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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Mrv Communications, Inc. (MM) | NASDAQ:MRVC | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 9.975 | 9.95 | 10.00 | 0 | 01:00:00 |
(Mark One)
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x
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Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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For the fiscal year ended December 31, 2016
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OR
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o
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Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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For the transition period from _____________ t o _____________
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Commission file number: 001-11174
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Delaware
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06-1340090
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(State or other jurisdiction of
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(I.R.S. employer
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incorporation or organization)
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identification no.)
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Title of Each Class
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Name of Each Exchange on Which Registered:
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Common Stock, $0.0017 Par Value Per Share
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Nasdaq Capital Market
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Series A Junior Participating Preferred Stock Purchase Rights
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Large accelerated filer
o
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Accelerated filer
x
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Non-accelerated filer
o
(Do not check if a smaller reporting company)
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Smaller reporting company
o
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•
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Optical Transport products;
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•
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Packet/Carrier Ethernet products;
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•
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Network management products; and
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•
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Infrastructure management products
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•
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Product performance, features, quality and price;
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•
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A comprehensive range of complementary products and services;
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•
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Customer service and technical support;
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•
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Lead and delivery times;
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•
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Timeliness of new product introductions;
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•
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Global presence, including distribution network;
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•
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Conformance to standards; and
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•
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Brand name recognition.
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•
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the cancellation or postponement of orders from one period to the next;
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•
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the timing and amount of significant orders;
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•
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the mix in any period of higher and lower margin products and services;
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•
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software, hardware or other errors in the products we sell requiring replacements or increased warranty reserves;
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•
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charges for excess or obsolete inventory;
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•
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our annual reviews of other intangibles that may lead to impairment charges;
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•
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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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•
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political stability in the areas of the world in which we operate;
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•
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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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•
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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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•
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the relative success of our efforts to continually reduce product manufacturing costs;
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•
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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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•
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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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•
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the timing of capital spending of our customers;
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•
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currency fluctuations;
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•
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the ability of our customers to pay for our products;
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•
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general economic conditions; and
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•
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changes in conditions specific to our business.
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•
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changing product specifications and customer requirements;
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•
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difficulties in hiring and retaining necessary technical personnel;
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•
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difficulties in reallocating engineering resources and overcoming resource limitations;
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•
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difficulties with contract manufacturers;
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•
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changing market or competitive product requirements; and
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•
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unanticipated engineering complexities.
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•
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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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•
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greater difficulty in accounts receivable collection and longer collection periods;
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•
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the impact of recessions in economies outside the United States;
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•
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changes in regulatory requirements;
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•
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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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•
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difficulties in managing operations across disparate geographic areas;
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•
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difficulties associated with enforcing agreements through foreign legal systems;
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•
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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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•
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higher credit risks requiring cash in advance or letters of credit;
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•
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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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•
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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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•
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shipping delays;
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limited protection of intellectual property rights;
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•
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tightening immigration controls that may adversely affect our ability to hire new non-U.S. employees in our U.S. facilities; and
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•
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increasing foreign environmental regulation or unforeseen environmental problems.
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•
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to elect or defeat the election of the Company’s directors;
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to amend or prevent amendment of the Company’s Certificate of Incorporation or Bylaws;
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•
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to effect or prevent a merger, sale of assets or other corporate transaction; and
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•
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to control the outcome of any other matter submitted to the Company’s stockholders for vote.
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High
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Low
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||||
Year Ended December 31, 2016
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||||
First quarter ending March 31
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$
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12.99
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$
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8.75
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Second quarter ending June 30
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$
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11.95
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$
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8.95
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Third quarter ending September 30
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$
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13.09
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$
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10.61
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Fourth quarter ending December 31
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$
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14.40
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$
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7.11
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Year Ended December 31, 2015
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||||
First quarter ending March 31
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$
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11.65
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$
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6.38
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Second quarter ending June 30
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$
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12.35
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$
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7.25
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Third quarter ending September 30
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$
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21.50
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$
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11.03
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Fourth quarter ending December 31
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$
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15.20
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$
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12.01
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Plan Category
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Number of securities
issuable upon
exercise of
outstanding options
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Weighted
average
exercise price
of outstanding
options
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Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column (a))
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||||
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(a)
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(b)
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(c)
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Equity compensation plans approved by security holders
(1)
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599,973
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$
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12.68
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531,204
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Equity compensation plans not approved by security holders
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—
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$
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—
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—
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Total
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599,973
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$
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12.68
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531,204
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Cumulative Total Return
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||||||||||||||||
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2011
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2012
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2013
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2014
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2015
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2016
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||||||
MRV Communications, Inc.
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100.00
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97.70
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101.69
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94.19
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115.91
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77.31
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NASDAQ Composite
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100.00
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|
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116.41
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165.47
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188.69
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200.32
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216.54
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RDG SmallCap Technology
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100.00
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96.74
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131.16
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105.22
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86.98
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88.81
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Period
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Total number of shares purchased
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Average price paid per share
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Total number of shares purchased as part of publicly announced plans or programs
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Maximum amount remaining for purchase under the repurchase plan
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||||||
October 1, 2016 to October 31, 2016
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31,774
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$
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11.55
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31,774
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$
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7,260,758
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November 1, 2016 to November 30, 2016
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—
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$
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—
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—
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$
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—
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December 1, 2016 to December 31, 2016
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—
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$
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—
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—
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|
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$
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—
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Total
|
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31,774
|
|
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$
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11.55
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31,774
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Year ended December 31,
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||||||||||||||||||
(in thousands, except per share amounts)
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2016
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2015
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2014
|
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2013
|
|
2012
|
||||||||||
Statements of Operations Data:
|
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|
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|
|
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|
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||||||||||
Revenues
|
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$
|
80,315
|
|
|
$
|
88,199
|
|
|
$
|
86,538
|
|
|
$
|
90,564
|
|
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$
|
79,241
|
|
Cost of sales
|
|
41,209
|
|
|
42,619
|
|
|
43,937
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|
|
43,496
|
|
|
35,916
|
|
|||||
Gross profit
|
|
39,106
|
|
|
45,580
|
|
|
42,601
|
|
|
47,068
|
|
|
43,325
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Product development and engineering
|
|
20,481
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|
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20,448
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|
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20,833
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|
|
19,381
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|
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15,344
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|
|||||
Selling, general and administrative
|
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29,674
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|
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28,966
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35,080
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36,696
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42,338
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|
|||||
Total operating expenses
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|
50,155
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|
49,414
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|
55,913
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|
|
56,077
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|
57,682
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|
|||||
Operating loss
|
|
(11,049
|
)
|
|
(3,834
|
)
|
|
(13,312
|
)
|
|
(9,009
|
)
|
|
(14,357
|
)
|
|||||
Interest and other income (expense), net
|
|
(266
|
)
|
|
(103
|
)
|
|
647
|
|
|
(383
|
)
|
|
2,330
|
|
|||||
Loss from continuing operations before income taxes
|
|
(11,315
|
)
|
|
(3,937
|
)
|
|
(12,665
|
)
|
|
(9,392
|
)
|
|
(12,027
|
)
|
|||||
Provision (benefit) for income taxes
|
|
322
|
|
|
2,871
|
|
|
1,873
|
|
|
(34
|
)
|
|
(2,549
|
)
|
|||||
Loss from continuing operations
|
|
(11,637
|
)
|
|
(6,808
|
)
|
|
(14,538
|
)
|
|
(9,358
|
)
|
|
(9,478
|
)
|
|||||
Income (loss) from discontinued operations, net of tax
|
|
—
|
|
|
(371
|
)
|
|
2,383
|
|
|
2,536
|
|
|
15,142
|
|
|||||
Net income (loss)
|
|
$
|
(11,637
|
)
|
|
$
|
(7,179
|
)
|
|
$
|
(12,155
|
)
|
|
$
|
(6,822
|
)
|
|
$
|
5,664
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss) per share — basic:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
From continuing operations
|
|
$
|
(1.69
|
)
|
|
$
|
(0.97
|
)
|
|
$
|
(1.98
|
)
|
|
$
|
(1.25
|
)
|
|
$
|
(1.21
|
)
|
From discontinued operations
|
|
—
|
|
|
(0.05
|
)
|
|
0.32
|
|
|
0.34
|
|
|
1.94
|
|
|||||
Net income (loss) per share — basic
|
|
$
|
(1.69
|
)
|
|
$
|
(1.02
|
)
|
|
$
|
(1.66
|
)
|
|
$
|
(0.91
|
)
|
|
$
|
0.72
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss) per share — diluted:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
From continuing operations
|
|
$
|
(1.69
|
)
|
|
$
|
(0.97
|
)
|
|
$
|
(1.98
|
)
|
|
$
|
(1.25
|
)
|
|
$
|
(1.21
|
)
|
From discontinued operations
|
|
—
|
|
|
(0.05
|
)
|
|
0.32
|
|
|
0.34
|
|
|
1.94
|
|
|||||
Net income (loss) per share — diluted
|
|
$
|
(1.69
|
)
|
|
$
|
(1.02
|
)
|
|
$
|
(1.66
|
)
|
|
$
|
(0.91
|
)
|
|
$
|
0.72
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic weighted average shares
|
|
6,886
|
|
|
7,019
|
|
|
7,344
|
|
|
7,484
|
|
|
7,813
|
|
|||||
Diluted weighted average shares
|
|
6,886
|
|
|
7,019
|
|
|
7,344
|
|
|
7,484
|
|
|
7,817
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash dividend declared per share
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7.40
|
|
|
|
December 31,
|
||||||||||||||||||
(in thousands)
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Selected Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
25,116
|
|
|
$
|
26,169
|
|
|
$
|
16,142
|
|
|
$
|
26,028
|
|
|
$
|
39,824
|
|
Working capital
|
|
27,635
|
|
|
39,481
|
|
|
47,081
|
|
|
58,249
|
|
|
69,111
|
|
|||||
Total assets
|
|
56,260
|
|
|
69,084
|
|
|
114,572
|
|
|
127,947
|
|
|
128,565
|
|
|||||
Total long-term liabilities
|
|
3,478
|
|
|
3,846
|
|
|
5,271
|
|
|
5,236
|
|
|
5,184
|
|
|||||
Additional paid-in capital
|
|
1,287,336
|
|
|
1,285,787
|
|
|
1,284,483
|
|
|
1,281,883
|
|
|
1,281,170
|
|
|||||
Accumulated deficit
|
|
(1,239,308
|
)
|
|
(1,227,671
|
)
|
|
(1,120,492
|
)
|
|
(1,208,337
|
)
|
|
(1,201,515
|
)
|
|||||
Total stockholders' equity
|
|
$
|
28,699
|
|
|
$
|
41,446
|
|
|
$
|
50,970
|
|
|
$
|
63,790
|
|
|
$
|
72,901
|
|
•
|
Overview
|
•
|
Critical Accounting Policies
|
•
|
Recently Issued Accounting Standards
|
•
|
Currency Rate Fluctuations
|
•
|
Results of Operations
|
•
|
Liquidity and Capital Resources
|
•
|
Off Balance Sheet Arrangements
|
|
|
For the Years Ended December 30,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
|
|
|
|
|
||||||
Revenue:
|
|
|
|
|
|
|
||||||
Product revenue
|
|
$
|
68,349
|
|
|
$
|
77,553
|
|
|
$
|
76,828
|
|
Service revenue
|
|
11,966
|
|
|
10,646
|
|
|
9,710
|
|
|||
Total revenue
|
|
80,315
|
|
|
88,199
|
|
|
86,538
|
|
|||
Cost of Revenue:
|
|
|
|
|
|
|
||||||
Cost of product
|
|
36,335
|
|
|
38,496
|
|
|
39,705
|
|
|||
Cost of services
|
|
4,874
|
|
|
4,123
|
|
|
4,232
|
|
|||
Total cost of revenue
|
|
41,209
|
|
|
42,619
|
|
|
43,937
|
|
|||
Gross profit
|
|
39,106
|
|
|
45,580
|
|
|
42,601
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
||||||
Product development and engineering
|
|
20,481
|
|
|
20,448
|
|
|
20,833
|
|
|||
Selling, general and administrative
|
|
29,674
|
|
|
28,966
|
|
|
35,080
|
|
|||
Total operating expenses
|
|
50,155
|
|
|
49,414
|
|
|
55,913
|
|
|||
Operating loss
|
|
(11,049
|
)
|
|
(3,834
|
)
|
|
(13,312
|
)
|
|||
Interest expense
|
|
—
|
|
|
(55
|
)
|
|
(24
|
)
|
|||
Other income (expense), net
|
|
(266
|
)
|
|
(48
|
)
|
|
671
|
|
|||
Loss from continuing operations before provision for income taxes
|
|
(11,315
|
)
|
|
(3,937
|
)
|
|
(12,665
|
)
|
|||
Provision for income taxes
|
|
322
|
|
|
2,871
|
|
|
1,873
|
|
|||
Loss from continuing operations
|
|
(11,637
|
)
|
|
(6,808
|
)
|
|
(14,538
|
)
|
|||
Income (loss) from discontinued operations, net of income taxes of $1,311 and $2,430 in 2015 and 2014, respectively
|
|
—
|
|
|
(371
|
)
|
|
2,383
|
|
|||
Net loss
|
|
$
|
(11,637
|
)
|
|
$
|
(7,179
|
)
|
|
$
|
(12,155
|
)
|
Year Ended December 31:
|
|
2015
|
|
2014
|
||||
|
|
|
|
|
||||
Revenue:
|
|
|
|
|
||||
Product revenue
|
|
$
|
32,315
|
|
|
$
|
47,649
|
|
Service revenue
|
|
30,274
|
|
|
37,869
|
|
||
Total revenue
|
|
62,589
|
|
|
85,518
|
|
||
Cost of Revenue:
|
|
|
|
|
||||
Cost of product
|
|
28,472
|
|
|
42,883
|
|
||
Cost of services
|
|
24,181
|
|
|
29,458
|
|
||
Total cost of revenue
|
|
52,653
|
|
|
72,341
|
|
||
Gross profit
|
|
9,936
|
|
|
13,177
|
|
||
Selling, general and administrative
(1)
|
|
6,574
|
|
|
7,615
|
|
||
Operating income
|
|
3,362
|
|
|
5,562
|
|
||
Interest expense
|
|
(124
|
)
|
|
(305
|
)
|
||
Cumulative translation loss recognized upon sale of Tecnonet
|
|
(2,180
|
)
|
|
—
|
|
||
Other expense, net
|
|
(307
|
)
|
|
(444
|
)
|
||
Income from discontinued operations before income taxes
|
|
751
|
|
|
4,813
|
|
||
Provision for income taxes
|
|
1,311
|
|
|
2,430
|
|
||
(Loss) income from discontinued operations, net of tax
|
|
(560
|
)
|
|
2,383
|
|
||
Gain on sale of Tecnonet, net of tax
|
|
189
|
|
|
—
|
|
||
Net income (loss) from discontinued operations, net of income taxes
|
|
$
|
(371
|
)
|
|
$
|
2,383
|
|
Year Ended December 31:
|
|
2016
|
|
2015
|
|
$ Change
|
|
% Change
|
|||||||
|
|
|
|
|
|
|
|
|
|||||||
Revenue:
|
|
|
|
|
|
|
|
|
|||||||
Product revenue
|
|
$
|
68,349
|
|
|
$
|
77,553
|
|
|
$
|
(9,204
|
)
|
|
(12
|
)%
|
Service revenue
|
|
11,966
|
|
|
10,646
|
|
|
1,320
|
|
|
12
|
%
|
|||
Total revenue
|
|
80,315
|
|
|
88,199
|
|
|
(7,884
|
)
|
|
(9
|
)%
|
|||
Cost of Revenue:
|
|
|
|
|
|
|
|
|
|||||||
Cost of product
|
|
36,335
|
|
|
38,496
|
|
|
(2,161
|
)
|
|
(6
|
)%
|
|||
Cost of services
|
|
4,874
|
|
|
4,123
|
|
|
751
|
|
|
18
|
%
|
|||
Total cost of revenue
|
|
41,209
|
|
|
42,619
|
|
|
(1,410
|
)
|
|
(3
|
)%
|
|||
Gross profit
|
|
39,106
|
|
|
45,580
|
|
|
(6,474
|
)
|
|
(14
|
)%
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|
|||||||
Product development and engineering
|
|
20,481
|
|
|
20,448
|
|
|
33
|
|
|
—
|
%
|
|||
Selling, general and administrative
|
|
29,674
|
|
|
28,966
|
|
|
708
|
|
|
2
|
%
|
|||
Total operating expenses
|
|
50,155
|
|
|
49,414
|
|
|
741
|
|
|
1
|
%
|
|||
Operating loss
|
|
(11,049
|
)
|
|
(3,834
|
)
|
|
(7,215
|
)
|
|
188
|
%
|
|||
Interest expense
|
|
—
|
|
|
(55
|
)
|
|
55
|
|
|
(100
|
)%
|
|||
Other expense, net
|
|
(266
|
)
|
|
(48
|
)
|
|
(218
|
)
|
|
454
|
%
|
|||
Loss from continuing operations before provision for income taxes
|
|
(11,315
|
)
|
|
(3,937
|
)
|
|
(7,378
|
)
|
|
187
|
%
|
|||
Provision for income taxes
|
|
322
|
|
|
2,871
|
|
|
(2,549
|
)
|
|
(89
|
)%
|
|||
Loss from continuing operations
|
|
(11,637
|
)
|
|
(6,808
|
)
|
|
4,829
|
|
|
(71
|
)%
|
|||
Loss from discontinued operations, net of income taxes of $1,311
|
|
—
|
|
|
(371
|
)
|
|
(371
|
)
|
|
100
|
%
|
|||
Net loss
|
|
$
|
(11,637
|
)
|
|
$
|
(7,179
|
)
|
|
$
|
4,458
|
|
|
(62
|
)%
|
|
|
|
|
|
|
Favorable/(Unfavorable)
|
|||||||||
Year ended December 31:
|
|
2016
|
|
2015
|
|
$ Change
|
|
% Change
|
|||||||
Revenue:
|
|
|
|
|
|
|
|
|
|||||||
United States
|
|
$
|
39,727
|
|
|
$
|
42,933
|
|
|
$
|
(3,206
|
)
|
|
(7
|
)%
|
Americas (Excluding the U.S.)
|
|
8,250
|
|
|
6,828
|
|
|
1,422
|
|
|
21
|
%
|
|||
Europe
|
|
14,531
|
|
|
19,463
|
|
|
(4,932
|
)
|
|
(25
|
)%
|
|||
Asia Pacific
|
|
17,807
|
|
|
18,975
|
|
|
(1,168
|
)
|
|
(6
|
)%
|
|||
Total revenue
|
|
$
|
80,315
|
|
|
$
|
88,199
|
|
|
$
|
(7,884
|
)
|
|
(9
|
)%
|
Year Ended December 31:
|
|
2015
|
|
2014
|
|
$ Change
|
|
% Change
|
|||||||
|
|
|
|
|
|
|
|
|
|||||||
Revenue:
|
|
|
|
|
|
|
|
|
|||||||
Product revenue
|
|
$
|
77,553
|
|
|
$
|
76,828
|
|
|
$
|
725
|
|
|
1
|
%
|
Service revenue
|
|
10,646
|
|
|
9,710
|
|
|
936
|
|
|
10
|
%
|
|||
Total revenue
|
|
88,199
|
|
|
86,538
|
|
|
1,661
|
|
|
2
|
%
|
|||
Cost of Revenue:
|
|
|
|
|
|
|
|
|
|||||||
Cost of product
|
|
38,496
|
|
|
39,705
|
|
|
(1,209
|
)
|
|
(3
|
)%
|
|||
Cost of services
|
|
4,123
|
|
|
4,232
|
|
|
(109
|
)
|
|
(3
|
)%
|
|||
Total cost of revenue
|
|
42,619
|
|
|
43,937
|
|
|
(1,318
|
)
|
|
(3
|
)%
|
|||
Gross profit
|
|
45,580
|
|
|
42,601
|
|
|
2,979
|
|
|
7
|
%
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|
|||||||
Product development and engineering
|
|
20,448
|
|
|
20,833
|
|
|
(385
|
)
|
|
(2
|
)%
|
|||
Selling, general and administrative
|
|
28,966
|
|
|
35,080
|
|
|
(6,114
|
)
|
|
(17
|
)%
|
|||
Total operating expenses
|
|
49,414
|
|
|
55,913
|
|
|
(6,499
|
)
|
|
(12
|
)%
|
|||
Operating loss
|
|
(3,834
|
)
|
|
(13,312
|
)
|
|
9,478
|
|
|
(71
|
)%
|
|||
Interest expense
|
|
(55
|
)
|
|
(24
|
)
|
|
(31
|
)
|
|
129
|
%
|
|||
Other income (expense), net
|
|
(48
|
)
|
|
671
|
|
|
(719
|
)
|
|
(107
|
)%
|
|||
Loss from continuing operations before provision for income taxes
|
|
(3,937
|
)
|
|
(12,665
|
)
|
|
8,728
|
|
|
(69
|
)%
|
|||
Provision for income taxes
|
|
2,871
|
|
|
1,873
|
|
|
998
|
|
|
53
|
%
|
|||
Loss from continuing operations
|
|
(6,808
|
)
|
|
(14,538
|
)
|
|
(7,730
|
)
|
|
53
|
%
|
|||
Income (loss) from discontinued operations, net of income taxes of $1,311 and $2,430, respectively
|
|
(371
|
)
|
|
2,383
|
|
|
2,754
|
|
|
116
|
%
|
|||
Net loss
|
|
$
|
(7,179
|
)
|
|
$
|
(12,155
|
)
|
|
$
|
(4,976
|
)
|
|
41
|
%
|
|
|
|
|
|
|
Favorable/(Unfavorable)
|
|||||||||
Year ended December 31:
|
|
2015
|
|
2014
|
|
$ Change
|
|
% Change
|
|||||||
Revenue:
|
|
|
|
|
|
|
|
|
|||||||
United States
|
|
$
|
42,933
|
|
|
$
|
51,036
|
|
|
$
|
(8,103
|
)
|
|
(16
|
)%
|
Americas (Excluding the U.S.)
|
|
6,828
|
|
|
1,507
|
|
|
5,321
|
|
|
353
|
%
|
|||
Europe
|
|
19,463
|
|
|
20,478
|
|
|
(1,015
|
)
|
|
(5
|
)
|
|||
Asia Pacific
|
|
18,975
|
|
|
13,517
|
|
|
5,458
|
|
|
40
|
|
|||
Total revenue
|
|
$
|
88,199
|
|
|
$
|
86,538
|
|
|
$
|
1,661
|
|
|
2
|
%
|
|
|
2016
|
|
2015
|
||||
Current assets
|
|
$
|
51,718
|
|
|
$
|
63,273
|
|
Current liabilities
|
|
24,083
|
|
|
23,792
|
|
||
Working capital
|
|
$
|
27,635
|
|
|
$
|
39,481
|
|
Current ratio
(1)
|
|
2.1
|
|
2.7
|
Contractual Obligations
|
|
Total
|
|
Less than 1 Year
|
|
1 - 3 Years
|
|
3 - 5 Years
|
|
After 5 Years
|
||||||||||
Operating leases
|
|
$
|
2,242
|
|
|
$
|
984
|
|
|
$
|
1,006
|
|
|
$
|
252
|
|
|
$
|
—
|
|
Purchase commitments with suppliers and contract manufacturers
|
|
14,192
|
|
|
14,192
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Deferred consideration payable
|
|
233
|
|
|
233
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total contractual obligations
|
|
$
|
16,667
|
|
|
$
|
15,409
|
|
|
$
|
1,006
|
|
|
$
|
252
|
|
|
$
|
—
|
|
December 31
|
|
2016
|
|
2015
|
||||
U.S. dollars
|
|
$
|
22,923
|
|
|
$
|
23,461
|
|
Euros
|
|
194
|
|
|
171
|
|
||
Taiwan dollars
|
|
43
|
|
|
141
|
|
||
Israeli new shekels
|
|
952
|
|
|
1,723
|
|
||
Other
|
|
1,004
|
|
|
673
|
|
||
Total cash and cash equivalents
|
|
$
|
25,116
|
|
|
$
|
26,169
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
|
|
|
|
|
||||||
Revenue:
|
|
|
|
|
|
|
||||||
Product revenue
|
|
$
|
68,349
|
|
|
$
|
77,553
|
|
|
$
|
76,828
|
|
Service revenue
|
|
11,966
|
|
|
10,646
|
|
|
9,710
|
|
|||
Total revenue
|
|
80,315
|
|
|
88,199
|
|
|
86,538
|
|
|||
Cost of Revenue:
|
|
|
|
|
|
|
||||||
Cost of product
|
|
36,335
|
|
|
38,496
|
|
|
39,705
|
|
|||
Cost of services
|
|
4,874
|
|
|
4,123
|
|
|
4,232
|
|
|||
Total cost of revenue
|
|
41,209
|
|
|
42,619
|
|
|
43,937
|
|
|||
Gross profit
|
|
39,106
|
|
|
45,580
|
|
|
42,601
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
||||||
Product development and engineering
|
|
20,481
|
|
|
20,448
|
|
|
20,833
|
|
|||
Selling, general and administrative
|
|
29,674
|
|
|
28,966
|
|
|
35,080
|
|
|||
Total operating expenses
|
|
50,155
|
|
|
49,414
|
|
|
55,913
|
|
|||
Operating loss
|
|
(11,049
|
)
|
|
(3,834
|
)
|
|
(13,312
|
)
|
|||
Interest expense
|
|
—
|
|
|
(55
|
)
|
|
(24
|
)
|
|||
Other income (expense), net
|
|
(266
|
)
|
|
(48
|
)
|
|
671
|
|
|||
Loss from continuing operations before provision for income taxes
|
|
(11,315
|
)
|
|
(3,937
|
)
|
|
(12,665
|
)
|
|||
Provision for income taxes
|
|
322
|
|
|
2,871
|
|
|
1,873
|
|
|||
Loss from continuing operations
|
|
(11,637
|
)
|
|
(6,808
|
)
|
|
(14,538
|
)
|
|||
Income (loss) from discontinued operations, net of income taxes of $1,311 and $2,430 in 2015 and 2014, respectively
|
|
—
|
|
|
(371
|
)
|
|
2,383
|
|
|||
Net loss
|
|
$
|
(11,637
|
)
|
|
$
|
(7,179
|
)
|
|
$
|
(12,155
|
)
|
|
|
|
|
|
|
|
||||||
Net income (loss) per share — basic and diluted
|
|
|
|
|
|
|
||||||
From continuing operations
|
|
$
|
(1.69
|
)
|
|
$
|
(0.97
|
)
|
|
$
|
(1.98
|
)
|
From discontinued operations
|
|
—
|
|
|
(0.05
|
)
|
|
0.32
|
|
|||
Net loss per share — basic and diluted
|
|
$
|
(1.69
|
)
|
|
$
|
(1.02
|
)
|
|
$
|
(1.66
|
)
|
|
|
|
|
|
|
|
||||||
Weighted average number of shares:
|
|
|
|
|
|
|
||||||
Basic and diluted
|
|
6,886
|
|
|
7,019
|
|
|
7,344
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
|
|
|
|
|
||||||
Net loss
|
|
$
|
(11,637
|
)
|
|
$
|
(7,179
|
)
|
|
$
|
(12,155
|
)
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
||||||
Foreign currency translation gain (loss)
|
|
84
|
|
|
(886
|
)
|
|
(3,265
|
)
|
|||
Foreign currency translation loss realized upon divestiture of subsidiary
|
|
—
|
|
|
2,180
|
|
|
—
|
|
|||
Other comprehensive income (loss):
|
|
84
|
|
|
1,294
|
|
|
(3,265
|
)
|
|||
Total comprehensive loss
|
|
$
|
(11,553
|
)
|
|
$
|
(5,885
|
)
|
|
$
|
(15,420
|
)
|
|
December 31,
2016 |
|
December 31,
2015 |
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
25,116
|
|
|
$
|
26,169
|
|
Restricted time deposits
|
272
|
|
|
5,190
|
|
||
Accounts receivable, net
|
14,295
|
|
|
14,837
|
|
||
Inventories
|
9,657
|
|
|
10,226
|
|
||
Other current assets
|
2,378
|
|
|
6,851
|
|
||
Total current assets
|
51,718
|
|
|
63,273
|
|
||
Property and equipment, net
|
3,130
|
|
|
4,050
|
|
||
Intangible assets, net
|
1,064
|
|
|
1,153
|
|
||
Other assets
|
348
|
|
|
608
|
|
||
Total assets
|
$
|
56,260
|
|
|
$
|
69,084
|
|
|
|
|
|
||||
Liabilities and stockholders' equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Deferred consideration payable
|
$
|
233
|
|
|
$
|
233
|
|
Accounts payable
|
8,353
|
|
|
5,749
|
|
||
Accrued liabilities
|
9,195
|
|
|
9,972
|
|
||
Deferred revenue
|
6,146
|
|
|
7,642
|
|
||
Other current liabilities
|
156
|
|
|
196
|
|
||
Total current liabilities
|
24,083
|
|
|
23,792
|
|
||
Long-term liabilities
|
3,478
|
|
|
3,846
|
|
||
Commitments and contingencies (Note 9)
|
|
|
|
||||
|
|
|
|
||||
Stockholders' equity:
|
|
|
|
||||
Preferred Stock, $0.01 par value: Authorized — 1,000 shares; no shares issued or outstanding
|
—
|
|
|
—
|
|
||
Common Stock, $0.0017 par value:
|
|
|
|
||||
Authorized — 16,000 shares
|
|
|
|
||||
Issued — 8,425 shares in 2016 and 8,341 shares in 2015
|
|
|
|
||||
Outstanding — 6,802 shares in 2016 and 6,982 shares in 2015
|
270
|
|
|
270
|
|
||
Additional paid-in capital
|
1,287,336
|
|
|
1,285,787
|
|
||
Accumulated deficit
|
(1,239,308
|
)
|
|
(1,227,671
|
)
|
||
Treasury stock — 1,623 shares in 2016 and 1,359 shares in 2015
|
(18,098
|
)
|
|
(15,355
|
)
|
||
Accumulated other comprehensive loss
|
(1,501
|
)
|
|
(1,585
|
)
|
||
Total stockholders' equity
|
28,699
|
|
|
41,446
|
|
||
Total liabilities and stockholders' equity
|
$
|
56,260
|
|
|
$
|
69,084
|
|
|
|
|
Additional
Paid-In
Capital
|
|
|
|
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Total Stockholders' Equity
|
|
|||||||||||||||
|
Common Stock
|
|
|
Accumulated
Deficit
|
|
Treasury
Stock
|
|
|
|
||||||||||||||||||
|
Shares
|
|
Amount
|
|
|
|
|
|
|
||||||||||||||||||
Balance, January 1, 2014
|
7,286
|
|
|
$
|
270
|
|
|
$
|
1,281,883
|
|
|
$
|
(1,208,337
|
)
|
|
$
|
(10,412
|
)
|
|
$
|
386
|
|
|
$
|
63,790
|
|
|
Exercise of stock options and warrants
|
100
|
|
|
—
|
|
|
1,641
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,641
|
|
|
||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
959
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
959
|
|
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,155
|
)
|
|
—
|
|
|
—
|
|
|
(12,155
|
)
|
|
||||||
Other comprehensive (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,265
|
)
|
|
(3,265
|
)
|
|
||||||
Balance, December 31, 2014
|
7,386
|
|
|
270
|
|
|
1,284,483
|
|
|
(1,220,492
|
)
|
|
(10,412
|
)
|
|
(2,879
|
)
|
|
50,970
|
|
|
||||||
Purchase of treasury shares
|
(502
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,943
|
)
|
|
—
|
|
|
(4,943
|
)
|
|
||||||
Exercise of stock options
|
98
|
|
|
—
|
|
|
140
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
140
|
|
|
||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
1,164
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,164
|
|
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,179
|
)
|
|
—
|
|
|
—
|
|
|
(7,179
|
)
|
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,294
|
|
|
1,294
|
|
|
||||||
Balance, December 31, 2015
|
6,982
|
|
|
270
|
|
|
1,285,787
|
|
|
(1,227,671
|
)
|
|
(15,355
|
)
|
|
(1,585
|
)
|
|
41,446
|
|
|
||||||
Purchase of treasury shares
|
(264
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,743
|
)
|
|
—
|
|
|
(2,743
|
)
|
|
||||||
Exercise of stock options
|
84
|
|
|
—
|
|
|
45
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
45
|
|
|
||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
1,504
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,504
|
|
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,637
|
)
|
|
—
|
|
|
—
|
|
|
(11,637
|
)
|
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
84
|
|
|
84
|
|
|
||||||
Balance, December 31, 2016
|
6,802
|
|
|
$
|
270
|
|
|
$
|
1,287,336
|
|
|
$
|
(1,239,308
|
)
|
|
$
|
(18,098
|
)
|
|
$
|
(1,501
|
)
|
|
$
|
28,699
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net loss
|
$
|
(11,637
|
)
|
|
$
|
(7,179
|
)
|
|
$
|
(12,155
|
)
|
(Income) loss from discontinued operations, net of taxes
|
—
|
|
|
371
|
|
|
(2,383
|
)
|
|||
Loss from continuing operations
|
(11,637
|
)
|
|
(6,808
|
)
|
|
(14,538
|
)
|
|||
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
1,845
|
|
|
2,062
|
|
|
2,051
|
|
|||
Share-based compensation expense
|
1,504
|
|
|
1,119
|
|
|
932
|
|
|||
Provision for doubtful accounts
|
(5
|
)
|
|
40
|
|
|
42
|
|
|||
Deferred income taxes
|
—
|
|
|
2,669
|
|
|
1,804
|
|
|||
Loss (gain) on disposition of property and equipment
|
110
|
|
|
(1
|
)
|
|
11
|
|
|||
Gain on sale of Tecnonet
|
—
|
|
|
(189
|
)
|
|
—
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts and other receivables
|
548
|
|
|
2,649
|
|
|
186
|
|
|||
Inventories
|
754
|
|
|
127
|
|
|
2,878
|
|
|||
Other assets
|
(651
|
)
|
|
2,002
|
|
|
(221
|
)
|
|||
Accounts payable
|
2,602
|
|
|
(1,420
|
)
|
|
(1,035
|
)
|
|||
Accrued liabilities
|
(275
|
)
|
|
(761
|
)
|
|
(1,672
|
)
|
|||
Income tax payable
|
53
|
|
|
(39
|
)
|
|
38
|
|
|||
Deferred revenue
|
(1,819
|
)
|
|
(745
|
)
|
|
1,662
|
|
|||
Other current and long term liabilities
|
(239
|
)
|
|
(540
|
)
|
|
(80
|
)
|
|||
Cash provided by (used in) operating activities - continuing operations
|
(7,210
|
)
|
|
165
|
|
|
(7,942
|
)
|
|||
Cash provided by operating activities - discontinued operations
|
—
|
|
|
8,438
|
|
|
3,806
|
|
|||
Net cash provided by (used in) operating activities
|
(7,210
|
)
|
|
8,603
|
|
|
(4,136
|
)
|
|||
|
|
|
|
|
|
||||||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Purchases of property and equipment
|
(786
|
)
|
|
(1,375
|
)
|
|
(1,314
|
)
|
|||
Purchases of intangible assets
|
(163
|
)
|
|
—
|
|
|
(650
|
)
|
|||
Decrease (increase) in restricted time deposits
|
4,919
|
|
|
(4,955
|
)
|
|
13
|
|
|||
Proceeds from sale of property and equipment
|
2
|
|
|
9
|
|
|
—
|
|
|||
Proceeds from sale of Tecnonet, net of cash divested and transaction costs in 2015
|
4,789
|
|
|
8,688
|
|
|
—
|
|
|||
Cash provided by (used in) investing activities - continuing operations
|
8,761
|
|
|
2,367
|
|
|
(1,951
|
)
|
|||
Cash used in investing activities - discontinued operations
|
—
|
|
|
(81
|
)
|
|
(177
|
)
|
|||
Net cash provided by (used in) investing activities
|
8,761
|
|
|
2,286
|
|
|
(2,128
|
)
|
|||
|
|
|
|
|
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from exercise of stock options
|
145
|
|
|
190
|
|
|
72
|
|
|||
Payments for shares repurchased for tax withholdings on vesting of restricted stock awards
|
(100
|
)
|
|
(50
|
)
|
|
(87
|
)
|
|||
Purchase of treasury shares
|
(2,743
|
)
|
|
(4,943
|
)
|
|
—
|
|
|||
Cash used in financing activities - continuing operations
|
(2,698
|
)
|
|
(4,803
|
)
|
|
(15
|
)
|
|||
Cash provided by (used in) financing activities - discontinued operations
|
—
|
|
|
(1,649
|
)
|
|
1,795
|
|
|||
Net cash provided by (used in) financing activities
|
(2,698
|
)
|
|
(6,452
|
)
|
|
1,780
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
94
|
|
|
(690
|
)
|
|
(685
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
(1,053
|
)
|
|
3,747
|
|
|
(5,169
|
)
|
|||
Cash and cash equivalents, beginning of year
|
26,169
|
|
|
22,422
|
|
|
27,591
|
|
|||
Cash and cash equivalents, end of year
|
25,116
|
|
|
26,169
|
|
|
22,422
|
|
|||
Less cash and equivalents of discontinued operations, end of year
|
—
|
|
|
—
|
|
|
6,280
|
|
|||
Cash and cash equivalents, end of year
|
$
|
25,116
|
|
|
$
|
26,169
|
|
|
$
|
16,142
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
||||||
Cash paid during year for interest
|
$
|
—
|
|
|
$
|
125
|
|
|
$
|
283
|
|
Cash paid during year for income taxes
|
$
|
155
|
|
|
$
|
1,825
|
|
|
$
|
1,791
|
|
Year ended:
|
|
Balance at
beginning
of period
|
|
Charged to
expense
|
|
Deductions
|
|
Effect of
foreign
currency
exchange
rates
|
|
Balance at
end of
period
|
|||||||
December 31, 2014
|
|
$
|
1,117
|
|
|
42
|
|
|
(91
|
)
|
|
(6
|
)
|
|
$
|
1,062
|
|
December 31, 2015
|
|
$
|
1,062
|
|
|
40
|
|
|
(38
|
)
|
|
(4
|
)
|
|
$
|
1,060
|
|
December 31, 2016
|
|
$
|
1,060
|
|
|
(5
|
)
|
|
(795
|
)
|
|
7
|
|
|
$
|
267
|
|
December 31:
|
|
2016
|
|
2015
|
||||
Raw materials
|
|
$
|
2,485
|
|
|
$
|
3,132
|
|
Work-in process
|
|
347
|
|
|
839
|
|
||
Finished goods
|
|
6,825
|
|
|
6,255
|
|
||
Total inventories
|
|
$
|
9,657
|
|
|
$
|
10,226
|
|
|
|
Life (years)
|
||
Asset category
|
|
From
|
|
To
|
Machinery and equipment
|
|
2
|
|
5
|
Computer hardware and software
|
|
3
|
|
7
|
Leasehold improvements
|
|
1
|
|
10
|
Furniture and fixtures
|
|
3
|
|
15
|
|
|
Cost
|
|
Fair Value
|
||||
December 31, 2015
|
|
$
|
1,807
|
|
|
$
|
1,807
|
|
Year Ended December 31:
|
|
2015
|
|
2014
|
||||
|
|
|
|
|
||||
Revenue:
|
|
|
|
|
||||
Product revenue
|
|
$
|
32,315
|
|
|
$
|
47,649
|
|
Service revenue
|
|
30,274
|
|
|
37,869
|
|
||
Total revenue
|
|
62,589
|
|
|
85,518
|
|
||
Cost of Revenue:
|
|
|
|
|
||||
Cost of product
|
|
28,472
|
|
|
42,883
|
|
||
Cost of services
|
|
24,181
|
|
|
29,458
|
|
||
Total cost of revenue
|
|
52,653
|
|
|
72,341
|
|
||
Gross profit
|
|
9,936
|
|
|
13,177
|
|
||
Selling, general and administrative
(1)
|
|
6,574
|
|
|
7,615
|
|
||
Operating income
|
|
3,362
|
|
|
5,562
|
|
||
Interest expense
|
|
(124
|
)
|
|
(305
|
)
|
||
Cumulative translation loss recognized upon sale of Tecnonet
|
|
(2,180
|
)
|
|
—
|
|
||
Other expense, net
|
|
(307
|
)
|
|
(444
|
)
|
||
Income from discontinued operations before income taxes
|
|
751
|
|
|
4,813
|
|
||
Provision for income taxes
|
|
1,311
|
|
|
2,430
|
|
||
Income (loss) from discontinued operations, net of tax
|
|
(560
|
)
|
|
2,383
|
|
||
Gain on sale of Tecnonet, net of tax
|
|
189
|
|
|
—
|
|
||
Net income (loss) from discontinued operations, net of income taxes
|
|
$
|
(371
|
)
|
|
$
|
2,383
|
|
December 31:
|
|
2016
|
|
2015
|
||||
Machinery and equipment
|
|
$
|
9,026
|
|
|
$
|
8,557
|
|
Computer hardware and software
|
|
6,080
|
|
|
6,512
|
|
||
Leasehold improvements
|
|
2,041
|
|
|
2,406
|
|
||
Furniture and fixtures
|
|
382
|
|
|
438
|
|
||
Construction in progress
|
|
53
|
|
|
119
|
|
||
Total property and equipment, at cost
|
|
17,582
|
|
|
18,032
|
|
||
Less — accumulated depreciation and amortization
|
|
(14,452
|
)
|
|
(13,982
|
)
|
||
Total property and equipment
|
|
$
|
3,130
|
|
|
$
|
4,050
|
|
Year ending December 31,
|
|
Estimated Amortization Expense
|
||
2017
|
|
$
|
305
|
|
2018
|
|
247
|
|
|
2019
|
|
247
|
|
|
2020
|
|
149
|
|
|
2021
|
|
110
|
|
|
Thereafter
|
|
6
|
|
|
Total
|
|
$
|
1,064
|
|
December 31:
|
|
2016
|
|
2015
|
||||
Payroll and related
|
|
$
|
5,552
|
|
|
$
|
6,514
|
|
Professional fees
|
|
1,185
|
|
|
1,284
|
|
||
Non-income taxes
|
|
489
|
|
|
483
|
|
||
Product warranty
|
|
587
|
|
|
593
|
|
||
Severance and other employee related costs
|
|
643
|
|
|
—
|
|
||
Other
|
|
739
|
|
|
1,098
|
|
||
Total accrued liabilities
|
|
$
|
9,195
|
|
|
$
|
9,972
|
|
Year ended December 31:
|
|
2016
|
|
2015
|
|
2014
|
||||||
United States
|
|
$
|
(8,499
|
)
|
|
$
|
(3,308
|
)
|
|
$
|
(7,993
|
)
|
Foreign
|
|
(2,816
|
)
|
|
(629
|
)
|
|
(4,672
|
)
|
|||
Loss from continuing operations before provision for income taxes
|
|
$
|
(11,315
|
)
|
|
$
|
(3,937
|
)
|
|
$
|
(12,665
|
)
|
Year ended December 31:
|
|
2016
|
|
2015
|
|
2014
|
||||||
Current:
|
|
|
|
|
|
|
||||||
State
|
|
$
|
4
|
|
|
$
|
49
|
|
|
$
|
(89
|
)
|
Foreign
|
|
318
|
|
|
144
|
|
|
68
|
|
|||
Total current
|
|
322
|
|
|
193
|
|
|
(21
|
)
|
|||
Deferred:
|
|
|
|
|
|
|
||||||
Foreign
|
|
—
|
|
|
2,678
|
|
|
1,894
|
|
|||
Total deferred
|
|
—
|
|
|
2,678
|
|
|
1,894
|
|
|||
Provision for income taxes
|
|
$
|
322
|
|
|
$
|
2,871
|
|
|
$
|
1,873
|
|
December 31:
|
|
2016
|
|
2015
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Net operating losses
|
|
$
|
92,176
|
|
|
$
|
91,893
|
|
Allowance for doubtful accounts
|
|
118
|
|
|
365
|
|
||
Inventory reserve
|
|
2,413
|
|
|
3,161
|
|
||
Accrued liabilities
|
|
2,397
|
|
|
2,794
|
|
||
Other
|
|
4,162
|
|
|
4,697
|
|
||
Total deferred tax assets
|
|
101,266
|
|
|
102,910
|
|
||
Valuation allowance
|
|
(100,810
|
)
|
|
(102,747
|
)
|
||
Net deferred tax assets
|
|
456
|
|
|
163
|
|
||
|
|
|
|
|
||||
Deferred tax liabilities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
(456
|
)
|
|
(163
|
)
|
||
Total deferred tax liabilities
|
|
(456
|
)
|
|
(163
|
)
|
||
Total deferred income taxes
|
|
$
|
—
|
|
|
$
|
—
|
|
December 31:
|
|
2016
|
|
2015
|
|
2014
|
||||||
Balance at beginning of period
|
|
$
|
(103
|
)
|
|
$
|
(139
|
)
|
|
$
|
(133
|
)
|
(Increase) decrease in valuation allowance
|
|
2
|
|
|
36
|
|
|
(6
|
)
|
|||
Balance at end of period
|
|
$
|
(101
|
)
|
|
$
|
(103
|
)
|
|
$
|
(139
|
)
|
December 31:
|
|
2016
|
|
2015
|
|
2014
|
||||||
Balance at beginning of period
|
|
$
|
(81
|
)
|
|
$
|
(100
|
)
|
|
$
|
(134
|
)
|
Reductions related to prior year positions
|
|
43
|
|
|
19
|
|
|
34
|
|
|||
Balance at end of period
|
|
$
|
(38
|
)
|
|
$
|
(81
|
)
|
|
$
|
(100
|
)
|
December 31:
|
|
2016
|
|
2015
|
||||
Liability for social contribution
(1)
|
|
$
|
2,643
|
|
|
$
|
2,729
|
|
Long-term portion of deferred revenue
|
|
797
|
|
|
1,036
|
|
||
Other
|
|
38
|
|
|
81
|
|
||
Total Long-term liabilities
|
|
$
|
3,478
|
|
|
$
|
3,846
|
|
(1)
|
Represents statutory post-employment benefits related to Israeli operations.
|
Year ending December 31:
|
|
Operating leases
|
||
2017
|
|
$
|
984
|
|
2018
|
|
607
|
|
|
2019
|
|
400
|
|
|
2020
|
|
251
|
|
|
Total
|
|
$
|
2,242
|
|
|
|
Severance and Other employee related costs
|
|
Facility Closures and Asset impairments
|
||||
Balance at January 1, 2016
|
|
$
|
—
|
|
|
$
|
—
|
|
Provision for cost saving measures
|
|
1,557
|
|
|
166
|
|
||
Cash payments made
|
|
(914
|
)
|
|
(63
|
)
|
||
Balance at December 31, 2016
|
|
$
|
643
|
|
|
$
|
103
|
|
|
|
Balance at beginning of period
|
|
Cost of warranty claims
|
|
Accruals for product warranties
|
|
Balance at
end of
period
|
||||||||
December 31, 2014
|
|
$
|
578
|
|
|
$
|
(17
|
)
|
|
$
|
55
|
|
|
$
|
616
|
|
December 31, 2015
|
|
$
|
616
|
|
|
$
|
—
|
|
|
$
|
(23
|
)
|
|
$
|
593
|
|
December 31, 2016
|
|
$
|
593
|
|
|
$
|
(72
|
)
|
|
$
|
66
|
|
|
$
|
587
|
|
Year Ended December 31:
|
|
2016
|
|
2015
|
|
2014
|
||||||
Cost of goods sold
|
|
$
|
105
|
|
|
$
|
131
|
|
|
$
|
113
|
|
Product development and engineering
|
|
222
|
|
|
232
|
|
|
166
|
|
|||
Selling, general and administrative
|
|
1,177
|
|
|
756
|
|
|
653
|
|
|||
Total share-based compensation expense
(1)
|
|
$
|
1,504
|
|
|
$
|
1,119
|
|
|
$
|
932
|
|
(1)
|
Income tax benefits realized from stock option exercises and similar awards were immaterial in all periods.
|
Year ended December 31:
|
|
2016
|
|
2015
|
|
2014
|
|||
Risk-free interest rate
|
|
1.4
|
%
|
|
1.7
|
%
|
|
2.0
|
%
|
Dividend yield
(1)
|
|
—
|
|
|
—
|
|
|
—
|
|
Volatility
|
|
46
|
%
|
|
43
|
%
|
|
50
|
%
|
Expected life (in years)
|
|
5.9
|
|
|
5.9
|
|
|
5.9
|
|
(1)
|
As the Company does not pay a dividend on a regular basis, and dividends paid in the past have been special in nature, a dividend rate of zero was used.
|
|
|
Shares
under option
|
|
Weighted average
exercise price
|
|
Weighted average
remaining contractual term
(in years)
|
|
Aggregate
intrinsic value
|
|||||||||
Balance as of December 31, 2013
|
|
349,454
|
|
|
|
$
|
28.15
|
|
|
|
|
4.34
|
|
|
$
|
48,939
|
|
Granted
|
|
198,647
|
|
|
|
$
|
14.11
|
|
|
|
|
|
|
|
|
||
Exercised
|
|
(6,812
|
)
|
|
|
$
|
10.55
|
|
|
|
|
|
|
|
|
||
Forfeited
|
|
(133,339
|
)
|
|
|
$
|
26.58
|
|
|
|
|
|
|
|
|
||
Balance as of December 31, 2014
|
|
407,950
|
|
|
|
$
|
22.12
|
|
|
|
|
4.89
|
|
|
$
|
22,479
|
|
Granted
|
|
255,914
|
|
|
|
$
|
10.46
|
|
|
|
|
|
|
|
|
||
Exercised
|
|
(16,878
|
)
|
|
|
$
|
11.27
|
|
|
|
|
|
|
|
|
||
Forfeited
|
|
(183,073
|
)
|
|
|
$
|
23.84
|
|
|
|
|
|
|
|
|
||
Balance as of December 31, 2015
|
|
463,913
|
|
|
|
$
|
15.10
|
|
|
|
|
7.96
|
|
|
$
|
614,591
|
|
Granted
|
|
245,539
|
|
|
|
$
|
10.93
|
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
(15,415
|
)
|
|
|
$
|
9.42
|
|
|
|
|
|
|
|
|
|
|
Forfeited
|
|
(94,064
|
)
|
|
|
$
|
20.77
|
|
|
|
|
|
|
|
|
|
|
Outstanding, December 31, 2016
|
|
599,973
|
|
|
|
$
|
12.68
|
|
|
|
|
8.05
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Vested and expected to vest, December 31, 2016
|
|
544,232
|
|
|
|
$
|
12.86
|
|
|
|
|
7.94
|
|
|
$
|
—
|
|
Exercisable, December 31, 2016
|
|
219,956
|
|
|
|
$
|
15.57
|
|
|
|
|
6.48
|
|
|
$
|
—
|
|
Range of Exercise prices
|
|
Options
outstanding
as of
December 31,
2016
|
|
Weighted
average
remaining
contractual
life (years)
|
|
Weighted
average
exercise
price
|
|
Options
exercisable
as of
December 31,
2016
|
|
Weighted
average
exercise
price of
exercisable
options
|
||||||
$9.10 - $9.20
|
|
21,998
|
|
|
6.86
|
|
$
|
9.12
|
|
|
18,609
|
|
|
$
|
9.10
|
|
$9.63 - $9.63
|
|
155,636
|
|
|
8.26
|
|
$
|
9.63
|
|
|
64,315
|
|
|
$
|
9.63
|
|
$9.72 - $10.55
|
|
14,007
|
|
|
5.59
|
|
$
|
10.06
|
|
|
12,675
|
|
|
$
|
10.09
|
|
$10.95 - $10.95
|
|
225,650
|
|
|
9.42
|
|
$
|
10.95
|
|
|
—
|
|
|
$
|
—
|
|
$12.12 - $13.40
|
|
63,416
|
|
|
8.38
|
|
$
|
12.78
|
|
|
30,086
|
|
|
$
|
12.94
|
|
$13.46 - $14.51
|
|
81,030
|
|
|
6.81
|
|
$
|
14.27
|
|
|
57,701
|
|
|
$
|
14.23
|
|
$16.80 - $27.60
|
|
19,461
|
|
|
4.75
|
|
$
|
23.79
|
|
|
17,795
|
|
|
$
|
24.18
|
|
$29.80 - $29.80
|
|
4,150
|
|
|
0.92
|
|
$
|
29.80
|
|
|
4,150
|
|
|
$
|
29.80
|
|
$32.00 - $32.00
|
|
1,200
|
|
|
1.33
|
|
$
|
32.00
|
|
|
1,200
|
|
|
$
|
32.00
|
|
$52.60 - $52.60
|
|
13,425
|
|
|
0.54
|
|
$
|
52.60
|
|
|
13,425
|
|
|
$
|
52.60
|
|
$9.10 - $52.60
|
|
599,973
|
|
|
8.05
|
|
$
|
12.68
|
|
|
219,956
|
|
|
$
|
15.57
|
|
|
|
Number of Restricted Stock Awards
|
|
Weighted Average
Grant Date Fair Value Per Share
|
|
Aggregate
intrinsic value
|
|||||||
Balance as of December 31, 2013
|
|
81,193
|
|
|
|
$
|
9.94
|
|
|
|
$
|
870,399
|
|
Granted
|
|
100,355
|
|
|
|
$
|
13.91
|
|
|
|
|
||
Released
|
|
(39,238
|
)
|
|
|
$
|
10.08
|
|
|
|
|
||
Canceled
|
|
(39,276
|
)
|
|
|
$
|
12.45
|
|
|
|
|
||
Balance as of December 31, 2014
|
|
103,034
|
|
|
|
$
|
12.80
|
|
|
|
$
|
1,023,128
|
|
Granted
|
|
95,587
|
|
|
|
$
|
10.58
|
|
|
|
|
||
Released
|
|
(41,136
|
)
|
|
|
$
|
12.58
|
|
|
|
|
||
Canceled
|
|
(14,306
|
)
|
|
|
$
|
12.79
|
|
|
|
|
||
Balance as of December 31, 2015
|
|
143,179
|
|
|
|
$
|
11.38
|
|
|
|
$
|
1,749,647
|
|
Granted
|
|
90,869
|
|
|
|
$
|
10.95
|
|
|
|
|
|
|
Released
|
|
(65,766
|
)
|
|
|
$
|
11.23
|
|
|
|
|
|
|
Canceled
|
|
(22,326
|
)
|
|
|
$
|
11.94
|
|
|
|
|
|
|
Outstanding, December 31, 2016
|
|
145,956
|
|
|
|
$
|
11.14
|
|
|
|
$
|
1,189,541
|
|
Year ended December 31:
|
|
2016
|
|
2015
|
|
2014
|
||||||
Total intrinsic value of stock options exercised
|
|
$
|
34
|
|
|
$
|
42
|
|
|
$
|
17
|
|
Cash received from stock options exercised
|
|
$
|
145
|
|
|
$
|
190
|
|
|
$
|
72
|
|
Total value of restricted shares vested
|
|
$
|
697
|
|
|
$
|
380
|
|
|
$
|
525
|
|
Year Ended December 31:
|
|
2016
|
|
% of revenue
|
|
2015
|
|
% of revenue
|
|
2014
|
|
% of revenue
|
|||||||||
United States
|
|
$
|
39,727
|
|
|
49
|
%
|
|
$
|
42,933
|
|
|
49
|
%
|
|
$
|
51,036
|
|
|
59
|
%
|
Americas (Excluding the U.S.)
|
|
8,250
|
|
|
10
|
%
|
|
6,828
|
|
|
8
|
%
|
|
1,507
|
|
|
2
|
%
|
|||
Europe
|
|
14,531
|
|
|
18
|
%
|
|
19,463
|
|
|
22
|
%
|
|
20,478
|
|
|
24
|
%
|
|||
Asia Pacific
|
|
17,807
|
|
|
23
|
%
|
|
18,975
|
|
|
21
|
%
|
|
13,517
|
|
|
15
|
%
|
|||
Total
|
|
$
|
80,315
|
|
|
100
|
%
|
|
$
|
88,199
|
|
|
100
|
%
|
|
$
|
86,538
|
|
|
100
|
%
|
December 31:
|
|
2016
|
|
2015
|
||||
United States
|
|
$
|
2,336
|
|
|
$
|
2,808
|
|
Americas (Excluding the U.S.)
|
|
—
|
|
|
—
|
|
||
Europe
1
|
|
782
|
|
|
1,223
|
|
||
Asia Pacific
|
|
12
|
|
|
19
|
|
||
Total
|
|
$
|
3,130
|
|
|
$
|
4,050
|
|
Year ended December 31:
|
|
2016
|
|
2015
|
|
2014
|
||||||
Interest income
|
|
$
|
39
|
|
|
$
|
1
|
|
|
$
|
5
|
|
Gain (loss) on foreign currency transactions
|
|
(310
|
)
|
|
(133
|
)
|
|
441
|
|
|||
Other (expense) income, net
|
|
5
|
|
|
84
|
|
|
225
|
|
|||
Total
|
|
$
|
(266
|
)
|
|
$
|
(48
|
)
|
|
$
|
671
|
|
Three months ended:
|
|
March 31,
2016 |
|
June 30,
2016 |
|
September 30,
2016 |
|
December 31,
2016 |
||||||||
Revenue
|
|
$
|
18,882
|
|
|
$
|
21,584
|
|
|
$
|
18,947
|
|
|
$
|
20,902
|
|
Cost of sales
|
|
9,079
|
|
|
11,513
|
|
|
9,981
|
|
|
10,636
|
|
||||
Gross profit
|
|
9,803
|
|
|
10,071
|
|
|
8,966
|
|
|
10,266
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|
||||||||
Product development and engineering
|
|
5,344
|
|
|
5,125
|
|
|
4,937
|
|
|
5,075
|
|
||||
Selling, general and administrative
|
|
8,017
|
|
|
7,007
|
|
|
6,931
|
|
|
7,719
|
|
||||
Total operating expenses
|
|
13,361
|
|
|
12,132
|
|
|
11,868
|
|
|
12,794
|
|
||||
Operating loss
|
|
(3,558
|
)
|
|
(2,061
|
)
|
|
(2,902
|
)
|
|
(2,528
|
)
|
||||
Other income (loss), net
|
|
(277
|
)
|
|
74
|
|
|
(180
|
)
|
|
117
|
|
||||
Loss before provision for income taxes
|
|
(3,835
|
)
|
|
(1,987
|
)
|
|
(3,082
|
)
|
|
(2,411
|
)
|
||||
Provision for income taxes
|
|
61
|
|
|
36
|
|
|
31
|
|
|
194
|
|
||||
Net loss
|
|
$
|
(3,896
|
)
|
|
$
|
(2,023
|
)
|
|
$
|
(3,113
|
)
|
|
$
|
(2,605
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Net loss per share — basic and diluted
|
|
$
|
(0.56
|
)
|
|
$
|
(0.29
|
)
|
|
$
|
(0.45
|
)
|
|
$
|
(0.38
|
)
|
Basic and diluted weighted average shares
|
|
6,981
|
|
|
7,092
|
|
|
6,868
|
|
|
6,808
|
|
Three months ended:
|
|
March 31,
2015 |
|
June 30,
2015 |
|
September 30,
2015 |
|
December 31,
2015 |
||||||||
Revenue
|
|
$
|
22,185
|
|
|
$
|
24,519
|
|
|
$
|
22,933
|
|
|
$
|
18,562
|
|
Cost of sales
|
|
10,641
|
|
|
12,560
|
|
|
10,819
|
|
|
8,599
|
|
||||
Gross profit
|
|
11,544
|
|
|
11,959
|
|
|
12,114
|
|
|
9,963
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|
||||||||
Product development and engineering
|
|
5,125
|
|
|
5,310
|
|
|
4,901
|
|
|
5,112
|
|
||||
Selling, general and administrative
|
|
7,736
|
|
|
7,379
|
|
|
7,281
|
|
|
6,570
|
|
||||
Total operating expenses
|
|
12,861
|
|
|
12,689
|
|
|
12,182
|
|
|
11,682
|
|
||||
Operating loss
|
|
(1,317
|
)
|
|
(730
|
)
|
|
(68
|
)
|
|
(1,719
|
)
|
||||
Interest expense
|
|
(14
|
)
|
|
(22
|
)
|
|
(11
|
)
|
|
(8
|
)
|
||||
Other income (loss), net
|
|
81
|
|
|
(296
|
)
|
|
188
|
|
|
(21
|
)
|
||||
Income (loss) from continuing operations before provision for income taxes
|
|
(1,250
|
)
|
|
(1,048
|
)
|
|
109
|
|
|
(1,748
|
)
|
||||
Provision (benefit) for income taxes
|
|
50
|
|
|
77
|
|
|
(39
|
)
|
|
2,783
|
|
||||
Income (loss) from continuing operations
|
|
(1,300
|
)
|
|
(1,125
|
)
|
|
148
|
|
|
(4,531
|
)
|
||||
Gain (loss) from discontinued operations
|
|
232
|
|
|
844
|
|
|
738
|
|
|
(2,185
|
)
|
||||
Net income (loss)
|
|
$
|
(1,068
|
)
|
|
$
|
(281
|
)
|
|
$
|
886
|
|
|
$
|
(6,716
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) per share — basic
|
|
|
|
|
|
|
|
|
||||||||
From continuing operations
|
|
$
|
(0.18
|
)
|
|
$
|
(0.16
|
)
|
|
$
|
0.02
|
|
|
$
|
(0.65
|
)
|
From discontinued operations
|
|
0.03
|
|
|
0.12
|
|
|
0.11
|
|
|
(0.31
|
)
|
||||
Net income (loss) per share — basic
|
|
$
|
(0.15
|
)
|
|
$
|
(0.04
|
)
|
|
$
|
0.13
|
|
|
$
|
(0.96
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) per share — diluted
|
|
|
|
|
|
|
|
|
||||||||
From continuing operations
|
|
$
|
(0.18
|
)
|
|
$
|
(0.16
|
)
|
|
$
|
0.02
|
|
|
$
|
(0.65
|
)
|
From discontinued operations
|
|
0.03
|
|
|
0.12
|
|
|
0.11
|
|
|
(0.31
|
)
|
||||
Net income (loss) per share — diluted
|
|
$
|
(0.15
|
)
|
|
$
|
(0.04
|
)
|
|
$
|
0.13
|
|
|
$
|
(0.96
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Basic weighted average shares
|
|
7,131
|
|
|
6,988
|
|
|
6,978
|
|
|
6,980
|
|
||||
Diluted weighted average shares
|
|
7,131
|
|
|
6,988
|
|
|
7,014
|
|
|
6,980
|
|
|
|
Form 10-K
Page No.
|
|
||
Consolidated Financial Statements:
|
|
|
|
||
|
||
|
||
|
||
|
||
|
Exhibit No.
|
Description
|
|
|
2.1
|
Stock Purchase Agreement, dated as of December 2, 2011, by and between MRV Communications, Inc., as Seller, and CES Holding SA, as Purchaser, represented for purpose of the Agreement by Vinci Capital Switzerland SA (incorporated by reference from Exhibit 10.1 of Form 8-K filed on December 7, 2011)
|
2.2
|
Share Purchase Agreement, dated as of August 1, 2012, between the Company, as Seller, and IJ Next, as Purchaser in the presence of Holding Baelen Gaillard (incorporated by reference from Exhibit 10.1 of Form 8-K filed on August 7, 2012)
|
2.3
|
Representations and Warranties Agreement, dated as of August 1, 2012, between the Company, as warrantor, and IJ Next, as beneficiary (incorporated by reference from Exhibit 10.2 of Form 8-K filed on August 7, 2012)
|
2.4
|
Stock Purchase Agreement, dated as of September 11, 2012, by and between the Company as Seller, and Deltaco Aktiebolag, as Purchaser (incorporated by reference from Exhibit 10.1 of Form 8-K filed on September 12, 2012)
|
2.5
|
Share Sale and Purchase Agreement, dated as of August 7, 2015, between MRV Communications, Inc. and Maticmind S.p.A. (incorporated by reference from Exhibit 4.1 of Form 8-K filed on August 10, 2015)
|
3.1
|
Amended and Restated Certificate of Incorporation of MRV Communications, Inc. (incorporated by reference from Exhibit 4.1 of Form 10-Q for the quarter ended June 30, 2007)
|
3.2
|
Amended and Restated Certificate of Incorporation of MRV Communications, Inc., as amended by a Certificate of Ownership and Merger on July 31, 2009 (incorporated by reference from Exhibit 3.1 on Form 10-Q for the quarter ended September 30, 2012)
|
3.3
|
Certificate of Amendment of the Amended and Restated Certificate of Incorporation of MRV Communications, Inc., filed on December 19, 2012 (incorporated by reference from Exhibit 3.3 of Form 10-K for the year ended December 31, 2012)
|
3.4
|
Bylaws of MRV Communications, Inc., as amended through October 5, 2009 (incorporated by reference from Exhibit 3.1 of Form 8-K filed on October 6, 2009)
|
3.5
|
Bylaws of MRV Communications, Inc. as amended through November 8, 2013 (incorporated by reference from Exhibit 3.1 on Form 10-Q for the quarter ended September 30, 2013)
|
3.6
|
Amended and Restated Bylaws of MRV Communications, Inc. as amended through November 5, 2014 (incorporated by reference from Exhibit 3.1 on Form 10-Q for the quarter ended September 30, 2014)
|
3.7
|
Certificate of Designations of Series A Junior Participating Preferred Stock of MRV Communications,
Inc. (incorporated by reference from Exhibit 3.1 of Form 8-K filed on January 26, 2016)
|
4.1
|
Specimen certificate of Common Stock (incorporated by reference to Exhibit 4.5 of Form S-3 (file No. 333-64017) filed on September 9, 1998)
|
4.2
|
Warrant Agreement dated as of July 16, 2013 between MRV Communications, Inc. and American Stock Transfer and Trust Company (incorporated by reference from Exhibit 4.1 on Form 10-Q for the quarter ended June 30, 2013)
|
4.3
|
Rights Agreement, dated as of January 26, 2016, between MRV Communications, Inc. and American
Stock Transfer & Trust Company, LLC, as Rights Agent, which includes the Form of Certificate of
Designations as Exhibit A, Form of Right Certificate as Exhibit B and the Summary of Rights to
Purchase Preferred Shares as Exhibit C (incorporated by reference from Exhibit 4.1 of Form 8-K filed on January 26, 2016)
|
10.1
|
Employment Agreement, dated February 1, 2013, by and between the Company and David Stehlin (incorporated by reference from Exhibit 10.2 of Form 8-K filed on February 4, 2013)
|
10.2
|
Engagement Agreement, dated February 23, 2012, by and between the Company and Avant Advisory Group, LLC (incorporated by reference from Exhibit 10.1 of Form 8-K filed on April 3, 2012)
|
10.3
|
Employment Agreement, dated October 10, 2012, by and between the Company and Stephen Garcia (incorporated by reference from Exhibit 10.1 of Form 8-K filed on October 11, 2012)
|
10.4
|
Form of Executive Severance Agreement, by and between the Company and the Executive (incorporated by reference from Exhibit 10.2 of Form 8-K filed on May 27, 2010)
|
10.5
|
Letter Agreement, dated February 8, 2012, by and between the Company and Jennifer Hankes Painter (incorporated by reference from Exhibit 10.2 of Form 8-K filed on February 8, 2012)
|
10.6
|
Letter Agreement, dated February 8, 2012, by and between the Company and Barry R. Gorsun (incorporated by reference from Exhibit 10.1 of Form 8-K filed on February 8, 2012)
|
10.7
|
Separation and Consulting Agreement, dated January 31, 2013, by and between the Company and Barry Gorsun (incorporated by reference from Exhibit 10.1 of Form 8-K filed on February 4, 2013)
|
10.8
|
Separation and Transition Agreement, dated January 20, 2012, by and between the Company and Chris King (incorporated by reference from Exhibit 10.1 of Form 8-K filed on January 24, 2012)
|
10.9
|
Separation and Release Agreement, dated December 5, 2011, by and between the Company and Dilip Singh (incorporated by reference from Exhibit 10.1 of Form 8-K filed on December 6, 2011)
|
10.10
|
Separation and Transition Agreement, dated January 23, 2012, by and between the Company and Blima Tuller (incorporated by reference from Exhibit 10.2 of Form 8-K filed on January 24, 2012)
|
10.11
|
Notice of Grant of Non-Qualified Stock Option Award to Dilip Singh (incorporated by reference from Exhibit 4.1 of Form S-8 (file no. 333-168910) filed on August 17, 2010)
|
10.12
|
MRV Communications, Inc. 2007 Omnibus Incentive Plan (incorporated by reference from Exhibit 4.1 of Form S-8 (file no. 333-167971) filed on July 2, 2010)
|
10.13
|
Amendment to MRV Communications, Inc. 2007 Omnibus Incentive Plan dated November 5, 2012 (incorporated by reference from Exhibit 10.6 of Form 10-Q for the quarter ended September 30, 2012)
|
10.14
|
Form of Notice of Grant and Agreement for Non-Qualified Stock Option Awards for employees under the 2007 Omnibus Incentive Plan for 2007 - 2010 (incorporated by reference from Exhibit 10.8 of Form 10-K filed on October 8, 2009)
|
10.15
|
Form of Notice of Grant and Agreement for Non-Qualified Stock Option Awards for employees under the 2007 Omnibus Incentive Plan for 2011 - present (incorporated by reference from Exhibit 10.2 of Form 8-K filed on March 15, 2011)
|
10.16
|
Form of Notice of Grant and Agreement for Non-Qualified Stock Option Awards for directors under the 2007 Omnibus Incentive Plan for the years 2007 - 2008 (incorporated by reference from Exhibit 10.9 of Form 10-K filed on October 8, 2009)
|
10.17
|
Form of Notice of Grant and Agreement for Non-Qualified Stock Option Awards for directors under the 2007 Omnibus Incentive Plan for 2010 - present (incorporated by reference from Exhibit 4.3 of Form S-8 (file no. 333-167971) filed on July 2, 2010)
|
10.18
|
Form of Notice of Grant and Agreement for Restricted Stock Award for directors under the 2007 Omnibus Incentive Plan (incorporated by reference from Exhibit 4.4 of Form S-8 (file no. 333-167971) filed on July 2, 2010)
|
10.19
|
Non-Director and Non-Executive Officer Consolidated Long-Term Stock Incentive Plan (incorporated by reference from Exhibit 4.1 of Form S-8 (file no. 333-107109) filed on July 17, 2003)
|
10.20
|
Form of Non-Director and Non-Executive Officer Consolidated Long-Term Stock Incentive Plan Award Agreement (incorporated by reference to Exhibit 4.2 of Form S-8 (file no. 333-107109) filed on July 17, 2003)
|
10.21
|
1997 Incentive and Nonstatutory Stock Option Plan, as amended (incorporated by reference from Exhibit 10.8 of Form 10-K filed on October 8, 2009)
|
10.22
|
Form of Stock Option Agreement under the 1997 Incentive and Nonstatutory Stock Option Plan (incorporated by reference from Exhibit 4.2 of Form S-8 (file no. 333-87735) filed on September 24, 1999)
|
10.23
|
Agreement, dated October 17, 2011, by and among the Company, Charles M. Gillman, Joan E. Herman, Michael E. Keane, Michael J. McConnell, Igal Shidlovsky, Kenneth Shubin Stein, Dilip Singh, Philippe Tartavull, Spencer Capital Management and Boston Avenue Capital LLC (incorporated by reference from Exhibit 10.1 of Form 8-K filed on October 21, 2011)
|
10.24
|
Share Purchase Agreement, dated as of August 17, 2012, by and among T2 Accredited Fund, L.P., T2 Qualified Fund, L.P. and Tilson Offshore Fund, Ltd., and the Company as Purchaser (incorporated by reference from Exhibit 10.1 of Form 8-K filed on August 20, 2012)
|
10.25
|
Settlement and Mutual Release Agreement, dated as of June 11, 2012, by and among the Company, Source Photonics, Ying Lu, Jingchun Sun, Starry Holdings Limited, Min Wang and Chao Zhang (incorporated by reference from Exhibit 10.1 of Form 8-K filed on June 15, 2012)
|
10.26
|
Memorandum of Understanding, dated January 16, 2013, by and among the Plaintiffs, Individual Defendants and the company (incorporated by reference from Exhibit 10.1 of Form 8-K filed on January 17, 2013)
|
10.27
|
Form of Notice of Grant for Restricted Stock Award for executives under the 2007 Omnibus Incentive Plan, as amended (incorporated by reference from Exhibit 10.1 of Form 8-K filed on April 5, 2013)
|
10.28
|
Form of Notice of Grant of Non-Qualified Stock Option Award for executives under the 2007 Omnibus Incentive Plan, as amended (incorporated by reference from Exhibit 10.2 of Form 8-K filed on April 5, 2013)
|
10.29
|
Stipulation of Settlement (incorporated by reference from Exhibit 99.1 of Form 8-K filed on April 11, 2013)
|
10.30
|
Executive Management Incentive Plan - CEO (incorporated by reference from Exhibit 99.1 of Form 10-Q for the quarter ended June 30, 2013)
|
10.31
|
Executive Management Incentive Plan - CFO (incorporated by reference from Exhibit 99.2 of Form 10-Q for the quarter ended June 30, 2013)
|
10.32
|
Resignation Agreement, dated as of December 12, 2014, by and between the Company and David Stehlin (incorporated by reference from Exhibit 10.1 of Form 8-K filed on December 16, 2014)
|
10.33
|
Amended and Restated Employment Agreement, dated as of December 12, 2014, by and between the Company and Mark Bonney (incorporated by reference from Exhibit 10.2 of Form 8-K filed on December 16, 2014
|
10.34
|
MRV Communications, Inc. 2015 Long-Term Incentive Plan (incorporated by reference to Appendix A
of the Company’s Definitive Proxy Statement on Schedule 14A for the 2014 Annual Meeting of
Stockholders, filed on April 10, 2015)
|
10.35
|
Form of MRV Communications, Inc. 2015 Long-Term Incentive Plan Restricted Stock Agreement
(incorporated by reference from Exhibit 10.1 of Form 8-K filed on June 4, 2015)
|
10.36
|
Form of MRV Communications, Inc. 2015 Long-Term Incentive Plan Stock Option Agreement (incorporated by reference from Exhibit 10.2 of Form 8-K filed on June 4, 2015)
|
10.37
|
Change in Control Agreement, dated as of May 5, 2016, by and between the Company and Stephen G. Krulik (incorporated by reference from Exhibit 10.1 of May 5, 2016)
|
10.38
|
Letter Agreement, dated as of October 1, 2015, by and between the Company and Adam Scheer (incorporated by reference from Exhibit 10.1 of Form 8-K filed on December 27, 2016)
|
10.39
|
Amendment to Letter Agreement, dated as of September 27, 2016, by and between the Company and Adam Scheer (incorporated by reference from Exhibit 10.2 of Form 8-K filed on December 27, 2016)
|
21.1
|
Subsidiaries of the Registrant
|
23.1
|
Consent of Independent Registered Public Accounting Firm
|
31.1
|
Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
|
31.2
|
Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
|
32.1
|
Certification of the Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)
|
32.2
|
Certification of the Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)
|
101.INS
|
XBRL Instance Document (filed herewith)
|
101.SCH
|
XBRL Taxonomy Extension Schema Document (furnished herewith)
|
101.CAL
|
XBRL Taxonomy Calculation Linkbase Document (filed herewith)
|
101.LAB
|
XBRL Taxonomy Label Linkbase Document (filed herewith)
|
101.PRE
|
XBRL Taxonomy Presentation Linkbase Document (filed herewith)
|
101.DEF
|
XBRL Taxonomy Extension Definition Document (filed herewith)
|
|
|
MRV Communications, Inc.
|
|
|
By:
|
March 9, 2017
|
|
/s/ Mark J. Bonney
|
|
|
Mark J. Bonney
Chief Executive Officer
|
|
|
|
|
|
Principal Executive Officer:
|
March 9, 2017
|
|
/s/ Mark J. Bonney
|
|
|
Mark J. Bonney
Chief Executive Officer and Director
|
|
|
Principal Financial and Accounting Officer:
|
March 9, 2017
|
|
/s/ Stephen G. Krulik
|
|
|
Stephen G. Krulik
Chief Financial Officer
|
|
|
|
|
|
Board of Directors:
|
|
|
|
March 9, 2017
|
|
/s/ Kenneth H. Traub
|
|
|
Kenneth H. Traub
|
|
|
|
|
|
|
March 9, 2017
|
|
/s/ Robert Pons
|
|
|
Robert Pons
|
|
|
|
|
|
|
March 9, 2017
|
|
/s/ Brian Bellinger
|
|
|
Brian Bellinger
|
|
|
|
|
|
|
March 9, 2017
|
|
/s/ Jeannie Diefenderfer
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Jeannie Diefenderfer
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March 9, 2017
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/s/ Jeffrey Tuder
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Jeffrey Tuder
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1 Year MRV Communications, Inc. Chart |
1 Month MRV Communications, Inc. Chart |
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