EX-99.1 2 a10-6403_1ex99d1.htm EX-99.1

Exhibit 99.1

 

 

MRV Announces Fourth Quarter and Fiscal Year 2009 Financial Results

 

CHATSWORTH, CA — March 16, 2010 — MRV COMMUNICATIONS, INC. (Pink Sheets: MRVC), today announced financial results for the fourth quarter and fiscal year ended December 31, 2009.

 

“During the quarter, we have made broad improvements across all of our operating segments, compared with the same quarter in the prior year.  In the fourth quarter of 2009, we generated year-over-year revenue growth of 5 percent, increased gross margin by 730 basis points, and decreased operating expenses by 2 percent, excluding the goodwill impairment charge recognized in 2008,” commented Noam Lotan, chief executive officer of MRV.

 

“We see positive signs that our markets are recovering, yet, the environment remains challenging, competitive, and uncertain. While we believe we are well positioned to emerge from the downturn with renewed strength and opportunity, it is a pivotal time for MRV as we execute upon our strategy and focus each business segment on delivering profit, innovation and technology leadership,” said Lotan.

 

Consolidated Results

 

Revenue for the fourth quarter was $124.4 million, compared with revenue of $115.1 million in the preceding quarter and $118.1 million in the fourth quarter of the prior year.  All three business segments contributed to the sequential growth.

 

Fourth quarter 2009 gross margin was 33 percent, compared with 30 percent in the prior quarter and 25 percent reported in the fourth quarter of 2008.

 

The company reported a net profit attributed to MRV of $18.1 million in the fourth quarter of 2009, or $0.11 per diluted share, which included share-based compensation charges of $0.6 million, $20.5 million gain related to the settlement reached with Fiberxon shareholders, a $3.5 million gain from investment activities, and a loss of $6.5 million from discontinued operations related to the sale of EDSLan.  This compares with a net loss of $0.5 million, or ($0.00) per share in the prior quarter, which included share-based compensation charges of $0.6 million and $0.4 million income from discontinued operations related to the sale of EDSLan.

 

For the year ended December 31, 2009 the company reported revenue of $448.1 million, compared with $466.8 million in the prior year; gross margin of 28 percent, compared with 29 percent in the prior year; and net loss attributable to MRV stockholders of $3.5 million, or ($0.02) per share.

 



 

On December 24, 2009, MRV entered into an agreement to divest its 90 percent interest in EDSLan, a communication equipment distribution company located in Milan, Italy. EDSLan was part of the Network Integration segment and the historical financial results of EDSLan have been reclassified as discontinued operations as set forth in this press release and the annual report on Form 10-K filed with the SEC. Accordingly, the related assets and liabilities of EDSLan have been classified as assets and liabilities held for sale in the balance sheet and MRV recognized a loss related to the write down of EDSLan assets to the net realizable value in 2009.

 

Operating Segment Results

 

The Network Equipment group reported revenue of $29.7 million, compared with $26.6 million in the prior quarter and $29.8 million in the fourth quarter of 2008.  Network Equipment revenue for fiscal 2009 was $104.5 million, compared with $125.6 million in the same period of the prior year.

 

The Network Integration group reported revenue of $41.2 million, compared with $35.3 million in the third quarter of fiscal 2009, and $45.0 million in the fourth quarter of fiscal 2008.  Network Integration group reported revenue of $143.3 million for fiscal 2009, compared with $153.3 million in 2008.

 

The Optical Components group, Source Photonics, reported revenue of $56.6 million in the fourth quarter 2009, compared with $55.9 million in the prior quarter and $46.4 million in the fourth quarter of 2008.  Optical Components revenue for fiscal year 2009 was $210.6 million, compared with $201.6 million in 2008.

 

Conference Call

 

MRV will host a conference call to discuss its fourth quarter and fiscal year 2009 financial results today at 5:00 p.m. Eastern time (2:00 p.m. Pacific time).  For parties in the United States and Canada, call 877-941-2068 to access the conference call.  International parties can access the call at 480-629-9712. MRV will offer its live audio broadcast of the conference call, along with the financial presentation, on the MRV Investor website at http://ir.mrv.com. For replay information, please visit the MRV Investor website.

 

Forward-Looking Statements

 

This press release contains statements regarding future financial and operating results of MRV, management’s assessment of business trends, specifically MRV’s position to take advantage of key emerging industry trends and management’s expectations regarding those trends, and other statements about management’s future expectations, beliefs, goals, plans or prospects and those of the market segments in which MRV is engaged that are based on management’s current expectations, estimates, forecasts and projections about MRV and its consolidated businesses and the respective market segments in which MRV’s businesses operate, in addition to managements’ assumptions. Statements in this press release regarding MRV’s future financial and operating results, which are not statements of historical facts, constitute forward- looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995.  Words such as “expects,” “anticipates,” “envisions,” “estimates,” “targets,” “intends,” “plans,” “believes,” “seeks,” “should,” “forecasts,” “projects,” variations of such words and similar expressions are intended to identify such forward-looking statements which are not statements of historical facts. These forward-looking statements are not guarantees of future performance or that the events anticipated will occur or that expected conditions will remain the same or improve.  These statements involve certain risks, uncertainties and assumptions, the likelihood of which are difficult to assess and may not occur, including risks that each of its business segments may not make the expected progress in its respective market, or that management’s long term strategy may not achieve the expected results. Other risks and uncertainties

 



 

relate to delayed lead times in receiving components and delivery times to customers due to short-term capacity constraints, potential changes in relationships with MRV’s customers and suppliers and their financial condition, MRV’s success in developing, introducing and shipping product enhancements and new products, increased competition in our market segments, market acceptance of new products, continued market acceptance of existing products and continued success in selling the products of other companies, product price discounts, the timing and amount of significant orders from customers, obsolete inventory or product returns, warranty and other claims on products, the continued ability of MRV to protect its intellectual property rights and avoid onerous licensing fees, changes in product mix, maturing product life cycles, implementation of operating cost structures that align with revenue growth, political instability in areas of the world in which MRV operates, currency fluctuations, changes in accounting rules, general economic conditions, as well as changes in such conditions specific to our market segments, risks of manufacturing and maintaining intellectual property rights in Asia, litigation related to MRV’s historical stock option granting practices, its acquisition of Fiberxon, Inc. and patent infringement claims by others, and maintenance of our inventory and production backlog.  Therefore, actual outcomes, performance and results may differ from what is expressed or forecast in such forward-looking statements, and such differences may vary materially from current expectations.

 

For further information regarding risks and uncertainties associated with MRV’s businesses, please refer to the “Management’s Discussion and Analysis of Results of Operations and Financial Condition” and “Risk Factors” sections of MRV’s SEC filings, including, but not limited to, its annual report on Form 10-K for the year ended December 31, 2009, and its quarterly reports on Form 10-Q, copies of which may be obtained by contacting MRV’s investor relations department or at MRV’s website at www.mrv.com or from the SEC’s EDGAR website at www.sec.gov.

 

All information in this release is as of March 16, 2010.  MRV undertakes no duty to update any forward-looking statement to conform the statement to actual results or changes in MRV’s expectations.

 

About MRV Communications, Inc.

 

MRV Communications, Inc. is a leading networking company with a full line of packet-optical transport (“POTS”), carrier Ethernet, 40G and out-of-band networking equipment, services and optical components for high-speed carrier and enterprise networks and specialized aerospace, defense and other communications networks. MRV’s networking business provides equipment for commercial customers, governments and telecommunications service providers. MRV markets and sells its products worldwide, with operations in Europe that provide network system design, integration and distribution. The company’s optical components business which provides optical communications components for access and Fiber-to-the-Premises applications operates under the Source Photonics brand. For more information about MRV and its products, please call (818) 773-0900 or visit www.mrv.com and www.sourcephotonics.com.

 

Investor Relations

 

The Blueshirt Group for MRV

MRV Communications, Inc.

 

Maria Riley

Investor Relations

 

(415) 217-2631

(818) 886-MRVC (6782)

 

maria@blueshirtgroup.com

ir@mrv.com

 

 

 



 

MRV Communications, Inc.

Statement of Operations

(In thousands, except per share data)

 

 

 

Three Months Ended

 

Year Ended

 

 

 

Dec 31,
2009

 

Dec 31,
2008

 

Dec 31,
2009

 

Dec 31,
2008

 

 

 

(Unaudited)

 

 

 

 

 

Revenue

 

$

124,446

 

$

118,082

 

$

448,120

 

$

466,821

 

Cost of goods sold

 

83,790

 

88,125

 

322,306

 

331,753

 

Gross profit

 

40,656

 

29,957

 

125,814

 

135,068

 

Gross margin

 

33

%

25

%

28

%

29

%

 

 

 

 

 

 

 

 

 

 

Operating costs and expenses:

 

 

 

 

 

 

 

 

 

Product development and engineering

 

9,896

 

8,640

 

36,735

 

38,746

 

Selling, general and administrative

 

28,740

 

30,770

 

99,622

 

116,595

 

Impairment of goodwill

 

 

100,250

 

 

100,250

 

Amortization of intangibles

 

565

 

564

 

2,257

 

2,434

 

Total operating expenses

 

39,201

 

140,224

 

138,614

 

258,025

 

Operating income (loss)

 

1,455

 

(110,267

)

(12,800

)

(122,957

)

 

 

 

 

 

 

 

 

 

 

Interest Expense

 

(690

)

(826

)

(2,958

)

(3,497

)

Gain from settlement of deferred consideration obligation

 

20,524

 

 

20,524

 

 

Gain from sales of investments in unconsolidated entities

 

3,488

 

2,580

 

3,488

 

2,580

 

Other income, net

 

265

 

(1,695

)

1,198

 

1,703

 

Income (loss) from continuing operations before taxes

 

25,042

 

(110,208

)

9,452

 

(122,171

)

Provision (benefit) for income taxes

 

54

 

426

 

5,345

 

1,936

 

Net income (loss) of continuing operations

 

24,988

 

(110,634

)

4,107

 

(124,107

)

 

 

 

 

 

 

 

 

 

 

Income (loss) from discontinued operations, net of tax

 

(6,512

)

337

 

(5,772

)

1,002

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

18,476

 

(110,297

)

(1,665

)

(123,105

)

Less:

 

 

 

 

 

 

 

 

 

Net income (loss) from continuing operations attributable to noncontrolling interests

 

323

 

63

 

1,757

 

40

 

Net income (loss) from discontinued operations attributable to noncontrolling interests

 

15

 

30

 

47

 

59

 

Net income (loss) attributable to MRV

 

$

18,138

 

$

(110,390

)

$

(3,469

)

$

(123,204

)

 

 

 

 

 

 

 

 

 

 

Net income (loss) from continuing operations attributable to MRV

 

$

24,665

 

$

(110,697

)

$

2,350

 

$

(124,147

)

Net income (loss) from discontinued operations attributable to MRV

 

$

(6,527

)

$

307

 

$

(5,819

)

$

943

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) attributable to MRV per share - basic:

 

 

 

 

 

 

 

 

 

From continuing operations:

 

$

0.16

 

$

(0.70

)

$

0.01

 

$

(0.79

)

From discontinued operations:

 

$

(0.04

)

$

0.00

 

$

(0.04

)

$

0.01

 

Net income (loss) attributable to MRV per share - basic (1)

 

$

0.12

 

$

(0.70

)

$

(0.02

)

$

(0.78

)

 

 

 

 

 

 

 

 

 

 

Net income (loss) attributable to MRV per share - diluted:

 

 

 

 

 

 

 

 

 

From continuing operations:

 

$

0.16

 

$

(0.70

)

$

0.01

 

$

(0.79

)

From discontinued operations:

 

$

(0.04

)

$

0.00

 

$

(0.04

)

$

0.01

 

Net income (loss) attributable to MRV per share - diluted (1)

 

$

0.11

 

$

(0.70

)

$

(0.02

)

$

(0.78

)

 

 

 

 

 

 

 

 

 

 

Weighted average number of shares:

 

 

 

 

 

 

 

 

 

Basic

 

157,608

 

157,438

 

157,547

 

157,323

 

Diluted

 

157,987

 

157,438

 

157,665

 

157,323

 

 


(1) Amounts may not add due to rounding.

 



 

MRV Communications, Inc.

Balance Sheet

(in Thousands)

 

 

 

December 31,

 

December 31,

 

 

 

2009

 

2008

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

55,909

 

$

67,931

 

Short-term marketable securities

 

17,879

 

12,295

 

Restricted time deposits

 

18,680

 

1,335

 

Accounts receivable, net

 

103,247

 

83,235

 

Inventories

 

61,803

 

84,260

 

Deferred income taxes

 

3,217

 

2,095

 

Other current assets

 

35,492

 

32,291

 

Current assets from discontinued operations held for sale

 

39,640

 

40,009

 

Total current assets

 

335,867

 

323,451

 

Property and equipment, net

 

23,723

 

22,502

 

Goodwill

 

25,707

 

24,640

 

Deferred income taxes, net of current portion

 

185

 

1,480

 

Intangibles, net

 

7,303

 

9,560

 

Other assets

 

4,969

 

5,824

 

Noncurrent assets from discontinued operations held for sale

 

 

5,429

 

Total assets

 

$

397,754

 

$

392,886

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Short-term debt

 

$

66,088

 

$

24,522

 

Deferred consideration payable

 

8,012

 

30,036

 

Accounts payable

 

60,552

 

77,162

 

Accrued liabilities

 

36,003

 

38,832

 

Deferred revenue

 

14,048

 

12,525

 

Other current liabilities

 

4,615

 

2,588

 

Current liabilities from discontinued operations held for sale

 

27,109

 

26,138

 

Total current liabilities

 

216,427

 

211,803

 

Other long-term liabilities

 

7,322

 

7,921

 

Long-term liabilities from discontinued operations held for sale

 

 

1,351

 

Commitments and contingencies

 

 

 

 

 

Total MRV stockholders’ equity

 

167,286

 

166,700

 

Non-controlling interests

 

6,719

 

5,111

 

Total Equity

 

174,005

 

171,811

 

Total liabilities and stockholders’ equity

 

$

397,754

 

$

392,886