-----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, QuQFkGzYP66p2zaDCLadZMCuoWSNgE8LfgcqccptNfi/DPcMiTZyJk1Fr40TYH6i KpzEyHBf+zRM80ioAjVNzA== 0000950148-99-002476.txt : 19991117 0000950148-99-002476.hdr.sgml : 19991117 ACCESSION NUMBER: 0000950148-99-002476 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990930 FILED AS OF DATE: 19991115 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: SEC FILE NUMBER: 001-11174 FILM NUMBER: 99752611 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 1 FORM 10-Q (9/30/1999) 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] Report under Section 13 or 15 (d) of the Securities Exchange Act of 1934 for the quarterly period ended September 30, 1999 [ ] 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.) 8943 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 September 30, 1999, there were 27,152,046 shares of Common Stock, $.0034 par value per share, outstanding. 2 MRV COMMUNICATIONS, INC. Form 10-Q September 30, 1999 INDEX
PAGE NUMBER ----------- PART I FINANCIAL INFORMATION Item 1: Financial Statements: Condensed Consolidated Balance Sheets as of September 30, 1999 (unaudited) and December 31, 1998 (audited) 3 Condensed Consolidated Statements of Operations (unaudited) for the Nine Months and Three Months ended September 30, 1999 and 1998 4 Condensed Consolidated Statements of Cash Flows (unaudited) for the Nine Months ended September 30, 1999 and 1998 5 Notes to Condensed Consolidated Financial Statements 6 Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations 10 PART II OTHER INFORMATION 24 Item 6: Exhibits and Reports on Form 8-K 24 SIGNATURE 25
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)
- ------------------------------------------------------------------------------------------------------- September 30, December 31, 1999 1998 (Unaudited) (Audited) - ------------------------------------------------------------------------------------------------------- ASSETS CURRENT ASSETS: Cash & cash equivalents $ 30,128 $ 20,692 Short-term investments 16,103 30,493 Accounts receivable, net of reserves of $8,303 in 1999 and $8,489 in 1998 57,678 54,596 Inventories 49,966 47,467 Deferred income taxes 4,876 5,035 Other current assets 6,303 5,508 - ------------------------------------------------------------------------------------------------------- Total current assets 165,054 163,971 PROPERTY AND EQUIPMENT - At cost, net of depreciation and amortization 19,962 19,357 OTHER ASSETS: Goodwill 28,388 26,666 Investments, principally U.S. Treasuries 97,604 100,138 Deferred income taxes 5,886 5,661 Loan financing costs and other 3,457 4,579 - ------------------------------------------------------------------------------------------------------- $ 320,351 $ 320.192 - ------------------------------------------------------------------------------------------------------- LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Current maturities of financing lease obligations $ 51 $ 185 Accounts payable 31,389 29,757 Accrued liabilities 13,683 13,606 Accrued restructuring costs -- 82 Deferred revenue 1,646 4,398 Income taxes payable 1,130 445 - ------------------------------------------------------------------------------------------------------- Total current liabilities 47,899 48,473 LONG-TERM LIABILITIES: Convertible debentures 90,000 90,000 Capital lease obligations, net of current portion 1,938 1,400 Deferred income taxes 365 48 Other long-term liabilities 2,659 2,869 - ------------------------------------------------------------------------------------------------------- Total long term liabilities 94,962 94,317 MINORITY INTERESTS 2,425 2,973 STOCKHOLDERS' EQUITY: Preferred stock, $0.01 par value: 1,000 shares authorized no shares outstanding -- -- Common stock, $0.0034 par value: 80,000 shares authorized and 27,152 shares outstanding in 1999 and 26,639 shares outstanding in 1998 95 88 Additional paid-in capital 182,537 180,656 Retained earnings (deficit) (5,285) (5,471) Treasury stock (133) (133) Other comprehensive income (loss) (2,149) (711) - ------------------------------------------------------------------------------------------------------- Total stockholders' equity 175,065 174,429 - ------------------------------------------------------------------------------------------------------- $ 320,351 $ 320,192 - -------------------------------------------------------------------------------------------------------
See accompanying notes 3 4 MRV COMMUNICATIONS, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data)
Nine Months Ended, Three Months Ended - --------------------------------------------------------------------------- ------------------------------ September 30, September 30, September 30, September 30, 1999 1998 1999 1998 (Unaudited) (Unaudited) (Unaudited) (Unaudited) - --------------------------------------------------------------------------- ------------------------------ REVENUES: Revenues, net $ 214,621 $ 189,192 $ 71,254 $ 62,624 - --------------------------------------------------------------------------- ------------------------------ COSTS AND EXPENSES: Cost of goods sold 138,614 109,098 44,653 38,344 Research and development expenses 25,513 17,337 8,476 6,812 Selling, general and administrative expenses 48,269 39,775 16,532 15,849 Purchased technology in progress -- 20,633 -- -- Restructuring costs -- 23,194 -- -- - --------------------------------------------------------------------------- ------------------------------ Operating income (loss) 2,225 (20,845) 1,593 1,619 Interest expense related to convertible notes 3,375 1,370 1,125 1,370 Other income (expense), net 3,950 3,282 1,290 1,908 Provision for income taxes 2,578 1,042 1,169 679 Minority interests 39 370 22 130 - --------------------------------------------------------------------------- ------------------------------ NET INCOME (LOSS) $ 183 $ (20,345) $ 567 $ 1,348 - --------------------------------------------------------------------------- ------------------------------ OTHER COMPREHENSIVE INCOME (LOSS): Foreign currency translation adjustment (1,438) 157 52 91 - --------------------------------------------------------------------------- ------------------------------ OTHER COMPREHENSIVE INCOME (LOSS) $ (1,255) $ (20,188) $ 619 $ 1,439 - --------------------------------------------------------------------------- ------------------------------ NET INCOME (LOSS) PER SHARE- BASIC $ 0.01 $ (0.77) $ 0.02 $ 0.05 DILUTED $ 0.01 $ (0.77) $ 0.02 $ 0.05 - --------------------------------------------------------------------------- ------------------------------ SHARES USED IN PER-SHARE CALCULATION-BASIC 26,765 26,497 26,934 26,609 SHARES USED IN PER-SHARE CALCULATION-DILUTED 29,293 26,497 30,077 27,390 - --------------------------------------------------------------------------- ------------------------------
See accompanying notes 4 5 MRV COMMUNICATIONS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Nine Months Ended September 30, ----------------------- 1999 1998 --------- ---------- NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES $ 2,960 $ (9,676) CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property and equipment (5,707) (5,277) Purchases of investments (7,519) (132,574) Proceeds from sale or maturity of investments 24,443 98,255 Cash used in acquisitions and equity purchases, net of cash received (5,595) (44,007) --------- --------- Net cash provided by (used in) investing activities 5,622 (83,603) --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES: Net proceeds from issuance of common stock 1,888 1,226 Repurchase of common stock -- (60) Proceeds from issuance of convertible debentures, net of loan acquisition costs -- 96,423 Capital lease obligations undertaken, net of principal repayments 404 203 Other -- (13) --------- --------- Net cash provided by financing activities 2,292 97,779 --------- --------- EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS (1,438) 176 --------- --------- NET INCREASE IN CASH AND CASH EQUIVALENTS 9,436 4,676 CASH AND CASH EQUIVALENTS, beginning of period 20,692 19,428 --------- --------- CASH AND CASH EQUIVALENTS, end of period $ 30,128 $ 24,104 ========= =========
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, 1998. 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 INCOME (LOSS) PER SHARE Net income (loss) per share is based on the weighted average number of common and common equivalent shares outstanding. The following schedule summarizes the information used to compute net income (loss) per common share for the nine and three months ended September 30, 1999 and 1998 (in thousands):
Nine months ended Three months ended September 30, September 30, -------------- ------------- 1999 1998 1999 1998 ------ ------ ------ ------ (Unaudited) (Unaudited) (Unaudited) (Unaudited) Weighted number of common shares used to compute basic earnings (loss) per share 26,765 26,497 26,934 26,609 ------ ------ ------ ------ Weighted common share equivalents 2,528 -- 3,143 781 ------ ------ ------ ------ Weighted number of common shares used to compute diluted earnings (loss) per share 29,293 26,497 30,077 27,390 ====== ====== ====== ======
6 7 3. INVENTORIES Inventories consist of the following as of September 30, 1999 and December 31, 1998 (in thousands):
September 30 December 31 1999 1998 ---- ---- (Unaudited) (Audited) Raw materials $19,340 $17,409 Work-in-process 14,022 10,118 Finished goods 16,604 19,940 ------- ------- $49,966 $47,467 ======= =======
4. SEGMENT REPORTING The Company designs, manufactures and sells data networking products and fiber optic components and modules. Each of these is a business segment with its respective financial performance detailed in this report. Data networking consists of Ethernet LAN routing switches and WAN and remote access devices. These products are sold to end user customers, distributors and value added resellers. Fiber optic components and modules ("Optical Access" products) include discrete components such as laser diodes and light emitting diodes and integrated components such as transmitters, receivers and transceivers. These products are sold primarily to original-equipment manufactures and through distributors. BUSINESS SEGMENT NET REVENUES for the nine months and three months ended September 30, 1999 and 1998 (in thousands):
Nine months ended Three months ended September 30, September 30, -------------- ------------- 1999 1998 1999 1998 ---- ---- ---- ---- (Unaudited) (Unaudited) (Unaudited) (Unaudited) Data networking $167,128 $154,753 $53,795 $50,811 Optical Access products 47,493 34,439 17,459 11,813 -------- -------- ------- ------- $214,621 $189,192 $71,254 $62,624 ======== ======== ======= =======
Intersegment sales from Optical Access products to data networking were $3,551,000 and $1,819,000 in the nine months ended September 30, 1999 and 1998, respectively, and $833,000 and $584,000 in the three months ended September 30, 1999 and 1998, respectively. 7 8 BUSINESS SEGMENT PROFIT (LOSS) for the nine months and three months ended September 30, 1999 and 1998 (in thousands):
Nine months ended Three months ended September 30 September 30 ------------ ------------ 1999 1998 1999 1998 ---- ---- ---- ---- (Unaudited) (Unaudited) (Unaudited) (Unaudited) Operating income (loss): Data networking $(4,356) $(26,760) $ (586) $ (14) Optical Access 6,581 5,915 2,179 1,633 Other income (expense) Interest expense related to convertible notes 3,375 1,370 1,125 1,370 Interest income 4,301 3,749 1,403 2,077 Interest expense 351 467 113 169 ------- -------- ------ ------ Income (loss) before taxes, minority interest and other comprehensive income (loss) $ 2,800 $(18,933) $1,758 $2,157 ======= ======== ====== ======
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. The purchase price paid to Whittaker consisted of $35,000,000 in cash and three-year warrants to purchase up to 421,402 shares of Common Stock of the Company at an exercise price of $35 per share. 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: PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS (excluding non-recurring items) (In thousands, except per share data) 8 9 MRV COMMUNICATIONS, INC. PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS (excluding non-recurring items) (In thousands, except per share data)
Nine Months Ended, Three Months Ended - ---------------------------------------------------------------------- ----------------------------- September 30, September 30, September 30, September 30, 1999 1998 1999 1998 (Unaudited) (Unaudited) (Unaudited) (Unaudited) - ---------------------------------------------------------------------- ----------------------------- REVENUES: Revenues, net $ 214,621 $ 189,192 $ 71,254 $ 62,624 - ---------------------------------------------------------------------- ----------------------------- COSTS AND EXPENSES: Cost of goods sold 138,614 109,098 44,653 38,344 Research and development expenses 25,513 17,337 8,476 6,812 Selling, general and administrative expenses 48,269 39,775 16,532 15,849 - ---------------------------------------------------------------------- ----------------------------- Operating income (loss) 2,225 (20,845) 1,593 1,619 Interest expense related to convertible notes 3,375 1,370 1,125 1,370 Other income (expense), net 3,950 3,282 1,290 1,908 Provision for income taxes 2,578 1,042 1,169 679 Minority interests 39 370 22 130 - ---------------------------------------------------------------------- ----------------------------- NET INCOME (LOSS) $ 183 $ (20,345) $ 567 $ 1,348 - ---------------------------------------------------------------------- ----------------------------- NET INCOME (LOSS) PER SHARE- BASIC $ 0.01 $ (0.77) $ 0.02 $ 0.05 DILUTED $ 0.01 $ (0.77) $ 0.02 $ 0.05 - ---------------------------------------------------------------------- ----------------------------- SHARES USED IN PER-SHARE CALCULATION-BASIC 26,765 26,497 26,934 26,609 SHARES USED IN PER-SHARE CALCULATION-DILUTED 29,293 26,497 30,077 27,390 - ---------------------------------------------------------------------- ----------------------------- NOTE: PRO FORMA STATEMENTS ABOVE EXCLUDE THE FOLLOWING Purchased technology in progress -- 20,633 -- -- Restructuring costs -- 23,194 -- --
9 10 ITEM 2: Management's Discussion and Analysis of Financial Condition and 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.
Nine Months Ended, Three Months Ended - --------------------------------------------------------------------------- ------------------------------ September 30, September 30, September 30, September 30, 1999 1998 1999 1998 (Unaudited) (Unaudited) (Unaudited) (Unaudited) - --------------------------------------------------------------------------- ------------------------------ REVENUES: Data Networking 77.9% 81.8% 75.5% 81.1% Optical Access 22.1 18.2 24.5 18.9 Total Revenues 100.0% 100.0% 100.0% 100.0% - --------------------------------------------------------------------------- ------------------------------ COSTS AND EXPENSES: Cost of goods sold 64.6 57.7 62.7 61.2 Research and development expenses 11.9 9.2 11.9 10.9 Selling, general and administrative expenses 22.5 21.0 23.2 25.3 Purchased technology in progress -- 10.9 -- -- Restructuring costs -- 12.3 -- -- - --------------------------------------------------------------------------- ------------------------------ Operating income (loss) 1.0 (11.0) 2.2 2.6 Interest expense related to convertible notes 1.6 0.7 1.6 2.2 Other income (expense), net 1.8 1.7 1.8 3.0 Provision for income taxes 1.2 0.6 1.6 1.1 Minority interests -- 0.2 -- 0.2 - --------------------------------------------------------------------------- ------------------------------ NET INCOME (LOSS) 0.1% (10.8)% 0.8% 2.2% - --------------------------------------------------------------------------- ------------------------------
10 11 Revenues Total revenues for the three and nine months ended September 30, 1999 were $71,254,000 and $214,621,000, respectively, as compared to total revenues for the three and nine months ended September 30, 1998 of $62,624,000 and $189,192,000, respectively. The changes represented increases of $8,630,000 or 13.8% for the quarter ended September 30, 1999 over the quarter ended September 30, 1998 and $25,429,000 or 13.4% for the nine months ended September 30, 1999 over the nine months ended September 30, 1998. o Data networking revenues for the three and nine months ended September 30, 1999 were $53,795,000 or 75.5% of total revenues and $167,128,000 or 77.9% of total revenues, respectively, as compared to data networking revenues for the three and nine months ended September 30, 1998 of $50,811,000 or 81.1% of total revenues and $154,753,000 or 81.8% of total revenues, respectively. The changes represented increases of $2,984,000 or 5.9% for the quarter ended September 30, 1999 over the quarter ended September 30, 1998 and $12,375,000 or 8.0% for the nine months ended September 30, 1999 over the nine months ended September 30, 1998. Data networking 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. o Optical Access revenues for the three and nine months ended September 30, 1999 were $17,459,000 or 24.5% of total revenues and $47,493,000 or 22.1% of total revenues, respectively, as compared to Optical Access revenues for the three and nine months ended September 30, 1998 of $11,813,000 or 18.9% of total revenues and $34,439,000 and 18.2% of total revenues, respectively. The changes represented increases of $5,646,000 or 47.8% for the quarter ended September 30, 1999 over the quarter ended September 30, 1998 and $13,054,000 or 37.9% for the nine months ended September 30, 1999 over the nine months ended September 30, 1998. Optical Access revenues increased as a result greater demand by customers for components used in the deployment of broadband technologies such as DSL and cable modems to consumers and for components that drive data at high speed and long distance over single-mode fiber. International sales accounted for approximately 53.6% and 56.7% of revenues for the quarter and nine months ended September 30, 1999, respectively, as compared to 58.5% and 60.5% of revenues for the quarter and nine months ended September 30, 1998, respectively. International sales declined as a percentage of total sales because of the traditionally slow period in Europe during the third quarter of 1999. Also contributing to the reduction in international sales were increases in domestic sales of Optical Access products. Gross Profit Gross profit for the quarter and nine months ended September 30, 1999 were $26,601,000 and $76,007,000, respectively, compared to a gross profit of $24,280,000 and $80,094,000 for the quarter and nine months ended September 30, 1998, respectively. The changes represented an increase of $2,321,000 or 9.6% for the quarter and a decrease of $4,087,000 or 5.1% for the nine months ended September 30, 1999. Gross Profit as a percentage of revenues decreased from 38.8% and 42.3% during the quarter and nine months ended September 30, 1998 to 37.3% and 35.4% during the quarter and nine months 11 12 ended September 30, 1999, respectively. The decreases in gross profit margin resulted from continuing intense price competition for networking products offset by increased sales of light wave components by Optical Access and the introduction of newer switching products with lower cost structures than the models they were designed to replace. Research and Development Research and development ("R&D") expenses were $8,476,000 and $25,513,000 for the quarter and nine months ended September 30, 1999, respectively, and represented 11.9% revenues during each period. R&D expenses were $6,812,000 and $17,337,000 and represented of 10.9% and 9.2% of revenues for the three months and nine months ended September 30, 1998, respectively. The increases of 24.4% and 47.2% in R&D spending during the quarter and nine months ended September 30, 1999 over the comparable periods in 1998 were attributable to the continued development of new networking and fiber optic products. Management believes that the ability of the Company to develop and commercialize new products is an important competitive factor, and the Company intends to continue to invest in the research and development of new products. Selling, General and Administrative Selling, general and administrative ("SG&A") expenses increased to $16,532,000 and $48,269,000, respectively, for the quarter ended and nine months ended September 30, 1999 from $15,849,000 and $39,775,000, respectively, for the quarter and nine months ended September 30, 1998. As a percentage of revenues, SG&A decreased from 25.3% to 23.2% for the quarter ended September 30, 1999 compared to the quarter ended September 30, 1998 but increased from 21.0% for the nine months ended September 30, 1998 to 22.5% for the nine months ended September 30, 1999. The decrease in SG&A expense during the three months ended September 30, 1999 as a percentage of sales is due primarily to consistency in sales on a sequential basis compared to the unusual decline in sales during the three months ended September 30, 1998 that resulted primarily from delayed introductions of new products. The increases in SG&A expense during the nine months ended September 30, 1999, 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 during the nine months ended September 30, 1998 of $20,633,000 related to R&D projects of Xyplex in progress at the time of the Xyplex Acquisition on January 30, 1998 for which there was no alternative future use. Restructuring costs during the nine months ended September 30, 1998 were $23,194,000. The restructuring costs in the first nine months of 1998 were associated with a plan adopted by the Company in March 1998 calling for the reduction of workforce, closing of certain facilities, settlement of distribution agreements and other costs. The Company did not incur these charges in 1999. 12 13 Interest expense related to convertible notes. In June 1998, the Company sold $100,000,000 principal amount of 5% convertible subordinated notes due 2003 (the "Notes") in a 144A private placement to qualified institutional investors at 100% of their principal amount, less a selling discount of 3% of the principal amount. The principal amount of the Notes was reduced to $90,000,000 when the Company repurchased $10,000,000 principal amount of the Notes at a discount from par during the last quarter of 1998. The outstanding Notes resulted in interest expense of $1,125,000 and $3,375,000 for the three and nine months ended September 30, 1999. Net Income (Loss) The Company reported net income of $567,000 and $183,000 during the three and nine months ended September 30, 1999, respectively, compared net income (loss) of $1,348,000 and ($20,345,000) during the three and nine months ended September 30, 1998, respectively. Net income for the nine months ended September 30, 1998 would have been $17,216,000, excluding $43,827,000 of charges, associated with the Xyplex Acquisition. LIQUIDITY AND CAPITAL RESOURCES In June 1998, the Company sold an aggregate $100,000,000 principal amount of 5% convertible subordinated notes due 2003 (the "Notes") in a private placement raising net proceeds of $96,423,000. The Notes are convertible into Common Stock of the Company at a conversion price of $27.0475 per share (equivalent to a conversion rate of approximately 36.97 shares per $1,000 principal amount of notes), representing an initial conversion premium of 24%, for a total of approximately 3.7 million shares of Common Stock of the Company. The Notes have a five-year term and are not callable for the first three years. Interest on the Notes is at 5% per annum and is payable semi-annually on June 15 and December 15, commencing on December 15, 1998. Cash and cash equivalents were $30,128,000 at September 30, 1999 as compared to $20,692,000 at December 31, 1998. Net cash provided by investing activities for the nine months ended September 30, 1999 was $5,622,000. Net proceeds from the sale of United States treasury securities accounted for the cash provided by investing activities offset by cash used in the purchase of plant and capital equipment and additional equity interests in partially owned subsidiaries. EFFECTS OF INFLATION 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 recent expansion of operations in Israel, which has experienced substantial inflation, there can be no assurance that inflation in Israel will not have a material adverse effect on the Company's operating results in the future. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISKS As a global enterprise, the Company faces exposure to adverse movements in foreign currency exchange rates. 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. For example, management believes that the strength of the U.S. dollar to European currencies contributed to the decline in international sales during the 13 14 second quarter of 1999. In addition, inflation or fluctuations in currency exchange rates in such countries could increase the Company's expenses. The Company's foreign currency exposures may change over time as the level of activity in foreign markets grows and could have an adverse impact upon the Company's financial results. Certain of the Company's assets, including certain bank accounts and accounts receivable, exist in non-dollar-denominated currencies, which are sensitive to foreign currency exchange rate fluctuations. The denominated-denominated currencies are principally Italian lire, Swedish krona and French francs. Additionally, certain of the Company's current and long-term liabilities are denominated principally in Italian lire, German deutschmarks and Swedish krona, which are also sensitive to foreign currency exchange rate fluctuations. 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. POST-RETIREMENT BENEFITS The Company does not provide post-retirement benefits affected by SFAS 106. 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. The Company has conducted a company-wide Year 2000 compliance program ("Y2K Program"). The Y2K Program addressed the issue of computer programs and embedded computer chips being unable to distinguish between the year 1900 and the year 2000. Accordingly, some computer hardware and software had to be modified prior to the Year 2000 in order to remain functional. The Company believes that Year 2000 compliance is substantially complete. The Company's Y2K Program was divided into four major sections: Company manufactured products, internal information systems, non-information technology systems, and third-party suppliers and customers. The general phases common to all sections were: (1) inventorying Year 2000 items; (2) assessing the Year 2000 compliance of items determined to be material to the Company; and (3) repairing or replacing material items that were determined not to be Year 2000 compliant. The Company has completed the review of all its products for Year 2000 compliance purposes. The Company believes that its products are either Year 2000 compliant or at the election of the customer can be upgraded to be Year 2000 compliant. The Company has evaluated and addressed Year 2000 issues associated with its internal information systems. Most of the Company's information computer systems were already Year 2000 compliant. The Company has finished the evaluation. Other internal information systems that have been identified as non-compliant have been upgraded to be Year 2000 compliant. The Company has evaluated and addressed Year 2000 issues associated with its non-information technology systems. Most of these systems were already Year 14 15 2000 compliant. Those non-information technology systems that are not Year 2000 compliant have been repaired or replaced. The Company has assessed the possible effects on the Company's operations of the Year 2000 compliance of its key suppliers and contract manufacturers.. The Company's reliance on suppliers and contract manufacturers and, therefore, on the proper functioning of their information systems and software, means that failure to address Year 2000 issues could have a material impact on the Company's operations and financial results. However, the potential impact and related costs are not known at this time. Through September 30, 1999 the Company spent approximately $250,000 to implement the Year 2000 compliance program. That amount has been expensed as incurred. The failure to correct a material Year 2000 problem could result in an interruption in, or a failure of, certain normal business activities or operations. Such failures could materially and adversely affect the Company's results of operations, liquidity and financial condition. Due to the general uncertainty inherent in the Year 2000 problem resulting in part from the uncertainty of the Year 2000 readiness of third-party suppliers and customers, the Company is unable to determine at this time whether the consequences of Year 2000 failures will have a material impact on the Company's results of operations, liquidity or financial condition. The Y2K Program is expected to significantly reduce the Company's level of uncertainty about the Year 2000 problem and, in particular, about the Year 2000 compliance and readiness of its material key suppliers and customers. The Company believes that, with the implementation of new business systems and completion of the Y2K Program as scheduled, the possibility of significant interruptions of normal operations should be reduced. The Company does not have a contingency plan to address the Year 2000 problem. Year 2000 compliance is an issue for virtually all businesses whose computer systems and applications may require significant hardware and software upgrades or modifications. Companies owning and operating such systems may plan to devote a substantial portion of their information systems' spending to fund such upgrades and modifications and divert spending away from networking or fiber optic solutions. Such changes in customers' spending patterns could have a material adverse impact on the Company's sales, operating results or financial condition. 15 16 CERTAIN RISK FACTORS THAT COULD AFFECT FUTURE RESULTS Risks of Technological Change; Development Delays. The Company is engaged in the design and development of devices for the computer networking, telecommunications and fiber optic communication industries. As with any new technologies, there are substantial risks that the marketplace may not accept the Company's new products. Market acceptance of the Company's products will depend, in large part, upon the ability of the Company to demonstrate performance and cost advantages and cost-effectiveness of its products over competing products and the success of the sales efforts of the Company and its customers. There can be no assurance that the Company will be able to continue to market its technology successfully or that any of the Company's current or future products will be accepted in the marketplace. Moreover, the computer networking, telecommunications and fiber optic communication industries are characterized by rapidly changing technology, evolving industry standards and frequent new product introductions, any of which could render the Company's existing products obsolete. The Company's success will depend upon its ability to enhance existing products and to introduce new products to meet changing customer requirements and emerging industry standards. The Company will be required to devote continued efforts and financial resources to develop and enhance its existing products and conduct research to develop new products. The development of new, technologically advanced products is a complex and uncertain process requiring high levels of innovation, as well as the accurate anticipation of technological and market trends. There can be no assurance that the Company will be able to identify, develop, manufacture, market or support new or enhanced products successfully or on a timely basis, that new Company products will gain market acceptance or that the Company will be able to respond effectively to product announcements by competitors, technological changes or emerging industry standards. Furthermore, from time to time, the Company may announce new products or product enhancements, capabilities or technologies that have the potential to replace or shorten the life cycle of the Company's existing product offerings and that may cause customers to defer purchasing existing Company products or cause customers to return products to the Company. Complexity of Product and Product Defects. Complex products, such as those offered by the Company, may contain undetected software or hardware errors when first introduced or when new versions are released. While the Company has not experienced such errors in the past, the occurrence of such errors in the future, and the inability to correct such errors, could result in the delay or loss of market acceptance of the Company's products, material warranty expense, diversion of engineering and other resources from the Company's product development efforts and the loss of credibility with the Company's customers, system integrators and end users, any of which could have a material adverse effect on the Company's business, operating results and financial condition. Potential Fluctuations in Operating Results. The Company expects that in the future its revenues may grow at a slower rate than was experienced in previous periods and that on a quarter-to-quarter basis, the Company's growth in revenue may be significantly lower than its historical quarterly growth rates. As a consequence, operating results for a particular quarter are extremely difficult to predict. The Company's revenue and operating results could fluctuate substantially from quarter to quarter and from year to year. This could result from any one or a combination of 16 17 factors such as the cancellation or postponement of orders, the timing and amount of significant orders from the Company's largest customers, the Company's success in developing, introducing and shipping product enhancements and new products, the product mix sold by the Company, adverse effects to the Company's financial statements resulting from, or necessitated by, past and possible future acquisitions, new product introductions by the Company's competitors, pricing actions by the Company or its competitors, the timing of delivery and availability of components from suppliers, changes in material costs and general economic conditions. Moreover, the volume and timing of orders received during a quarter are difficult to forecast. From time to time, the Company's customers encounter uncertain and changing demand for their products. Customers generally order based on their forecasts. If demand falls below such forecasts or if customers do not control inventories effectively, they may cancel or reschedule shipments previously ordered from the Company. The Company's expense levels during any particular period are based, in part, on expectations of future sales. If sales in a particular quarter do not meet expectations, operating results could be adversely affected. Moreover, in certain instances, sales cycles are becoming longer and more uncertain as MRV bids on larger projects. As a result, MRV is finding it more difficult to predict the timing of the awards of contracts and the actual placement of orders stemming from awards. There can be no assurance that these factors or others, such as those discussed in "International Operations" or those discussed immediately below would not cause future fluctuations in operating results. Further, there can be no assurance that the Company will be able to continue profitable operations. Competition and Industry Consolidation. The markets for fiber optic components and network products are intensely competitive and subject to frequent product introductions with improved price/performance characteristics, rapid technological change and the continual emergence of new industry standards. The Company competes and will compete with numerous types of companies including companies which have been established for many years and have considerably greater financial, marketing, technical, human and other resources, as well as greater name recognition and a larger installed customer base, than the Company. This may give such competitors certain advantages, including the ability to negotiate lower prices on raw materials and components than those available to the Company. In addition, many of the Company's large competitors offer customers broader product lines, which provide more comprehensive solutions than the Company currently offers. The Company expects that other companies will also enter markets in which the Company competes. Increased competition could result in significant price competition, reduced profit margins or loss of market share. There can be no assurance that the Company will be able to compete successfully with existing or future competitors or that competitive pressures faced by the Company will not materially and adversely affect the business, operating results and financial condition of the Company. In particular, the Company expects that prices on many of its products will continue to decrease in the future and that the pace and magnitude of such price decreases may have an adverse impact on the results of operations or financial condition of the Company. There has been a trend toward industry consolidation for several years. The Company expects this trend toward industry consolidation to continue as companies attempt to strengthen or hold their market positions in an evolving industry. The Company believes that industry consolidation may provide stronger competitors that are better able to compete. This could have a material adverse effect on the Company's business, operating results and financial condition. 17 18 Management of Growth. The Company has grown rapidly in recent years, with revenues increasing from $17,526,000 for the year ended December 31, 1994, to $39,202,000 for the year ended December 31, 1995, $88,815,000 for the year ended December 31, 1996, $165,471,000 for the years ended December 31, 1997 and $264,075,000 for the year ended December 31, 1998. The Company's recent growth, both internally and through the acquisitions it has made since January 1, 1995, has placed a significant strain on the Company's financial and management personnel and information systems and controls, and the Company must implement new and enhance existing financial and management information systems and controls and must add and train personnel to operate such systems effectively. While the strain placed on the Company's personnel and systems has not had a material adverse effect on the Company to date, there can be no assurance that a delay or failure to implement new and enhance existing systems and controls will not have such an effect in the future. The Company's recent growth through acquisitions and its intention to continue to pursue its growth strategy through efforts to increase sales of existing and new products can be expected to place even greater pressure on the Company's existing personnel and compound the need for increased personnel, expanded information systems, and additional financial and administrative control procedures. There can be no assurance that the Company will be able to successfully manage expanding operations. Risks Associated With Recent Acquisition. On January 30, 1998, MRV completed the Xyplex Acquisition from Whittaker. Xyplex is a leading provider of access solutions between enterprise networks and WAN 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 421,402 shares of common stock of the Company at an exercise price of $35 per share. In connection with the Xyplex Acquisition, the Company incurred charges of $20,633,000 and $15,671,000 for purchased technology and restructuring during the year ended December 31, 1998. While the Xyplex Acquisition added 11 months of Xyplex' revenues to those of the Company, the charges resulting from the Xyplex Acquisition resulted in MRV incurring a net loss of $20,106,000 or $0.86 per share during the year ended December 31, 1998. MRV originally recorded charges of $30,571,000 related to research and development projects in progress at the time of the Xyplex Acquisition. Although MRV reported these charges and its first, second and third quarter results of 1998 in accordance with established accounting practice and valuations of Xyplex' 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, MRV has reduced the value of the purchased technology in progress related to the Xyplex Acquisition to $20,633,000 and has increased the amount of goodwill by $9,938,000. This has resulted in additional charges during 1998 of $759,000 for amortization of intangibles, including goodwill, resulting from the Xyplex Acquisition and will result in charges of approximately $828,000 annually as these intangibles are amortized through January 2010. Recent actions and comments from the Securities and Exchange Commission have indicated that the Commission is reviewing the current valuation methodology of purchased in-process research and development related to business combinations. Unlike the case of many other companies, the Commission has not 18 19 notified MRV of any plans to review MRV's methodology for valuing purchased in-process research and development. The Company's action to reconsider that valuation of in process research and development related to the Xyplex Acquisition has been voluntary. The Company believes it is in compliance with all of the rules and related guidance as they currently exist. However, there can be no assurance that the Commission will not review MRV's accounting for the Xyplex Acquisition and seek to apply retroactively new guidance and further reduce the amount of purchased in-process research and development expensed by the Company. This would result in an additional restatement of previously filed financial statements of the Company and could have a material adverse impact on financial results for periods subsequent to the acquisition. Risks Associated with International Operations. International sales have become an increasingly important segment of the Company's operations. Approximately 53%, 60% and 59%, respectively, of the Company's net revenues for the years ended December 1996, 1997 and 1998, respectively, were from sales to customers in foreign countries. The Company has offices in, and conducts a significant portion of its operations in and from, Israel. MRV is, therefore, directly influenced by the political and economic conditions affecting Israel. Any major hostilities involving Israel, the interruption or curtailment of trade between Israel and its trading partners or a substantial downturn in the economic or financial condition of Israel could have a material adverse effect on the Company's operations. Sales to foreign customers are subject to government controls and other risks associated with international sales, including difficulties in obtaining export licenses, fluctuations in currency exchange rates, inflation, political instability, trade restrictions and changes in duty rates. Although the Company has not experienced any material difficulties in this regard to date, there can be no assurance that it will not experience any such material difficulties in the future. As a global enterprise, the Company faces exposure to adverse movements in foreign currency exchange rates. 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 or fluctuations in currency exchange rates in such countries could increase the Company's expenses. The Company's foreign currency exposures may change over time as the level of activity in foreign markets grows and could have an adverse impact upon the Company's financial results. The Single European Currency (Euro) was introduced on January 1, 1999 with complete transition to this new currency required by January 2002. The Company has made and expects to continue to make changes to its internal systems in order to accommodate doing business in the Euro. Any delays in the Company's ability to be Euro-compliant could have an adverse impact on the Company's results of operations or financial condition. Certain of the Company's assets, including certain bank accounts and accounts receivable, exist in non-dollar-denominated currencies, which are sensitive to foreign currency exchange rate fluctuations. The non-dollar-denominated currencies are principally Italian lire, Swedish krona and French francs. Additionally, certain of the Company's current and long-term liabilities are denominated principally in Italian lire, German deutschmarks and Swedish krona, which are also sensitive to foreign currency exchange rate fluctuations. 19 20 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. Moreover, the Company's operating results could also be adversely affected by seasonality of international sales, which are typically lower in Asia in the first calendar quarter and in Europe in the third calendar quarter. These international factors could have a material adverse effect on future sales of the Company's products to international end-users and, consequently, the Company's business, operating results and financial condition. Slowdown in Industry Growth Rates. The Company's success is dependent, in part, on the overall growth rate of the networking industry. In 1997 and 1998, industry growth was below historical rates according to industry reports. There can be no assurance that the networking industry will continue to grow or that it will achieve higher growth rates. The Company's business, operating results or financial condition may be adversely affected by any further decrease in industry growth rates. In addition, there can be no assurance that the Company's results in any particular period will fall within the ranges for growth forecast by market researchers. Manufacturing and Dependence on Suppliers and Third Party Manufacturers. The Company uses internally developed Application Specific Integrated Circuits ("ASICs"), which provide the functionality of multiple integrated circuits in one chip, in the manufacture of its LAN switching products. To develop ASICs successfully, the Company must transfer a code of instructions to a single mask from which low cost duplicates can be made. Each iteration of a mask involves a substantial up-front cost, which costs can adversely affect the Company's result of operations and financial condition if errors or "bugs" occur following multiple duplication of the masks. While the Company has not experienced material expenses to date as a result of errors discovered in ASIC masks, because of the complexity of the duplication process and the difficulty in detecting errors, the Company could suffer a material adverse effect to its operating results and financial condition if errors in developing ASICs were to occur in the future. Moreover, the Company currently relies on a single, unaffiliated foundry, Chip Express, to fabricate its ASICs. The Company does not have a long-term supply contract with Chip Express, any other ASIC vendor or any other of its limited source vendors, purchasing all of such components on a purchase order basis under standard terms of sale. While the Company believes it would be able to obtain alternative sources of supply for the ASICs or other key components, a change in ASIC or other suppliers of key components could require a significant lead time and, therefore, could result in a delay in product shipments. Although the Company has not experienced delays in the receipt of ASICs or other key components, any future difficulty in obtaining any of these key components could result in delays or reductions in product shipments which, in turn, could have a material adverse effect on the Company's business, operating results and financial condition. The Company outsources the board-level assembly, test and quality control of material, components, subassemblies and systems relating to its networking products to third party contract manufacturers. Though there are a large number of contract manufacturers which the Company can use for its 20 21 outsourcing, it has elected to use a limited number of vendors for a significant portion of board assembly requirements in order to foster consistency in quality of the products. These independent third party manufacturers also provide these services to other companies. Risks associated with the use of independent manufacturers include unavailability of or delays in obtaining adequate supplies of products and reduced control of manufacturing quality and production costs. If the Company's contract manufacturers fail to deliver products in the future on a timely basis, or at all, it could be difficult for the Company to obtain adequate supplies of products from other sources in the near term. There can be no assurance that the Company's third party manufacturers will provide adequate supplies of quality products timely or at all. While the Company could outsource with other vendors, a change in vendors may require significant lead-time and may result in shipment delays and expenses. MRV's inability to obtain such products timely, its loss of a vendor or a change in the terms and conditions of its outsourcing arrangements could have a material adverse effect on the Company's business, operating results and financial condition. The Company relies almost exclusively on its own production capability for critical semiconductor lasers and light-emitting diodes ("LEDs") used in its products. Because the Company manufactures these and other key components of its products at its own facility and such components are not readily available from other sources, any interruption of the Company's manufacturing process could have a material adverse effect on the Company's operations. Furthermore, the Company has a limited number of employees dedicated to the operation and maintenance of its wafer fabrication equipment, the loss of any of whom could result in the Company's inability to effectively operate and service such equipment. Wafer fabrication is sensitive to many factors, including variations and impurities in the raw materials, the fabrication process, performance of the manufacturing equipment, defects in the masks used to print circuits on the wafer and the level of contaminants in the manufacturing environment. There can be no assurance that the Company will be able to maintain acceptable production yields and avoid product shipment delays. In the event adequate production yields are not achieved, resulting in product shipment delays, the Company's business, operating results and financial condition could be materially adversely affected. Risks Associated with Potential Future Acquisitions. An important element of management's strategy is to review acquisition prospects that would complement the Company's existing products, augment its market coverage and distribution ability or enhance its technological capabilities. Accordingly, the Company may acquire additional businesses, products or technologies in the future. Future acquisitions by the Company could result in charges similar to those incurred in connection with the Xyplex Acquisition, potentially dilutive issuances of equity securities, the incurrence of debt and contingent liabilities and amortization expenses related to goodwill and other intangible assets, any of which could materially adversely affect the Company's business, financial condition and results of operations. Acquisitions entail numerous risks, including the assimilation of the acquired operations, technologies and products, diversion of management's attention to other business concerns, risks of entering markets in which the Company has no or limited prior experience, the potential loss of key employees of acquired organizations and difficulties in honoring commitments made to customers by management of the acquired entity prior to the acquisition. There can be no assurance as to the ability of the Company to successfully integrate the products, technologies or personnel of any business that might be acquired in the future, and the failure of the 21 22 Company to do so could have a material adverse effect on the Company's business, financial condition and results of operations. Present Lack of Patent Protection; Dependence on Proprietary Technology. The Company holds no patents and only recently has filed two patent applications and a provisional patent application in the United States with respect to certain aspects of its technology. With the Xyplex Acquisition, MRV acquired five additional provisional patent applications filed by Xyplex on certain aspects of its technology. The Company currently relies on copyrights, trade secrets and unpatented proprietary know-how, which may be duplicated by others. The Company employs various methods, including confidentiality agreements with employees and suppliers, to protect its proprietary know-how. Such methods may not afford complete protection, however. For example, others could independently develop such know-how or obtain access to it or independently develop technologies that are substantially equivalent or superior to the Company's technology. In the event that protective measures are not successful, the Company's business, operating results and financial condition could be materially and adversely affected. In addition, the laws of some foreign countries do not protect the Company's proprietary rights to the same extent, as do the laws of the United States. There can be no assurance that any patents will be issued as a result of the pending applications, including the provisional patent application, or any future patent applications, or, if issued, will provide the Company with meaningful protection from competition. In addition, there can be no assurance that any patents issued to the Company will not be challenged, invalidated or circumvented. The electronics industry has been characterized by extensive litigation regarding patents and other intellectual property rights, and companies in the electronics industry have employed intellectual property litigation to gain a competitive advantage. Since United States patent applications are presently maintained in secrecy until patents issue and since the publication of inventions in technical or patent literature tends to lag behind such patent application filings by several months, the Company cannot be certain that it was the first inventor of inventions covered by pending United States patent applications or that the Company is not infringing on the patents of others. Litigation may be necessary to enforce any patents that may be issued to the Company or other intellectual property rights of the Company, to protect the Company's trade secrets, to determine the validity and scope of the proprietary rights of others or to defend against claims of infringement. Such litigation could result in substantial costs and diversion of resources and could have a material adverse effect on the Company's business, financial condition and results of operations regardless of the final outcome of such litigation. In the event that any of the Company's products are found to infringe on the intellectual property rights of third parties, the Company would be required to seek a license with respect to such patented technology, or incur substantial costs to redesign the infringing products. There can be no assurance that any such license would be available on terms acceptable to the Company or at all, that any of the Company's products could be redesigned on an economical basis or at all, or that any such redesigned products would be competitive with the products of the Company's competitors. Risks From Year 2000 Issues. 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 22 23 Company's investigation to date, management believes that Year 2000 readiness compliance has occurred and does not anticipate that the Company will incur material operating expenses or be required to incur material costs to be year 2000 compliant. However, there can be no assurance that all Year 2000 issues have been identified or addressed by the Y2K Program. Due to the general uncertainty inherent in the Year 2000 problem, resulting in part from the uncertainty of the Year 2000 readiness of third-parties and the interconnection of global businesses, the Company cannot ensure its ability to timely and cost-effectively resolve problems associated with the Year 2000 issue that may affect its operations and business, or expose it to third-party liability. Year 2000 compliance is an issue for virtually all businesses whose computer systems and applications may require significant hardware and software upgrades or modifications. Companies owning and operating such systems may plan to devote a substantial portion of their information systems' spending to fund such upgrades and modifications and divert spending away from networking or fiber optic solutions. Such changes in customers' spending patterns could have a material adverse impact on the Company's sales, operating results or financial condition. Dependence on Key Personnel. The Company is substantially dependent upon a number of key employees, including Dr. Shlomo Margalit, its Chairman of the Board of Directors and Chief Technical Officer, and Mr. Noam Lotan, its President and Chief Executive Officer. The loss of the services of any either of these officers could have a material adverse effect on the Company. The Company has entered into employment agreements with each officer and owns and is the beneficiary of key man life insurance policies in the amounts of $1,000,000 each on the lives of Dr. Margalit and Mr. Lotan. There can be no assurance that the proceeds from these policies will be sufficient to compensate the Company in the event of the death of either of these individuals, and the policies do not cover the Company in the event that any of them becomes disabled or is otherwise unable to render services to the Company. Attraction and Retention of Qualified Personnel. The Company's ability to develop, manufacture and market its products and its ability to compete with its current and future competitors depends, and will depend, in large part, on its ability to attract and retain qualified personnel. Competition for qualified personnel in the networking and fiber optics industries is intense, and the Company will be required to compete for such personnel with companies having substantially greater financial and other resources than the Company. If the Company should be unable to attract and retain qualified personnel, the business of the Company could be materially adversely affected. There can be no assurance that the Company will be able to attract and retain qualified personnel. 23 24 PART II - OTHER INFORMATION Item 6. Exhibits and Reports of Form 8-K. (a) The following exhibits are filed as part of this Report: Exhibit No. Exhibit - ----------- ------- 27 Financial Data Schedule (b) One Report on Form 8-K, dated September 14, 1999 and reporting under Item 5, was filed during the quarter for which this report was filed. 24 25 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 November 12, 1999. MRV COMMUNICATIONS, INC. By: /s/ EDMUND GLAZER ------------------------------ Edmund Glazer Vice President of Finance and Administration and Chief Financial Officer 25 EX-27 2 FINANCIAL DATA SCHEDULE
5 1,000 U.S. DOLLARS 3-MOS DEC-31-1999 JUL-01-1999 SEP-30-1999 1 30,128 16,103 57,678 8,303 49,966 165,054 34,265 14,303 320,351 47,899 90,000 0 0 182,632 (2,282) 320,351 71,254 71,254 44,653 25,008 0 (186) 1,125 1,758 1,169 567 0 0 0 567 0.02 0.02
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