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EX-99.2 - EXHIBIT 99.2 - HARMONIC INChlit-20151027xex992newcfo.htm
EX-10.2 - EXHIBIT 10.2 - HARMONIC INChlit-20151027xex102cocharo.htm
EX-3.2 - EXHIBIT 3.2 - HARMONIC INChlit-20151027xex32bylaw.htm
EX-10.1 - EXHIBIT 10.1 - HARMONIC INChlit-20151027xex101cfooffe.htm
8-K - 8-K - HARMONIC INChlit-201510028xkerxq315cfo.htm


Exhibit 99.1
FOR IMMEDIATE RELEASE
Harmonic Announces Third Quarter 2015 Results
SAN JOSE, Calif.-October 27, 2015-Harmonic Inc. (NASDAQ: HLIT), the worldwide leader in video delivery infrastructure, announced today its preliminary and unaudited results for the third quarter of 2015.
Net revenue for the third quarter of 2015 was $83.3 million, compared with $103.1 million for the second quarter of 2015 and $108.1 million for the third quarter of 2014.
Bookings for the third quarter of 2015 were $74.6 million, compared with $99.3 million for the second quarter of 2015 and $97.8 million for the third quarter of 2014.
Total backlog and deferred revenue was $110.8 million as of October 2, 2015, compared to $120.6 million as of July 3, 2015.
GAAP net loss for the third quarter of 2015 was $(4.8) million, or $(0.05) per diluted share, compared with a GAAP net loss for the second quarter of 2015 of $(1.0) million, or $(0.01) per diluted share, and a GAAP net income of $1.1 million, or $0.01 per diluted share, for the third quarter of 2014.
Non-GAAP net loss for the third quarter of 2015 was $(0.2) million, or $0.00 per diluted share, compared with a non-GAAP net income for the second quarter of 2015 of $4.2 million, or $0.05 per diluted share, and a non-GAAP net income of $5.1 million, or $0.06 per diluted share, for the third quarter of 2014. See “Use of Non-GAAP Financial Measures” and “GAAP to Non-GAAP Reconciliations” below.
GAAP gross margin was 55.5% and GAAP operating margin was (7.5)% for the third quarter of 2015, compared with 52.7% and (0.3)%, respectively, for the second quarter of 2015, and 49.4% and (3.3)%, respectively, for the same period in 2014.
Non-GAAP gross margin was 56.3% and non-GAAP operating margin was (0.5)% for the third quarter of 2015, compared with 53.2% and 5.1%, respectively, for the second quarter of 2015, and 53.6% and 6.2%, respectively, for the same period in 2014. See “Use of Non-GAAP Financial Measures” and “GAAP to Non-GAAP Reconciliations” below.
Total cash, cash equivalents and short-term investments were $87.6 million at the end of the third quarter of 2015, down $17.5 million from $105.1 million at the end of the prior quarter. In the third quarter of 2015, the Company used approximately $5.0 million of cash from operations, and used approximately $7.8 million to repurchase approximately 1.3 million shares of common stock under its share repurchase program.






















Business Outlook

For the fourth quarter of 2015, Harmonic anticipates:
Net revenue in the range of $78 million to $88 million
GAAP gross margins in the range of 53% to 54%
GAAP operating expenses in the range of $52 million to $53 million
Non-GAAP gross margins in the range of 54% to 55%
Non-GAAP operating expenses in the range of $46 million to $47 million

See “Use of Non-GAAP Financial Measures” and “GAAP to Non-GAAP Reconciliations” below.

Conference Call Information

Harmonic will host a conference call to discuss its financial results at 2:00 p.m. Pacific (5:00 p.m. Eastern) on Tuesday, October 27, 2015. A listen-only broadcast of the conference call can be accessed either from the Company's website at www.harmonicinc.com or by calling +1.847.619.6397 or +1.800.708.4540 (passcode 40861736). A replay of the conference call will be available after 4:30 p.m. Pacific at the same website address or by calling +1.630.652.3042 or +1.888.843.7419 (passcode 40861736#).
About Harmonic Inc.
Harmonic (NASDAQ: HLIT) is the worldwide leader in video delivery infrastructure for emerging television and video services. Harmonic enables customers to produce, deliver, and monetize amazing video experiences, with unequalled business agility and operational efficiency, by providing market-leading innovation, high-quality service, and compelling total-cost-of-ownership. More information is available at www.harmonicinc.com.
Legal Notice Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements related to our expectations regarding: our final results for the third quarter ended October 2, 2015 and our expectations concerning quarter-on-quarter growth; and net revenue, GAAP gross margins, GAAP operating expenses, non-GAAP gross margins and non-GAAP operating expenses for the fourth quarter of 2015. Our expectations regarding these matters may not materialize, and actual results in future periods are subject to risks and uncertainties that could cause actual results to differ materially from those projected. These risks include, in no particular order, the following: the trends toward more high-definition, on-demand and anytime, anywhere video will not continue to develop at its current pace or will expire; a strong U.S. dollar may have a negative impact on our business in certain international markets; the possibility that our products will not generate sales that are commensurate with our expectations or that our cost of revenue or operating expenses may exceed our expectations; the mix of products and services sold in various geographies and the effect it has on gross margins; delays or decreases in capital spending in the cable, satellite and telco and broadcast and media industries; customer concentration and consolidation; the impact of general economic conditions on our sales and operations; our ability to develop new and enhanced products in a timely manner and market acceptance of our new or existing products; losses of one or more key customers; risks associated with our international operations, including in Ukraine; risks associated with our CCAP and VOS™ product initiatives, dependence on market acceptance of various types of broadband services, on the adoption of new broadband technologies and on broadband industry trends; inventory management; the lack of timely availability of parts or raw materials necessary to produce our products; the impact of increases in the prices of raw materials and oil; the effect of competition, on both revenue and gross margins; difficulties associated with rapid technological changes in our markets; risks associated with unpredictable sales cycles; our dependence on contract manufacturers and sole or limited source suppliers; the effect on our business of natural disasters; and the risk that our share repurchase program will not continue to result in material purchases of our common stock. The forward-looking statements contained in this press release are also subject to other risks and uncertainties, including those more fully described in Harmonic's filings with the Securities and Exchange Commission, including our most recent Quarterly Report on Form 10-Q for the quarterly period ended July 3, 2015 and our Current Reports on Form 8-K. The forward-looking statements in this press release are based on information available to the Company as of the date hereof, and Harmonic disclaims any obligation to update any forward-looking statements.





Use of Non-GAAP Financial Measures
In establishing operating budgets, managing its business performance, and setting internal measurement targets, we exclude a number of items required by GAAP. Management believes that these accounting charges and credits, most of which are non-cash or non-recurring in nature, are not useful in managing its operations and business. Historically, the Company has also publicly presented these supplemental non-GAAP measures in order to assist the investment community to see the Company “through the eyes of management,” and thereby enhance understanding of its operating performance. The non-GAAP measures presented here are: gross profit, operating expenses, income (loss) from operations and net income (loss) (including those amounts as a percentage of revenue), and net income (loss) per diluted share. The presentation of non-GAAP information is not intended to be considered in isolation or as a substitute for results prepared in accordance with GAAP, and is not necessarily comparable to non-GAAP results published by other companies. A reconciliation of the historical non-GAAP financial measures discussed in this press release to the most directly comparable historical GAAP financial measures is included with the financial statements provided with this press release. The non-GAAP adjustments described below have historically been excluded from our GAAP financial measures. These adjustments are restructuring and related charges, impairment of long-term investment and non-cash items, such as stock-based compensation expense, amortization of intangibles, and adjustments that normalize the tax rate. With respect to our expectations under “Business Outlook” above, reconciliation of non-GAAP guidance measures to corresponding GAAP measures is not available without unreasonable efforts on a forward-looking basis due to the high variability and low visibility with respect to the charges which are excluded from these non-GAAP measures. The effects of stock-based compensation expense specific to common stock options are directly impacted by unpredictable fluctuations in our stock price. We expect the variability of the above charges to have a significant impact on our GAAP financial results.
CONTACTS:
 
Harold Covert
Blair King
Chief Financial Officer
Director, Investor Relations
Harmonic Inc.
Harmonic Inc.
+1.408.542.2500
+1.408.490.6172
 








Harmonic Inc.
Condensed Consolidated Balance Sheets
(Unaudited)

 
October 2, 2015
 
December 31, 2014
 
(In thousands, except par value amounts)
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
61,571

 
$
73,032

Short-term investments
25,990

 
31,847

Accounts receivable, net
64,128

 
74,144

Inventories
39,873

 
32,747

Deferred income taxes, short-term
3,375

 
3,375

Prepaid expenses and other current assets
31,709

 
17,539

Total current assets
226,646

 
232,684

 
 
 
 
Property and equipment, net
26,619

 
27,221

Goodwill, intangibles and other assets
213,643

 
220,613

Total assets
$
466,908

 
$
480,518

 
 
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
16,626

 
$
15,318

Income taxes payable
176

 
893

Deferred revenue
43,350

 
38,601

Accrued liabilities
29,139

 
35,118

Total current liabilities
89,291

 
89,930

 
 
 
 
Income taxes payable, long-term
4,296

 
4,969

Deferred tax liabilities, long-term
3,095

 
3,095

Other non-current liabilities
10,358

 
10,711

Total liabilities
107,040

 
108,705

 
 
 
 
Stockholders' equity:
 
 
 
Preferred stock, $0.001 par value, 5,000 shares authorized; no shares issued or outstanding

 

Common stock, $0.001 par value, 150,000 shares authorized; 87,477 and 87,700 shares issued and outstanding at October 2, 2015 and December 31, 2014, respectively
87

 
88

Additional paid-in capital
2,259,757

 
2,261,952

Accumulated deficit
(1,896,709
)
 
(1,888,247
)
Accumulated other comprehensive loss
(3,267
)
 
(1,980
)
Total stockholders' equity
359,868

 
371,813

Total liabilities and stockholders' equity
$
466,908

 
$
480,518







Harmonic Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
 
Three months ended
 
Nine months ended
 
October 2, 2015
 
September 26, 2014
 
October 2, 2015
 
September 26, 2014
 
(in thousands, except per share amounts)
Net revenue
$
83,305

 
$
108,061

 
$
290,424

 
$
325,682

Cost of revenue
37,074

 
54,633

 
134,780

 
170,125

Gross profit
46,231

 
53,428


155,644


155,557

Operating expenses:
 
 
 
 
 
 
 
Research and development
21,679

 
22,803

 
65,824

 
70,176

Selling, general and administrative
28,966

 
32,114

 
91,443

 
98,640

Amortization of intangibles
1,446

 
1,661

 
4,338

 
5,329

Restructuring and related charges
397

 
388

 
626

 
821

Total operating expenses
52,488


56,966


162,231


174,966

Loss from operations
(6,257
)
 
(3,538
)

(6,587
)

(19,409
)
Interest and other income (expense), net
178

 
(214
)
 
(197
)
 
(185
)
Loss on impairment of long-term investment

 

 
(2,505
)
 

Loss before income taxes
(6,079
)
 
(3,752
)

(9,289
)

(19,594
)
(Benefit from) provision for income taxes
(1,268
)
 
(4,830
)
 
(827
)
 
21,800

Net income (loss)
$
(4,811
)
 
$
1,078


$
(8,462
)

$
(41,394
)
Net income (loss) per share:
 
 
 
 
 
 
 
Basic
$
(0.05
)
 
$
0.01


$
(0.10
)

$
(0.44
)
Diluted
$
(0.05
)
 
$
0.01


$
(0.10
)

$
(0.44
)
Shares used in per share calculation:
 
 
 
 
 
 
 
Basic
87,991

 
90,618

 
88,359

 
94,113

Diluted
87,991

 
91,800

 
88,359

 
94,113







Harmonic Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
 
Nine months ended
 
October 2, 2015
 
September 26, 2014
 
(In thousands)
Cash flows from operating activities:
 
 
 
Net loss
$
(8,462
)
 
$
(41,394
)
Adjustments to reconcile net loss to net cash provided by operating activities:
 
 
 
Amortization of intangibles
4,971

 
18,378

Depreciation
10,143

 
12,641

Stock-based compensation
11,845

 
12,720

Loss on impairment of long-term investment
2,505

 

Deferred income taxes

 
31,782

Provision for excess and obsolete inventories
1,234

 
2,013

Allowance for doubtful accounts, returns and discounts
576

 
(116
)
Excess tax benefits from stock-based compensation

 
(194
)
Other non-cash adjustments, net
354

 
1,108

Changes in assets and liabilities:
 
 
 
Accounts receivable
9,440

 
(472
)
Inventories
(7,936
)
 
2,401

Prepaid expenses and other assets
(13,817
)
 
(5,321
)
Accounts payable
1,772

 
(786
)
Deferred revenue
5,237

 
7,770

Income taxes payable
(1,372
)
 
(8,292
)
Accrued and other liabilities
(7,926
)
 
(4,717
)
Net cash provided by operating activities
8,564

 
27,521

Cash flows from investing activities:
 
 
 
Purchases of investments
(20,714
)
 
(26,599
)
Proceeds from sales and maturities of investments
26,534

 
50,644

Purchases of property and equipment
(10,393
)
 
(8,859
)
Purchases of long-term investments
(85
)
 
(5,867
)
Restricted cash
(1,091
)
 

Net cash (used in) provided by investing activities
(5,749
)
 
9,319

Cash flows from financing activities:
 
 
 
Payments for repurchase of common stock
(20,007
)
 
(86,407
)
Net proceeds from common stock issued to employees
5,967

 
1,241

Excess tax benefits from stock-based compensation

 
194

Net cash used in financing activities
(14,040
)
 
(84,972
)
Effect of exchange rate changes on cash and cash equivalents
(236
)
 
(169
)
Net decrease in cash and cash equivalents
(11,461
)
 
(48,301
)
Cash and cash equivalents at beginning of period
73,032

 
90,329

Cash and cash equivalents at end of period
$
61,571

 
$
42,028







Harmonic Inc.
Revenue Information
(Unaudited)
 
Three months ended
 
Nine months ended
 
October 2, 2015
 
September 26,
2014
 
October 2, 2015
 
September 26,
2014
 
(In thousands, except percentages)
Product
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Video Products
$
48,629

 
59
%
 
$
60,668

 
56
%
 
$
153,439

 
53
%
 
$
181,882

 
56
%
Cable Edge
8,616

 
10
%
 
23,915

 
22
%
 
61,726

 
21
%
 
77,488

 
24
%
Services and Support
26,060

 
31
%
 
23,478

 
22
%
 
75,259

 
26
%
 
66,312

 
20
%
Total
$
83,305

 
100
%
 
$
108,061

 
100
%
 
$
290,424

 
100
%
 
$
325,682

 
100
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Geography
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Americas
$
44,926

 
54
%
 
$
60,007

 
56
%
 
$
165,786

 
57
%
 
$
184,959

 
57
%
EMEA
19,269

 
23
%
 
27,430

 
25
%
 
71,302

 
25
%
 
83,136

 
25
%
APAC
19,110

 
23
%
 
20,624

 
19
%
 
53,336

 
18
%
 
57,587

 
18
%
Total
$
83,305

 
100
%
 
$
108,061

 
100
%
 
$
290,424

 
100
%
 
$
325,682

 
100
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Market
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Service Provider
$
46,451

 
56
%
 
$
67,497

 
62
%
 
$
178,466

 
61
%
 
$
214,055

 
66
%
Broadcast and Media
36,854

 
44
%
 
40,564

 
38
%
 
111,958

 
39
%
 
111,627

 
34
%
Total
$
83,305

 
100
%
 
$
108,061

 
100
%
 
$
290,424

 
100
%
 
$
325,682

 
100
%











Harmonic Inc.
Segment Revenue and Operating Income (Loss)
(Unaudited)

 
Three months ended
 
Nine months ended
 
October 2, 2015
 
September 26, 2014
 
October 2, 2015
 
September 26, 2014
 
(In thousands)
Net revenue:
 
 
 
 
 
 
 
  Video
$
71,889

 
$
81,360

 
$
219,378

 
$
239,823

  Cable Edge
11,416

 
26,701

 
71,046

 
85,859

Total consolidated net revenue
$
83,305

 
$
108,061

 
$
290,424

 
$
325,682

 
 
 
 
 
 
 
 
Operating income (loss):
 
 
 
 
 
 
 
  Video
$
3,575

 
$
6,609

 
$
8,386

 
$
9,426

  Cable Edge
(3,963
)
 
120

 
2,582

 
3,178

Total segment operating income (loss)
(388
)
 
6,729

 
10,968

 
12,604

Unallocated corporate expenses*
(510
)
 
(403
)
 
(739
)
 
(915
)
Stock-based compensation
(3,827
)
 
(4,352
)
 
(11,845
)
 
(12,720
)
Amortization of intangibles
(1,532
)
 
(5,512
)
 
(4,971
)
 
(18,378
)
Loss from operations
(6,257
)
 
(3,538
)
 
(6,587
)
 
(19,409
)
Non-operating income (expense)
178

 
(214
)
 
(2,702
)
 
(185
)
Loss before income taxes
$
(6,079
)
 
$
(3,752
)
 
$
(9,289
)
 
$
(19,594
)

*Unallocated corporate expenses include certain corporate-level operating expenses and charges such as restructuring and related charges.





Harmonic Inc.
GAAP to Non-GAAP Reconciliations (Unaudited)
(In thousands, except percentages and per share data)
 
Three months ended
 
October 2, 2015
 
Gross Profit
Total Operating Expense
Loss from Operations
Net loss
GAAP
$
46,231

$
52,488

$
(6,257
)
$
(4,811
)
  Stock-based compensation in cost of revenue
433


433

433

  Stock-based compensation in research and development

(1,074
)
1,074

1,074

  Stock-based compensation in selling, general and administrative

(2,320
)
2,320

2,320

  Amortization of intangibles
86

(1,446
)
1,532

1,532

  Restructuring and related charges
113

(397
)
510

510

  Discrete tax items and tax effect of non-GAAP adjustments



(1,224
)
Non-GAAP
$
46,863

$
47,251

$
(388
)
$
(166
)
As a % of revenue (GAAP)
55.5
%
63.0
%
(7.5
)%
(5.8
)%
As a % of revenue (Non-GAAP)
56.3
%
56.7
%
(0.5
)%
(0.2
)%
 
 
 
 
 
Diluted net loss per share:
 
 
 
 
  Diluted net loss per share-GAAP
 
 
 
$
(0.05
)
  Diluted net loss per share-Non-GAAP
 
 
 
$
0.00

Shares used to compute diluted net loss per share:
 
 
 
 
  GAAP
 
 
 
87,991

  Non-GAAP
 
 
 
87,991

 
 
 
 
 
 
Three months ended
 
July 3, 2015
 
Gross Profit
Total Operating Expense
Income (loss) from Operations
Net Income (Loss)
GAAP
$
54,385

$
54,728

$
(343
)
$
(994
)
  Stock-based compensation in cost of revenue
422


422

422

  Stock-based compensation in research and development

(1,027
)
1,027

1,027

  Stock-based compensation in selling, general and administrative

(2,435
)
2,435

2,435

  Amortization of intangibles
86

(1,446
)
1,532

1,532

  Restructuring and related charges

(185
)
185

185

  Discrete tax items and tax effect of non-GAAP adjustments



(393
)
Non-GAAP
$
54,893

$
49,635

$
5,258

$
4,214

As a % of revenue (GAAP)
52.7
%
53.1
%
(0.3
)%
(1.0
)%
As a % of revenue (Non-GAAP)
53.2
%
48.1
%
5.1
 %
4.1
 %
Diluted net income (loss) per share:
 
 
 
 
  Diluted net loss per share-GAAP
 
 
 
$
(0.01
)
  Diluted net income per share-Non-GAAP
 
 
 
$
0.05

Shares used to compute diluted net income (loss) per share:
 
 
 
 
  GAAP
 
 
 
88,426

  Non-GAAP
 
 
 
89,444

 
 
 
 
 





 
Three months ended
 
September 26, 2014
 
Gross Profit
Total Operating Expense
Income (Loss) from Operations
Net Income
GAAP
$
53,428

$
56,966

$
(3,538
)
$
1,078

  Stock-based compensation in cost of revenue
612


612

612

  Stock-based compensation in research and development

(1,219
)
1,219

1,219

  Stock-based compensation in selling, general and administrative

(2,521
)
2,521

2,521

  Amortization of intangibles
3,851

(1,661
)
5,512

5,512

  Restructuring and related charges
15

(388
)
403

403

  Discrete tax items and tax effect of non-GAAP adjustments



(6,198
)
Non-GAAP
$
57,906

$
51,177

$
6,729

$
5,147

As a % of revenue (GAAP)
49.4
%
52.7
%
(3.3
)%
1.0
 %
As a % of revenue (Non-GAAP)
53.6
%
47.4
%
6.2
 %
4.8
 %
Diluted net income per share:
 
 
 
 
  Diluted net income per share-GAAP
 
 
 
$
0.01

  Diluted net income per share-Non-GAAP
 
 
 
$
0.06

Shares used to compute diluted net income per share:
 
 
 
 
  GAAP
 
 
 
91,800

  Non-GAAP
 
 
 
91,800