1
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 June 27, 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 June 27, 1997 there were 10,335,400 shares of the Registrant's Common
Stock outstanding.
1
2
HARMONIC LIGHTWAVES, INC.
Index
PART I - FINANCIAL INFORMATION Page
----
Item 1. Condensed Consolidated Financial Statements:
Condensed Consolidated Balance Sheets at June 27, 1997
and December 31, 1996.......................................................................3
Condensed Consolidated Statements of Operations for the Three Months and Six Months
Ended June 27, 1997 and June 28, 1996.......................................................4
Condensed Consolidated Statements of Cash Flows for the Six Months Ended
June 27, 1997 and June 28, 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 4. Submission of Matters to a Vote of Security Holders.................................12
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)
JUNE 27, DECEMBER 31,
1997 1996
----------- ------------
(UNAUDITED)
ASSETS
Current assets:
Cash and cash equivalents $ 10,964 $ 16,410
Accounts receivable, net 21,481 12,643
Inventories 13,871 14,782
Prepaid expenses and other assets 1,768 1,315
-------- --------
Total current assets 48,084 45,150
Property and equipment, net 9,835 8,751
Other assets 214 732
-------- --------
$ 58,133 $ 54,633
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 4,246 $ 5,604
Accrued liabilities 5,568 5,388
-------- --------
Total current liabilities 9,814 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;
10,335,400 and 10,040,036 shares issued and outstanding 10 10
Capital in excess of par value 55,341 54,579
Accumulated deficit (7,012) (10,948)
Currency translation (20) --
-------- --------
Total stockholders' equity 48,319 43,641
-------- --------
$ 58,133 $ 54,633
======== ========
The accompanying notes are integral part of these financial statements.
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4
HARMONIC LIGHTWAVES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
THREE MONTHS ENDED SIX MONTHS ENDED
------------------- -------------------
JUNE 27, JUNE 28, JUNE 27, JUNE 28,
1997 1996 1997 1996
------- ------- ------- -------
Net sales $20,514 $13,485 $39,547 $24,727
Cost of sales 10,778 7,474 20,820 13,756
------- ------- ------- -------
Gross profit 9,736 6,011 18,727 10,971
------- ------- ------- -------
Operating expenses:
Research and development 2,876 2,038 5,667 3,931
Sales and marketing 3,712 2,269 6,575 4,236
General and administrative 1,132 796 2,242 1,460
------- ------- ------- -------
Total operating expenses 7,720 5,103 14,484 9,627
------- ------- ------- -------
Income from operations 2,016 908 4,243 1,344
Interest and other income
(expense), net 147 277 388 521
------- ------- ------- -------
Income before income taxes 2,163 1,185 4,631 1,865
Provision for income taxes 325 59 695 93
------- ------- ------- -------
Net income $ 1,838 $ 1,126 $ 3,936 $ 1,772
======= ======= ======= =======
Net income per share $ 0.16 $ 0.10 $ 0.34 $ 0.16
======= ======= ======= =======
Weighted average common
shares and equivalents 11,497 11,452 11,530 11,336
======= ======= ======= =======
The accompanying notes are an integral part of these financial statements.
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5
HARMONIC LIGHTWAVES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
SIX MONTHS ENDED
----------------------
JUNE 27, JUNE 28,
1997 1996
-------- --------
Cash flows from operating activities:
Net income $ 3,936 $ 1,772
Adjustments to reconcile net income to
cash used in operating activities:
Depreciation and amortization 1,601 1,143
Changes in assets and liabilities:
Accounts receivable (8,838) (5,660)
Inventories 911 204
Prepaid expenses and other assets 65 (1,353)
Accounts payable (1,358) 1,443
Accrued liabilities 180 509
-------- --------
Net cash used in operating activities (3,503) (1,942)
-------- --------
Cash flows used in investing activities for the
acquisition of property and equipment (2,685) (1,815)
-------- --------
Cash flows provided by financing activities from
issuance of common stock, net 762 362
-------- --------
Effect of exchange rate changes on cash and
equivalents (20) --
Net decrease in cash and cash equivalents (5,446) (3,395)
Cash and cash equivalents at beginning of period 16,410 22,126
-------- --------
Cash and cash equivalents at end of period $ 10,964 $ 18,731
======== ========
Supplemental schedule of cash flow information and
noncash financing activities
Income taxes paid during the period $ 217 $ 122
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)
JUNE 27, DECEMBER 31,
1997 1996
--------- ---------
(UNAUDITED)
Raw materials.................................... $ 3,172 $ 3,104
Work-in-process.................................. 3,589 4,704
Finished goods................................... 7,110 6,974
--------- ---------
$ 13,871 $ 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:
THREE MONTHS ENDED SIX MONTHS ENDED
-------------------------- --------------------------
JUNE 27, JUNE 28, JUNE 27, JUNE 28,
NET INCOME PER SHARE - PRO FORMA (UNAUDITED) 1997 1996 1997 1996
----------------------------------------------- -------------------------- --------------------------
Basic net income per share ................... $ 0.18 $ 0.11 $ 0.38 $ 0.18
========================== ==========================
Diluted net income per share ................. $ 0.16 $ 0.10 $ 0.34 $ 0.16
========================== ==========================
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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. Such statements include expectations as to
future operating results, future expenditures, future cash requirements, future
industry conditions and new product development. 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 52% from $13.5 million in the second quarter
of 1996 to $20.5 million in the second quarter of 1997. For the six month
periods, net sales increased 60% from $24.7 million in the first six months of
1996 to $39.5 million in the first six months of 1997. This growth in net sales
was attributable to higher unit sales of the Company's existing products,
particularly of the PWRLink transmitter, receiver and return path products and
sales of 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, which were due in part to the
increasing acceptance of 1550 nm transmitters among cable operators for
broadcast transmission. In the second quarter of 1997, both domestic and
international sales increased over the levels achieved in the second quarter of
1996. International sales represented 59% of net sales in the second quarter of
1997 compared to 64% of net sales in the second quarter of 1996.
Gross Profit
Gross profit increased from $6.0 million (45% of net sales) in the second
quarter of 1996 to $9.7 million (47% of net sales) in the second quarter of 1997
and from $11.0 million (44% of net sales) in the first six months of 1996 to
$18.7 million (47% of net sales) in the first six months of 1997. The increases
in gross profit, as a percentage of net sales, were principally due to higher
unit sales and lower material costs resulting from higher unit volume. In
addition, manufacturing costs of the Company's MAXLink products were
substantially lower in the second quarter of 1997, compared to the second
quarter of 1996, when the MAXLink entered volume production. These factors were
partially offset by lower selling prices of certain products.
Research and Development
Research and development expenses increased from $2.0 million (15% of net sales)
in the second quarter of 1996 to $2.9 million (14% of net sales) in the second
quarter of 1997. For the six month periods, research and development expenses
increased from $3.9 million in 1996 (16% of net sales) to $5.7 million in 1997
(14% of net sales). The increases in research and development expenses in both
periods were 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 $2.3 million (17% of net sales) in
the second quarter of 1996 to $3.7 million (18% of net sales) in the second
quarter of 1997. For the six month periods, sales and marketing expenses
increased from $4.2 million to $6.6 million, but remained constant as a
percentage of net sales at 17%, reflecting higher sales levels. The increases in
expenses were primarily due to higher headcount 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 $0.8 million in the second
quarter of 1996 to $1.1 million in the second quarter of 1997, but represented
6% of net sales in both quarters, reflecting higher sales levels. For the six
month periods, general and administrative expenses increased from $1.5 million
to $2.2 million, but remained constant as a percentage of net sales at 6%. The
increases in expenses were 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 $0.1
million and $0.4 million in the three and six month periods respectively, ended
June 27, 1997, compared to $0.3 million and $0.5 million in the corresponding
periods of 1996. The decreases in both periods in 1997 were principally due to
interest earned on lower average cash balances.
Income Taxes
The provisions for income taxes for both periods of 1996 and 1997 are based on
an estimated effective annual tax rate of 5% and 15%, respectively. The increase
in effective rate in 1997 compared to 1996 is due primarily to the expectation
that the Company's 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.
LIQUIDITY AND CAPITAL RESOURCES
Cash used in operations was approximately $1.9 million and $3.5 million for the
six months ended June 28,1996 and June 27, 1997, respectively. The increase in
cash used in operations was primarily due to higher accounts receivable and
lower accounts payable, partially offset by higher net income, cash generated
from reduction in inventory and lower prepaid expenses. The increase in accounts
receivable during the first six months of 1997 was attributable principally to
the pattern of sales in the second quarter of 1997, which were concentrated in
the latter part of the quarter compared to the fourth quarter of 1996, in which
sales were concentrated in the first part of the quarter. The higher prepaid
expenses at June 28, 1996 compared to June 27, 1997 was due to payment by the
Company of approximately $1.1 million in prepaid rents and deposits during the
first half of 1996 in connection with signing a 10-year lease for the new
corporate headquarters in Sunnyvale, California which the Company occupied in
August 1996.
Additions to property, plant and equipment were approximately $1.8 million and
$2.7 million in the first six months of 1996 and 1997, respectively. The
increase in 1997 compared to 1996 was 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.
8
9
As of June 27, 1997, the Company's principal sources of liquidity included cash
and cash equivalents of $11.0 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 borrowings under this line during the second 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. In addition, in the first and second quarters of 1997, the Company
recognized a substantial portion of its revenues in the last month of the
quarter. 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 six months of 1997 accounted for approximately 80%, 72% and
65%, respectively, of its net sales. Due in part to the consolidation of
ownership of domestic cable television systems, 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 1997 and beyond than they have been in prior years.
In this regard, net sales to ANTEC in the first half 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.
9
10
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 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.
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11
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.
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 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. 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 six
months of 1997 represented 65%, 57% and 64% 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. In addition,
the Company 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 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 additional orders to
supply its products for use in foreign broadband systems.
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 OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The following matters were approved at the Registrant's Annual Meeting
of Stockholders held on April 30, 1997.
(a) The following directors were elected:
Directors For Against
- ----------------------------------------------------------------
Floyd Kvamme 7,772,568 55,122
David Lane 7,772,068 55,622
Barry Lemieux 7,768,868 58,822
Anthony Ley 7,802,611 25,079
Moshe Nazarathy 7,804,418 23,272
Michel Vaillaud 7,767,117 60,573
(b) Amendment of the 1995 Stock Plan
Number of Common Shares Voted
1995 Stock Plan For Against Abstain
- --------------------------------------------------------------------------------
Amendment to 1995 Stock Plan 4,964,079 2,847,435 16,176
(c) The stockholders also approved the following proposal:
Number of Common Shares Voted
Independent Accountants For Against Abstain
- --------------------------------------------------------------------------------
Ratification of Price Waterhouse
LLP as independent accountants 7,814,728 6,797 6,165
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 June 27, 1997.
12
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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: August 11, 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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14
HARMONIC LIGHTWAVES, INC.
Index to Exhibits
EXHIBIT NO. DESCRIPTION OF DOCUMENT
11.1 Computation of Net Income Per Share
27.1 Financial Data Schedule
14
1
Exhibit 11.1
HARMONIC LIGHTWAVES, INC.
COMPUTATION OF NET INCOME PER SHARE
(IN THOUSANDS)
(UNAUDITED)
THREE MONTHS ENDED SIX MONTHS ENDED
---------------------------- -----------------------------
JUNE 27 JUNE 28, JUNE 27 JUNE 28,
1997 1996 1997 1996
---- ---- ---- ----
Net Income $ 1,838 $ 1,126 $ 3,936 $ 1,772
============================ =============================
Weighted average shares outstanding:
Common stock 10,296 10,078 10,252 10,031
Common stock issuable upon exercise
of options and warrants 1,201 1,374 1,278 1,305
---------------------------- -----------------------------
Weighted average common
shares and equivalents 11,497 11,452 11,530 11,336
============================ =============================
Net income per share (1) $ 0.16 $ 0.10 $ 0.34 $ 0.16
============================ =============================
(1) Computed in the manner described in Note 3 to Notes to Condensed
Consolidated Financial Statements.
5
6-MOS
DEC-31-1997
JAN-01-1997
JUN-27-1997
10,964
0
21,481
0
13,871
48,084
9,835
0
58,133
9,814
0
0
0
55,351
(7,032)
58,133
39,547
39,547
20,820
20,820
0
0
0
4,631
695
3,936
0
0
0
3,936
.34
0
