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Exhibit 99.1

 

MRV ANNOUNCES FIRST QUARTER 2012 FINANCIAL RESULTS

 

CHATSWORTH, CA — May 10, 2012 — MRV Communications, Inc. (OTCQB: MRVC) (“MRV” or the “Company”), a leading provider of optical communications network infrastructure equipment and integration and managed services, today announced financial results for the first quarter ended March 31, 2012.

 

Commenting on the Company’s financial results, Barry Gorsun, MRV’s chief executive officer, stated, “We continue to focus on enhancing stockholder value and strengthening our business units. This is most recently evidenced by the sale of CES and the declaration of a special dividend to stockholders.  Additionally, we continue to invest in our technology and product development and improve our operating efficiency and sales and marketing efforts to ensure that our subsidiaries are well positioned in the market. MRV remains focused on providing best-in-class products and services to the global markets we serve and in maximizing returns to stockholders.”

 

Gorsun continued, “Market conditions continue to remain challenging for network equipment providers as carriers and enterprises, particularly in Europe, continue to defer capital spending.  MRV was not immune to this trend, and our financial results were negatively affected as a result, primarily due to softness across the Eurozone. We are working closely with our customers to ensure that we can quickly respond to their needs.  Additionally, we continued to add new customers to our business in the first quarter, especially in our OCS division.  We believe there is opportunity for improvement starting in the second quarter of 2012.”

 

MRV reported first quarter 2012 revenue of $48.4 million, compared with revenue of $65.5 million in the fourth quarter of 2011 and $53.2 million in the first quarter of 2011. The year-over-year decline was driven by a 9% decline in the Network Equipment group attributable to lower service and product revenues in the Company’s Optical Communications Systems (“OCS”) division and a 14% decline in the Network Integration group attributable to a continued weak European telecom marketplace. The consolidated revenue decline was partially offset by a decrease in intersegment sales between each of these two business units, which are eliminated in the Company’s consolidated reporting.

 

Gross margin for the first quarter of 2012 was 35.5%, compared with 36.6% in the fourth quarter of 2011 and 37.0% in the first quarter of 2011. The year-over-year decrease in gross profit is attributable to the decline in revenue at the Company’s Network Integration and Network Equipment groups, offset by the decline in intersegment sales between business units. In the Network Equipment group, margins were negatively impacted by a more competitive operating environment which increased pricing pressure, specifically at OCS. In the Network Integration group, margins were down due to a change in revenue mix at the Company’s European subsidiaries.

 

Operating expenses in the first quarter of 2012 were $20.8 million, or 43% of revenue, compared with $22.5 million, or 35% of revenue in the fourth quarter of 2011 and $19.9 million, or 37% of revenue in the first quarter of 2011. The comparison to the fourth quarter of 2011 excludes the previously disclosed $7.1 million goodwill impairment charge related to MRV’s Scandinavian subsidiary. The modest year-over-year consolidated increase is attributable to an increase in severance costs, offset by a decrease in stock-based compensation expense. The increase in operating expenses at the Network Equipment group can be attributed to sales force expansion and increased sales and marketing activities, offset by lower General and Administrative expenses. At the Company’s Network Integration group, operating expenses increased primarily due to an increase in severance expenses.

 

Operating loss for the first quarter of 2012 was $3.6 million, compared with an operating loss of $0.3 million in the first quarter of 2011. This was the result of the decrease in gross profit and an increase in operating expenses. Operating losses included share-based compensation expense of $0.2 million and $0.8 million in 2012 and 2011, respectively.

 

As previously disclosed, the Company closed the sale of CES Creative Electronic Systems SA on March 29, 2012 through a definitive agreement with a consortium of European private equity firms led by Vinci Capital SA. The purchase price payable on closing was $28.3 million, with $2.8 million of the proceeds going into an indemnification escrow account to be released on March 31, 2013 if no claims are brought by the purchaser.

 

Subsequent to the quarter close, and as publicly announced by the Company on May 2, 2012, MRV’s Board of Directors declared a special dividend of $0.30 per share payable on May 25, 2012 to stockholders of record as of May 16, 2012. This dividend is part of the Company’s ongoing effort to maximize the return to stockholders. Additional information about this dividend can be found on the Company’s IR section of its website under the Investor FAQ section.

 

A more detailed discussion of MRV’s 2012 first quarter financial results, including an analysis by business segment, is included in the Management Discussion and Analysis section of the Company’s Form 10-Q filed today.

 



 

About MRV Communications, Inc.

 

MRV Communications, Inc. is a leading global provider of carrier Ethernet, wavelength division multiplexing optical transport, infrastructure management equipment and solutions, as well as network integration and managed services. MRV’s solutions enable the delivery and provisioning of next-generation optical transport and carrier Ethernet services over any fiber infrastructure. MRV provides equipment and services worldwide to telecommunications service providers, enterprises, and governments, enabling network evolution and increasing efficiency, while reducing complexity and costs. Through its subsidiaries, MRV operates development centers in North America and Europe, along with support centers and sales offices around the world. For more information about MRV, visit http://www.mrv.com.

 

Forward Looking Statements

 

This press release may contain statements regarding future financial and operating results of MRV, management’s assessment of business 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 management’s 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,” “could,” “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 nor guarantees that the events anticipated will occur or 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. 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, 2011, and its quarterly report on Form 10-Q for the quarter ended March 31, 2012, copies of which may be obtained by contacting MRV’s investor relations department or by visiting MRV’s website at http://www.mrv-corporate.com or the SEC’s EDGAR website at http://www.sec.gov.

 

All information in this release is as of March 31, 2012 unless otherwise stated. MRV undertakes no duty to update any forward-looking statement to conform the statement to actual results or changes in MRV’s expectations.

 

Contacts

 

Investor Relations:

MRV Communications, Inc.

(818) 886-MRVC (6782)

ir@mrv.com

 

or

 

CJP Communications for MRV

Thomas J. Rozycki, Jr.

(212) 279-3115 x208

trozycki@cjpcom.com

 

Media Relations:

MRV Communications, Inc.

pr@mrv.com

 

(Financial tables follow)

 



 

MRV Communications, Inc.

Statement of Operations

(In thousands, except per share data)

 

 

 

Three Months Ended

 

 

 

Mar 31,
2012

 

Mar 31,
2011

 

 

 

(Unaudited)

 

Revenue

 

$

48,371

 

$

53,171

 

Cost of goods sold

 

31,212

 

33,491

 

Gross profit

 

17,159

 

19,680

 

Gross margin

 

35

%

37

%

 

 

 

 

 

 

Operating costs and expenses:

 

 

 

 

 

Product development and engineering

 

3,745

 

3,838

 

Selling, general and administrative

 

17,040

 

16,102

 

Total operating expenses

 

20,785

 

19,940

 

Operating income (loss)

 

(3,626

)

(260

)

 

 

 

 

 

 

Interest Expense

 

(245

)

(247

)

Other income, net

 

283

 

(163

)

Income (loss) from continuing operations before taxes

 

(3,588

)

(670

)

Provision (benefit) for income taxes

 

776

 

1,230

 

Net income (loss) of continuing operations

 

(4,364

)

(1,900

)

 

 

 

 

 

 

Income (loss) from discontinued operations, net

 

7,976

 

1,356

 

 

 

 

 

 

 

Net income (loss)

 

3,612

 

(544

)

 

 

 

 

 

 

Net income (loss) from continuing operations attributable to MRV

 

$

(4,364

)

$

(1,900

)

 

 

 

 

 

 

Net income (loss) from discontinued operations attributable to MRV

 

$

7,976

 

$

1,356

 

 

 

 

 

 

 

Net income (loss) per share - basic:

 

 

 

 

 

From continuing operations:

 

$

(0.03

)

$

(0.01

)

From discontinued operations:

 

$

0.05

 

$

0.01

 

Net income (loss) per share - basic (1)

 

$

0.02

 

(0.00

)

 

 

 

 

 

 

Net income (loss) per share - diluted:

 

 

 

 

 

From continuing operations:

 

$

(0.03

)

$

(0.01

)

From discontinued operations:

 

$

0.05

 

$

0.01

 

Net income (loss) per share - diluted (1)

 

$

0.02

 

(0.00

)

 

 

 

 

 

 

Weighted average number of shares:

 

 

 

 

 

Basic

 

157,738

 

157,572

 

Diluted

 

157,922

 

157,572

 

 


(1) Amounts may not add due to rounding.

 


 


 

MRV Communications, Inc.

Balance Sheet

(In thousands)

 

 

 

March 31,

 

December 31,

 

 

 

2012

 

2011

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

96,324

 

$

71,352

 

Restricted time deposits

 

340

 

380

 

Accounts receivable, net

 

44,741

 

55,654

 

Other receivables

 

11,451

 

11,604

 

Inventories

 

32,181

 

28,134

 

Deferred income taxes

 

1,400

 

1,660

 

Other current assets

 

7,803

 

5,168

 

Current assets from discontinued operations held for sale

 

 

24,810

 

Total current assets

 

194,240

 

198,762

 

Property and equipment, net

 

6,953

 

6,789

 

Goodwill

 

5,340

 

5,156

 

Deferred income taxes, net of current portion

 

4,037

 

4,113

 

Intangibles, net

 

400

 

 

Other assets

 

418

 

574

 

Noncurrent assets from discontinued operations held for sale

 

 

15,295

 

Total assets

 

$

211,388

 

$

230,689

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Short-term debt

 

$

3,352

 

$

8,987

 

Deferred consideration payable

 

4,615

 

4,615

 

Accounts payable

 

28,308

 

31,359

 

Accrued liabilities

 

19,884

 

20,924

 

Deferred revenue

 

12,776

 

10,985

 

Other current liabilities

 

238

 

1,693

 

Current liabilities from discontinued operations held for sale

 

 

3,236

 

Total current liabilities

 

69,173

 

81,799

 

Other long-term liabilities

 

6,565

 

6,209

 

Long-term liabilities from discontinued operations held for sale

 

 

467

 

Total MRV stockholders’ equity

 

135,650

 

142,214

 

Total Equity

 

135,650

 

142,214

 

Total liabilities and stockholders’ equity

 

$

211,388

 

$

230,689

 

 

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