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8-K

Harmonic Inc. (HLIT)

8-K 2020-02-03 For: 2020-02-03
View Original
Added on April 11, 2026

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): February 3, 2020

HARMONIC INC.

(Exact name of Registrant as specified in its charter)

Delaware 000-25826 77-0201147
(State or other jurisdiction of<br><br>incorporation) Commission<br><br>File Number (IRS Employer<br><br>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 February 3, 2020, Harmonic Inc. (“Harmonic”) issued a press release regarding its preliminary unaudited financial results for the quarter and year ended December 31, 2019. In the press release, Harmonic also announced that it would be holding a conference call on February 3, 2020 to discuss its financial results for the quarter and year ended December 31, 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<br><br>Number Description
--- ---
99.1 Press release of Harmonic Inc. dated February 3, 2020, entitled “Harmonic Announces Fourth Quarter and Fiscal 2019 Results.”

EXHIBIT INDEX

Exhibit<br><br>Number Description
99.1 Press release of Harmonic Inc. dated February 3, 2020, entitled “Harmonic Announces Fourth Quarter and Fiscal 2019 Results.”

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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: February 3, 2020 HARMONIC INC.
By: /s/ Sanjay Kalra
Sanjay Kalra
Chief Financial Officer

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		Exhibit

Exhibit 99.1

FOR IMMEDIATE RELEASE

Harmonic Announces Fourth Quarter and Fiscal 2019 Results

Strong Cable Access Revenue Growth

Record Video Gross Margins

SAN JOSE, California, February 3, 2020 - Harmonic Inc. (NASDAQ: HLIT) today announced its unaudited results for the fourth quarter and fiscal year ended December 31, 2019.

“Harmonic delivered another quarter of strong financial and strategic results,” said Patrick Harshman, president and chief executive officer of Harmonic. “Our industry-leading CableOS solution continued to gain market share, resulting in 78.3% revenue growth year over year. Our Video segment reported record gross margin of 60% and operating margin of 14%, reflecting our ongoing profitable transformation to live streaming software and SaaS.”

Q4 Financial and Business Highlights

Financial

Revenue: $122.2 million, up 7.5% year over year.
SaaS and service revenue: $36.3 million, up 18.9% year over year.
--- ---
Gross margin: GAAP 50.5% and non-GAAP 52.3%, compared to GAAP 53.1% and non-GAAP 54.5% in the year ago period.
--- ---
Cable Access segment revenue: $43.0 million, up 78.3% year over year.
--- ---
Video segment gross margin: 60.0%, compared to 57.5% in the year ago period.
--- ---
Operating income: GAAP income $6.7 million and non-GAAP income $14.8 million, compared to GAAP income $7.3 million and non-GAAP income $12.7 million in the year ago period.
--- ---
EPS: GAAP net income per share 6 cents and non-GAAP net income per share 12 cents, compared to GAAP net income per share 4 cents and non-GAAP net income per share 11 cents in the year ago period.
--- ---
Cash: $93.1 million, up $27.1 million year over year.
--- ---

Business

CableOS solution commercially deployed with 23 customers, up over 20% quarter over quarter.
Initial multi-million dollar CableOS purchase orders received from two new international Tier 1 operators.
--- ---
Video SaaS customer base increased from 36 to 48 customers, up 33% quarter over quarter and 153% year over year.
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Video SaaS annual recurring revenue of $16.3 million, up 70% year over year.
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Select Financial Information

GAAP Non-GAAP
Key Financial Results Q4 2019 Q3 2019 Q4 2018 Q4 2019 Q3 2019 Q4 2018
(in millions, except per share data)
Net revenue $ 122.2 $ 115.7 $ 113.7 $ 122.2 $ 115.7 $ 113.6
Net income $ 5.6 $ 11.7 $ 3.3 $ 12.1 $ 24.6 $ 9.7
Diluted EPS $ 0.06 $ 0.12 $ 0.04 $ 0.12 $ 0.25 $ 0.11
Other Financial Information Q4 2019 Q3 2019 Q4 2018
(in millions)
Bookings for the quarter $ 140.1 $ 126.5 $ 92.8
Backlog and deferred revenue as of quarter end $ 210.2 $ 192.5 $ 186.4
Cash and cash equivalents as of quarter end $ 93.1 $ 66.7 $ 66.0

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”.

Financial Guidance

GAAP Financial Guidance Q1 2020 2020
Low High Low High
(in millions, except percentages and per share data)
Net Revenue $ 80.0 $ 90.0 $ 390.0 $ 430.0
Video $ 60.0 $ 65.0 $ 260.0 $ 280.0
Cable Access $ 20.0 $ 25.0 $ 130.0 $ 150.0
Gross Margin % 47.5 % 49.0 % 49.0 % 54.0 %
Operating Expenses $ 55.5 $ 57.5 $ 214.0 $ 226.5
Operating Income (Loss) $ (19.5 ) $ (11.0 ) $ (24.0 ) $ 5.0
Tax Expense $ 0.7 $ 0.7 $ 2.9 $ 2.9
EPS $ (0.24 ) $ (0.16 ) $ (0.40 ) $ (0.11 )
Shares 95.8 95.8 97.7 97.7
Cash $ 70.0 $ 80.0 $ 50.0 $ 60.0 Non-GAAP Financial Guidance Q1 2020 2020
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Low High Low High
(in millions, except percentages and per share data)
Net Revenue $ 80.0 $ 90.0 $ 390.0 $ 430.0
Video $ 60.0 $ 65.0 $ 260.0 $ 280.0
Cable Access $ 20.0 $ 25.0 $ 130.0 $ 150.0
Gross Margin % 50.0 % 52.0 % 50.0 % 55.0 %
Operating Expenses $ 48.0 $ 50.0 $ 190.0 $ 202.0
Operating Income (Loss) $ (9.5 ) $ (1.5 ) $ 5.0 $ 34.0
Tax rate 10 % 10 % 10 % 10 %
EPS $ (0.10 ) $ (0.03 ) $ 0.00 $ 0.26
Shares 95.8 95.8 97.7 101.2
Cash $ 70.0 $ 80.0 $ 50.0 $ 60.0

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

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Conference Call Information

Harmonic will host a conference call to discuss its financial results at 2:00 p.m. Pacific (5:00 p.m. Eastern) on Monday, February 3, 2020. 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 7278754). 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 7278754).

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 and 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.

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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.

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 expense 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 expense. We believe that excluding these costs provides meaningful supplemental information regarding operational performance and liquidity, along with enhancing

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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.

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

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Harmonic Inc.

Preliminary Consolidated Balance Sheets

(Unaudited, in thousands, except per share data)

December 31, 2019 December 31, 2018
ASSETS
Current assets:
Cash and cash equivalents $ 93,058 $ 65,989
Accounts receivable, net 88,500 81,795
Inventories 29,042 25,638
Prepaid expenses and other current assets 40,762 23,280
Total current assets 251,362 196,702
Property and equipment, net 22,928 22,321
Goodwill 239,780 240,618
Intangibles, net 4,461 12,817
Other long-term assets 68,796 38,377
Total assets $ 587,327 $ 510,835
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Other debts and capital lease obligations, current $ 6,713 $ 7,175
Accounts payable 40,933 33,778
Income taxes payable 1,226 1,099
Deferred revenue 37,117 41,592
Accrued and other current liabilities 62,535 52,761
Total current liabilities 148,524 136,405
Convertible notes, long-term 132,004 114,808
Other debts and capital lease obligations, long-term 10,511 12,684
Income taxes payable, long-term 178 460
Other non-current liabilities 41,254 18,228
Total liabilities $ 332,471 $ 282,585
Convertible notes 2,410
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; 91,875 and 87,057 shares issued and outstanding at December 31, 2019 and 2018, respectively 92 87
Additional paid-in capital 2,327,359 2,296,795
Accumulated deficit (2,071,940 ) (2,067,416 )
Accumulated other comprehensive loss (3,065 ) (1,216 )
Total stockholders’ equity 252,446 228,250
Total liabilities and stockholders’ equity $ 587,327 $ 510,835

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Harmonic Inc.

Preliminary Consolidated Statements of Operations

(Unaudited, in thousands, except per share data)

Three months ended Year ended
December 31, 2019 December 31, 2018 December 31, 2019 December 31, 2018
Revenue:
Appliance and integration $ 85,933 $ 83,179 $ 275,797 $ 287,564
SaaS and service 36,245 30,476 127,077 115,994
Total net revenue 122,178 113,655 402,874 403,558
Cost of revenue:
Appliance and integration 47,107 42,289 130,284 148,472
SaaS and service 13,376 11,045 49,578 45,877
Total cost of revenue 60,483 53,334 179,862 194,349
Total gross profit 61,695 60,321 223,012 209,209
Operating expenses:
Research and development 21,703 21,913 84,614 89,163
Selling, general and administrative 30,557 30,078 119,035 118,952
Amortization of intangibles 782 791 3,139 3,187
Restructuring and related charges 1,947 214 3,141 2,918
Total operating expenses 54,989 52,996 209,929 214,220
Income (loss) from operations 6,706 7,325 13,083 (5,011 )
Interest expense, net (2,789 ) (2,909 ) (11,651 ) (11,401 )
Loss on debt extinguishment (5,695 )
Other income (expense), net 162 (2,333 ) (536 )
Income (loss) before income taxes 3,917 4,578 (6,596 ) (16,948 )
Provision for (benefit from) income taxes (1,653 ) 1,248 (672 ) 4,087
Net income (loss) $ 5,570 $ 3,330 $ (5,924 ) $ (21,035 )
Net income (loss) per share:
Basic $ 0.06 $ 0.04 $ (0.07 ) $ (0.25 )
Diluted $ 0.06 $ 0.04 $ (0.07 ) $ (0.25 )
Shares used in per share calculations:
Basic 91,124 86,846 89,575 85,615
Diluted 97,499 89,028 89,575 85,615

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Harmonic Inc.

Preliminary Consolidated Statements of Cash Flows

(Unaudited, in thousands)

Year ended
December 31, 2019 December 31, 2018
Cash flows from operating activities:
Net loss $ (5,924 ) $ (21,035 )
Adjustments to reconcile net loss to net cash provided by operating activities:
Amortization of intangibles 8,319 8,367
Depreciation 11,287 12,971
Stock-based compensation 12,074 17,289
Amortization of discount on convertible debt 6,756 6,060
Provision for non-cash warrant 13,576 1,178
Restructuring, asset impairment and loss on retirement of fixed assets 124 1,491
Loss on debt extinguishment 5,695
Foreign currency adjustments (290 ) (1,906 )
Deferred income taxes, net (2,076 ) 661
Provision for doubtful accounts, returns and discounts 1,500 2,521
Provision for excess and obsolete inventories 1,479 1,649
Other non-cash adjustments, net 1,225 407
Changes in operating assets and liabilities:
Accounts receivable (8,388 ) (14,700 )
Inventories (4,819 ) (2,045 )
Prepaid expenses and other assets (3,347 ) 3,227
Accounts payable 5,086 1,018
Deferred revenues (3,436 ) (4,808 )
Income taxes payable (136 ) 440
Accrued and other liabilities (7,410 ) (501 )
Net cash provided by operating activities 31,295 12,284
Cash flows from investing activities:
Proceeds from sales of investments 104
Purchases of property and equipment (10,328 ) (7,044 )
Net cash used in investing activities (10,328 ) (6,940 )
Cash flows from financing activities:
Proceeds from convertible debt 115,500
Payments of convertible debt (109,603 )
Payment of convertible debt issuance costs (4,277 )
Proceeds from other debts and finance leases 4,684 5,066
Repayment of other debts and finance leases (6,913 ) (7,132 )
Proceeds from common stock issued to employees 8,406 4,947
Payment of tax withholding obligations related to net share settlements of restricted stock units (1,492 ) (230 )
Net cash provided by financing activities 6,305 2,651
Effect of exchange rate changes on cash, cash equivalents and restricted cash (203 ) (763 )
Net increase in cash, cash equivalents and restricted cash 27,069 7,232
Cash, cash equivalents and restricted cash, beginning of the year 65,989 58,757
Cash, cash equivalents and restricted cash, end of the year $ 93,058 $ 65,989

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Harmonic Inc.

Preliminary Revenue Information

(Unaudited, in thousands, except percentages)

Three months ended
December 31, 2019 September 27, 2019 December 31, 2018
GAAP Adjustment^(1)^ Non-GAAP GAAP Adjustment^(1)^ Non-GAAP GAAP Adjustment^(1)^ Non-GAAP
Geography
Americas $ 68,869 $ $ 68,869 56% $ 78,699 $ $ 78,699 68% $ 63,007 $ (7 ) $ 63,000 55%
EMEA 39,874 39,874 33% 24,322 24,322 21% 25,880 25,880 23%
APAC 13,435 13,435 11% 12,704 12,704 11% 24,768 24,768 22%
Total $ 122,178 $ $ 122,178 100% $ 115,725 $ $ 115,725 100% $ 113,655 $ (7 ) $ 113,648 100%
Market
Service Provider $ 83,976 $ $ 83,976 69% $ 77,886 $ $ 77,886 67% $ 80,325 $ (7 ) $ 80,318 71%
Broadcast and Media 38,202 38,202 31% 37,839 37,839 33% 33,330 33,330 29%
Total $ 122,178 $ $ 122,178 100% $ 115,725 $ $ 115,725 100% $ 113,655 $ (7 ) $ 113,648 100%
Twelve months ended
--- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
December 31, 2019 December 31, 2018
GAAP Adjustment^(1)^ Non-GAAP GAAP Adjustment^(1)^ Non-GAAP
Geography
Americas $ 224,193 $ 48 $ 224,241 56% $ 218,900 $ 1,178 $ 220,078 54%
EMEA 117,477 117,477 29% 107,074 107,074 27%
APAC 61,204 61,204 15% 77,584 77,584 19%
Total $ 402,874 $ 48 $ 402,922 100% $ 403,558 $ 1,178 $ 404,736 100%
Market
Service Provider $ 249,512 $ 48 $ 249,560 62% $ 253,421 $ 1,178 $ 254,599 63%
Broadcast and Media 153,362 153,362 38% 150,137 150,137 37%
Total $ 402,874 $ 48 $ 402,922 100% $ 403,558 $ 1,178 $ 404,736 100%

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

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Harmonic Inc.

Preliminary Segment Information

(Unaudited, in thousands, except percentages)

Three months ended December 31, 2019
Video Cable Access Total Segment Measures<br><br>(non-GAAP) Adjustments ^(1)^ Consolidated GAAP Measures
Net revenue $ 79,172 $ 43,006 $ 122,178 $ $ 122,178
Gross profit 47,463 16,492 63,955 (2,260 ) 61,695
Gross margin% 60.0 % 38.3 % 52.3 % 50.5 %
Operating income 11,105 3,649 14,754 (8,048 ) 6,706
Operating margin% 14.0 % 8.5 % 12.1 % 5.5 %
Three months ended September 27, 2019
Video Cable Access Total Segment Measures<br><br>(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 December 31, 2018
Video Cable Access Total Segment Measures<br><br>(non-GAAP) Adjustments ^(1)^ Consolidated GAAP Measures
Net revenue $ 89,528 $ 24,120 $ 113,648 $ 7 * $ 113,655
Gross profit 51,449 10,509 61,958 (1,637 ) 60,321
Gross margin% 57.5 % 43.6 % 54.5 % 53.1 %
Operating income (loss) 12,678 12,678 (5,353 ) 7,325
Operating margin% 14.2 % % 11.2 % 6.4 %
Twelve months ended December 31, 2019
Video Cable Access Total Segment Measures<br><br>(non-GAAP) Adjustments ^(1)^ Consolidated GAAP Measures
Net revenue $ 278,028 $ 124,894 $ 402,922 $ (48 ) * $ 402,874
Gross profit 162,156 68,596 230,752 (7,740 ) 223,012
Gross margin% 58.3 % 54.9 % 57.3 % 55.4 %
Operating income 15,837 22,219 38,056 (24,973 ) 13,083
Operating margin% 5.7 % 17.8 % 9.4 % 3.2 %
Twelve months ended December 31, 2018
Video Cable Access Total Segment Measures<br><br>(non-GAAP) Adjustments ^(1)^ Consolidated GAAP Measures
Net revenue $ 313,828 $ 90,908 $ 404,736 $ (1,178 ) * $ 403,558
Gross profit 178,170 40,207 218,377 (9,168 ) 209,209
Gross margin% 56.8 % 44.2 % 54.0 % 51.8 %
Operating income (loss) 26,170 (578 ) 25,592 (30,603 ) (5,011 )
Operating margin% 8.3 % (0.6 )% 6.3 % (1.2 )%

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

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* 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 twelve months ended December 31, 2019 was $124,846; the GAAP revenue for the three and twelve months ended December 31, 2018 was $24,127 and $89,730, respectively.

11


Harmonic Inc.

GAAP to Non-GAAP Reconciliations (Unaudited)

(in thousands, except percentages and per share data)

Three months ended December 31, 2019
Revenue Gross Profit Total Operating Expense Income from Operations Total Non-operating expense, net Net Income
GAAP $ 122,178 $ 61,695 $ 54,989 $ 6,706 $ (2,789 ) $ 5,570
Stock-based compensation 297 (3,059 ) 3,356 3,356
Amortization of intangibles 1,295 (782 ) 2,077 2,077
Restructuring and related charges 668 (1,947 ) 2,615 2,615
Non-cash interest expenses related to convertible notes 1,796 1,796
Discrete tax items and tax effect of non-GAAP adjustments (3,303 )
Total adjustments 2,260 (5,788 ) 8,048 1,796 6,541
Non-GAAP $ 122,178 $ 63,955 $ 49,201 $ 14,754 $ (993 ) $ 12,111
As a % of revenue (GAAP) 50.5 % 45.0 % 5.5 % (2.3 )% 4.6 %
As a % of revenue (Non-GAAP) 52.3 % 40.3 % 12.1 % (0.8 )% 9.9 %
Diluted net income per share:
Diluted net income per share-GAAP $ 0.06
Diluted net income per share-Non-GAAP $ 0.12
Shares used to compute diluted net income per share:
GAAP and Non-GAAP 97,499
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 income per share:
GAAP and Non-GAAP 97,596

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Three months ended December 31, 2018
Revenue Gross Profit Total Operating Expense Income from Operations Total Non-operating expense, net Net Income
GAAP $ 113,655 $ 60,321 $ 52,996 $ 7,325 $ (2,747 ) $ 3,330
Accounting impact related to warrant amortization (7 ) (7 ) (7 ) (7 )
Stock-based compensation 376 (2,711 ) 3,087 3,087
Amortization of intangibles 1,295 (791 ) 2,086 2,086
Restructuring and related charges (27 ) (214 ) 187 187
Non-cash interest expenses related to convertible notes 1,577 1,577
Discrete tax items and tax effect of non-GAAP adjustments (593 )
Total adjustments (7 ) 1,637 (3,716 ) 5,353 1,577 6,337
Non-GAAP $ 113,648 $ 61,958 $ 49,280 $ 12,678 $ (1,170 ) $ 9,667
As a % of revenue (GAAP) 53.1 % 46.6 % 6.4 % (2.4 )% 2.9 %
As a % of revenue (Non-GAAP) 54.5 % 43.4 % 11.2 % (1.0 )% 8.5 %
Diluted net loss per share:
Diluted net income per share-GAAP $ 0.04
Diluted net income per share-Non-GAAP $ 0.11
Shares used to compute diluted net income per share:
GAAP and Non-GAAP 89,028
Twelve months ended December 31, 2019
Revenue Gross Profit Total Operating Expense Income from Operations Total Non-operating expense, net Net Income (Loss)
GAAP $ 402,874 $ 223,012 $ 209,929 $ 13,083 $ (19,679 ) $ (5,924 )
Accounting impact related to warrant amortization 48 48 48 48
Stock-based compensation 1,121 (10,953 ) 12,074 12,074
Amortization of intangibles 5,180 (3,139 ) 8,319 8,319
Restructuring and related charges 1,391 (3,141 ) 4,532 4,532
Loss on debt extinguishment 5,695 5,695
Non-cash interest and other expenses related to convertible notes 7,683 7,683
Discrete tax items and tax effect of non-GAAP adjustments (4,482 )
Total adjustments 48 7,740 (17,233 ) 24,973 13,378 33,869
Non-GAAP $ 402,922 $ 230,752 $ 192,696 $ 38,056 $ (6,301 ) $ 27,945
As a % of revenue (GAAP) 55.4 % 52.1 % 3.2 % (4.9 )% (1.5 )%
As a % of revenue (Non-GAAP) 57.3 % 47.8 % 9.4 % (1.6 )% 6.9 %
Diluted net income (loss) per share:
Diluted net loss per share-GAAP $ (0.07 )
Diluted net income per share-Non-GAAP $ 0.30
Shares used to compute diluted net income (loss) per share:
GAAP 89,575
Non-GAAP 93,830

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Twelve months ended December 31, 2018
Revenue Gross Profit Total Operating Expense Loss from Operations Total Non-operating expense, net Net Loss
GAAP $ 403,558 $ 209,209 $ 214,220 $ (5,011 ) $ (11,937 ) $ (21,035 )
Accounting impact related to warrant amortization 1,178 1,178 1,178 1,178
Stock-based compensation 1,953 (15,336 ) 17,289 17,289
Amortization of intangibles 5,180 (3,187 ) 8,367 8,367
Restructuring and related charges 857 (2,918 ) 3,775 3,775
Gain on equity investments (111 ) (111 )
Avid litigation settlement and associated legal fees 6 (6 ) (6 )
Non-cash interest expenses related to convertible notes 6,060 6,060
Discrete tax items and tax effect of non-GAAP adjustments 950
Total adjustments 1,178 9,168 (21,435 ) 30,603 5,949 37,502
Non-GAAP $ 404,736 $ 218,377 $ 192,785 $ 25,592 $ (5,988 ) $ 16,467
As a % of revenue (GAAP) 51.8 % 53.1 % (1.2 )% (3.0 )% (5.2 )%
As a % of revenue (Non-GAAP) 54.0 % 47.6 % 6.3 % (1.5 )% 4.1 %
Diluted net loss per share:
Diluted net loss per share-GAAP $ (0.25 )
Diluted net income per share-Non-GAAP $ 0.19
Shares used to compute diluted net income (loss) per share:
GAAP 85,615
Non-GAAP 86,741

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Harmonic Inc.

GAAP to Non-GAAP Reconciliations on Financial Guidance

(In millions, except percentages and per share data)

Q1 2020 Financial Guidance
Revenue Gross Profit Total Operating Expense Loss from Operations Total Non-operating Expense, net Net Loss
GAAP $80.0 to $90.0 $38.0 to $44.3 $55.5 to $57.5 $(19.5) to $(11.0) $(3.1) $(23.2) to $(14.9)
Stock-based compensation 1.2 (6.4) 7.6 7.6
Amortization of intangibles 0.9 (0.8) 1.7 1.7
Restructuring and related charges 0.2 (0.2) 0.4 0.4
Non-cash interest and other expenses related to convertible notes 1.8 1.8
Tax effect of non-GAAP adjustments $1.0 to $1.8
Total adjustments 2.3 (7.4) 9.7 1.8 $12.5 to $13.3
Non-GAAP $80.0 to $90.0 $40.3 to $46.6 $48.0 to $50.0 $(9.5) to $(1.5) $(1.3) $(9.7) to $(2.5)
As a % of revenue (GAAP) 47.5% to 49.0% 61.6% to 71.8% (24.3)% to (12.3)% (3.4)% to (3.9)% (29.0)% to (16.6)%
As a % of revenue (Non-GAAP) 50.0% to 52.0% 53.3% to 62.5% (11.9)% to (1.7)% (1.4)% to (1.6)% (12.1)% to (2.8)%
Diluted net loss per share:
Diluted net loss per share-GAAP $(0.24) to $(0.16)
Diluted net loss per share-Non-GAAP $(0.10) to $(0.03)
Shares used to compute diluted net loss per share:
GAAP and Non-GAAP 95,762
2020 Financial Guidance
Revenue Gross Profit Total Operating Expense Income (Loss) from Operations Total Non-operating Expense, net Net Income (Loss)
GAAP $390.0 to $430.0 $190.3 to $231.2 $214.3 to $226.3 $(24.0) to $4.9 $(12.6) $(39.5) to $(10.6)
Stock-based compensation expense 2.9 (20.5) 23.4 23.4
Amortization of intangibles 1.0 (3.0) 4.0 4.0
Restructuring and related charges 0.8 (0.8) 1.6 1.6
Non-cash interest expense related to convertible notes 7.4 7.4
Tax effect of non-GAAP adjustments $0.1 to $2.9
Total adjustments 4.7 (24.3) 29.0 7.4 $36.4 to $39.3
Non-GAAP $390.0 to $430.0 $195.0 to $235.9 $190.0 to $202.0 $5.0 to $34.0 $(5.2) $(0.2) to $25.8
As a % of revenue (GAAP) 49.0% to 54.0% 54.9% to 52.6% (6.2)% to 1.1% (2.9)% to (3.2)% (10.1)% to (2.5)%
As a % of revenue (Non-GAAP) 50.0% to 55.0% 48.7% to 47.0% 1.3% to 7.9% (1.2)% to (1.3)% (0.1)% to 6.0%
Diluted net income (loss) per share:
Diluted net loss per share-GAAP $(0.40) to $(0.11)
Diluted net income (loss) per share-Non-GAAP $0.00 to $0.26
Shares used to compute diluted net loss per share:
GAAP and Non-GAAP 97,659
Shares used to compute diluted net income per share:
Non-GAAP 101,165

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