Document


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
August 9, 2016
 
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))




Item 2.02
Results of Operations and Financial Condition.
On August 9, 2016, Harmonic Inc. (“Harmonic”) issued a press release regarding its preliminary unaudited financial results for the quarter ended July 1, 2016. In the press release, Harmonic also announced that it would be holding a conference call on August 9, 2016 to discuss its financial results for the quarter ended July 1, 2016. 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 Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 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 Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 furnished herewith shall not be incorporated by reference into any filing by Harmonic under the Securities Act of 1933, as amended (the “Securities Act”), or under the Exchange Act.
 
Item 9.01
Financial Statements and Exhibits.
(d)    Exhibits
Exhibit No.
Description
99.1
Press release of Harmonic Inc. dated August 9, 2016, entitled “Harmonic Announces Second Quarter 2016 Results.”


2



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: August 9, 2016
 
 
 
HARMONIC INC.
 
 
 
 
 
 
 
 
By:
 
/s/ Harold Covert
 
 
 
 
 
 
Harold Covert
 
 
 
 
 
 
Chief Financial Officer



3



EXHIBIT INDEX

Exhibit No.
Description
99.1
Press release of Harmonic Inc. dated August 9, 2016, entitled “Harmonic Announces Second Quarter 2016 Results.”


Exhibit


Exhibit 99.1
FOR IMMEDIATE RELEASE

Harmonic Announces Second Quarter 2016 Results
SAN JOSE, Calif.-August 9, 2016-Harmonic Inc. (NASDAQ: HLIT), the worldwide leader in video delivery infrastructure, announced today its preliminary and unaudited results for the second quarter of 2016.
GAAP net revenue for the second quarter of 2016 was $108.8 million, compared with $81.8 million for the first quarter of 2016 and $103.1 million for the second quarter of 2015.
Non-GAAP net revenue for the second quarter of 2016 was $109.5 million, compared with $82.5 million for the first quarter of 2016 and $103.1 million for the second quarter of 2015.
Bookings for the second quarter of 2016 were $117.3 million, compared with $109.6 million for the first quarter of 2016 and $99.3 million for the second quarter of 2015.
GAAP net loss for the second quarter of 2016 was $(20.6) million, or $(0.27) per diluted share, compared with a GAAP net loss for the first quarter of 2016 of $(25.2) million, or $(0.33) per diluted share, and a GAAP net loss of $(1.0) million, or $(0.01) per diluted share, for the second quarter of 2015.
Non-GAAP net loss for the second quarter of 2016 was $(0.2) million, or $0.00 per diluted share, compared with non-GAAP net loss for the first quarter of 2016 of $(8.2) million, or $(0.11) per diluted share, and non-GAAP net income of $4.2 million, or $0.05 per diluted share, for the second quarter of 2015. See “Use of Non-GAAP Financial Measures” and “GAAP to Non-GAAP Reconciliations” below.
Total cash, cash equivalents and short-term investments were $65.3 million at the end of the second quarter of 2016, down $11.0 million from $76.2 million at the end of the prior quarter, primarily due to the payment of certain purchase price adjustments related to the Thomson Video Networks (“TVN”) acquisition and an increase in accounts receivable which reflects our sequential revenue growth and payments of restructuring and integration charges. In the second quarter of 2016, the Company used approximately $2.9 million of cash from operations.
“Our financial results for the second quarter of 2016 were at the high end of our plan for both our Video and Cable Edge segments” said Patrick Harshman, Harmonic’s President and CEO. “Consequently, we enter the second half of the year with record backlog and deferred revenue. Our new CableOS products are scheduled to begin shipping in the fourth quarter of this year, and we remain on track to realize targeted synergy savings from the combination of Harmonic and TVN,” concluded Mr. Harshman.

Second Quarter 2016 Highlights
Strong sequential and year-over-year bookings and revenue growth.
Backlog and deferred revenue grew to a record $190.4 million.
Remained on track to realize $20-$22 million of annualized cost savings from the combination of Harmonic and TVN by the end of calendar year 2016.
Entered into a $10 million engineering collaboration agreement that will extend into 2017.
Several key trials underway on our recently announced VOS Cloud and VOS 360 software-as-a-service offerings with new cloud partners and tier 1 pay TV operators.










Business Outlook
Third Quarter 2016 GAAP Financial Guidance
For the third quarter of 2016, Harmonic anticipates:
Net revenue to be $104.5 million to $109.5 million, which includes Video revenue of $92.5 million to $95.5 million and Cable Edge revenue of $12.0 million to $14.0 million
Gross margin to be 50.0% to 51.0%
Operating expense to be $65.5 million to $66.5 million
Operating loss to be $(12.5) million to $(10.5) million
EPS to be $(0.16) to $(0.14)
Share count for EPS calculation to be approximately 78 million shares of Harmonic common stock
Cash on hand at quarter-end to be $60.0 million to $65.0 million

2016 GAAP Financial Guidance
Harmonic’s projections for full year 2016 include two fiscal quarters of financial projections for TVN, from the third quarter through the fourth quarter of 2016.

For 2016, Harmonic anticipates:
Net revenue to be $408.0 million to $418.0 million, which includes Video revenue of $348.0 million to $353.0 million and Cable Edge revenue of $60.0 million to $65.0 million
Gross margin to be 50.0% to 51.0%
Operating expense to be $257.5 million to $261.5 million
Operating loss to be $(55.0) million to $(50.0) million
EPS to be $(0.69) to $(0.64)
Share count for EPS calculation to be 78 million to 79 million shares of Harmonic common stock
Capital expenditures to be $14.0 million to $16.0 million
Cash on hand at year-end to be $65.0 million to $70.0 million

Third Quarter 2016 Non-GAAP Financial Guidance
For the third quarter of 2016, Harmonic anticipates:
Net revenue to be $105.0 million to $110.0 million, which includes Video revenue of $93.0 million to $96.0 million and Cable Edge revenue of $12.0 million to $14.0 million
Gross margin to be 53.0% to 54.0%
Operating expense to be $54.0 million to $55.0 million
Operating income to be $2.0 million to $4.0 million
EPS to be $0.01 to $0.03
Tax rate to be approximately 15%
Share count for EPS calculation to be approximately 78 million shares of Harmonic common stock
Cash on hand at quarter-end to be $60.0 million to $65.0 million

See “Use of Non-GAAP Financial Measures” and “GAAP to Non-GAAP Reconciliations” below.
2016 Non-GAAP Financial Guidance

For 2016, Harmonic anticipates:
Net revenue to be $410.0 million to $420.0 million, which includes Video revenue of $350.0 million to $355.0 million and Cable Edge revenue of $60.0 million to $65.0 million
Gross margin to be 53.0% to 54.0%
Operating expense to be $212.0 million to $216.0 million
Operating income to be $5.0 million to $10.0 million
EPS to be $0.01 to $0.06
Tax rate to be approximately 15%
Share count for EPS calculation to be 78 million to 79 million shares of Harmonic common stock
Capital expenditures to be $14.0 million to $16.0 million
Cash on hand at year-end to be $65.0 million to $70.0 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, August 9, 2016. A listen-only broadcast of the conference call can be accessed either from the Company's website at www.harmonicinc.com or by calling +1.847.585.4405 or +1.888.771.4371 (passcode 42982000). The replay 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 42982000#).
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 second quarter ended July 1, 2016 and our expectations concerning quarter-on-quarter growth; GAAP net revenue, GAAP gross margins, GAAP operating expenses, GAAP operating income (loss), GAAP EPS, non-GAAP revenue, non-GAAP gross margins, non-GAAP operating expenses, non-GAAP operating income (loss), non-GAAP EPS, and tax rate and capital expenditures for the third quarter of 2016 and fiscal year ended December 31, 2016, as well as cash on hand at the end of the third quarter of 2016 and at December 31, 2016. 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: unexpected delays, difficulties and/or costs relating to integrating TVN with Harmonic; anticipated business opportunities and operational efficiencies for the combined company do not fully materialize; 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 fluctuations 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 risks associated with our outstanding convertible notes. 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, 2015, our recent Quarterly Reports on Form 10-Q 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: revenue, 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 types of non-GAAP adjustments described below





have historically been excluded from our GAAP financial measures: acquisition accounting impacts to TVN deferred revenue and TVN inventory valuation; TVN acquisition-and integration-related costs; Cable Edge inventory charge in connection with certain product lines; restructuring and related charges; and non-cash items, such as impairment of long-term investment, stock-based compensation expense, amortization of intangibles and non-cash interest expenses related to convertible debt 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, in thousands, except per share data)


 
July 1, 2016
 
December 31, 2015
ASSETS
 
 
 
Current assets:
 
 
 
   Cash and cash equivalents
$
51,516

 
$
126,190

   Short-term investments
13,760

 
26,604

   Accounts receivable, net
102,668

 
69,515

   Inventories
36,624

 
38,819

   Prepaid expenses and other current assets
44,210

 
25,003

Total current assets
248,778

 
286,131

Property and equipment, net
36,517

 
27,012

Goodwill
235,369

 
197,781

Intangibles, net
39,638

 
4,097

Other long-term assets
28,635

 
9,936

Total assets
$
588,937

 
$
524,957

 
 
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
Current liabilities:
 
 
 
   Other debts and capital lease obligations, current
$
7,829

 
$

   Accounts payable
35,794

 
19,364

   Income taxes payable
139

 
307

   Deferred revenue
63,518

 
33,856

   Accrued liabilities
52,346

 
31,354

Total current liabilities
159,626

 
84,881

Convertible debt, long-term
100,712

 
98,295

Other debts and capital lease obligations, long-term
16,190

 

Income taxes payable, long-term
3,980

 
3,886

Deferred tax liabilities, long-term
957

 

Other non-current liabilities
15,341

 
9,727

Total liabilities
296,806

 
196,789

 
 
 
 
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; 78,015 and 76,015 shares issued and outstanding at July 1, 2016 and December 31, 2015, respectively
78

 
76

   Additional paid-in capital
2,245,120

 
2,236,418

   Accumulated deficit
(1,949,715
)
 
(1,903,908
)
   Accumulated other comprehensive loss
(3,352
)
 
(4,418
)
Total stockholders' equity
292,131

 
328,168

Total liabilities and stockholders' equity
$
588,937

 
$
524,957







Harmonic Inc.
Condensed Consolidated Statements of Operations
(Unaudited, in thousands, except per share amounts)
 
Three months ended
 
Six months ended
 
July 1, 2016
 
July 3, 2015
 
July 1, 2016(1)
 
July 3, 2015
 
 
Net revenue
$
108,759

 
$
103,103

 
$
190,591

 
$
207,119

Cost of revenue
57,667

 
48,718

 
98,845

 
97,706

   Gross profit
51,092

 
54,385


91,746


109,413

Operating expenses:
 
 
 
 
 
 
 
   Research and development
26,507

 
21,816

 
50,070

 
44,145

   Selling, general and administrative
36,516

 
31,281

 
69,386

 
62,477

   Amortization of intangibles
4,232

 
1,446

 
6,597

 
2,892

   Restructuring and asset impairment charges
1,903

 
185

 
4,515

 
229

      Total operating expenses
69,158


54,728


130,568


109,743

Loss from operations
(18,066
)
 
(343
)

(38,822
)

(330
)
Interest (expense) income, net
(2,651
)
 
17

 
(5,072
)
 
72

Other income (expense), net
332

 
59

 
323

 
(447
)
Loss on impairment of long-term investment

 

 
(1,476
)
 
(2,505
)
Loss before income taxes
(20,385
)
 
(267
)

(45,047
)

(3,210
)
Provision for income taxes
242

 
727

 
760

 
441

Net loss
$
(20,627
)
 
$
(994
)

$
(45,807
)

$
(3,651
)
Net loss per share:
 
 
 
 
 
 
 
   Basic and diluted
$
(0.27
)
 
$
(0.01
)

$
(0.59
)

$
(0.04
)
Shares used in per share calculation:
 
 
 
 
 
 
 
   Basic and diluted
77,342

 
88,426

 
77,168

 
88,541


(1) On February 29, 2016, Harmonic closed the acquisition of TVN and as a result, our 2016 results for the six months ended July 1, 2016 include TVN results beginning on February 29, 2016.






Harmonic Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited, in thousands)
 
Six months ended
 
July 1, 2016
 
July 3, 2015
Cash flows from operating activities:
 
 
 
Net loss
$
(45,807
)
 
$
(3,651
)
Adjustments to reconcile net loss to net cash provided by operating activities:
 
 
 
   Amortization of intangibles
8,322

 
3,439

   Depreciation
7,737

 
6,930

   Stock-based compensation
5,862

 
8,018

   Amortization of discount on convertible debt
2,417

 

   Restructuring, asset impairment and loss on retirement of fixed assets
1,687

 
252

   Loss on impairment of long-term investment
1,476

 
2,505

   Deferred income taxes
38

 

   Provision for excess and obsolete inventories
5,203

 
843

   Allowance for doubtful accounts, returns and discounts
697

 
(713
)
   Excess tax benefits from stock-based compensation

 
(22
)
   Other non-cash adjustments, net
144

 

   Changes in assets and liabilities, net of effects of acquisition:
 
 
 
      Accounts receivable
(16,000
)
 
(1,222
)
      Inventories
3,158

 
(595
)
      Prepaid expenses and other assets
(5,039
)
 
(11,635
)
      Accounts payable
2,168

 
6,415

      Deferred revenue
26,795

 
9,833

      Income taxes payable
(122
)
 
(815
)
      Accrued and other liabilities
(7,029
)
 
(5,994
)
Net cash (used in) provided by operating activities
(8,293
)
 
13,588

Cash flows from investing activities:
 
 
 
Acquisition of business, net of cash acquired
(72,989
)
 

   Purchases of investments

 
(12,986
)
   Proceeds from sales and maturities of investments
12,842

 
15,744

   Purchases of property and equipment
(7,708
)
 
(7,505
)
   Purchases of long-term investments

 
(85
)
Net cash used in investing activities
(67,855
)
 
(4,832
)
Cash flows from financing activities:
 
 
 
Payment of convertible debt issuance costs
(582
)
 

Increase in other debts and capital leases
5,972

 

Repayment of other debts and capital leases
(6,524
)
 

   Payments for repurchase of common stock

 
(12,171
)
   Proceeds from common stock issued to employees
3,737

 
9,133

   Payment of tax withholding obligations related to net share settlements of restricted stock units
(1,034
)
 
(2,642
)
   Excess tax benefits from stock-based compensation

 
22

Net cash provided by (used in) financing activities
1,569

 
(5,658
)
Effect of exchange rate changes on cash and cash equivalents
(95
)
 
(81
)
Net (decrease) increase in cash and cash equivalents
(74,674
)
 
3,017

Cash and cash equivalents at beginning of period
126,190

 
73,032

Cash and cash equivalents at end of period
$
51,516

 
$
76,049







Harmonic Inc.
Revenue Information
(Unaudited, in thousands, except percentages)
 
Three months ended
 
Three months ended
 
Three months ended
 
July 1, 2016
 
April 1, 2016
 
July 3, 2015
 
GAAP
 
Adjustment(1)
 
Non-GAAP
 
GAAP(2)
 
Adjustment(1)
 
Non-GAAP(2)
 
GAAP and Non-GAAP(3)
Product
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Video Products
$
62,158

 
$
205

 
$
62,363

57%
 
$
44,212

 
$
355

 
$
44,567

54%
 
$
56,096

 
54%
Cable Edge
15,751

 

 
15,751

14%
 
13,432

 

 
13,432

16%
 
21,351

 
21%
Services and Support
30,850

 
575

 
31,425

29%
 
24,188

 
268

 
24,456

30%
 
25,656

 
25%
Total
$
108,759

 
$
780

 
$
109,539

100%
 
$
81,832

 
$
623

 
$
82,455

100%
 
$
103,103

 
100%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Geography
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Americas
$
57,681

 
$
150

 
$
57,831

53%
 
$
48,977

 
$
81

 
$
49,058

59%
 
$
60,342

 
58%
EMEA
33,456

 
488

 
33,944

31%
 
19,855

 
401

 
20,256

25%
 
27,360

 
27%
APAC
17,622

 
142

 
17,764

16%
 
13,000

 
141

 
13,141

16%
 
15,401

 
15%
Total
$
108,759

 
$
780

 
$
109,539

100%
 
$
81,832

 
$
623

 
$
82,455

100%
 
$
103,103

 
100%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Market
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Service Provider
$
64,921

 
$
329

 
$
65,250

60%
 
$
51,270

 
$
150

 
$
51,420

62%
 
$
64,041

 
62%
Broadcast and Media
43,838

 
451

 
44,289

40%
 
30,562

 
473

 
31,035

38%
 
39,062

 
38%
Total
$
108,759

 
$
780

 
$
109,539

100%
 
$
81,832

 
$
623

 
$
82,455

100%
 
$
103,103

 
100%

(1) Non-GAAP revenue for the three months ended July 1, 2016 and April 1, 2016 include $0.8 million and $0.6 million adjustments relating to TVN deferred revenue as a result of acquisition accounting, respectively.

(2) Excludes TVN revenue prior to March 1, 2016.

(3) There is no revenue adjustment for the three months ended July 3, 2015.







Harmonic Inc.
GAAP to Non-GAAP Reconciliations (Unaudited)
(In thousands, except percentages and per share data)
 
Three months ended
 
July 1, 2016
 
Revenue
Gross Profit
Total Operating Expense
Income (loss) from Operations
Net loss
GAAP
$
108,759

$
51,092

$
69,158

$
(18,066
)
$
(20,627
)
Cable Edge inventory charge

4,519


4,519

4,519

Acquisition accounting impact related to TVN deferred revenue
780

780


780

780

  Stock-based compensation in cost of revenue

424


424

424

  Stock-based compensation in research and development


(841
)
841

841

  Stock-based compensation in selling, general and administrative


(1,503
)
1,503

1,503

  Amortization of intangibles

1,307

(4,232
)
5,539

5,539

  Restructuring and related charges

6

(1,903
)
1,909

1,909

  TVN acquisition-and integration-related costs

433

(2,970
)
3,403

3,403

  Non-cash interest expenses related to convertible notes




1,233

  Discrete tax items and tax effect of non-GAAP adjustments




278

Non-GAAP
$
109,539

$
58,561

$
57,709

$
852

$
(198
)
As a % of revenue (GAAP)
 
47.0
%
63.6
%
(16.6
)%
(19.0
)%
As a % of revenue (Non-GAAP)
 
53.5
%
52.7
%
0.8
 %
(0.2
)%
Diluted net loss per share:
 
 
 
 
 
  Diluted net loss per share-GAAP
 
 
 
 
$
(0.27
)
  Diluted net loss per share-Non-GAAP
 
 
 
 
$
0.00

Shares used to compute diluted net loss per share:
 
 
 
 
 
  GAAP
 
 
 
 
77,342

  Non-GAAP
 
 
 
 
77,342

 
 
 
 
 
 
 
Three months ended
 
April 1, 2016
 
Revenue
Gross Profit
Total Operating Expense
Loss from Operations
Net Loss
GAAP
$
81,832

$
40,654

$
61,410

$
(20,756
)
$
(25,180
)
Acquisition accounting impacts related to TVN deferred revenue
623

623


623

623

Acquisition accounting impacts related to TVN fair value of inventory

189


189

189

  Stock-based compensation in cost of revenue

227


227

227

  Stock-based compensation in research and development


(969
)
969

969

  Stock-based compensation in selling, general and administrative


(1,898
)
1,898

1,898

  Amortization of intangibles

418

(2,365
)
2,783

2,783

  Restructuring and related charges

(29
)
(2,612
)
2,583

2,583

  TVN acquisition-and integration-related costs

58

(3,038
)
3,096

3,096

  Impairment of long-term investment




1,476

  Non-cash interest expenses related to convertible notes




1,187

  Discrete tax items and tax effect of non-GAAP adjustments




1,963

Non-GAAP
$
82,455

$
42,140

$
50,528

$
(8,388
)
$
(8,186
)
As a % of revenue (GAAP)
 
49.7
%
75.0
%
(25.4
)%
(30.8
)%
As a % of revenue (Non-GAAP)
 
51.1
%
61.3
%
(10.2
)%
(9.9
)%
Diluted net loss per share:
 
 
 
 
 
  Diluted net loss per share-GAAP
 
 
 
 
$
(0.33
)
  Diluted net loss per share-Non-GAAP
 
 
 
 
$
(0.11
)
Shares used to compute diluted net loss per share:
 
 
 
 
 
  GAAP
 
 
 
 
76,996

  Non-GAAP
 
 
 
 
76,996






 
 
 
 
 
 
 
Three months ended
 
July 3, 2015
 
Revenue
Gross Profit
Total Operating Expense
Income (Loss) from Operations
Net Income (Loss)
GAAP
$
103,103

$
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
$
103,103

$
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







Harmonic Inc.
GAAP to Non-GAAP Reconciliations on Business Outlook
(In millions, except percentages and per share data)

 
Q3 2016 Financial Guidance
 
Revenue
Gross Profit
Total Operating Expense
Income(loss) from Operations
Net Income(loss)
GAAP
$104.5 to $109.5
$53.0 to
 $56.0
$65.5 to
 $66.5
$(12.5) to
 $(10.5)
($12.5) to
 ($10.5)
  Acquisition accounting impact related to TVN deferred revenue
Approx. $0.5
Approx. $0.5
Approx. $0.5
Approx. $0.5
  Stock-based compensation expense
Approx. $0.5
Approx. ($3.0)
Approx. $3.5
Approx. $3.5
  Amortization of intangibles
Approx. $1.5
Approx. ($3.5)
Approx. $5.0
Approx. $5.0
  Restructuring and related charges and TVN acquisition/integration costs
Approx. $0.5
Approx. ($5.0)
Approx. $5.5
Approx. $5.5
  Non-cash interest expense related to convertible notes
Approx. $1.0
  Discrete tax items and tax effect of non-GAAP adjustments
Approx. ($2.5)
 
Approx. $0.5
Approx. $3.0
Approx. ($11.5)
Approx. $14.5
Approx. $13.0
 
 
 
 
 
 
Non-GAAP
$105.0 to $110.0
$56.0 to
 $59.0
$54.0 to
 $55.0
$2.0 to
 $4.0
$0.5 to
 $2.5
As a % of revenue (GAAP)
 
50% to 51%
61% to 63%
(12)% to (9)%
(12)% to (10)%
As a % of revenue (Non-GAAP)
 
53% to 54%
50% to 52%
2% to 4%
0% to 2%
Diluted income (loss) per share:
 
 
 
 
 
  Diluted net loss per share-GAAP
 
 
 
 
$(0.16) to $(0.14)
  Diluted net income per share-Non-GAAP
 
 
 
 
$0.01 to $0.03
Shares used to compute diluted income (loss) per share:
 
 
 
 
 
  GAAP and Non-GAAP
 
 
 
 
78.0
 
 
 
 
 
 
 
2016 Financial Guidance
 
Revenue
Gross Profit
Total Operating Expense
Income(loss) from Operations
Net Income(loss)
GAAP
$408.0 to
 $418.0
$202.5 to
 $211.5
$257.5 to
 $261.5
$(55.0) to
 $(50.0)
$(54.0) to
 $(50.0)
  Acquisition accounting impact related to TVN deferred revenue
Approx. $2.0
Approx. $2.0
Approx. $2.0
Approx. $2.0
Acquisition accounting impact related to TVN fair value of inventory
Approx. $0.2
Approx. $0.2
Approx. $0.2
  Stock-based compensation expense
Approx. $2.0
Approx. ($12.0)
Approx. $14.0
Approx. $14.0
  Amortization of intangibles
Approx. $4.3
Approx. ($11.0)
Approx. $15.3
Approx. $15.3
  Restructuring and related charges and TVN acquisition/integration costs
Approx. $1.5
Approx. ($22.5)
Approx. $24.0
Approx. $24.0
Cable Edge inventory charge
Approx. $4.5
Approx. $4.5
Approx. $4.5
  Non-cash interest expense related to convertible notes
Approx. $4.5
  Discrete tax items and tax effect of non-GAAP adjustments
Approx. ($10.0)
 
Approx. $2.0
Approx. $14.5
Approx. ($45.5)
Approx. $60.0
Approx. $54.5
 
 
 
 
 
 
Non-GAAP
$410.0 to $420.0
$217.0 to $226.0
$212.0 to
 $216.0
$5.0 to
 $10.0
$0.5 to
 $4.5
As a % of revenue (GAAP)
 
50% to 51%
62% to 63%
(13)% to (12)%
(13)% to (12)%
As a % of revenue (Non-GAAP)
 
53% to 54%
51% to 52%
1% to 2%
0% to 1%
Diluted income (loss) per share:
 
 
 
 
 
  Diluted net loss per share-GAAP
 
 
 
 
$(0.69) to $(0.64)
  Diluted net income per share-Non-GAAP
 
 
 
 
$0.01 to $0.06
Shares used to compute diluted income (loss) per share:
 
 
 
 
  GAAP and Non-GAAP
 
 
 
 
78 to 79