-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, A+7qu8VmsxN82t37t6cuysuqkM0t/jwZXfqAUhj+OvLN5YnxoOFLwZAqW3Lt+CXx MQrBEu35uiH1JR8U9vnGag== 0000950148-99-000450.txt : 19990310 0000950148-99-000450.hdr.sgml : 19990310 ACCESSION NUMBER: 0000950148-99-000450 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980331 FILED AS OF DATE: 19990309 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MRV COMMUNICATIONS INC CENTRAL INDEX KEY: 0000887969 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 061340090 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: SEC FILE NUMBER: 001-11174 FILM NUMBER: 99560639 BUSINESS ADDRESS: STREET 1: 8943 FULLBRIGHT AVE CITY: CHATSWORTH STATE: CA ZIP: 91311 BUSINESS PHONE: 8187679044 MAIL ADDRESS: STREET 1: 8943 FULLBRIGHT AVE CITY: CHATSWORTH STATE: CA ZIP: 91311 10-Q/A 1 FORM 10-Q/A (03/31/1998) 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (Amendment No. 1) [X] Quarterly Report under Section 13 or 15 (d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 1998 [ ] Transition Report pursuant to section 13 or 15(d) of the Securities Exchange Act. For the transition period from _______________ to ______________ Commission file number 0-25678 MRV Communications, Inc. (Exact name of registrant as specified in its charter) Delaware 06-1340090 (State of other jurisdiction (IRS Employer of incorporation or organization) identification no.) 8917 Fullbright Ave., Chatsworth, CA 91311 (Address of principal executive offices) (Zip Code) Issuer's telephone number, including area code: (818) 773-9044 Check whether the issuer:(1)has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act during the preceding 12 months ( or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes /X/ No / / As of March 31, 1998, there were 26,426,355 shares of Common Stock, $.0034 par value per share, outstanding. 2 MRV COMMUNICATIONS, INC. Form 10-Q/A March 31, 1998 INDEX
PAGE NUMBER ----------- PART I FINANCIAL INFORMATION Item 1: Financial Statements: Condensed Consolidated Balance Sheets as of March 31, 1998 (unaudited) and December 31, 1997 (audited) 3 Condensed Consolidated Statements of Operations (unaudited) for the Three Months ended March 31, 1998 and 1997 4 Condensed Consolidated Statements of Cash Flows (unaudited) for the Three Months ended March 31, 1998 and 1997 5 Notes to Condensed Consolidated Financial Statements 6 Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations 7 PART II OTHER INFORMATION 10 Item 1. Legal Proceedings. 10 Item 2: Changes in Securities. 10 Item 6: Exhibits and Reports on Form 8-K 10 SIGNATURE 11
As used in this Report, "MRV" or the "Company" refers to MRV Communications, Inc. and its consolidated subsidiaries. 2 3 MRV COMMUNICATIONS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands)
- --------------------------------------------------------------------------------------------------- March 31, December 31, 1998 1997 (unaudited) (audited) - --------------------------------------------------------------------------------------------------- ASSETS CURRENT ASSETS: Cash & cash equivalents $ 15,077 $ 19,428 Short-term investments 24,948 36,413 Accounts receivable, net of reserves of $5,125 in 1998 and $4,252 in 1997 59,472 47,258 Inventories 44,604 41,689 Deferred income taxes 7,334 2,280 Other current assets 7,969 7,248 - --------------------------------------------------------------------------------------------------- Total current assets 159,404 154,316 PROPERTY AND EQUIPMENT - At cost, net of depreciation and amortization 20,480 8,183 OTHER ASSETS: Investments 25,130 62,382 Intangible assets, including goodwill 30,838 5,077 Deferred income taxes 6,112 6,231 Other 83 47 - --------------------------------------------------------------------------------------------------- $ 242,047 $ 236,236 - --------------------------------------------------------------------------------------------------- LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Current maturities of financing lease obligations $ 140 $ 111 Accounts payable 28,594 30,439 Accrued liabilities 18,431 8,429 Accrued restructuring costs 16,474 -- Deferred revenue 4,320 293 Income taxes payable 1,623 3,485 - --------------------------------------------------------------------------------------------------- Total current liabilities 69,582 42,757 LONG-TERM LIABILITIES Capital lease obligations, net of current portion 795 788 Deferred income taxes 422 -- Other long-term liabilities 1,715 2,065 - --------------------------------------------------------------------------------------------------- Total long term liabilities 2,932 2,853 MINORITY INTERESTS 2,617 657 STOCKHOLDERS' EQUITY: Preferred stock, $0.01 par value: 1,000 shares authorized no shares outstanding -- -- Common stock, $0.0034 par value: 40,000 shares authorized and 26,426 shares outstanding in 1998 and 26,360 shares outstanding in 1997 88 88 Additional paid-in capital 183,122 175,874 Retained (deficit) earnings (15,586) 14,635 Cumulative translation adjustments (708) (628) - --------------------------------------------------------------------------------------------------- Total stockholders' equity 166,916 189,969 - --------------------------------------------------------------------------------------------------- $ 242,047 $ 236,236 - ---------------------------------------------------------------------------------------------------
See accompanying notes 3 4 MRV COMMUNICATIONS, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data)
Three Months Ended - ------------------------------------------------------------------------------------- March 31, March 31, 1998 1997 (Unaudited) (Unaudited) - ------------------------------------------------------------------------------------- REVENUES, net $ 60,826 $ 35,564 - ------------------------------------------------------------------------------------- COSTS AND EXPENSES: Cost of goods sold 34,005 20,176 Research and development expenses 5,243 2,748 Selling, general and administrative expenses 11,600 5,775 Purchased technology in progress 20,633 -- Restructuring costs 23,194 -- - ------------------------------------------------------------------------------------- Operating (loss) income (33,849) 6,865 Interest expense related to convertible debentures and acquistion -- 408 Other income (expense), net 684 (166) (Credit) provision for income taxes (3,168) 1,938 Minority interests 224 10 - ------------------------------------------------------------------------------------- NET (LOSS) INCOME $(30,221) $ 4,343 - ------------------------------------------------------------------------------------- NET (LOSS) INCOME PER SHARE - BASIC $ (1.15) $ 0.20 NET (LOSS) INCOME PER SHARE - DILUTED $ (1.15) $ 0.18 - ------------------------------------------------------------------------------------- SHARES USED IN PER - SHARE CALCULATION - BASIC 26,387 22,188 SHARES USED IN PER - SHARE CALCULATION - DILUTED 26,387 24,795 - -------------------------------------------------------------------------------------
See accompanying notes. 4 5 MRV COMMUNICATIONS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED IN THOUSANDS)
Three Months Ended ------------------------ March 31, March 31, 1998 1997 --------- --------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ (30,221) $ 4,343 Adjustments to reconcile net income (loss) to net cash used in operating activities: Depreciation and amortization 1,351 347 Interest related to convertible debentures and acquisition -- 408 Purchased technology in progress 20,633 -- Minority interests' share of income 224 10 Changes in assets and liabilities, net of effects from acquisitions Decrease (increase) in: Accounts receivable 8,681 (4,575) Inventories 6,124 (2,769) Deferred income taxes (4,406) 34 Other assets 1,241 513 Increase (decrease) in: Accounts payable (19,482) 5,529 Accrued liabilities (3,842) (646) Accrued restructuring 16,474 (788) Income taxes payable (3,917) 138 Deferred revenue 382 (679) Accrued severance pay (475) (25) ------- ------- Net cash (used in) provided by operating activities (7,233) 1,840 ------- ------- CASH FLOWS FROM INVESTING ACTIVITIES Purchases of property and equipment (4,028) (215) Purchases of investments -- (13,918) Proceeds from sale of investments 48,717 7,033 Cash used in acquisitions, net of cash received (41,936) -- ------- ------- Net cash provided by (used in) investing activities 2,753 (7,100) ------- ------- CASH FLOWS FROM FINANCING ACTIVITIES: Net proceeds from issuance of common stock 248 2,118 Repurchase of common stock -- (4,230) Principal payments on capital lease obligations (58) (111) ------- ------- Net cash provided by (used in) financing activities 190 (2,223) ------- ------- EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS (61) -- ------- ------- NET DECREASE IN CASH AND CASH EQUIVALENTS (4,351) (7,483) CASH AND CASH EQUIVALENTS, beginning of period 19,428 14,641 ------- ------- CASH AND CASH EQUIVALENTS, end of period $ 15,077 $ 7,158 ======= =======
5 6 MRV COMMUNICATIONS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 1. GENERAL Basis of Presentation - The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the requirements of Form 10-Q and, therefore, do not include all information and footnotes which would be presented if such financial statements were prepared in accordance with generally accepted accounting principles. These statements should be read in conjunction with the audited financial statements presented in the Company's Annual Report or Form 10-K for the year ended December 31, 1997. In the opinion of management, these interim financial statements reflect all normal and recurring adjustments necessary for a fair presentation of the financial position and results of operations for each of the periods presented. The results of operations and cash flows for such periods are not necessarily indicative of results to be expected for the full year. 2. PURCHASED TECHNOLOGY IN PROGRESS Although MRV Communications, Inc. reported its first, second and third quarter results of 1998 in accordance with established accounting practice and valuations of purchased technology in progress provided by independent valuators, these valuations have been reconsidered in light of very recent Securities and Exchange Commission guidance regarding valuation methodology. Based on this new valuation methodology, the value of the purchased technology in progress related to the Xyplex acquisition has been reduced to $20,633,000 and the amount of goodwill has been increased by $9,938,000. 3. NET EARNINGS (LOSS) PER SHARE The following schedule summarizes the information used to compute net income per common share for the three months ended March 31, 1998 and 1997 (in thousands):
Three Months Ended March 31, ------------------- 1998 1997 ------ ------- Weighted number of common shares used to compute basic earnings (loss) per share 26,387 22,188 Weighted common share equivalents -- 2,607 ------ ------ Weighted number of common shares and common share equivalents used to compute diluted earnings (loss) per share 26,387 24,795 ====== ======
4. COMPREHENSIVE INCOME On January 1, 1998, the Company adopted SFAS No. 130, "Reporting Comprehensive Income". For year end financial statements SFAS 130 requires that comprehensive income, which is the total of net income and all other non-owner changes in equity, be displayed in a financial statement with the same prominence as other consolidated financial statements. In addition, the standard encourages companies to display the components of other comprehensive income below the total for net income. The following schedule summarizes comprehensive income for the three months ended March 31, 1998 and 1997 (in thousands):
Three Months Ended March 31, -------------------- 1998 1997 -------- ------- Net (loss) income $(30,221) $ 4,343 Translation adjustment (80) (306) -------- ------- Comprehensive (loss) income $(30,301) $ 4,037 ======== =======
5. PRO FORMA FINANCIAL DATA On January 30, 1998, MRV completed an acquisition from Whittaker Corporation ("Whittaker") of all of the outstanding capital stock of Whittaker Xyplex, Inc. a Delaware corporation (the "Xyplex Acquisition"). Whittaker Xyplex, Inc., (whose name the Company has since changed to NBase Xyplex, Inc.) is a holding corporation owning all of the outstanding capital stock of Xyplex, Inc., a Massachusetts corporation ("Xyplex"). Xyplex is a leading provider of access solutions between enterprise networks and wide area network and/or Internet service providers ("ISPs"). The purchase price paid to Whittaker consisted of $35,000,000 in cash and three-year warrants to purchase up to 500,000 shares of Common Stock of the Company at an exercise price of $35 per share. As a result of the acquisition, the Company adopted a restructuring plan in March 1998. The plan calls for reduction of workforce, closing of certain facilities, elimination of particular product lines, settlement of distribution agreements and other costs. The Company provided $23,194,000 for the costs of the restructuring. Management estimates that $20,633,000 of the purchase price represents purchased technology in process that has not yet reached technological feasibility and has no alternative future use. Accordingly, this amount was expensed in the Consolidated Statement of Operations upon consummation of the acquisition. The following unaudited pro forma summary sets forth results of operations excluding the non-recurring charges for purchased technology in progress and restructuring, resulting from the Xyplex Acquisition as if the acquisition took place at the beginning of each period presented:
- --------------------------------------------------------------------------------- SELECTED PRO FORMA INFORMATION (prior to non-recurring charges) Three Months Ended - --------------------------------------------------------------------------------- March 31, March 31, 1998 1997 (Unaudited) (Unaudited) - --------------------------------------------------------------------------------- OPERATING INCOME $ 9,978 $ 6,865 NET INCOME $ 7,339 $ 4,751 ------- ------- NET INCOME PER SHARE - BASIC $ 0.28 $ 0.21 NET INCOME PER SHARE - DILUTED $ 0.26 $ 0.19 ------- ------- SHARES USED IN PER - SHARE CALCULATION - BASIC 26,387 22,188 SHARES USED IN PER - SHARE CALCULATION - DILUTED 28,582 24,795 ------- -------
6 7 ITEM 2: Management's Discussion and Analysis of Financial Condition and Results of Operations RESULTS OF OPERATIONS The following table sets forth, for the periods indicated, statements of operations data of the Company expressed as a percentage of revenues.
- -------------------------------------------------------------------------------- Three Months Ended March 31, March 31, 1998 1997 (Unaudited) (Unaudited) - -------------------------------------------------------------------------------- REVENUES, net 100.0 % 100.0 % - -------------------------------------------------------------------------------- COSTS AND EXPENSES: Cost of goods sold 55.9 56.7 Research and development expenses 8.6 7.7 Selling, general and administrative expenses 19.1 16.2 Purchased technology in progress 33.9 -- Restructuring costs 38.1 -- Operating (loss) income (55.6) 19.3 Interest expense related to convertible debentures and acquisition -- 1.1 Other income (expense), net 1.1 (0.5) (Credit) provision for income taxes (5.2) 5.4 Minority interests 0.4 0.0 - -------------------------------------------------------------------------------- NET (LOSS) INCOME (49.7)% 12.2 % - --------------------------------------------------------------------------------
Revenues Revenues for the three months ended March 31, 1998 were $60,826,000 as compared to revenues for the three months ended March 31, 1997 of $35,564,000. The change represented increases of $25,262,000 or 71% for the quarter ended March 31, 1998 over the quarter ended March 31, 1997. Revenues increased as a result of a larger sales force, greater marketing efforts and greater market acceptance of the Company's products, both domestically and internationally. International sales accounted for approximately 63% of revenues for the quarter ended March 31, 1998 as compared to 57% of revenues for the quarter ended March 31, 1997. International sales, as a percentage of total revenues, increased mainly because of increased sales, marketing and support resources in place in Europe. Sales of networking products represented approximately 82% of total sales during the quarter ended March 31, 1998 compared to approximately 75% for the quarter ended March 31, 1997. 7 8 Gross Profit Gross profit for the quarter ended March 31, 1998 was $26,821,000 compared to gross profit of $15,388,000 for the quarter ended March 31, 1997. The changes represented increases of $11,433,000 or 74.3% for the quarter ended March 31, 1998 over the quarter ended March 31, 1997. Gross Profit as a percentage of revenues increased from 43.3% during the quarter ended March 31, 1997 to 44.1% during the quarter ended March 31, 1998 as a result of increased sales of higher margin products. Research and Development Research and development ("R&D") expenses were $5,243,000 and represented 8.6% of revenues for the quarter ended March 31, 1998. R&D expenses were $2,748,000 and represented 7.7% of revenues for the three months ended March 31, 1997. The 90.8% increase in R&D spending during the quarter ended March 31, 1998 over the comparable period in 1997 was attributable to the continued development as well as for new projects of the Company's networking and fiber optic products. The Company intends to continue to invest in the research and development of new products. Management believes that the ability of the Company to develop and commercialize new products is a key competitive factor. Selling, General and Administrative Expenses Selling, general and administrative ("SG&A") expenses increased to $11,600,000 for the quarter ended March 31, 1998 from $5,775,000 for the quarter ended March 31, 1997. As a percentage of revenues, SG&A increased from 16.2% for the quarter ended March 31, 1997 to 19.1% for the quarter ended March 31, 1998. The increases in SG&A expense, both in dollar amounts and as a percentage of sales, are due primarily to substantially increased marketing efforts as well as increased personnel and overhead costs in expanded locations. Purchased Technology in Progress and Restructuring Costs. Purchased technology in progress for the quarter ended March 31, 1998 was $20,633,000 and related to R&D projects of Xyplex in progress at the time of the Xyplex Acquisition on January 30, 1998. Restructuring costs during the quarter ended March 31, 1998 were $23,194,000. The restructuring costs in the first quarter of 1998 were associated with a plan adopted by the Company in March, 1998 calling for the reduction of workforce, closing of certain facilities, elimination of particular product lines, settlement of distribution agreements and other costs. The Company did not incur these charges in the comparable period of 1997. Net Loss (Income). The Company incurred a net loss of $30,221,000 during the three months ended March 31, 1998 compared to net income of $4,343,000 during the three months ended March 31, 1997. Net income for the three months ended March 31, 1998 would have been $7,339,000, excluding $43,827,000 of charges, associated with the Xyplex Acquisition, as compared to net income of $4,751,000, excluding unusual charges relating to interest expenses attributable to financing the Fibronics Acquisition for the three months ended March 31, 1997. Excluding these non-recurring charges, net income increased by $2,588,000, or 54.5% for the three months ended March 31, 1998 over the three months ended March 31, 1997. LIQUIDITY AND CAPITAL RESOURCES In September 1997, the Company completed a follow-on public offering of 2,785,000 shares of Common Stock raising net proceeds of $93,320,000 (the "1997 Public Offering"). Net cash used in operating activities for the quarter ended March 31, 1998 was $7,233,000. The funds were used primarily to purchase technology in progress and for restructuring costs in connection with the Xyplex Acquisition. Net cash provided by investing activities for the three months ended March 31, 1998 was $2,753,000. The cash provided by 8 9 investing activities primarily resulted from the sale of investments in U.S. Government securities to finance the Xyplex Acquisition. Accounts receivable were $59,472,000 at March 31, 1998 as compared to $47,258,000 at December 31, 1997. The increase in accounts receivable was primarily attributable to the increase in overall sales in Europe where terms of sale are traditionally longer than in the U.S. Inventories were $44,604,000 at March 31, 1998 as compared to $41,689,000 at December 31, 1997. The increase in inventories was primarily attributable to the Company's decision to add larger inventories to shorten lead times for customers and the Xyplex Acquisition. Management believes that MRV's inventory levels at various points in time may not necessarily be comparable to those of many other companies in its industry. This is because MRV conducts significant in-house manufacturing of various components used in its products and thus carries substantial raw materials and work-in-progress in addition to finished products in its inventories. In contrast, many competitors outsource to turnkey contract manufacturers substantial portions of their production requirements and thus do not include material amounts of raw materials or work in progress in inventories and may in some circumstances not even include finished products in inventory if the contract manufacturer ships directly to the competitors' customers. EFFECTS OF INFLATION AND CURRENCY EXCHANGE RATES The Company believes that the relatively moderate rate of inflation in the United States over the past few years has not had a significant impact on the Company's sales or operating results or on the prices of raw materials. However, in view of the Company's expansion of operations in Israel which has experienced substantial inflation, there can be no assurance that inflation in Israel will not have a materially adverse effect on the Company's operating results in the future. The Company's sales are currently denominated in U.S. dollars and to date its business has not been significantly affected by currency fluctuations or inflation. However, the Company conducts business in several different countries and thus fluctuations in currency exchange rates could cause the Company's products to become relatively more expensive in particular countries, leading to a reduction in sales in that country. In addition, inflation in such countries could increase the Company's expenses. To date, the Company has not hedged against currency exchange risks. In the future, the Company may engage in foreign currency denominated sales or pay material amounts of expenses in foreign currencies and, in such event, may experience gains and losses due to currency fluctuations. The Company's operating results could be adversely affected by such fluctuations or as a result of inflation in particular countries where material expenses are incurred. YEAR 2000 Many existing computer programs, including some programs used by the Company, use only two digits to identify a year in the date field. These programs were designed without considering the impact of the upcoming change in the century. If not corrected, these computer applications and systems could fail or create erroneous results by, at, or after the year 2000. Based on the Company's investigation to date, management does not anticipate that the Company will incur material operating expenses or be required to incur material costs to be year 2000 compliant. To the extent the Company's systems are not fully year 2000 compliant, there can be no assurance that potential systems interruptions or the cost necessary to update software would not have a material adverse effect on the Company's business, financial condition, results of operations and business prospects. 9 10 PART II - OTHER INFORMATION Item 1. Legal Proceedings. As previously reported, on December 27, 1996, Datapoint Corporation ("Datapoint") brought an action against NBase Communications, Inc., a subsidiary of the Company ("NBase") and several other defendants in the United States District Court for the Eastern District of New York alleging infringement of two of Datapoint's patents related to LANs, more particularly to claimed improved LANs which interoperatively combines additional enhanced capability and/or which provides multiple different operational capabilities. In the same lawsuit, Datapoint alleged that other defendants including Dayna Communications, Inc., Sun Microsystems, Inc., Adaptec, Inc., International Business Machines Corporation, Lantronix and SVEC America Computer Corporation have infringed the same two patents. The Company has been advised that several other companies, including Intel Corporation and Cisco Systems, Inc. have also had actions brought against them by Datapoint with respect to the same two patents. The action against NBase and its codefendants seeks, among other things, an injunction against the manufacture or sale of products which embody the inventions set forth in the two patents and single and treble damages for the alleged infringement. Datapoint's complaint also seeks to have the court determine that the named defendants shall serve as representatives of a defendant class of manufacturers, vendors and users of products allegedly infringing on Datapoint's claimed patents from which defendant class Datapoint seeks the same relief as from the individual defendants. The Company is cooperating with several of the defendants in pursuit of common defenses and believes it has meritorious defenses to this action. If a conclusion unfavorable to the Company is reached, however, Datapoint's claim could materially affect the business, operating results and financial condition of the Company. Item 2. Change in Securities (a) Not applicable (b) Not applicable (c) On January 30, 1998, as part of the consideration for the Xyplex Acquisition, the Company issued to Whittaker three-year warrants (the "Warrants") to purchase up to 500,000 shares of Common Stock of the Company at an exercise price of $35 per share. The issuance of the Warrants was not effected through a broker-dealer, and no underwriting discounts or commissions were paid in connection with such issuance. Exemption from registration requirements is claimed under the Securities Act of 1933 (the "Securities Act") in reliance on Section 4(2) of the Securities Act or Regulation D promulgated thereunder. Whittaker represented its intention to acquire the securities for investment only and not with a view to, or for sale in connection with, any distribution thereof and appropriate legends were affixed to the certificates evidencing the securities in such transaction. Whittaker had adequate access to information about the Company. Item 6: Exhibits and Reports on Form 8-K (a) Exhibits: 27. Financial Data Schedule (b) Reports on Form 8-K: Current Report on Form 8-K dated February 13, 1998 reporting on Items 2 and 7. 10 11 SIGNATURES Pursuant to the requirements of the Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant certifies that it has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized on March 9, 1999. MRV COMMUNICATIONS, INC. By: /s/ EDMUND GLAZER --------------------------------------------------- Edmund Glazer Vice President of Finance and Administration and Chief Financial Officer 11 EX-27 2 FINANCIAL DATA SCHEDULE
5 1,000 3-MOS DEC-31-1998 JAN-01-1998 MAR-31-1998 15,077 50,078 64,597 5,125 44,604 159,404 24,190 3,710 242,047 69,581 0 0 0 88 166,828 242,047 60,826 94,675 34,005 104,475 460 873 0 (33,389) (3,168) (30,221) 0 0 0 (30,221) (1.15) (1.15)
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