View:
United States securities and exchange commission logo
August 29, 2023
Walter Jankovic
Chief Financial Officer
Harmonic Inc.
2590 Orchard Parkway
San Jose, CA 95131
Re: Harmonic Inc.
Form 10-K for the
fiscal year ended December 31, 2022
Filed February 28,
2023
Form 8-K furnished
on July 31, 2023
File No. 000-25826
Dear Walter Jankovic:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the fiscal year ended December 31, 2022
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Critical Accounting Estimates, page 37
1. Please revise the
discussion of your critical accounting policies to focus on the
assumptions and
uncertainties that underlie your critical accounting estimates. Also
quantify, where
material, and provide an analysis of the impact of critical accounting
estimates on your
financial position and results of operations for the periods presented,
including the effects
of changes in critical accounting estimates between periods. In
addition, include a
qualitative and quantitative analysis of the sensitivity of reported
results to changes in
your assumptions, judgments, and estimates, including the likelihood
of obtaining materially
different results if different assumptions were applied. These
disclosure should
supplement, not duplicate, the accounting policy disclosures included in
your financial
statement footnotes. Please refer to SEC Release No. 33-8350.
Walter Jankovic
FirstName LastNameWalter Jankovic
Harmonic Inc.
Comapany
August 29, NameHarmonic
2023 Inc.
August
Page 2 29, 2023 Page 2
FirstName LastName
Results of Operations, page 39
2. Where you describe two or more business reasons that contributed to a
material change in
a financial statement line item between periods, please quantify,
where possible, the extent
to which each factor contributed to the overall change in that line
item. In addition, where
you identify intermediate causes of changes in your operating results,
also describe the
reasons underlying the intermediate causes. As an example, your
consolidated and
segment revenue discussions on pages 39 and 42 discuss changes
attributable to various
factors that have not been quantified, such as the reduction in
Appliance sales and the
impact of ceasing sales activities in Russia, and/or do not explain in
sufficient detail the
forces driving such factors, such as the "continued penetration" and
"increasing usage"
from existing customers. Ensure your narrative better enables
investors to see the
company through the eyes of management and provides information about
the quality of,
and potential variability of, your earnings and cash flows, so that
investors can ascertain
the likelihood that past performance is indicative of future
performance. See Item 303 of
Regulation S-K and SEC Release No. 33-8350.
Report of Independent Registered Public Accounting Firm, page 49
3. Please amend your Form 10-K to include an audit report related to your
consolidated
statements of operations, comprehensive income, stockholders' equity
and cash flows for
the fiscal year ended December 31, 2020, and the related notes.
Consolidated Statements of Operations, page 51
4. We note that you separately present revenues and cost of revenues for
"Appliance and
integration" and "SaaS and service" on your consolidated statements of
operations. Please
confirm whether or not these categories represent amounts attributable
to products and
services pursuant to Rule 5-03(b)(1)-(2) of Regulation S-X. If they do
not represent
product and service categories, please revise to comply with such
guidance or tell us how
your current presentation complies with Rule 5-03.
Notes to Consolidated Financial Statements
Note 4: Revenue, page 60
5. We note that you recognize revenue related to hardware products,
software products,
solution sales, professional services, and support and maintenance
services. We further
note the description of your various product and service offerings
under the "Our Products
and Solutions" header on pages 7-8 and that you recognize revenues on
both a point in
time and over time basis. Pursuant to ASC 606-10-50-5 and ASC
606-10-55-89 through
55-91, please provide disaggregated revenue disclosures that depict
how the nature,
amount, timing and uncertainty of revenue and cash flows are affected
by economic
factors. Also tell us the specific revenue categories included in the
information regularly
reviewed by your chief operating decision maker. If you believe your
current presentation
fully complies with ASC 606 disclosure requirements, please advise.
Walter Jankovic
FirstName LastNameWalter Jankovic
Harmonic Inc.
Comapany
August 29, NameHarmonic
2023 Inc.
August
Page 3 29, 2023 Page 3
FirstName LastName
Note 16: Earnings Per Share, page 76
6. Please tell us and revise your disclosures to clarify how you treat
your convertible notes
for earnings per share purposes. We note that you reference both the
treasury stock and if-
converted methods related to your convertible notes, presumably due to
the adoption of
ASU 2020-06, but do not specify the applicable fiscal years for each
method. Also tell us
how you applied the if-converted method for fiscal 2022, including how
you determined
approximately 5.1 million of the potential 19.9 million potential
dilutive shares related to
the 2022 and 2024 convertible notes should be included in the diluted
EPS computation.
Note 17: Segment Information, Geographic Information and Customer
Concentration, page 77
7. Please address the following comments related to your segment
presentation:
We note that you present more than one segment measures of
profit or loss, including
gross profit and operating income. It appears that operating
income represent your
segment measure of profit or loss under ASC 280-10-50-22 since
you reconcile it to
consolidated totals. Please tell us how your presentation of more
than one measure of
segment profit or loss, gross profit in particular, complies with
the aforementioned
guidance.
Tell us whether or not segmental gross profit represents a
non-GAAP measure and, if
not, the reasons for your determination. To the extent it
represents a non-GAAP
measure, refrain from presenting it within your financial
statement footnotes pursuant
to Item 10(e)(1)(ii)(C) of Regulation S-K. To the extent
presented in Management's
Discussion & Analysis, ensure that you identify it as a non-GAAP
measure, along
with segment gross margin percentages, and provide all required
disclosures,
including a reconciliation to the GAAP measure.
Form 8-K furnished on July 31, 2023
Form 8-K furnished on July 31, 2023
Exhibit 99.1, page 1
8. We note that you present segmental gross profit, gross margin
percentage, operating
expenses, and Adjusted EBITDA, and segmental and consolidated Adjusted
EBITDA
margin percentage throughout your earnings release. Please revise
future filings to clearly
identify these measures as non-GAAP measures. To the extent GAAP and
non-GAAP
measures are commingled within the same table, such as segment gross
profit within your
GAAP and non-GAAP Financial Guidance tables on pages 2-3, ensure that
your
disclosures clearly identify the non-GAAP measures. Also reconcile
segment Adjusted
EBITDA and segment and consolidated Adjusted EBITDA margin percentage
to the most
directly comparable GAAP measure with equal or greater prominence. See
Item
10(e)(1)(i)(B) of Regulation S-K and Question 102.10(a) of the
Non-GAAP Financial
Measures Compliance and Disclosure Interpretations.
Walter Jankovic
Harmonic Inc.
August 29, 2023
Page 4
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Eiko Yaoita Pyles at 202-551-3587 or Andrew Blume at
202-551-3254
with any questions.
FirstName LastNameWalter Jankovic Sincerely,
Comapany NameHarmonic Inc.
Division of
Corporation Finance
August 29, 2023 Page 4 Office of
Manufacturing
FirstName LastName