10-K 1 mrv1231201110k.htm MRV 12.31.2011 10K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________

FORM 10-K
(Mark One)
 
 
x
 
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2011
OR
o
 
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
For the transition period from                                         t o                                         
Commission file number 001-11174
_____________________________________

MRV COMMUNICATIONS, INC.
(Exact name of Registrant as specified in its charter)
Delaware
 
06-1340090
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. employer
identification no.)
20415 Nordhoff Street, Chatsworth, CA 91311
(Address of principal executive offices and zip code)
    
Registrant's telephone number, including area code: (818) 773-0900

Securities registered pursuant to Section 12(b) of the Exchange Act: None
Securities registered pursuant to Section 12(g) of the Exchange Act: Common Stock, $0.0017 par value
Indicate by check mark whether the Registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act. Yes o No x
Indicate by check mark whether the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act of 1934. Yes o    No x
Indicate by check mark, whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 o
Indicate by check mark, whether the Registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files.) Yes x    No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§232.405) is not contained herein, and will not be contained to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o
 
Accelerated filer x
 
Non-accelerated filer o
(Do not check if a smaller reporting company)
 
Smaller reporting company o
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o    No x
The aggregate market value of the Registrant's Common Stock held by non-affiliates based upon the closing price of a share of the Registrant's Common Stock on June 30, 2011 as reported on the OTC Pink Sheets was $210,993,448. The number of shares of Common Stock, $0.0017 par value, outstanding as of March 9, 2012 — 157,750,731.

DOCUMENTS INCORPORATED BY REFERENCE
If the Registrant files a definitive Proxy Statement relating to its next Annual Meeting of Stockholders on or prior to 120 days after the end of the fiscal year for which this report relates, portions of the Proxy Statement will be incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. However, if this Proxy Statement is not filed within that time period, we will file an amendment to this Annual Report with the Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates.


MRV Communications, Inc.
Annual Report on Form 10-K
For the fiscal year ended December 31, 2011
Table of Contents
 
 
 
 
 
 
Page
Number
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


FORWARD LOOKING STATEMENTS AND FACTORS THAT MIGHT AFFECT FUTURE RESULTS
This Annual Report on Form 10-K for the year ended December 31, 2011 ("Form 10-K"), contains certain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended ("Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended ("Exchange Act"). Forward-looking statements are statements other than statements of historical fact and may be identified by use of such terms as "expects," "anticipates," "intends," "potential," "estimates," "believes," "should," "will," "would" and words of similar import.
Forward-looking statements involve known and unknown risks and uncertainties that could cause actual results to differ materially from those projected. These forward-looking statements relate to plans, objectives and expectations for future operations or events. In light of the risks and uncertainties inherent whenever matters or events expected to occur or not occur in the future are discussed, there can be no assurance that the forward-looking information contained in this Form 10-K will in fact transpire or prove to be accurate. All subsequent written and oral forward-looking statements attributable to MRV Communications, Inc. ("MRV" or the "Company") or persons acting on our behalf are expressly qualified in their entirety by this introduction.
In light of the risks and uncertainties in all such projected operational matters, the inclusion of forward-looking statements in this Form 10-K should not be regarded as a representation by MRV or any other person that the objectives or plans of the Company will be achieved or that any of MRV's operating expectations will be realized. Revenues and results of operations are difficult to forecast and could differ materially from those projected in the forward-looking statements contained in this Form 10-K for the reasons detailed in Item 1A "Risk Factors" of this Form 10-K. Readers should not place undue reliance on forward-looking statements, which reflect management's view only as of the date of this Form 10-K. MRV undertakes no obligation to amend this Form 10-K or revise publicly these forward-looking statements (other than pursuant to requirements imposed on registrants pursuant to Item 1A under Part II of Form 10-Q) to reflect subsequent events or circumstances. Readers should also carefully review the risk factors described in other documents MRV files from time to time with the Securities and Exchange Commission ("SEC"), and the cautionary statements contained in any press releases where we provide forward-looking information.
Except where the context otherwise requires, for purposes of this Form 10-K, "we," "us," and "our," refer to MRV Communications, Inc. and its consolidated subsidiaries; and "shares" refers to shares of our Common Stock, $0.0017 par value.


PART I

Item 1.    Business.
Company Background
MRV, through our business units, is a global provider of optical communications network infrastructure equipment and services to a broad range of telecom concerns, including multinational telecommunications operators, local municipalities, cable multiple system operators ("MSOs"), corporate and consumer high speed Internet service providers, and data storage and cloud computing providers. As a single source provider of routing, Ethernet and optical transport equipment and services, we can provide our customers with integrated network management, cost effective equipment and network integration services expertise. MRV can also help our customers effectively manage all aspects of their evolving network architecture.
MRV was organized in July 1988 as MRV Technologies, Inc., a California corporation. In April 1992, we reincorporated in Delaware and changed the company name to MRV Communications, Inc.
We operate in two reporting segments. Our Network Equipment group includes three business units: our Optical Communications Systems division, ("OCS"), CES Creative Electronic Systems SA ("CES"), and Appointech, Inc. ("Appointech"). Our Network Integration group includes three business units: Alcadon AB ("Alcadon"), Interdata, and Tecnonet S.p.A. ("Tecnonet").
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Network Equipment:
◦
Optical Communications Network Infrastructure Equipment and Services: We serve as an end-to-end provider of optical communications network infrastructure equipment and services.
▪
OCS is based in the United States and provides solutions that enable access, transport, aggregation, and management of various communications traffic for fixed line, cable and mobile communications networks leveraging both direct and channel sales through our Integration group and third party channel partners. As of December 31, 2011, OCS had 300 employees.
▪
CES is based in Switzerland and is a designer and manufacturer of complex high-performance avionics, defense and communications boards, sub-systems and complete systems for flight computers, mission computers, radars, ground stations, data acquisition systems, as well as test and support equipment. As of December 31, 2011, CES had 89 employees.
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Appointech is based in Taiwan and provides high quality designs and cost-effective manufacturing capabilities of fiber optic modules for the fiber-optic communication industry. As of December 31, 2011, Appointech had 16 employees.
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Optical Carrier Ethernet Access: Our significant global expertise includes a cost-optimized portfolio providing flexible, cost effective, and complete solutions serving both business Ethernet and mobile backhaul services markets. We are recognized as a leader in innovative Carrier Ethernet demarcation and transport devices for service providers. We have a long history of supplying integrated access solutions to the fiber optic and Ethernet markets. Our Metro Ethernet solution enables service providers to deliver carrier-class optical transport and Carrier-Ethernet services to businesses over all fiber infrastructures.
◦
Optical Transport and WDM: For over 20 years, we have been providing innovative and award winning optical transport solutions to the market. From simple media conversion to high-end reconfigurable optical add-drop multiplexer ("ROADM") optical transport, We have been delivering solutions for a broad range of optical communications applications serving enterprises, carriers and service providers, and education and government entities. Our optical transport solutions address the rapidly increasing demand for transport capacity, multiple services and end-to-end management to the network edge. With the integration of Wavelength Division Multiplexing ("WDM") and Ethernet packet functionality, We are delivering next generation packet optical transport solutions.
◦
Network Infrastructure management: Our infrastructure management solutions complement our optical communications products and enable focused solutions for network monitoring and lab automation. Our test management and automation products are designed to increase the efficiency in the test lab environment, enabling more tests in less time with fewer resources. Remote control and management

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of cable topologies, lab devices, and power distribution optimize the lab for responsiveness and help our customers get the most effective use of capital expenditures.
•
Network Integration:
◦
With best-in-class equipment, hardware and software offerings, the Network Integration group provides end-to-end solutions including consulting, installation and support and managed services for fixed line, cable and mobile communications networks. Through our European Network Integration subsidiaries, we offer integration of optical networks, architecture and network security and Voice over Internet Protocol, or VoIP. Leveraging the latest technology, we provide our customers with high value-added solutions to meet the challenges of the market. Offerings include infrastructure management, call service centers and cloud computing services, mobile and IP communications, network optimization and managed services.
▪
Alcadon is a Swedish supplier of a wide range of optical communication equipment and passive products (both copper and fiber) from leading global manufacturers including our OCS division, test instruments and tools, technical support and training serving the Scandinavian market. As of December 31, 2011, Alcadon had 43 employees.
▪
Interdata is a French supplier of a wide range of communications equipment from leading global manufacturers, as well as telecommunications solutions and services, including infrastructure, broadband optical networks, mobile and IP communications, network security, network integration and optimization serving the western European market. As of December 31, 2011, Interdata had 89 employees.
▪
Tecnonet is an Italian supplier of a wide range of communications equipment from leading global manufacturers, as well as telecommunications solutions and services, including network infrastructure, unified communications, mobility and wireless, network security, cloud computing services, managed call center services, network integration and optimization serving the Italian market. As of December 31, 2011, Tecnonet had 133 full-time employees and 56 temporary employees.
On May 6, 2011, we sold all of the issued and outstanding capital stock of three wholly-owned operating subsidiaries, TurnKey Communications AG, TurnKey Services AG, and Elcoma AG (together “TurnKey"). The historical financial results of TurnKey prior to that date have been reclassified as discontinued operations for all periods presented. The historical financial information in this Form 10-K prior to the disposition of TurnKey has been reclassified to reflect TurnKey as a discontinued operation for all periods presented. Cash flows from discontinued operations are presented combined with the cash flows from continuing operations in the accompanying Statement of Cash Flows.
On December 2, 2011, we announced that we entered into a stock purchase agreement with CES Holding SA, as Purchaser, represented for purpose of the agreement by Vinci Capital Switzerland SA, for the sale of CES . The sale of CES was subject to stockholder approval, which was not obtained prior to year end, and accordingly, CES is reported as a continuing operation as of December 31, 2011. The stockholder approval was obtained on January 9, 2012.
On February 8, 2012, we announced that we had expanded the engagement of Oppenheimer & Co., Inc. as our financial advisor from a review of the strategic alternatives of OCS to a review of the strategic alternatives for all of the Company including OCS, the European system integrators and the assets and liabilities of the parent company. This strategic review may result in a sale of the Company or sales of any of our business units separately.
Industry Background

Telecommunications networks are evolving to support the demand for mobile and high-bandwidth applications such as mobile video services, Internet Protocol video services, or IP-video, peer-to-peer networking, and content-rich, transactional websites. The growth in these applications and services is driving the need for additional bandwidth capacity in many portions of the world's networks. To meet this demand, our customers are upgrading their networks with new optical communications systems and products to increase capacity and increase efficiency with an increased focus on lower total cost of access and transport.
Through our MRV-branded OCS business unit and three Network Integration business units in Europe, we provide a broad array of product and service offerings, including integrated secure network equipment and services connecting analog and digital data, voice and video within buildings, across private networks and in metropolitan networks. OCS

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products enable the delivery of Optical Transport and Carrier Ethernet services over any fiber infrastructure, facilitating network transformation and increasing efficiency, while reducing complexity and costs. As a pioneer and technological leader for over 20 years, OCS has established a reputation for high quality and is an established brand among multinational and regional telecommunications service providers, wireless backhaul operators, MSOs and enterprises in the government, finance, military, transportation and utility sectors. OCS's product portfolio of Optical Transport and Carrier-grade Ethernet platforms places it at the nexus of two important trends in networking today: the convergence of optical and packet-based networking and the extension of fiber-based networking technologies closer to the end user. OCS's feature-rich, networking equipment enables Communication Service Providers (CSPs) to offer converged Next Generation networking services for their customers while preserving the value of their existing network equipment. As a result of its tenure in the industry and the depth of knowledge of its engineers, OCS has built strong relationships with its customers, many of whom rely upon OCS engineers early in their network build-out plans.
We believe the long-term growth of Metro Ethernet and the demand for our optical products will be fueled by the ever-increasing demand for more bandwidth capacity and higher connection speeds. The massive proliferation of video media creation and sharing, the shift to mobile computing and the rise of cloud-based services and remote data storage networks are collectively driving exponential growth in bandwidth consumption. Cisco Systems estimates the average broadband connection generated nearly 15GB of Internet traffic monthly in 2010, up 31% from the prior year, and that mobile Internet traffic in 2010 was over three times the total global Internet traffic in 2000, having nearly tripled every year for the past three years. To deliver this bandwidth, CSPs are upgrading their network access infrastructure. Further fueling this investment is the growing competition among wireline telecom providers, MSOs and wireless service providers to penetrate each other's incumbent markets. Gartner, Inc. estimates carriers spent over $79 billion globally in 2010 on network infrastructure and forecasts that carriers will spend over $98 billion globally in 2015.
To improve network capacity and provide the packet-level intelligence needed in the wireless and wireline last mile, CSPs are converging historically separate Ethernet and optical transport network technologies. Ethernet technology has long been deployed within enterprises. Over the past several years “Carrier-grade” Ethernet has been implemented by CSPs in wide area networks ("WANs") as a result of improved quality-of-service, reliability and inclusion of features traditionally found in SONET or ATM based equipment. By keeping traffic packetized, CSPs provide customers with improved network utilization and value-added managed services in addition to raw transport or bandwidth. Ethernet access devices, such as those offered by OCS, provide CSPs a scalable and cost effective way to improve traffic handling within the access network and demarcation points while grooming the traffic being routed into the core network. By managing traffic effectively at the edge of the network, service providers can reduce the number of core router ports needed, leading to significant cost savings. The Ethernet access device market is projected to reach $1.6 billion in 2015, with a compound annual growth rate ("CAGR") from 2010-2015 of 18%, a CAGR higher than Carrier Ethernet in general (7.2%), and much higher than overall telecom capital expenditures.
Similarly, Optical Transport technology, historically deployed deep within the core of CSPs' networks, has been pushed out to the metro and access areas of the network, reflecting both the increased need for bandwidth and the improved price-performance characteristics of optical networking gear. Optical Transport refers to the transmission of data signals through a fiber optic cable. One of the more common techniques utilized for Optical Transport optimization is WDM. Multiple wavelengths are combined, or multiplexed, utilizing different wavelengths of light as individual communications transport channels, and passed through a single optical fiber. To more efficiently utilize the fiber infrastructure, CSPs have increased, and continue to increase, the transmission speeds (from 1G to 10GE to 40GE and soon to 100GE), narrow the channel spacing (reducing the space between wavelengths) and packetize the transmitted traffic. The convergence of WDM Optical Transport with the Carrier Ethernet standard is creating a substantial opportunity for equipment vendors with expertise in both domains.
By combining Ethernet with Optical Transport networking technology, CSPs create flexible, high capacity access and transport networks that provide the packet-level intelligence necessary to improve the utilization of their networks and provide value-added managed services and service visibility to their customers in addition to raw transport or bandwidth. According to Infonetics Research, the Carrier Ethernet Access Market is forecast to grow from $667 million in 2010 to $1.6 billion in 2015, an 18% CAGR, while the Optical WDM market is expected to grow from $6.7 billion in 2010 to $11.4 billion in 2015, an 11% CAGR.
Mobility continues to be an influential theme within communications, as the number of connected devices rises and the usage of such devices expands. According to a recent analysis published by Infonetics Research, the number of mobile subscribers is expected to reach 6.5 billion worldwide by 2014, with the number of broadband mobile subscribers approaching 1.8 billion over the same time period. Moreover, new data-enabled mobile computing devices such as laptops, tablets, and smart phones carry a much higher usage profile and require faster access speeds

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compared with legacy devices. Consumer video content sharing and the rise of mobile oriented online services and cloud-based services are driving mobile data traffic. According to Cisco’s Visual Networking Index of June 1, 2011, global mobile data traffic is expected to grow at a CAGR of 92% from 0.24 exabytes per month in 2010 to 6.25 exabytes per month in 2015. The use of fiber as a backhaul medium is increasing due to its advantages of high speed throughput and long transport distance. Currently, however, over 67% of the mobile sites in North America are backhauled using T1 lines over copper wire, which was adequate for voice traffic but is insufficient to support growing mobile data traffic. CSPs such as Verizon are leveraging their fiber-to-the-premise broadband build out (FiOS) to upgrade their mobile backhaul infrastructure from copper to fiber-based.
Markets Served
MRV primarily serves the following markets:
Telecommunications Service Providers
Our telecommunications service provider customer base includes international, national and regional telecommunications carriers, both wireline and wireless. Telecommunications service providers are under increasing competitive pressure, primarily from emerging competitors that offer similar services at competitive prices. Our products and services enable both established and emerging telecommunications service providers to transition their existing network infrastructures to deliver a broader mix of higher bandwidth services to consumers and enterprises. We provide products that enable telecommunications service providers to support consumer demand for video delivery, broadband data and video and wireless broadband services.
Cable Operators/Multiple System Operators
Our customers include leading cable and multiple system operators in the United States and internationally. These customers rely upon us for a wide range of products including Carrier-grade, optical Ethernet transport and switching equipment. Our networking products allow our cable operator customers to integrate voice, video and data applications over a converged packet-optical infrastructure. This enables our customers to grow bandwidth capacity and lower the operational expense of supporting disparate networks. By enabling this network convergence, cable operators can expand their end user offerings to include high-value service bundles. Our products support key cable applications including broadcast video, VoIP, video on demand, broadband data services and services for enterprises.
Network Equipment Manufacturers
Our network equipment manufacturer customers incorporate our infrastructure management and automation products to increase the efficiency in the test lab environment enabling more tests in less time with fewer resources.
Enterprise/Educational Institutions
Our enterprise customers include small to large commercial organizations from every industry with information technology ("IT") requirements, including end users in the healthcare, financial, retail, industrial and technology industries, as well as schools and universities. We offer equipment and services focused on key enterprise applications including data center connectivity, local area network ("LAN") consolidation and storage extension for business continuance and disaster recovery. Our products enable inter-site connectivity between data centers, sales offices, manufacturing plants, and research and development centers, using private fiber infrastructure or external service provider networks. We also enable our enterprise customers to meet increasing demand for high availability, globalization, and the spread of IT to distributed branches, by preventing unexpected downtime and improving the safety, security and availability of their IT infrastructure.
Government
Our government customers include federal, state and local agencies in the United States and internationally. Our customers include domestic and international defense agencies, public administrations and municipalities. In addition, we offer networking products specifically designed for aerospace and defense networks, which enable these customers to apply real-time data acquisition and allow high-speed transaction processing for flight test validation and simulation systems. These products allow these customers to provide in-flight parameter recording systems in military and commercial aircrafts.

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Major Customers
As of December 31, 2011 and 2010, amounts due from Telecom Italia S.p.A., a Network Integration group customer, exceeded 10% of our gross accounts receivables. Revenue from FastWeb S.p.A., a Network Integration group customer, exceeded 10% of our revenue in both 2011 and 2010.
Products and Services
We provide integrated secure network equipment and services connecting analog and digital data, voice, and video within buildings and across private networks located in multiple buildings such as college and corporate environments, and in metropolitan and regional long-haul networks. Our products and services include:
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Optical Transport products;
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Carrier Ethernet products;
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Infrastructure management products; and
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Network integration and services.
Optical Transport Products
Optical Transport refers to the transmission of data signals through a fiber optic cable. One of the more common techniques utilized for Optical Transport optimization is WDM. Multiple wavelengths are combined, or multiplexed, utilizing different wavelengths of light as individual communications transport channels, and passed through a single optical fiber. MRV's Optical Transport portfolio addresses the rapidly increasing demand for transport capacity, multiple services and end-to-end management to the network optical edge enabling access, metro and long-haul optical communications. With the integration of WDM and Ethernet packet functionality, MRV is delivering advanced packet-optical transport solutions. MRV’s best-of-breed optical transport proposition provides a scalable and flexible Optical Transport solution with robust and simplified system architecture from entry level access platforms to high-end solution that can support up to 160 wavelengths for a maximum transport capacity of 6.4 Tbps per fiber pair.
LambdaDriverTM is OCS’s premiere optical transport system for building high-performance enterprise access, metropolitan carrier and long haul transport networks. The LambdaDriver is a multi-functional, compact, modular WDM system that supports both dense and coarse WDM technology. LambdaDriver also serves as a packet optical transport system by integrating Carrier Ethernet connection-oriented services and ROADM for automated optical mesh topologies with wavelength-level switching. The LambdaDriver series can support data rates from 8 Mbps up to 40 Gbps with future upgrade-path to 100 Gbps.

The Fiber DriverTM optical multi-service product line provides a full range services demarcation, media conversion, signal repeating and fiber-optimization solutions, including coarse and dense WDM capabilities. Both managed and unmanaged solutions are available, including rack-mount, modular systems and desktop systems. The Fiber Driver line includes several families of products with the flexibility for any type of optical or copper technology, covering virtually every protocol in use in networking today. With a power consumption of 3W - 5W per 10Gbps interface, the Fiber Driver optical multiservice platform consumes 20% - 30% less power than competing optical transport systems. In testing using the TEEER power efficiency standard, the Fiber Driver achieved a rating up to 9.84 out of 10, making it one of the highest efficiency optical networking systems on the market.
Carrier Ethernet Products
Ethernet service growth is driven by the fact that many organizations seek to reduce their WAN costs. Customers and service providers get a better per-bit cost for Ethernet services and enjoy the scalability over fiber optic network. The maturity of Carrier Ethernet technology and massive infrastructure changes from legacy to next generation packet network requires highly intelligent demarcation and first mile aggregation equipment to serve both wireline and wireless services.
OCS's OptiSwitchTM family is an award-winning line of compact Carrier Ethernet switching platforms that range from the OptiSwitch 9000 metro Ethernet aggregation products to the OS900 demarcation series. OptiSwitch products offer service providers a full suite of carrier-grade Ethernet services along with high-availability, enhanced quality of service, security, time-division multiplexing circuit emulation and Ethernet operation, administration and maintenance ("OAM") support. This full suite of OAM tools creates flexible service awareness and rigid SLAs. OptiSwitch products meet IEEE, ITU, IETF standards and MEF specifications, offering complete control to simplify deployment and management while maintaining full interoperability and visibility into customer and provider networks.

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Out-of-Band Networking Products
OCS's Media Cross Connect ("MCC") family of products provides Layer 1 protocol-independent, transparent switching at speeds up to 10.7 Gbps. It supports a wide range of interface types enabling customized solutions for test lab or data center testing. Once wired to the various devices and test equipment, the MCC provides remote reconfiguration of test topologies. Capital expenses can be reduced by sharing expensive test equipment among users. As the cornerstone of full test automation, the MCC offers operational efficiency with the reduction of test time, minimized configuration errors and simplified yet accurate repeatability of tests.
Out-of-band LX Series
An out-of-band network leveraging our LX product line provides secure remote service port access and remote power control to devices in an organization's networks and infrastructures, including data centers, remote sites, and test labs. Rich security and management features are supported, in addition to distributed clustering, sophisticated automation capabilities, very strong encryption, and U.S. government FIPS 140-2 security certification.
Other Networking Products
Through our Swiss subsidiary CES, we provide networking products for aerospace, defense and other applications such as voice and cellular communication. Our aerospace and defense network products apply real-time data acquisition technology allowing high-speed transaction processing for flight test validation and simulation systems. These products provide in-flight parameter recording systems in military and commercial aircraft. We also provide:
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Ground test systems as well as protocol analyzers and network performance-testing equipment;
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Networking data test equipment and a multi-service computing platform for wireless cellular telephony; and
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A network management system with comprehensive management and control for our products as well as third-party products we sell through our network integration and distribution offices.
Our network management system combines complete end-to-end network viewing and performance monitoring with network configuration and fault management including automatic detection and monitoring of devices from other vendors.
Network Integration and Services
Our products perform critical networking tasks and are typically used in conjunction with network equipment manufactured by other vendors. We believe that pre-sales engineering and post-sales support services help reduce cost of ownership, support business goals and promote customer loyalty. Accordingly, we provide a broad range of service offerings including pre-sale network design, consultation, site-surveys, on-site installation, and network integration. Post-sales support includes in-warranty as well as out-of-warranty repair and on-site maintenance. Our services include a choice of technical support services including around-the-clock response. In certain European countries, we provide network system design, integration and distribution services that include products manufactured by third-party vendors, as well as MRV-branded products developed and manufactured by OCS. These services are provided by our European-based operating units.
Worldwide Sales and Marketing
As of December 31, 2011, our worldwide sales and marketing organization consisted of 186 employees, including sales representatives, technical support and management. We have field sales offices in more than 20 countries involved in the sales and distribution of our products, providing system installation, technical support, and follow-up services to end users of our products. Through the field sales offices, we sell our products and services both directly and through channel partners with support from their sales forces. Our channel partners include distributors, value-added resellers and system integrators. Outside the United States, we conduct operations in Argentina, Australia, Belgium, Canada, Denmark, France, Germany, India, Israel, Italy, Mexico, the Netherlands, Norway, Russia, Singapore, South Africa, Sweden, Switzerland, Taiwan, Turkey and the United Kingdom.
Additionally, our offices in France, Italy, Norway, and Sweden sell and market our products along with other products manufactured by third-party vendors, supplied as part of our network integration and distribution services. These operations provide system design, network integration and post-sales support. These services enhance our ability to penetrate targeted vertical and regional markets. We believe that collaborating with successful third-party vendors in certain areas helps to provide growth opportunities beyond the targeted applications of our product lines.
We employ various methods, such as public relations, advertising, and trade shows in an effort to build awareness

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of our products and to establish our corporate MRV brand name, as well as MRV Optical Communications Systems, and those of our European-based operating subsidiaries, including Alcadon, CES, Interdata and Tecnonet. We conduct our public relations activities both internally and through relationships with outside agencies. We focus on major public relations activities concentrated around new product introductions, corporate partnerships and other events of interest to the market. We supplement our public relations through media advertising programs, including electronic media and attendance at various trade shows worldwide throughout the year.
Competition
The communications equipment industry is intensely competitive. We compete directly with a number of established and emerging networking companies. Most of our competition in the Network Integration group comes from other regional service providers in those markets.
Our direct competitors in networking products, switches, routers and media converters generally include: ADVA Optical Networking, Alcatel-Lucent, BATM Advanced Communications, BTI Systems, Inc., Canoga Perkins Corp., Ciena Corporation, Cisco Systems, Inc., Cyan, ECI Telecom Ltd., Ekinops, Ericsson, Extreme Networks, Fujitsu Limited, Huawei Technologies Ltd., Nokia Siemens Networks BV, Omnitron Systems Technology, Inc., Optelian, Inc., RAD Data Communications, Ltd., Tellabs, Inc., Transition Networks, Inc. and Transmode.
Many of our larger competitors offer customers a broader product line, which provides a more comprehensive networking solution than we provide. Accordingly, in certain regional markets we have collaborated with other vendors in an effort to enhance our overall capability in providing products and services.
We believe the principal competitive factors in the markets in which we compete include:
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Product performance, features, quality and price;
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A comprehensive range of complementary products and services;
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Customer service and technical support;
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Lead and delivery times;
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Timeliness of new product introductions;
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Global presence, including distribution network;
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Conformance to standards; and
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Brand name recognition.
Product Development and Engineering
We believe that in order to maintain our technological competitiveness and to serve our customers better, we must enhance our existing products and continue to develop new products. Accordingly, our Network Equipment group focuses a significant amount of resources on product development and engineering. Product development and engineering expenses were $24.3 million, $21.8 million, and $22.7 million for the years ended December 31, 2011, 2010, and 2009, respectively.
Financial information for each of the principal segments for revenue, measures of profit or loss and total assets, and breakdown by geographic regions are included in Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations" and Item 8 "Financial Statements and Supplemental Data" of this Form 10-K.
Manufacturing and Components
We outsource our board-level assembly and on some occasions, complete turnkey production, to independent contract manufacturers for our networking products, which include switches and routers, remote device management products and networking physical infrastructure equipment. We believe outsourcing allows us to react more quickly to market demand, avoid the significant capital investment required to establish automated manufacturing and assembly facilities and concentrate resources on product design and development. Our in-house manufacturing operations for networking products primarily perform the functions of materials management, quality assurance, as well as inspection and final testing. Our manufacturing processes and procedures are generally ISO 9001 certified and so are those of our electronic manufacturing service providers.

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Intellectual Property
To date, we have relied principally on a combination of patents, copyrights and trade secrets to protect proprietary technology. We have 18 U.S. patents and four foreign patents which expire between 2014 and 2027. In addition, we have six U.S. patent applications and one foreign patent application pending. However, we have not actively defended our patent portfolio in the past and do not consider our patents critical to our revenue stream. Our products rely principally on a combination of industry standard technology, our trade secrets, and software copyrights. Generally, we enter into confidentiality agreements with our employees and key suppliers and otherwise seek to limit access to and distribution of the source code to our software and other proprietary information. These steps may not be adequate to prevent misappropriation of our technologies, or a third party may independently develop technologies similar or superior to any that we possess.
Employees
As of December 31, 2011, MRV employed 678 full-time employees. Of these employees, 277 were in manufacturing, 131 were in product development and engineering, and 270 were in sales, marketing and general administration. Of these employees, 502 work in locations outside the United States.
We believe our employee relationships are satisfactory. We believe that our long-term success depends in part on our continued ability to recruit and retain qualified personnel. The risks associated with dependence on qualified personnel are more fully discussed under the heading "The loss of key management could negatively affect our business" in the "Risk Factors" section contained in Item 1A of this Form 10-K.
Internet Access to Our Financial Documents
We maintain a website at www.mrv-corporate.com. We make available on our website, free of charge, reports and proxy statements that we electronically file with or furnish to the SEC. We make the reports available on our website as soon as reasonably practicable after filing or furnishing such reports to the SEC. These reports include Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act. These reports are also available directly through the SEC's website at www.sec.gov.
Item 1A.    Risk Factors.
The following risk factors and other information included in this Form 10-K should be carefully considered. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us or which we currently deem immaterial also may impair our business operations. If any of the following risks occur, our business, financial condition, operating results, and cash flows could be materially adversely affected and the trading price of our Common Stock could decline.
We have hired investment bankers to analyze our strategic and capital allocation alternatives which could have an impact on our business, competitive position, customer relationships and employee morale and retention, and there can be no assurance that any transaction will result from these activities.

In February 2012, we announced the expansion of the engagement of the investment bank Oppenheimer & Co., Inc. for the purpose of assessing strategic alternatives for the Company, including a potential sale of the Company and/or its assets. The announcements themselves could create concerns and uncertainty among our customer base and among our employees regarding the Company's future, and the future of the individual business units. In addition, our stockholders have approved the sale of CES, but it remains subject to a financing condition and has not yet closed. If the transaction does not close, it could create uncertainty and lower morale of the affected employees. These concerns and uncertainty could materially adversely affect our ability to compete in our markets and retain and recruit qualified personnel.

Further, we can give no assurance that we will identify and undertake a transaction that allows our stockholders to realize an increase in the value of the Company's stock or provide any guidance on the timing of any such action. We also can give no assurance that any potential transaction or other strategic alternative, once identified, evaluated and consummated, will provide greater value to our stockholders than that reflected in the current stock price. Any transaction would be dependent on factors that may be beyond the Company's control, including, among others, the current global economic environment and market conditions, the interest of third parties in the Company or their businesses, and the availability of financing to potential buyers on reasonable terms or at all.


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Our operating results may be adversely impacted by worldwide economic and political uncertainties and specific conditions in the markets we address, including the cyclical nature of and volatility in the network equipment and network integration industries.

We operate in the network equipment and network integration industries. Our network integration business is concentrated in certain geographic markets with 29% of consolidated revenue coming from Italy and 14% of consolidated revenue generated in each of France and Scandinavia. From time to time, these industries and the markets in which we operate have experienced significant downturns, such as is currently being experienced in Europe. These downturns are characterized by decreases in product demand, excess customer inventories, and accelerated erosion of prices, and may be interspersed with or followed by significant and temporary increased demand in products. Further, these industries are cyclical and subject to rapid change and evolving industry standards. These factors could cause substantial fluctuations in our revenue, gross margins and results of operations, and may cause difficulty in predicting demand and short-term production needs. In addition, during these downturns some competitors become more aggressive in their pricing practices, which may adversely impact our product gross margins. Any downturns in the network equipment and network integration industries may be severe and prolonged or intermittent, and any failure to fully recover from downturns of these industries or the markets in which we operate could seriously impact our revenue and harm our business, financial condition and results of operations. The network equipment and network integration industries also periodically experience increased demand and production capacity constraints, which may affect our ability to ship products in a timely manner and may cause delivery time penalties. Accordingly, our operating results may vary significantly as a result of the general conditions in the network equipment and integration industries, which could cause large fluctuations in our stock price.     

Many other factors have the potential to significantly impact our business, such as concerns about inflation and deflation, deterioration in credit availability due to economic downturns or instability on a local or global level, volatility in energy costs, decreased consumer confidence, reduced corporate profits and capital spending, adverse business conditions and liquidity concerns in the communications markets, reduced availability of insurance coverage or reduced ability to pay claims by insurance carriers, international conflicts and terrorist and military activity, and the impact of natural disasters and public health emergencies. These conditions may make it extremely difficult for our customers, our vendors and us to accurately forecast and plan future business activities, and they could cause U.S. and foreign businesses to reduce spending on our products and services, which would delay and lengthen sales cycles. Furthermore, during challenging economic times our customers may face issues gaining timely access to sufficient credit or could even need to file for bankruptcy. Either of these circumstances could result in an impairment of their ability to make timely payments to us. If these circumstances were to occur, we may be required to increase our allowance for doubtful accounts. Historically, our business does not come from the end-customer directly, and we have experienced growth patterns that are different than what the end demand might be, particularly during periods of high volatility. This can manifest itself in periods of growth in excess of our customers' growth followed by periods of under-shipment before the volatility abates as our customers adjust their inventory levels. Given recent economic conditions it is possible that any correlation will continue to be less predictable and will result in increased volatility in our operating results and stock price. We cannot predict the timing, strength or duration of any economic slowdown or recovery, worldwide, in the network equipment and infrastructure industries or in the markets in which we operate. If the economy or the markets in which we operate deviate from present levels or deteriorate, we may record additional charges related to restructuring costs and the impairment of goodwill and long-lived assets, and our business, financial condition and results of operations may be materially and adversely affected. Additionally, the combination of our lengthy sales to delivery cycle coupled with challenging macroeconomic conditions could have a synergistic negative impact on the results of our operations. The impact of market volatility is not limited to revenue but may also affect our product gross margins and other financial metrics. Such impact could be manifested in, but not limited to, factors such as fixed cost overhead absorption.


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Our quarterly operating results are subject to significant fluctuations, and you should not rely on them as an indication of our future performance. Our operating results could fluctuate significantly from quarter to quarter and year to year.

Our operating results for a particular quarter are difficult to predict. Our revenue, gross margins and operating results could fluctuate substantially from quarter to quarter and from year to year as a whole, and within our business segments. This could result from any one or a combination of factors such as:

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the cancellation or postponement of orders from one period to the next;
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the timing and amount of significant orders;
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the mix in any period of higher and lower margin products and services;
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software, hardware or other errors in the products we sell requiring replacements or increased warranty reserves;
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charges for excess or obsolete inventory;
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our annual reviews of goodwill and other intangibles that may lead to impairment charges;
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the ability of our suppliers to produce and deliver components and parts, including sole or limited source components, in a timely manner, in the quantity and quality desired and at the prices we have budgeted;
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readiness of customer sites for installation;
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political stability in the areas of the world in which we operate;
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price reductions that we make, such as marketing decisions that we have made in the past to reduce the price for our products in an effort to secure new customers or to provide competitive bulk discounts;
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decreases in average selling prices of our products which result from factors such as overcapacity and market conditions, the introduction of new and more technologically advanced products, and increased sales discounts;
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the relative success of our efforts to continually reduce product manufacturing costs;
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our introduction of new products, with initial sales at relatively small volumes with resulting higher production costs, and the rate of market acceptance of the products;
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delays or reductions in customer purchases of our products in anticipation of the introduction of new and enhanced products by us or our competitors;
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the timing of capital spending of our customers;
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currency fluctuations;
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the ability of our customers to pay for our products;
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general economic conditions; and
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changes in conditions specific to our business segments.
Moreover, the volume and timing of orders we receive during a quarter are difficult to forecast. Customers often view the purchase of our products as a significant and strategic decision. As a result, customers typically expend significant effort in evaluating, testing and qualifying our products and our manufacturing process. This customer evaluation and qualification process frequently results in a lengthy initial sales cycle of up to one year or more. We may also expend significant management effort, increase manufacturing capacity and order long lead-time components or materials prior to receiving an order. Further, our customers encounter uncertain and changing demand for their products. Customers generally order based on their forecasts. If demand falls below these forecasts or if customers do not control inventories effectively, they may cancel or reschedule shipments previously ordered from us even after acceptance of orders. We do not recognize revenue until a product has been shipped to a customer, all significant vendor obligations have been performed, and collection is considered reasonably assured. Our 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, our operating results could be materially adversely affected.
We expect revenue and gross margins generally and for specific products and services to continue to fluctuate from quarter to quarter and year to year. Changes in service gross margin may result from various factors such as changes in the mix between technical support services and advanced services, as well as the timing of support service contract initiations and renewals. It is possible that, in future periods, our results of operations will be below the expectations of public market analysts and investors. This failure to meet expectations could cause the trading price of our Common Stock to decline. Similarly, the failure by our competitors or customers to meet or exceed the results expected by their analysts or investors could, by association, cause our stock price to decline.

Competition is ever increasing, and we face additional challenges when entering into new markets which could reduce our revenue and gross margins or cause us to lose market share.
The network equipment and network integration industries are intensely competitive, and we must continually provide new products while dealing with increased price competition from low-cost producers in Asia or elsewhere. We are further looking to expand our provision of services, and the markets in which we currently offer our products

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and services. These efforts expose us to additional competition and will likely increase demands on our service and support operations.
Many of our competitors have significantly greater financial, technical, marketing, distribution, sales and customer support organizations and other resources and larger installed customer bases than we have. Our competitors continually introduce new competitive products, and may be able to devote greater resources to the development, promotion, sale and support of their products. They may also be able to leverage their buying power with vendors to give them preferential treatment in delivery of high-demand products in times of supply constraint. Many of our larger competitors offer customers broader product lines, which provide a more comprehensive networking solution than we provide. These companies can leverage their customer bases and broader product offerings and adopt aggressive pricing policies to gain market share. In addition, several of our competitors have large market capitalizations, have substantially larger cash reserves, and are much better positioned than we are to acquire other companies in order to gain new technologies or products that may displace our product lines and give them a strategic advantage. Accordingly, in certain regional markets we have collaborated with other vendors in an effort to enhance our overall capability in providing products and services, and we focus on consolidating our purchasing programs globally to improve purchasing power with vendors.
Additional competitors may enter the market, and we are likely to compete with new companies in the future, especially from the People's Republic of China ("PRC"). Companies competing with us may introduce products that are more competitively priced, have increased performance or functionality, or incorporate technological advances that we have not yet developed or implemented, and may be able to react more quickly to changing customer requirements and expectations. There is also the risk that other network system vendors may enter or re-enter the subsystem market and begin to manufacture in-house the networking subsystems incorporated into their network systems. We also expect to encounter potential customers that, because of existing relationships with our competitors, are committed to the products offered by these competitors. As a result of the foregoing factors, we expect that competitive pressures may result in price reductions, reduced or negative margins or loss of market share in our markets.
Our markets are subject to rapid technological change, and to compete effectively, we must continually introduce new products that achieve market acceptance.

The markets for our products are characterized by rapid technological change, frequent new product introductions, changes in customer requirements and evolving industry standards. We expect that new technologies will emerge as competition and the need for higher and more cost effective transmission capacity, or bandwidth, increases. Our future performance will depend on the successful development of new and enhanced products that address these changes and other customer requirements. The introduction of new and enhanced products may cause our customers to defer or cancel orders for existing products. We have in the past experienced delays in product development and these delays may occur in the future. Therefore, to the extent that customers defer or cancel orders in the expectation of a new product release or there is any delay in development or introduction of our new products or enhancements of our products, our operating results would suffer.
During each of the years ended December 31, 2011 and 2010, product development and engineering expenses accounted for nine percent of revenue. Introduction of new products and product enhancements will require that we effectively transfer production processes from research and development to manufacturing and coordinate our efforts with those of our suppliers to achieve volume production rapidly. If we fail to transfer production processes effectively, develop product enhancements or introduce new products in sufficient quantities to meet the needs of our customers as scheduled, our net sales may be reduced and our business may be harmed. We also may not be able to develop the underlying core technologies necessary to create new products and enhancements, or to license these technologies from third parties. Product development delays may result from numerous factors, including:
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changing product specifications and customer requirements;
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difficulties in hiring and retaining necessary technical personnel;
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difficulties in reallocating engineering resources and overcoming resource limitations;
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difficulties with contract manufacturers;
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changing market or competitive product requirements; and
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unanticipated engineering complexities.

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The development of new, technologically advanced products is a complex and uncertain process requiring high levels of innovation and highly skilled engineering and development personnel, as well as the accurate anticipation of technological and market trends. In order to compete, we must be able to deliver to customers products that are highly reliable, operate with their existing equipment, lower their costs of acquisition, installation and maintenance, and provide an overall cost-effective solution. We may not be able to identify, develop, manufacture, market or support new or enhanced products successfully, if at all, or on a timely basis. Further, our new products may not gain market acceptance or we may not be able to respond effectively to product announcements by competitors, technological changes or emerging industry standards. Our failure to respond effectively to technological changes would significantly harm our business.
Our products are deployed in large and complex systems and may contain defects that are not detected until after our products have been installed, which may cause us to incur significant costs, divert our attention from product development efforts, or damage our reputation and cause us to lose customers.
Our products are complex and undergo internal quality testing and qualification as well as formal qualification by our customers. However, defects may be found from time to time. Our customers' testing procedures are limited to evaluating our products under likely and foreseeable failure scenarios and over varying amounts of time. For various reasons, including among others, the occurrence of performance problems that are unforeseeable in testing or that are detected only when products age or are operated under peak stress conditions, our products may fail to perform as expected long after customer acceptance. Failures could result from faulty components or design, problems in manufacturing or other unforeseen reasons. As a result, we could incur significant costs to repair and/or replace defective products under warranty, particularly when such failures occur in installed systems. We have experienced such failures in the past and will continue to face this risk going forward, as our products are widely deployed throughout the world in multiple demanding environments and applications. In addition, we may in certain circumstances honor warranty claims after the warranty period has expired or for problems not covered by warranty in order to maintain customer relationships. We believe that our warranty reserves adequately address our potential exposure to liability for warranty claims. Our warranty reserves are based on historical return rates, and our average material costs incurred to repair items, including labor costs. The warranty reserves are evaluated and adjusted based on updated actual experience.
In addition, certain of our networking products are typically embedded in, or deployed in conjunction with, our customers' products, which incorporate a variety of components and may be expected to interoperate with modules produced by third parties. As a result, not all defects are immediately detectable and when problems occur, it may be difficult to identify the source of the problem. These problems may cause us to incur significant damages or warranty and repair costs, divert the attention of our engineering personnel from our product development efforts, cause significant customer relation problems or loss of customers, and harm our reputation and brand, any of which could materially and adversely affect our business.
Although we were profitable on a consolidated basis in the year ended December 31, 2010, we have not achieved profitability on a consolidated basis consistently, and may not achieve profitability in the future.
Although we were profitable on a consolidated basis in the year ended December 31, 2010, we have not been consistently profitable on a consolidated basis. We expect to continue to incur significant product development, sales and marketing and general and administrative expenses, and costs related to improving manufacturing efficiency. As a result, we will need to continue our efforts to contain expense levels and increase revenue levels in an effort to achieve profitability in the future. In 2008 and 2009, we incurred additional significant charges related to the investigation and restatement of our financial statements, and in 2009, we incurred expenses related to a proxy contest for the election of directors. In 2010 we incurred charges related to a settlement of outstanding patent litigation with Finisar Corporation. In 2011, we recorded a $7.1 million charge in connection with the write-down of goodwill at Alcadon. We may not be successful in our efforts to contain expense levels and increase revenue levels, and we may not attain profitability on a sustained basis or at all.
Our customers may adopt alternate technologies for which we do not produce products or for which our products are not adaptable.
The market for our products is characterized by rapidly changing technology, evolving industry standards and new product introductions, which may minimize the demand for our existing products or render them obsolete. Our future success will depend in part upon our ability to enhance existing products and to develop and introduce new products that address such changes in technology and standards and respond to our customers' potential desire to adopt such technologies in place of those supported by our current product offerings. The development of new or enhanced products is a complex and uncertain process requiring the accurate anticipation of technological and market

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trends as well as precise technological execution. Further, the development cycle for products integrating new technologies or technologies with which we are not as familiar may be longer and more costly than our current product development process. We may experience difficulties that could delay or prevent the successful development, introduction and marketing of these new products, and the new products may not be successfully commercialized. These costs and delays may prevent us from being able to establish a market position with respect to such new technologies and industry standards or be as responsive as we would like to be in meeting our customers' demands for such products, thus adversely affecting our results of operations and our customer relationships.
We do not have many long-term volume purchase contracts with our customers, so our customers may increase, decrease, cancel or delay their purchasing levels at any time with minimal advance notice to us, which may significantly harm our business.
Our customers typically purchase our products pursuant to individual purchase orders. While our customers generally provide us with their demand forecasts, in most cases they are not contractually committed to buy any quantity of products beyond firm purchase orders. Our customers may increase, decrease, cancel or delay purchase orders already in place. If any of our major customers decrease, stop or delay purchasing our products for any reason, our business and results of operations would be harmed. Cancellation or delays of such orders may cause us to fail to achieve our short- and long-term financial and operating goals. Lead times for components and materials that we order vary significantly and depend on factors including the specific supplier requirements, the size of the order, contract terms and current market demand for components. For substantial increases in our sales levels, some of our suppliers may need significant lead time. In the past, during periods of market downturns, certain of our largest customers canceled or delayed significant orders with us and with our competitors, which resulted in losses of sales and excess and obsolete inventory. Similarly, decreases or deferrals of purchases by our customers may significantly harm our industry and specifically our business in these and in additional unforeseen ways, particularly if they are not anticipated.
We may suffer losses as a result of entering into fixed price contracts.
From time to time we enter into contracts with certain customers in which the price we charge for particular products is fixed. Although our estimated production costs for these products are used to compute fixed sales prices, if actual production costs exceed the estimated production costs because of our inability to obtain needed components timely, or at all, or we cannot continue to cut costs in production and have incrementally decreased future fixed prices, we may incur a loss on the sale. Sales of material amounts of products on a fixed price basis, for which we have not accurately forecast the production costs, could have a material adverse effect on our results of operations.
A few customers account for a substantial portion of our sales, increasing both our dependence on a few revenue sources and the risk that our operations will suffer materially if a significant customer stops ordering from us or substantially reduces its business with us.
 One customer of our Network Integration group accounted for 17%, 18% and 16% of revenue in the years ended December 31, 2011, 2010 and 2009, respectively, and another Network Integration group customer accounted for 19% and 22% of accounts receivable in the years ended December 31, 2011 and 2010, respectively. While our financial performance benefited from substantial sales to these customers, because of the magnitude of sales to the customers, our results would suffer if we were to lose their business. Additionally, if those customers, or other significant customers, made substantial reductions in orders or stopped paying their invoices when due, our results of operations would suffer unless we were able to replace the orders or collect on the payments due. Both customers are major telecom companies operating predominately in Italy.
Our ability to utilize our NOLs and certain other tax attributes may be limited.
As of December 31, 2011, MRV had federal, state and foreign net operating losses, or NOLs, of $227.4 million, $161.8 million and $89.9 million, respectively. To utilize these NOLs, we need to generate sufficient taxable income in the related jurisdictions prior to their expiration or limitation under Section 382. Under Section 382 of the Internal Revenue Code, if a corporation undergoes an "ownership change," the corporation's ability to use its pre-change NOLs, capital loss carry forwards and other pre-change tax attributes to offset its post-change income, may be limited. An ownership change is generally defined as a greater than 50% change in its equity ownership by value over a three-year period. We may experience an ownership change in the future as a result of subsequent shifts in our stock ownership. If we were to trigger an ownership change in the future, our ability to use any NOLs and capital loss carry forwards existing at that time could be limited.

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We face risks in reselling the products of other companies.
We distribute products manufactured by other companies. To the extent we succeed in reselling the products of these companies, or products of other vendors with which we may enter into similar arrangements, we may be required by customers to assume warranty and service obligations. While these suppliers have agreed to support us with respect to those obligations, if they should be unable, for any reason, to provide the required support, we may have to expend our own resources on doing so. We are unable to evaluate fully the potential magnitude of these warranty claims as the equipment has been designed and manufactured by others.
There are a limited number of potential source suppliers for certain components, which makes us susceptible to supply shortages.
We currently purchase several key components from single or limited sources. Moreover, we depend on the quality of the products supplied to us, over which we have limited control. We have encountered shortages and delays in obtaining components in the past and expect to encounter shortages and delays in the future. Sudden significant increases in demand for products which we purchase may cause delays in delivery of subcomponents, which may cause delay in delivery of our products. Larger competitors may be able to demand more rapid delivery of components parts in comparison to us. If we cannot supply products due to a lack of certain components or are unable to redesign products with other components in a timely manner, our business will be significantly harmed.
We typically have not entered into long-term agreements with our suppliers and, therefore, our suppliers could stop supplying materials and equipment at any time or fail to supply adequate quantities of component parts on a timely basis. It is difficult, costly, time consuming and, on short notice, sometimes impossible for us to identify and qualify new component suppliers. The reliance on a sole supplier, single qualified vendor or limited number of suppliers could result in delivery and quality problems, reduced control over product pricing, reliability and performance. We may have difficulty in identifying and qualifying another supplier in a timely manner. We have in the past had to change suppliers, which, in some instances, has resulted in delays in product development and manufacturing until another supplier was found and qualified. Any such delays in the future may limit our ability to respond to changes in customer and market demands. During the last several years, the number of suppliers of components has decreased significantly and, more recently, demand for components has increased. Any supply deficiencies relating to the quality or quantities of components we use to manufacture our products could adversely affect our ability to fulfill customer orders and our results of operations.
We rely substantially upon a limited number of contract manufacturing partners, and if these contract manufacturers fail to meet our short- and long-term needs and contractual obligations, our business may be negatively impacted.
We rely to a significant extent on a limited number of contract manufacturers to assemble, manufacture and test our products. The qualification and set up of these independent manufacturers under quality assurance standards is an expensive and time-consuming process. In the past, we have experienced delays or other problems, such as inferior quality, insufficient quantity of product and an inability to meet cost targets, which have led to delays in our ability to fulfill customer orders. Additionally, in the past, we have been required to qualify new contract manufacturing partners and replace contract manufacturers, which led to delays in deliveries. Any future interruption in the operations of these manufacturers, or any deficiency in the quality, quantity or timely delivery of the components or products built for us by these manufacturers, could impede our ability to meet our scheduled product deliveries to our customers or require us to contract with and qualify new contract manufacturing partners. As a result, we may lose existing or potential customers or orders and our business may be negatively impacted.
If we fail to forecast component and material requirements accurately, we could incur additional costs or experience manufacturing delays.
We use rolling forecasts based on anticipated product orders to determine our component and material requirements. It is very important that we accurately predict both the demand for our products and the lead times required to obtain the necessary components and materials. Lead times for components and materials that we order vary significantly and depend on factors such as specific supplier requirements, the size of the order, contract terms and current market demand for the components. For substantial increases in production levels, some suppliers may need six months or more lead time. If we overestimate our component and material requirements, we may have excess or obsolete inventory, which may not get used or have to be discounted to eliminate. If we underestimate our component and material requirements, we may have inadequate inventory, which could interrupt our manufacturing and delay delivery of our products to our customers. Any of these occurrences would negatively impact our revenue.

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Our business and future operating results may be adversely affected by events outside of our control.
We use our facilities in California, Massachusetts and Israel for major product design and development and customer support, and we manufacture products at our facilities in California and Israel. The risk of earthquakes in Southern California is significant because of the proximity of these manufacturing facilities to major earthquake fault lines. In January 1994, major earthquakes near Chatsworth, California affected our facilities, causing power and communications outages and disruptions that impaired production capacity. While our facility did not suffer material damage and our business was not materially disrupted by this earthquake, the occurrence of an earthquake or other natural disaster could result in the disruption of our manufacturing facilities. Any disruption in our manufacturing facilities arising from earthquakes, other natural disasters or other catastrophic events including wildfires and other fires, excessive rain, terrorist attacks and wars, could disrupt our manufacturing ability, which could harm our operations and financial results, and could cause significant delays in the production or shipment of our products until we are able to shift production to different facilities or arrange for third parties to manufacture our products. We may not be able to obtain alternate capacity on favorable terms or at all. The location of our manufacturing facilities subjects us to increased risk that a natural disaster could disrupt our operations.
Although we believe our insurance coverage is adequate to address the variety of potential liabilities we face, our insurance coverage is subject to deductibles and coverage limits. Upon an occurrence of a significant natural disaster, or manmade problems such as computer viruses, civil war, terrorism, blackout or disruptions to the economies of the United States and other countries, such coverage may not be adequate or continue to be available at commercially reasonable rates and terms. In the event of a major earthquake or other disaster affecting one or more of our facilities, our operations could be significantly disrupted, delayed or prevented for the time required to transfer production, repair, rebuild or replace the affected manufacturing facilities. This time frame could be lengthy, and result in significant expenses for repair and related costs. In addition, concerns about an outbreak of epidemic diseases such as avian or swine influenza or severe acute respiratory syndrome, could have a negative effect on travel and our business operations, and result in adverse consequences to our business and results of operations.
Environmental regulations applicable to our manufacturing operations could limit our ability to expand or subject us to substantial costs. Compliance with current and future environmental regulations may be costly which could impact our future operating results.
We are subject to a variety of environmental regulations relating to the use, storage, discharge and disposal of hazardous chemicals used during our development and manufacturing processes. Further, we are subject to other safety, labeling and training regulations as required by foreign, local, state and federal law. We believe we are compliant in all material respects with applicable environmental regulations in the United States, Taiwan and Israel. However, any failure by us to comply with present and future regulations could subject us to future liabilities or the suspension of production. In addition, such regulations could restrict our ability to expand our facilities and we may need to acquire costly equipment or incur other significant expenses to comply with environmental regulations. We cannot provide assurance that legal requirements will not be imposed on us that would require additional capital expenditures or the satisfaction of other requirements. If we fail to obtain required permits or otherwise fail to operate within current or future legal requirements, including those applicable to us in the United States, Taiwan and Israel, we may be required to pay substantial penalties, suspend our operations, or make costly changes to our development and manufacturing processes or facilities.
In addition, we could face significant costs and liabilities in connection with legislation which enables customers to return a product at the end of its useful life and charges us with financial and other responsibility for environmentally safe collection, recycling, treatment and disposal. We also face increasing complexity in our product design and procurement operations as we adjust to new and upcoming requirements relating to the materials composition of our products, and disclosure related to the origin of certain raw materials used in our products. This includes the restrictions on lead and certain other substances in electronics that apply to specified electronics products put on the market in the European Union and the PRC. Many of our customers have adopted this approach and have required our full compliance. Even though we have devoted a significant amount of resources and effort planning and executing our compliance program and believe that we are in compliance with such legislation, it is possible that some of our products might be incompatible with such regulations. In such event, we could experience loss of revenue, damaged reputation, diversion of resources, monetary penalties and legal action. Other environmental regulations may require us to re-engineer our products to utilize components that are more environmentally compatible. Such re-engineering and component substitution may result in additional costs to us. Although we currently do not anticipate any material adverse effects based on the nature of our operations and the effect of such laws, there is no assurance that such existing laws or future laws will not have a material adverse effect on us.

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Our business and future operating results are subject to a wide range of uncertainties arising out of the international nature of our operations and facilities.
International sales accounted for 73%, 78%, and 78% of revenue for the years ended December 31, 2011, 2010 and 2009, respectively.
We have offices and facilities in, and conduct a significant portion of our operations in and from, France, Israel, Italy, Sweden, and Switzerland. We are, therefore, influenced by the political and economic conditions affecting these countries. Risks we face from international sales and our use of facilities and suppliers overseas for manufacturing include:
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ensuring compliance with local regulations and laws in each country and locality in which we do business;
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greater difficulty in accounts receivable collection and longer collection periods;
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the impact of recessions in economies outside the United States;
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changes in regulatory requirements;
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seasonal reductions in business activities in some parts of the world, such as during the summer months in Europe;
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difficulties in managing operations across disparate geographic areas;
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difficulties associated with enforcing agreements through foreign legal systems;
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the payment of operating expenses in local currencies, which exposes us to risks of currency exchange rate fluctuations;
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higher credit risks requiring cash in advance or letters of credit;
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potentially adverse tax consequences, increasing taxes, and heightened efforts by officials of foreign countries to increase revenue from tax collection;
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unavailability or delays in delivery of equipment, raw materials or key components;
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trade restrictions, tariff increases and increasing import-export duties;
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shipping delays;
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limited protection of intellectual property rights;
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tightening immigration controls that may adversely affect the residency status of our engineers and other key employees in our U.S. facilities who are not permanent residents of the United States, or our ability to hire new non-U.S. employees in our U.S. facilities; and
•
increasing foreign environmental regulation or unforeseen environmental problems.
Our business and operations are also subject to general geopolitical conditions, such as terrorism, political and economic instability, changes in the costs of key resources such as crude oil and changes in diplomatic or trade relationships. Economic conditions in several countries and markets outside the United States in which we have offices, personnel, facilities or sales represent significant risks to us. Instability in the Middle East, PRC or European Union could have a negative impact on our sales and operations in these regions, and unstable conditions could have a material adverse effect on our business and results of operations. In addition to the effect of global economic instability on our operations or facilities on sales to customers outside the United States, sales to domestic customers could be negatively impacted by these conditions.
Our operating results are impacted by foreign exchange rates and interest rate fluctuations.
Our interest income and expense is impacted by fluctuations in interest rates. Changes in foreign exchange rates impact us in four ways. Several of our foreign business units have a functional currency other than the U.S. dollar. The amount of revenue, expenses, assets and liabilities measured in U.S. dollars is impacted by changes in exchange rates. Our revenue and profits were positively affected in 2011 because of the weakness of the U.S. dollar relative to the currencies in which these business units report their results, however, our revenue and profits in 2010 and other years were negatively affected by the relative strength of the U.S. dollar. Further, fluctuations in currency exchange rates can and do cause our products to become relatively more expensive in particular countries, leading to a reduction

16

in sales in that country. The proportion of our costs incurred in various currencies varies from the proportion of revenue denominated in that currency which may materially impact our gross margins. Some of our accounts receivable, cash balances, accounts payable, credit lines, and other assets and liabilities are denominated in currencies other than the related business unit's functional currency. Increases or decreases in the expected amount of cash flow result in foreign exchange gains or losses which impact our profitability. We currently do not have any hedging or swap agreements in place other than intra-quarter currency hedges at one of our subsidiaries. Where possible, we attempt to denominate sales in countries in which we do business in the local currency, to match the proportion of cost and revenue transacted in each currency, and to match the assets and liabilities held in each currency which helps to reduce foreign exchange rate exposure to some degree. We could incur losses from the lack of hedging activities in the future. In addition, inflation or fluctuations in currency exchange or interest rates in any of the countries that we do business could increase our operating expenses and thereby adversely affect our results of operations.
Failure to comply with the U.S. Foreign Corrupt Practices Act or the U.K. Bribery Act could subject us to penalties and other adverse consequences. We could suffer losses from corrupt or fraudulent business practices.
We are subject to the U.S. Foreign Corrupt Practices Act ("FCPA"), and potentially the U.K. Bribery Act, each of which generally prohibits companies from engaging in bribery or making other prohibited payments to foreign officials for the purpose of obtaining or retaining business. In addition, we are required to maintain records that accurately and fairly represent our transactions and have an adequate system of internal accounting controls. Foreign companies, including some that may compete with us, are not subject to these prohibitions, and therefore may have a competitive advantage over us. We have implemented and maintained preventative measures, but cannot assure that our employees or other agents will not engage in such conduct and render us responsible under the FCPA. If our employees or other agents are found to have engaged in these practices, we could suffer severe penalties and other consequences that may have a material adverse effect on our business, financial condition and results of operations.
If we fail to protect our intellectual property, we may not be able to compete.
We rely on a combination of trade secret laws and restrictions on disclosure and patents, copyrights and trademarks to protect our intellectual property rights. We cannot be sure that our pending patent and trademark applications will be approved, that any patents or trademarks that may be issued will protect our intellectual property or that third parties will not challenge any issued patents. Other parties may independently develop similar or competing technology or design around any patents that may be issued to us. We cannot be certain that the steps we have taken will prevent the misappropriation of our intellectual property, particularly in foreign countries where the laws may not protect our proprietary rights as fully as in the United States. Specifically there is a risk of poor enforcement of intellectual property rights in the PRC, where the validity, enforceability and scope of protection of intellectual property is uncertain and still evolving. Policing unauthorized use of proprietary technology is difficult and expensive. Reverse engineering, unauthorized copying or other misappropriation of our proprietary technologies could enable competitors, especially in the PRC, to benefit from our technologies without paying us any royalties. Enforcing our intellectual property rights or resolving intellectual property disputes may involve litigation. Any of this kind of litigation, regardless of outcome, could be expensive and time consuming, and adverse determinations in any of this kind of litigation could seriously harm our business.
We are involved in intellectual property disputes from time to time as part of doing business in the network equipment industry, which could divert management's attention, cause us to incur significant costs, and prevent us from selling or using the challenged technology.
Participants in the network equipment markets in which we sell our products have experienced litigation regarding patent and other intellectual property rights. Numerous patents in these industries are held by others, including our competitors. From time to time, we have become aware of the possibility or have been notified that we may be infringing certain patents or other intellectual property rights of others, and we have been involved in litigation matters regarding intellectual property right claims of others in the past. In addition, we may be a party to litigation to protect our intellectual property. These claims and any resulting lawsuit, if successful, could subject us to significant liability for damages or invalidation of our proprietary rights, and there can be no assurance that we will be successful in our defense and, even if we are successful, we may incur substantial legal fees and other costs in defending the lawsuit. Any lawsuit that we may become party to, regardless of its success, may be time-consuming and expensive to resolve and divert technical and management time and attention. Accordingly, any infringement claim or litigation against us could significantly harm our business, operating results and financial condition. Further, we have agreed to indemnify the buyer of Source Photonics through October 2013 regarding any intellectual property claims that arise from allegations of intellectual property rights violations that occurred prior to the closing, though have not received notice of such claims. In the event of an adverse result in any litigation with respect to intellectual property rights relevant to our

17

products, we could be required to obtain licenses to the infringing technology, to pay substantial damages under applicable law, to cease the manufacture, use and sale of infringing products, or to expend significant resources to develop non-infringing technology. Licenses may not be available from third parties either on commercially reasonable terms or at all.
We are involved in various derivative litigation suits due to past stock option granting practices, and the related restatement of our prior financial results.
In connection with our past stock option grant practices, we, and a number of our current and former directors and officers, have been subjected to a number of ongoing stockholder lawsuits. A description of the litigation is set forth in Item 3. "Legal Proceedings" of this Form 10-K. As a result of this litigation, we have been and remain subject to a number of risks, including the following, each of which could result in a material adverse effect to our business, financial condition and results of operations and/or a negative effect on the market for our stock: (i) indemnification obligations for our former and current directors and officers related to the litigation; (ii) additional significant costs in effectuating on-going or additional remediation actions; and (iii) diversion of the time and attention of members of our management and our Board of Directors from the management of our business.
We are involved in other lawsuits and legal proceedings, and have agreed to indemnify the buyer of Source Photonics for claims arising from allegations occurring prior to the closing.
We are involved in various lawsuits, disputes and claims, arising in the ordinary course of business, and continue to provide indemnification to the buyer of Source Photonics for litigation related to the acquisition of Fiberxon LLC, which is described in Item 3. "Legal Proceedings" of this Form 10-K, and for claims arising from allegations occurring prior to the closing that are related to intellectual property, environmental matters, employee benefits and taxes. These suits or actions may raise complex factual and legal issues and are subject to uncertainties. Actions filed against us could include product liability, commercial, intellectual property, customer, employment and securities related claims, including class action lawsuits. Plaintiffs (or defendants who counterclaim) may seek unspecified damages or injunctive relief, or both. Although we carry product liability insurance, and believe such coverage is adequate based on the historical rate and nature of customer product quality claims or complaints, we cannot provide assurance that this insurance would adequately cover our costs arising from any significant defects in our products. Adverse results to any lawsuits, disputes or claims may harm our business and have material adverse effects on our results of operations, liquidity or financial position, any or all of which could adversely affect our stock price.
Failure to achieve and maintain internal controls in accordance with Sections 302 and 404 of the Sarbanes-Oxley Act of 2002 could have a material adverse effect on our business and stock price.
We have examined and evaluated our internal control procedures to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, and found no material weaknesses for the years ended December 31, 2011 and 2010. However, we had one material weakness due to our restatement of our Annual Report on Form 10-K for the year ended December 31, 2009. In our Annual Report on Form 10-K for the year ended December 31, 2008, which we did not file until October 8, 2009, we had reported two material weaknesses for the year then ended, and another that had been remediated during 2008 due to the restatement of our financial statements. During the fourth quarter of 2011, we identified a material weakness that we believe was remediated as of December 31, 2011 by modifying the reporting structure and roles and responsibilities of the accounting team at one of our business units. The changes, which the Company believes were effective at improving the internal controls of the business unit, included having individuals responsible for accounting and reporting at the business unit report directly to the Vice President, Finance to ensure the proper oversight of financial reporting and internal control. Furthermore, we identified five significant deficiencies in our internal controls over financial reporting including three at the business unit discussed above related to the revenue, inventory and financial statement close processes which still existed as of December 31, 2011. The significant deficiencies at that business unit, are mitigated in part, by the review and oversight of our Chief Financial Officer and Vice President, Finance who intend to leave the Company on March 30, 2012. If we fail to properly transition these functions to the individuals assuming their duties and responsibilities, these significant deficiencies could rise to the level of a material weakness. We intend to make additional improvements to address these significant deficiencies. If we fail to maintain the internal controls we have recently implemented, or fail to adequately address these significant deficiencies, or fail to implement required new or improved controls, as such control standards are modified, supplemented or amended from time to time, or as our business changes, we may not be able to conclude on an ongoing basis that we have effective internal controls over financial reporting. Effective internal controls are necessary for us to produce reliable financial reports and are important in the prevention of financial fraud. If we cannot produce reliable financial reports or prevent fraud, our business and operating results could be harmed, investors may lose further confidence in our reported financial information, and there could be a material adverse effect on our stock price.

18

The loss of key management could negatively affect our business.
Our ability to develop, manufacture and market our products, run our operations and our ability to compete with our current and future competitors depends in large part on our ability to attract and retain qualified personnel. Competition for executives and highly-qualified engineers in the network equipment and infrastructure industries is intense, and we will be required to compete for those personnel with companies having substantially greater financial and other resources than we do. We are dependent upon our executive officers and the general managers of our various business units, especially in places where personal relationships are a significant part of a business transaction. We do not have succession plans in every key position, and the loss of the services of these officers could have a material adverse effect on our operations. If we do not attract necessary team members to operate our business and provide for adequate retention and succession planning, our business could be materially adversely affected. Our Chief Financial Officer and Vice President, Finance intend to leave the Company on March 30, 2012 and they have been transitioning their responsibilities to the individuals who will be assuming their duties and responsibilities. If we are unable to appropriately manage this transition, our ability to produce reliable financial results and timely report to the SEC could be adversely impacted.
Delaware law and our ability to issue preferred stock may have anti-takeover effects that could prevent a change in control, which may cause our stock price to decline.
We are authorized to issue up to 1,000,000 shares of Preferred Stock. This Preferred Stock may be issued in one or more series, the terms of which may be determined at the time of issuance by our Board of Directors without further action by stockholders. The terms of any series of preferred stock may include voting rights (including the right to vote as a series on particular matters), preferences as to dividend, liquidation, conversion and redemption rights and sinking fund provisions. No preferred stock is currently outstanding. The issuance of any preferred stock could materially adversely affect the rights of the holders of our Common Stock, and therefore, reduce the value of our Common Stock. In particular, specific rights granted to future holders of preferred stock could be used to restrict our ability to merge with, or sell our assets to, a third party and thereby preserve control by the present management. We are also subject to the anti-takeover provisions of Section 203 of the Delaware General Corporation Law, which prohibit us from engaging in a business combination with an interested stockholder for a period of three years after the date of the transaction in which the person became an interested stockholder unless the business combination is approved in the manner prescribed under Section 203. These provisions of Delaware law also may discourage, delay or prevent someone from acquiring or merging with us, which may cause the market price of our Common Stock to decline.
There is no assurance of an established public trading market for our Common Stock, which would adversely affect the ability of investors in our Company to sell their Common Stock in the public markets.
Our Common Stock was delisted from trading on the NASDAQ Global Market in August 2009. At present, the OTC "Pink Sheets" is the only public market where investors can trade our Common Stock. The Pink Sheets is an inter-dealer electronic quotation and trading system that provides significantly less liquidity and daily trading volume than a national securities exchange or automated quotation system. Quotes for stocks included in the Pink Sheets are not listed in the financial sections of newspapers as are those for stocks listed on national securities exchanges or automated quotation systems. In the absence of an active trading market, investors may have difficulty buying and selling or obtaining market quotations, and the lack of visibility for our Common Stock may have a depressive effect on the market for our Common Stock.
Because this Form 10-K contains forward-looking statements, it may not prove to be accurate.
This Form 10-K and other Company releases and filings with the SEC may contain forward-looking statements. We generally identify forward-looking statements using words like "believe," "intend," "expect," "may," "should," "plan," "project," "contemplate," "anticipate," "target," "estimate," "foresee," "goal," "likely," "will" or similar statements. Because these statements reflect our current views concerning future events, they involve risks, uncertainties and assumptions, including the risks and uncertainties identified in this report. Actual results may differ significantly from the results discussed in these forward-looking statements. We do not undertake to update any forward-looking statements or risk factors to reflect future events or circumstances.

Item 1B.    Unresolved Staff Comments.
There are no unresolved written comments that were received from the SEC's staff 180 days or more before the end of the Company's fiscal year relating to our periodic or current reports filed under the Exchange Act.


19

Item 2.    Properties.
Our properties consist of leased and owned facilities for product development, manufacturing, sales, support, and administrative operations. We believe that our existing properties are in good condition and suitable for the conduct of our business. Should the need arise, we believe that suitable replacement and additional space will be available in the future on commercially reasonable terms subject to force majeure conditions. For additional information regarding obligations under operating leases, see Note 10 to the Consolidated Financial Statements located in Item 8 of this Form 10-K.

Item 3.    Legal Proceedings.
We are subject to legal claims and litigation in the ordinary course of business, including but not limited to product liability, employment and intellectual property claims. The outcome of any such matters is currently not determinable. If one or more of the matters listed below or otherwise is ultimately determined not in our favor, it could have a material adverse effect on our consolidated financial position or results of operations in the period in which they occur.
Stock Option Litigation
In June 2008, the Company announced that our Board of Directors, based on information provided by management, and in consultation with management, concluded that the financial statements and the related reports of our independent public accountants should not be relied upon due to the Company's intention to restate its financial results from 2002 through 2008 to correct its accounting for option grants and other issues. The Board of Directors appointed a Special Committee of independent directors, along with independent legal counsel and outside accounting experts, to investigate the issues, and a restatement of the Company's financial statements was filed in its Annual Report on Form 10-K for the year ended December 31, 2008 in October 2009.
From June to August 2008, five purported stockholder derivative and securities class action lawsuits were filed in the U.S. District Court in the Central District of California and one derivative lawsuit was filed in the Superior Court of the State of California against the Company and certain of our current and former officers and directors. The five lawsuits filed in the Central District of California were consolidated. Claims were asserted under Section 10(b) and 20(a) of the Exchange Act, and Rule 10b-5 promulgated thereunder. The allegations set forth in the complaints were based on facts disclosed in our press release of June 5, 2008, which stated that the Company's financial statements could not be relied on due to the Company's historical stock option practices and related accounting. The complaints sought to recover from the defendants unspecified compensatory and punitive damages, to require the Company to undertake reforms to corporate governance and internal control procedures, to obtain an accounting of stock option grants found to be improper, to impose a constructive trust over stock options and proceeds derived therefrom, to disgorge from any of the defendants who received allegedly improper stock options the profits obtained therefrom, to rescind improperly priced options and to recover costs of suit, including legal and other professional fees and other equitable relief. In November 2010, the judge overseeing the securities class action lawsuits gave final approval to a stipulated $10 million settlement agreement, which was covered by our director and officer insurance policies. 
Motions to dismiss the defendants were heard in the second half of 2010 in both the federal and California state derivative lawsuits, and certain defendants and claims were dismissed. Discovery continues in these matters. The Company and plaintiffs in the federal and state derivative lawsuits have attended mediations but have not been successful in reaching a settlement of these claims.
Fiberxon Acquisition Litigation
In July 2007, we purchased Fiberxon, Inc., and the purchase agreement included possible post-acquisition obligations on MRV. We filed an affirmative lawsuit in the California Superior Court in March 2009 against a) former stockholders of Fiberxon, seeking to cancel a potential deferred consideration obligation of approximately $31.5 million, and b) certain former executives, directors and stockholders of Fiberxon, alleging fraud and other claims. We entered into a Settlement Agreement and Release in December 2009 with Yoram Snir, personally and in his capacity as Stockholders' Agent for the former stockholders of Fiberxon. Pursuant to the settlement agreement, the Company has fully settled any obligation to pay the first $18 million of potential deferred consideration. This amount was reserved for set-off in the original merger agreement, and the former Fiberxon stockholders, pursuant to the settlement, were entitled to their pro rata portion of the $1.5 million settlement amount. Additionally, we agreed to pay up to $4.5 million to settle claims relating to the remaining $13.5 million of the potential deferred compensation. The second portion of the settlement is with the former stockholders directly, and to date, stockholders holding 67% of the former shares have elected to participate in this portion of the settlement.

20

 We maintained the California Superior Court action with four remaining defendants, and in December 2010, the court issued a default judgment against them in the amount of $57.4 million. However, the court set aside this judgment in April 2011 at the request of the defendants. In addition, in 2010, four former stockholders, who owned approximately 27% of the former Fiberxon and who did not participate in the second portion of the settlement, initiated litigation in Beijing, PRC against MRV, Source Photonics LLC and other related parties alleging a claim for approximately $3.7 million, representing these former stockholders' pro rata amount of the $13.5 million portion of the potential deferred compensation. In connection with the sale by MRV of Source Photonics in October 2010, we agreed to indemnify the buyer against certain litigation, including these actions. 
The results of any litigation are inherently uncertain, and there can be no assurance that we will prevail in the litigation matters stated above or otherwise. We plan to pursue our claims and defenses vigorously and expect that some of the litigation matters discussed above will be protracted and costly.

Item 4.    Mine Safety DIsclosures.
None.

PART II


Item 5.    Market for the Company's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information and Holders
Our Common Stock was traded on the NASDAQ Global Market under the symbol "MRVC" until June 16, 2009. MRV is currently trading on the OTC Pink Sheets. Over-the-counter quotations reflect interdealer prices, without retail mark-up, mark-down, or commission and may not necessarily represent actual transactions. The following table sets forth the high and low sales prices for the periods indicated:
 
 
High
 
Low
Year Ended December 31, 2011
 
 
 
 
First quarter ending March 31
 
$
1.90

 
$
1.50

Second quarter ending June 30
 
$
1.57

 
$
1.20

Third quarter ending September 30
 
$
1.52

 
$
1.12

Fourth quarter ending December 31
 
$
1.40

 
$
0.80

Year Ended December 31, 2010
 
 
 
 
First quarter ending March 31
 
$
1.35

 
$
0.70

Second quarter ending June 30
 
$
1.60

 
$
1.15

Third quarter ending September 30
 
$
1.45

 
$
1.15

Fourth quarter ending December 31
 
$
1.89

 
$
1.28

As of March 9, 2012, the closing price of our Common Stock was $1.05 per share, and there were approximately 2,600 stockholders of record.
Dividends
The payment of dividends on our Common Stock is within the discretion of our Board of Directors. On October 20, 2011, the Board of Directors declared a $75.0 million special dividend, representing approximately $0.48 per share, which was paid on November 10, 2011. The dividend represented excess capital resulting from our sale of Source Photonics. Our Board of Directors regularly evaluates its capital position to consider the return of capital to stockholders. We have not paid a regular dividend and do not currently have plans to begin paying a regular dividend.

21

Equity Compensation Plans
The table below sets forth information with respect to shares of Common Stock that may be issued under our stock option plans as of December 31, 2011.
Plan Category
 
Number of securities
issuable upon
exercise of
outstanding options
and warrants
 
Weighted
average
exercise price
of outstanding
options and
warrants
 
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column (a))
 
 
(a)
 
(b)
 
(c)
Equity compensation plans approved by security holders (1)
 
7,040,684

 
$
1.76

 
5,639,063

Equity compensation plans not approved by security holders (2)
 
4,786,425

 
$
1.91

 
—

Total 
 
11,827,109

 
$
1.82

 
5,639,063

_____________________________
(1)
Includes shares underlying options granted or available for grant under the 2007 Omnibus Incentive Plan (the "Omnibus Plan") and one of its predecessors, the 1997 Incentive and Nonstatutory Stock Option Plan.
(2)
Includes (a) a grant of 1,750,000 options to Dilip Singh, a former chief executive officer, on his July 1, 2010 hire date, and (b) shares underlying options or awards granted under the following plans prior to the adoption of the 2007 Omnibus Plan:
•
1998 Nonstatutory Stock Option Plan;
•
2001 MRV Communications, Inc. Stock Option Plan for Employees of Appointech, Inc.;
•
MRV Communications, Inc. 2002 International Stock Option Plan;
•
MRV Communications, Inc. 2002 Nonstatutory Stock Option Plan for Employees of Luminent, Inc.; and
•
2003 Non-Director and Non-Executive Officer Consolidated Long-Term Stock Incentive Plan (the "Consolidated Plan").
In 2007, MRV's stockholders approved the Omnibus Plan to consolidate MRV's two outstanding equity compensation plans. The first plan was MRV's expiring 1997 Incentive and Nonstatutory Stock Option Plan, under which all employees, officers, directors and consultants were eligible to participate, and it was submitted to and approved by stockholders. The second plan was the Consolidated Plan, which consolidated all the other bulleted plans listed in footnote (2), and it was not submitted to or approved by stockholders as neither the NASDAQ qualification standards nor federal law or regulation required such approval at the time the Consolidated Plan was adopted.
Upon adoption of the Omnibus Plan, no further shares were available for future grants of options or warrants under the 1997 Incentive and Nonstatutory Stock Option Plan and the plans set forth in the bulleted paragraphs above in footnote (2), including shares that became and become available as a consequence of the cancellation or forfeiture of outstanding options granted under such plans, and all such available shares were rolled into, and become available for, future grants of options and other awards under the Omnibus Plan.

22

Performance Graph
The chart below compares the five-year cumulative total return, assuming the reinvestment of dividends, on MRV's Common Stock with that of the NASDAQ Composite Index, and the RDG SmallCap Technology Index. The graph assumes $100 was invested on December 31, 2006, in our Common Stock and the companies in each of the NASDAQ Composite Index, and the RDG SmallCap Technology Index. The stock price performance shown in the graph below should not be considered indicative of potential future stock price performance.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
Among MRV Communications, Inc., the NASDAQ Composite Index,
and The RDG SmallCap Technology Index
_____________________________________________
*
$100 invested on 12/31/06 in stock or index, including reinvestment of dividends. Fiscal year ending December 31.
Copyright © 2009 S&P, a division of The McGraw-Hill Companies Inc. All rights reserved.
 
 
Cumulative Total Return
 
 
2006
 
2007
 
2008
 
2009
 
2010
 
2011
MRV Communications, Inc. 
 
100.00

 
65.51

 
21.75

 
20.06

 
50.56

 
37.13

NASDAQ Composite
 
100.00

 
110.26

 
65.65

 
95.19

 
112.10

 
110.81

RDG SmallCap Technology
 
100.00

 
95.13

 
49.08

 
68.13

 
83.49

 
67.91




23

Item 6.    Selected Financial Data.
        The following data should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the Consolidated Financial Statements and Notes thereto, in Items 7 and 8, respectively, of this Form 10-K in order to fully understand factors that may affect the comparability of the financial data.
        The following selected balance sheet data as of December 31, 2011 and 2010 and selected statement of operations data for each of the three years in the period ended December 31, 2011, are derived from our audited financial statements included in Item 8 of this Form 10-K. The selected balance sheet data as of December 31, 2009, 2008 and 2007 and selected statement of operations data for the years ended December 31, 2008 and 2007 are derived from the selected financial data contained in Item 6 of MRV's 2010 Annual Report on Form 10-K, adjusted for discontinued operations.
On May 6, 2011, we sold all of the issued and outstanding capital stock of TurnKey, which was part of our Network Integration group. We have reclassified the historical financial results of TurnKey as discontinued operations in all periods presented. The historical results do not necessarily indicate results expected for any future period.

24

 
 
Year ended December 31,
(in thousands, except per share amounts)
 
2011
 
2010
 
2009
 
2008
 
2007
Statements of Operations Data:
 
 
 
 
 
 
 
 
 
 
Revenues
 
$
266,753

 
$
256,032

 
$
228,508

 
$
254,338

 
$
227,345

Cost of sales
 
159,161

 
145,312

 
132,760

 
149,911

 
143,089

Gross profit
 
107,592

 
110,720

 
95,748

 
104,427

 
84,256

Operating expenses:
 
 
 
 
 
 
 
 
 
 
Product development and engineering
 
24,318

 
21,788

 
22,732

 
22,882

 
21,371

Selling, general and administrative
 
72,855

 
74,592

 
77,599

 
87,608

 
73,851

Impairment of goodwill
 
7,095

 
—

 
—

 
6,372

 
—

Total operating expenses
 
104,268

 
96,380

 
100,331

 
116,862

 
95,222

Operating income (loss)
 
3,324

 
14,340

 
(4,583
)
 
(12,435
)
 
(10,966
)
Other income (expense), net
 
(2,157
)
 
(3,006
)
 
23,325

 
1,684

 
(5,120
)
Income (loss) from continuing operations before income taxes
 
1,167

 
11,334

 
18,742

 
(10,751
)
 
(16,086
)
Provision for income taxes
 
4,579

 
2,660

 
4,159

 
3,192

 
2,938

Income (loss) from continuing operations
 
(3,412
)
 
8,674

 
14,583

 
(13,943
)
 
(19,024
)
Income (loss) from discontinued operations, net
 
(3,414
)
 
42,106

 
(13,183
)
 
(109,162
)
 
(495
)
Net income (loss)
 
(6,826
)
 
50,780

 
1,400

 
(123,105
)
 
(19,519
)
Less:
 
 
 
 
 
 
 
 
 
 
Net income (loss) attributable to noncontrolling interests, continuing operations
 
—

 
2,089

 
1,757

 
40

 
(531
)
Net income attributable to noncontrolling interests, discontinued operations
 
—

 
—

 
47

 
59

 
106

Net income (loss) attributable to MRV
 
$
(6,826
)
 
$
48,691

 
$
(404
)
 
$
(123,204
)
 
$
(19,094
)
Net income (loss) from continuing operations attributable to MRV
 
$
(3,412
)
 
$
6,585

 
$
12,826

 
$
(13,983
)
 
$
(18,493
)
Net income (loss) from discontinued operations attributable to MRV
 
$
(3,414
)
 
$
42,106

 
$
(13,230
)
 
$
(109,221
)
 
$
(601
)
Net income (loss) attributable to MRV per share — basic:
 
 
 
 
 
 
 
 
 
 
From continuing operations
 
$
(0.02
)
 
$
0.04

 
$
0.08

 
$
(0.09
)
 
$
(0.13
)
From discontinued operations
 
$
(0.02
)
 
$
0.27

 
$
(0.08
)
 
$
(0.69
)
 
$
—

Net income (loss) attributable to MRV per share — basic (1)
 
$
(0.04
)
 
$
0.31

 
$
—

 
$
(0.78
)
 
$
(0.14
)
Net income (loss) attributable to MRV per share — diluted:
 
 
 
 
 
 
 
 
 
 
From continuing operations
 
$
(0.02
)
 
$
0.04

 
$
0.08

 
$
(0.09
)
 
$
(0.13
)
From discontinued operations
 
$
(0.02
)
 
$
0.27

 
$
(0.08
)
 
$
(0.69
)
 
$
—

Net income (loss) attributable to MRV per share — diluted (1)
 
$
(0.04
)
 
$
0.31

 
$
—

 
$
(0.78
)
 
$
(0.14
)
Basic weighted average shares
 
157,561

 
157,569

 
157,547

 
157,323

 
140,104

Diluted weighted average shares
 
157,561

 
158,423

 
157,665

 
157,323

 
140,104

 
 
 
 
 
 
 
 
 
 
 
Cash dividend declared per share
 
$
0.48

 
$
—

 
$
—

 
$
—

 
$
—

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

25

 
 
December 31,
(in thousands)
 
2011

2010

2009
 
2008
 
2007
Selected Balance Sheet Data:
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
83,716

 
$
141,001

 
$
40,455

 
$
56,027

 
$
64,487

Working capital
 
116,963

 
192,756

 
122,669

 
111,648

 
130,243

Total assets
 
230,689

 
326,866

 
400,819

 
392,886

 
499,400

Total long-term liabilities
 
6,676

 
9,393

 
7,322

 
9,272

 
7,616

Additional paid-in capital
 
1,337,935

 
1,410,234

 
1,405,015

 
1,403,663

 
1,399,630

Accumulated deficit
 
(1,207,178
)
 
(1,200,352
)
 
(1,249,043
)
 
(1,248,639
)
 
(1,125,435
)
Total stockholders' equity
 
142,214

 
221,101

 
177,070

 
171,811

 
294,716

_________________________________
(1)
Amounts may not add due to rounding.

Item 7.    Management's Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the Consolidated Financial Statements and Notes thereto included in Item 8 of this Form 10-K. In addition to historical information, the discussion in this Form 10-K contains certain forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated by these forward-looking statements. We assume no obligation to update any of the forward-looking statements after the date of this Form 10-K. The following discussion and analysis is organized as follows:
•
Overview
•
Critical Accounting Policies
•
Recently Issued Accounting Standards
•
Currency Rate Fluctuations
•
Results of Operations
•
Liquidity and Capital Resources
•
Off Balance Sheet Arrangements
Overview
We supply communications equipment and services to carriers, governments and enterprise customers worldwide. We conduct our business along two principal segments: (a) the Network Equipment group; and (b) the Network Integration group. We evaluate segment performance based on the revenues, gross profit and operating expenses of each segment. We do not evaluate segment performance on additional financial information. As such, there are no separately identifiable Statements of Operations data below operating income. Our Network Equipment group provides communications equipment that facilitates access, transport, aggregation and management of voice, data and video traffic in networks, data centers and laboratories used by telecommunications service providers, cable operators, enterprise customers and governments worldwide. Our Network Integration group operates primarily in Italy, France, and Scandinavia, servicing Tier One carriers, regional carriers, large enterprises, and government institutions. The Network Integration group provides network system design, integration and distribution services that include products manufactured by third-party vendors, as well as products developed and manufactured by OCS, a subsidiary in our Network Equipment group. We market and sell our products worldwide, through a variety of channels, which include a dedicated direct sales force, manufacturers' representatives, value-added-resellers, distributors and systems integrators.
On December 24, 2009, we entered into an agreement to divest our 90% ownership of EDSLan S.p.A., a communication equipment distribution company located in Milan, Italy. EDSLan was part of our Network Integration segment. We recognized a loss related to the write down of the assets of EDSLan to their net realizable value in 2009.
On October 26, 2010, the Company sold all of the issued and outstanding capital stock of its wholly-owned
subsidiaries Source Photonics, Inc. and Source Photonics Santa Clara, Inc. (together “Source Photonics"). We recognized a gain of $37.5 million in 2010 on the sale of Source Photonics.

26


On May 6, 2011, we sold all of the issued and outstanding capital stock of three wholly-owned operating subsidiaries, TurnKey Communications AG, TurnKey Services AG, and Elcoma AG (together “TurnKey").
On December 2, 2011, we announced that we entered into a stock purchase agreement with CES Holding SA, as Purchaser, represented for purpose of the agreement by Vinci Capital Switzerland SA, for the sale of CES Creative Electronic Systems SA (“CES”). The sale of CES was subject to stockholder approval, which was not obtained prior to year end, and accordingly, CES is reported as a continuing operation as of December 31, 2011. The stockholder approval was obtained on January 9, 2012.
We have reclassified the historical results of EDSLan, Source Photonics, and TurnKey as discontinued operations in this Form 10-K for all periods presented. Accordingly, the related assets and liabilities of TurnKey have been classified as assets and liabilities from discontinued operations in the December 31, 2010 Balance Sheet and the net income or loss of EDSLan, Source Photonics, and TurnKey prior to their dispositions has been classified as income or loss from discontinued operations. Cash flows from discontinued operations are presented combined with the cash flows from continuing operations in the accompanying Statement of Cash Flows. See Note 3 "Discontinued Operations" to the Financial Statements in Item 8 of this Form 10-K for further discussion.
Our business involves reliance on foreign-based offices. Several of our divisions, outside subcontractors and suppliers are located in foreign countries, including Argentina, Australia, Canada, Denmark, France, Germany, India, Israel, Italy, Mexico, the Netherlands, Norway, Russia, Singapore, South Africa, Sweden, Switzerland, Taiwan, Turkey, and the United Kingdom. For the years ended December 31, 2011, 2010 and 2009, foreign revenue constituted 73%, 78% and 78%, respectively, of our total revenue. The majority of our foreign sales are to customers located in the European region, with remaining foreign sales primarily to customers in the Asia Pacific region.
In 2009, our customers took a more cautious approach in their capital expenditures, resulting in order delays, slowing deployments and lengthening sales cycles. In 2010, our customers resumed investments in their networks to meet the growth in consumer and enterprise use of high-bandwidth communications services. This improvement contributed to 12% revenue growth in 2010. In 2011, we saw some contraction in some markets which led to more modest growth overall.
During 2011, we declared a special dividend to stockholders of $75 million. Our Board of Directors considered the Company's liquidity and capital needs prior to declaring the dividend, and determined the $75 million to be excess capital. We believe that after the dividend, the Company continued to have ample capital to meet our expected capital needs. At the end of 2011, we had $85.4 million in cash and cash equivalents, short term marketable securities and restricted time deposits and $9.0 million in short-term debt. On February 3, 2012, we announced that we engaged Oppenheimer & Co., Inc. to review strategic alternatives for the Company. This strategic review may result in a sale of the Company and/or any of its business units separately. The Company expects to reassess the potential return of capital to stockholders in the event of such a divestiture.

Critical Accounting Policies
Our discussion and analysis of the Company's financial condition and results of operations are based upon the financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP"). We follow accounting standards set by the Financial Accounting Standards Board ("FASB") to ensure we consistently report our financial condition, results of operations, and cash flows in conformity with GAAP. References to GAAP issued by the FASB in this Form 10-K is to the FASB Accounting Standards of Codification ("ASC").
The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We believe that the estimates, assumptions and judgments involved in the accounting policies described below have the greatest potential impact on our financial statements, so we consider these to be our critical accounting policies. Because of the uncertainty inherent in these matters, actual results could differ from the estimates we use in applying the critical accounting policies. Certain of these critical accounting policies affect working capital account balances, including the policies for revenue recognition, allowance for doubtful accounts, inventory reserves and income taxes. These policies require that we make estimates in the preparation of our financial statements as of a given date.
Within the context of these critical accounting policies, we are not currently aware of any reasonably likely events or circumstances that would result in materially different amounts being reported.

27

Revenue Recognition
Our major revenue-generating products consist of switches and routers, console management, physical layer products, and fiber optic components. We generally recognize product revenue, net of sales discounts, returns and allowances, in accordance with ASC 605 Revenue Recognition, when persuasive evidence of an arrangement exists, delivery has occurred and all significant contractual obligations have been satisfied, the fee is fixed or determinable and collection is considered reasonably assured. Products are generally shipped "FOB shipping point," with no right of return and revenue is recognized upon shipment. If revenue is to be recognized upon delivery, such delivery date is tracked through information provided by the third party shipping company we use to deliver the product to the customer. Our Network Integration business units resell third party products. We recognize revenue on these sales on a gross basis, as a principal, because we are the primary obligor in the arrangement, we are exposed to inventory and credit risk, we negotiate the selling prices, and we sell the products as part of a solution in which we provide services. Sales of services and system support are deferred and recognized ratably over the contract period in accordance with ASC 605-20 Services. Sales to end customers with contingencies, such as rights of return, rotation rights, conditional acceptance provisions and price protection, are infrequent and insignificant and are deferred until the contingencies have been satisfied or the contingent period has lapsed. For sales to distributors, we generally recognize revenue when product is sold to the distributor rather than when the product is sold by the distributor to the end user. In certain circumstances, distributors have limited rights of return, including stock rotation rights, and/or are entitled to price protection, where a rebate credit may be provided to the customer if we lower our price on products held in the distributor's inventory. We estimate and establish allowances for expected future product returns and credits in accordance with ASC 605. We record a reduction in revenue for estimated future product returns and future credits to be issued to the customer in the period in which revenues are recognized, and for future credits to be issued in relation to price protection at the time we make changes to our distributor price book. We monitor product returns and potential price adjustments on an ongoing basis and estimate future returns and credits based on historical sales returns, analysis of credit memo data, and other factors known at the time of revenue recognition.
We generally warrant our products against defects in materials and workmanship for one to two year periods. The estimated cost of warranty obligations and sales returns and other allowances are recognized at the time of revenue recognition based on contract terms and prior claims experience.
Accounting for Multiple-Element Arrangements entered into prior to January 1, 2011. Arrangements with customers may include multiple deliverables involving combinations of equipment, services and software. In accordance with ASC 605-25 Multiple-Element Arrangements, the entire fee from the arrangement is allocated to each respective element based on its relative fair value and recognized when revenue recognition criteria for each element is met. Fair value for each element is established based on the sales price charged when the same element is sold separately. If multiple element arrangements include software or software-related elements, we apply the provisions of ASC 985 Software to the software and software-related elements, or to the entire arrangement if the software is essential to the functionality of the non-software elements.
Accounting for Multiple-Element Arrangements entered into or materially altered after January 1, 2011. In October 2009, the FASB amended ASC 605-25 and ASC 985 and we adopted the amendments prospectively effective January 1, 2011. In accordance with the amendments, we allocate arrangement consideration at the inception of the arrangement to all deliverables using the relative selling price method. The selling price we use for each deliverable is based on (a) vendor-specific objective evidence if available; (b) third-party evidence if vendor-specific objective evidence is not available; or (c) estimated selling price if neither vendor-specific objective evidence nor third-party evidence is available. We allocate discounts in the arrangement proportionally on the basis of the selling price of each deliverable. In accordance with the amendments, we no longer apply the software revenue guidance in ASC Subtopic 985-605 to tangible products containing software components and non-software components that function together to deliver the tangible product's essential functionality.
Allowance for Doubtful Accounts
We make ongoing estimates relating to the collectability of our accounts receivable and maintain a reserve for estimated losses resulting from the inability of customers to meet their financial obligations to us. In determining the amount of the reserve, we consider our historical level of credit losses and make judgments about the creditworthiness of significant customers based on ongoing credit evaluations. Because we cannot precisely predict future changes in the financial stability of our customers, actual future losses from uncollectible accounts may differ from our estimates. If the financial condition of our customers deteriorate, resulting in their inability to make payments, a larger reserve may be required. In the event we determine that a change in the allowance is appropriate, we would record a credit or a charge to selling, general and administrative expense in the period in which we make such a determination.

28

Inventory Reserves
We make ongoing estimates relating to the market value of inventories, based upon our assumptions about future demand and market conditions. If we estimate that the net realizable value of our inventory is less than the cost of the inventory recorded on our books, we record an adjustment to the cost basis equal to the difference between the cost of the inventory and the estimated net realizable market value. This adjustment is recorded as a charge to cost of goods sold, and includes estimates for excess quantities and obsolete inventory. If changes in market conditions result in reductions in the estimated market value of our inventory below previous estimates, we would make further adjustments in the period in which we make such a determination and record a charge to cost of goods sold. At the time of recording the reserve, a new, lower cost basis for that inventory is established, and subsequent changes in facts and circumstances do not result in the restoration of, or increase in, that newly established cost basis. The inventory reserve is not reduced until the underlying inventory is sold or otherwise disposed.
Goodwill and Other Intangibles
Goodwill represents the excess purchase price over amounts assigned to tangible or identifiable intangible assets acquired and liabilities assumed from our acquisitions. In accordance with ASC 350 Intangibles—Goodwill and Other, we do not amortize goodwill and intangible assets with indefinite lives, but instead measure these assets for impairment at least annually. We also test goodwill for impairment between annual tests if an event occurs or circumstances change that could potentially reduce the fair value of the reporting unit below its carrying value.
Our annual assessment considers economic conditions and trends, estimated future operating results, and anticipated future economic conditions. We determine the fair value of each reporting unit using a discounted cash flow based valuation methodology. To validate reasonableness of the valuation, we reconcile the sum of the fair values across all reporting units to the Company's market capitalization as of the valuation date. The first step is to compare the fair value of the reporting unit with the unit's carrying amount, including goodwill. If this test indicates that the fair value is less than the carrying value, then step two is required to compare the implied fair value of the reporting unit's goodwill with the carrying amount of the reporting unit's goodwill. A non-cash goodwill impairment charge would have the effect of decreasing our earnings or increasing our losses in such period. See Note 4 "Goodwill and Other Intangibles" to the Financial Statements in Item 8 of this Form 10-K for further discussion.
Share-Based Compensation
We determine the fair value of stock options and warrants using the Black-Scholes valuation model as permitted under ASC 718 Compensation — Stock Compensation. The assumptions used in calculating the fair value of share-based payment awards represent our best estimates. Our estimates may be impacted by certain variables including stock price volatility, employee stock option exercise behaviors, additional stock option grants, estimates of forfeitures, and the related income tax impact. See Note 13 "Share-Based Compensation" to the Financial Statements in Item 8 of this Form 10-K for further discussion.
Income Taxes
As part of the process of preparing our financial statements, we estimate the income taxes in each of the jurisdictions in which we operate. This process involves estimating the current income tax exposure together with assessing temporary differences resulting from differing treatment of items, such as deferred revenue, for income tax and accounting purposes. These differences result in deferred income tax assets and liabilities, which are included in our Balance Sheets. We assess the likelihood that our deferred income tax assets will be recovered from future taxable income and, to the extent we believe that recovery is not likely, we establish a valuation allowance. To the extent we establish a valuation allowance or increase this allowance in a period, we include an expense within the income tax provision in the Statements of Operations.
We utilize significant management judgment to determine the provision for income taxes, deferred income tax assets and liabilities, including uncertain tax positions, and any valuation allowance recorded against net deferred income tax assets. Management periodically evaluates the deferred income tax assets as to whether it is likely that the deferred income tax assets will be realized. We write down the deferred income tax asset at the time we determine the asset is not likely to be realized.
Recently Issued Accounting Standards
For a discussion of recently issued accounting standards relevant to our financial performance, see Note 2 to the Financial Statements included in Item 8 of this Form 10-K.

29

Currency Rate Fluctuations
Changes in the relative values of non-U.S. currencies to the U.S. dollar affect our results. We conduct a significant portion of our business in foreign currencies, including the euro, the Swiss franc, the Swedish krona and the Israeli new shekel. For the year ended December 31, 2011, approximately 65% of revenues and 44% of operating expenses were incurred at subsidiaries with a functional currency other than the U.S. dollar. In general, these currencies were stronger against the U.S. dollar for the year ended December 31, 2011, compared to the year ended December 31, 2010, so revenues and expenses in these countries translated into more dollars than they would have in the prior period. Additional discussion of foreign currency risk and other market risks is included in Item 7A "Quantitative and Qualitative Disclosures About Market Risk" of this Form 10-K.


30

Results of Operations
The following table sets forth, for the periods indicated, certain consolidated and segment Statements of Operations data as a percentage of revenue (dollars in thousands):
Management Discussion Snapshot
Years ended December 31:
 
2011
 
2010
 
2009
 
 
$
 
% (1)
 
$
 
% (1)
 
$
 
% (1)
Revenue (2)
 
$
266,753

 
100
%
 
$
256,032

 
100
%
 
$
228,508

 
100
 %
Network Equipment group
 
130,809

 
49

 
125,950

 
49

 
105,977

 
46

Network Integration group
 
151,478

 
57

 
143,345

 
56

 
129,397

 
57

All others
 
—

 
—

 
—

 
—

 
310

 
—

Gross profit (3)
 
107,592

 
40

 
110,720

 
43

 
95,748

 
42

Network Equipment group
 
69,546

 
53

 
71,884

 
57

 
57,097

 
54

Network Integration group
 
38,454

 
25

 
39,035

 
27

 
38,400

 
30

All others
 
—

 
—

 
—

 
—

 
190

 
61

Operating expenses (4)
 
104,268

 
39

 
96,380

 
38

 
100,331

 
44

Network Equipment group
 
59,736

 
46

 
59,680

 
47

 
58,564

 
55

Network Integration group
 
30,649

 
20

 
25,121

 
18

 
25,406

 
20

All others
 
—

 
—

 
—

 
—

 
1,643

 
530

Operating income (loss) (3) (4)
 
3,324

 
1

 
14,340

 
6

 
(4,583
)
 
(2
)
Network Equipment group
 
9,810

 
7

 
12,204

 
10

 
(1,467
)
 
(1
)
Network Integration group
 
7,805

 
5

 
13,914

 
10

 
12,994

 
10

All others
 
—

 
—

 
—

 
—

 
(1,453
)
 
(469
)
___________________________________
(1)
Consolidated Statements of Operations data express percentages as a percentage of consolidated revenue. Statements of Operations data by segment express percentages as a percentage of applicable segment revenue.
(2)
Revenue information by segment includes intersegment revenue reflecting sales of network equipment to the Network Integration group.
(3)
Consolidated gross profit data reflects adjustments for intersegment eliminations.
(4)
Consolidated operating expenses include corporate unallocated operating expenses.




31

Year Ended December 31, 2011 Compared to Year Ended December 31, 2010
Revenue
The following table sets forth, for the periods indicated, revenue by segment, including intersegment sales (dollars in thousands):
Years ended December 31:
 
2011
 
2010
 
$ Change
 
% Change
 
% Change
constant
currency (2)
Network Equipment group
 
$
130,809

 
$
125,950

 
$
4,859

 
4
%
 
—
 %
Network Integration group
 
151,478

 
143,345

 
8,133

 
6

 
—

Subtotal before intersegment eliminations
 
282,287

 
269,295

 
12,992

 
5

 
—

Adjustments (1)
 
(15,534
)
 
(13,263
)
 
(2,271
)
 
17

 
17

Total
 
$
266,753

 
$
256,032

 
$
10,721

 
4
%
 
(1
)%
_______________________________
(1)
Adjustments represent the elimination of intersegment revenue in order to reconcile to consolidated revenue.
(2)
Percentage information in constant currencies in the table above and in the text below excludes the effect of foreign currency translation on reported results. Constant currency results were calculated by translating the current year results at prior year average exchange rates.
Revenue for 2011 increased $10.7 million, or 4%, due primarily to an $8.1 million, or 6%, increase in our Network Integration group, and a $4.9 million, or 4%, increase in our Network Equipment group, partially offset by a $2.3 million, or 17%, increase in intersegment revenue from the Network Equipment group to the Network Integration group, which are eliminated in consolidation. Revenue would have been $13.8 million lower in 2011 had foreign currency exchange rates remained the same as they were in 2010, primarily in the Network Integration group.
Network Equipment Group.   Revenue generated from the Network Equipment group, including intersegment revenue, increased $4.9 million, or 4%, in 2011. Revenue at our OCS business unit was flat compared to last year. Increased sales of OCS's OptiSwitch product line and increased service levels were offset by decreased sales in other product lines, including two unprofitable product lines discontinued in 2010 and 2011. An increase in domestic sales was offset by a decline in the other geographic regions. CES, our Swiss aerospace and defense unit, grew revenue by 18% to $34.6 million, predominately due to completion of a long-term contract where revenue had previously been deferred and to favorable foreign currency translation impact. Revenue would have been $5.3 million lower in 2011 had foreign currency exchange rates remained the same as they were in 2010.
The following table summarizes Network Equipment revenue by geographical region (dollars in thousands):
Years ended December 31:
 
2011
 
2010
 
$ Change
 
% Change
Revenue, excluding intersegment sales:
 
 
 
 
 
 
 
 
United States
 
$
71,217

 
$
56,063

 
$
15,154

 
27
 %
Americas, excluding the United States 
 
6,357

 
8,916

 
(2,559
)
 
(29
)
Europe
 
32,118

 
37,747

 
(5,629
)
 
(15
)
Asia Pacific
 
5,555

 
9,879

 
(4,324
)
 
(44
)
Other regions
 
28

 
82

 
(54
)
 
(66
)
Total external sales
 
115,275

 
112,687

 
2,588

 
2

Sales to Network Integration group:
 
 
 
 
 
 
 
 
Europe
 
15,534

 
13,263

 
2,271

 
17

Total intersegment sales
 
15,534

 
13,263

 
2,271

 
17

Total Network Equipment revenue
 
$
130,809

 
$
125,950

 
$
4,859

 
4
 %

Network Integration Group.    Revenue generated from the Network Integration group increased $8.1 million, or 6%, in 2011. The revenue growth was led by a $7.1 million increase at Alcadon, due to a 12% growth in local currency,

32

driven primarily by sales of OCS's OptiSwitch product, and a $3.6 million favorable foreign currency impact. Interdata also grew revenue by $4.8 million, which represented 9% growth in local currency due in part to the recognition in the second quarter of previously deferred revenue from a major project begun in 2010, and to a $1.7 million favorable foreign currency impact. The growth at Alcadon and Interdata was partially offset by a $3.8 million decrease at Tecnonet, representing a 9% decrease in local currency, partially offset by a $3.5 million favorable foreign currency impact. Tecnonet derives most of its revenue from the major Italian telecommunications companies and its decrease in revenue reflects a weaker Italian telecom market in 2011. All revenue in the Network Integration group was generated in Europe. Revenue would have been $8.5 million lower in 2011 had foreign currency exchange rates remained the same as they were in 2010.
Gross Profit
The following table sets forth, for the periods indicated, certain gross profit data from our Statements of Operations (dollars in thousands):
Years ended December 31:
 
2011
 
2010
 
$
Change
 
%
Change
 
% Change
constant
currency (2)
Network Equipment group
 
$
69,546

 
$
71,884

 
$
(2,338
)
 
(3
)%
 
(8
)%
Network Integration group
 
38,454

 
39,035

 
(581
)
 
(1
)
 
(8
)
 
 
108,000

 
110,919

 
(2,919
)
 
(3
)
 
(8
)
Intersegment adjustments (1)
 
(408
)
 
(199
)
 
(209
)
 
105

 
105

Total
 
$
107,592

 
$
110,720

 
$
(3,128
)
 
(3
)%
 
(8
)%
_________________________________
(1)
Adjustments represent the elimination of intersegment profit in inventory in order to reconcile to consolidated gross profit.
(2)
Percentage information in constant currencies in the table above and in the text below excludes the effect of foreign currency translation on reported results. Constant currency results were calculated by translating the current year results at prior year average exchange rates.
    
Gross profit decreased $3.1 million, or 3%, despite a $5.7 million favorable foreign currency impact. The decrease was due to a decrease in gross margin from 43.3% to 40.4%, partially offset by the 4% increase in revenue. The decrease in average gross margins was due to a decrease in gross margins in both the Network Equipment group and the Network Integration group combined with a decrease in the proportion of revenue contributed by the Network Equipment group, which has higher margins than the Network Integration group. The impact of these factors was partially offset by the increase in intersegment sales. Gross profit would have been $5.7 million lower in 2011 had foreign currency exchange rates remained the same as they were in 2010. Gross profit reflects share-based compensation in cost of sales of $76,000 and $49,000 in 2011 and 2010, respectively.
Network Equipment Group.    The $2.3 million, or 3%, decrease in gross profit for the Network Equipment group was due to a decrease in average gross margin from 57% to 53%, partially offset by a 4% increase in revenue. The decline in average gross margin is due to depressed margins at both OCS and CES. OCS margins declined due primarily to increased inventory reserves, and $0.6 million in one-time charges related to the exit of its free-space optics product line during the second quarter. CES margins declined significantly due to the impact of foreign currency fluctuations and to a long-term contract completed during the year with very little margin due to project overruns. Gross profit would have been $3.2 million lower in 2011 had foreign currency exchange rates remained the same as they were in 2010. Gross profit reflects share-based compensation in cost of sales of $67,000 and $48,000 in 2011 and 2010, respectively.
Network Integration Group.    Gross profit for the Network Integration group decreased $0.6 million, or 1%. The decrease was due to a decline in average gross margins from 27% to 25%, partially offset by the 6% increase in revenue. The declines in gross margin came from Interdata and Tecnonet, which both had increased costs of services which reduced service margins. Product gross margins were relatively stable for the year. Gross profit would have been $2.5 million lower in 2011 had foreign currency exchange rates remained the same as they were in 2010. The Network Integration group did not have share-based compensation in cost of sales in either year.

33

Operating Expenses
The following table sets forth, for the periods indicated, certain operating expenses data from our Statements of Operations (dollars in thousands):
Years ended December 31:
 
2011
 
2010
 
$
Change
 
%
Change
 
% Change
constant
currency (1)
Network Equipment group
 
$
59,736

 
$
59,680

 
$
56

 
—
%
 
(4
)%
Network Integration group
 
30,649

 
25,121

 
5,528

 
22

 
16

 
 
90,385

 
84,801

 
5,584

 
7

 
2

Corporate unallocated operating expenses
 
13,883

 
11,579

 
2,304

 
20

 
20

Total
 
$
104,268

 
$
96,380

 
$
7,888

 
8
%
 
4
 %
_______________________________
(1)
Percentage information in constant currencies in the table above and in the text below excludes the effect of foreign currency translation on reported results. Constant currency results were calculated by translating the current year results at prior year average exchange rates.
    
Consolidated operating expenses in 2011 were $104.3 million, or 39% of revenue, including a $7.1 million goodwill impairment charge in the fourth quarter related to Alcadon. Excluding this charge, consolidated operating expenses were $97.2 million, or 36% of revenue, in 2011 compared to $96.4 million, or 38% of revenue, in 2010. The $0.8 million increase represented a $3.8 million increase from foreign currency translation impacts mostly offset by expense decreases in local currency. The expense increase, excluding the goodwill impairment charge, came predominately in corporate unallocated operating expenses. The $2.3 million increase in corporate operating expenses in 2011 included $1.0 million of legal fees related to board activities, $0.8 million in compensation expense related to the cash payment to holders of stock options and restricted stock to compensate them for the loss in value of their equity grants resulting from the $75 million special dividend paid in November 2011, $0.4 million in higher board of director compensation, and $0.3 million in fees paid to advisors for their assistance in our strategic alternatives review. The increases were partially offset by a decrease in CEO severance from $0.9 million in 2010 to $0.5 million in 2011. The $2.3 million increase in corporate operating expenses was partially offset by a $5.5 million decrease in the Network Integration group. Operating expenses included share-based compensation of $2.4 million and $1.7 million in 2011 and 2010, respectively.
Network Equipment Group.    Operating expenses in the Network Equipment group for 2011 were $59.7 million, or 46% of revenue, compared to $59.7 million, or 47% of revenue in 2010. The $0.1 million increase was due to a $1.8 million increase at CES, nearly offset by a $1.7 million, or 4%, decrease at OCS. The increase at CES was due to the strengthening of the Swiss franc against the dollar, increased product development and engineering spending, and a reversal of a bonus accrual for certain terminated employees during the second quarter of 2010. Operating expenses at OCS included $0.3 million of costs related to the exit of the free-space optics product line during the second quarter of 2011. Operating expenses would have been $2.3 million lower in 2011 had foreign currency exchange rates remained the same as they were in 2010. Product development and engineering expenses included share-based compensation of $0.1 million and $0.1 million in 2011 and 2010, respectively. Selling, general and administrative expenses included share-based compensation of $0.4 million and $0.3 million in 2011 and 2010, respectively.
Network Integration Group.    Operating expenses in the Network Integration group for 2011 were $30.6 million, or 20% of revenue, including a $7.1 million goodwill impairment charge related to Alcadon. Excluding this charge, Network Integration group operating expenses were $23.6 million, or 16% of revenue, compared to $25.1 million, or 18% of revenue in 2010. The decrease in operating expenses as a percent of revenue, after adjusting for the goodwill impairment, came from general and administrative cost reduction efforts at all three business units. Operating expenses would have been $1.5 million lower in 2011 had foreign currency exchange rates remained the same as they were in 2010. The Network Integration group did not have significant share-based compensation in product development and engineering costs in either year. Selling, general and administrative expenses included share-based compensation of $65,000 and $17,000 in 2011 and 2010, respectively.

34

Operating Income (Loss)
The following table sets forth, for the periods indicated, certain operating income (loss) data from our Statements of Operations (dollars in thousands):
Years ended December 31:
 
2011
 
2010
 
$
Change
 
%
Change
 
% Change
constant
currency (2)
Network Equipment group
 
$
9,810

 
$
12,204

 
$
(2,394
)
 
(20
)%
 
(26
)%
Network Integration group
 
7,805

 
13,914

 
(6,109
)
 
(44
)
 
(51
)
 
 
17,615

 
26,118

 
(8,503
)
 
(33
)
 
(40
)
Corporate unallocated and intersegment adjustments (1)
 
(14,291
)
 
(11,778
)
 
(2,513
)
 
21

 
21

Total
 
$
3,324

 
$
14,340

 
$
(11,016
)
 
(77
)%
 
(90
)%
__________________________________
(1)
Adjustments represent the elimination of intersegment profit in inventory in order to reconcile to consolidated operating income.
(2)
Percentage information in constant currencies in the table above and in the text below excludes the effect of foreign currency translation on reported results. Constant currency results were calculated by translating the current year results at prior year average exchange rates.
The $3.1 million decrease in gross profit, and the $7.9 million increase in operating expenses, including the $7.1 million goodwill impairment charge related to Alcadon, led to an $11.0 million decrease in operating income representing a decline in operating margin, excluding the goodwill impairment charge, from 6% to 4%. Our operating income would have been $1.9 million lower in 2011 had foreign currency exchange rates remained the same as they were in 2010. Operating income included share-based compensation expense of $2.5 million and $1.7 million in 2011 and 2010, respectively.
Network Equipment Group.    The Network Equipment group reported operating income of $9.8 million for 2011, compared to $12.2 million for 2010. The $2.4 million decrease in operating income was primarily due to the $2.3 million decrease in gross profit. Operating income in 2011 reflected $0.9 million in one-time charges related to the exit of OCS's free-space optics product line in the second quarter. Operating margin was 7% in 2011 and 10% in 2010. Operating income would have been $1.0 million lower in 2010 had foreign currency exchange rates remained the same as they were in 2010.
Network Integration Group.    The Network Integration group reported operating income of $7.8 million for 2011, compared to operating income of $13.9 million for 2010. The $6.1 million decrease was due to the $7.1 million goodwill impairment charge related to Alcadon, and a $0.6 million decrease in gross profit, partially offset by a $1.6 million decrease in other operating expenses. Operating margins for the Network Integration group were 5% in 2011 and 10% in 2010. Operating income would have been $0.9 million lower in 2011 had foreign currency exchange rates remained the same as they were in 2010.
Interest Expense and Other Income, Net
Interest expense was $0.9 million in 2011 compared to $1.0 million in 2010 reflecting a reduction in our average interest rate. Other income, net, principally includes interest income on cash, cash equivalents and investments and gains (losses) on foreign currency transactions. We recognized a net loss of $1.6 million on foreign currency transactions in 2011 compared to a $2.7 million loss in 2010. In 2010, we recognized an additional gain of $0.5 million as we agreed to settlements with additional former Fiberxon stockholders. Interest income was $0.3 million in each of 2011, and 2010.
Provision for Income Taxes
The provision for income taxes was $4.6 million in 2011 and $2.7 million in 2010. Income tax expense fluctuates based on the amount of pre-tax income generated in the various jurisdictions where we conduct operations and pay income tax. The increase in provision for income taxes during 2011 is primarily due to a $3.9 million release of valuation allowances against deferred tax assets related to net operating loss carryforwards of OCS in certain foreign jurisdictions in 2010 and higher taxes at Alcadon and Interdata due to higher pre-tax income, partially offset by lower taxes at Tecnonet due to lower pre-tax income. The effective tax rate varies from the statutory rate due to losses in jurisdictions

35

where we maintain a valuation allowance against our deferred tax assets and permanent differences between book income and taxable income, differences in tax rate between the United States and the various jurisdictions where we conduct operations and pay income tax, and state and local income taxes. The effective tax rate for 2011 is relatively high, due to the significant amount of taxable income in foreign jurisdictions in comparison to the consolidated pre-tax book income.
Tax Loss Carry Forwards
As of December 31, 2011, we had NOLs of $227.4 million, $161.8 million, and $89.9 million for federal, state, and foreign income tax purposes, respectively. Under the Internal Revenue Code, if a corporation undergoes an "ownership change," the corporation's ability to use its pre-change NOLs, capital loss carry forwards and other pre-change tax attributes to offset its post-change income may be limited. An ownership change is generally defined as a greater than 50% change in its equity ownership by value over a three-year period. We may experience an ownership change in the future as a result of subsequent shifts in our stock ownership. If we were to trigger an ownership change in the future, our ability to use any NOLs and capital loss carry forwards existing at that time could be limited. As of December 31, 2011, the U.S. federal and state NOLs had a full valuation allowance.
Discontinued Operations
Income from discontinued operations includes the results of operations of Source Photonics and TurnKey. We completed the sale of Source Photonics on October 26, 2010. The income from discontinued operations for 2011 includes a loss on the sale of TurnKey of $3.2 million and a $0.2 million of loss from the operations of TurnKey. The income from discontinued operations for 2010 includes a $37.5 million gain on the sale of Source Photonics, $6.3 million of income from Source Photonics through October 26, 2010, and a $1.7 million loss from TurnKey including a $1.2 million goodwill impairment charge. For further discussion of discontinued operations, see Note 3 to the Financial Statements included in Item 8 of this Form 10-K.

Year Ended December 31, 2010 Compared to Year Ended December 31, 2009
Revenue
The following table sets forth, for the periods indicated, revenue by segment, including intersegment sales (dollars in thousands):
Years ended December 31:
 
2010
 
2009
 
$ Change
 
% Change
 
% Change
constant
currency (2)
Network Equipment group
 
$
125,950

 
$
105,977

 
$
19,973

 
19
 %
 
18
%
Network Integration group
 
143,345

 
129,397

 
13,948

 
11

 
15

All others
 
—

 
310

 
(310
)
 
(100
)
 
(100
)
 
 
269,295

 
235,684

 
33,611

 
14

 
16

Adjustments (1)
 
(13,263
)
 
(7,176
)
 
(6,087
)
 
85

 
85

Total
 
$
256,032

 
$
228,508

 
$
27,524

 
12
 %
 
14
%
_______________________________
(1)
Adjustments represent the elimination of intersegment revenue in order to reconcile to consolidated revenue.
(2)
Percentage information in constant currencies in the table above and in the text below excludes the effect of foreign currency translation on reported results. Constant currency results were calculated by translating the current year results at prior year average exchange rates.
Revenue for 2010 increased $27.5 million, or 12%, due primarily to a $20.0 million, or 19%, increase in the Network Equipment group, and a $13.9 million, or 11%, increase in the Network Integration group, partially offset by a $6.1 million, or 85%, increase in intersegment revenue from the Network Equipment group to the Network Integration group, which are eliminated in consolidation. Revenue would have been $3.7 million higher in 2010 had foreign currency exchange rates remained the same as they were in 2009, primarily in the Network Integration group.
Network Equipment Group.    Revenue, including intersegment revenue, generated from the Network Equipment group increased $20.0 million, or 19%, in 2010, with year-over-year growth each quarter. Our OCS division had 19% growth led by the Americas region. The growth was led by sales of our Media Cross Connect and OptiSwitch product

36

lines, which grew by 109% and 93%, respectively. Media Cross Connect sales benefited from the introduction of our new High Speed Media Cross Connect chasis with a 10.7 Gbps backplane. The growth in OptiSwitch was driven by the substantial increase in mobile backhaul investments during 2010 as well as by the growth of Carrier Ethernet in the mobile backhaul market. CES, our Swiss aerospace and defense unit, grew revenue by 18%. Revenue would have been $1.3 million lower in 2010 had foreign currency exchange rates remained the same as they were in 2009.
The following table summarizes Network Equipment group revenue by geographical region (dollars in thousands):
Years ended December 31:
 
2010
 
2009
 
$ Change
 
% Change
Revenue, excluding intersegment sales:
 
 
 
 
 
 
 
 
United States
 
$
56,063

 
$
47,010

 
$
9,053

 
19
 %
Americas, excluding the United States 
 
8,916

 
4,203

 
4,713

 
112

Europe
 
37,747

 
39,882

 
(2,135
)
 
(5
)
Asia Pacific
 
9,879

 
7,682

 
2,197

 
29

Other regions
 
82

 
294

 
(212
)
 
(72
)
Total external revenue
 
112,687

 
99,071

 
13,616

 
14

Sales to Network Integration group:
 
 
 
 
 
 
 
 
Europe
 
13,263

 
6,906

 
6,357

 
92

Total intersegment sales
 
13,263

 
6,906

 
6,357

 
92

Total Network Equipment revenue
 
$
125,950

 
$
105,977

 
$
19,973

 
19
 %
Network Integration Group.    Revenue generated from the Network Integration group increased $13.9 million, or 11% in 2010. Revenue growth was driven by a $7.9 million increase at Alcadon, primarily due to strong sales of OptiSwitch, a $3.8 million increase at Tecnonet, and a $2.3 million increase at Interdata. All revenue in the Network Integration group was generated in Europe. Revenue would have been $5.0 million higher in 2010 had foreign currency exchange rates remained the same as they were in 2009.
Gross Profit
The following table sets forth, for the periods indicated, certain gross profit data from our Statements of Operations (dollars in thousands):
Years ended December 31:
 
2010
 
2009
 
$
Change
 
%
Change
 
% Change
constant
currency (2)
Network Equipment group
 
$
71,884

 
$
57,097

 
$
14,787

 
26
 %
 
24
%
Network Integration group
 
39,035

 
38,400

 
635

 
2

 
4

All others
 
—

 
190

 
(190
)
 
(100
)
 
(100
)
 
 
110,919

 
95,687

 
15,232

 
16

 
16

Corporate unallocated and intersegment adjustments (1)
 
(199
)
 
61

 
(260
)
 
(426
)
 
(426
)
Total
 
$
110,720

 
$
95,748

 
$
14,972

 
16
 %
 
16
%
_________________________________
(1)
Adjustments represent the elimination of intersegment profit in inventory in order to reconcile to consolidated gross profit.
(2)
Percentage information in constant currencies in the table above and in the text below excludes the effect of foreign currency translation on reported results. Constant currency results were calculated by translating the current year results at prior year average exchange rates.
Gross profit increased $15.0 million due to the $27.5 million increase in revenue combined with the increase in average gross margin from 42% to 43%. The improvement in average gross margins was due to an improvement in gross margins in the Network Equipment group combined with the increase in the proportion of revenue contributed by the Network Equipment group, and the increase in intersegment sales, partially offset by a decrease in gross margins in the Network Integration group. Foreign currency exchange rates did not have a material impact on the consolidated gross profit as the impact in the Network Equipment group was offset by the impact in the Network Integration group.

37

Gross profit reflects share-based compensation in cost of sales of $47,000 and $0.1 million in 2010 and 2009, respectively.
Network Equipment Group.    The $14.8 million, or 26% increase, in gross profit for the Network Equipment group was due to a 19% increase in revenue combined with an improvement in average gross margin from 54% to 57%. The improvement in average gross margin is due to improved margins at both OCS and CES. OCS margins improved due to a favorable change in product mix as well as an increase in the proportion of revenue from the Americas region. CES margins improved due to an increase in service revenue and a decrease in inventory reserve charges. Gross profit would have been $0.8 million lower in 2010 had foreign currency exchange rates remained the same as they were in 2009. Gross profit reflects share-based compensation in cost of sales of $47,000 and $0.1 million in 2010 and 2009, respectively.
Network Integration Group.    Gross profit for the Network Integration group increased $0.6 million. The increase was driven by an 11% increase in revenue, partially offset by a decline in average gross margins from 30% to 27% and unfavorable changes in the exchange rate. We experienced a slight decline in gross margins from services at several business units where we increased service related headcount as part of our effort to increase the services we offer to our customers. We also experienced some declines in product gross margins at Alcadon where certain large volume, lower margin projects helped lead to the $7.9 million increase in revenue. Gross profit would have been $0.9 million higher in 2010 had foreign currency exchange rates remained the same as they were in 2009. The Network Integration group did not have share-based compensation in cost of sales in either year.
Operating Expenses
The following table sets forth, for the periods indicated, certain operating expenses data from our Statements of Operations (dollars in thousands):
Years ended December 31:
 
2010

2009
 
$
Change
 
%
Change
 
% Change
constant
currency (1)
Network Equipment group
 
$
59,680

 
$
58,564

 
$
1,116

 
2
 %
 
—
 %
Network Integration group
 
25,121

 
25,406

 
(285
)
 
(1
)
 
1

All others
 
—

 
1,643

 
(1,643
)
 
(100
)
 
(100
)
 
 
84,801

 
85,613

 
(812
)
 
(1
)
 
(2
)
Corporate unallocated operating expenses
 
11,579

 
14,718

 
(3,139
)
 
(21
)
 
(21
)
Total
 
$
96,380

 
$
100,331

 
$
(3,951
)
 
(4
)%
 
(5
)%
_______________________________
(1)
Percentage information in constant currencies in the table above and in the text below excludes the effect of foreign currency translation on reported results. Constant currency results were calculated by translating the current year results at prior year average exchange rates.
Operating expenses were $96.4 million, or 38% of revenue, in 2010 compared to $100.3 million, or 44% of revenue, in 2009. Operating expenses in 2010 were $4.0 million lower than they were in 2009. This decrease occurred primarily in corporate unallocated operating expenses which declined by $3.1 million due to general cost cutting efforts as well as $2.1 million of expenses related to the proxy contest in 2009, partially offset by $0.9 million of expense in 2010 related to the separation of a former chief executive officer and relatively higher compensation costs of another former chief executive officer. Operating expenses would have been $0.2 million lower in 2010 had foreign currency exchange rates remained the same as they were in 2009. Product development and engineering expenses included share-based compensation of $0.1 million and $0.3 million in 2010 and 2009, respectively. Selling, general and administrative expenses included share-based compensation of $1.6 million and $1.1 million in 2010 and 2009, respectively.
Network Equipment Group.    Operating expenses in the Network Equipment group for 2010 were $59.7 million, or 47% of revenue, compared to $58.6 million, or 55% of revenue in 2009. The $1.1 million, or 2%, increase was due to a 5% increase in operating expenses at OCS partially offset by a 7% decrease at CES. The decrease in operating expenses at CES was primarily due to the result of a reduction in previously accrued bonuses to employees terminated in 2010. Operating expenses would have been $0.6 million lower in 2010 had foreign currency exchange rates remained the same as they were in 2009. Product development and engineering expenses included share-based compensation of $0.1 million and $0.3 million in 2010 and 2009, respectively. Selling, general and administrative expenses included share-based compensation of $0.3 million and $0.5 million in 2010 and 2009, respectively.

38

Network Integration Group.    Operating expenses in the Network Integration group for 2010 were $25.1 million, or 18% of revenue, compared to $25.4 million, or 20% of revenue in 2009. Operating expenses were relatively flat in 2010 compared to 2009. Operating expenses would have been $0.4 million higher in 2010 had foreign currency exchange rates remained the same as they were in 2009. The Network Integration group did not have significant share-based compensation in product development and engineering costs in either year. Selling, general and administrative expenses included share-based compensation of $17,000 in 2010. There was no share-based compensation included in selling general and administrative expenses in 2009.
Operating Income (Loss)
The following table sets forth, for the periods indicated, certain operating income (loss) data from our Statements of Operations (dollars in thousands):
Years ended December 31:
 
2010

2009
 
$
Change
 
%
Change
 
% Change
constant
currency (2)
Network Equipment group
 
$
12,204

 
$
(1,467
)
 
$
13,671

 
(932
)%
 
(950
)%
Network Integration group
 
13,914

 
12,994

 
920

 
7

 
9

All others
 
—

 
(1,453
)
 
1,453

 
(100
)
 
(100
)
 
 
26,118

 
10,074

 
16,044

 
159

 
167

Corporate and unallocated adjustments
 
(11,778
)
 
(14,657
)
 
2,879

 
(20
)
 
(20
)
Total
 
$
14,340

 
$
(4,583
)
 
$
18,923

 
(413
)%
 
(429
)%
__________________________________
(1)
Adjustments represent the elimination of intersegment profit in inventory in order to reconcile to consolidated operating income (loss).
(2)
Percentage information in constant currencies in the table above and in the text below excludes the effect of foreign currency translation on reported results. Constant currency results were calculated by translating the current year results at prior year average exchange rates.
The 16% growth in gross profit and 4% decrease in operating expenses allowed us to move from a $4.6 million operating loss in 2009 to $14.3 million of operating income in 2010, representing operating margin of 6%. Our operating income would have been $0.1 million higher in 2010 had foreign currency exchange rates remained the same as they were in 2009. Operating income (loss) included share-based compensation expense of $1.7 million and $1.5 million in 2010 and 2009, respectively.
Network Equipment Group.    The Network Equipment group reported operating income of $12.2 million for 2010, compared to an operating loss of $1.5 million for 2009. OCS was able to grow revenue by 19%, improve gross margins, and hold operating expenses to 5% growth. CES was able to grow revenue by 18%, improve gross margins, and decrease operating expenses by 7%. Appointech, though representing only 2% of Network Equipment revenue, delivered a 50% increase in revenue with 28% operating margins. The $13.7 million improvement in operating income was due to the $14.8 million increase in gross profit, partially offset by a $1.1 million increase in operating expenses. Operating income would have been $0.1 million lower in 2010 had foreign currency exchange rates remained the same as they were in 2009.
Network Integration Group.     The Network Integration group reported operating income of $13.9 million for 2010, compared to operating income of $13.0 million for 2009. The $0.9 million increase was due to a $0.6 million increase in gross profit, and to a lesser extent a $0.3 million decrease in operating expenses. Operating income would have been $0.2 million higher in 2010 had foreign currency exchange rates remained the same as they were in 2009.
Interest Expense and Other Income, Net
Interest expense was $1.0 million in 2010 compared to $1.3 million in 2009 reflecting a reduction in our average interest rate. Other income, net, principally includes interest income on cash, cash equivalents and investments and gains (losses) on foreign currency transactions. We recognized a loss of $2.8 million on foreign currency transactions in 2010 compared to a $0.4 million loss in 2009. Other income for 2009 includes a $20.5 million gain realized upon the settlement we negotiated with certain former Fiberxon stockholders of the $30.0 million net deferred consideration payable arising from the 2007 acquisition of Fiberxon. In 2010, we recognized an additional gain of $0.5 million as we agreed to settlements with additional former Fiberxon stockholders. Other income for 2009 also includes a $3.5 million gain on the sale of a cost-basis investment in Dune Networks. Interest income was $0.3 million in 2010,

39

$0.2 million lower than 2009, due to lower average investment balances and lower interest rates.
Provision for Income Taxes
The provision for income taxes was $2.7 million in 2010 and $4.2 million in 2009. Income tax expense fluctuates based on the amount of pre-tax income generated in the various jurisdictions where we conduct operations and pay income tax. The decrease in provision for income taxes during 2010 is primarily due to a $3.9 million release of valuation allowances against deferred tax assets related to net operating loss carryforwards of OCS in certain foreign jurisdictions, partially offset by higher taxes at CES, Alcadon, Interdata and Tecnonet due to higher pre-tax income.
Discontinued Operations
Income from discontinued operations includes the results of operations of Source Photonics, EDSLan, and TurnKey. We completed the sale of Source Photonics on October 26, 2010. On December 24, 2009, we entered into an agreement to divest our 90% ownership of EDSLan. The loss from discontinued operations for 2010 includes a $1.2 million goodwill impairment charge at TurnKey. The loss from discontinued operations for 2009 includes a $3.8 million write-down of the net assets of EDSLan to net realizable value, and the results of operations of Source Photonics and EDSLan. For further discussion of discontinued operations, see Note 3 to the Financial Statements included in Item 8 of this Form 10-K.

Liquidity and Capital Resources
Our three primary sources of cash are cash receipts from customers, debt financing, and sales of invested assets. Historically, we have satisfied short and long-term obligations through cash generated from these sources and we expect that this trend will continue. We have also generated cash in 2010 and 2011 through the sales of business units. As discussed elsewhere, we have engaged investment bankers and may sell additional business units in 2012 or later. Any strategic and capital allocation decisions however, including with respect to any sale, are subject to numerous material risks and uncertainties, and there can be no assurance that the Company will engage in any such sale. Additionally, in 2011, we declared a special dividend to stockholders of $75 million. Our Board of Directors considered the Company's liquidity and capital needs prior to declaring the dividend, and determined the $75 million to be excess capital. We believe that after the dividend the Company continued to have ample capital to meet our expected capital needs. At the end of 2011, we had $85.4 million in cash and cash equivalents, short term marketable securities and restricted time deposits and $9.0 million in short-term debt. We believe that cash on hand and cash flows from operations will be sufficient to satisfy current operating needs, capital expenditures, and product development and engineering requirements for at least the next 12 months.
We operate our business through several subsidiaries in our two operating segments. Each subsidiary maintains some level of cash and is able to meet its cash needs primarily through cash receipts from customers. In recent years, we have funded our corporate expenses through a combination of the use of cash reserves and short-term investments at corporate, cash remitted from our subsidiaries, and the sale of investments in unconsolidated entities and subsidiaries. We currently do not have any debt at the corporate level. One of our subsidiaries, Tecnonet, maintains short-term lines of credit, primarily secured by accounts receivable, to fund its working capital needs.
The following table illustrates our contractual obligations as of December 31, 2011 (in thousands):
Contractual Obligations
 
Total
 
Less than 1 Year
 
1 - 3 Years
 
3 - 5 Years
 
After 5 Years
Short-term debt
 
$
8,987

 
$
8,987

 
$
—

 
$
—

 
$
—

Operating leases
 
19,170

 
3,859

 
5,420

 
4,423

 
5,468

Capital leases
 
617

 
272

 
345

 
—

 
—

Purchase commitments with suppliers and contract manufacturers
 
11,773

 
11,773

 
—

 
—

 
—

Purchase commitments for machinery or equipment
 
213

 
213

 
—

 
—

 
—

Deferred consideration payable
 
4,615

 
4,615

 
—

 
—

 
—

Total contractual obligations
 
$
45,375

 
$
29,719

 
$
5,765

 
$
4,423

 
$
5,468

We expect to have sufficient cash and cash flow to meet our short-term and long-term obligations shown in the

40

table above. Our operating leases consist primarily of leases for buildings worldwide from which we conduct our business. Purchase commitments consist primarily of purchase orders for components used to build finished goods inventory. The deferred consideration payable arose from the acquisition agreement for Fiberxon, a company we acquired in July 2007.
The following table summarizes our short-term debt (in thousands).
Short-term Debt
 
2011
 
2010
 
Increase
(Decrease)
 
Additional
Availability
Tecnonet:
 
 
 
 
 
 
 
 
Lines of credit secured by accounts receivable
 
$
8,987

 
$
17,771

 
$
(8,784
)
 
$
17,719

Unsecured short-term debt
 
—

 
265

 
(265
)
 
—

Total short-term debt at Tecnonet
 
8,987

 
18,036

 
(9,049
)
 
17,719

Other
 
—

 
—

 
—

 
—

Total short-term debt
 
$
8,987

 
$
18,036

 
$
(9,049
)
 
$
17,719

Cash and cash equivalents totaled $83.7 million at December 31, 2011, compared to $141.0 million in cash and cash equivalents at December 31, 2010. The $57.3 million decrease in cash and cash equivalents and the $13.5 million decrease in short-term marketable securities is due primarily to the $75.0 million special dividend paid in November 2011. The following table summarizes MRV's cash position including cash and cash equivalents, restricted time deposits and short-term marketable securities (in thousands):
December 31:
 
2011
 
2010
 
Increase
(Decrease)
Cash and short-term investments
 
 
 
 
 
 
Cash and cash equivalents
 
$
83,716

 
$
141,001

 
$
(57,285
)
Restricted time deposits
 
1,661

 
1,709

 
(48
)
Short-term marketable securities
 
—