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		Commission File Number		(I.R.S. Employer
incorporation or organization)				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 April 28, 2011, Harmonic Inc. (“Harmonic” or the “Company”) issued a press release regarding its unaudited financial results for the quarter ended April 1, 2011. In the press release, Harmonic also announced that it would be holding a conference call on April 28, 2011 to discuss its financial results for the quarter ended April 1, 2011. 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, and this Current Report on Form 8-K and the exhibit furnished herewith shall not be incorporated by reference into any filing by Harmonic under the Securities Act of 1933, as amended, or under the Exchange Act.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
99.1		Press release of Harmonic Inc., issued on April 28, 2011.

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.

EXHIBIT INDEX

Exhibit Number		Description
99.1		Press release of Harmonic Inc., issued on April 28, 2011.

Exhibit 99.1

Harmonic Announces First Quarter 2011 Results

Strong Year-over-Year Growth in Revenue and Non-GAAP Earnings

SAN JOSE, Calif.¾April 28, 2011¾Harmonic Inc. (NASDAQ: HLIT), a global leader in video infrastructure solutions, today announced its preliminary and unaudited results for the quarter ended April 1, 2011. Results for the first quarter of 2011 included the contribution from Omneon Inc., acquired on September 15, 2010.

Net revenue for the first quarter of 2011 was $132.8 million, which excluded $2.1 million of certain deferred revenue that would otherwise have been recognized by Omneon had the acquisition not occurred, up from $84.8 million in the first quarter of 2010. Total bookings in the first quarter of 2011 were approximately $131.6 million, up from approximately $91.3 million for the first quarter of 2010.

The Company reported GAAP net income for the first quarter of 2011 of $0.5 million, or $0.00 per share, compared to net income of $5.3 million, or $0.05 per diluted share, for the first quarter of 2010. Non-GAAP net income for the first quarter of 2011 was $10.3 million, or $0.09 per diluted share, up from $5.8 million, or $0.06 per diluted share, for the same period of 2010. See “Use of Non-GAAP Financial Measures” and “GAAP to Non-GAAP Net Income Reconciliation” below.

For the first quarter of 2011, Harmonic had GAAP gross margins of 47% and GAAP operating margins of 0%, compared to 48% and 3%, respectively, for the same period of 2010. Non-GAAP gross margins were 51% and non-GAAP operating margins were 10% for the first quarter of both 2010 and 2011.

As of April 1, 2011, the Company had cash, cash equivalents and short-term investments of $117.3 million.

“Our first quarter results demonstrate that we continue to strengthen our leadership position in enabling the new video economy,” said Patrick Harshman, President and Chief Executive Officer. “Our success is being driven by growing worldwide investment in new video services, our industry-leading products and the continued broadening of our customer base as we further penetrate new markets and geographies. Moving into 2011, we continue to expand our global sales organization and extend the breadth of our innovative solutions for media companies and video service providers around the world.”

Business Outlook

Harmonic anticipates net revenue in a range of $137 million to $141 million for the second quarter of 2011. GAAP gross margins and operating expenses for the second quarter of 2011 are expected to be in the range of 46% to 48% and $61 to $63 million, respectively. Non-GAAP gross margins and operating expenses for the second quarter of 2011, which will exclude charges for stock-based compensation and the amortization of intangibles, are anticipated to be in the range of 50.5% to 52.5% and $54.5 to $55.5 million, respectively.

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 51969320). 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 51969320).

Annual Meeting of Stockholders

Harmonic also announced that its 2011 Annual Meeting of Stockholders will be held on June 22, 2011, at 2:00 p.m. Pacific, at its principal offices, 4300 North First Street, San Jose, California 95134. The Company expects to file its Proxy Statement for the 2011 Annual Meeting of Stockholders on or about May 2, 2011.

About Harmonic Inc.

Harmonic Inc. (NASDAQ: HLIT) provides infrastructure that powers the video economy. The company enables content and service providers to efficiently create, prepare, and deliver differentiated video services for television and new media platforms. More information is available at www.harmonicinc.com.

Legal Notice Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements related to our expectations: regarding our final results for the first quarter ended April 1, 2011; that we continue to strengthen our leadership position in enabling the new video economy; of a growing worldwide investment in new video services; concerning the continuing broadening of our customer base; that we will continue to expand our global sales organization; that we will continue to extend the breadth of our solutions; and regarding net revenue, GAAP gross margins, GAAP operating expenses, non-GAAP gross margins and non-GAAP operating expenses for the second quarter of 2011. Our expectations regarding these matters may not materialize, and actual results in future periods are subject to risks and uncertainties that could cause actual results to differ materially from those projected. These risks include the possibility, in no particular order, that: we will not be able to integrate Omneon into our business as effectively or efficiently as expected; Omneon does not provide Harmonic with the benefits that we expect from the acquisition; the trends toward more high-definition, on-demand and anytime, anywhere video will not continue to develop at its current pace, or at all; the possibility that our products will not generate sales that are commensurate with our expectations; the mix of products and services sold in various geographies and the effect it has on gross margins; delays or decreases in capital spending in the cable, satellite and telco and broadcast and media industries; customer concentration and consolidation; the impact of general economic conditions, including recent turmoil in the global financial markets, particularly on international sales and operations; 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 lack of timely availability of parts or raw materials necessary to produce our products; the impact of increases in the prices of raw materials and oil; 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 unpredictable sales cycles; our dependence on contract manufacturers; and the risks that our international sales and support center will not provide the operational or tax benefits that we anticipate or that its 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 on Form 10-K for the year ended December 31, 2010 and our Current Reports on Form 8-K. The forward-looking statements in this press release are based on information available to the Company as of the date hereof, and Harmonic disclaims any obligation to update any forward-looking statements.

EDITOR’S NOTE — Product and company names used herein are trademarks or registered trademarks of their respective owners.

CONTACTS:
Carolyn V. Aver		Michael Newman
Chief Financial Officer		Investor Relations
Harmonic Inc.		StreetConnect
(408) 542-2500		(408) 542-2760

Harmonic Inc.
Condensed Consolidated Balance Sheets
(Unaudited)

		April 1, 2011				December 31, 2010
		(In thousands)
ASSETS
Current assets:
Cash and cash equivalents		$	59,672			$	96,533
Short-term investments			57,614				23,838
Accounts receivable, net			111,929				101,652
Inventories			58,817				58,065
Deferred income taxes			39,849				39,849
Prepaid expenses and other current assets			28,218				28,614
Total current assets			356,099				348,551
Property and equipment, net			39,597				39,825
Goodwill, intangibles and other assets			324,902				332,010
Total assets		$	720,598			$	720,386
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable		$	22,197			$	26,300
Income taxes payable			781				6,791
Deferred revenue			49,815				46,279
Accrued liabilities			39,379				51,283
Total current liabilities			112,172				130,653
Income taxes payable, long-term			48,139				48,883
Deferred income taxes, long-term			15,635				14,849
Other non-current liabilities			7,900				5,798
Total liabilities			183,846				200,183
Stockholders’ equity:
Common stock			2,413,373				2,397,783
Accumulated deficit			(1,876,352	)			(1,876,868	)
Accumulated other comprehensive loss			(269	)			(712	)
Total stockholders’ equity			536,752				520,203
Total liabilities and stockholders’ equity		$	720,598			$	720,386

Harmonic Inc.
Condensed Consolidated Statements of Operations
(Unaudited)

		Three months ended
		April 1, 2011				April 2, 2010
		(In thousands, except per share
		amounts)
Net revenue		$	132,835			$	84,822
Cost of revenue			70,980				44,016
Gross profit			61,855				40,806
Operating expenses:
Research and development			26,149				16,966
Selling, general and administrative			33,564				20,845
Amortization of intangibles			2,229				534
Total operating expenses			61,942				38,345
Income (loss) from operations			(87	)			2,461
Interest and other income (expense), net			(15	)			13
Income (loss) before income taxes			(102	)			2,474
Benefit from income taxes			(618	)			(2,845	)
Net income		$	516			$	5,319
Net income per share:
Basic		$	0.00			$	0.06
Diluted		$	0.00			$	0.05
Weighted average shares:
Basic			113,836				96,684
Diluted			116,109				97,344

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

		Three months ended
		April 1, 2011				April 2, 2010
		(In thousands)
Cash flows from operating activities:
Net income		$	516			$	5,319
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of intangibles			7,371				2,616
Depreciation			3,403				2,333
Stock-based compensation			6,002				3,243
Net loss on disposal of fixed assets			61				19
Deferred income taxes			76				(1,422	)
Other non-cash adjustments, net			121				567
Changes in assets and liabilities:
Accounts receivable, net			(10,277	)			(5,204	)
Inventories			(732	)			(4,512	)
Prepaid expenses and other assets			998				(1,101	)
Accounts payable			(3,616	)			(3,356	)
Deferred revenue			4,430				6,445
Income taxes payable			(6,748	)			(1,616	)
Accrued excess facility costs			46				(1,697	)
Accrued and other liabilities			(9,334	)			(4,613	)
Net cash used in operating activities			(7,683	)			(2,979	)
Cash flows from investing activities:
Purchases of investments			(41,813	)			(35,367	)
Proceeds from sales and maturities of investments			7,899				41,292
Acquisition of property and equipment			(4,957	)			(1,153	)
Net cash provided by (used in) investing activities			(38,871	)			4,772
Cash flows from financing activities:
Proceeds from issuance of common stock, net			9,570				1,736
Net cash provided by financing activities			9,570				1,736
Effect of exchange rate changes on cash and cash equivalents			123				(46	)
Net increase (decrease) in cash and cash equivalents			(36,861	)			3,483
Cash and cash equivalents at beginning of period			96,533				152,477
Cash and cash equivalents at end of period		$	59,672			$	155,960

Harmonic Inc.
Revenue Information
(Unaudited)

		Three months ended
		April 1, 2011								April 2, 2010
		(In thousands, except percentages)
Product
Video Processing		$	63,758				48	%		$	38,890				46	%
Production and Playout			20,933				16	%			—				0	%
Edge and Access			31,176				23	%			35,544				42	%
Services and Support			16,968				13	%			10,388				12	%
Total		$	132,835				100	%		$	84,822				100	%
Geography
United States		$	58,954				44	%		$	42,592				50	%
International			73,881				56	%			42,230				50	%
Total		$	132,835				100	%		$	84,822				100	%
Market
Cable		$	55,920				42	%		$	56,017				66	%
Satellite and Telco			35,152				27	%			19,798				23	%
Broadcast and Media			41,763				31	%			9,007				11	%
Total		$	132,835				100	%		$	84,822				100	%

Note: We have revised our market categories to combine the Telco revenue with the Satellite category. The data for prior periods has been revised to conform with this presentation.

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, most of which are non-cash or non-recurring in nature, are not useful in managing its operations and business. Historically, the Company has also publicly presented these supplemental non-GAAP measures in order to assist the investment community to see the Company “through the eyes of management,” and thereby enhance understanding of its operating performance. The non-GAAP measures presented here are gross margins, 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 historical non-GAAP financial measures discussed in this press release to the most directly comparable historical GAAP financial measures is included with the financial statements contained in this presentation. The non-GAAP adjustments described below have historically been excluded from our GAAP financial measures. These adjustments are excess facilities charges and non-cash items, such as stock-based compensation expense, amortization of intangibles, and benefits from income taxes.

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

		Three months ended
		April 1, 2011												April 2, 2010
		Gross Profit				Operating Expense				Net Income				Gross Profit				Operating Expense				Net Income
						(In thousands, except per share amounts)
GAAP		$	61,855			$	61,942			$	516			$	40,806			$	38,345			$	5,319
Cost of revenue related to stock-based compensation expense			747				—				747				478				—				478
Research and development expense related to stock-based compensation expense			—				(1,836	)			1,836				—				(1,109	)			1,109
Selling, general and administrative expense related to stock-based compensation expense			—				(3,419	)			3,419				—				(1,656	)			1,656
Selling, general and administrative expense related to excess facility costs and other non-recurring expenses			—				(409	)			409				—				—				—
Amortization of intangibles			5,142				(2,229	)			7,371				2,082				(534	)			2,616
Discrete tax items and adjustments			—				—				(4,038	)			—				—				(5,345	)
Non-GAAP		$	67,744			$	54,049			$	10,260			$	43,366			$	35,046			$	5,833
GAAP net income per share — basic										$	0.00											$	0.06
GAAP net income per share — diluted										$	0.00											$	0.05
Non-GAAP net income per share — basic										$	0.09											$	0.06
Non-GAAP net income per share — diluted										$	0.09											$	0.06
Shares used in per share calculation — basic											113,836												96,684
Shares used in per share calculation — diluted											116,109												97,344

Harmonic Inc.
Proforma Revenue Information
(Unaudited)

		Three months ended																																Year ended								Three months ended
		April 2, 2010								July 2, 2010								October 1, 2010								December 31, 2010								December 31, 2010								April 1, 2011
Product
Video Processing		$	38,890				34	%		$	49,998				39	%		$	51,005				39	%		$	63,005				45	%		$	202,898				40	%		$	63,758				47	%
Production and Playout			24,828				22	%			26,589				21	%			26,024				20	%			27,699				20	%			105,140				21	%			22,408				17	%
Edge and Access			35,544				32	%			34,263				27	%			34,712				27	%			30,787				22	%			135,306				26	%			31,176				23	%
Services and Support			13,777				12	%			16,623				13	%			17,760				14	%			17,514				13	%			65,674				13	%			17,566				13	%
Total		$	113,039				100	%		$	127,473				100	%		$	129,501				100	%		$	139,005				100	%		$	509,018				100	%		$	134,908				100	%
Geography
United States		$	49,632				44	%		$	65,456				51	%		$	62,415				48	%		$	64,230				46	%		$	241,733				47	%		$	60,608				45	%
International			63,407				56	%			62,017				49	%			67,086				52	%			74,775				54	%			267,285				53	%			74,300				55	%
Total		$	113,039				100	%		$	127,473				100	%		$	129,501				100	%		$	139,005				100	%		$	509,018				100	%		$	134,908				100	%
Market
Cable		$	56,441				50	%		$	53,555				42	%		$	63,419				49	%		$	65,817				47	%		$	239,232				47	%		$	55,950				42	%
Satellite and Telco			25,030				22	%			36,218				28	%			28,212				22	%			28,455				21	%			117,915				23	%			35,388				26	%
Broadcast and Media			31,568				28	%			37,700				30	%			37,870				29	%			44,733				32	%			151,871				30	%			43,570				32	%
Total		$	113,039				100	%		$	127,473				100	%		$	129,501				100	%		$	139,005				100	%		$	509,018				100	%		$	134,908				100	%

NOTE:

Data includes a full quarter proforma revenue for Omneon for the periods shown, including certain deferred revenue excluded in reported results. We have revised our market categories to combine the Telco revenue with the Satellite category. The data for prior periods has been revised to conform with this presentation.