8-K

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): JULY 23, 2001

MRV COMMUNICATIONS, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)	06-1340090 (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
20415 NORDHOFF STREET
CHATSWORTH, CA (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)	91311 (ZIP CODE)

ISSUER’S TELEPHONE NUMBER: (818) 773-0900

(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)

TABLE OF CONTENTS

	Item 5. Other Events
		CONDENSED CONSOLIDATED BALANCE SHEETS
		CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
		PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
	Item 7. Financial Statements and Exhibits
SIGNATURES
EXHIBIT 99.1

Item 5. Other Events

Luminent Press Release

     On July 23, 2001, Luminent, Inc. issued a press release announcing its financial results for the three and six months ended June 30, 2001. A copy of that press release is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

Registrant’s Financial Results

     On July 30, 2001, registrant announced its financial results for the three and six months ended June 30, 2001.

Registrant’s Reported Consolidated Results

Revenues for the quarter were $89.5 million, an increase of 21% over revenues of $73.9 million for the second quarter of fiscal year 2000. On a pro forma basis, net income for the current quarter was $1.3 million, or $0.02 per basic and diluted share, compared with pro forma net income of $1.4 million, or $0.02 per basic and diluted share in the previous quarter, and pro forma net income of $1.2 million, or $0.02 per basic and diluted share for the second quarter of 2000. Pro forma results exclude certain charges such as non-cash amortization of intangibles from acquisitions, non-cash deferred stock compensation expenses, cost incurred in connection with the Optical Access IPO, and expenses associated with development stage enterprises, as well as one time charges recorded by Luminent. On an as reported basis, MRV reported a net loss of $94.1 million, or $1.24 per basic and diluted share for the current quarter, compared with a net loss of $54.3 million, or $0.73 per basic and diluted share for the previous quarter and a net loss of $27.8 million, or $0.44 per basic and diluted share for the second quarter of 2000.

Registrant’s financial results as reported were as follows:

MRV COMMUNICATIONS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands)

			June 30,			December 31,
			2001			2000
			(unaudited)			(audited)
ASSETS
CURRENT ASSETS:
	Cash & cash equivalents			$	174,887		$	210,080
	Short-term investments, $52,907 and $56,181 restricted in 2001 and 2000 respectively				55,704			73,947
	Accounts receivable				59,731			61,863
	Inventories				72,123			77,005
	Deferred income taxes				34,307			31,227
	Other current assets				26,812			22,750
		Total current assets			423,564			476,872
PROPERTY AND EQUIPMENT — At cost, net of depreciation and amortization					75,291			72,269
OTHER ASSETS:
	Goodwill & Intangibles				475,496			504,027
	Deferred income taxes				7,797			6,209
	Investments				28,164			31,734
	Other non-current assets				12,835			5,660
				$	1,023,147		$	1,096,771
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
	Current maturities of financing lease obligations and long-term debt			$	2,642		$	2,937
	Accounts payable				68,644			56,088
	Accrued liabilities				31,867			34,044
	Short-term debt				12,976			9,104
	Deferred revenue				1,663			1,470
	Income taxes payable				—			6,477
		Total current liabilities			117,792			110,120
LONG-TERM LIABILITIES
	Convertible debentures				89,646			89,646
	Capital lease obligations, net of current portion				566			621
	Long-term debt				60,399			60,257
	Other long-term liabilities				4,571			3,980
		Total long-term liabilities			155,182			154,504
MINORITY INTEREST					39,868			50,592
STOCKHOLDERS’ EQUITY:					710,305			781,555
				$	1,023,147		$	1,096,771

MRV COMMUNICATIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share data)

		Six Months Ended								Three Months Ended
		June 30,				June 30,				June 30,				June 30,
		2001				2000				2001				2000
		(Unaudited)				(Unaudited)				(Unaudited)				(Unaudited)
REVENUES, net			$	189,634			$	139,007			$	89,530			$	73,935
COSTS AND EXPENSES:
	Cost of goods sold			155,156				88,529				88,765				45,793
	Research and development expenses			50,787				26,649				25,782				14,758
	Selling, general and administrative expenses			82,123				41,481				43,711				26,467
	Amortization of goodwill and intangibles from acquisitions			57,167				13,069				29,028				12,055
	Operating loss			(155,599	)			(30,721	)			(97,756	)			(25,138	)
	Other expense, net			(2,893	)			(1,678	)			(2,373	)			(1,190	)
	Provision (credit) for income taxes			(3,622	)			883				(939	)			1,377
	Minority interest			(6,439	)			332				(5,051	)			45
NET LOSS			$	(148,431	)		$	(33,614	)		$	(94,139	)		$	(27,750	)
NET LOSS PER SHARE
	- BASIC		$	(1.97	)		$	(0.56	)		$	(1.24	)		$	(0.44	)
NET LOSS PER SHARE
	- DILUTED		$	(1.97	)		$	(0.56	)		$	(1.24	)		$	(0.44	)
SHARES USED IN PER
	- SHARE CALCULATION
	- BASIC			75,245				59,839				76,111				62,754
SHARES USED IN PER
	- SHARE CALCULATION
	- DILUTED			75,245				59,839				76,111				62,754

MRV COMMUNICATIONS, INC.
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share data)

The following unaudited pro forma Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2001 and 2000 present results of operations excluding certain charges such as non-cash amortization of intangibles from acquisitions, non-cash deferred stock compensation expenses, cost incurred in connection with the Optical Access IPO and expenses associated with development stage enterprises.

		Six Months Ended					Three Months Ended
		June 30,		June 30,			June 30,			June 30,
		2001		2000			2001			2000
		(Unaudited)		(Unaudited)			(Unaudited)			(Unaudited)
REVENUES, net		$	189,634	$	139,007		$	89,530		$	73,935
COSTS AND EXPENSES:
	Cost of goods sold		121,804		88,529			57,696			45,793
	Research and development expenses		17,137		13,367			7,891			7,307
	Selling, general and administrative expenses		45,051		34,153			21,524			19,139
	Operating income		5,642		2,958			2,419			1,696
	Other income (expense), net		167		(241	)		(564	)		(239	)
	Provision for income taxes		2,124		883			351			214
	Minority interests		1,031		332			211			45
NET INCOME		$	2,654	$	1,502		$	1,293		$	1,198
NET INCOME PER SHARE - - BASIC		$	0.04	$	0.03		$	0.02		$	0.02
NET INCOME PER SHARE - - DILUTED		$	0.03	$	0.02		$	0.02		$	0.02
SHARES USED IN PER - - SHARE CALCULATION - - BASIC			75,245		59,839			76,111			62,754
SHARES USED IN PER - - SHARE CALCULATION - - DILUTED			80,847		66,767			81,229			68,925

Item 7. Financial Statements and Exhibits

     (c)  Exhibits

     99.1 Press Release dated July 23, 2001.

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:  July 31, 2001

MRV COMMUNICATIONS, INC.
By:      /s/ Edmund Glazer
	Edmund Glazer
	Executive Vice President Finance and Administration and Chief Financial Officer

EX-99.1 3 v74503ex99-1.txt EXHIBIT 99.1 1 EXHIBIT 99.1 Monday July 23, 5:10 pm Eastern Time Press Release Luminent Announces Second Quarter 2001 Results Net Sales for Second Quarter 2001 Increase 46% Year Over Year CHATSWORTH, Calif.--(BUSINESS WIRE)--July 23, 2001--Luminent, Inc. ("the Company" or "Luminent")(Nasdaq:LMNE - news) today reported net sales for its second quarter ended June 30, 2001, of $41.1 million and pro forma net income of $3.5 million, or $0.02 per diluted share. Net sales of $41.1 million for the second quarter of 2001 increased 46% over net sales of $28.1 million for the second quarter of 2000, and decreased 15% from net sales of $48.2 million for the prior quarter ended March 31, 2001. Including goodwill amortization, deferred stock compensation, and one-time charges related to the severe down-turn in the communications equipment market, Luminent reported a net loss of $66.0 million, or $0.42 per share, for this quarter as compared with a net loss of $22.3 million, or $0.14 per share, for the prior quarter ended March 31, 2001. On a pro forma basis, excluding goodwill amortization, deferred stock compensation, and one-time charges related to the severe down-turn in the communications equipment market, the Company would have reported net income of $3.5 million, or $0.02 per diluted share, for the second quarter, a decrease of 35%, from pro forma net income of $5.4 million earned for the first quarter ended March 31, 2001. Pro forma earnings per share fell by $0.01 quarter over quarter. The second quarter 2001 pro forma net income represents an increase of $1.7 million, or $0.01 per diluted share, over the net income in the same period in 2000. The Company has recorded in the quarter ended June 30, 2001, one-time charges totaling $41.2 million. These one-time charges are the result of the lower demand for products and pricing pressures stemming from the continuing downturn in the communications equipment industry in general and the optical components sector in particular. These charges include the write-down of inventory of $26.1 million, asset impairment of $8.9 million, and other restructuring and non-recurring items related to the recent market conditions of $6.2 million. Dr. William Spivey, president and chief executive officer of the Company, said: "For certain high volume standard products, we will be accelerating the transfer of manufacturing, process, and assembly operations to our facility in Shanghai, China. "The Shanghai facility will now manufacture active products in addition to the passive products it now produces. This will allow consolidations and eliminations of certain facilities in both the U.S. and Taiwan faster than originally anticipated. This will result in closing three facilities in the U.S. and two in Taiwan, reducing our worldwide facilities to seven and our workforce by approximately 600 people. "The workforce reduction which began in the second quarter will result in Luminent's having approximately 1,200 employees. In addition to these longer-range actions, we will cut our capital expenditures and continue to reduce discretionary spending." 2 Luminent's CEO added: "Notwithstanding the soft climate in the market, new product innovation must continue. We are committed to developing next-generation products and technologies which are critical to our long term success. Our innovative laser and wave-guide technologies formulate the basis for our value-added modules and higher level assemblies such as CWDM and FTTX products. Luminent remains well positioned for growth in the metro and access market." The following table summarizes Luminent's pro forma results for the quarters ended June 30, 2001, March 31, 2001, and June 30, 2000: Luminent, Inc. Pro Forma (a) Condensed Consolidated Statements of Operations Excluding Amortization of Goodwill, Deferred Stock Compensation, and One-Time Charges (in thousands, except per share data)

Quarters Ended ------------------------------------------- June 30, March 31, June 30, 2001 2001 2000 -------- --------- -------- Net Sales 41,103 48,241 28,107 Cost of sales 28,043 31,529 17,403 Gross Profit 13,060 16,712 10,704 Operating costs and expenses Selling, general and administrative 5,757 6,682 4,611 Research and development 3,443 4,123 2,975 Parent company allocations -- -- 195 9,200 10,805 7,781 Operating income 3,860 5,907 2,923 Other income, net 988 1,850 192 Income before provision for taxes and minority interest 4,848 7,757 3,115 Provision for taxes 1,494 2,366 1,223 Minority interest (136) 21 128 Net income 3,490 5,370 1,764 Net income per share, basic 0.02 0.03 0.01 Net income per share, diluted 0.02 0.03 0.01 Shares used in per-share calculation, basic 156,000 156,000 144,000 Shares used in per-share calculation, diluted 157,070 156,013 144,000

(a) Pro forma results for the quarters ended June 30, 2001, March 31, 2001, and June 30, 2000, exclude amounts related to amortization of goodwill of $19.5 million each for the quarters ended June 30 and March 31, 2001, and $9.6 million for the quarter ended June 30, 2000, and exclude amounts relating to deferred stock compensation for the quarters ended June 30, 2001, March 31, 2001, and June 30, 2000, of $566,000, $683,000 and $744,000, respectively, from "cost of sales," $7.0 million, $8.7 million and $1.1 million, respectively, from "selling, general and administrative," and $890,000, $1.1 million and $1.2 million, 3 respectively, from "research and development." Additionally, pro forma results for the quarter ended June 30, 2001, excludes one-time charges totaling $41.2 million for the severe downturn in the communications equipment market. Related to these one-time charges $29.3 million, $11.4 million, $501,000 and $16,000 have been excluded from "cost of sales," "selling, general and administrative," "research and development," and "other income, net," respectively, for the quarter. Luminent is a high technology Company that designs, develops, manufactures and sells a comprehensive line of fiber optic components that enable communications equipment manufacturers to provide optical networking equipment for the rapidly growing intercity and intracity portions, or metropolitan segment, and business and home access segments of the communications network. The Company's products are designed to meet the increasing requirements for transmission capacity and speed, or bandwidth, between nationwide, or long-haul, telecommunication networks and end users. Luminent, Inc. is traded on the Nasdaq National Market under the symbol LMNE. More information on Luminent is available on the Company's Web site, www.luminentinc.com. Forward-Looking and Cautionary Statements Except for the historical information and discussions contained herein, statements contained in this release may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements involve a number of risks, uncertainties and other factors that could cause actual results to differ materially, as discussed in the Company's filings with the Securities and Exchange Commission. 4 Luminent, Inc. Condensed Consolidated Statements of Operations (in thousands, except per share data)

Quarters Ended -------------------------------------------- June 30, March 31, June 30, 2001 2001 2000 -------- --------- -------- Net Sales 41,103 48,241 28,107 Cost of sales 57,934 32,212 18,147 Gross Profit (16,831) 16,029 9,960 Operating costs and expenses Selling, general and administrative 24,156 15,372 5,711 Research and development 4,834 5,196 4,175 Parent company allocations -- -- 195 Amortization of goodwill 19,488 19,488 9,580 48,478 40,056 19,661 Operating loss (65,309) (24,027) (9,701) Other income, net 972 1,850 192 Loss before provision for taxes and minority interest (64,337) (22,177) (9,509) Provision for taxes 1,754 100 1,223 Minority interest (136) 21 128 Net loss (65,955) (22,298) (10,860) Net loss per share, basic and diluted (0.42) (0.14) (0.08) Shares used in per-share calculation, basic and diluted 156,000 156,000 144,000

5 Luminent, Inc. Condensed Consolidated Balance Sheets (in thousands)

June 30, 2001 Dec. 31, 2000 ASSETS Current Assets Cash and short-term investments 93,118 132,860 Accounts receivable, net 24,553 21,613 Inventories, net 29,961 39,428 Other current assets 31,261 15,326 Total current assets 178,893 209,227 Property and equipment, net 52,305 51,366 Goodwill, net 302,564 341,540 Other assets 7,864 3,247 Total assets 541,626 605,380 LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Accounts payable 21,143 20,021 Short-term borrowings and current portion of long-term debt 14,974 10,564 Accrued expenses 19,769 16,971 Total current liabilities 55,886 47,556 Long-term debt, net of current portion 8,596 9,550 Other long-term liabilities 702 779 Total liabilities 65,184 57,885 Minority interest 329 444 Stockholders' Equity Common stock 156 156 Additional paid-in capital 635,066 635,066 Deferred stock compensation (36,658) (55,570) Accumulated other comprehensive loss (4,959) (3,360) Accumulated deficit (117,492) (29,241) Total stockholders' equity 476,113 547,051 Total liabilities and stockholders' equity 541,626 605,380

- -------------------------------------------------------------------------------- Contact: Luminent, Inc. Eric Blachno, 818/773-9044 -----END PRIVACY-ENHANCED MESSAGE-----

EX-99.1

   1

                                                                    EXHIBIT 99.1

Monday July 23, 5:10 pm Eastern Time

Press Release
Luminent Announces Second Quarter 2001 Results
Net Sales for Second Quarter 2001 Increase 46% Year Over Year

CHATSWORTH, Calif.--(BUSINESS WIRE)--July 23, 2001--Luminent, Inc. ("the
Company" or "Luminent")(Nasdaq:LMNE - news) today reported net sales for its
second quarter ended June 30, 2001, of $41.1 million and pro forma net income of
$3.5 million, or $0.02 per diluted share.

Net sales of $41.1 million for the second quarter of 2001 increased 46% over net
sales of $28.1 million for the second quarter of 2000, and decreased 15% from
net sales of $48.2 million for the prior quarter ended March 31, 2001.

Including goodwill amortization, deferred stock compensation, and one-time
charges related to the severe down-turn in the communications equipment market,
Luminent reported a net loss of $66.0 million, or $0.42 per share, for this
quarter as compared with a net loss of $22.3 million, or $0.14 per share, for
the prior quarter ended March 31, 2001.

On a pro forma basis, excluding goodwill amortization, deferred stock
compensation, and one-time charges related to the severe down-turn in the
communications equipment market, the Company would have reported net income of
$3.5 million, or $0.02 per diluted share, for the second quarter, a decrease of
35%, from pro forma net income of $5.4 million earned for the first quarter
ended March 31, 2001. Pro forma earnings per share fell by $0.01 quarter over
quarter. The second quarter 2001 pro forma net income represents an increase of
$1.7 million, or $0.01 per diluted share, over the net income in the same period
in 2000.

The Company has recorded in the quarter ended June 30, 2001, one-time charges
totaling $41.2 million. These one-time charges are the result of the lower
demand for products and pricing pressures stemming from the continuing downturn
in the communications equipment industry in general and the optical components
sector in particular.

These charges include the write-down of inventory of $26.1 million, asset
impairment of $8.9 million, and other restructuring and non-recurring items
related to the recent market conditions of $6.2 million.

Dr. William Spivey, president and chief executive officer of the Company, said:
"For certain high volume standard products, we will be accelerating the transfer
of manufacturing, process, and assembly operations to our facility in Shanghai,
China.

"The Shanghai facility will now manufacture active products in addition to the
passive products it now produces. This will allow consolidations and
eliminations of certain facilities in both the U.S. and Taiwan faster than
originally anticipated. This will result in closing three facilities in the U.S.
and two in Taiwan, reducing our worldwide facilities to seven and our workforce
by approximately 600 people.

"The workforce reduction which began in the second quarter will result in
Luminent's having approximately 1,200 employees. In addition to these
longer-range actions, we will cut our capital expenditures and continue to
reduce discretionary spending."

   2

Luminent's CEO added: "Notwithstanding the soft climate in the market, new
product innovation must continue. We are committed to developing next-generation
products and technologies which are critical to our long term success. Our
innovative laser and wave-guide technologies formulate the basis for our
value-added modules and higher level assemblies such as CWDM and FTTX products.
Luminent remains well positioned for growth in the metro and access market."

The following table summarizes Luminent's pro forma results for the quarters
ended June 30, 2001, March 31, 2001, and June 30, 2000:


                                 Luminent, Inc.
          Pro Forma (a) Condensed Consolidated Statements of Operations
        Excluding Amortization of Goodwill, Deferred Stock Compensation,
                              and One-Time Charges
                      (in thousands, except per share data)



                                                               Quarters Ended
                                               -------------------------------------------
                                               June 30,          March 31,        June 30,
                                                 2001              2001             2000
                                               --------          ---------        --------
                                                                         
Net Sales                                       41,103            48,241           28,107
Cost of sales                                   28,043            31,529           17,403
    Gross Profit                                13,060            16,712           10,704

Operating costs and expenses
  Selling, general and administrative            5,757             6,682            4,611
  Research and development                       3,443             4,123            2,975
  Parent company allocations                        --                --              195
                                                 9,200            10,805            7,781

Operating income                                 3,860             5,907            2,923
Other income, net                                  988             1,850              192

Income before provision for taxes and
 minority interest                               4,848             7,757            3,115

Provision for taxes                              1,494             2,366            1,223
Minority interest                                 (136)               21              128
Net income                                       3,490             5,370            1,764

Net income per share, basic                       0.02              0.03             0.01
Net income per share, diluted                     0.02              0.03             0.01
Shares used in per-share calculation,
 basic                                         156,000           156,000          144,000
Shares used in per-share calculation,
 diluted                                       157,070           156,013          144,000


(a) Pro forma results for the quarters ended June 30, 2001, March 31, 2001, and
    June 30, 2000, exclude amounts related to amortization of goodwill of $19.5
    million each for the quarters ended June 30 and March 31, 2001, and $9.6
    million for the quarter ended June 30, 2000, and exclude amounts relating to
    deferred stock compensation for the quarters ended June 30, 2001, March 31,
    2001, and June 30, 2000, of $566,000, $683,000 and $744,000, respectively,
    from "cost of sales," $7.0 million, $8.7 million and $1.1 million,
    respectively, from "selling, general and administrative," and $890,000, $1.1
    million and $1.2 million,

   3

    respectively, from "research and development."

    Additionally, pro forma results for the quarter ended June 30, 2001,
    excludes one-time charges totaling $41.2 million for the severe downturn in
    the communications equipment market. Related to these one-time charges $29.3
    million, $11.4 million, $501,000 and $16,000 have been excluded from "cost
    of sales," "selling, general and administrative," "research and
    development," and "other income, net," respectively, for the quarter.

Luminent is a high technology Company that designs, develops, manufactures and
sells a comprehensive line of fiber optic components that enable communications
equipment manufacturers to provide optical networking equipment for the rapidly
growing intercity and intracity portions, or metropolitan segment, and business
and home access segments of the communications network.

The Company's products are designed to meet the increasing requirements for
transmission capacity and speed, or bandwidth, between nationwide, or long-haul,
telecommunication networks and end users. Luminent, Inc. is traded on the Nasdaq
National Market under the symbol LMNE. More information on Luminent is available
on the Company's Web site, www.luminentinc.com.

Forward-Looking and Cautionary Statements

Except for the historical information and discussions contained herein,
statements contained in this release may constitute "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995.
These statements involve a number of risks, uncertainties and other factors that
could cause actual results to differ materially, as discussed in the Company's
filings with the Securities and Exchange Commission.

   4

                                 Luminent, Inc.
                 Condensed Consolidated Statements of Operations
                      (in thousands, except per share data)



                                                             Quarters Ended
                                               --------------------------------------------
                                               June 30,          March 31,         June 30,
                                                 2001              2001              2000
                                               --------          ---------         --------
                                                                          
Net Sales                                       41,103            48,241            28,107
Cost of sales                                   57,934            32,212            18,147
    Gross Profit                               (16,831)           16,029             9,960

Operating costs and expenses
  Selling, general and administrative           24,156            15,372             5,711
  Research and development                       4,834             5,196             4,175
  Parent company allocations                        --                --               195
  Amortization of goodwill                      19,488            19,488             9,580
                                                48,478            40,056            19,661

Operating loss                                 (65,309)          (24,027)           (9,701)
Other income, net                                  972             1,850               192

Loss before provision for taxes and
 minority interest                             (64,337)          (22,177)           (9,509)

Provision for taxes                              1,754               100             1,223
Minority interest                                 (136)               21               128

Net loss                                       (65,955)          (22,298)          (10,860)

Net loss per share, basic and diluted            (0.42)            (0.14)            (0.08)

Shares used in per-share calculation,
 basic and diluted                             156,000           156,000           144,000


   5

                                 Luminent, Inc.
                      Condensed Consolidated Balance Sheets
                                 (in thousands)



                                              June 30, 2001      Dec. 31, 2000
                                                           
ASSETS
  Current Assets
    Cash and short-term investments                93,118           132,860
    Accounts receivable, net                       24,553            21,613
    Inventories, net                               29,961            39,428
    Other current assets                           31,261            15,326
      Total current assets                        178,893           209,227

  Property and equipment, net                      52,305            51,366
  Goodwill, net                                   302,564           341,540
  Other assets                                      7,864             3,247
    Total assets                                  541,626           605,380

LIABILITIES AND STOCKHOLDERS' EQUITY
  Current Liabilities
    Accounts payable                               21,143            20,021
    Short-term borrowings and current
     portion of long-term debt                     14,974            10,564
    Accrued expenses                               19,769            16,971

      Total current liabilities                    55,886            47,556

  Long-term debt, net of current portion            8,596             9,550
  Other long-term liabilities                         702               779
    Total liabilities                              65,184            57,885

  Minority interest                                   329               444

  Stockholders' Equity
    Common stock                                      156               156
    Additional paid-in capital                    635,066           635,066
    Deferred stock compensation                   (36,658)          (55,570)
    Accumulated other comprehensive loss           (4,959)           (3,360)
    Accumulated deficit                          (117,492)          (29,241)
        Total stockholders' equity                476,113           547,051
        Total liabilities and
         stockholders' equity                     541,626           605,380



- --------------------------------------------------------------------------------
Contact:
     Luminent, Inc.
     Eric Blachno, 818/773-9044