HLIT 8-K
Harmonic Inc. (HLIT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of Registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
Commission File Number |
(IRS Employer Identification No.) |
(Address of principal executive offices, including zip code)
(
(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 |
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 7.01. |
Regulation FD Disclosure |
As previously announced, on December 8, 2025, Harmonic Inc. (the “Company”) entered into a Put Option Agreement to sell its Video business to LeoneMedia Inc. (d/b/a MediaKind) (the “Buyer”). The disposition is expected to close in the first half of 2026, subject to the satisfaction of customary closing conditions, including completion of the required consultation process with the French employee works council.
Historically, the Company operated under two reportable segments: Broadband and Video. The Company determined that the disposition of the Video business met the held-for-sale and discontinued operations accounting criteria upon execution of the Put Option Agreement. Accordingly, the Company classified the results of the Video Business as discontinued operations in its consolidated statements of operations for all periods presented in its Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The Company's continuing operations now consists of a single reportable segment, Broadband.
The Company is providing certain unaudited supplemental quarterly historical financial information for 2025 to reflect the reclassification of its Video business to discontinued operations in Exhibit 99.1. The information is intended to support the financial modeling efforts of those requiring this information only and in no way revises or restates the Company’s previously filed Consolidated Statements of Operations or Non-GAAP Financial Measures for any period presented.
The information in this Item 7.01 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 7.01 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, or under the Exchange Act.
Item 9.01. |
Financial Statements and Exhibits. |
Exhibit Number |
|
Description |
99.1 |
|
|
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: March 11, 2026 |
|
|
|
HARMONIC INC. |
||
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
By: |
|
/s/ Walter Jankovic |
|
|
|
|
|
|
Walter Jankovic |
|
|
|
|
|
|
Chief Financial Officer |

Exhibit 99.1
Harmonic Inc.
Historical Condensed Consolidated Statements of Operations (Unaudited)
(in thousands, except per share data)1(1)
|
Three Months Ended |
||||||||||
|
March 28, 2025 |
|
June 27, 2025 |
|
September 26, 2025 |
|
December 31, 2025 |
||||
Revenue: |
|
|
|
|
|
|
|
|
|
|
|
Appliance and integration |
$ |
71,525 |
|
$ |
72,601 |
|
$ |
76,179 |
|
$ |
82,482 |
SaaS and service |
|
13,353 |
|
|
14,317 |
|
|
14,313 |
|
|
15,753 |
Total net revenue |
|
84,878 |
|
|
86,918 |
|
|
90,492 |
|
|
98,235 |
Cost of revenue: |
|
|
|
|
|
|
|
|
|
|
|
Appliance and integration |
|
32,434 |
|
|
41,652 |
|
|
42,253 |
|
|
45,790 |
SaaS and service |
|
5,964 |
|
|
5,480 |
|
|
5,940 |
|
|
6,265 |
Total cost of revenue |
|
38,398 |
|
|
47,132 |
|
|
48,193 |
|
|
52,055 |
Total gross profit |
|
46,480 |
|
|
39,786 |
|
|
42,299 |
|
|
46,180 |
Operating expenses: (2) |
|
|
|
|
|
|
|
|
|
|
|
Research and development |
|
19,664 |
|
|
17,992 |
|
|
18,701 |
|
|
19,972 |
Selling, general and administrative |
|
19,780 |
|
|
20,483 |
|
|
18,681 |
|
|
22,440 |
Asset impairment and related charges |
|
— |
|
|
1,637 |
|
|
— |
|
|
— |
Restructuring and related charges |
|
— |
|
|
428 |
|
|
887 |
|
|
— |
Total operating expenses |
|
39,444 |
|
|
40,540 |
|
|
38,269 |
|
|
42,412 |
Income from operations |
|
7,036 |
|
|
(754) |
|
|
4,030 |
|
|
3,768 |
Interest expense, net |
|
(1,311) |
|
|
(1,090) |
|
|
(1,001) |
|
|
(397) |
Other income (expense), net |
|
(621) |
|
|
(1,192) |
|
|
440 |
|
|
(47) |
Income (loss) before income taxes |
|
5,104 |
|
|
(3,036) |
|
|
3,469 |
|
|
3,324 |
Provision for (benefit from) income taxes |
|
2,735 |
|
|
(2,179) |
|
|
3,984 |
|
|
3,105 |
Income (loss) from continuing operations |
$ |
2,369 |
|
$ |
(857) |
|
$ |
(515) |
|
$ |
219 |
Income (loss) from discontinued operations, net of tax |
|
3,571 |
|
|
3,728 |
|
|
3,209 |
|
|
(55,034) |
Net income (loss) |
$ |
5,940 |
|
$ |
2,871 |
|
$ |
2,694 |
|
$ |
(54,815) |
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per share: |
|
|
|
|
|
|
|
|
|
|
|
Basic: |
|
|
|
|
|
|
|
|
|
|
|
Continuing operations |
$ |
0.02 |
|
$ |
(0.01) |
|
$ |
(0.00) |
|
$ |
0.00 |
Discontinued operations |
|
0.03 |
|
|
0.04 |
|
|
0.02 |
|
|
(0.49) |
Basic earnings (loss) per share |
$ |
0.05 |
|
$ |
0.03 |
|
$ |
0.02 |
|
$ |
(0.49) |
|
|
|
|
|
|
|
|
|
|
|
|
Diluted: |
|
|
|
|
|
|
|
|
|
|
|
Continuing operations |
$ |
0.02 |
|
$ |
(0.01) |
|
$ |
(0.00) |
|
$ |
0.00 |
Discontinued operations |
|
0.03 |
|
|
0.04 |
|
|
0.02 |
|
|
(0.49) |
Diluted earnings (loss) per share |
$ |
0.05 |
|
$ |
0.03 |
|
$ |
0.02 |
|
$ |
(0.49) |
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares: |
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
116,319 |
|
|
113,392 |
|
|
112,982 |
|
|
112,089 |
Diluted |
|
117,021 |
|
|
113,392 |
|
|
112,982 |
|
|
112,995 |
(1) Unless otherwise noted, the financial information presented in exhibit 99.1, including the various metrics cited, excludes the Video business and pertains only to our continuing operations.
(2) Includes total stranded costs of $1.6 million, $1.4 million, $1.8 million, and $2.5 million for Q1, Q2, Q3, and Q4, respectively, recorded in research and development and selling, general and administrative expense.
Harmonic Inc.
Historical GAAP to Non-GAAP Reconciliations (Unaudited)
(in thousands, except percentages and per share data)
2
|
Three Months Ended March 28, 2025 |
||||||||||||||||
|
Revenue |
|
Gross Profit |
|
Total Operating Expense |
|
Income from Operations |
|
Total Non-operating Expense, net |
|
Income from Continuing Operations |
||||||
GAAP |
$ |
84,878 |
|
$ |
46,480 |
|
$ |
39,444 |
|
$ |
7,036 |
|
$ |
(1,932) |
|
$ |
2,369 |
Stock-based compensation |
|
— |
|
|
260 |
|
|
(4,757) |
|
|
5,017 |
|
|
— |
|
|
5,017 |
Discrete tax items and tax effect of Non-GAAP adjustments |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
611 |
Total adjustments |
|
— |
|
|
260 |
|
|
(4,757) |
|
|
5,017 |
|
|
— |
|
|
5,628 |
Non-GAAP |
$ |
84,878 |
|
$ |
46,740 |
|
$ |
34,687 |
|
$ |
12,053 |
|
$ |
(1,932) |
|
$ |
7,997 |
As a % of revenue (GAAP) |
|
|
|
|
54.8% |
|
|
46.5% |
|
|
8.3% |
|
|
(2.3)% |
|
|
2.8% |
As a % of revenue (Non-GAAP) |
|
|
|
|
55.1% |
|
|
40.9% |
|
|
14.2% |
|
|
(2.3)% |
|
|
9.4% |
Diluted earnings per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
0.02 |
Non-GAAP |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
0.07 |
Shares used in per share calculation: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP and Non-GAAP |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
117,021 |
|
Three Months Ended June 27, 2025 |
||||||||||||||||
|
Revenue |
|
Gross Profit |
|
Total Operating Expense |
|
Income from Operations |
|
Total Non-operating Expense, net |
|
Income (Loss) from Continuing Operations |
||||||
GAAP |
$ |
86,918 |
|
$ |
39,786 |
|
$ |
40,540 |
|
$ |
(754) |
|
$ |
(2,282) |
|
$ |
(857) |
Stock-based compensation |
|
— |
|
|
358 |
|
|
(5,297) |
|
|
5,655 |
|
|
— |
|
|
5,655 |
Restructuring and related charges |
|
— |
|
|
— |
|
|
(428) |
|
|
428 |
|
|
— |
|
|
428 |
Asset impairment and related charges (1) |
|
— |
|
|
— |
|
|
(1,637) |
|
|
1,637 |
|
|
— |
|
|
1,637 |
Discrete tax items and tax effect of Non-GAAP adjustments |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(3,163) |
Total adjustments |
|
— |
|
|
358 |
|
|
(7,362) |
|
|
7,720 |
|
|
— |
|
|
4,557 |
Non-GAAP |
$ |
86,918 |
|
$ |
40,144 |
|
$ |
33,178 |
|
$ |
6,966 |
|
$ |
(2,282) |
|
$ |
3,700 |
As a % of revenue (GAAP) |
|
|
|
|
45.8% |
|
|
46.6% |
|
|
(0.9)% |
|
|
(2.6)% |
|
|
(1.0)% |
As a % of revenue (Non-GAAP) |
|
|
|
|
46.2% |
|
|
38.2% |
|
|
8.0% |
|
|
(2.6)% |
|
|
4.3% |
Diluted earnings (loss) per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(0.01) |
Non-GAAP |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
0.03 |
Shares used in per share calculation: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
113,392 |
Non-GAAP |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
113,493 |
(1) Includes impairment charges of $0.4 million for right-of-use assets, $0.3 million for leasehold improvements and $0.9 million related to the fair value of other unrecoverable facility costs.
Harmonic Inc.
Historical GAAP to Non-GAAP Reconciliations (Unaudited)
(in thousands, except percentages and per share data)
|
Three Months Ended September 26, 2025 |
||||||||||||||||
|
Revenue |
|
Gross Profit |
|
Total Operating Expense |
|
Income from Operations |
|
Total Non-operating Expense, net |
|
Income (Loss) from Continuing Operations |
||||||
GAAP |
$ |
90,492 |
|
$ |
42,299 |
|
$ |
38,269 |
|
$ |
4,030 |
|
$ |
(561) |
|
$ |
(515) |
Stock-based compensation |
|
— |
|
|
125 |
|
|
(5,032) |
|
|
5,157 |
|
|
— |
|
|
5,157 |
Restructuring and related charges |
|
— |
|
|
— |
|
|
(887) |
|
|
887 |
|
|
— |
|
|
887 |
Discrete tax items and tax effect of Non-GAAP adjustments |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
1,986 |
Total adjustments |
|
— |
|
|
125 |
|
|
(5,919) |
|
|
6,044 |
|
|
— |
|
|
8,030 |
Non-GAAP |
$ |
90,492 |
|
$ |
42,424 |
|
$ |
32,350 |
|
$ |
10,074 |
|
$ |
(561) |
|
$ |
7,515 |
As a % of revenue (GAAP) |
|
|
|
|
46.7% |
|
|
42.3% |
|
|
4.5% |
|
|
(0.6)% |
|
|
(0.6)% |
As a % of revenue (Non-GAAP) |
|
|
|
|
46.9% |
|
|
35.7% |
|
|
11.1% |
|
|
(0.6)% |
|
|
8.3% |
Diluted earnings (loss) per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(0.00) |
Non-GAAP |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
0.07 |
Shares used in per share calculation: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
112,982 |
Non-GAAP |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
113,323 |
|
Three Months Ended December 31, 2025 |
||||||||||||||||
|
Revenue |
|
Gross Profit |
|
Total Operating Expense |
|
Income from Operations |
|
Total Non-operating Expense, net |
|
Income from Continuing Operations |
||||||
GAAP |
$ |
98,235 |
|
$ |
46,180 |
|
$ |
42,412 |
|
$ |
3,768 |
|
$ |
(444) |
|
$ |
219 |
Stock-based compensation |
|
— |
|
|
218 |
|
|
(5,594) |
|
|
5,812 |
|
|
— |
|
|
5,812 |
Discrete tax items and tax effect of Non-GAAP adjustments |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
1,186 |
Total adjustments |
|
— |
|
|
218 |
|
|
(5,594) |
|
|
5,812 |
|
|
— |
|
|
6,998 |
Non-GAAP |
$ |
98,235 |
|
$ |
46,398 |
|
$ |
36,818 |
|
$ |
9,580 |
|
$ |
(444) |
|
$ |
7,217 |
As a % of revenue (GAAP) |
|
|
|
|
47.0% |
|
|
43.2% |
|
|
3.8% |
|
|
(0.5)% |
|
|
0.2% |
As a % of revenue (Non-GAAP) |
|
|
|
|
47.2% |
|
|
37.5% |
|
|
9.8% |
|
|
(0.5)% |
|
|
7.3% |
Diluted earnings per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
0.00 |
Non-GAAP |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
0.06 |
Shares used in per share calculation: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP and Non-GAAP |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
112,995 |
Harmonic Inc.
Historical GAAP to Non-GAAP Reconciliations (Unaudited)
(in thousands, except percentages and per share data)
|
Three Months Ended |
|||||||
|
March 28, 2025 |
|||||||
|
Continuing Operations |
|
Discontinued Operations |
|
Total Company |
|||
Net income - GAAP |
$ |
2,369 |
|
$ |
3,571 |
|
$ |
5,940 |
Stock-based compensation |
|
5,017 |
|
|
3,448 |
|
|
8,465 |
Discrete tax items and tax effect of Non-GAAP adjustments |
|
611 |
|
|
(1,629) |
|
|
(1,018) |
Total adjustments |
|
5,628 |
|
|
1,819 |
|
|
7,447 |
Net income - Non-GAAP |
$ |
7,997 |
|
$ |
5,390 |
|
$ |
13,387 |
As a % of revenue (GAAP) |
|
2.8% |
|
|
7.4% |
|
|
4.5% |
As a % of revenue (Non-GAAP) |
|
9.4% |
|
|
11.2% |
|
|
10.1% |
|
|
|
|
|
|
|
|
|
Diluted earnings per share: |
|
|
|
|
|
|
|
|
GAAP |
$ |
0.02 |
|
$ |
0.03 |
|
$ |
0.05 |
Non-GAAP |
$ |
0.07 |
|
$ |
0.04 |
|
$ |
0.11 |
|
|
|
|
|
|
|
|
|
Shares used in per share calculation: |
|
|
|
|
|
|
|
|
GAAP and Non-GAAP |
|
117,021 |
|
|
117,021 |
|
|
117,021 |
|
Three Months Ended |
|||||||
|
June 27, 2025 |
|||||||
|
Continuing Operations |
|
Discontinued Operations |
|
Total Company |
|||
Net income (loss) - GAAP |
$ |
(857) |
|
$ |
3,728 |
|
$ |
2,871 |
Stock-based compensation |
|
5,655 |
|
|
2,042 |
|
|
7,697 |
Restructuring and related charges |
|
428 |
|
|
222 |
|
|
650 |
Non-recurring advisory fees |
|
— |
|
|
78 |
|
|
78 |
Asset impairment and related charges |
|
1,637 |
|
|
— |
|
|
1,637 |
Discrete tax items and tax effect of Non-GAAP adjustments |
|
(3,163) |
|
|
530 |
|
|
(2,633) |
Total adjustments |
|
4,557 |
|
|
2,872 |
|
|
7,429 |
Net income - Non-GAAP |
$ |
3,700 |
|
$ |
6,600 |
|
$ |
10,300 |
As a % of revenue (GAAP) |
|
(1.0)% |
|
|
7.3% |
|
|
2.1% |
As a % of revenue (Non-GAAP) |
|
4.3% |
|
|
12.9% |
|
|
7.5% |
|
|
|
|
|
|
|
|
|
Diluted earnings (loss) per share: |
|
|
|
|
|
|
|
|
GAAP |
$ |
(0.01) |
|
$ |
0.04 |
|
$ |
0.03 |
Non-GAAP |
$ |
0.03 |
|
$ |
0.06 |
|
$ |
0.09 |
|
|
|
|
|
|
|
|
|
Shares used in per share calculation: |
|
|
|
|
|
|
|
|
GAAP |
|
113,392 |
|
|
113,392 |
|
|
113,392 |
Non-GAAP |
|
113,493 |
|
|
113,493 |
|
|
113,493 |
Harmonic Inc.
Historical GAAP to Non-GAAP Reconciliations (Unaudited)
(in thousands, except percentages and per share data)
|
Three Months Ended |
|||||||
|
September 26, 2025 |
|||||||
|
Continuing Operations |
|
Discontinued Operations |
|
Total Company |
|||
Net income (loss) - GAAP |
$ |
(515) |
|
$ |
3,209 |
|
$ |
2,694 |
Stock-based compensation |
|
5,157 |
|
|
2,167 |
|
|
7,324 |
Restructuring and related charges |
|
887 |
|
|
200 |
|
|
1,087 |
Non-recurring advisory fees |
|
— |
|
|
749 |
|
|
749 |
Discrete tax items and tax effect of Non-GAAP adjustments |
|
1,986 |
|
|
307 |
|
|
2,293 |
Total adjustments |
|
8,030 |
|
|
3,423 |
|
|
11,453 |
Net income - Non-GAAP |
$ |
7,515 |
|
$ |
6,632 |
|
$ |
14,147 |
As a % of revenue (GAAP) |
|
(0.6)% |
|
|
6.2% |
|
|
2.0% |
As a % of revenue (Non-GAAP) |
|
8.3% |
|
|
12.8% |
|
|
9.9% |
|
|
|
|
|
|
|
|
|
Diluted earnings (loss) per share: |
|
|
|
|
|
|
|
|
GAAP |
$ |
(0.00) |
|
$ |
0.02 |
|
$ |
0.02 |
Non-GAAP |
$ |
0.07 |
|
$ |
0.05 |
|
$ |
0.12 |
|
|
|
|
|
|
|
|
|
Shares used in per share calculation: |
|
|
|
|
|
|
|
|
GAAP |
|
112,982 |
|
|
112,982 |
|
|
112,982 |
Non-GAAP |
|
113,323 |
|
|
113,323 |
|
|
113,323 |
|
Three Months Ended |
|||||||
|
December 31, 2025 |
|||||||
|
Continuing Operations |
|
Discontinued Operations |
|
Total Company |
|||
Net income (loss) - GAAP |
$ |
219 |
|
$ |
(55,034) |
|
$ |
(54,815) |
Stock-based compensation |
|
5,812 |
|
|
2,582 |
|
|
8,394 |
Impairment of goodwill |
|
— |
|
|
57,521 |
|
|
57,521 |
Non-recurring advisory fees |
|
— |
|
|
2,488 |
|
|
2,488 |
Discrete tax items and tax effect of Non-GAAP adjustments |
|
1,186 |
|
|
1,272 |
|
|
2,458 |
Total adjustments |
|
6,998 |
|
|
63,863 |
|
|
70,861 |
Net income - Non-GAAP |
$ |
7,217 |
|
$ |
8,829 |
|
$ |
16,046 |
As a % of revenue (GAAP) |
|
0.2% |
|
|
(93.2)% |
|
|
(34.8)% |
As a % of revenue (Non-GAAP) |
|
7.3% |
|
|
14.9% |
|
|
10.2% |
|
|
|
|
|
|
|
|
|
Diluted earnings (loss) per share: |
|
|
|
|
|
|
|
|
GAAP |
$ |
0.00 |
|
$ |
(0.49) |
|
$ |
(0.49) |
Non-GAAP |
$ |
0.06 |
|
$ |
0.08 |
|
$ |
0.14 |
|
|
|
|
|
|
|
|
|
Shares used in per share calculation: |
|
|
|
|
|
|
|
|
GAAP and Non-GAAP |
|
112,995 |
|
|
112,995 |
|
|
112,995 |
Notes to Historical GAAP to Non-GAAP Reconciliations
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, provide 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: Gross profit, operating expenses, income (loss) from operations, non-operating expenses and net income (loss), 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 to the most directly comparable historical GAAP financial measures is included with the financial statements provided with this exhibit. 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:
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.
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, 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.
Non-recurring advisory fees - There were non-recurring costs that we excluded from Non-GAAP results relating to professional accounting, tax and legal fees associated with strategic corporate initiatives.
Asset impairment and related charges - We exclude impairment and related charges due to the nature of such expenses being unusual and arising outside the ordinary course of continuing operations. These costs primarily consist of impairments of goodwill, fixed assets, right-of-use assets and related leasehold improvements, and other unrecoverable facility costs due to the intended change in use of certain leased space.
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. It also includes a non-cash adjustment related to the method change for capitalization of research and development expenses under Section 174 of the Internal Revenue Code, which reduced our foreign-derived intangible income (FDII) tax benefits. This non-recurring adjustment has been excluded from the Company’s non-GAAP tax rate and non-GAAP financial measures, as management believes exclusion of this item provides more meaningful period-to-period comparisons of ongoing operating performance.
Legal Notice Regarding Forward-Looking Statements
This report contains statements that the Company believes to be “forward-looking statements” within the meaning of U.S. federal securities laws that involve substantial risks and uncertainties, including statements regarding the proposed acquisition of the Video Business and the timings of such transaction. All statements other than statements of historical fact included in this report are forward-looking statements. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “will,” “should,” “can have,” “likely” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, assumptions and other factors, some of which are beyond the Company’s control, which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These factors include the possibility that the parties will fail to obtain necessary regulatory approvals or to satisfy any of the other closing conditions to the proposed transaction; failure to realize the expected benefits of the transaction, including expected tax benefits, or expected synergies; difficulties in predicting results of operations of an acquired business; and other risks, uncertainties, assumptions and other factors impacting future results of the Company. Additional information concerning these and other factors is contained in the Company’s filings with the Securities and Exchange Commission, which include its Annual Reports on Form 10-K for the year ended December 31, 2025. All forward-looking statements speak only as of the date of this report. The Company assumes no obligation, and disclaims any obligation, to update information contained in this report. Investors should be aware that the Company may not update such information until the Company’s next quarterly earnings conference call, if at all.
CONTACTS:
Walter Jankovic |
David Hanover |
Chief Financial Officer |
Investor Relations |
Harmonic Inc. |
Harmonic Inc. |
+1.408.490.6152 |
+1.212.896.1220 |