Document


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
 
Date of Report (Date of earliest event reported): October 28, 2019
  
HARMONIC INC.
(Exact name of registrant as specified in its charter)
 
 
Delaware
000-25826
77-0201147
(State or other jurisdiction of
incorporation)
Commission
File Number
(IRS Employer
Identification No.)
4300 North First Street
San Jose, CA 95134
(Address of principal executive offices, including zip code)

(408) 542-2500
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)
 
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:
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.001 per share
HLIT
The NASDAQ Stock Market LLC





Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐






Item 2.02
Results of Operations and Financial Condition.
On October 28, 2019, Harmonic Inc. (“Harmonic”) issued a press release regarding its unaudited financial results for the quarter ended September 27, 2019. In the press release, Harmonic also announced that it would be holding a conference call on October 28, 2019 to discuss its financial results for the quarter ended September 27, 2019. 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 Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 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 Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 furnished herewith shall not be incorporated by reference into any filing by Harmonic under the Securities Act of 1933, as amended (the “Securities Act”), or under the Exchange Act.
Item 9.01
Financial Statements and Exhibits.
(d)    Exhibits
Exhibit No.
Exhibit No.
99.1


3



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.
 
 
 
 
 
 
 
 
Date: October 28, 2019
 
 
 
HARMONIC INC.
 
 
 
 
 
 
 
 
By:
 
/s/ Sanjay Kalra
 
 
 
 
 
 
Sanjay Kalra
 
 
 
 
 
 
Chief Financial Officer



4
Exhibit


Exhibit 99.1
https://cdn.kscope.io/3d89d02a60382f7222b524d0d45f60d4-logoa21.jpg
https://cdn.kscope.io/3d89d02a60382f7222b524d0d45f60d4-pressreleasea24.jpg
FOR IMMEDIATE RELEASE

Harmonic Announces Third Quarter 2019 Results
CableOS Success Drives Record Earnings


SAN JOSE, California, October 28, 2019 - Harmonic Inc. (NASDAQ: HLIT) today announced its unaudited results for the third quarter of 2019.

“We delivered strong revenue growth and record earnings, powered by the growing success of our CableOS solution,” said Patrick Harshman, president and chief executive officer of Harmonic. “Our Cable Access segment continues to lead the market through new deployments and recently-announced fiber-to-the-home functionality. Similarly, our Video business transformation to live OTT has been bolstered by the launch of innovative new live streaming capabilities and new customer deployments.”

Q3 Financial and Business Highlights

Financial

Revenue: $115.7 million, up 15.0% year over year.
SaaS and service revenue: $32.6 million, up 13.9% year over year.
Gross margin: GAAP 65.3% and non-GAAP 67.0%, compared to GAAP 49.8% and non-GAAP 52.1% in the year ago period.
Cable Access gross margin: 77.1%, compared to 38.7% in the year ago period.
Video gross margin: 57.7%, compared to 57.2% in the year ago period.
Operating income: GAAP income $22.5 million and non-GAAP income $29.9 million, compared to GAAP loss $3.7 million and non-GAAP income $5.7 million in the year ago period.
EPS: GAAP net income per share 12 cents and non-GAAP net income per share 25 cents, compared to GAAP net loss per share 9 cents and non-GAAP net income per share 4 cents in the year ago period.
Cash: $66.7 million, up $8.6 million quarter over quarter and up $5.0 million year over year.
Completed a new $115.5 million convertible debt issuance to refinance approximately 65% of existing convertible debt, reducing potential dilution by 5% and annual interest cost by 19%.

Business

CableOS deployments scaled to over 935,000 served cable modems, up 20% quarter over quarter.
Extended Cable Access market leadership, announcing CableOS solution with expanded cloud-native and new fiber-to-the-home capabilities.
Video SaaS offering now deployed with 36 customers, up 29% quarter over quarter and 140% year over year.
Expanded addressed video market by launching new CDN optimization solution for high-demand live video streaming services.


1



Select Financial Information
 
 
GAAP
 
Non-GAAP
Key Financial Results
 
Q3 2019
 
Q2 2019
 
Q3 2018
 
Q3 2019
 
Q2 2019
 
Q3 2018
 
 
(in millions, except per share data)
Net revenue
 
$
115.7

 
$
84.9

 
$
100.6

 
$
115.7

 
$
84.9

 
$
101.4

Net income (loss)
 
$
11.7

 
$
(11.8
)
 
$
(7.8
)
 
$
24.6

 
$
(4.0
)
 
$
3.4

Diluted EPS
 
$
0.12

 
$
(0.13
)
 
$
(0.09
)
 
$
0.25

 
$
(0.04
)
 
$
0.04

 
 
 
 
 
 
 
 
 
 
 
 
 
Other Financial Information
Q3 2019
 
Q2 2019
 
Q3 2018
 
(in millions)
Recurring revenue*
$
32.6

 
$
30.4

 
$
28.7

Recurring revenue as % of total revenue
28.2
%
 
35.9
%
 
28.3
%
Bookings for the quarter
$
126.5

 
$
92.6

 
$
79.5

Backlog and deferred revenue as of quarter end
$
192.5

 
$
194.7

 
$
207.6

Cash as of quarter end
$
66.7

 
$
58.1

 
$
61.7

* Recurring revenue consists of revenue for the period from our appliance-based support and maintenance plans and revenue from usage of our cloud-based subscription plan offerings, which are generally renewed on an annual basis.
Explanations regarding our use of non-GAAP financial measures and related definitions, and reconciliations of our GAAP and non-GAAP measures, are provided in the sections below entitled “Use of Non-GAAP Financial Measures” and “GAAP to Non-GAAP Reconciliations”.

2



Financial Guidance
GAAP Financial Guidance
 
Q4 2019
 
2019
 
Low
 
High
 
Low
 
High
 
 
(in millions, except percentages and per share data)
Net Revenue
 
$
108.0

 
$
118.0

 
$
389.0

 
$
399.0

          Video
 
$
78.0

 
$
83.0

 
$
277.0

 
$
282.0

          Cable Access
 
$
30.0

 
$
35.0

 
$
112.0

 
$
117.0

Gross Margin %
 
49.5
%
 
51.0
%
 
55.0
%
 
55.5
%
Operating Expenses
 
$
52.0

 
$
54.0

 
$
207.0

 
$
209.0

Operating Income (Loss)
 
$
(0.5
)
 
$
8.5

 
$
6.0

 
$
15.0

Tax Expense
 
$
0.6

 
$
0.6

 
$
1.6

 
$
1.6

EPS
 
$
(0.05
)
 
$
0.04

 
$
(0.18
)
 
$
(0.08
)
Shares
 
90.5

 
95.8

 
89.9

 
89.9

Cash
 
$
90.0

 
$
100.0

 
$
90.0

 
$
100.0

Non-GAAP Financial Guidance
Q4 2019
 
2019
Low
 
High
 
Low
 
High
 
 
(in millions, except percentages and per share data)
Net Revenue
$
108.0

 
$
118.0

 
$
389.0

 
$
399.0

          Video
 
$
78.0

 
$
83.0

 
$
277.0

 
$
282.0

          Cable Access
 
$
30.0

 
$
35.0

 
$
112.0

 
$
117.0

Gross Margin %
51.0
%
 
52.5
%
 
57.0
%
 
57.5
%
Operating Expenses
$
48.0

 
$
50.0

 
$
191.5

 
$
193.5

Operating Income
$
5.0

 
$
14.0

 
$
28.5

 
$
37.5

Tax Rate
12
%
 
12
%
 
12
%
 
12
%
EPS
$
0.03

 
$
0.11

 
$
0.20

 
$
0.29

Shares
95.8

 
95.8

 
93.8

 
93.8

Cash
$
90.0

 
$
100.0

 
$
90.0

 
$
100.0


See “Use of Non-GAAP Financial Measures” and “GAAP to Non-GAAP Reconciliations” below.

Conference Call Information
Harmonic will host a conference call to discuss its financial results at 2:00 p.m. PT (5:00 p.m. ET) on Monday, October 28, 2019. The live webcast will be available on the Harmonic Investor Relations website at http://investor.harmonicinc.com. An audio version of the webcast will be available by calling +1.574.990.1032 or +1.800.240.9147 (passcode 1363335). A replay will be available after 5:00 p.m. PT on the same web site or by calling +1.404.537.3406 or +1.855.859.2056 (passcode 1363335).


3



About Harmonic Inc.

Harmonic (NASDAQ: HLIT), the worldwide leader in video delivery technology and services, enables media companies and service providers to deliver ultra-high-quality broadcast and OTT video services to consumers globally. The Company has also revolutionized cable access networking via the industry’s first virtualized cable access solution, enabling cable operators to more flexibly deploy gigabit internet service to consumers’ homes and mobile devices. Whether simplifying OTT video delivery via innovative cloud and software-as-a-service (SaaS) technologies, or powering the delivery of gigabit internet cable services, Harmonic is changing the way media companies and service providers monetize live and VOD content on every screen. 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: GAAP net revenue, GAAP gross margins, GAAP operating expenses, GAAP operating income (loss), GAAP tax expense, GAAP EPS, non-GAAP revenue, non-GAAP gross margins, non-GAAP operating expenses, non-GAAP operating income (loss), non-GAAP tax rate, non-GAAP EPS and cash. 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, in no particular order, the following: the trends toward more high-definition, on-demand and anytime, anywhere video will not continue to develop at its current pace; the possibility that our products will not generate sales that are commensurate with our expectations or that our cost of revenue or operating expenses may exceed 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, telco, broadcast and media industries; customer concentration and consolidation; the impact of general economic conditions on our sales and operations; our ability to develop new and enhanced products in a timely manner and market acceptance of our new or existing products; losses of one or more key customers; risks associated with our international operations; exchange rate fluctuations of the currencies in which we conduct business; risks associated with our CableOS™ and VOS® product solutions; dependence on market acceptance of various types of broadband services, on the adoption of new broadband technologies and on broadband industry trends; 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, on both revenue and gross margins; difficulties associated with rapid technological changes in our markets; risks associated with unpredictable sales cycles; our dependence on contract manufacturers and sole or limited source suppliers; and the effect on our business of natural disasters. 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 most recent Annual Report on Form 10-K for the year ended December 31, 2018, our most recent Quarterly Report on Form 10-Q 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.

Use of Non-GAAP Financial Measures
The Company reports its financial results in accordance with accounting principles generally accepted in the United States (“GAAP” or referred to herein as “reported”). However, management believes that certain non-GAAP financial measures provide management and other users with additional meaningful financial information that should be considered when assessing our ongoing performance. Our management regularly uses our supplemental non-GAAP financial measures internally to understand, manage and evaluate our business, establish operating budgets, set internal measurement targets and make operating decisions.
These non-GAAP measures are not in accordance with, or an alternative for, measures prepared in accordance with generally accepted accounting principles and may be different from non-GAAP measures used by other companies. In addition, these non-GAAP measures are not based on any comprehensive set of accounting rules or principles. The Company believes that non-GAAP measures have limitations in that they do not reflect all of the amounts associated with Harmonic's results of operations as determined in accordance with GAAP and that these measures should only be used to evaluate Harmonic's results of operations in conjunction with the corresponding GAAP measures.
The Company believes that the presentation of non-GAAP measures when shown in conjunction with the corresponding GAAP measures, provides useful information to investors and management regarding financial and business trends relating to its financial condition and its historical and projected results of operations. Non-GAAP financial measures should be viewed in addition to, and not as an alternative to, the Company’s reported results prepared in accordance with GAAP.

4



The non-GAAP measures presented here are: revenue, segment revenue, gross profit, operating expenses, income (loss) from operations, non-operating expenses and net income (loss) (including those amounts as a percentage of revenue), and net income (loss) per diluted 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 provided with this press release. The non-GAAP adjustments described below have historically been excluded from our GAAP financial measures.
Our non-GAAP financial measures reflect adjustments based on the following items, as well as the related income tax effects:
Cable Access inventory charge - Harmonic from time to time incurs inventory impairment charges associated with material business shifts, such as the repositioning of our Cable Access segment. We exclude these items, because we do not believe they are reflective of our ongoing long-term business and operating results.
Stock-based compensation - Although stock-based compensation is a key incentive offered to our employees, we continue to evaluate our business performance excluding stock-based compensation expenses. We believe that management is limited in its ability to project the impact stock-based compensation would have on our operating results. In addition, for comparability purposes, we believe it is useful to provide a non-GAAP financial measure that excludes stock-based compensation in order to better understand the long-term performance of our core business and to facilitate the comparison of our results to the results of our peer companies.
Amortization of intangibles - A portion of the purchase price of our acquisitions is generally allocated to intangible assets, and is subject to amortization. However, Harmonic does not acquire businesses on a predictable cycle. Additionally, the amount of an acquisition’s purchase price allocated to intangible assets and the term of its related amortization can vary significantly and is unique to each acquisition. Therefore, we believe that the presentation of non-GAAP financial measures that adjust for the amortization of intangible assets provides investors and others with a consistent basis for comparison across accounting periods.
Restructuring and related charges - Harmonic from time to time incurs restructuring charges which primarily consist of employee severance, one-time termination benefits related to the reduction of its workforce, lease exit costs, and other costs. These charges are associated with material business shifts. We exclude these items because we do not believe they are reflective of our ongoing long-term business and operating results.
Loss on debt extinguishment - In the third quarter of fiscal 2019, we recorded a debt extinguishment loss of $5.7 million resulting from refinancing a portion of our convertible notes due in 2020. We have excluded this loss from our non-GAAP financial measures because we do not believe the loss is reflective of our ongoing long-term business and operating results.
Non-cash interest and other expenses related to convertible notes - We record the accretion of the debt discount related to the equity component and amortization of issuance costs as non-cash interest and other expenses. We believe that excluding these costs provides meaningful supplemental information regarding operational performance and liquidity, along with enhancing investors’ ability to view the Company’s results from management’s perspective. In addition, we believe excluding these costs from the non-GAAP measures facilitates comparisons to our historical operating results and comparisons to peer company operating results.
Accounting impact related to warrant amortization - We issued a warrant to a customer, Comcast Corporation, in September 2016 pursuant to which Comcast may purchase up to 7.8 million shares of Harmonic common stock. In July 2019, in connection with Comcast's election of enterprise license pricing for the Company's CableOS software, all warrant shares were fully vested and exercisable as of July 1, 2019. As a result of Comcast's election of enterprise license pricing, we no longer exclude the effect of warrant amortization in our non-GAAP financial measures beginning with the third quarter of fiscal 2019.
Gain (loss) on equity investments - We exclude the change in fair value and gain (loss) from sale of our equity investments in calculating our non-GAAP financial measures. We exclude these items because we do not believe they are reflective of our ongoing long-term business and operating results.
Avid litigation settlement and associated legal fees - In the third quarter of fiscal 2017, we settled the patent litigation with Avid Technology, Inc. by entering into a settlement and patent portfolio cross-license agreement with Avid. Under the agreement, we agreed to pay Avid a one-time non-recurring amount of $6.0 million in installments. $2.5 million was paid upfront in October 2017, $1.5 million was paid in the second quarter of 2019 and $2.0 million will be paid in 2020. Also, the Avid litigation costs of approximately $1.4 million and $0.7 million in the third and fourth fiscal quarter of 2017, respectively, were significantly higher compared to prior periods. We excluded these expenses from our non-GAAP results because we do not believe they are reflective of our ongoing long-term business and operating results.

5




Discrete tax items and tax effect of non-GAAP adjustments - The income tax effect of non-GAAP adjustments relates to the tax effect of the adjustments that we incorporate into non-GAAP financial measures in order to provide a more meaningful measure of non-GAAP net income.
CONTACTS:
 
Sanjay Kalra
Nicole Noutsios
Chief Financial Officer
Investor Relations
Harmonic Inc.
Harmonic Inc.
+1.408.490.6031
+1.510.315.1003
 


6



Harmonic Inc.
Preliminary Condensed Consolidated Balance Sheets
(Unaudited, in thousands, except per share data)


 
September 27, 2019
 
December 31, 2018
ASSETS
 
 
 
Current assets:
 
 
 
   Cash and cash equivalents
$
66,695

 
$
65,989

   Accounts receivable, net
100,905

 
81,795

   Inventories
28,970

 
25,638

   Prepaid expenses and other current assets
40,317

 
23,280

Total current assets
236,887

 
196,702

Property and equipment, net
18,901

 
22,321

Operating lease right-of-use assets
27,694

 

Goodwill
238,734

 
240,618

Intangibles, net
6,518

 
12,817

Other long-term assets
39,472

 
38,377

Total assets
$
568,206

 
$
510,835

LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
Current liabilities:
 
 
 
   Other debts and capital lease obligations, current
$
6,962

 
$
7,175

   Accounts payable
31,227

 
33,778

   Income taxes payable
1,128

 
1,099

   Deferred revenue
47,873

 
41,592

   Accrued and other current liabilities
59,260

 
52,761

Total current liabilities
146,450

 
136,405

Convertible notes, long-term
130,217

 
114,808

Other debts and finance lease obligations, long-term
10,384

 
12,684

Income taxes payable, long-term
269

 
460

Other non-current liabilities
39,836

 
18,228

Total liabilities
327,156

 
282,585

Stockholders' equity:

 
 
   Preferred stock, $0.001 par value, 5,000 shares authorized; no shares issued or outstanding

 

   Common stock, $0.001 par value, 150,000 shares authorized; 90,315 and 87,057 shares issued and outstanding at September 27, 2019 and December 31, 2018, respectively
90

 
87

   Additional paid-in capital
2,323,839

 
2,296,795

   Accumulated deficit
(2,077,510
)
 
(2,067,416
)
   Accumulated other comprehensive loss
(5,369
)
 
(1,216
)
Total stockholders' equity
241,050

 
228,250

Total liabilities and stockholders' equity
$
568,206

 
$
510,835



7



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

 
Three months ended
 
Nine months ended
 
September 27, 2019
 
September 28, 2018
 
September 27, 2019
 
September 28, 2018
Revenue:
 
 
 
 
 
 
 
Appliance and integration
$
83,082

 
$
71,965

 
$
189,864

 
$
204,385

SaaS and service
32,643

 
28,651

 
90,832

 
85,518

Total net revenue
115,725

 
100,616

 
280,696

 
289,903

Cost of revenue:
 
 
 
 
 
 
 
Appliance and integration
26,812

 
38,945

 
83,178

 
106,183

SaaS and service
13,373

 
11,569

 
36,201

 
34,832

Total cost of revenue
40,185

 
50,514

 
119,379

 
141,015

   Gross profit
75,540

 
50,102


161,317


148,888

Operating expenses:
 
 
 
 
 
 
 
   Research and development
20,197

 
22,251

 
62,911

 
67,250

   Selling, general and administrative
31,148

 
29,723

 
88,478

 
88,874

   Amortization of intangibles
785

 
792

 
2,357

 
2,396

   Restructuring and related charges
861

 
987

 
1,194

 
2,704

      Total operating expenses
52,991


53,753


154,940


161,224

Income (loss) from operations
22,549

 
(3,651
)

6,377


(12,336
)
Interest expense, net
(3,000
)
 
(2,872
)
 
(8,862
)
 
(8,492
)
Loss on debt extinguishment
(5,695
)
 

 
(5,695
)
 

Other expense, net
(1,594
)
 
(365
)
 
(2,333
)
 
(698
)
Income (loss) before income taxes
12,260

 
(6,888
)

(10,513
)

(21,526
)
Provision for income taxes
603

 
870

 
981

 
2,839

Net income (loss)
$
11,657

 
$
(7,758
)

$
(11,494
)

$
(24,365
)
Net income (loss) per share:
 
 
 
 
 
 
 
   Basic
$
0.13

 
$
(0.09
)

$
(0.13
)

$
(0.29
)
   Diluted
$
0.12

 
$
(0.09
)

$
(0.13
)

$
(0.29
)
Shares used in per share calculation:
 
 
 
 
 
 
 
   Basic
89,964

 
86,321

 
89,030

 
85,188

   Diluted
97,596

 
86,321

 
89,030

 
85,188





8



Harmonic Inc.
Preliminary Condensed Consolidated Statements of Cash Flows
(Unaudited, in thousands)
 
Nine months ended
 
September 27, 2019
 
September 28, 2018
Cash flows from operating activities:
 
 
 
Net loss
$
(11,494
)
 
$
(24,365
)
Adjustments to reconcile net loss to net cash provided by operating activities:
 
 
 
   Amortization of intangibles
6,242

 
6,281

   Depreciation
8,480

 
9,910

   Stock-based compensation
8,719

 
14,202

   Amortization of discount on convertible debt
4,960

 
4,482

   Amortization of non-cash warrant
13,137

 
1,185

   Restructuring, asset impairment and loss on retirement of fixed assets
85

 
1,105

   Loss on debt extinguishment
5,695

 

   Deferred income taxes, net
75

 
1,056

   Foreign currency adjustments
(1,719
)
 
(1,034
)
   Provision for excess and obsolete inventories
704

 
1,259

   Allowance for doubtful accounts, returns and discounts
988

 
1,357

   Other non-cash adjustments, net
1,150

 
286

   Changes in operating assets and liabilities:
 
 
 
      Accounts receivable
(20,521
)
 
(9,585
)
      Inventories
(4,170
)
 
997

      Prepaid expenses and other assets
(5,703
)
 
2,507

      Accounts payable
(2,839
)
 
(4,032
)
      Deferred revenue
8,002

 
1,783

      Income taxes payable
(114
)
 
461

      Accrued and other liabilities
(10,536
)
 
(2,188
)
Net cash provided by operating activities
1,141

 
5,667

Cash flows from investing activities:
 
 
 
   Proceeds from sale of investments


 
104

   Purchases of property and equipment
(4,973
)
 
(4,703
)
Net cash used in investing activities
(4,973
)
 
(4,599
)
Cash flows from financing activities:
 
 
 
Proceeds from convertible debt
115,500

 

Payments of convertible debt
(109,603
)
 

Payment of convertible debt issuance costs
(3,465
)
 

Proceeds from other debts and finance leases
4,684

 
5,066

Repayment of other debts and finance leases
(6,387
)
 
(6,568
)
   Proceeds from common stock issued to employees
5,573

 
4,299

   Payment of tax withholding obligations related to net share settlements of restricted stock units
(1,278
)
 
(166
)
Net cash provided by financing activities
5,024

 
2,631

Effect of exchange rate changes on cash, cash equivalents and restricted cash
(486
)
 
(580
)
Net increase in cash, cash equivalents and restricted cash
706

 
3,119

Cash, cash equivalents and restricted cash at beginning of period
65,989

 
58,757

Cash, cash equivalents and restricted cash at end of period
$
66,695

 
$
61,876

 
 
 
 
Reconciliation of cash, cash equivalents, and restricted cash to the condensed consolidated balance sheets

 
 
 
Cash and cash equivalents
$
66,695

 
$
61,654

Restricted cash included in prepaid expenses and other current assets

 
222

    Total cash, cash equivalents and restricted cash
$
66,695

 
$
61,876


The accompanying notes are an integral part of these condensed consolidated financial statements.

9



Harmonic Inc.
Preliminary Revenue Information
(Unaudited, in thousands, except percentages)
 
Three months ended
 
September 27, 2019
 
June 28, 2019
 
September 28, 2018
 
GAAP
Adjustments(1)
Non-GAAP
 
GAAP
Adjustments(1)
Non-GAAP
 
GAAP
Adjustments(1)
Non-GAAP
Geography
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Americas
$
78,699

$

$
78,699

68%
 
$
42,437

$
23

$
42,460

50%
 
$
54,119

$
790

$
54,909

54%
EMEA
24,322


24,322

21%
 
25,203


25,203

30%
 
26,316


26,316

26%
APAC
12,704


12,704

11%
 
17,225


17,225

20%
 
20,181


20,181

20%
Total
$
115,725

$

$
115,725

100%
 
$
84,865

$
23

$
84,888

100%
 
$
100,616

$
790

$
101,406

100%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Market
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Service Provider
$
77,886

$

$
77,886

67%
 
$
43,438

$
23

$
43,461

51%
 
$
66,737

$
790

$
67,527

67%
Broadcast and Media
37,839


37,839

33%
 
41,427


41,427

49%
 
33,879


33,879

33%
Total
$
115,725

$

$
115,725

100%
 
$
84,865

$
23

$
84,888

100%
 
$
100,616

$
790

$
101,406

100%

 
Nine months ended
 
September 27, 2019
 
September 28, 2018
 
GAAP
Adjustments(1)
Non-GAAP
 
GAAP
Adjustments(1)
Non-GAAP
Geography
 
 
 
 
 
 
 
 
 
Americas
$
155,324

$
48

$
155,372

54%
 
$
155,893

$
1,185

$
157,078

54%
EMEA
77,603


77,603

28%
 
81,194


81,194

28%
APAC
47,769


47,769

18%
 
52,816


52,816

18%
Total
$
280,696

$
48

$
280,744

100%
 
$
289,903

$
1,185

$
291,088

100%
 
 
 
 
 
 
 
 
 
 
Market
 
 
 
 
 
 
 
 
 
Service Provider
$
165,536

$
48

$
165,584

59%
 
$
173,096

$
1,185

$
174,281

60%
Broadcast and Media
115,160


115,160

41%
 
116,807


116,807

40%
Total
$
280,696

$
48

$
280,744

100%
 
$
289,903

$
1,185

$
291,088

100%
(1) See “Use of Non-GAAP Financial Measures” above and “GAAP to Non-GAAP Reconciliations” below.


10



Harmonic Inc.
Preliminary Segment Information
(Unaudited, in thousands, except percentages)

 
Three months ended September 27, 2019
 
Video
 
Cable Access
 
Total Segment Measures
(non-GAAP)
 
Adjustments (1)
 
Consolidated GAAP Measures
Net revenue
$
60,055

 
$
55,670

 
$
115,725

 
$

*
$
115,725

Gross profit
34,646

 
42,925

 
77,571

 
(2,031
)
 
75,540

Gross margin%
57.7
 %
 
77.1
 %
 
67.0
 %
 
 
 
65.3
 %
Operating income (loss)
(1,696
)
 
31,611

 
29,915

 
(7,366
)
 
22,549

Operating margin%
(2.8
)%
 
56.8
 %
 
25.9
 %
 
 
 
19.5
 %
 
Three months ended June 28, 2019
 
Video
 
Cable Access
 
Total Segment Measures
(non-GAAP)
 
Adjustments (1)
 
Consolidated GAAP Measures
Net revenue
$
71,625

 
$
13,263

 
$
84,888

 
$
(23
)
*
$
84,865

Gross profit
41,444

 
4,086

 
45,530

 
(1,602
)
 
43,928

Gross margin%
57.9
 %
 
30.8
 %
 
53.6
 %
 
 
 
51.8
 %
Operating income (loss)
4,459

 
(7,243
)
 
(2,784
)
 
(4,980
)
 
(7,764
)
Operating margin%
6.2
 %
 
(54.6
)%
 
(3.3
)%
 
 
 
(9.1
)%
 
Three months ended September 28, 2018
 
Video
 
Cable Access
 
Total Segment Measures
(non-GAAP)
 
Adjustments (1)
 
Consolidated GAAP Measures
Net revenue
$
73,344

 
$
28,062

 
$
101,406

 
$
(790
)
*
$
100,616

Gross profit
41,937

 
10,871

 
52,808

 
(2,706
)
 
50,102

Gross margin%
57.2
 %
 
38.7
 %
 
52.1
 %
 
 
 
49.8
 %
Operating income
5,258

 
395

 
5,653

 
(9,304
)
 
(3,651
)
Operating margin%
7.2
 %
 
1.4
 %
 
5.6
 %
 
 
 
(3.6
)%
 
Nine months ended September 27, 2019
 
Video
 
Cable Access
 
Total Segment Measures
(non-GAAP)
 
Adjustments (1)
 
Consolidated GAAP Measures
Net revenue
$
198,856

 
$
81,888

 
$
280,744

 
$
(48
)
*
$
280,696

Gross profit
114,692

 
52,104

 
166,796

 
(5,479
)
 
161,317

Gross margin%
57.7
 %
 
63.6
 %
 
59.4
 %
 
 
 
57.5
 %
Operating income (loss)
4,731

 
18,571

 
23,302

 
(16,925
)
 
6,377

Operating margin%
2.4
 %
 
22.7
 %
 
8.3
 %
 
 
 
2.3
 %
 
Nine months ended September 28, 2018
 
Video
 
Cable Access
 
Total Segment Measures
(non-GAAP)
 
Adjustments (1)
 
Consolidated GAAP Measures
Net revenue
$
224,300

 
$
66,788

 
$
291,088

 
$
(1,185
)
*
$
289,903

Gross profit
126,721

 
29,698

 
156,419

 
(7,531
)
 
148,888

Gross margin%
56.5
 %
 
44.5
 %
 
53.7
 %
 
 
 
51.4
 %
Operating income (loss)
13,492

 
(578
)
 
12,914

 
(25,250
)
 
(12,336
)
Operating margin%
6.0
 %
 
(0.9
)%
 
4.4
 %
 
 
 
(4.3
)%

(1) See “Use of Non-GAAP Financial Measures” above and “GAAP to Non-GAAP Reconciliations” below.
* These non-GAAP adjustments are primarily for warrant amortization for the respective periods and relate to our Cable Access segment. After applying these adjustments to the non-GAAP revenue for the Cable Access segment, our GAAP revenue for the Cable Access segment for the three and nine months ended September 27, 2019 was $55,670 and $81,840, respectively; the GAAP revenue for the three and nine months ended September 28, 2018 was $27,272 and $65,603, respectively; and the GAAP revenue for the three months ended June 28, 2019 was $13,240. 



11



Harmonic Inc.
GAAP to Non-GAAP Reconciliations (Unaudited)
(In thousands, except percentages and per share data)
 
Three months ended September 27, 2019
 
Revenue
Gross Profit
Total Operating Expense
Income from Operations
Total Non-operating Expense, net
Net Income
GAAP
$
115,725

$
75,540

$
52,991

$
22,549

$
(10,289
)
$
11,657

  Stock-based compensation

405

(3,689
)
4,094


4,094

  Amortization of intangibles

1,295

(785
)
2,080


2,080

  Restructuring and related charges

331

(861
)
1,192


1,192

  Loss on convertible debt extinguishment




5,695

5,695

  Non-cash interest and other expenses related to convertible notes




2,625

2,625

  Discrete tax items and tax effect of non-GAAP adjustments





(2,751
)
Total adjustments
$

$
2,031

$
(5,335
)
$
7,366

$
8,320

$
12,935

Non-GAAP
$
115,725

$
77,571

$
47,656

$
29,915

$
(1,969
)
$
24,592

As a % of revenue (GAAP)
 
65.3
%
45.8
%
19.5
 %
(8.9
)%
10.1
 %
As a % of revenue (Non-GAAP)
 
67.0
%
41.2
%
25.9
 %
(1.7
)%
21.3
 %
 
 
 
 
 
 
 
Diluted net income per share:
 
 
 

 
 
  Diluted net income per share-GAAP
 
 
 
 
 
$
0.12

  Diluted net income per share-Non-GAAP
 
 
 

 
$
0.25

Shares used to compute diluted net loss per share:
 
 
 
 
 
 
  GAAP and Non-GAAP
 
 
 
 
 
97,596

 
 
 
 
 
 
 
 
Three months ended June 28, 2019
 
Revenue
Gross Profit
Total Operating Expense
Loss from Operations
Total Non-operating Expense, net
Net Loss
GAAP
$
84,865

$
43,928

$
51,692

$
(7,764
)
$
(3,384
)
$
(11,845
)
  Accounting impact related to warrant amortization

23

23


23


23

  Stock-based compensation

193

(2,317
)
2,510


2,510

  Amortization of intangibles

1,295

(784
)
2,079


2,079

  Restructuring and related charges

91

(277
)
368


368

  Non-cash interest and other expenses related to convertible notes




1,656

1,656

  Discrete tax items and tax effect of non-GAAP adjustments





1,238

Total adjustments
$
23

$
1,602

$
(3,378
)
$
4,980

$
1,656

$
7,874

Non-GAAP
$
84,888

$
45,530

$
48,314

$
(2,784
)
$
(1,728
)
$
(3,971
)
As a % of revenue (GAAP)
 
51.8
%
60.9
%
(9.1
)%
(4.0
)%
(14.0
)%
As a % of revenue (Non-GAAP)
 
53.6
%
56.9
%
(3.3
)%
(2.0
)%
(4.7
)%
 
 
 
 
 
 

Diluted net loss per share:
 
 
 
 
 


  Diluted net loss per share-GAAP
 
 
 
 
 
$
(0.13
)
  Diluted net loss per share-Non-GAAP
 
 
 
 
 
$
(0.04
)
Shares used to compute diluted net loss per share:
 
 
 
 
 

  GAAP and Non-GAAP
 
 
 
 
 
88,931

 
 
 
 
 
 
 
 
Three months ended September 28, 2018
 
Revenue
Gross Profit
Total Operating Expense
Income (Loss) from Operations
Total Non-operating Expense, net
Net Income (Loss)
GAAP
$
100,616

$
50,102

$
53,753

$
(3,651
)
$
(3,237
)
$
(7,758
)
  Accounting impact related to warrant amortization

790

790


790


790

  Stock-based compensation

614

(4,819
)
5,433


5,433

  Amortization of intangibles

1,295

(792
)
2,087


2,087

  Restructuring and related charges

7

(987
)
994


994

  Loss on equity investments




72

72

  Non-cash interest and other expenses related to convertible notes




1,528

1,528

  Discrete tax items and tax effect of non-GAAP adjustments





227

Total adjustments
$
790

$
2,706

$
(6,598
)
$
9,304

$
1,600

$
11,131

Non-GAAP
$
101,406

$
52,808

$
47,155

$
5,653

$
(1,637
)
$
3,373

As a % of revenue (GAAP)
 
49.8
%
53.4
%
(3.6
)%
(3.2
)%
(7.7
)%
As a % of revenue (Non-GAAP)
 
52.1
%
46.5
%
5.6
 %
(1.6
)%
3.3
 %
 
 
 
 
 
 
 
Diluted net income (loss) per share:
 
 
 
 
 
 
  Diluted net loss per share-GAAP
 
 
 
 
 
$
(0.09
)
  Diluted net income per share-Non-GAAP
 
 
 
 
 
$
0.04

Shares used to compute diluted net income (loss) per share:
 
 
 
 
 
 
  GAAP
 
 
 
 
 
86,321

  Non-GAAP
 
 
 
 
 
87,770

 
 
 
 
 
 
 
 
Nine months ended September 27, 2019

Revenue
Gross Profit
Total Operating Expense
Income from Operations
Total Non-operating Expense
Net Income (Loss)
GAAP
$
280,696

$
161,317

$
154,940

$
6,377

$
(16,890
)
$
(11,494
)
  Accounting impact related to warrant amortization
48

48


48


48

  Stock-based compensation

823

(7,894
)
8,717


8,717

  Amortization of intangibles

3,885

(2,357
)
6,242


6,242

  Restructuring and related charges

723

(1,195
)
1,918


1,918

  Loss on debt extinguishment




5,695

5,695

  Non-cash interest and other expenses related to convertible notes




5,887

5,887

  Discrete tax items and tax effect of non-GAAP adjustments





(1,179
)
Total adjustments
$
48

$
5,479

$
(11,446
)
$
16,925

$
11,582

$
27,328

Non-GAAP
$
280,744

$
166,796

$
143,494

$
23,302

$
(5,308
)
$
15,834

As a % of revenue (GAAP)


57.5
%
55.2
%
2.3
 %
(6.0
)%
(4.1
)%
As a % of revenue (Non-GAAP)


59.4
%
51.1
%
8.3
 %
(1.9
)%
5.6
 %
 
 
 
 
 
 
 
Diluted net income (loss) per share:
 
 
 
 
 
 
  Diluted net loss per share-GAAP
 
 
 
 
 
$
(0.13
)
  Diluted net income per share-Non-GAAP
 
 
 
 
 
$
0.17

Shares used to compute diluted net income (loss) per share:
 
 
 
 
 
 
  GAAP
 
 
 
 
 
89,030

  Non-GAAP
 
 
 
 
 
92,579

 
 
 
 
 
 
 
 
Nine months ended September 28, 2018
 
Revenue
Gross Profit
Total Operating Expense
Income (Loss) from Operations
Total Non-operating Expense
Net Income (Loss)
GAAP
$
289,903

$
148,888

$
161,224

$
(12,336
)
$
(9,190
)
$
(24,365
)
  Accounting impact related to warrant amortization
1,185

1,185


1,185


1,185

  Stock-based compensation

1,577

(12,625
)
14,202


14,202

  Amortization of intangibles

3,885

(2,396
)
6,281


6,281

  Restructuring and related charges

884

(2,704
)
3,588


3,588

  Gain on equity investments




(111
)
(111
)
  Non-cash interest and other expenses related to convertible notes




4,483

4,483

  Avid litigation settlement and associated legal fees


6

(6
)

(6
)
  Discrete tax items and tax effect of non-GAAP adjustments





1,543

Total adjustments
$
1,185

$
7,531

$
(17,719
)
$
25,250

$
4,372

$
31,165

Non-GAAP
$
291,088

$
156,419

$
143,505

$
12,914

$
(4,818
)
$
6,800

As a % of revenue (GAAP)
 
51.4
%
55.6
%
(4.3
)%
(3.2
)%
(8.4
)%
As a % of revenue (Non-GAAP)
 
53.7
%
49.3
%
4.4
 %
(1.7
)%
2.3
 %
 
 
 
 
 
 
 
Diluted net income (loss) per share:
 
 
 
 
 
 
  Diluted net loss per share-GAAP
 
 
 
 
 
$
(0.29
)
  Diluted net income per share-Non-GAAP
 
 
 
 
 
$
0.08

Shares used to compute diluted net income (loss) per share:
 
 
 
 
 
 
  GAAP
 
 
 
 
 
85,188

  GAAP and Non-GAAP
 
 
 
 
 
85,962




12



Harmonic Inc.
GAAP to Non-GAAP Reconciliations on Financial Guidance
(In millions, except percentages and per share data)

 
Q4 2019 Financial Guidance
 
Revenue
Gross Profit
Total Operating Expense
Income (Loss) from Operations
Total Non-operating Expense, net
Net Income (Loss)
GAAP
$108.0 to $118.0
$53.5 to $60.4
$52.2 to $54.2
$(0.7) to $8.2
$(3.3)
$(4.6) to $4.3
  Stock-based compensation
0.3
(3.2)
3.5
3.5
  Amortization of intangibles
1.3
(0.8)
2.1
2.1
  Restructuring and related charges
(0.2)
0.2
0.2
  Non-cash interest and other expenses related to convertible notes
1.8
1.8
  Tax effect of non-GAAP adjustments
$(0.9) to $0.2
Total adjustments
1.6
(4.2)
5.8
1.8
$6.7 to $7.8
Non-GAAP
$108.0 to $118.0
$55.1 to $62.0
$48.0 to $50.0
$5.1 to $14.0
$(1.5)
$3.2 to $11
As a % of revenue (GAAP)
 
49.5% to 51.1%
44.2% to 50.2%
(0.7)% to 6.9%
(2.8)%
(4.3)% to 3.6%
As a % of revenue (Non-GAAP)
 
51.0% to 52.5%
40.7% to 46.3%
4.7% to 11.8%
(1.3)%
2.9% to 9.3%
Diluted net income (loss) per share:
 
 
 
 
 
 
  Diluted net income (loss) per share-GAAP
 
 
 
 
$(0.05) to $0.04
  Diluted net income per share-Non-GAAP
 
 
 
 
$0.03 to $0.11
Shares used to compute diluted net loss per share:
 
 
 
 
 
 
  GAAP
 
 
 
 
90.5
Shares used to compute diluted net income per share:
 
 
 
 
 
 
  GAAP and Non-GAAP
 
 
 
 
95.8




13



 
2019 Financial Guidance
 
Revenue
Gross Profit
Total Operating Expense
Income from Operations
Total Non-operating Expense, net
Net Income (Loss)
GAAP
$388.7 to $398.7
$214.9 to $221.8
$207.0 to $209.0
$5.9 to $14.8
$(20.2)
$(16.0) to $(7.1)
  Stock-based compensation
1.1
(11.1)
12.2
12.2
  Amortization of intangibles
5.2
(3.1)
8.3
8.3
  Restructuring and related charges
0.7
(1.4)
2.1
2.1
  Non-cash interest and other expenses related to convertible notes
13.4
13.4
  Tax effect of non-GAAP adjustments
$(2.0) to $(0.9)
Total adjustments
7.0
(15.6)
22.6
13.4
$34.0 to $35.1
Non-GAAP
$388.7 to $398.7
$221.9 to $228.8
$191.4 to $193.4
$28.5 to $37.4
$(6.8)
$19.1 to $26.9
As a % of revenue (GAAP)
 
55.3% to 55.6%
51.9% to 53.8%
1.5% to 3.7%
(5.1)%
(4.1)% to (1.8)%
As a % of revenue (Non-GAAP)
 
57.1% to 57.4%
48.0% to 49.8%
7.3% to 9.4%
(1.7)%
4.9% to 6.7%
Diluted net income (loss) per share:
 
 
 
 
 
 
  Diluted net loss per share-GAAP
 
 
 
 
$(0.18) to $(0.08)
  Diluted net income per share-Non-GAAP
 
 
 
 
$0.20 to $0.29
Shares used to compute diluted net loss per share:
 
 
 
 
 
 
  GAAP
 
 
 
 
89.9
Shares used to compute diluted net income per share:
 
 
 
 
 
 
  Non-GAAP
 
 
 
 
93.8














14