HLIT-2014.06.27 8-K


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 8-K
 
 
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
July 28, 2014
 
Date of Report (Date of earliest event reported)
  
HARMONIC INC.
(Exact name of Registrant as specified in its charter)
 
 
Delaware
000-25826
77-0201147
(State or other jurisdiction of
incorporation or organization)
Commission
File Number
(I.R.S. Employer
Identification Number)
4300 North First Street
San Jose, CA 95134
(408) 542-2500
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




TABLE OF CONTENTS
 
 
 
 
 
 
Item 2.02
 
Results of Operations and Financial Condition
  
 
 
 
Item 9.01
 
Financial Statements and Exhibits
  
 
 
SIGNATURES
  




Item 2.02.
Results of Operations and Financial Condition.
On July 28, 2014, Harmonic Inc. (“Harmonic”) issued a press release regarding its unaudited financial results for the quarter ended June 27, 2014. A copy of the press release is furnished as Exhibit 99.1 hereto, and the information in Exhibit 99.1 is incorporated herein by reference.
The information in this Current Report on Form 8-K and the exhibit attached hereto is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and this Current Report on Form 8-K and the exhibit furnished herewith shall not be incorporated by reference into any filing by Harmonic under the Securities Act of 1933, as amended, or under the Exchange Act.
 
Item 9.01.
Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
Number
  
Description
99.1

  
Press release of Harmonic Inc., issued on July 28, 2014

3



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
 
 
 
Date: July 28, 2014
 
 
 
HARMONIC INC.
 
 
 
 
 
 
 
 
By:
 
/s/ Carolyn V. Aver
 
 
 
 
 
 
Carolyn V. Aver
 
 
 
 
 
 
Chief Financial Officer



4



EXHIBIT INDEX
 
 
 
 
Exhibit
Number
  
Description
99.1

  
Press release of Harmonic Inc., issued on July 28, 2014.


HLIT-2014.06.27 Press Release


Exhibit 99.1
FOR IMMEDIATE RELEASE
Harmonic Announces Second Quarter 2014 Results
SAN JOSE, Calif.-July 28, 2014-Harmonic Inc. (NASDAQ: HLIT), the worldwide leader in video delivery infrastructure, announced today unaudited results for the second quarter of 2014 which are in line with the preliminary results disclosed in the Company’s press release dated July 14, 2014.
Net revenue for the second quarter of 2014 was $109.6 million, compared with $108.0 million for the first quarter of 2014 and $117.1 million for the second quarter of 2013. As previously announced, revenue for the second quarter of 2014 was adversely impacted by a global slowdown in the Company's video products business, particularly in EMEA and among North American Broadcast and Media customers, partially offset by demand for the Company's cable edge products.
Bookings for the second quarter of 2014 were $113.4 million, compared with $126.3 million for both the first quarter of 2014 and the second quarter of 2013.
Total backlog and deferred revenue was $132.1 million as of June 27, 2014, compared to $126.4 million as of March 28, 2014.
GAAP net loss from continuing operations for the second quarter of 2014 was $37.1 million, or $(0.39) per diluted share, compared with a GAAP net loss from continuing operations for the first quarter of 2014 of $5.4 million, or $(0.06) per diluted share, and a GAAP net loss of $3.4 million from continuing operations, or $(0.03) per diluted share, for the second quarter of 2013. In the second quarter of 2014, Harmonic recorded a $24.5 million tax charge associated with a higher valuation allowance. The valuation allowance was a result of a history of operating losses in recent years that has led to uncertainty with respect to the Company’s ability to realize certain of its net deferred tax assets.
Non-GAAP net income from continuing operations for the second quarter of 2014 was $1.8 million, or $0.02 per diluted share, compared with non-GAAP net income of $2.8 million from continuing operations, or $0.03 per diluted share, for the first quarter of 2014, and a non-GAAP net income of $5.6 million from continuing operations, or $0.05 per diluted share, for the second quarter of 2013. See “Use of Non-GAAP Financial Measures” and “GAAP to Non-GAAP Reconciliations” below.
GAAP gross margin was 45.5% and GAAP operating margin was (7.9)% for the second quarter of 2014, compared with 48.4% and (6.7)%, respectively, for the first quarter of 2014, and 49.4% and (3.9)%, respectively, for the same period in 2013.
Non-GAAP gross margin was 50.1% and non-GAAP operating margin was 2.2% for the second quarter of 2014, compared with 53.3% and 3.2%, respectively, for the first quarter of 2014, and 54.1% and 6.2%, respectively, for the same period in 2013. See “Use of Non-GAAP Financial Measures” and “GAAP to Non-GAAP Reconciliations” below.
Total cash, cash equivalents and short-term investments were $134.4 million at the end of the second quarter of 2014, down $13.3 million from $147.7 million at the end of the prior quarter. In the second quarter of 2014, the Company generated approximately $15.5 million of cash from operations, and used approximately $25.7 million to repurchase approximately 3.6 million shares of common stock under its share repurchase program.






 





Conference Call Information
Harmonic does not intend to hold a conference call to discuss its second quarter results. Harmonic held its conference call on July 14, 2014 to discuss its preliminary results and a webcast of the conference call is available at the Company's website at www.harmonicinc.com until July 14, 2015.
About Harmonic Inc.
Harmonic (NASDAQ: HLIT) is the worldwide leader in video delivery infrastructure for emerging television and video services. The Company's production-ready innovation enables content and service providers to efficiently create, prepare, and deliver differentiated services for television and new media video platforms. 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 second quarter ended June 27, 2014 and our expectations concerning quarter-on-quarter growth. 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 the possibility, in no particular order, that: the trends toward more high-definition, on-demand and anytime, anywhere video will not continue to develop at its current pace or will expire; 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 product initiative, dependence on market acceptance of several 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 Annual Report on Form 10-K for the year ended December 31, 2013, our Quarterly Report on Form 10-Q for the quarter ended March 28, 2014, 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 margin, operating expenses, income (loss) from operations, 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 and non-cash items, such as stock-based compensation expense, amortization of intangibles, and adjustments that normalize the tax rate. 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:
 
Carolyn V. Aver
Blair King
Chief Financial Officer
Investor Relations
Harmonic Inc.
Harmonic Inc.
+1.408.542.2500
+1.408.490.6172
 








Harmonic Inc.
Condensed Consolidated Balance Sheets
(Unaudited)

 
June 27, 2014
 
December 31, 2013
 
(In thousands, except par value amounts)
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
59,173

 
$
90,329

Short-term investments
75,238

 
80,252

Accounts receivable, net
79,937

 
75,052

Inventories
30,170

 
36,926

Deferred income taxes
6,746

 
24,650

Prepaid expenses and other current assets
23,766

 
21,521

Total current assets
275,030

 
328,730

 
 
 
 
Property and equipment, net
32,781

 
34,945

Goodwill, intangibles and other assets
224,632

 
242,409

Total assets
$
532,443

 
$
606,084

 
 
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
24,630

 
$
22,380

Income taxes payable
664

 
331

Deferred revenue
38,017

 
27,020

Accrued liabilities
33,676

 
35,349

Total current liabilities
96,987

 
85,080

 
 
 
 
Income taxes payable, long-term
12,734

 
15,165

Other non-current liabilities
17,913

 
11,673

Total liabilities
127,634

 
111,918

 
 
 
 
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; 92,475 and 99,413 shares issued and outstanding at June 27, 2014 and December 31, 2013, respectively
92

 
99

Additional paid-in capital
2,289,187

 
2,336,275

Accumulated deficit
(1,884,471
)
 
(1,841,999
)
Accumulated other comprehensive loss
1

 
(209
)
Total stockholders' equity
404,809

 
494,166

Total liabilities and stockholders' equity
$
532,443

 
$
606,084







Harmonic Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
 
Three months ended
 
Six months ended
 
June 27, 2014
 
June 28, 2013
 
June 27, 2014
 
June 28, 2013
 
(in thousands, except per share amounts)
Net revenue
$
109,589

 
$
117,128

 
$
217,621

 
$
218,800

Cost of revenue
59,772

 
59,236

 
115,492

 
114,743

Gross profit
49,817

 
57,892

 
102,129

 
104,057

Operating expenses:
 
 
 
 
 
 
 
Research and development
23,485

 
25,820

 
47,373

 
51,071

Selling, general and administrative
32,979

 
34,424

 
66,526

 
67,693

Amortization of intangibles
1,718

 
2,010

 
3,668

 
4,098

Restructuring and related charges
284

 
242

 
433

 
666

Total operating expenses
58,466

 
62,496

 
118,000

 
123,528

Loss from operations
(8,649
)
 
(4,604
)
 
(15,871
)
 
(19,471
)
Interest and other income (expense), net
(60
)
 
(103
)
 
29

 
(206
)
Loss from continuing operations before income taxes
(8,709
)
 
(4,707
)
 
(15,842
)
 
(19,677
)
Provision for (benefit from) income taxes
28,353

 
(1,303
)
 
26,630

 
(6,770
)
Loss from continuing operations
(37,062
)
 
(3,404
)
 
(42,472
)
 
(12,907
)
Income (loss) from discontinued operations, net of taxes (including gain on disposal of $14,819, net of taxes, for the six months ended June 28, 2013)

 
(396
)
 

 
15,528

Net income (loss)
$
(37,062
)
 
$
(3,800
)
 
$
(42,472
)
 
$
2,621

Basic and diluted net income (loss) per share from:
 
 
 
 
 
 
 
Continuing operations
$
(0.39
)
 
$
(0.03
)
 
$
(0.44
)
 
$
(0.11
)
Discontinued operations
$
0.00

 
$
0.00

 
$
0.00

 
$
0.14

Net income (loss)
$
(0.39
)
 
$
(0.03
)
 
$
(0.44
)
 
$
0.02

Shares used in per share calculation:
 
 
 
 
 
 
 
Basic and diluted
93,966

 
109,938

 
95,899

 
112,534







Harmonic Inc.
Revenue Information
(Unaudited)
 
Three months ended
 
Six months ended
 
June 27,
2014
 
June 28,
2013
 
June 27,
2014

June 28,
2013
 
(In thousands, except percentages)
Product
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Video Products(1)
$
57,196

 
52
%
 
$
83,746

 
72
%
 
$
121,214

 
55
%
 
$
148,882

 
68
%
Cable Edge
29,332

 
27
%
 
13,031

 
11
%
 
53,574

 
25
%
 
30,370

 
14
%
Services and Support
23,061

 
21
%
 
20,351

 
17
%
 
42,833

 
20
%
 
39,548

 
18
%
Total
$
109,589

 
100
%
 
$
117,128

 
100
%
 
$
217,621

 
100
%
 
$
218,800

 
100
%
Geography
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Americas(2)
$
60,066

 
55
%
 
$
66,811

 
57
%
 
$
124,952

 
57
%
 
$
117,371

 
54
%
EMEA
31,519

 
29
%
 
34,618

 
30
%
 
55,706

 
26
%
 
67,333

 
31
%
APAC
18,004

 
16
%
 
15,699

 
13
%
 
36,963

 
17
%
 
34,096

 
15
%
Total
$
109,589

 
100
%
 
$
117,128

 
100
%
 
$
217,621

 
100
%
 
$
218,800

 
100
%
Market
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Service Provider(3)
$
75,048

 
68
%
 
$
70,532

 
60
%
 
$
146,558

 
67
%
 
$
133,045

 
61
%
Broadcast and Media
34,541

 
32
%
 
46,596

 
40
%
 
71,063

 
33
%
 
85,755

 
39
%
Total
$
109,589

 
100
%
 
$
117,128

 
100
%
 
$
217,621

 
100
%
 
$
218,800

 
100
%

(1) Video Products now include Video Processing and Production and Playout.
(2) Americas now include U.S., Canada and Latin America.
(3) Service Provider now include Cable and Satellite and Telco.
* NOTE : The prior period information has been reclassified to conform to the current period presentation.

The prior six period revenue information can be found by accessing the below link.
http://phx.corporate-ir.net/External.File?item=UGFyZW50SUQ9MjQ0MzQ5fENoaWxkSUQ9LTF8VHlwZT0z&t=1









Harmonic Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
 
Six months ended
 
June 27, 2014
 
June 28, 2013
 
(In thousands)
Cash flows from operating activities:
 
 
 
Net income (loss)
$
(42,472
)
 
$
2,621

Adjustments to reconcile net income (loss) to net cash provided by operating activities:
 
 
 
Amortization of intangibles
12,866

 
13,805

Depreciation
8,486

 
8,140

Stock-based compensation
8,368

 
8,008

Gain on sale of discontinued operations, net of tax

 
(14,819
)
Loss on impairment of fixed assets

 
149

Deferred income taxes
27,407

 
(9,307
)
Provision for excess and obsolete inventories
1,377

 
2,143

Allowance for doubtful accounts, returns and discounts
600

 
1,062

Excess tax benefits from stock-based compensation
(304
)
 

Other non-cash adjustments, net
847

 
777

Changes in assets and liabilities:
 
 
 
Accounts receivable
(5,485
)
 
(1,390
)
Inventories
5,379

 
7,167

Prepaid expenses and other assets
(2,424
)
 
3,541

Accounts payable
2,324

 
(2,929
)
Deferred revenue
10,873

 
3,937

Income taxes payable
562

 
(877
)
Accrued and other liabilities
(1,625
)
 
(2,946
)
Net cash provided by operating activities
26,779

 
19,082

Cash flows from investing activities:
 
 
 
Purchases of investments
(26,599
)
 
(39,117
)
Proceeds from sales and maturities of investments
30,846

 
64,344

Purchases of property and equipment
(6,479
)
 
(8,755
)
Proceeds from sale of discontinued operations, net of selling costs

 
43,638

Net cash (used in) provided by investing activities
(2,232
)
 
60,110

Cash flows from financing activities:
 
 
 
Payments for repurchase of common stock
(54,751
)
 
(95,372
)
Proceeds from (repurchases of) common stock issued to employees
(1,272
)
 
2,818

Excess tax benefits from stock-based compensation
304

 

Net cash used in financing activities
(55,719
)
 
(92,554
)
Effect of exchange rate changes on cash and cash equivalents
16

 
(105
)
Net decrease in cash and cash equivalents
(31,156
)
 
(13,467
)
Cash and cash equivalents at beginning of period
90,329

 
96,670

Cash and cash equivalents at end of period
$
59,173

 
$
83,203







Harmonic Inc.
GAAP to Non-GAAP Reconciliations (Unaudited)
(in thousands, except percentages and per share data)
 
Three months ended
 
June 27, 2014
 
Gross Profit
Total Operating Expense
Income (Loss) from Operations
Net Income (Loss)
GAAP from continuing operations
$
49,817

$
58,466

$
(8,649
)
$
(37,062
)
  Stock-based compensation in cost of revenue
623


623

623

  Stock-based compensation in research and development

(1,269
)
1,269

1,269

  Stock-based compensation in selling, general and administrative

(2,669
)
2,669

2,669

  Amortization of intangibles
4,482

(1,718
)
6,200

6,200

  Restructuring and related charges

(284
)
284

284

  Discrete tax items and tax effect of non-GAAP adjustments



27,863

Non-GAAP from continuing operations
$
54,922

$
52,526

$
2,396

$
1,846

As a % of revenue (GAAP)
45.5
%
53.4
%
(7.9
)%
(33.8
)%
As a % of revenue (Non-GAAP)
50.1
%
47.9
%
2.2
 %
1.7
 %
 
 
 
 
 
Diluted net income (loss) per share from continuing operations:
 
 
 
 
  Diluted net loss per share from continuing operations-GAAP
 
 
 
$
(0.39
)
  Diluted net income per share from continuing operations-Non-GAAP
 
 
 
$
0.02

Shares used to compute diluted net income (loss) per share from continuing operations:
 
 
 
 
  GAAP
 
 
 
93,966

  Non-GAAP
 
 
 
95,294

 
 
 
 
 
 
Three months ended
 
March 28, 2014
 
Gross Profit
Total Operating Expense
Income (Loss) from Operations
Net Income (Loss)
GAAP from continuing operations
$
52,312

$
59,534

$
(7,222
)
$
(5,410
)
  Stock-based compensation in cost of revenue
516


516

516

  Stock-based compensation in research and development

(1,101
)
1,101

1,101

  Stock-based compensation in selling, general and administrative

(2,190
)
2,190

2,190

  Amortization of intangibles
4,716

(1,950
)
6,666

6,666

  Restructuring and related charges
79

(149
)
228

228

  Discrete tax items and tax effect of non-GAAP adjustments



(2,471
)
Non-GAAP from continuing operations
$
57,623

$
54,144

$
3,479

$
2,820

As a % of revenue (GAAP)
48.4
%
55.1
%
(6.7
)%
(5.0
)%
As a % of revenue (Non-GAAP)
53.3
%
50.1
%
3.2
 %
2.6
 %
Diluted net income (loss) per share from continuing operations:
 
 
 
 
  Diluted net loss per share from continuing operations-GAAP
 
 
 
$
(0.06
)
  Diluted net income per share from continuing operations-Non-GAAP
 
 
 
$
0.03

Shares used to compute diluted net income (loss) per share from continuing operations:
 
 
 
 
  GAAP
 
 
 
97,921

  Non-GAAP
 
 
 
99,256

 
 
 
 
 





 
Three months ended
 
June 28, 2013
 
Gross Profit
Total Operating Expense
Income (Loss) from Operations
Net Income (Loss)
GAAP from continuing operations
$
57,892

$
62,496

$
(4,604
)
$
(3,404
)
  Stock-based compensation in cost of revenue
622


622

622

  Stock-based compensation in research and development

(1,121
)
1,121

1,121

  Stock-based compensation in selling, general and administrative

(2,279
)
2,279

2,279

  Proxy contest consultant expenses in selling, general and administrative

(750
)
750

750

  Amortization of intangibles
4,762

(2,010
)
6,772

6,772

  Restructuring and related charges
65

(242
)
307

307

  Discrete tax items and tax effect of non-GAAP adjustments



(2,803
)
Non-GAAP from continuing operations
$
63,341

$
56,094

$
7,247

$
5,644

As a % of revenue (GAAP)
49.4
%
53.4
%
(3.9
)%
(2.9
)%
As a % of revenue (Non-GAAP)
54.1
%
47.9
%
6.2
 %
4.8
 %
Diluted net income (loss) per share from continuing operations:
 
 
 
 
  Diluted net loss per share from continuing operations-GAAP
 
 
 
$
(0.03
)
  Diluted net income per share from continuing operations-Non-GAAP
 
 
 
$
0.05

Shares used to compute diluted net income (loss) per share from continuing operations:
 
 
 
 
  GAAP
 
 
 
109,938

  Non-GAAP
 
 
 
110,909