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

HARMONIC INC.

Delaware		000-25826		77-0201147
(State or other jurisdiction of incorporation or organization)		Commission File Number		(I.R.S. Employer Identification Number)

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):

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     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 October 27, 2008, Harmonic Inc. (“Harmonic” or the “Company”) issued a press release regarding its unaudited financial results for the quarter ended September 26, 2008. In the press release, Harmonic also announced that it would be holding a conference call on Monday, October 27, 2008, to discuss its financial results for the quarter ended September 26, 2008. A copy of the press release is furnished as Exhibit 99.1 hereto, and the information in Exhibit 99.1 is incorporated herein by reference.

The information in this Current Report on Form 8-K and the exhibit attached hereto is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) or otherwise subject to the liabilities of that Section, nor shall such information be incorporated by reference into any filing by Harmonic under the Securities Act of 1933, as amended, or under the Exchange Act, regardless of the general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
99.1		Press Release of Harmonic Inc., issued on October 27, 2008.

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.

HARMONIC INC.

Date: October 27, 2008

Exhibit Index

Exhibit Number		Description
99.1		Press Release of Harmonic Inc., issued on October 27, 2008.

Exhibit 99.1

Harmonic Announces Third Quarter Results
Strong Year-over-Year Sales and Earnings Growth;
Maintaining Gross Margins

SUNNYVALE, Calif.—October 27, 2008—Harmonic Inc. (NASDAQ: HLIT), a leading provider of broadcast and on-demand video delivery solutions, today announced its preliminary and unaudited results for the quarter ended September 26, 2008.

For the third quarter of 2008, the Company reported net sales of $91.5 million, up 11% from $82.3 million in the third quarter of 2007. For the first nine months of 2008, net sales were $268.1 million, up 20% from $223.8 million in the same period of 2007. International sales represented 39% of revenue for the third quarter of 2008, compared to 46% in the same period of 2007. In the third quarter of 2008, Harmonic had strong bookings across the Company’s global customer base of cable, satellite, telco and other operators.

The Company maintained its gross margins in the third quarter of 2008, reflecting the continued success of its new products and solutions, as well as its sourcing strategy and product design innovations.

GAAP net income for the third quarter of 2008 was $12.0 million, or $0.12 per diluted share, up from $9.4 million, or $0.12 per diluted share, for the same period of 2007. The results for the third quarter of 2008 included a charge of approximately $0.8 million for the impairment of an investment in the unsecured debt of Lehman Brothers. Excluding this charge and non-cash accounting charges for stock-based compensation, the amortization of intangibles, excess facilities and a credit arising from the reversal of a valuation allowance against certain deferred tax assets, the non-GAAP net income for the third quarter of 2008 was $15.9 million, or $0.17 per diluted share, up from $11.9 million, or $0.15 per diluted share, for the same period of 2007. See “Use of Non-GAAP Financial Measures” and “GAAP to non-GAAP Reconciliation” below.

As of September 26, 2008, the Company had cash, cash equivalents and short-term investments of $293.4 million, up from $288.2 million as of June 27, 2008.

“We are pleased with our third quarter operating performance, bookings and momentum moving into the fourth quarter,” said Patrick Harshman, President and Chief Executive Officer. “Across different markets and geographies, video service providers continue to select our award-winning systems and solutions to expand their on-demand, high-definition and next-generation IP-based service offerings.”

“While the global economic environment creates uncertainty, we remain confident about our strong market position and long-term growth opportunities. Our technology leadership, diverse customer base and operating performance have placed us in an excellent position to further strengthen our competitive position and extend our global customer base.”

Business Outlook

The Company anticipates that net sales for the fourth quarter of 2008 will be in a range of $92 to $95 million and gross margins will be 47% to 49% on a GAAP basis. Non-GAAP gross margins for the same period, excluding charges for stock-based compensation and the amortization of intangibles, are anticipated to be in a range of 49% to 51%.

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 +1.706.634.9047 (conference identification code 30815836). The replay will be available after 6:00 p.m. Pacific at the same website address or by calling +1.706.645.9291 (conference identification code 30815836).

About Harmonic Inc.

Harmonic Inc. is a leading provider of versatile and high performance video solutions that enable service providers to efficiently deliver the next generation of broadcast and on-demand video services, including

high definition, video-on-demand, network personal video recording and time-shifted TV. Cable, satellite, broadcast and telecom service providers can utilize Harmonic’s digital video, broadband optical access and software solutions to offer consumers a compelling and personalized viewing experience.

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. Visit www.harmonicinc.com for more information.

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 belief that, across different markets and geographies, video service providers continue to select our award-winning systems and solutions to expand their on-demand, high-definition and next-generation IP-based service offerings; our beliefs regarding our strong market position and long-term growth opportunities; our belief that our technology leadership, diverse customer base and operating performance have placed us in an excellent position to further strengthen our competitive position and extend our global customer base; and our expectations regarding net sales, GAAP gross margins and non-GAAP gross margins for the fourth quarter of 2008. 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 the possibility that: the trends toward more high-definition, on-demand and anytime, anywhere video will not continue to develop at its current pace, or at all; our products will not generate sales that are commensurate with our expectations; the mix of products sold and the effect it has on gross margins; delays or decreases in capital spending in the cable, satellite and telco industries; customer concentration and consolidation; general economic conditions, including the impact of recent turmoil in the global financial markets; market acceptance of new or existing Harmonic products; losses of one or more key customers; risks associated with Harmonic’s international operations; inventory management; the effect of competition; difficulties associated with rapid technological changes in Harmonic’s markets; the need to introduce new and enhanced products and the risk that our product development is not timely or does not result in expected benefits or market acceptance; risks associated with a cyclical and unpredictable sales cycle; and risks that our international sales and support center will not provide the operational or tax benefits that we anticipate or that expenses exceed our plans. 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 for the year ended December 31, 2007, our subsequent quarterly reports on Form 10-Q, 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 herein are trademarks or registered trademarks of their respective owners.

Harmonic Inc.
Condensed Consolidated Balance Sheets
(In thousands)
(Unaudited)

		September 26, 2008				December 31, 2007
Assets
Current assets:
Cash and cash equivalents		$	169,593			$	129,005
Short-term investments			123,816				140,255
Accounts receivable, net			75,949				69,302
Inventories			32,530				34,251
Deferred income taxes			26,964				3,506
Prepaid expenses and other current assets			11,692				17,489
Total current assets			440,544				393,808
Property and equipment, net			14,894				14,082
Goodwill, intangibles and other assets			84,182				67,889
		$	539,620			$	475,779
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable			12,688				20,500
Income taxes payable			46				481
Deferred revenue			29,378				37,865
Accrued liabilities			40,589				51,686
Total current liabilities			82,701				110,532
Accrued excess facilities costs, long-term			6,584				9,907
Income taxes payable, long-term			40,773				8,908
Other non-current liabilities			8,511				12,019
Total liabilities			138,569				141,366
Stockholders’ equity:
Common stock			2,263,774				2,246,969
Accumulated deficit			(1,861,603	)			(1,912,386	)
Accumulated other comprehensive loss			(1,120	)			(170	)
Total stockholders’ equity			401,051				334,413
		$	539,620			$	475,779

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

		Three Months Ended								Nine Months Ended
		September 26, 2008				September 28, 2007				September 26, 2008				September 28, 2007
Net sales		$	91,455			$	82,295			$	268,071			$	223,814
Cost of sales			47,259				46,652				138,744				130,454
Gross profit			44,196				35,643				129,327				93,360
Operating expenses:
Research and development			13,724				11,018				40,264				31,615
Selling, general and administrative			19,254				14,911				56,725				46,357
Write-off of acquired in-process technology			—				700				—				700
Amortization of intangibles			160				143				479				365
Total operating expenses			33,138				26,772				97,468				79,037
Income from operations			11,058				8,871				31,859				14,323
Interest and other income, net			836				1,296				5,526				3,266
Income before income taxes			11,894				10,167				37,385				17,589
Provision for (benefit from) income taxes			(71	)			750				(13,398	)			807
Net income		$	11,965			$	9,417			$	50,783			$	16,782
Net income per share
Basic		$	0.13			$	0.12			$	0.54			$	0.21
Diluted		$	0.12			$	0.12			$	0.53			$	0.21
Shares used to compute net income per share:
Basic			94,805				80,371				94,365				79,570
Diluted			95,863				81,642				95,491				80,743

Harmonic Inc.
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)

		Nine Months Ended
		September 26, 2008				September 28, 2007
Cash flows from operating activities:
Net income		$	50,783			$	16,782
Adjustments to reconcile net income to cash provided by (used in) operating activities:
Amortization of intangibles			4,746				3,661
Write-off of acquired in-process technology			—				700
Depreciation			5,215				5,089
Stock-based compensation			5,470				4,475
Excess tax benefits from stock-based compensation			(2,864	)			—
Loss (gain) on disposal and impairment of fixed assets			22				(31	)
Loss on impairment of investments			845				—
Deferred income taxes			(46,249	)			—
Other non-cash adjustments, net			(2,090	)			(386	)
Changes in assets and liabilities:
Accounts receivable			(6,612	)			(4,234	)
Inventories			1,741				5,777
Prepaid expenses and other assets			5,755				1,108
Accounts payable			(7,812	)			(18,217	)
Deferred revenue			(6,967	)			3,714
Income taxes payable			31,430				(271	)
Accrued excess facilities costs			(4,808	)			(5,661	)
Accrued and other liabilities			(9,939	)			(3,242	)
Net cash provided by (used in) operating activities			18,666				9,264
Cash flows from investing activities:
Purchases of investments			(91,868	)			(70,507	)
Proceeds from sale of investments			109,363				71,578
Acquisition of property and equipment, net			(6,049	)			(4,193	)
Acquisition of intellectual property			(500	)			—
Acquisition of Rhozet Corp., net of cash received			(2,828	)			(1,370	)
Redemption (purchase) of Entone, Inc. convertible note			2,500				(2,500	)
Acquisition costs related to the merger of Entone Technologies, Inc.			—				(2,466	)
Net cash provided by (used in) investing activities			10,618				(9,458	)
Cash flows from financing activities:
Repayments under bank line and term loan			—				(460	)
Repayments of capital lease obligations			—				(65	)
Proceeds from issuance of common stock, net			8,367				8,292
Excess tax benefits from stock-based compensation			2,864				—
Net cash provided by financing activities			11,231				7,767
Effect of exchange rate changes on cash and cash equivalents			73				(34	)
Net increase in cash and cash equivalents			40,588				7,539
Cash and cash equivalents at beginning of period			129,005				33,454
Cash and cash equivalents at end of period		$	169,593			$	40,993

Harmonic Inc.
Revenue Information
(In thousands)
(Unaudited)

		Three Months Ended																Nine Months Ended
		September 26,								September 28,								September 26,								September 28,
		2008								2007								2008								2007
Product
Video Processing		$	32,284				35	%		$	38,623				47	%		$	101,152				38	%		$	92,790				41	%
Edge & Access			43,029				47	%			29,156				35	%			124,191				46	%			95,891				43	%
Software, Services and Other			16,142				18	%			14,516				18	%			42,728				16	%			35,133				16	%
Total		$	91,455				100	%		$	82,295				100	%		$	268,071				100	%		$	223,814				100	%
Geography
United States		$	55,669				61	%		$	44,638				54	%		$	153,565				57	%		$	125,447				56	%
International			35,786				39	%			37,657				46	%			114,506				43	%			98,367				44	%
Total		$	91,455				100	%		$	82,295				100	%		$	268,071				100	%		$	223,814				100	%
Market
Cable		$	57,953				63	%		$	41,608				51	%		$	166,473				62	%		$	139,310				62	%
Satellite			19,824				22	%			26,462				32	%			53,378				20	%			43,706				20	%
Telco & Other			13,678				15	%			14,225				17	%			48,220				18	%			40,798				18	%
Total		$	91,455				100	%		$	82,295				100	%		$	268,071				100	%		$	223,814				100	%

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 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 financial 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 financial measures presented here are gross margin, operating expense, net income and net income per 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 non-GAAP financial measures discussed in this press release to the most directly comparable GAAP financial measures is included with the financial statements contained in this press release. The non-GAAP adjustments described below have historically been excluded from our non-GAAP financial measures. These adjustments, 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 in connection with the closing of its manufacturing and research and development facilities in the UK. The Company excludes one-time costs of this nature in evaluating its ongoing operational performance. We believe that these costs do not reflect expected future expenses nor do they provide a meaningful comparison of current versus prior operating results.
	•		Excess Facilities
			The Company has incurred excess facilities charges and credits in operating expenses due to adjustments related to vacating portions of its Sunnyvale campus, estimating income from subleases of buildings, and to the closing of its manufacturing and research and development facilities in the UK. The Company excludes one-time charges and credits of this nature in evaluating its ongoing operational performance. We believe that these charges and credits do not reflect expected future expenses nor do they provide a meaningful comparison of current versus prior operating results.
	•		Product Discontinuance
			In connection with the restructuring of its operations in the UK, the Company recorded charges for excess inventory in connection with discontinued products. The Company excludes one-time costs of this nature in evaluating its ongoing operational performance. We believe that these costs do not reflect expected future expenses nor do they provide a meaningful comparison of current versus prior operating results.

•

Non-Cash Items

	•		Stock-Based Compensation Expense
			The Company has incurred stock-based compensation expense in cost of sales and operating expenses as required under FAS 123R. The Company excludes stock-based compensation expense because it believes that this measure is not relevant in evaluating its core operating performance, either for internal measurement purposes or for period-to-period comparisons and benchmarking against other companies.
	•		Amortization of Intangibles
			The Company has incurred amortization of intangibles related to acquisitions made by the Company. Management excludes these items when it evaluates its core operating performance. We believe that eliminating these expenses is useful to investors when comparing historical and prospective results and comparing such results to other companies because these expenses will vary if and when the Company makes additional acquisitions.
	•		Impairment of a Marketable Security
			The fair value of the Company’s investment in the unsecured debt of Lehman Brothers Holdings, Inc. has been substantially reduced because of the bankruptcy of the issuer. As a result, we recorded an “other-than-temporary” impairment charge to reduce the carrying value of this investment. This impairment charge has been excluded from our non-GAAP net income because we expect the impairment charge to be a non-recurring item. As such, we believe that its inclusion in our calculation of non-GAAP net income would not provide a meaningful comparison of current versus prior net income.
	•		Reversal of Valuation Allowance for Certain Deferred Tax Assets
			The Company has reversed a valuation allowance against certain deferred tax assets, resulting in a credit to its provision for income taxes. Management has excluded the discrete benefit from this reversal from its calculation of the Company’s non-GAAP net income because it believes that it is of a one-time nature and does not reflect future expected tax provisions nor does it provide a meaningful comparison of current versus prior net income.

Harmonic Inc.
GAAP to non-GAAP Income Reconciliation
(Unaudited)

		Three Months Ended September 26, 2008												Three Months Ended September 28, 2007
						Operating												Operating
(In thousands)		Gross Margin				Expense				Net Income				Gross Margin				Expense			Net Income
GAAP		$	44,196			$	33,138			$	11,965			$	35,643			$	26,772			$	9,417
Cost of sales related to stock based compensation expense			325								325				255								255
Research and development expense related to stock based compensation expense							(785	)			785								(563	)			563
Selling, general and administrative expense related to stock based compensation expense							(1,110	)			1,110								(870	)			870
Selling, general and administrative expense related to excess facilities expense							(283	)			283								1,384				(1,384	)
Amortization of intangibles from acquisitions			1,356				(160	)			1,516				1,337				(843	)			2,180
Impairment on Lehman Brothers investment											845
Income tax valuation allowance adjustment											(970	)
Non-GAAP		$	45,877			$	30,800			$	15,859			$	37,235			$	25,880			$	11,901
GAAP per share — basic										$	0.13											$	0.12
GAAP per share — diluted										$	0.12											$	0.12
Non-GAAP income per share — basic										$	0.17											$	0.15
Non-GAAP income per share — diluted										$	0.17											$	0.15
Shares used in per-share calculation — basic											94,805												80,371
Shares used in per-share calculation — diluted											95,863												81,642

		Nine Months Ended September 26, 2008												Nine Months Ended September 28, 2007
						Operating												Operating
		Gross Margin				Expense				Net Income				Gross Margin				Expense			Net Income
GAAP		$	129,327			$	97,468			$	50,783			$	93,360			$	79,037			$	16,782
Cost of sales related to severance costs															188								188
Cost of sales related to stock based compensation expense			819								819				719								719
Cost of sales related to product discontinuance															772								772
Research and development expense related to severance costs																			(334	)			334
Research and development expense related to stock based compensation expense							(2,021	)			2,021								(1,439	)			1,439
Selling, general and administrative expense related to severance costs																			(131	)			131
Selling, general and administrative expense related to stock based compensation expense							(2,630	)			2,630								(2,317	)			2,317
Selling, general and administrative expense related to excess facilities expense							(1,738	)			1,738								813				(813	)
Amortization of intangibles from acquisitions			4,151				(479	)			4,630				3,266				(1,065	)			4,331
Impairment on Lehman Brothers investment											845
Income tax valuation allowance adjustment											(16,068	)
Non-GAAP		$	134,297			$	90,600			$	47,398			$	98,305			$	74,564			$	26,200
GAAP per share — basic										$	0.54											$	0.21
GAAP per share — basic										$	0.53											$	0.21
Non-GAAP income per share — basic										$	0.50											$	0.33
Non-GAAP income per share — diluted										$	0.50											$	0.32
Shares used in per-share calculation — basic											94,365												79,570
Shares used in per-share calculation — diluted											95,491												80,743