Press Release

Harmonic Inc. Announces Second Quarter Results

July 24, 2002
SUNNYVALE, Calif., Jul 24, 2002 (BUSINESS WIRE) -- Harmonic Inc. (Nasdaq: HLIT) today announced its results for the quarter ended June 28, 2002. For the second quarter of 2002, Harmonic reported net sales of $56.3 million, up from $49.3 million for the second quarter of 2001. Domestic sales represented 77% of total sales for the second quarter of 2002.

The Convergent Systems (CS) division, which designs, manufactures and markets digital headend systems for a number of markets, had divisional net sales of $32.7 million, up 15% from $28.5 million in the second quarter of 2001. During the second quarter, the Company saw increased demand for its Narrowcast Services Gateway(TM) (NSG) product line for new video-on-demand deployments by several major cable operators in the United States. The combination of Harmonic's GIGALight(TM) DWDM transmission systems, which use Gigabit Ethernet and cost-effectively scale the bandwidth of existing fiber networks, and the NSG, which more efficiently distributes narrowcast streams, is becoming the platform of choice for cable operators as they roll out content-on-demand services such as VOD. In addition, Harmonic started to ship its new Broadcast Network Gateway (BNG) product to support the delivery of high definition television (HDTV).

The Broadband Access Networks (BAN) division, which designs, manufactures and markets fiber optic products for broadband cable networks, had divisional net sales of $23.6 million, up 13% from $20.8 million in the second quarter of 2001. The increase in BAN sales reflected in part growing interest in its GIGALight transport systems and its new 100-GHz METROLink DWDM systems, which allow cable operators to deliver more narrowcast and multicast services.

"We are pleased with our second quarter performance, which had higher revenue and a reduced loss in the face of challenging market conditions," said Anthony J. Ley, Chairman, President and Chief Executive Officer. "The success of our new products for video-on-demand and HDTV demonstrated our ability to anticipate emerging requirements and rapidly bring high quality solutions to market. In addition, through our focused balance sheet management, we are very pleased to report that our cash balance grew from $52 million to almost $57 million during the second quarter."

"With concerns in the financial markets about the impact of Adelphia Communications' bankruptcy and other recent events in the telecommunications industry, we are preparing for the possibility of a more challenging capital spending environment for our cable customers during the remainder of this year. We also expect spending by our domestic satellite customers and European customers to be relatively flat because of pending business consolidations, financial restructuring and regulatory issues. Consequently, we took action last week to reduce our workforce by approximately 80 full-time employees and 20 consultants and temporary staff."

"In the near term, we remain focused on cost reduction efforts, while maintaining our strong market position and technology leadership across a range of broadband markets worldwide. Despite the current market uncertainty, we believe that the future of broadband communications will be driven by consumer demand for high-speed access, video-on-demand, content-on-demand, video conferencing and other advanced services."

Harmonic recorded a charge of approximately $2.9 million, or $0.05 per share, during the second quarter of 2002 to provide for probable losses in connection with the bankruptcy filing of Adelphia Communications. In addition, the second quarter results include a benefit of $2.9 million, or $0.05 per share, resulting from products sold during the quarter which had been reserved in prior years as excess and obsolete inventories. Including the receivables and inventory items noted above, but excluding the effects of non-cash accounting charges for the amortization of intangibles, the pro forma net loss for the second quarter of 2002 was $5.3 million, or $0.09 per share, on 59,552,000 basic weighted average shares outstanding. These results compare to a pro forma net loss of $30.2 million, or $0.52 per share, on 58,177,000 basic weighted average shares outstanding for the same period of 2001, excluding amortization of goodwill and other intangibles. Including the amortization of intangibles, the net loss for the second quarter of 2002 was $11.1 million, or $0.19 per share. The Company anticipates that it will record a charge for severance costs of approximately $1.0 million during the third quarter of 2002 for the recent workforce reduction.

In a separate press release today, Harmonic also announced the election to its Board of Directors of William F. Redderson, former Executive Vice President of Corporate Strategy at BellSouth, replacing David Lane who served on the Board since 1992. "We continue to strengthen our already distinguished Board of Directors with seasoned business people who are independent of the management team, have extensive experience in the communications industry and together provide a wide range of financial, technical and business expertise," said Mr. Ley.

Harmonic also announced today that its Board of Directors approved the adoption of a stockholder rights plan. Under the plan, Harmonic will issue a dividend of one right for each share of common stock of the company held by stockholders of record as of the close of business on August 7, 2002.

Harmonic's conference call regarding its second quarter 2002 results will be held today at 2:00 P.M. Pacific (5:00 P.M. Eastern) on July 24, 2002. A listen-only broadcast of the conference call can be accessed on the Company's website at www.harmonicinc.com or by calling +1-212-346-0485 (Reservation No. 20723454). The replay will be available at the same website address or by calling 800-633-8284 or 858-812-6440 (Reservation No. 20723454).

    About Harmonic Inc.
Harmonic Inc. is a leading provider of digital video, broadband optical networking and IP delivery systems to cable, satellite, telecom and broadcast network operators. Harmonic's open standards-based solutions for the headend through the last mile enable customers to develop new revenue sources and a competitive advantage by offering powerful interactive video, voice and data services such as video-on-demand, high definition digital television, telephony and Internet access.

Harmonic (Nasdaq: HLIT) is headquartered in Sunnyvale, California with R&D, sales and system integration centers worldwide. The Company's customers, including many of the world's largest communications providers, deliver services in virtually every country. Visit www.harmonicinc.com for more information.

This press release contains forward-looking statements within the meaning of Section 27(a) of the Securities Act of 1933 and Section 21(e) of the Securities Exchange Act of 1934, including statements related to increased interest in Harmonic's NSG products, GIGAbit Ethernet capabilities, BNG product, GIGALight transport systems, and its 100-GHz METROLink DWDM system developments in broadband markets, anticipated spending by cable and satellite customers, extension of Harmonic's customer base, maintenance of Harmonic's technology leadership and market position and expectations for growth in broadband communications over the long term. 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 delays or decreases in capital spending in the cable and satellite industry, general economic conditions, market acceptance of new or existing Harmonic products, losses of one or more key customers, risks associated with Harmonic's international operations, inventory management problems, the effect of competition, difficulties associated with rapid technological changes in Harmonic's markets, the need to introduce new and enhanced products, risks associated with a cyclical and unpredictable sales cycle and risks associated with integrating operations in a timely manner. 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 its Annual Report filed on Form 10-K for the year ended December 31, 2001 and its quarterly reports on Form 10-Q. Harmonic does not undertake to update any forward-looking statements.

Editor's Note: Product and company names used here are trademarks or registered trademarks of their respective companies.

                             Harmonic Inc.
       Pro Forma Condensed Consolidated Statements of Operations
                 (In thousands, except per-share data)
                              (Unaudited)
                          Three Months Ended       Six Months Ended
                         --------------------------------------------
                         June 28,    June 29,    June 28,    June 29,
                           2002        2001        2002        2001
                         --------    --------    --------    --------
Net sales                $ 56,309    $ 49,330    $110,341    $ 89,604
Cost of sales              34,052      39,038      69,299      88,058
                         --------    --------    --------    --------
Gross profit               22,257      10,292      41,042       1,546
                         --------    --------    --------    --------
Operating expenses:
 Research and development  10,795      14,013      21,914      29,515
 Selling, general and
  administrative           17,026      18,830      32,347      40,512
Excess facility costs         --        7,000         --        7,000
                         --------    --------    --------    --------
Total operating expenses   27,821      39,843      54,261      77,027
                         --------    --------    --------    --------
Pro forma loss
 from operations           (5,564)    (29,551)    (13,219)    (75,481)
Interest and other income
 (expense), net               290        (142)        283       1,414
                         --------    --------    --------    --------
Pro forma loss before
 income taxes              (5,274)    (29,693)    (12,936)    (74,067)
Provision for
 income taxes                 --          500         500       1,000
                         --------    --------    --------    --------
Pro forma net loss       $ (5,274)   $(30,193)   $(13,436)   $(75,067)
                         ========    ========    ========    ========
Pro forma net loss
 per share
 Basic and Diluted       $  (0.09)   $  (0.52)   $  (0.23)   $  (1.29)
                         ========    ========    ========    ========
Weighted average shares
 Basic and Diluted         59,552      58,177      59,513      58,119
                         ========    ========    ========    ========
Notes to the unaudited Pro Forma Condensed Consolidated Statements of
Operations:
1.  The above pro forma statements are not presented in accordance
    with generally accepted accounting principles due to the exclusion
    of amortization of goodwill and other intangibles and the related
    tax effects. The effect of excluding these items is as follows:
                          Three Months Ended       Six Months Ended
                         --------------------------------------------
                         June 28,    June 29,    June 28,    June 29,
                           2002        2001        2002        2001
                         --------    --------    --------    --------
Pro forma net loss       $ (5,274)   $(30,193)   $(13,436)   $(75,067)
Amortization of
intangibles, charged to:
 Cost of sales              3,022       2,013       6,044       4,027
 Selling, general and
  administrative            2,828       3,095       5,656       6,191
Tax benefit of
 amortization of
 intangibles                  --       (1,177)        --       (2,496)
                         --------    --------    --------    --------
GAAP net loss            $(11,124)   $(34,124)   $(25,136)   $(82,789)
                         ========    ========    ========    ========
2.  In addition, the unaudited Pro Forma Condensed Consolidated
    Statements of Operations for the three and six month periods ended
    June 28, 2002 include a charge of approximately $2.9 million to
    provide for probable losses in connection with the bankruptcy
    filing of Adelphia Communications and a credit of approximately
    $2.9 million resulting from products sold during the second
    quarter which had been reserved in prior years as excess and
    obsolete inventories.
3.  For the three and six month periods ended June 29, 2001, the
    unaudited Pro Forma Condensed Consolidated Statements of
    Operations include special charges associated with excess and
    obsolete inventories, excess facilities, and severance and other
    costs of $8.4 million and $22.4 million, respectively.
                             Harmonic Inc.
            Condensed Consolidated Statements of Operations
                 (In thousands, except per share data)
                              (Unaudited)
                          Three Months Ended       Six Months Ended
                         --------------------------------------------
                         June 28,    June 29,    June 28,    June 29,
                           2002        2001        2002        2001
                         --------    --------    --------    --------
Net sales                $ 56,309    $ 49,330    $110,341    $ 89,604
Cost of sales              37,074      41,051      75,343      92,085
                         --------    --------    --------    --------
Gross profit (loss)        19,235       8,279      34,998      (2,481)
                         --------    --------    --------    --------
Operating expenses:
 Research and development  10,795      14,013      21,914      29,515
 Selling, general and
  administrative           17,026      25,830      32,347      47,512
 Amortization of
  intangibles               2,828       3,096       5,656       6,192
                         --------    --------    --------    --------
Total operating expenses   30,649      42,939      59,917      83,219
                         --------    --------    --------    --------
Loss from operations      (11,414)    (34,660)    (24,919)    (85,700)
Interest income and other
 income (expense), net        290        (142)        283       1,414
                         --------    --------    --------    --------
Loss before income taxes  (11,124)    (34,802)    (24,636)    (84,286)
Provision for (benefit
 from) income taxes           --         (678)        500      (1,497)
                         --------    --------    --------    --------
Net loss                 $(11,124)   $(34,124)   $(25,136)   $(82,789)
                         ========    ========    ========    ========
Net loss per share
 Basic and Diluted       $  (0.19)   $  (0.59)   $  (0.42)   $  (1.42)
                         ========    ========    ========    ========
Weighted average shares
 Basic and Diluted         59,552      58,177      59,513      58,119
                         ========    ========    ========    ========
                             Harmonic Inc.
                 Condensed Consolidated Balance Sheets
                            (In thousands)
                                   June 28, 2002  December 31, 2001
                                    (Unaudited)
                                     ---------        ---------
Assets
Current assets:
 Cash and cash equivalents           $  37,848        $  36,005
 Short-term investments                 19,007           18,272
 Accounts receivable, net               38,473           34,402
 Inventories                            27,847           30,944
 Deferred income taxes                   4,219            9,065
 Prepaid expenses and
  other assets                           5,901            9,775
                                     ---------        ---------
   Total current assets                133,295          138,463
Property and equipment, net             38,629           45,755
Intangibles and other assets            42,102           53,838
                                     ---------        ---------
                                     $ 214,026        $ 238,056
                                     =========        =========
Liabilities and stockholders' equity
Current liabilities:
 Current portion of
  long-term debt                     $   1,664        $   1,281
 Accounts payable                       10,992           10,296
 Income taxes payable                    6,047            2,804
 Accrued liabilities                    58,069           57,474
                                     ---------        ---------
   Total current liabilities            76,772           71,855
                                     ---------        ---------
Long-term debt, less
 current portion                         1,350            1,465
Deferred income taxes                    4,219            9,065
Accrued excess facility costs           17,699           19,563
Other non-current
 liabilities                             1,274            1,054
                                     ---------        ---------
   Total liabilities                   101,314          103,002
                                     ---------        ---------
Stockholders' equity:
 Common stock                        1,961,922        1,959,102
 Accumulated deficit                (1,849,343)      (1,824,207)
 Accumulated other
  comprehensive income                     133              159
                                     ---------        ---------
   Total stockholders' equity          112,712          135,054
                                     ---------        ---------
                                     $ 214,026        $ 238,056
                                     =========        =========
CONTACT:          Harmonic Inc.
                  Robin N. Dickson, 408/542-2500 (Chief Financial Officer)
                  or
                  StreetConnect
                  Michael Newman, 408/542-2760 (Investor Relations)

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