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MRV Reports Third-Quarter 2015 Results

November 4, 2015 4:06 PM

– Delivered GAAP net income of $0.9 million, improving $1.9 million year-over-year with gains driven by both growth and profit enhancement in Network Equipment

– Tecnonet sale on track for December close

CHATSWORTH, Calif.--(BUSINESS WIRE)-- MRV Communications (NASDAQ: MRVC), a global provider of packet and optical networking solutions, reported financial results for the three- and nine- months ended September 30, 2015.

“This quarter represents an inflection point for MRV in several important ways,” stated MRV President and Chief Executive Officer Mark Bonney. “The agreement we entered into for the sale of Tecnonet not only represents the divestiture of our last remaining Network Integration business at an attractive valuation, but also the proceeds will further strengthen our balance sheet and enable us to focus on the growing opportunities in our Network Equipment business.

“The investments we previously made in new product development for packet and optical networking are beginning to bear fruit. While sales cycles are long for many new applications, we are well-positioned to capture an increasing share of the growing demand for smart, scalable and flexible network solutions. Customers are recognizing the advantages of our solutions that have contributed to both a 4.5% increase in revenue and a 2.4 percentage point increase in gross margins in Network Equipment on a year-over-year basis. This growth coupled with disciplined expense management has delivered a $2.0 million profit improvement in Network Equipment, turning a $0.8 million loss in the prior year into a $1.2 million GAAP net income this quarter. Additionally, we have further strengthened our team and capabilities to capitalize on the attractive growth opportunities as a network equipment solutions pure-play,” concluded Mr. Bonney.

Recent Key Accomplishments

Third Quarter 2015 Results as compared to Third Quarter 2014

A reconciliation of the non-GAAP measures to GAAP measures is provided in the attached table.

Year-to-date September 30, 2015 Results as compared to year-to-date September 30, 2014

Cash Flow Highlights

At September 30, 2015, cash and equivalents were $19.9 million, compared to $13.5 million at June 30, 2015 and $22.4 million at December 31, 2014. During the quarter, the company generated $6.4 million in cash, including $4.3 million from operations. From January 1, 2015 through September 30, 2015, the company used $4.9 million to repurchase 502,000 shares and $2.5 million to retire short-term debt.

Conference Call Information:

MRV Communication's third quarter 2015 financial results conference call is scheduled to take place on Nov. 4, 2015 at 5:00 p.m. ET. To access the call in the U.S. please dial 1-888-503-8175, and for international calls dial 1-719-325-2458 approximately 10 minutes prior to the start of the conference. The conference ID is 559345. The conference call will also be broadcast live at www.mrv.com where it will be available for replay for 90 days. In addition, a replay will be available via telephone for one business day, beginning two hours after the call. To listen to the replay, in the U.S. please dial 1-877-870-5176, and internationally dial 1-858-384-5517. The access code is 559345.

About MRV Communications

MRV Communications is a global supplier of packet and optical solutions that power the world’s largest networks. MRV products combine innovative hardware with intelligent software to make networks smarter, faster and more efficient. Dedicated to the continued success of our customers, MRV enables service providers, data center operators and large enterprises to cost-effectively evolve their networks to address mission-critical applications, such as high-capacity cloud and data center connectivity, business services, mobile backhaul and the migration to virtualized and programmable networks. Founded in 1988, MRV is headquartered in Southern California with additional marketing, research and development facilities outside of Boston and in Israel. For more information please visit www.mrv.com.

Additional Information:

The closing of the Tecnonet transaction is expected to occur in December 2015, and is subject to customary closing conditions, as well as the approval of MRV’s stockholders.

In connection with the proposed sale of Tecnonet S.p.A., the Company has filed a proxy statement and other materials with the Securities and Exchange Commission (“SEC”). THE COMPANY URGES INVESTORS TO READ THE PROXY STATEMENT AND THESE OTHER MATERIALS CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE PROPOSED TRANSACTION. Investors may obtain free copies of the proxy statement (when available) as well as other filed documents containing information about the Company at http://www.sec.gov, the SEC’s free Internet site.

The Company and its executive officers and directors may be deemed, under SEC rules, to be participants in the solicitation of proxies from the Company’s stockholders with respect to the proposed transaction. Information regarding the executive officers and directors of the Company will be included in the proxy statement to be filed with the SEC with respect to the Company’s upcoming special meeting of stockholders. More detailed information regarding the identity of the potential participants, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement and other materials to be filed with SEC in connection with the proposed transaction.

Non-GAAP Measures

The company uses certain non-GAAP financial measures in this press release to supplement its consolidated financial statements, which are presented in accordance with GAAP. These non-GAAP measures include non-GAAP operating income (loss), non-GAAP net income (loss) and non-GAAP basic and diluted income (loss) per share. The company's non-GAAP financial measures exclude the impact of stock-based compensation expense, fair value adjustments, litigation costs, severance and related restructuring costs, costs related to the sale of Tecnonet S.p.A. and other non-recurring expenses, which the company believes are not indicative of its core operating results. The company used these non-GAAP measures when evaluating its financial results as well as for internal resource management, planning and forecasting purposes. These non-GAAP measures should not be viewed in isolation from or as a substitute for the company's financial results in accordance with GAAP. A reconciliation of GAAP to non-GAAP measures is attached to this press release.

Certain revenue information is presented on a constant currency basis. The company presents this supplemental revenue information, because it believes doing so facilitates a comparison of its operating results from period to period without regard to changes resulting solely from fluctuations in currency rates. The company calculates constant currency revenue growth by comparing current-period revenues to prior-period revenues with both periods converted at the U.S. Dollar/local currency average foreign exchange rate for each month of the prior period for the currencies in which it does business.

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 "anticipate," "appear," "believe," "estimate," "expect," "intend," "may," "should," "plan," "project," "contemplate," "target," "foresee," "goal," "likely," "will," and "would" or 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 Financial Condition and Results of Operations" 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, 2014, 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 November 4, 2015 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.

MRV Communications, Inc.

Condensed Consolidated Statements of Operations

(In thousands, except per share data)

(unaudited)

Three Months EndedSeptember 30, Nine Months Ended September 30,
2015 2014 2015 2014
Revenue:
Product revenue $ 26,850 $ 31,196 $ 86,337 $ 93,411
Service revenue 10,425 11,974 32,425 35,201
Total revenue 37,275 43,170 118,762 128,612
Cost of Revenue:
Cost of product 14,969 20,560 52,804 60,672
Cost of services 7,627 7,894 22,311 25,191
Total cost of revenue 22,596 28,454 75,115 85,863
Gross profit 14,679 14,716 43,647 42,749
Operating expenses:
Product development and engineering 4,900 5,060 15,335 16,030
Selling, general and administrative 8,593 10,080 27,134 32,118
Total operating expenses 13,493 15,140 42,469 48,148
Operating Income (loss) 1,186 (424 ) 1,178 (5,399 )
Interest expense (52 ) (116 ) (151 ) (306 )
Other income (expense), net 202 227 (99 ) (160 )
Income (loss) before provision for income taxes 1,336 (313 ) 928 (5,865 )
Provision for income taxes 450 727 1,390 1,659
Net Income (loss) $ 886 $ (1,040 ) $ (462 ) $ (7,524 )
Net income (loss) per share — basic $ 0.13 $ (0.14 ) $ (0.07 ) $ (1.03 )
Net income (loss) per share — diluted $ 0.13 $ (0.14 ) $ (0.07 ) $ (1.03 )
Weighted average number of shares:
Basic 6,978 7,362 7,032 7,335
Diluted 7,014 7,362 7,032 7,335

MRV Communications, Inc.

Condensed Consolidated Balance Sheets

(In thousands, except par values)

(unaudited)

September 30, 2015 December 31, 2014
Assets
Current assets:
Cash and cash equivalents $ 19,914 $ 22,422
Restricted time deposits 190 235
Accounts receivable, net 36,930 43,513
Other receivables 9,596 11,012
Inventories, net 20,070 21,683
Income taxes receivable 251 558
Deferred income taxes 689 535
Other current assets 5,595 5,454
Total current assets 93,235 105,412
Property and equipment, net 4,603 4,890
Deferred income taxes 1,871 2,105
Intangible assets, net 1,214 1,364
Other assets 678 801
Total assets $ 101,601 $ 114,572
Liabilities and stockholders' equity
Current liabilities:
Short-term debt $ 2,887 $ 5,402
Deferred consideration payable 233 233
Accounts payable 22,006 24,327
Accrued liabilities 13,854 14,545
Deferred revenue 13,317 13,527
Other current liabilities 235 297
Total current liabilities 52,532 58,331
Other long-term liabilities 4,603 5,271
Commitments and contingencies
Stockholders' equity:
Preferred Stock, $0.01 par value: Authorized — 1,000 shares; no shares issued or outstanding
Common Stock, $0.0017 par value:
Authorized — 16,000 shares
Issued — 8,330 shares in 2015 and 8,242 shares in 2014
Outstanding — 6,972 shares in 2015 and 7,386 in 2014 270 270
Additional paid-in capital 1,285,409 1,284,483
Accumulated deficit (1,220,954 ) (1,220,492 )
Treasury stock — 1,359 shares in 2015 and 856 shares in 2014 (15,355 ) (10,412 )
Accumulated other comprehensive loss (4,904 ) (2,879 )
Total stockholders' equity 44,466 50,970
Total liabilities and stockholders' equity $ 101,601 $ 114,572

MRV Communications, Inc.

Segmented Operating Data

(In thousands)

(unaudited)

Three Months Ended September 30, Nine Months Ended September 30,
2015 2014 2015 2014
Revenue
Network Equipment $ 22,974 $ 21,979 $ 69,787 $ 66,131
Network Integration 14,343 21,237 49,126 62,644
Total before intersegment adjustments 37,317 43,216 118,913 128,775
Intersegment adjustments (42 ) (46 ) (151 ) (163 )
Total $ 37,275 $ 43,170 $ 118,762 $ 128,612
Three Months Ended September 30, Nine Months Ended September 30,
2015 2014 2015 2014
Gross profit
Network Equipment $ 12,113 $ 11,062 $ 35,616 $ 33,007
Network Integration 2,567 3,654 8,031 9,742
Total before intersegment adjustments 14,680 14,716 43,647 42,749
Intersegment adjustments (1 )
Total $ 14,679 $ 14,716 $ 43,647 $ 42,749
Three Months Ended September 30, Nine Months Ended September 30,
2015 2014 2015 2014
Operating Expenses
Network Equipment $ 10,836 $ 12,016 $ 34,017 $ 38,302
Network Integration 1,313 1,892 4,739 5,431
Total before intersegment adjustments 12,149 13,908 38,756 43,733
Corporate unallocated operating expenses and adjustments 1,344 1,232 3,713 4,415
Total $ 13,493 $ 15,140 $ 42,469 $ 48,148
Three Months Ended September 30, Nine Months Ended September 30,
2015 2014 2015 2014
Operating Income (loss)
Network Equipment $ 1,277 $ (953 ) $ 1,599 $ (5,296 )
Network Integration 1,254 1,762 3,292 4,311
Total before intersegment adjustments 2,531 809 4,891 (985 )
Corporate unallocated operating loss and adjustments (1,345 ) (1,233 ) (3,713 ) (4,414 )
Total $ 1,186 $ (424 ) $ 1,178 $ (5,399 )

Non-GAAP Reconciliation

Three Months Ended September 30, 2015 and 2014

(Unaudited, in thousands except per share data)

Consolidated amounts Network Equipment Network Integration
2015 2014 2015 2014 2015 2014
Revenue:
GAAP revenue $ 37,275 $ 43,170 $ 22,932 $ 21,933 $ 14,343 $ 21,237
Cost of revenue
GAAP cost of revenue 22,596 28,454 10,820 10,871 11,776 17,583
Stock-based charges (35 ) (34 ) (35 ) (34 )
Non-GAAP adjusted cost of revenue $ 22,561 $ 28,420 $ 10,785 $ 10,837 $ 11,776 $ 17,583
Gross profit:
GAAP gross profit $ 14,679 $ 14,716 $ 12,112 $ 11,062 $ 2,567 $ 3,654
Stock-based charges 35 34 35 34
Non-GAAP adjusted gross profit $ 14,714 $ 14,750 $ 12,147 $ 11,096 $ 2,567 $ 3,654
Operating expenses:
GAAP Product development and engineering $ 4,900 $ 5,060 $ 4,900 $ 5,060 $ $
Stock-based charges (68 ) (49 ) (68 ) (49 )
Non-GAAP Product development and engineering $ 4,832 $ 5,011 $ 4,832 $ 5,011 $ $
GAAP Selling, general & administrative 7,247 8,848 5,934 6,956 1,313 1,892
Stock-based charges (89 ) (87 ) (80 ) (81 ) (9 ) (6 )
Severance (63 ) 4 (63 ) 4
Litigation costs (44 ) (44 )
Divestiture costs (45 ) (45 )
Non-GAAP Selling, general & administrative $ 7,006 $ 8,765 $ 5,791 $ 6,879 $ 1,215 $ 1,886
GAAP Corporate charges (1) 1,346 1,232
Stock-based charges (133 ) (61 )
Severance (136 )
Litigation costs
Divestiture costs (385 )
Non-GAAP Corporate charges $ 828 $ 1,035 $ $ $ $
GAAP operating expenses $ 13,493 $ 15,140 $ 10,834 $ 12,016 $ 1,313 $ 1,892
Non-GAAP operating expenses $ 12,666 $ 14,811 $ 10,623 $ 11,890 $ 1,215 $ 1,886
GAAP operating income (loss) (1) $ 1,186 $ (424 ) $ 1,278 $ (954 ) $ 1,254 $ 1,762
Stock-based charges 325 231 183 164 9 6
Severance 63 132 63 (4 )
Litigation costs 44 44
Divestiture costs 430 45
Non-GAAP adjusted operating income (loss) $ 2,048 $ (61 ) $ 1,524 $ (794 ) $ 1,352 $ 1,768

Non-GAAP Reconciliation

(continued)

Three Months Ended September 30, 2015 and 2014

(Unaudited, in thousands except per share data)

Consolidated amounts Network Equipment Network Integration
2015 2014 2015 2014 2015 2014
Net Income (loss) (1)
GAAP net income (loss) $ 886 $ (1,040 ) $ 1,212 $ (785 ) $ 838 $ 801
Stock-based charges 325 231 183 164 9 6
Severance 63 132 63 (4 )
Litigation costs 44 44
Divestiture costs 430 45
Income tax impact (18 ) (18 )
Non-GAAP adjusted net income (loss) $ 1,730 $ (677 ) $ 1,458 $ (625 ) $ 918 $ 807
Weighted average number of shares - Basic 6,978 7,362
GAAP EPS - Basic $ 0.13 $ (0.14 )
Non-GAAP EPS - Basic $ 0.25 $ (0.09 )
Weighted average number of shares - Diluted 7,014 7,362
GAAP EPS - Diluted $ 0.13 $ (0.14 )
Non-GAAP EPS - Diluted $ 0.25 $ (0.09 )
(1)

Consolidated amounts presented in the above tables include corporate unallocated operating expenses and intersegment adjustments which are not reflected in Network Equipment or Network Integration, therefore amounts may not total.

Non-GAAP reconciliation

Nine Months Ended September 30, 2015 and 2014

(Unaudited, in thousands except per share data)

Consolidated amounts Network Equipment Network Integration
2015 2014 2015 2014 2015 2014
Revenue:
GAAP revenue $ 118,762 $ 128,612 $ 69,636 $ 65,968 $ 49,126 $ 62,644
Cost of revenue
GAAP cost of revenue 75,115 85,863 34,020 32,961 41,095 52,902
Stock-based charges (90 ) (87 ) (90 ) (87 )
Non-GAAP adjusted cost of revenue $ 75,025 $ 85,776 $ 33,930 $ 32,874 $ 41,095 $ 52,902
Gross profit:
GAAP gross profit $ 43,647 $ 42,749 $ 35,616 $ 33,007 $ 8,031 $ 9,742
Stock-based charges 90 87 90 87
Non-GAAP adjusted gross profit $ 43,737 $ 42,836 $ 35,706 $ 33,094 $ 8,031 $ 9,742
Operating expenses:
GAAP Product development and engineering $ 15,335 $ 16,030 $ 15,335 $ 16,030 $ $
Stock-based charges (161 ) (122 ) (161 ) (122 )
Non-GAAP Product development and engineering $ 15,174 $ 15,908 $ 15,174 $ 15,908 $ $
GAAP Selling, general & administrative 23,421 27,703 18,682 22,272 4,739 5,431
Stock-based charges (215 ) (217 ) (191 ) (203 ) (24 ) (14 )
Severance (312 ) (468 ) (312 ) (468 )
Litigation costs (519 ) (82 ) (82 ) (519 )
Divestiture costs (45 ) (45 )
Non-GAAP Selling, general & administrative $ 22,330 $ 26,936 $ 18,179 $ 21,519 $ 4,151 $ 5,417
GAAP Corporate charges (1) 3,713 4,415
Stock-based charges (316 ) (280 )
Severance (37 ) (136 )
Litigation costs (4 ) (96 )
Divestiture costs (443 )
Warrant revaluation charges (406 )
Non-GAAP Corporate charges $ 2,913 $ 3,497 $ $ $ $
GAAP operating expenses $ 42,469 $ 48,148 $ 34,017 $ 38,302 $ 4,739 $ 5,431
Non-GAAP operating expenses $ 40,417 $ 46,341 $ 33,353 $ 37,427 $ 4,151 $ 5,417
GAAP operating income (loss) (1) $ 1,178 $ (5,399 ) $ 1,599 $ (5,295 ) $ 3,292 $ 4,311
Stock-based charges 782 706 442 412 24 14
Severance 349 604 312 468
Litigation costs 523 178 82 519
Divestiture costs 488 45
Warrant revaluation charges 406
Non-GAAP adjusted operating income (loss) $ 3,320 $ (3,505 ) $ 2,353 $ (4,333 ) $ 3,880 $ 4,325

Non-GAAP reconciliation

(continued)

Nine Months Ended September 30, 2015 and 2014

(Unaudited, in thousands except per share data)

Consolidated amounts Network Equipment Network Integration
2015 2014 2015 2014 2015 2014
Net Income (loss) (1)
GAAP net income (loss) $ (462 ) $ (7,524 ) $ 1,083 $ (5,214 ) $ 2,046 $ 1,696
Stock-based charges 782 706 442 412 24 14
Severance 349 604 312 468
Litigation costs 523 178 82 519
Divestiture costs 488 45
Warrant revaluation charges 406
Income tax impact (209 ) (71 ) (33 ) (208 )
Non-GAAP adjusted net income (loss) $ 1,471 $ (5,701 ) $ 1,837 $ (4,285 ) $ 2,426 $ 1,710
Weighted average number of shares - Basic 7,032 7,335
GAAP EPS - Basic $ (0.07 ) $ (1.03 )
Non-GAAP EPS - Basic $ 0.21 $ (0.78 )

Weighted average number of shares - Diluted

7,039 7,335
GAAP EPS - Diluted $ (0.07 ) $ (1.03 )
Non-GAAP EPS - Diluted $ 0.21 $ (0.78 )
(1)

Consolidated amounts presented in the above tables include corporate unallocated operating expenses and intersegment adjustments which are not reflected in Network Equipment or Network Integration, therefore amounts may not total.

IR Contact:

LHA

Cathy Mattison/Kirsten Chapman, 415-433-3777

[email protected]

Source: MRV Communications

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