-----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, LFwMHNQrClplH7XnnHD5eh4wXcMUS+HYn5SS6QoCazoRvhvPc1NgvHdVAr+zpjSs /GOUo4EEgvmYY4sxX6HVvA== 0000950148-02-000334.txt : 20020414 0000950148-02-000334.hdr.sgml : 20020414 ACCESSION NUMBER: 0000950148-02-000334 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20020212 ITEM INFORMATION: Other events FILED AS OF DATE: 20020213 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11174 FILM NUMBER: 02540789 BUSINESS ADDRESS: STREET 1: 20415 NORDHOFF ST CITY: CHATSWORTH STATE: CA ZIP: 91311 BUSINESS PHONE: 8187730900 MAIL ADDRESS: STREET 1: 20415 NORDHOFF ST CITY: CHATSWORTH STATE: CA ZIP: 91311 8-K 1 v79195e8-k.txt FORM 8-K DATED FEBRUARY 12, 2002 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 -----END PRIVACY-ENHANCED MESSAGE-----