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): October 22, 2003

MRV COMMUNICATIONS, INC.

(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

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

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

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

TABLE OF CONTENTS

	Item 5. Other Events.
	Item 12 — Results of Operations and Financial Condition.
SIGNATURE
EXHIBIT 99.1
EXHIBIT 99.2

Item 5. Other Events.

On October 22, 2003, MRV publicly announced its statements of operations for the three and nine months ended September 30, 2003 and 2002, and its balance sheets at September 30, 2003 and December 31, 2002. These financial statements, which are included herein as part of Item 5 of this Report, follow on pages 3 and 4 of this report.

[Remainder of this page intentionally left blank]

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MRV Communications, Inc.

Statements of Operations

(In thousands, except per share data)

		Three Months Ended						Nine Months Ended
		Sept. 30,			Sept. 30,			Sept. 30,			Sept. 30,
		2003			2002			2003			2002
Net revenue		$	56,817		$	60,833		$	169,892		$	184,878
Cost of goods sold			38,397			43,377			117,044			127,205
Gross profit			18,420			17,456			52,848			57,673
Operating costs and expenses:
	Product development and engineering		8,088			11,681			23,714			41,726
	Selling, general and administrative		16,832			21,365			45,432			69,224
	Amortization of intangibles		9			29			25			86
	Impairment loss on long-lived assets		—			16,516			—			16,516
	Impairment loss on goodwill and other intangibles		356			72,697			356			72,697
Total operating costs and expenses			25,285			122,288			69,527			200,249
Operating loss			(6,865	)		(104,832	)		(16,679	)		(142,576	)
Other expense, net			526			374			5,930			10,328
Loss before minority interest, provision for taxes, extraordinary gain, and cumulative effect of an accounting change			(7,391	)		(105,206	)		(22,609	)		(152,904	)
Minority interest			51			43			79			145
Provision for taxes			412			11,869			1,333			12,911
Loss before extraordinary gain and cumulative effect of an accounting change			(7,854	)		(117,118	)		(24,021	)		(165,960	)
Extraordinary gain, net of tax			1,950			—			1,950			—
Cumulative effect of an accounting change			—			—			—			(296,355	)
Net loss		$	(5,904	)	$	(117,118	)	$	(22,071	)	$	(462,315	)
Earnings per share:
Basic and diluted loss per share:
	Loss before extraordinary gain and cumulative effect of an accounting change	$	(0.08	)	$	(1.24	)	$	(0.24	)	$	(1.85	)
	Extraordinary gain, net of tax	$	0.02		$	—		$	0.02		$	—
	Cumulative effect of an accounting change	$	—		$	—		$	—		$	(3.30	)
	Net loss	$	(0.06	)	$	(1.24	)	$	(0.22	)	$	(5.15	)
Weighted average number of shares:
Basic and diluted			103,097			94,351			101,152			89,800

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MRV Communications, Inc.

Balance Sheets

(In thousands)

		Sept. 30,		December 31,
		2003		2002
		(Unaudited)
ASSETS
Current assets:
	Cash and cash equivalents	$	75,136	$	100,618
	Short-term marketable securities		1,666		11,738
	Time deposits		1,711		2,789
	Accounts receivable, net		52,297		50,965
	Inventories		35,857		32,695
	Other current assets		4,694		11,283
Total current assets			171,361		210,088
Property and equipment, net			27,761		35,169
Goodwill			29,965		29,740
Intangibles			110		135
Long-term marketable securities			9,158		1,447
Deferred income taxes			3,314		2,637
Investments			3,063		3,063
Other assets			2,030		2,524
		$	246,762	$	284,803
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
	Current maturities of long-term debt and short-term obligations	$	2,790	$	7,393
	Convertible subordinated notes		—		32,418
	Accounts payable		42,590		41,308
	Accrued liabilities		24,872		31,542
	Deferred revenue		3,540		3,950
	Other current liabilities		3,044		2,289
Total current liabilities			76,836		118,900
Long-term debt			349		390
Convertible notes			23,000		—
Other long-term liabilities			4,293		3,666
Minority interest			5,284		7,371
Commitments and contingencies
Stockholders’ equity			137,000		154,476
		$	246,762	$	284,803

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Item 12 — Results of Operations and Financial Condition.

On October 22, 2003, registrant made an earnings release announcing registrant’s third quarter 2003 financial results, the text of which is set forth in Exhibit 99.1 attached hereto. All information in the press release is presented as of October 22, 2003, and registrant does not assume any obligation to update such information in the future.

On October 22, 2003, as previously announced, registrant held a teleconference and audio web cast to discuss its third quarter 2003 results. The script prepared for use by registrant’s executives at this presentation is furnished herewith as Exhibit 99.2. All information in the script and web cast is presented as of October 22, 2003, and registrant does not assume any obligation to update such information in the future.

The information included in this Item 12, as well as Exhibits 99.1 and 99.2 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.

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SIGNATURE

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, thereunto duly authorized.

Date: October 24, 2003

MRV COMMUNICATIONS, INC.
By:	/s/ Noam Lotan
	Noam Lotan
	President and Chief Executive Officer

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