1
TOTAL NUMBER OF PAGES 15
INDEX TO EXHIBITS AT PAGE 14
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[ X ] Quarterly report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended March 28, 1997
OR
[ ] Transition report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from __________ to ___________
Commission File No. 0-25826
HARMONIC LIGHTWAVES, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 77-0201147
(State of incorporation) (I.R.S. Employer Identification No.)
549 Baltic Way
Sunnyvale, CA 94089
(408) 542-2500
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
--------------
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
As of March 28, 1997 there were 10,234,639 shares of the Registrant's Common
Stock outstanding.
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HARMONIC LIGHTWAVES, INC.
Index
Page
----
PART I - FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements:
Condensed Consolidated Balance Sheets at March 28, 1997
and December 31, 1996...........................................................................................3
Condensed Consolidated Statements of Operations for the Three Months
Ended March 28, 1997 and March 29, 1996.........................................................................4
Condensed Consolidated Statements of Cash Flows for the Three Months Ended
March 28, 1997 and March 29, 1996...............................................................................5
Notes to Condensed Consolidated Financial Statements............................................................6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations................................................................................7
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.........................................................................12
2
3
PART I - FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
HARMONIC LIGHTWAVES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
MARCH 28, DECEMBER 31,
1997 1996
------------------- -------------------
(UNAUDITED)
ASSETS
Current assets:
Cash and cash equivalents $ 14,548 $ 16,410
Accounts receivable, net 14,318 12,643
Inventories 16,951 14,782
Prepaid expenses and other assets 1,460 1,315
-------- -------
Total current assets 47,277 45,150
Property and equipment, net 9,452 8,751
Other assets 474 732
-------- --------
$ 57,203 $ 54,633
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 5,859 $ 5,604
Accrued liabilities 5,127 5,388
-------- --------
Total current liabilities 10,986 10,992
-------- --------
Stockholders' equity (deficit)
Preferred stock, $.001 par value, 5,000,000 shares authorized;
no shares issued or outstanding -- --
Common Stock, $.001 par value, 50,000,000 shares authorized;
10,234,639 and 10,040,036 shares issued and outstanding 10 10
Capital in excess of par value 55,059 54,579
Accumulated deficit (8,852) (10,948)
-------- --------
Total stockholders' equity 46,217 43,641
-------- --------
$ 57,203 $ 54,633
======== ========
The accompanying notes are integral part of these financial statements.
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HARMONIC LIGHTWAVES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
THREE MONTHS ENDED
---------------- -------- --------------
MARCH 28, MARCH 29,
1997 1996
------- -------
Net sales $19,033 $11,242
Cost of sales 10,042 6,282
------- -------
Gross profit 8,991 4,960
------- -------
Operating expenses:
Research and development 2,791 1,893
Sales and marketing 2,863 1,967
General and administrative 1,110 664
------- -------
Total operating expenses 6,764 4,524
------- -------
Income from operations 2,227 436
Interest income and other
income (expense), net 241 244
------- -------
Income before income taxes 2,468 680
Provision for income taxes 370 34
------- -------
Net income $ 2,098 $ 646
======= =======
Net income per share $ 0.18 $ 0.06
Weighted average common
shares and equivalents 11,568 11,174
======= =======
The accompanying notes are an integral part of these financial statements.
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HARMONIC LIGHTWAVES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
THREE MONTHS ENDED
---------------------------
MARCH 28, MARCH 29,
1997 1996
----------- -------------
Cash flows from operating activities:
Net income $ 2,098 $ 646
Adjustments to reconcile net income to
cash used in operating activities:
Depreciation and amortization 763 558
Changes in assets and liabilities:
Accounts receivable (1,675) (4,505)
Inventories (2,169) 603
Prepaid expenses and other assets 113 (1,195)
Accounts payable 255 463
Accrued liabilities (261) (233)
-------- --------
Net cash used in operating activities (876) (3,663)
-------- --------
Cash flows used in investing activities for the
acquisition of property and equipment (1,466) (959)
-------- --------
Cash flows provided by financing activities from
issuance of common stock, net 480 279
-------- --------
Net decrease in cash and cash equivalents (1,862) (4,343)
Cash and cash equivalents at beginning of period 16,410 22,126
-------- --------
Cash and cash equivalents at end of period $ 14,548 $ 17,783
======== ========
Supplemental schedule of cash flow information
Income taxes paid during the period $ 145 $ 100
The accompanying notes are an integral part of these financial statements.
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HARMONIC LIGHTWAVES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION
The accompanying financial statements include all adjustments
(consisting only of normal recurring adjustments) which Harmonic Lightwaves,
Inc. (the "Company") considers necessary for a fair presentation of the results
of operations for the interim periods covered and the financial condition of the
Company at the date of the balance sheets. The quarterly financial information
is unaudited. This Quarterly Report on Form 10-Q should be read in conjunction
with the Company's audited consolidated financial statements contained in the
Company's Annual Report on Form 10-K which was filed with the Securities and
Exchange Commission on March 28, 1997. The interim results presented herein are
not necessarily indicative of the results of operations that may be expected for
the full fiscal year ending December 31, 1997, or any other future period.
NOTE 2 - INVENTORIES (IN THOUSANDS)
MARCH 28, DECEMBER 31,
1997 1996
------------------- -------------------
(UNAUDITED)
Raw materials............................................................... $ 3,045 $ 3,104
Work-in-process............................................................. 5,266 4,704
Finished goods.............................................................. 8,640 6,974
------------------- -------------------
$ 16,951 $ 14,782
=================== ===================
NOTE 3 - NET INCOME PER SHARE
Net income per share is computed using the weighted average number of
common and common equivalent shares outstanding during the period. Common
equivalent shares consist of stock options and warrants (using the treasury
stock method). Common equivalent shares are excluded from the computation if
their effect is antidilutive.
NOTE 4 - RECENT ACCOUNTING STANDARDS
In February 1997, the Financial Accounting Standards Board issued
Statement No. 128 (SFAS 128), "Earnings Per Share." SFAS 128 replaces the
presentation of primary EPS with a presentation of basic EPS. It also requires
dual presentation of basic and diluted EPS on the face of the financial
statements for all entities with complex capital structures. SFAS 128 requires
adoption for fiscal periods ending after December 15, 1997. Pro forma disclosure
of basic EPS and diluted EPS for the current reporting and comparable period in
the prior year is as follows:
MARCH 28, MARCH 29,
NET INCOME PER SHARE - PRO FORMA (UNAUDITED) 1997 1996
- ------------------------------------------------------------------------------------------------------ -------------------
Basic net income per share ................................................ $ 0.21 $ 0.06
=================== ===================
Diluted net income per share .............................................. $ 0.18 $ 0.06
=================== ===================
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
OVERVIEW
Harmonic Lightwaves, Inc. ("Harmonic" or the "Company") is a worldwide supplier
of highly integrated fiber optic transmission, digital headend and element
management systems for the delivery of interactive services over broadband
networks. The Company designs, manufactures and markets optical transmitters,
nodes, receivers, digital video compression and modulation equipment and element
management hardware and software. These products are used by major
communications providers, such as cable television operators, in bi-directional
networks.
This Quarterly Report on Form 10-Q 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. Actual results could differ materially from
those projected in the forward-looking statements as a result of a number of
factors including those set forth under "Factors That May Affect Future Results
Of Operations" below and elsewhere in this Form 10-Q.
RESULTS OF OPERATIONS
Net Sales
The Company's net sales increased 69% from $11.2 million in the first quarter of
1996 to $19.0 million in the first quarter of 1997. This growth in net sales was
attributable in part to higher unit sales of the Company's existing products,
particularly its return path products and the 1550 nm MaxLink transmission
system which began shipment during the second quarter of 1996. These factors
were partially offset by lower unit sales of the YAGLink optical transmitter due
in part to the increasing acceptance of 1550 nm transmitters among cable
operators for broadcast transmission. In the first quarter of 1997, both
domestic and international sales increased over the levels achieved in the first
quarter of 1996. International sales represented 70% of net sales in the first
quarter of 1997 compared to 71% of net sales in the first quarter of 1996.
Gross Profit
Gross profit increased from $5.0 million (44% of net sales) in the first quarter
of 1996 to $9.0 million (47% of net sales) in the first quarter of 1997. The
increase in gross profit was principally due to the higher unit sales of
existing products, sales of the new 1550 nm MaxLink transmission system, higher
selling prices for certain products due to customer and model mix and lower
material costs. The increase in gross profit as a percentage of net sales in the
first quarter of 1997 was also due to certain nonrecurring costs incurred in the
first quarter of 1996, including start-up production costs associated with the
launch of the MAXLink transmitter and reconfiguration of certain products to
meet customer requirements and to ensure full compatibility with the Company's
element management products.
Research and Development
Research and development expenses increased from $1.9 million (17% of net sales)
in the first quarter of 1996 to $2.8 million (15% of net sales) in the first
quarter of 1997. The increase in research and development expenses was
principally attributable to increased headcount, particularly at the Company's
Israeli subsidiary, which is developing Harmonic's first digital headend
products. The Company anticipates that research and development expenses will
continue to increase substantially in absolute dollars, although such expenses
may vary as a percentage of net sales.
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8
Sales and Marketing
Sales and marketing expenses increased from $2.0 million (17% of net sales) in
the first quarter of 1996 to $2.9 million (15% of net sales) in the first
quarter of 1997. The increase in expenses was primarily due to higher headcount
and costs associated with expansion of the direct sales force, customer service
and technical support organizations, as well as higher promotional expenses. The
Company anticipates that sales and marketing expenses will continue to increase
substantially in absolute dollars, although such expenses may vary as a
percentage of net sales.
General and Administrative
General and administrative expenses increased from $0.7 million (6% of net
sales) in the first quarter of 1996 to $1.1 million (6% of net sales) in the
first quarter of 1997. The increase in expenses was principally attributable to
costs of supporting the Company's growth in headcount and operations. The
Company expects to incur higher levels of general and administrative costs in
the future, although such expenses may vary as a percentage of net sales.
Other Income (Expense)
Other income (expense), consisting principally of interest income, was $0.2
million in both the first quarter of 1996 and the first quarter of 1997. The
Company expects interest expense to be nominal in the future as it currently has
no capital lease obligations or bank debt.
Income Taxes
The provision for income taxes for the first quarter of 1996 and the first
quarter of 1997 are based on estimated effective annual tax rates of 5% and 15%,
respectively. The increase in effective rate in the first quarter of 1997
compared to the first quarter of 1996 is due to the expectation that the
Company's deferred tax assets, consisting primarily of net operating loss
carryovers, will be fully utilized during 1997. The Company's effective tax rate
for 1996 resulted from federal and state alternative minimum taxes and estimated
future realization of deferred tax assets.
LIQUIDITY AND CAPITAL RESOURCES
Cash used in operations was approximately $3.7 million and $0.9 million for the
first quarters of 1996 and 1997, respectively. The decrease in cash used in
operations is primarily due to higher net income and improved customer
collections, partially offset by cash used to fund inventory growth. In
addition, the Company paid approximately $1.1 million in prepaid rents and
deposits during the first quarter of 1996 in connection with signing a 10-year
lease for the new corporate headquarters in Sunnyvale, California which it
occupied in August 1996.
Additions to property, plant and equipment were approximately $1.0 million and
$1.5 million in the first quarters of 1996 and 1997, respectively. The increase
in 1997 compared to 1996 is due principally to leasehold improvements and
furniture and fixtures for the Company's new research and development facility
in Caesarea, Israel. The Company expects to spend approximately $5.0 million on
capital expenditures in 1997, primarily for manufacturing and test equipment.
As of March 28, 1997, the Company's principal sources of liquidity included cash
and cash equivalents of $14.5 million and a bank line of credit which provides
for up to $10.0 million in borrowings and expires in September 1997. The line of
credit bears interest at the bank's prime rate or LIBOR plus 2.0%. There were no
outstanding
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9
borrowings under this line during the first quarter of 1997. The Company expects
that it will be able to renew or replace the line of credit upon its expiration
on terms acceptable to the Company.
The Company believes that its existing liquidity sources and anticipated funds
from operations will satisfy its cash requirements for at least the next twelve
months.
FACTORS THAT MAY AFFECT FUTURE RESULTS OF OPERATIONS
Potential Fluctuations in Future Operating Results
The Company's operating results have fluctuated and may continue to fluctuate in
the future, on an annual and a quarterly basis, as a result of a number of
factors, many of which are outside of the Company's control, including the level
of capital spending in the cable television industry, changes in the regulatory
environment, changes in market demand, the timing of customer orders,
competitive market conditions, lengthy sales cycles, new product introductions
by the Company or its competitors, market acceptance of new or existing
products, the cost and availability of components, the mix of the Company's
customer base and sales channels, the mix of products sold, development of
custom products, the level of international sales and general economic
conditions. The Company establishes its expenditure levels for product
development and other operating expenses based on projected sales levels, and
expenses are relatively fixed in the short term. Accordingly, variations in
timing of sales can cause significant fluctuations in operating results. In
addition, because a significant portion of the Company's business is derived
from orders placed by a limited number of large customers, the timing of such
orders can also cause significant fluctuations in the Company's operating
results. If sales are below expectations in any given quarter, the adverse
impact of the shortfall on the Company's operating results may be magnified by
the Company's inability to adjust spending to compensate for the shortfall.
Dependence on Key Customers and End Users
Historically, a substantial majority of the Company's sales have been to
relatively few customers. Sales to the Company's ten largest customers in 1995,
1996 and the first quarter of 1997 accounted for approximately 80%, 72% and 74%,
respectively, of its net sales. The Company expects that sales to relatively few
customers will continue to account for a significant percentage of net sales for
the foreseeable future. Harmonic has adopted a strategy to sell to major
domestic customers through its own direct sales force and expects that domestic
OEM and distributor revenues will be a smaller percentage of net sales in the
future. In this regard, net sales to ANTEC in the first quarter of 1997 were not
significant, and are expected to be insignificant in the future. Substantially
all of the Company's sales are made on a purchase order basis, and none of the
Company's customers has entered into a long-term agreement requiring it to
purchase the Company's products. The loss of, or any reduction in orders from, a
significant customer would have a material adverse effect on the Company's
business and operating results.
Dependence on Cable Television Industry Capital Spending
To date, substantially all of the Company's sales have been derived, directly or
indirectly, from sales to cable television operators. Demand for the Company's
products depends to a significant extent upon the magnitude and timing of
capital spending by cable television operators for constructing, rebuilding or
upgrading their systems. The capital spending patterns of cable television
operators are dependent on a variety of factors, including access to financing,
cable television operators' annual budget cycles, the status of federal, local
and foreign government regulation of telecommunications and television
broadcasting, overall demand for cable television services, competitive
pressures (including the availability of alternative video delivery technologies
such as satellite broadcasting), discretionary customer spending patterns and
general economic conditions. The Company believes that the consolidation of
ownership of domestic cable television systems, by acquisition and system
exchanges, together with uncertainty over regulatory issues, particularly the
debate over the provisions
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10
of the Telecommunications Act of 1996, caused delays in capital spending by
major domestic MSOs during the second half of 1995 and first quarter of 1996.
Although the Act became law in February 1996 and the Company believes that its
provisions will result in increased capital expenditures in the
telecommunications industry, there can be no assurance that capital spending by
domestic MSOs will increase in the near future, or at all, or that Harmonic's
sales will benefit. In addition, cable television capital spending can be
subject to the effects of seasonality, with fewer construction and upgrade
projects typically occurring in winter months and otherwise being affected by
inclement weather.
Highly Competitive Industry
The market for cable television transmission equipment is extremely competitive
and has been characterized by rapid technological change. Most of the Company's
competitors are substantially larger and have greater financial, technical,
marketing and other resources than the Company. Many of such large competitors
are in a better position to withstand any significant reduction in capital
spending by cable television operators. In addition, many of the Company's
competitors have more long standing and established relationships with domestic
and foreign cable television operators than does the Company. There can be no
assurance that the Company will be able to compete successfully in the future or
that competition will not have a material adverse effect on the Company's
business and operating results.
Rapid Technological Change
The market for the Company's products is relatively new, making it difficult to
accurately predict the market's future growth rate, size and technological
direction. In view of the evolving nature of this market, there can be no
assurance that cable television operators, telephone companies or other
suppliers of broadband services will not decide to adopt alternative
architectures or technologies that are incompatible with the Company's products,
which would have a material adverse effect on the Company's business and
operating results.
The broadband communications markets are characterized by continuing
technological advancement. To compete successfully, the Company must design,
develop, manufacture and sell new products that provide increasingly higher
levels of performance and reliability. As new markets for broadband
communications equipment continue to develop, the Company must successfully
develop new products for these markets in order to remain competitive. For
example, to compete successfully in the future, the Company believes that it
must successfully develop and introduce products that will facilitate the
processing and transmission of digital signals over optical networks. While the
Company has announced and demonstrated initial products for digital
applications, there can be no assurance that the Company will successfully
complete development of, or successfully introduce, products for digital
applications, or that such products will achieve commercial acceptance. In
addition, in order to successfully develop and market its planned products for
digital applications, the Company may be required to enter into technology
development or licensing agreements with third parties. Although many companies
are often willing to enter into such technology development or licensing
agreements, there can be no assurance that such agreements will be negotiated on
terms acceptable to the Company, or at all. The failure to enter into technology
development or licensing agreements, when necessary, could limit the Company's
ability to develop and market new products and could have a material adverse
effect on the Company's business and operating results.
The failure of the Company to successfully develop and introduce new products
that address the changing needs of the broadband communications market could
have a material adverse effect on the Company's business and operating results.
In addition, there can be no assurance that the successful introduction by the
Company of new products will not have an adverse effect on the sales of the
Company's existing products. For instance, an emerging trend in the domestic
market toward narrowcasting (targeted delivery of advanced services to small
groups of subscribers) is causing changes in the network architectures of some
cable operators. This may have the effect of changing the Company's product mix
toward lower price transmitters, which could adversely affect the Company's
gross margins.
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Sole or Limited Sources of Supply
Certain components and subassemblies necessary for the manufacture of the
Company's products are obtained from a sole supplier or a limited group of
suppliers. The reliance on sole or limited suppliers, particularly foreign
suppliers, and the Company's increasing reliance on subcontractors involve
several risks, including a potential inability to obtain an adequate supply of
required components or subassemblies and reduced control over pricing, quality
and timely delivery of components or subassemblies. Certain key elements of the
Company's digital headend products are expected to be provided initially by a
sole foreign supplier. The Company does not maintain long-term agreements with
any of its suppliers or subcontractors. An inability to obtain adequate
deliveries or any other circumstance that would require the Company to seek
alternative sources of supply could affect the Company's ability to ship its
products on a timely basis, which could damage relationships with current and
prospective customers and could have a material adverse effect on the Company's
business and operating results. The Company believes that investment in
inventories will constitute a significant portion of its working capital in the
future. As a result of such investment in inventories, the Company may be
subject to an increasing risk of inventory obsolescence in the future, which
would materially and adversely affect its business and operating results.
Risks of International Operations
Sales to customers outside of the United States in 1995, 1996 and the first
quarter of 1997 represented 65%, 57% and 70% of net sales, respectively, and the
Company expects that international sales will continue to represent a
substantial portion of its net sales for the foreseeable future. To date, the
Company has sold its products outside the United States primarily through
distributors. The Company has recently established a subsidiary in the United
Kingdom to market Harmonic's products and support its customers. In the future,
the Company may establish its own sales and support offices in other countries.
There can be no assurance that the establishment of any such sales and support
offices will not adversely affect the Company's existing relationships abroad or
will result in increased sales of the Company's products. The Company also has
an Israeli subsidiary that engages primarily in research and development.
International operations are subject to a number of risks, including changes in
foreign government regulations and telecommunications standards, export license
requirements, tariffs and taxes, other trade barriers, fluctuations in currency
exchange rates, difficulty in collecting accounts receivable, difficulty in
establishing, staffing and managing foreign operations and political and
economic instability. While international sales are typically denominated in
U.S. dollars, fluctuations in currency exchange rates could cause the Company's
products to become relatively more expensive to customers in a particular
country, leading to a reduction in sales or profitability in that country.
Payment cycles for international customers are typically longer than those for
customers in the United States. There can be no assurance that foreign markets
will continue to develop or that the Company will receive future orders to
supply its products in international markets at rates equal to or greater than
those experienced in recent periods.
Management of Growth
The growth in the Company's business has placed, and is expected to continue to
place, a significant strain on the Company's limited personnel, management and
other resources. The Company's ability to manage any future growth effectively
will require it to attract, train, motivate and manage new employees
successfully, to integrate new employees into its overall operations, to retain
key employees and to continue to improve its operational, financial and
management systems. Any failure by the Company to manage effectively its future
growth could have a material adverse effect on the Company's business and
operating results.
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PART II
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
A. Exhibits
Exhibit # Description of Document
--------- -----------------------
11.1 Computation of Net Income Per Share
27.1 Financial Data Schedule
B. Reports on Form 8-K
The Company did not file any reports on Form 8-K during the three months
ended March 28, 1997.
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SIGNATURE
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, thereunto duly authorized.
Dated: May 8, 1997
HARMONIC LIGHTWAVES, INC.
(Registrant)
By: /s/ Robin N. Dickson
------------------------------
Robin N. Dickson
Chief Financial Officer
(Principal Financial and Accounting Officer)
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HARMONIC LIGHTWAVES, INC.
Index to Exhibits
EXHIBIT NO. DESCRIPTION OF DOCUMENT
11.1 Computation of Net Income Per Share
27.1 Financial Data Schedule
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1
EXHIBIT 11.1
HARMONIC LIGHTWAVES, INC.
COMPUTATION OF NET INCOME PER SHARE
(IN THOUSANDS)
(UNAUDITED)
THREE MONTHS ENDED
MARCH 28, MARCH 29,
---------------- -------- -----------------
1997 1996
---- ----
Net Income $ 2,098 $ 646
================ =================
Weighted average shares outstanding:
Common stock 10,210 9,984
Common stock issuable upon exercise
of options and warrants 1,358 1,190
---------------- -----------------
Weighted average common
shares and equivalents 11,568 11,174
================ =================
Net income per share(1) $ 0.18 $ 0.06
================ =================
(1) Computed in the manner described in Note 3 to Notes to Condensed
Consolidated Financial Statements.
15
5
1,000
3-MOS
DEC-31-1997
JAN-01-1997
MAR-28-1997
14,548
0
14,318
0
16,951
47,277
9,452
0
57,203
10,986
0
0
0
55,069
(8,852)
57,203
19,033
19,033
10,042
10,042
0
0
0
2,468
370
2,098
0
0
0
2,098
.18
0
