Shareholders Want Changes at MRV Communications

Amid a backdrop of shareholder unrest, Chatsworth-based MRV Communications is headed in a new direction — though the desired destination is quite obscure to observers outside of the company’s inner circle. The company, a worldwide provider of optical communication systems and services, trades on the Pink Sheets and has a market value of about $152.9 million. Since December, MRV has lost its chief executive and four members of its board of directors, including its interim chairman. Its interim chief executive and vice president of finance also have announced their resignation. And the company recently hired a new chairman and vice chairman, both of whom are aligned with shareholder groups that are pushing for changes to MRV’s corporate structure and calling for increased shareholder value. For several months, shareholders including New Jersey-based Raging Capital Management LLC, New York-based Spencer Capital Management and Oklahoma-based Boston Avenue Capital LLC, whose portfolio is managed by MRV Director Charles Gillman, have advocated that MRV decrease the number of directors on the board, divest of certain business units, return cash to stockholders and quickly move to regain a listing on the NASDAQ. Since last fall, the shareholder groups have made traction on those goals and have pushed to have some of their own leading the charge. In September, Raging Capital recommended Kenneth Traub to the board, and New Jersey-based Singer Children’s Management Trust — who also pushed to increase shareholder value — recommended Robert Pons to the board. In October, MRV announced a $75 million dividend to shareholders. In December, the company announced plans to sell a Swiss subsidiary for $24.6 million. On Jan. 23, the company announced Traub as the new chairman of the board and Pons as vice chairman. That same day it announced its CFO and Interim CEO Chris King and Vice President of Finance Blima Tuller would leave the company. King and Tuller agreed to stay on to help the transition to new management; public filings show they’ll stay on until March 30 or when the firm files its annual report, whichever is later. A company spokesman did not return calls and an e-mail requesting comment for this article. Attempts to reach representatives of the most active shareholder groups, Raging Capital and Boston Avenue, also were unsuccessful. “We will focus on a clear strategic plan to maximize the return of capital to our stockholders,” Traub said, in a statement announcing his position as chairman. The changes at the company thus far suggest insiders may be aiming to liquidate all assets and generate a massive payday to investors, or else sell off certain units and take the company private, said analyst David Kang of Los Angeles-based B. Riley & Co. Either scenario likely would mean cuts to the company’s workforce. As of Dec. 31, 2010, MRV had 743 full-time employees, with 567 of those jobs located outside of the U.S., according to MRV’s 2010 annual report. Since then, MRV has shed a subsidiary and announced the sale of another so the number likly has changed. “Basically, the information flow hasn’t been all that great,” Kang said. “It’s been fairly secretive.” Attorney Fred Dorwart, who represented Gillman (a MRV board member and Boston Avenue portfolio manager) in the effort to increase shareholder value, said Gillman moved to realign “the interest of management with the shareholders.” Dorwart, who no longer represents Gillman, said the firm had accumulated “substantial amounts of cash” that the shareholder group thought was not effectively deployed. “Now, with the board members being representatives of substantial shareholders, essentially Boston Avenue Capital and Mr. Gillman have accomplished their objective,” Dorwart said. The number of directors on the board is down to four compared with eight in December. MRV has a turbulent history. From 2005 to 2008, the company reported losses. In June 2008, MRV announced that its historical financial statements were unreliable. It lost its listing on the NASDAQ in 2009 after it failed to timely file its quarterly and annual reports, proxy statement and hold an annual meeting. In its annual report for 2008, the company said there was a lack of control in its reporting process and handling of stock options, forcing it to restate its financial statements. In 2010, its longtime chief executive Noam Lotan stepped down, replaced by now-departed chief executive Dilip Singh, who was affiliated with a group who waged a proxy battle in 2009. Singh also was supported heavily by those at Boston Avenue in last year’s battle, but stepped down in December. Dorwart declined to comment on Singh’s resignation and the former executive could not be reached for comment. The company turned itself around financially in 2010. That year, MRV earned $50.78 million in profit. Last year wasn’t as rosy. MRV reported $62.45 million in revenue during the third quarter of 2011, down 5.5 percent when compared to the same period in 2010. Net income was $2.08 million, down 42 percent. In the first nine months of 2011, the company has recorded a $329,000 net loss due to its sale of TurnKey, a Swiss subsidiary. MRV has not said when it will announce its fourth quarter earnings