-----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, VBgBOCDR/Uwj7Ng+vOF+qGnX3+lijIOfVj15pLQsZchFMt6IPxsrJwOCyWQjG67m YkAA9MboU+gPdrX8sbZKvg== 0001104659-10-018575.txt : 20100406 0001104659-10-018575.hdr.sgml : 20100406 20100406160320 ACCESSION NUMBER: 0001104659-10-018575 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20100401 ITEM INFORMATION: Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review FILED AS OF DATE: 20100406 DATE AS OF CHANGE: 20100406 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MRV COMMUNICATIONS INC CENTRAL INDEX KEY: 0000887969 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 061340090 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11174 FILM NUMBER: 10734381 BUSINESS ADDRESS: STREET 1: 20415 NORDHOFF ST CITY: CHATSWORTH STATE: CA ZIP: 91311 BUSINESS PHONE: 8187730900 MAIL ADDRESS: STREET 1: 20415 NORDHOFF ST CITY: CHATSWORTH STATE: CA ZIP: 91311 8-K 1 a10-7691_18k.htm 8-K

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 8-K

 

Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): April 1, 2010

 

MRV COMMUNICATIONS, INC.

(Exact name of Registrant as specified in its charter)

 

DELAWARE
(State or other jurisdiction of
Incorporation or organization)

 

001-11174
(Commission file number)

 

06-1340090
(I.R.S. employer
identification number)

 

20415 Nordhoff Street, Chatsworth, CA   91311

(Address of principal executive offices)      (Zip Code)

 

Registrant’s telephone number, including area code: (818) 773-0900

 

Not Applicable

Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


 

Item 4.02

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

 

On April 1, 2010, management of MRV Communications, Inc. (the “Company” or “MRV”), in consultation with the Chair of the Audit Committee of the Board of Directors, concluded that the Company should amend its previously issued consolidated financial statements that were included in its Annual Report on Form 10-K for the year ended December 31, 2009, filed with the Securities and Exchange Commission on March 16, 2010, and that such consolidated financial statements, as well as the Company’s previously issued earnings release for the fourth quarter and year ended 2009 should no longer be relied upon. The Company reached this conclusion because it identified a $3.1 million overstatement of the write-down to estimated net realizable value of the current assets from discontinued operations held for sale which caused a decrease in net loss attributable to MRV stockholders for the year ended December 31, 2009 of $3.1 million from $3.5 million to $0.4 million.

 

Today the Company is filing an amendment to its Annual Report on Form 10K for the year ended December 31, 2009 (“Form 10-K/A”).  The financial statements in the Form 10-K/A include a restated consolidated balance sheet as of December 31, 2009 and restated consolidated statements of operations, statements of stockholders’ equity, and statements of cash flows for the year ended December 31, 2009. The reported write-down to estimated net realizable value of $6.8 million was overstated by $3.1 million because the cumulative translation adjustment related to the Company’s investment in EDSLan, S.p.A. was not included in the carrying value of that investment when testing for impairment as required by Accounting Standards Codification 830-30-45-13.  The write-down to estimated net realizable value was a component of the net loss from discontinued operations of $5.8 million reported on the Company’s statement of operations for the year ended December 31, 2009, and reduced the current assets of discontinued operations held for sale on the Company’s balance sheet as of December 31, 2009.

 

The following table reconciles the Statement of Operations amounts previously reported to the restated amounts for the year ended December 31, 2009 (in thousands, except per share data):

 

 

 

As
previously
reported

 

Adjustments

 

As
restated

 

Income from continuing operations

 

$

4,107

 

$

—

 

$

4,107

 

Income (loss) from discontinued operations, net of income taxes of $927

 

(5,772

)

3,065

 

(2,707

)

Net income (loss)

 

(1,665

)

3,065

 

1,400

 

Less:

 

 

 

 

 

 

 

Income from continuing operations attributable to noncontrolling interests

 

1,757

 

—

 

1,757

 

Income from discontinued operations attributable to noncontrolling interests

 

47

 

—

 

47

 

Net loss attributable to MRV

 

(3,469

)

3,065

 

(404

)

Income from continuing operations attributable to MRV

 

$

2,350

 

$

—

 

$

2,350

 

Income (loss) from discontinued operations attributable to MRV

 

$

(5,819

)

$

3,065

 

$

(2,754

)

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

 

 

 

 

 

 

 

From continuing operations

 

$

0.01

 

$

—

 

$

0.01

 

From discontinued operations

 

$

(0.04

)

$

0.02

 

$

(0.02

)

Net loss attributable to MRV per share — basic (1)

 

$

(0.02

)

$

0.02

 

$

0.00

 

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

 

 

 

 

 

 

 

From continuing operations

 

$

0.01

 

$

—

 

$

0.01

 

From discontinued operations

 

$

(0.04

)

$

0.02

 

$

(0.02

)

Net loss attributable to MRV per share — diluted (1)

 

$

(0.02

)

$

0.02

 

$

0.00

 

Weighted average number of shares:

 

 

 

 

 

 

 

Basic

 

157,547

 

—

 

157,547

 

Diluted

 

157,665

 

—

 

157,665

 

 

(1) Amounts may not add due to rounding.

 

2


 

The following table reconciles the Balance Sheet amounts previously reported to the restated amounts (in thousands):

 

 

 

As previously
reported

 

Adjustments

 

As restated

 

Current assets from discontinued operations held for sale

 

$

39,640

 

$

3,065

 

$

42,705

 

Total current assets

 

335,867

 

3,065

 

338,932

 

Total assets

 

397,754

 

3,065

 

400,819

 

Accumulated deficit

 

(1,252,108

)

3,065

 

(1,249,043

)

Total MRV stockholders’ equity

 

167,286

 

3,065

 

170,351

 

Total equity

 

174,005

 

3,065

 

177,070

 

Total liabilities and stockholders’ equity

 

397,754

 

3,065

 

400,819

 

 

The following table reconciles the Statement of Cash Flows amounts previously reported to the restated amounts (in thousands):

 

 

 

As previously
reported

 

Adjustments

 

As restated

 

Net income (loss)

 

$

(1,665

)

$

3,065

 

$

1,400

 

Impairment of goodwill and long lived assets of discontinued operations

 

6,883

 

(3,065

)

3,818

 

Net cash used in operating activities

 

(16,569

)

—

 

(16,569

)

 

Management and the Company’s independent registered public accounting firm discussed and investigated the matters disclosed in this Item 4.02 on March 30, 2010, and brought the issue to the attention of the Chair of the Audit Committee on March 31, 2010. On April 1, 2010, the Company determined that the previously filed financial statements and the related report of the Independent Registered Public Accounting Firm should not be relied upon.

 

In connection with the determination that the Company needed to restate its consolidated financial statements for the fiscal year ended December 31, 2009, management has concluded that deficiencies relating to the review and approval controls relative to non-routine transactions and the financial statement close process rise to the level of a material weakness, and have accordingly included an amended Item 9A in the Form 10-K/A.   A ‘‘material weakness’’ is defined as a significant deficiency, or combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.

 

The accounting changes and their estimated effects described above are also applicable to the Company’s earnings press release dated March 16, 2010, which was contained in a separate Form 8-K of the same date furnished by the Company.

 

3


 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

Date: April 6, 2010

 

 

MRV COMMUNICATIONS, INC.

 

 

 

 

By:

/s/ Noam Lotan

 

 

Noam Lotan

 

 

Chief Executive Officer

 

4

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