-----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, VqKVDpYhMREjYL1QFZuCSAuiDTqH1OuexzYWRKQRpa/P8z/lk+TmL0wmD2RzUUjm aXjdrXwhNv8tzG2kk3BxTg== 0000950148-97-002084.txt : 19970815 0000950148-97-002084.hdr.sgml : 19970815 ACCESSION NUMBER: 0000950148-97-002084 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970630 FILED AS OF DATE: 19970814 SROS: NASD 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 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11174 FILM NUMBER: 97660217 BUSINESS ADDRESS: STREET 1: 8917 FULLBRIGHT AVE CITY: CHATSWORTH STATE: CA ZIP: 91311 BUSINESS PHONE: 8187739044 MAIL ADDRESS: STREET 1: 8943 FULLBRIGHT AVE CITY: CHATSWORTH STATE: CA ZIP: 91311 10-Q 1 FORM 10-Q 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] Quarterly Report under Section 13 or 15 (d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 1997 [ ] 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 July 30, 1997, there were 23,533,498 shares of Common Stock, $.0034 par value per share, outstanding. 2 MRV COMMUNICATIONS, INC. Form 10-Q June 30, 1997 INDEX
PAGE NUMBER ----------- PART I FINANCIAL INFORMATION Item 1: Financial Statements: Condensed Consolidated Balance Sheets as of June 30, 1997 (unaudited) and December 31, 1996 (audited) 3 Condensed Consolidated Statements of Income (unaudited) for the Six and Three Months ended June 30, 1997 and 1996 4 Condensed Consolidated Statements of Cash Flows (unaudited) for the Six Months ended June 30, 1997 and 1996 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 SIGNATURE 11
As used in this Report, "MRV" or the "Company" refers to MRV Communications, Inc. and its wholly owned consolidated subsidiaries. 2 3 MRV COMMUNICATIONS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except share data)
- ------------------------------------------------------------------------------------------ JUNE 30, DECEMBER 31, 1997 1996 (unaudited) (audited) - ------------------------------------------------------------------------------------------ ASSETS CURRENT ASSETS: Cash & Cash Equivalents $ 6,856 $14,641 Short-term investments 24,981 17,659 Accounts receivable, net of reserves of $2,518 in 1997 and $2,404 in 1996 32,780 24,296 Inventories 21,264 18,238 Deferred income taxes 2,760 2,660 Other current assets 4,008 4,377 - ------------------------------------------------------------------------------------------ Total current assets 92,649 81,871 PROPERTY AND EQUIPMENT - At cost, net of depreciation and amortization 6,071 6,248 OTHER ASSETS: Goodwill 2,603 2,788 Deferred income taxes 5,916 6,036 - ------------------------------------------------------------------------------------------ $107,239 $96,943 - ------------------------------------------------------------------------------------------ LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Current maturities of financing lease obligations $ 56 $ 119 Accounts payable 16,249 11,328 Accrued liabilities 4,525 6,389 Accrued restructuring costs 2,487 3,549 Customer deposits 474 1,500 Income taxes payable 2,768 2,013 - ------------------------------------------------------------------------------------------ Total current liabilities 26,559 24,898 LONG-TERM LIABILITIES Convertible debentures -- 17,325 Capital lease obligations, net of current portion 926 1,035 Other long-term liabilities 663 532 - ------------------------------------------------------------------------------------------ Total long term liabilities 1,589 18,892 MINORITY INTERESTS 922 852 COMMON STOCK ISSUED IN CONNECTION WITH ACQUISITION -- 10,530 SHAREHOLDERS' EQUITY: Preferred stock, $0.01 par value: no shares outstanding Common stock, $0.0033 par value: 40,000,000 shares authorized and 23,226,581 shares outstanding in 1997 and 21,745,481 shares outstanding in 1996 79 70 Additional paid-in capital 76,793 49,636 Retained earnings (Deficit) 1,602 (7,950) Cumulative translation adjustments (305) 15 - ------------------------------------------------------------------------------------------ Total stockholders' equity 78,169 41,771 - ------------------------------------------------------------------------------------------ $107,239 $96,943 - ------------------------------------------------------------------------------------------
See accompanying notes 3 4 MRV COMMUNICATIONS, INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME (In thousands, except share data)
Six Months Ended Three Months Ended ------------------------------ ------------------------------- June 30, June 30, June 30, June 30, 1997 1996 1997 1996 (Unaudited) (Unaudited) (Unaudited) (Unaudited) - --------------------------------------------------------------------------------------------------------------- REVENUES, net $75,092 $35,115 $39,528 $19,586 - --------------------------------------------------------------------------------------------------------------- COSTS AND EXPENSES: Cost of goods sold 43,061 20,400 22,885 11,411 Research and development expenses 5,789 3,676 3,041 1,992 Selling, general and administrative expenses 12,007 5,095 6,232 2,959 - --------------------------------------------------------------------------------------------------------------- Operating income 14,235 5,944 7,370 3,224 Interest expense related to convertible debentures and acquisition (427) -- (19) -- Other income, net 119 164 285 84 Provision for income taxes 4,305 1,883 2,367 962 Minority interests 70 63 60 -- - --------------------------------------------------------------------------------------------------------------- NET INCOME $ 9,552 $ 4,162 $ 5,209 $ 2,346 - --------------------------------------------------------------------------------------------------------------- EARNINGS PER SHARE: $ 0.38 $ 0.19 $ 0.21 $ 0.11 - --------------------------------------------------------------------------------------------------------------- WEIGHTED AVERAGE NUMBER OF COMMON SHARES AND COMMON SHARE EQUIVALENTS OUTSTANDING: 24,892 22,047 25,205 22,204 - ---------------------------------------------------------------------------------------------------------------
PRO FORMA INFORMATION (prior to non-recurring charges)
------------------------------ ------------------------------- Six Months Ended Six Months Ended ------------------------------ ------------------------------- June 30, June 30, June 30, June 30, 1997 1996 1997 1996 (Unaudited) (Unaudited) (Unaudited) (Unaudited) --------------------------------------------------------------------- NET INCOME PRIOR TO NON-RECURRING CHARGES NET OF THEIR TAX EFFECTS $ 9,979 $ 4,162 $ 5,228 $ 2,346 EARNINGS PER SHARE PRIOR TO NON-RECURRING CHARGES NET OF THEIR TAX EFFECTS $ 0.40 $ 0.19 $ 0.21 $ 0.11
See accompanying notes 4 5 MRV COMMUNICATIONS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited, in thousands)
Six months ended June 30 ----------------------- 1997 1996 -------- ------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 9,552 $ 4,162 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization 735 263 Interest related to convertible debentures and acquisition 427 -- Minority interests' share of income 70 744 (Increase) decrease in: Accounts receivable (8,484) (8,761) Inventories (3,026) (7,474) Deferred income taxes 20 18 Other assets 369 (1,297) Increase (decrease) in: Accounts payable 4,921 8,000 Accrued liabilities (1,864) 607 Accrued restructuring costs (1,062) -- Income taxes payable 755 723 Customer deposits (1,026) -- Deferred rent -- (6) Other long term liabilities 131 133 - --------------------------------------------------------------------------------------- Net cash (used in) operating activities 1,518 (2,888) - --------------------------------------------------------------------------------------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property and equipment (373) (2,774) Purchases of intangible assets -- (407) Restricted cash -- 4,494 Assumptions of capital lease -- 1,083 Purchases of investments (31,178) -- Redemption of short-term investments 23,856 1,000 - --------------------------------------------------------------------------------------- Net cash provided by (used in) investing activities (7,695) 3,396 - --------------------------------------------------------------------------------------- CASH FLOWS FROM FINANCING ACTIVITIES: Repayment of capital lease obligations (172) -- Repurchase of common stock (4,230) -- Net proceeds from issuance of common stock 3,114 994 - --------------------------------------------------------------------------------------- Net cash (used in) provided by financing activities (1,288) 994 - --------------------------------------------------------------------------------------- EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS (320) -- Net decrease in cash and cash equivalents (7,785) 1,502 Cash and cash equivalents at beginning of period 14,641 1,951 - --------------------------------------------------------------------------------------- Cash and cash equivalents at end of period 6,856 3,453 - ---------------------------------------------------------------------------------------
See accompanying notes. 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, 1996. 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. NET EARNINGS PER SHARE Net earnings per share are based upon the weighted average number of shares outstanding during each of the periods, including the dilutive effect of common stock equivalents. Weighted average shares outstanding include the common stock equivalents of the convertible debentures, stock options and warrants outstanding during the period and net income for the purpose of calculating earnings per share is consequently adjusted for the interest payable to debenture holders. 3. PRO FORMA FINANCIAL DATA In September 1996, the Company completed a private placement of an aggregate of $30,000,000 principal amount of 5% convertible subordinated debentures due August 6, 1999 (the "Debentures"). Proceeds from this private placement were used to purchase the Fibronics Business. The Debentures were convertible into Common Stock of the Company at any time at the option of the holders at a discount from the market price of the Common Stock at the time of conversion that increased over the life of the Debentures until it reached a floor. At a meeting of the Emerging Issues Task Force held on March 13, 1997, the staff of the Securities and Exchange Commission ("SEC") announced its position on the accounting treatment for the issuance of convertible preferred stock and debt securities with a beneficial conversion feature such as that contained in the Debentures. As announced, the SEC requires that a beneficial conversion feature attached to instruments such as the Debentures that are convertible into equity be recognized and measured by allocating a portion of the proceeds equal to the intrinsic value of that feature to additional paid-in capital and charging it to interest expense. As a result of this position, the Company added a non-recurring, non-cash charge to its results of operations for the three and six months ended June 30, 1997 related to the issuance of the Debentures in the amount of $19,100 and $427,000, respectively. The following unaudited pro forma summary sets forth results of operations excluding the non-recurring charges for interest related to convertible debentures and acquisition. Dollars in Thousands Except Per Share Data
Six Months Ended Three Months ended June June 30, 1997 30, 1997 (Unaudited) (Unaudited) ------- ------- Revenues $75,092 $39,528 Income before income taxes 14,354 7,655 Net income 9,979 5,228
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.
Six Months Ended Three Months Ended -------------------- --------------------- June 30, June 30, June 30, June 30, 1997 1996 1997 1996 (Unaudited) (Unaudited) (Unaudited) (Unaudited) - ------------------------------------------------------------------------------------------------ REVENUES, net 100.0% 100.0% 100.0% 100.0% - ------------------------------------------------------------------------------------------------ COSTS AND EXPENSES: Cost of goods sold 57.3% 58.1% 57.9% 58.3% Research and development expenses 7.7% 10.5% 7.7% 10.2% Selling, general and administrative expenses 16.0% 14.5% 15.8% 15.1% - ------------------------------------------------------------------------------------------------ Operating income 19.0% 16.9% 18.6% 16.5% Interest expense related to convertible debentures and acquisition -0.6% 0.0% 0.0% 0.0% Other income, net 0.2% 0.5% 0.7% 0.4% Provision for income taxes 5.7% 5.4% 6.0% 4.9% Minority interests 0.1% 0.2% 0.2% 0.0% - ------------------------------------------------------------------------------------------------ NET INCOME 12.7% 11.9% 13.2% 12.0% - ------------------------------------------------------------------------------------------------
Revenues Revenues for the three and six months ended June 30, 1997 were $39,528,000 and $75,092,000, respectively, as compared to revenues for the three and six months ended June 30, 1996 $19,585,000 and $35,115,000, respectively. The changes represented increases of $19,942,000 or 102% for the quarter ended June 30, 1997 over the quarter ended June 30, 1996 and $39,997,000 or 114% for the six months ended June 30, 1997 over the six months ended June 30, 1996. Revenues increased as a result of greater marketing efforts and greater market acceptance of the Company's products, both domestically and internationally. International sales accounted for approximately 58% and 57% of revenues for the quarter and six months ended June 30, 1997, respectively, as compared to 51% and 46% of revenues for the quarter and six months ended June 30, 1996, respectively. International sales, as a percentage of total revenues, increased mainly as a result of increased sales, marketing and support resources in place in Europe and increased sales to the Pacific Rim region. Sales of networking products represented approximately 75% of total sales during each of the quarter and six months ended June 30, 1997 compared to approximately 67% and 65% for the quarter and six months ended June 30, 1996. The increase in sales of networking products was due primarily to increased sales of the MegaSwitch family of products. 7 8 Gross Profit Gross profit for the quarter and six months ended June 30, 1997 were $16,643,000 and $32,031,000, respectively compared gross profit for the quarter and six months ended June 30, 1996 of $8,174,000 and $14,715,000 for the quarter and six months ended June 30, 1996, respectively. The changes represented increases of $8,469,000 or 104% for the quarter ended June 30, 1997 over the quarter ended June 30, 1996 and $17,316,000 or 118% for the six months ended June 30, 1997 over the six months ended June 30, 1996. Gross Profit as a percentage of revenues increased from 41.7% and 41.9% during the quarter and six months ended June 30, 1996, respectively, to 42.1% and 42.7% during the quarter and six months ended June 30, 1997 as a result of increased sales of higher margin products such as the MegaSwitch family of products as well as lower cost production techniques. Research and Development Research and development ("R&D") expenses were $3,041,000 and $1,992,000 and represented 7.7% and 10.2% of revenues for the quarters ended June 30, 1997 and 1996, respectively. R&D expenses were $5,789,000 and $3,676,000 and represented 7.7% and 10.5% of revenues for the six months ended June 30, 1997 and 1996, respectively. In the case of absolute dollars, the 53% and 57% increases in R&D spending during the quarter and six months ended June 30, 1997 over the comparable periods in 1996 were attributable to the continued development of the Company's networking and fiber optic products including Ethernet/Fast Ethernet/Gigabit Ethernet switches, Gigahub modules and three-way simultaneous fiber optic transmission modules. Additional costs were also associated with the hiring of additional research and development personnel and consultants. R&D expenses as a percentage of revenues declined from 10.2% and 10.6% of revenues during the quarter and six months ended June 30, 1996, respectively, to 7.7% for each the quarter and six months ended June 30, 1997. These decreases were primarily caused because the Company's revenues during the periods increased at a faster rate than R&D expenses. 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 Selling, general and administrative ("SG&A") expenses increased to $6,232,000 for the quarter ended June 30, 1997 from $2,959,000 for the quarter ended June 30, 1996. As a percentage of revenues, SG&A increased from 15.1% for the quarter ended June 30, 1996 to 15.8% for the quarter ended June 30, 1997. SG&A expenses increased to $12,007,000 for the six months ended June 30, 1997 from $5,095,000 for the six months ended June 30, 1996. As a percentage of revenues, SG&A increased from 14.5% for the six months ended June 30, 1996 to 16.0% for the six months ended June 30, 1997. 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 additional personnel and overhead costs in additional and expanded locations. Interest Expense Related to Convertible Debentures and Acquisition To give effect to the accounting treatment announced by the staff of the SEC at the March 13, 1997 meeting of the Emerging Issues Task Force relevant to the Company's issuance of the Debentures having "beneficial conversion" features, the value of the fixed discount has been reflected in the Company's financial statements at and for the quarter and six months ended June 30, 1997 as additional interest expense and such fixed discount has been accreted through the first possible conversion date of the respective issuance. The Company will not need to report future charges relating to the issuance of the Debentures beyond the quarter and six months ended June 30, 1997 as the outstanding principal and accrued interest were paid in full at April 4, 1997 through conversion into Common Stock. See "Liquidity and Capital Resources" below. Net Income Net income increased from $2,346,000 and $4,162,000 for the quarter and six months ended June 30, 1996, respectively, to $5,209,000 and $9,552,000 for the quarter and six months ended June 30, 1997, respectively. Net income increased primarily due to substantially increased sales. 8 9 LIQUIDITY AND CAPITAL RESOURCES In October 1994, the Company received proceeds of approximately $5,497,000 from the issuance of 3,439,430 shares of Common Stock, upon exercise of the same number of warrants that had been issued in the Company's initial public offering of December 1992. In January 1995, the Company received net proceeds of approximately $9,355,000 from the public offering of 2,700,000 shares of Common Stock. In September 1996, the Company completed a private placement of $30,000,000 principal amount of Debentures. The Debentures were convertible into Common Stock at a discount from the market price at the time of conversion. At April 4, 1997, principal and accrued interest on the Debentures had been paid in full through their conversion into a total of 1,816,159 shares of Common Stock at an average conversion rate of $16.77 per share. As part of the private placement, the Company also issued to the investors three-year warrants to purchase an aggregate of up to 600,000 shares of Common Stock at a weighted average exercise price of $26.67 per share. In September 1996, the Company completed the Fibronics Acquisition from Elbit. The purchase price for the Fibronics Business was approximately $22,800,000. The purchase price was paid using a combination of cash and shares of Common Stock of the Company. The cash was provided from a portion of the proceeds of the private placement of Debentures. Elbit subsequently resold the shares of Common Stock it received from the Company in the open market. Net cash provided by operating activities for the six months ended June 30, 1997 was $1,518,000. Net cash used in financing activities for the six months ended June 30, 1997 were $1,288,000. The cash used in financing activities was primarily used for repurchase of the Common Stock from Elbit. Net cash used in investing activities for the six months ended June 30, 1997 was $7,695,000. The cash used in investing activities was primarily used to purchase investments U.S. Government securities. INFLATION The company believes that the relatively moderate rate of inflation 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. 9 10 PART II - OTHER INFORMATION Item 1. Legal Proceedings. As previously reported, in July 1996, R. Douglas Sherrod, a former employee of the Company who was terminated in August 1994, filed an action in Superior Court of Los Angeles County, California against the Company and three of its executive officers and directors, Mr. Noam Lotan, Dr. Shlomo Margalit and Dr. Zeev Rav-Noy. In July 1997, the parties agreed to settle the lawsuit for, among other things, Mr. Sherrod's agreement to release his claims and dismiss his lawsuit with prejudice. The terms of the settlement for the Company are considered by management not to be material to the Company's financial condition or results of operations. On December 27, 1996, Datapoint Corporation ("Datapoint") brought an action against the 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 alleges 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) During August and September 1996, the Company sold an aggregate of $30 million principal amount 5% convertible subordinated debentures due August 6, 1999 (the "Debentures") and warrants to purchase up to 600,000 shares of Common Stock at a weighted average exercise price of $26.67 per share for three years to a total of 14 investors in a private financing, receiving proceeds aggregating $30 million. The Debentures were convertible into Common Stock of the Company at any time at the option of the holders at a discount from the market price of the Common Stock at the time of conversion that increased over the life of the Debentures until it reached a floor. During the period from April 1 to April 4, 1997 the balance of the outstanding $300,000 of the $30 million principal amount of Debentures and accrued interest thereon were converted into 18,159 shares of Common Stock. The issuance of shares upon conversion of the Debentures were not effected through any 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 10 11 1933 (the "Securities Act") in reliance on Section 4(2) of the Securities Act, Regulation D promulgated thereunder or Section 3(a)(9) of the Securities Act. The recipients of securities in each such transaction represented their 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 transactions. All recipients had adequate access to information about the Company. No consideration or other remuneration was paid or given, and no solicitation was made, in connection with the conversion of the Debentures. 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 August 13, 1997. MRV COMMUNICATIONS, INC. By: /s/ EDMUND GLAZIER --------------------------------------------- Edmund Glazer Vice President of Finance and Administration and Chief Financial Officer 11 EX-27 2 EXHIBIT 27
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE COMPANY'S CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND CONDENSED CONSOLIDATED BALANCE SHEETS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH CONSOLIDATED FINANCIAL STATEMENTS. 1,000 6-MOS DEC-31-1996 JAN-01-1997 JUN-30-1997 6,856 24,981 35,298 2,518 21,264 92,649 6,071 2,007 107,239 26,559 0 0 0 79 78,090 107,239 75,092 75,092 43,061 17,796 0 114 427 14,235 4,305 9,552 0 0 0 9,552 0.38 0.38
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