Press Release

Harmonic Announces Second Quarter Results; Significant Improvement in Operating Performance; Strong New Order Momentum; Important New Product Introductions

July 26, 2006

SUNNYVALE, Calif., Jul 26, 2006 (BUSINESS WIRE) -- Harmonic Inc. (Nasdaq:HLIT), a leading provider of digital video, broadband optical networking and IP delivery systems, today announced its results for the quarter ended June 30, 2006.

For the second quarter of 2006, the Company reported net sales of $53.3 million, compared to $56.2 million in the previous quarter and $59.8 million in the second quarter of 2005. The lower than anticipated net sales were primarily a result of supply chain constraints on certain product lines and the timing of completion of certain projects underway for international telco customers. These delays are estimated to represent approximately $6 million in net sales.

New order bookings strengthened significantly during the second quarter and the Company continued to expand its customer base worldwide. International sales represented 49% of net sales for the second quarter of 2006, compared to 54% for the previous quarter and 41% in the second quarter of 2005.

During the second quarter of 2006, the Company improved its gross margins and reduced its operating expenses as compared to the first quarter of 2006 and the corresponding period in 2005. Gross margins improved by over five percentage points compared to the previous quarter. This increase was largely due to an increase in the proportion of net sales from video processing and services and more favorable gross margins from the Company's new products.

The GAAP net loss for the second quarter of 2006 was $2.9 million, or $0.04 per share, compared to a GAAP net loss of $2.5 million, or $0.03 per share, for the same period of 2005. The GAAP net loss for the second quarter of 2006 includes a non-cash charge of $1.5 million for stock-based compensation expense. Prior period GAAP results presented do not include stock-based compensation expense. Excluding these accounting charges for stock-based compensation expense as well as the amortization of intangibles and severance costs, the non-GAAP net loss for the second quarter of 2006 was $0.2 million, or $0.00 per share, compared to a non-GAAP net loss of $2.2 million, or $0.03 per share, for the same period of 2005. The severance costs of approximately $1.0 million in the second quarter of 2006 related to changes in the Company's senior management, implemented following the appointment of Patrick Harshman as President and Chief Executive Officer in May.

The Company had positive cash flow in the second quarter of 2006. As of June 30, 2006, cash, cash equivalents and short-term investments totaled $113.5 million, an increase of approximately $5 million from March 31, 2006.

"While our second quarter revenue was lower than expected due mainly to supply chain constraints, we saw bookings strengthen as the quarter progressed," said Patrick Harshman, President and Chief Executive Officer. "We continue to extend our leadership in the IPTV market with a number of new customer wins and introduced important new products and solutions, including today's announcement of our next-generation high-definition MPEG-4 AVC encoder. As we move into the third quarter, we see strong momentum in our business. In the second half of 2006, we continue to expect significant growth from the first half of the year."

"We are also very encouraged by the improvements in our operating performance, driven principally by improved product mix and customer adoption of our new higher-margin products. In addition to the recent streamlining of our senior management team, we continue to aggressively pursue further cost reductions and improvements in operating efficiencies while maintaining our core competitive strengths. We are currently executing on a plan to make more efficient use of our facilities, leading to significant future reductions in occupancy expenses. We believe that continuing improvements in our operating performance coupled with our deep customer relationships, outstanding technologies and a strong balance sheet put Harmonic in an increasingly strong strategic position to capitalize on the emerging opportunities in video delivery."

Business Outlook

For the second half of 2006, the Company anticipates net sales in the range of $130 to $140 million, with a GAAP loss in the second half and for the full year, in part due to an anticipated restructuring charge for excess facilities that the Company expects to incur in connection with its plan to make more efficient use of its facilities. On a non-GAAP basis, the Company anticipates a return to profitability in both quarters of the second half and for the full year, excluding the impact of stock-based compensation expense, amortization of intangibles and charges for restructuring costs.

Conference Call Information

Harmonic will host a conference call today to discuss its financial results at 2:00 P.M. Pacific (5:00 P.M. Eastern). A listen-only broadcast of the conference call can be accessed on the Company's website at www.harmonicinc.com or by calling +1-617-597-5346 (participant code 61930883). The replay will be available after 5:00 P.M. Pacific at the same website address or by calling +1-617-801-6888 (participant code 88484218).

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. For more information, visit 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 estimates of the amount of net sales that were delayed by supply chain constraints on certain product lines and the timing of completion of certain projects underway for our international telco customers; our beliefs regarding momentum in our business as we move into the third quarter; our expectation that we will experience significant growth in the second half of 2006 from the first half of the year; our plans and expectations regarding further cost reductions and improvements in operating efficiencies, including our plan to make more efficient use of our facilities; our expectation that we will incur a charge for excess facilities costs; our expectation that we will have significant future reductions in occupancy expenses; our belief that continuing improvements in our operating performance coupled with our deep customer relationships, outstanding technologies and a strong balance sheet put us in an increasingly strong strategic position to capitalize on the emerging opportunities in video delivery; and our expectations regarding our sales for the second half of 2006 and our GAAP and non-GAAP results for the third quarter and remainder of the year. Our expectations and beliefs 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 supply chain constraints with certain of our suppliers, difficulties in executing on our plan to improve our operating efficiencies, delays or decreases in capital spending in the cable, satellite and telco industries, customer concentration and consolidation, 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, and risks associated with a cyclical and unpredictable sales cycle. 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 Annual Report filed on Form 10-K and Form 10-K/A for the year ended December 31, 2005, our Quarterly Report on Form 10-Q for the quarter ended March 31, 2006, and our current reports on Form 8-K. 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.
                 Condensed Consolidated Balance Sheets
                            (In thousands)
                                              June 30,    December 31,
                                                2006         2005
                                             ------------ ------------
                                             (Unaudited)
Assets
Current assets:
     Cash and cash equivalents               $    49,970  $    37,818
     Short-term investments                       63,564       73,010
     Accounts receivable, net                     35,493       43,433
     Inventories                                  30,961       38,552
     Prepaid expenses and other current
      assets                                      11,932        8,335
                                              -----------  -----------

       Total current assets                      191,920      201,148

Property and equipment, net                       15,431       17,040

Intangibles and other assets                       7,322        8,109
                                              -----------  -----------

                                             $   214,673  $   226,297
                                              ===========  ===========

Liabilities and stockholders' equity
Current liabilities:
     Current portion of long-term debt       $       693  $       812
     Accounts payable                             16,249       19,378
     Income taxes payable                          6,856        6,480
     Deferred revenue                             16,518       18,932
     Accrued liabilities                          37,281       37,438
                                              -----------  -----------

       Total current liabilities                  77,597       83,040
                                              -----------  -----------

Long-term debt, less current portion                 161          460
Accrued excess facilities costs                   16,536       18,357
Other non-current liabilities                      9,937       11,458
                                              -----------  -----------

      Total liabilities                          104,231      113,315
                                              -----------  -----------

Stockholders' equity:
     Common stock                              2,053,478    2,048,164
     Accumulated deficit                      (1,942,766)  (1,934,715)
     Accumulated other comprehensive loss           (270)        (467)
                                              -----------  -----------

       Total stockholders' equity                110,442      112,982
                                              -----------  -----------

                                             $   214,673  $   226,297
                                              ===========  ===========



                             Harmonic Inc.
            Condensed Consolidated Statements of Operations
                 (In thousands, except per share data)
                              (Unaudited)

                                   Three Months        Six Months
                                       Ended              Ended
                                 ----------------- -------------------
                                 June 30,  July 1,  June 30,   July 1,
                                   2006     2005      2006      2005
                                 -------- -------- --------- ---------

Net sales                        $53,270  $59,762  $109,491  $132,678

Cost of sales                     31,664   36,365    68,005    82,233
                                  -------  -------  --------  --------

Gross profit                      21,606   23,397    41,486    50,445
                                  -------  -------  --------  --------

Operating expenses:
   Research and development        9,585    9,519    19,533    18,977
   Selling, general and
    administrative                15,979   16,611    31,692    31,937
   Amortization of intangibles        43      165       135     1,123
                                  -------  -------  --------  --------

     Total operating expenses     25,607   26,295    51,360    52,037
                                  -------  -------  --------  --------

Loss from operations              (4,001)  (2,898)   (9,874)   (1,592)

Interest and other income, net     1,303      332     2,203       804
                                  -------  -------  --------  --------

Loss before income taxes          (2,698)  (2,566)   (7,671)     (788)

Provision for (benefit from)
 income taxes                        205      (36)      380        36
                                  -------  -------  --------  --------

Net loss                         $(2,903) $(2,530) $ (8,051) $   (824)
                                  =======  =======  ========  ========

Net loss per share
   Basic                         $ (0.04) $ (0.03) $  (0.11) $  (0.01)
                                  =======  =======  ========  ========

   Diluted                       $ (0.04) $ (0.03) $  (0.11) $  (0.01)
                                  =======  =======  ========  ========

Shares used to compute net loss
 per share:
   Basic                          74,167   73,112    74,134    72,976
                                  =======  =======  ========  ========

   Diluted                        74,167   73,112    74,134    72,976
                                  =======  =======  ========  ========




                             Harmonic Inc.
            Condensed Consolidated Statements of Cash Flows
                            (In thousands)
                              (Unaudited)
                                                    Six Months Ended
                                                   -------------------
                                                    June 30,  July 1,
                                                     2006      2005
                                                   --------- ---------

Cash flows from operating activities:
   Net loss                                        $ (8,051) $   (824)
   Adjustments to reconcile net loss to cash
    provided by operating activities:
      Amortization of intangibles                       458     2,065
      Depreciation                                    3,993     4,033
      Stock-based compensation                        3,131         8
      Loss on disposal of fixed assets                   20        13
      Deferred income taxes                              --      (136)
Changes in assets and liabilities:
      Accounts receivable                             7,630    16,875
      Inventories                                     7,564       514
      Prepaid expenses and other assets              (3,731)    1,705
      Accounts payable                               (3,129)   (9,139)
      Deferred revenue                               (3,248)    4,144
      Income taxes payable                              319      (583)
      Accrued excess facilities costs                (2,335)   (2,372)
      Accrued and other liabilities                     697   (15,516)
                                                    --------  --------
       Net cash provided by operating activities      3,318       787
                                                    --------  --------

Cash flows from investing activities:
   Purchases of investments                         (39,431)  (30,388)
   Proceeds from sale of investments                 49,024    27,950
   Acquisition of property and equipment, net        (2,404)   (2,929)
   Acquisition of BTL, net of cash acquired              --    (5,955)
                                                    --------  --------
       Net cash provided by (used in) investing
        activities                                    7,189   (11,322)
                                                    --------  --------

Cash flows from financing activities:
   Repayments under bank line and term loan            (418)     (662)
   Repayments of capital lease obligations              (41)      (50)
   Proceeds from issuance of common stock, net        2,145     6,106
                                                    --------  --------
       Net cash provided by financing activities      1,686     5,394
                                                    --------  --------

Effect of exchange rate changes on cash and cash
 equivalents                                            (41)      277
                                                    --------  --------

Net increase (decrease) in cash and cash
 equivalents                                         12,152    (4,864)
Cash and cash equivalents at beginning of period     37,818    26,603
                                                    --------  --------

Cash and cash equivalents at end of period         $ 49,970  $ 21,739
                                                    ========  ========

Use of Non-GAAP Financial Measures

In establishing operating budgets, managing its business performance, and setting internal measurement targets, the Company excludes a number of items required by GAAP. Management believes that these accounting charges and credits, which typically are non-cash nature or affect the period-to-period comparability of results, are not useful in managing its operations and business. Historically, the Company has publicly presented 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 used by management are gross margins, operating expenses, net income (loss) and net income (loss) per share. The presentation of non-GAAP information is subject to material limitations, 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 non-GAAP measures to GAAP is included with the financial statements contained in this press release. These adjustments for the periods presented, and the basis for excluding them, are:

-- Restructuring Activities

-- Severance Costs

The Company has incurred severance costs in cost of sales and in operating expenses due to a recent reorganization of its senior management following the appointment of its new President and Chief Executive Officer in May. The Company excludes costs of this nature in evaluating its ongoing operational performance as they affect the comparability of results. We believe that these costs do not reflect expected future operating expenses nor do they provide a meaningful comparison of current versus prior operating results.

-- Non-Cash Items

-- Stock-Based Compensation Expense

Harmonic has incurred stock-based compensation expense as required under FAS 123R for fiscal year 2006 and under APB 25 for prior comparative periods. The Company excludes stock-based compensation expense because it believes that this measure is not relevant in planning and managing its operations. Furthermore, because of varying available valuation methodologies, subjective assumptions and the variety of stock-based compensation arrangements, we believe that the exclusion of stock-based compensation expense allows for more accurate comparisons to competitors and peer group companies.

-- Amortization of Intangibles

The Company has incurred amortization of intangibles, included in gross margins and operating expenses in its GAAP financial statements, related to acquisitions the Company has made. Management excludes these items when it evaluates its operating performance. The Company believes that eliminating this expense from its non-GAAP measures is useful to investors as a measurement when comparing historical and prospective results and comparing such results to competitors and peer group companies because it more clearly describes the Company's operating performance, since the amortization of intangibles will vary if and when the Company makes additional acquisitions.

                             Harmonic Inc.
             Non-GAAP to GAAP Income (Loss) Reconciliation
                              (Unaudited)

                      Three Months Ended        Three Months Ended
                         June 30, 2006             July 1, 2005
                   ------------------------- -------------------------
                                      Net                       Net
                    Gross  Operating Income   Gross  Operating Income
(In thousands)      Margin  Expense  (loss)   Margin  Expense  (loss)
                   ------------------------- -------------------------

Non-GAAP           $22,339  $23,668   $(231) $23,568  $26,130 $(2,194)

Cost of sales
 related to
 severance costs      (300)            (300)
Cost sales related
 to stock based
 compensation
 expense              (268)            (268)
Research and
 development
 expense related to
 severance costs                 12     (12)
Research and
 development
 expense related
 to stock-based
 compensation
 expense                        451    (451)
Selling, general
 and administrative
 expense related to
 severance costs                650    (650)
Selling, general
 and administrative
 expense related to
 stock-based
 compensation
 expense                        783    (783)
Amortization of
 intangibles from
 acquisitions         (165)      43    (208)    (171)     165    (336)

                   ------------------------- -------------------------
GAAP               $21,606  $25,607 $(2,903) $23,397  $26,295 $(2,530)
                   ========================= =========================

Non-GAAP loss per
 share                               $(0.00)                   $(0.03)
                                    ========                  ========
GAAP loss per share                  $(0.04)                   $(0.03)
                                    ========                  ========
Shares used in per-
 share calculation
 - basic                             74,167                    73,112
                                    ========                  ========
Shares used in per-
 share calculation
 - diluted                           74,167                    73,112
                                    ========                  ========


                        Six Months Ended         Six Months Ended
(In thousands)            June 30, 2006           July 1, 2005
                   ------------------------- -------------------------
                                      Net                       Net
                    Gross  Operating Income   Gross  Operating Income
                    Margin  Expense  (loss)   Margin  Expense  (loss)
                   ------------------------- -------------------------

Non-GAAP           $42,651  $47,977 $(3,503) $51,387  $50,914  $1,241

Cost of sales
 related to
 severance costs      (300)            (300)
Cost of sales
 related to stock
 based compensation
 expense              (542)            (542)
Research and
 development
 expense related to
 severance costs                 12     (12)
Research and
 development
 expense related to
 stock-based
 compensation
 expense                        973    (973)
Selling, general
 and administrative
 expense related to
 severance costs                650    (650)
Selling, general
 and administrative
 expense related to
 stock-based
 compensation
 expense                      1,613  (1,613)
Amortization of
 intangibles from
 acquisitions         (323)     135    (458)    (942)   1,123  (2,065)

                   ------------------------- -------------------------
GAAP               $41,486  $51,360 $(8,051) $50,445  $52,037   $(824)
                   ========================= =========================

Non-GAAP income
 (loss) per share                    $(0.05)                    $0.02
                                    ========                  ========
GAAP loss per share                  $(0.11)                   $(0.01)
                                    ========                  ========
Shares used in per-
 share calculation
 - basic                             74,134                    72,976
                                    ========                  ========
Shares used in per-
 share calculation
 - diluted                           74,134                    74,058
                                    ========                  ========

SOURCE: Harmonic Inc.

Harmonic Inc.
Robin N. Dickson, 408-542-2500                           
or
StreetConnect
Investor Relations 
Michael Newman, 408-542-2760