0000851310-16-000089.txt : 20160511 0000851310-16-000089.hdr.sgml : 20160511 20160511160301 ACCESSION NUMBER: 0000851310-16-000089 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 107 CONFORMED PERIOD OF REPORT: 20160401 FILED AS OF DATE: 20160511 DATE AS OF CHANGE: 20160511 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HARMONIC INC CENTRAL INDEX KEY: 0000851310 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 770201147 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-25826 FILM NUMBER: 161639894 BUSINESS ADDRESS: STREET 1: 4300 NORTH FIRST STREET CITY: SAN JOSE STATE: CA ZIP: 95134 BUSINESS PHONE: 4084906242 MAIL ADDRESS: STREET 1: 4300 NORTH FIRST STREET CITY: SAN JOSE STATE: CA ZIP: 95134 FORMER COMPANY: FORMER CONFORMED NAME: HARMONIC LIGHTWAVES INC DATE OF NAME CHANGE: 19950404 10-Q 1 hlit-20160401x10q.htm 10-Q SEC Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________________________
Form 10-Q
_____________________________________________________
(Mark One)
ý
Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Quarterly Period Ended April 1, 2016
 
¨
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Commission File No. 000-25826
_____________________________________________________
HARMONIC INC.
(Exact name of registrant as specified in its charter)
_____________________________________________________
Delaware
77-0201147
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification Number)
4300 North First Street
San Jose, CA 95134
(408) 542-2500
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
____________________________________________
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ý    No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ý    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer
¨
Accelerated filer
ý
 
 
 
 
Non-accelerated filer
¨  (Do not check if a smaller reporting company)
Smaller reporting company
¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  ý
The number of shares of the registrant’s Common Stock, $.001 par value, outstanding on May 2, 2016 was 77,323,115.



TABLE OF CONTENTS
 

2


PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
HARMONIC INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited, in thousands, except per share data)
 
April 1, 2016
 
December 31, 2015
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
56,995

 
$
126,190

Short-term investments
19,238

 
26,604

Accounts receivable, net
95,477

 
69,515

Inventories
42,415

 
38,819

Prepaid expenses and other current assets
42,318

 
25,003

Total current assets
256,443

 
286,131

Property and equipment, net
36,781

 
27,012

Goodwill
237,899

 
197,781

Intangibles, net
46,042

 
4,097

Other long-term assets
33,528

 
9,936

Total assets
$
610,693

 
$
524,957

LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
Current liabilities:
 
 
 
Other debts and capital lease obligations, current
$
8,843

 
$

Accounts payable
31,774

 
19,364

Income taxes payable
314

 
307

Deferred revenue
59,747

 
33,856

Accrued liabilities
61,192

 
31,354

Total current liabilities
161,870

 
84,881

Convertible notes, long-term
99,482

 
98,295

Other debts and capital lease obligations, long-term
16,464

 

Income taxes payable, long-term
3,933

 
3,886

Deferred tax liabilities, long-term
1,247

 

Other non-current liabilities
16,424

 
9,727

Total liabilities
299,420

 
196,789

Commitments and contingencies (Note 16)

 

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; 77,311 and 76,015 shares issued and outstanding at April 1, 2016 and December 31, 2015, respectively
77

 
76

Additional paid-in capital
2,240,830

 
2,236,418

Accumulated deficit
(1,929,088
)
 
(1,903,908
)
Accumulated other comprehensive loss
(546
)
 
(4,418
)
Total stockholders’ equity
311,273

 
328,168

Total liabilities and stockholders’ equity
$
610,693

 
$
524,957

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

3



HARMONIC INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, in thousands, except per share data)
 
Three months ended
 
April 1, 2016
 
April 3, 2015
Revenue:
 
 
 
Product
$
57,644

 
$
80,473

Services
24,188

 
23,543

Total net revenue
81,832

 
104,016

Cost of revenue:
 
 
 
Product
27,189

 
35,460

Services
13,989

 
13,528

Total cost of revenue
41,178

 
48,988

Total gross profit
40,654

 
55,028

Operating expenses:
 
 
 
Research and development
23,563

 
22,329

Selling, general and administrative
32,870

 
31,196

Amortization of intangibles
2,365

 
1,446

Restructuring and related charges
2,612

 
44

Total operating expenses
61,410

 
55,015

(Loss) profit from operations
(20,756
)
 
13

Interest (expense) income, net
(2,421
)
 
55

Other expense, net
(9
)
 
(506
)
Loss on impairment of long-term investment
(1,476
)
 
(2,505
)
Loss before income taxes
(24,662
)
 
(2,943
)
Provision for (benefit from) income taxes
518

 
(286
)
Net loss
$
(25,180
)
 
$
(2,657
)
 
 
 
 
Net loss per share:
 
 
 
Basic and diluted
$
(0.33
)
 
$
(0.03
)
Shares used in per share calculation:
 
 
 
Basic and diluted
76,996

 
88,655

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

4


HARMONIC INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(Unaudited, in thousands)
 
Three months ended
 
April 1, 2016
 
April 3, 2015
Net loss
$
(25,180
)
 
$
(2,657
)
Other comprehensive income (loss) before tax:
 
 
 
Change in unrealized gains (losses) on cash flow hedges:
 
 
 
Unrealized gains (losses) arising during the period
323

 
(184
)
Losses (gains) reclassified into earnings
78

 
(49
)
 
401

 
(233
)
Change in unrealized gains on available-for-sale securities:
 
 
 
Unrealized gains arising during the period
79

 
485

Loss reclassified into earnings
1,476

 

 
1,555

 
485

Change in foreign currency translation adjustments
1,934

 
(984
)
Other comprehensive income (loss) before tax
3,890

 
(732
)
Less: Provision for income taxes
18

 
4

Other comprehensive income (loss), net of tax
3,872

 
(736
)
Total comprehensive losses
$
(21,308
)
 
$
(3,393
)
The accompanying notes are an integral part of these condensed consolidated financial statements.

5


HARMONIC INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in thousands)
 
Three months ended
 
April 1, 2016
 
April 3, 2015
Cash flows from operating activities:
 
 
 
Net loss
$
(25,180
)
 
$
(2,657
)
Adjustments to reconcile net loss to net cash provided by operating activities:
 
 
 
Amortization of intangibles
2,783

 
1,907

Depreciation
3,317

 
3,493

Stock-based compensation
3,094

 
4,134

Amortization of discount on convertible debt
1,187

 

Restructuring, asset impairment and loss on retirement of fixed assets
1,675

 
3

Loss on impairment of long-term investment
1,476

 
2,505

Provision for excess and obsolete inventories
418

 
454

Allowance for doubtful accounts, returns and discounts
739

 
(367
)
Excess tax benefits from stock-based compensation

 
(120
)
Changes in operating assets and liabilities, net of effects of acquisition:
 
 
 
Accounts receivable
(10,894
)
 
(1,353
)
Inventories
(51
)
 
775

Prepaid expenses and other assets
(6,078
)
 
(13,062
)
Accounts payable
(3,890
)
 
3,380

Deferred revenue
24,963

 
10,105

Income taxes payable
(13
)
 
(501
)
Accrued and other liabilities
1,046

 
(6,819
)
Net cash (used in) provided by operating activities
(5,408
)
 
1,877

Cash flows from investing activities:
 
 
 
Acquisition of business, net of cash acquired
(69,532
)
 

Proceeds from maturities of investments
7,394

 
9,648

Purchases of property and equipment
(2,664
)
 
(3,651
)
Purchases of long-term investments

 
(85
)
Net cash (used in) provided by investing activities
(64,802
)
 
5,912

Cash flows from financing activities:
 
 
 
Payment of convertible debt issuance costs
(582
)
 

Increase in other debts and capital leases
262

 

Repayment of other debts and capital leases
(114
)
 

Payments for repurchase of common stock

 
(5,182
)
Proceeds from common stock issued to employees
2,074

 
6,110

Payment of tax withholding obligations related to net share settlements of restricted stock units
(955
)
 
(2,078
)
Excess tax benefits from stock-based compensation

 
120

Net cash provided by (used in) financing activities
685

 
(1,030
)
Effect of exchange rate changes on cash and cash equivalents
330

 
(135
)
Net (decrease) increase in cash and cash equivalents
(69,195
)
 
6,624

Cash and cash equivalents at beginning of period
126,190

 
73,032

Cash and cash equivalents at end of period
$
56,995

 
$
79,656

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

6


HARMONIC INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1: BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements, in the opinion of management, include all adjustments (consisting only of normal recurring adjustments) which Harmonic Inc. (“Harmonic,” or the “Company”) considers necessary for a fair statement of the results of operations for the interim periods covered and the consolidated financial condition of the Company at the date of the balance sheets. This Quarterly Report on Form 10-Q should be read in conjunction with the Company’s audited consolidated financial statements contained in the Company’s Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission on March 24, 2016 (the “2015 Form 10-K”). The interim results presented herein are not necessarily indicative of the results of operations that may be expected for the full fiscal year ending December 31, 2016, or any other future period. The Company’s fiscal quarters are based on 13-week periods, except for the fourth quarter, which ends on December 31.
The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. The year-end condensed balance sheet was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America (“U.S. GAAP”).
Use of Estimates
The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Business Combination
The Company applies the acquisition method of accounting for business combinations to its acquisition of Thomson Video Networks (“TVN”), which closed on February 29, 2016. (See Note 3, “Business Acquisition” for additional information on TVN acquisition). Under this method of accounting, all assets acquired and liabilities assumed are recorded at their respective fair values at the date of the completion of the transaction. Determining the fair value of assets acquired and liabilities assumed requires management’s judgment and often involves the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows, discount rates, intangibles and other asset lives, among other items. Fair value is defined as the price that would be received in a sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). Market participants are assumed to be buyers and sellers in the principal (most advantageous) market for the asset or liability. Additionally, fair value measurements for an asset assume the highest and best use of that asset by market participants. As a result, the Company may have been required to value the acquired assets at fair value measurements that do not reflect its intended use of those assets. Use of different estimates and judgments could yield different results. Any excess of the purchase price over the fair value of the net assets acquired is recognized as goodwill.
The accounting for the TVN acquisition is based on currently available information and is considered preliminary. Although the Company believes that the assumptions and estimates it has made are reasonable and appropriate, they are based in part on historical experience and information that may be obtained from the management of the acquired company and are inherently uncertain. Unanticipated events and circumstances may occur that may affect the accuracy or validity of such assumptions, estimates, or actual results. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded in the Company's Condensed Consolidated Statements of Operations.

Significant Accounting Policies

The Company’s significant accounting policies are described in Note 2 to its audited Consolidated Financial Statements included in the 2015 Form 10-K. There have been no significant changes to these policies during the three months ended April 1, 2016.


7


NOTE 2: RECENT ACCOUNTING PRONOUNCEMENTS
New standards to be implemented
In May 2014, the Financial Accounting Standards Board (“FASB”) issued new authoritative guidance for revenue recognition, requiring an entity to recognize the amount of revenue that reflects the consideration to which it expects to be entitled for the transfer of promised goods or services to customers. The updated standard will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective and permits the use of either the retrospective or cumulative effect transition method. The original effective date for this new standard would have required the Company to adopt it beginning in its first quarter of fiscal 2017. In August 2015, the FASB issued an accounting standard update for the deferral of the effective date by one year to December 15, 2017 for interim and annual reporting periods beginning after that date and permits early adoption, but not before the original effective date of December 15, 2016. Accordingly, the Company may adopt the standard in either its first quarter of fiscal 2017 or fiscal 2018. The new revenue standard may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. The Company is currently evaluating the timing of its adoption and the impact of this new revenue standard on its consolidated financial statements. In March 2016, the FASB issued additional authoritative guidance clarifying its implementation guidance on principal versus agent considerations when determining whether to report revenue gross versus net. The Company is in the process of assessing the impact this additional guidance is expected to have upon adoption, including determining the adoption method.
In July 2015, the FASB issued an accounting standard update that requires inventory to be measured at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. This accounting standard update will be effective for the Company beginning in the first quarter of fiscal 2017 and early adoption is permitted. The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements.
In January 2016, the FASB issued an accounting standard update which requires equity investments to be measured at fair value with changes in fair value recognized in net income and simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment. The accounting standard update also updates certain presentation and disclosure requirements. This accounting standard update will be effective for the Company beginning in the first quarter of fiscal 2018 and early adoption is permitted. The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements.
In February 2016, the FASB amended the existing accounting standard for lease accounting. Under this guidance, lessees and lessors should apply a “right-of-use” model in accounting for all leases (including subleases) and eliminate the concept of operating leases and off-balance sheet leases. This new accounting standard requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief. The new standard will be effective for the Company beginning in the first quarter of fiscal 2019 and early adoption is permitted. The Company is currently evaluating the methods and impact of adopting this new accounting standard on its consolidated financial statements.
In March 2016, the FASB issued an accounting standard update to clarify the requirements for assessing whether contingent call (put) options that can accelerate the payment of principal on debt instruments are clearly and closely related to their debt hosts. An entity performing the assessment under the amendments is required to assess the embedded call (put) options solely in accordance with the four-step decision sequence. The standard will be effective for the Company beginning in the first quarter of fiscal 2017 and early adoption is permitted. The adoption of this accounting standard update is not expected to have any impact on the financial statements of the Company.

In March 2016, the FASB issued an accounting standard update for the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. This accounting standard update will be effective for the Company beginning in the first quarter of fiscal 2017 and early adoption is permitted. The Company is currently evaluating the methods and impact of adopting the new accounting standard on its consolidated financial statements.

Standards Implemented

In April 2015, the FASB issued an accounting standard update that requires debt issuance costs to be presented as a direct deduction from the carrying amount of the related debt liability, consistent with the presentation of debt discounts. Prior to this accounting update, debt issuance costs were required to be presented as deferred charge assets, separate from the related debt liability. This accounting standard update does not change the recognition and measurement requirements for debt issuance costs. The Company early-adopted this accounting standard update as of the end of its fiscal 2015 in connection with the issuance of convertible senior notes in December 2015 (see Note 11, “Convertible Notes, Other Debts and Capital Leases”),

8


resulting in the classification of $3.2 million of unamortized debt issuance costs as a deduction from long-term liability on its Consolidated Balance Sheet at December 31, 2015. Other than this transaction, the adoption of this accounting standard update did not have an impact on the Company’s consolidated financial statements.
In November 2015, the FASB issued an accounting standard update that all deferred tax assets and liabilities, along with any related valuation allowance, be classified as non-current on the balance sheet. The Company prospectively early-adopted this accounting standard update as of the end of its fiscal 2015, resulting in $15.9 million of net deferred tax assets, along with its related valuation allowance, being classified as non-current on its Consolidated Balance Sheet at December 31, 2015. Other than this reclassification, the adoption of this accounting standard update did not have an impact on the Company’s consolidated financial statements.

NOTE 3: BUSINESS ACQUISITION
On February 29, 2016, the Company, through its wholly-owned subsidiary Harmonic International AG, completed its acquisition of 100% of the share capital and voting rights of TVN, a global leader in advanced video compression solutions headquartered in Rennes, France, for approximately $84.6 million in cash. The purchase price consideration is provisional as it is still pending post-closing adjustments as set forth in the Securities Purchase Agreement entered into between the Company and the other parties thereto, dated February 11, 2016, (“TVN Purchase Agreement”). The $84.6 million provisional purchase price included an estimate for the contingent consideration of approximately $8.0 million, which has not been paid to date. Pursuant to the TVN Purchase Agreement, $13.5 million of the purchase consideration may remain in escrow for a period of up to 18 months and relates to certain indemnification obligations of TVN’s former equity holders. The TVN acquisition was primarily funded with cash proceeds from the issuance of convertible senior notes by the Company in December 2015. (See Note 11, “Convertible Notes, Other Debts and Capital Leases” for additional information on the notes).

The acquisition of TVN is intended to strengthen the Company’s competitive position in the video infrastructure market as well as to enhance the depth and scale of the Company’s research and development (“R&D”) and service and support capabilities in the video arena. The Company believes that the combined product portfolios, R&D teams and global sales and service personnel will allow the Company to accelerate innovation for its customers while leveraging greater scale to drive operational efficiencies.

The TVN acquisition has been accounted for using the acquisition method of accounting in accordance with ASC 805, Business Combinations, which requires, among other things, that the assets acquired and liabilities assumed be recognized at their acquisition date fair values, with any excess of the consideration transferred over the estimated fair values of the identifiable net assets acquired recorded as goodwill. The accounting for this business combination is based on currently available information and is considered preliminary.

The provisional purchase price has been allocated on a preliminary basis to tangible and intangible assets acquired and liabilities assumed on the basis of their respective estimated fair values on the acquisition date. The Company will continue to evaluate certain assets, liabilities and tax estimates that are subject to change within the measurement period (up to one year from the acquisition date).

The Company’s preliminary allocation of the estimated purchase consideration is as follows (in thousands):

9


Assets:
 
  Cash and cash equivalents
$
7,063

  Accounts receivable, net
14,581

  Inventories
3,462

  Prepaid expenses and other current assets
5,628

  Property and equipment, net
9,988

  French R&D tax credit receivables (1)
26,400

  Other long-term assets
1,762

Total assets
$
68,884

Liabilities:
 
  Other debts and capital leases, current
7,859

  Accounts payable
14,906

  Deferred revenue
2,504

  Accrued liabilities
17,635

  Other debts and capital leases, long-term
16,589

  Income taxes payable, long-term
50

  Other long-term liabilities
6,415

  Deferred tax liabilities
1,216

Total liabilities
$
67,174

 
 
Goodwill
39,206

Intangibles
43,670

Total purchase consideration
$
84,586

(1) See Note 8, “Balance Sheet Components-Prepaid expenses and other current assets” for more information on French R&D tax credit receivables”.

The following table presents details of the intangible assets acquired through this business combination (in thousands, except years):

 
Estimated Useful Life (in years)
 
Fair Value
Backlog
6 months
 
$
3,600

Developed technology
4 years
 
20,000

Customer relationships
5 years
 
18,500

In-process research and development
N/A
 
980

Trade name
4 years
 
590

 
 
 
$
43,670


Acquired identifiable intangible assets were valued using the income method and are amortized on a straight line basis over their respective estimated useful lives. Goodwill of $39.2 million arising from the acquisition was derived from expected benefits from the business synergies to be derived from the combined entities and the experienced workforce who joined the Company in connection with the acquisition. The goodwill will be assigned to the Company’s video reporting unit and it is not expected to be deductible for income tax purposes.

The amortization for the developed technology is recorded in “Cost of revenues” for product and the amortization for the remaining intangibles is recorded in “Amortization of intangibles”, which are part of operating expenses, on the Condensed Consolidated Statement of Operations. The intangibles assets acquired will be assigned to the Company’s video reporting unit and are not expected to be deductible for income tax purposes.


10


The Company also has an indefinite lived asset of $980,000 which represents the fair value of in-process research and development activities. Once the related research and development efforts are completed, the Company will determine whether the asset will continue to be an indefinite lived asset or it has become a finite lived asset and apply the appropriate accounting accordingly. The in-process R&D efforts are estimated to be completed within three to six months of the acquisition date.

The results of operations of TVN are included in the Company’s Condensed Consolidated Statements of Operations beginning February 29, 2016. For the three months ended April 1, 2016, $2.9 million of revenue and $5.5 million of net loss from TVN is included in the Company’s Condensed Consolidated Statement of Operations. For the three months ended April 1, 2016, the Company incurred $3.1 million of acquisition-and integration-related expenses. These costs, which the Company expensed as incurred, consisted primarily of professional fees payable to financial and legal advisors.

Acquisition-and integration-related expenses for the TVN acquisition is summarized in the table below (in thousands):

 
Three months ended
 
April 1,
2016
Product cost of revenue
$
58

Research and development
50

Selling, general and administrative
2,988

  Total acquisition and integration-related expenses in operating expenses
3,038

     Total acquisition and integration-related expenses
$
3,096


Pro Forma Financial Information

The following unaudited pro forma summary presents consolidated information of the Company as if the acquisition of TVN had occurred on January 1, 2015, the beginning of the comparable prior annual period. The pro forma adjustments primarily relate to acquisition- and integration-related costs, amortization of acquired intangibles and interest expense related to financing arrangements. The unaudited pro forma combined results are provided for illustrative purpose only and are not indicative of the Company’s actual consolidation results.

 
Three months ended
 
April 1,
2016
 
April 3,
2015
 
(in millions, except per share amounts)
Net revenue
$
90.6

 
$
114.8

Net loss
(24.9
)
 
(19.6
)
Net loss per share-basic and diluted
$
(0.32
)
 
$
(0.22
)


NOTE 4: SHORT-TERM INVESTMENTS
The following table summarizes the Company’s short-term investments (in thousands):

11


 
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Estimated
Fair Value
As of April 1, 2016
 
 
 
 
 
 
 
Corporate bonds
18,141

 
6

 
(9
)
 
18,138

Commercial paper
1,100

 

 

 
1,100

Total short-term investments
$
19,241

 
$
6

 
$
(9
)
 
$
19,238

As of December 31, 2015
 
 
 
 
 
 
 
Corporate bonds
25,557

 

 
(52
)
 
25,505

Commercial paper
1,099

 

 

 
1,099

Total short-term investments
$
26,656

 
$

 
$
(52
)
 
$
26,604

The following table summarizes the maturities of the Company’s short-term investments (in thousands):
 
April 1, 2016
 
December 31, 2015
Less than one year
$
15,429

 
$
19,642

Due in 1 - 2 years
3,809

 
6,962

   Total short-term investments
$
19,238

 
$
26,604

These available-for-sale investments are presented as “Current Assets” in the Condensed Consolidated Balance Sheets as they are available for current operations. Realized gains and losses from the sale of investments for each of the three months ended April 1, 2016 and April 3, 2015 were not material.
As of April 1, 2016 and December 31, 2015, $5.5 million and $5.4 million, respectively, of investments in equity securities of other privately and publicly held companies were considered as long-term investments and were included in “Other assets” in the Condensed Consolidated Balance Sheet. (See Note 5, “Investments in Other Equity Securities” for additional information).

Impairment of Short-term Investments

The Company monitors its investment portfolio for impairment on a periodic basis. In the event that the carrying value of an investment exceeds its fair value and the decline in value is determined to be other-than-temporary, an impairment charge is recorded and a new cost basis for the investment is established. A decline of fair value below amortized costs of debt securities is considered other-than-temporary if the Company has the intent to sell the security or it is more likely than not that the Company will be required to sell the security before recovery of the entire amortized cost basis. At the present time, the Company does not intend to sell its investments that have unrealized losses in accumulated other comprehensive loss. In addition, the Company does not believe that it is more likely than not that it will be required to sell its investments that have unrealized losses in accumulated other comprehensive loss before the Company recovers the principal amounts invested. The Company believes that the unrealized losses are temporary and do not require an other-than-temporary impairment, based on its evaluation of available evidence as of April 1, 2016.
As of April 1, 2016, there were no individual available-for-sale securities in a material unrealized loss position and the amount of unrealized losses on the total investment balance was insignificant.

NOTE 5: INVESTMENTS IN OTHER EQUITY SECURITIES
From time to time, the Company may acquire certain equity investments for the promotion of business objectives and these investments are classified as long-term investments and included in “Other assets” in the Condensed Consolidated Balance Sheet.

On September 2, 2014, the Company acquired a 3.3% interest in Vislink plc (“Vislink”), a U.K. public company listed on the AIM exchange in London, for $3.3 million. The investment in Vislink is being accounted for as a cost method investment as the Company does not have significant influence over the operational and financial policies of Vislink. Since the Vislink investment is also an available-for-sale security, its value is marked to market for the difference in fair value at period end. The carrying value of Vislink was $1.9 million and $1.8 million as of April 1, 2016 and December 31, 2015, respectively, and Vislink’s accumulated unrealized loss, net of taxes was $1.5 million at December 31, 2015.


12


The Company assessed this available-for-sale investment that was in a gross unrealized loss position on an individual basis to determine if the decline in fair value was other than temporary. The assessment as to the nature of a decline in fair value is based on, among other things, the length of time and the extent to which the market value has been less than the Company’s cost basis; the financial condition and near-term prospects of the investment; and the Company’s intent and ability to retain the investment for a period of time sufficient to allow for any anticipated recovery in market value. As a result of these assessments, it was determined that the decline in fair value of Vislink investment at December 31, 2015 was not other than temporary primarily due to the relatively short duration in which the fair value of the Vislink investment was less than the Company’s cost basis, and, as a result, the Company did not record any impairment charges as of December 31, 2015. Vislink’s $1.5 million accumulated unrealized loss, net of taxes, at December 31, 2015 was included in the Condensed Consolidated Balance Sheets as a component of “Accumulated other comprehensive income (loss)”.

By May 2016, Vislink’s stock price had continued to be below the Company’s cost basis for approximately seven months. The prolonged decline in Vislink’s stock price led the Company to conclude the impairment was other than temporary. Furthermore,  the Company’s assessment of Vislink's near-term prospects based on Vislink’s recent financial performance suggest that Vislink's stock price may not recover to the Company’s original cost basis in 2016. As a result, the Company recorded an impairment charge in the first quarter of 2016 of $1.5 million reflecting the new reduced cost basis of the Vislink investment at April 1, 2016. The Company’s remaining maximum exposure to loss from the Vislink investment at April 1, 2016 was limited to its reduced investment cost of $1.9 million.
 
Unconsolidated Variable Interest Entities

VJU
On September 26, 2014, the Company acquired a 19.8% interest in VJU iTV Development GmbH (“VJU”), a software company based in Austria, for $2.5 million. Since VJU’s equity is deemed not sufficient to permit it to finance its activities without additional support from its shareholders, VJU is considered a variable interest entity (“VIE”). The Company determined that it is not the primary beneficiary of VJU because its financial interest in VJU’s equity and its research and development agreement with VJU do not empower the Company to direct VJU’s activities that will most significantly impact VJU’s economic performance. VJU is accounted for as a cost method investment as the Company does not have significant influence over the operational and financial policies of VJU.

The Company attended a VJU board meeting on March 5, 2015 as an observer. At that meeting, the Company was made aware of significant decreases in VJU’s business prospects, VJU’s existing working capital and prospects for additional funding, compared to the prior information the Company had received from VJU. Based on the Company’s assessment, the Company determined that its investment in VJU was impaired on an other-than-temporary basis. Factors considered included the severity of the impairment and recent events specific to VJU. Based on the Company’s assessment of VJU’s expected cash flows, the entire investment is expected to be non-recoverable. As a result, the Company recorded an impairment charge of $2.5 million in the first quarter of 2015. The Company’s impairment loss in VJU is limited to its initial cost of investment of $2.5 million as well as the $0.1 million research and development cost expensed in September 2014.
At VJU’s shareholders meeting held on October 15, 2015, additional contributions by existing shareholders were approved. The Company did not provide additional contributions to VJU, and as a result, the Company’s equity interest in VJU decreased from to 19.8% to 9.9%.
EDC
On October 22, 2014, the Company acquired an 18.4% interest in Encoding.com, Inc. (“EDC”), a video transcoding service company headquartered in San Francisco, California, for $3.5 million by purchasing EDC’s Series B preferred stock. Since EDC’s equity is deemed not sufficient to permit it to finance its activities without additional support from its shareholders, EDC is considered a VIE. The Company determined that it is not the primary beneficiary of EDC because its financial interest in EDC’s equity does not empower the Company to direct EDC’s activities that will most significantly impact EDC’s economic performance. In addition, the Company determined that its investment in EDC’s Series B preferred stock does not have the risk and reward characteristics that are substantially similar to EDC’s common stock. Therefore, Harmonic does not hold an investment in EDC’s common stock or in-substance common stock. According to the applicable accounting guidance, the EDC investment is accounted for as a cost-method investment. The Company determined that there were no indicators existing at April 1, 2016 that would indicate that the EDC investment was impaired.

The following table presents the carrying values and maximum exposure of the unconsolidated VIEs as of April 1, 2016 (in thousands):

13


 
Carrying Value
 
Maximum exposure to loss(1)
VJU
$

 
$

EDC(2)
3,593

 
3,593

Total
$
3,593

 
$
3,593


(1) The Company did not provide financial support to any of its unconsolidated VIEs and as of April 1, 2016, there were no explicit arrangements or implicit variable interests that could require the Company to provide financial support to any of its unconsolidated VIEs.

(2) The Company’s maximum exposure to loss with respect to EDC as of April 1, 2016 was limited to a total investment cost of $3.6 million, including $0.1 million of transaction costs.

Each reporting period, the Company reviews all of its unconsolidated VIE investments to determine whether there are any reconsideration events that may result in the Company being a primary beneficiary of any unconsolidated VIE which would then require the Company to consolidate the VIE. The Company also reviews all of its cost-method investments in each reporting period to determine whether a significant event of change in circumstances has occurred that may have an adverse effect on the fair value of each investment.

NOTE 6: DERIVATIVES AND HEDGING ACTIVITIES
The Company uses forward contracts to manage exposures to foreign currency exchange rates. The Company’s primary objective in holding derivative instruments is to reduce the volatility of earnings and cash flows associated with fluctuations in foreign currency exchange rates and the Company does not use derivative instruments for trading purposes. The use of derivative instruments expose the Company to credit risk to the extent that the counterparties may be unable to meet their contractual obligations, as such, the potential risk of loss with any one counterparty is closely monitored by the Company.
Derivatives Designated as Hedging Instruments (Cash Flow Hedges)
Beginning in December 2014, the Company entered into forward currency contracts to hedge forecasted operating expenses and service costs related to employee salaries and benefits denominated in Israeli shekels (“ILS”) for its subsidiaries in Israel. These ILS forward contracts mature generally within 12 months and are designated as cash flow hedges. For derivatives that are designated as hedges of forecasted foreign currency denominated operating expenses and service costs, the Company assesses effectiveness based on changes in spot currency exchange rates. Changes in spot rates on the derivative are recorded as a component of “Accumulated other comprehensive income (loss)” (“AOCI”) in the Condensed Consolidated Balance Sheets until such time as the hedged transaction impacts earnings. The change in fair value of the forward points, which reflects the interest rate differential between the two countries on the derivative, is excluded from the effectiveness assessment. Gains or losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings.
Derivatives Not Designated as Hedging Instruments (Balance Sheet Hedges)
Balance sheet hedges consist of foreign currency forward contracts, mature generally within three months, are carried at fair value and they are used to minimize the short-term impact of foreign currency exchange rate fluctuation on cash and certain trade and inter-company receivables and payables. Changes in the fair value of these foreign currency forward contracts are recognized in “Other income (expense), net” in the Condensed Consolidated Statement of Operations and are largely offset by the changes in the fair value of the assets or liabilities being hedged.
The locations and amounts of designated and non-designated derivative instruments’ gains and losses reported in the Company’s Condensed Consolidated Statements of Operations were as follows (in thousands):

14


 
 
 
 
Three months ended
 
 
 
Financial Statement Location
 
April 1, 2016
 
April 3, 2015
 
Derivatives designated as hedging instruments:
 
 
 
 
 
 
 
Gains (losses) in AOCI on derivatives (effective portion)
 
AOCI
 
$
(323
)
 
$
184

 
Gains (losses) reclassified from AOCI into income (effective portion)
 
Cost of Revenue
 
$
(10
)
 
$
7

 
 
 
Operating Expense
 
(68
)
 
42

 
 
 
  Total
 
$
(78
)
 
$
49

 
Losses recognized in income on derivatives (ineffectiveness portion and amount excluded from effectiveness testing)
 
Other income (expense), net
 
$
(27
)
 
$
(42
)
 
Derivatives not designated as hedging instruments:
 
 
 
 
 
 
 
Gains (losses) recognized in income
 
Other income (expense), net
 
$
(284
)
 
$
252

 
The Company anticipates the AOCI balance of $155,000 at April 1, 2016, relating to net unrealized gains from cash flow hedges, will be reclassified to earnings within the next twelve months.
The U.S. dollar equivalents of all outstanding notional amounts of foreign currency forward contracts are summarized as follows (in thousands):

 
April 1, 2016
 
December 31, 2015
Derivatives designated as cash flow hedges:
 

 

Purchase
 
$
9,003

 
$
12,984

Derivatives not designated as hedging instruments:
 

 

Purchase
 
$
3,182

 
$
6,942

Sell
 
$
7,931

 
$
11,332

The locations and fair value amounts of the Company’s derivative instruments reported in its Condensed Consolidated Balance Sheets are as follows (in thousands):
 
 
 
 
Asset Derivatives
 
 
 
Derivative Liabilities
 
 
Balance Sheet Location
 
April 1, 2016
 
December 31, 2015
 
Balance Sheet Location
 
April 1, 2016
 
December 31, 2015
Derivatives designated as hedging instruments:
 
 
 
 
 
 
 
 
 
 
 
 
Foreign currency contracts
 
Prepaid expenses and other current assets
 
$
123

 
$
13

 
Accrued Liabilities
 
$
1

 
$
281

 
 
 
 
$
123

 
$
13

 
 
 
$
1

 
$
281

 
 
 
 
 
 
 
 
 
 
 
 
 
Derivatives not designated as hedging instruments:
 
 
 
 
 
 
 
 
 
 
 
 
Foreign currency contracts
 
Prepaid expenses and other current assets
 
$
41

 
$
100

 
Accrued Liabilities
 
$
21

 
$
90

 
 
 
 
$
41

 
$
100

 
 
 
$
21

 
$
90

Total derivatives
 
 
 
$
164

 
$
113

 
 
 
$
22

 
$
371

Offsetting of Derivative Assets and Liabilities
The Company recognizes all derivative instruments on a gross basis in the Condensed Consolidated Balance Sheets. However, the arrangements with its counterparties allows for net settlement, which are designed to reduce credit risk by permitting net settlement with the same counterparty. As of April 1, 2016, information related to the offsetting arrangements was as follows (in thousands):

15


 
 
 
 
 
 
 
 
Gross Amounts of Derivatives Not Offset in the Condensed Consolidated Balance Sheets
 
 
 
 
Gross Amounts of Derivatives
 
Gross Amounts of Derivatives Offset in the Condensed Consolidated Balance Sheets
 
Net Amounts of Derivatives Presented in the Condensed Consolidated Balance Sheets
 
Financial Instrument
 
Cash Collateral Pledged
 
Net Amount
Derivative Assets
 
$
164

 

 
$
164

 
$
(9
)
 

 
$
155

Derivative Liabilities
 
$
22

 

 
$
22

 
$
(9
)
 

 
$
13

In connection with foreign currency derivatives entered in Israel, the Company’s subsidiaries in Israel are required to maintain a compensating balance with their bank at the end of each month. The compensating balance arrangements do not legally restrict the use of cash and as of April 1, 2016, the total compensating balance maintained was $2.5 million.

NOTE 7: FAIR VALUE MEASUREMENTS
The applicable accounting guidance establishes a framework for measuring fair value and requires disclosure about the fair value measurements of assets and liabilities. This guidance requires the Company to classify and disclose assets and liabilities measured at fair value on a recurring basis, as well as fair value measurements of assets and liabilities measured on a nonrecurring basis in periods subsequent to initial measurement, in a three-tier fair value hierarchy as described below.
The guidance defines fair value as the exchange price that would be received for an asset or paid to transfer a liability, in the principal or most advantageous market for the asset or liability, in an orderly transaction between market participants on the measurement date.
Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The guidance describes three levels of inputs that may be used to measure fair value:
Level 1 — Observable inputs that reflect quoted prices for identical assets or liabilities in active markets.
Level 2 — Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. The Company primarily uses broker quotes for valuation of its short-term investments. The forward exchange contracts are classified as Level 2 because they are valued using quoted market prices and other observable data for similar instruments in an active market.
Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
The Company uses the market approach to measure fair value for its financial assets and liabilities. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. The fair value of the Company’s convertible notes is influenced by interest rates, the Company’s stock price and stock market volatility. The estimated fair value of the Company’s convertible notes based on a market approach was approximately $103.8 million and $123.1 million as of April 1, 2016 and December 31, 2015, respectively, and represents a Level 2 valuation. The Company’s other debts and capital leases assumed from the TVN acquisition are classified within Level 2 because these borrowings are not actively traded and the majority of them have a variable interest rate structure based upon market rates currently available to the Company for debt with similar terms and maturities. Additionally, the Company considers the carrying amount of its capital lease obligations to approximate their fair value because the weighted average interest rate used to formulate the carrying amounts approximates current market rates. The other debts and capital leases outstanding as of April 1, 2016 were $25.3 million in the aggregate. (See Note 11, “Convertible Notes, Other debts and Capital Leases” for additional information).
The Company’s liabilities for the TVN contingent consideration under the TVN Purchase Agreement and the assumed TVN employee equity plans as of April 1, 2016 are classified within Level 3 because these valuations are based on management assumptions, including discount rates and estimated probabilities of achievement of certain events which are unobservable in the market. These liabilities were $8.0 million and $2.4 million, respectively and are expected to be paid in the second quarter of 2016.


16


During the three months ended April 1, 2016, there were no nonrecurring fair value measurements of assets and liabilities subsequent to initial recognition.
The following table sets forth the fair value of the Company’s financial assets and liabilities measured at fair value on a recurring basis based on the three-tier fair value hierarchy (in thousands):
 
Level 1
 
Level 2
 
Level 3
 
Total
As of April 1, 2016
 
 
 
 
 
 
 
Cash equivalents
 
 
 
 
 
 
 
Money market funds
$
10,906

 
$

 
$

 
$
10,906

Short-term investments
 
 
 
 
 
 
 
Corporate bonds

 
18,138

 

 
18,138

Commercial paper

 
1,100

 

 
1,100

Prepaids and other current assets
 
 
 
 
 
 
 
Time deposit pledged for credit card facility

 
580

 

 
580

Derivative assets

 
164

 

 
164

Other assets
 
 
 
 
 
 
 
Long-term investment
1,870

 

 

 
1,870

Total assets measured and recorded at fair value
$
12,776

 
$
19,982

 
$

 
$
32,758

Accrued liabilities
 
 
 
 
 
 
 
Derivative liabilities

 
22

 

 
22

Total liabilities measured and recorded at fair value
$

 
$
22

 
$

 
$
22

 
Level 1
 
Level 2
 
Level 3
 
Total
As of December 31, 2015
 
 
 
 
 
 
 
Cash equivalents
 
 
 
 
 
 
 
Money market funds
$
53,434

 
$

 
$

 
$
53,434

U.S. Treasury bills
24,998

 

 

 
24,998

Short-term investments
 
 
 
 
 
 
 
Corporate bonds

 
25,505

 

 
25,505

Commercial paper

 
1,099

 

 
1,099

Prepaids and other current assets
 
 
 
 
 
 
 
Time deposit pledged for credit card facility

 
580

 

 
580

Derivative assets

 
113

 

 
113

Other assets
 
 
 
 
 
 
 
Long-term investment
1,840

 

 

 
1,840

Total assets measured and recorded at fair value
$
80,272

 
$
27,297

 
$

 
$
107,569

Accrued liabilities
 
 
 
 
 
 
 
Derivative liabilities
$

 
$
371

 
$

 
$
371

Total liabilities measured and recorded at fair value
$

 
$
371

 
$

 
$
371

NOTE 8: BALANCE SHEET COMPONENTS
The following tables provide details of selected balance sheet components (in thousands):
 
April 1, 2016

December 31, 2015
Accounts receivable, net:
 
 
 
Accounts receivable
$
103,679

 
$
73,855

Less: allowances for doubtful accounts, returns and discounts
(8,202
)
 
(4,340
)
     Total
$
95,477

 
$
69,515



17


 
April 1, 2016

December 31, 2015
Prepaid expenses and other current assets:
 
 
 
Prepaid inventories to contract manufacturer(1)
$
8,500

 
$
8,500

Prepaid maintenance, royalty rent and property taxes
8,104

 
5,974

Other Prepayments
7,616

 
2,762

Deferred cost of revenue
9,269

 
4,601

French R&D tax credits receivable(2)
5,800

 

Restricted cash(3)
1,347

 
1,093

Other
1,682

 
2,073

Total
$
42,318

 
$
25,003


(1) From time to time, the Company makes advance payment to a supplier for future inventory in order to secure more favorable pricing. The Company anticipates that this amount will be offset in the first quarter of 2017 against the accounts payable owed to this supplier.
(2) The Company’s acquired TVN subsidiary in France (the “TVN French Subsidiary”) participates in the French Crédit d’Impôt Recherche (“CIR”) program (the “R&D tax credits”) which allows companies to monetize eligible research expenses. The French R&D tax credits can be used to offset against income tax payable to the French government in each of the four years after being incurred, or if not utilized, are recoverable in cash. TVN French Subsidiary has accumulated approximately $27.6 million of French R&D tax credit receivables at April 1, 2016 for claims from 2012 through 2016. These amounts are subject to audit by the French government and as of April 1, 2016, the 2012 audit for these French R&D credits has been completed and $5.8 million of the French R&D tax credit receivables is expected to be recoverable in 2016. The remaining $21.8 million is expected to be recoverable in 2017 and 2018 and this amount is reported under “Other Long-term Assets” on the Company’s Condensed Consolidated Balance Sheets. Pursuant to the TVN Purchase Agreement, the Company is indemnified by the selling shareholders with respect to the validity and recoverability of the outstanding TVN French Subsidiary R&D tax credit receivables.
(3) The restricted cash balances are primarily held as cash collateral security for certain bank guarantees. These restricted funds are invested in bank deposits and cannot be withdrawn from the Company’s accounts without the prior written consent of the applicable secured party. Additionally, as of April 1, 2016, the Company recorded approximately $1.1 million of restricted cash for the bank guarantee associated with the TVN French Subsidiary’s office building lease. This amount is reported under “Other Long-term Assets” on the Company’s Condensed Consolidated Balance Sheets.
 
April 1, 2016

December 31, 2015
Inventories:
 
 
 
Raw materials
$
8,150

 
$
5,421

Work-in-process
1,844

 
1,950

Finished goods
32,421

 
31,448

Total
$
42,415

 
$
38,819

 
April 1, 2016
 
December 31, 2015
Property and equipment, net:
 
 
 
Furniture and fixtures
$
8,674

 
$
7,808

Machinery and equipment
95,825

 
93,010

Capitalized software
34,050

 
29,391

Leasehold improvements
11,724

 
10,000

Property and equipment, gross
150,273

 
140,209

Less: accumulated depreciation and amortization
(113,492
)
 
(113,197
)
Total
$
36,781

 
$
27,012



18


 
April 1, 2016
 
December 31, 2015
Accrued Liabilities:
 
 
 
   Accrued compensation related expenses and payroll taxes
$
19,991

 
$
10,281

   Accrued employee stock plans
3,349

 
2,680

   Accrued TVN contingent consideration (1)
7,991

 

   Accrued warranty
4,966

 
3,913

   Customer deposit
4,076

 
953

   Others
20,819

 
13,527

      Total
$
61,192

 
$
31,354


(1) The TVN acquisition is subject to post-closing adjustments as set forth in the TVN Purchase Agreement to be determined within 90 days from the acquisition date in amounts respectively capped to (i) the difference between €76 million (as converted from euros into U.S. dollars) and $75 million, with respect to an adjustment based on TVN’s 2015 revenue, and (ii) $5 million with respect to an adjustment based on TVN’s 2015 backlog that ships during the first half of 2016.

NOTE 9: GOODWILL AND IDENTIFIED INTANGIBLE ASSETS
Goodwill
Goodwill represents the difference between the purchase price and the estimated fair value of the identifiable assets acquired and liabilities assumed. The Company tests for goodwill impairment at the reporting unit level on an annual basis, or more frequently if events or changes in circumstances indicate that the asset is more likely than not impaired. The Company’s annual goodwill impairment test is performed in the fiscal fourth quarter, with a testing date at the end of October.

In the three months ended April 1, 2016, the Company preliminary recorded additional goodwill of $39.2 million related to the TVN acquisition based on the preliminary allocation of the estimated purchase consideration. (See Note 3, “Business Acquisition” for additional information). The Company will continue to evaluate certain assets, liabilities and tax estimates that are subject to change within the measurement period (up to one year from the acquisition date). Goodwill from the TVN acquisition was assigned to the Video reporting unit.

The following table presents goodwill by reportable segments (in thousands):
 
Video
 
Cable Edge
 
Total
As of December 31, 2015
$
136,904

 
$
60,877

 
$
197,781

Preliminary estimate of goodwill from TVN acquisition
39,206

 

 
39,206

Foreign currency translation adjustment
933

 
(21
)
 
912

As of April 1, 2016
$
177,043

 
$
60,856

 
$
237,899

The Company performs its annual goodwill impairment review of its two reporting units, which are the same as its operating segments, during the fourth fiscal quarter of 2015. The 2015 annual testing concluded that goodwill was not impaired as the Video and Cable Edge reporting units had estimated fair values in excess of their carrying value by approximately 87% and 42%, respectively.
Application of the goodwill impairment test requires judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value of each reporting unit. Significant judgments by management are required to estimate the fair value of reporting units include estimating future cash flows and determining appropriate discount rates, growth rates, an appropriate control premium and other assumptions. Changes in these estimates and assumptions could materially affect the determination of fair value for each reporting unit which could trigger impairment. If the Company’s assumptions and related estimates change in the future, or if the Company’s reporting structure changes or other events and circumstances change (e.g. such as a sustained decrease in the Company’s stock price), the Company may be required to record impairment charges in future periods. Any impairment charges that the Company may take in the future could be material to its results of operations and financial condition.

The Company’s market capitalization has declined as of April 1, 2016. A significant decline in a company’s stock price may suggest that an adverse change in the business climate may have caused the fair value of one or more reporting units to fall below their carrying value. At April 1, 2016, the Company performed an assessment considering various factors, in

19


accordance with the accounting guidance, for any potential impairment indicators. Significant judgments by management have been applied to determine whether stock price declines are a short-term swing or a long-term trend. The Company reviewed the duration and severity of the stock declines and noted its market capitalization was below the carrying value of its reporting units for a short period of time and the Company believes that this condition will not be sustained. Additionally, the Company believes that the fluctuation in market capitalization is driven by general market movement and not Company specific factors. The Company believes that the fair value established during the 2015 annual goodwill impairment testing for its Video and Cable Edge reporting units were reasonable and no triggering event existed at April 1, 2016. However, a sustained decline in the Company’s stock price may lead to a triggering event for goodwill impairment later in 2016.

The Company has not recorded any impairment charges related to goodwill for any prior periods.

Intangible Assets
In the three months ended April 1, 2016, intangible assets increased $44.8 million due to the TVN acquisition. The following is a summary of intangible assets (in thousands):
 
 
 
April 1, 2016
 
December 31, 2015
 
Weighted Average Remaining Life (Years)
 
Gross Carrying
Amount
 
Accumulated
Amortization
 
Net Carrying
Amount
 
Gross Carrying
Amount
 
Accumulated
Amortization
 
Net Carrying
Amount
Developed core technology
3.9
 
$
31,488

 
$
(11,416
)
 
$
20,072

 
$
10,987

 
$
(10,987
)
 
$

Customer relationships/contracts
4.4
 
48,164

 
(27,286
)
 
20,878

 
29,200

 
(25,752
)
 
3,448

Trademarks and trade names
3.9
 
605

 
(13
)
 
592

 

 

 

Maintenance agreements and related relationships
0.5
 
5,500

 
(5,080
)
 
420

 
5,500

 
(4,851
)
 
649

Order Backlog
0.4
 
3,690

 
(615
)
 
3,075

 

 

 

In-process R&D
n/a
 
1,005

 

 
1,005

 

 

 

Total identifiable intangibles
 
 
$
90,452

 
$
(44,410
)
 
$
46,042

 
$
45,687

 
$
(41,590
)
 
$
4,097

Amortization expense for the identifiable purchased intangible assets for the three months ended April 1, 2016 and April 3, 2015 was allocated as follows (in thousands):
 
Three months ended
 
April 1,
2016
 
April 3,
2015
Included in cost of revenue
$
418

 
$
461

Included in operating expenses
2,365

 
1,446

Total amortization expense
$
2,783

 
$
1,907

The estimated future amortization expense of purchased intangible assets with definite lives is as follows (in thousands):
 
Cost of Revenue
 
Operating
Expenses
 
Total
Year ended December 31,
 
 
 
 
 
2016 (remaining nine months)
$
3,844

 
$
8,747

 
$
12,591

2017
5,125

 
4,195

 
9,320

2018
5,125

 
4,195

 
9,320

2019
5,125

 
4,195

 
9,320

2020
854

 
4,006

 
4,860

Thereafter

 
631

 
631

Total future amortization expense
$
20,073

 
$
25,969

 
$
46,042


20



NOTE 10: RESTRUCTURING AND RELATED CHARGES
The Company implemented several restructuring plans in the past few years. The goal of these plans was to bring operational expenses to appropriate levels relative to its net revenues, while simultaneously implementing extensive company-wide expense control programs.
The Company accounts for its restructuring plans under the authoritative guidance for exit or disposal activities. The restructuring and asset impairment charges are included in “Product cost of revenue” and “Operating expenses-restructuring and asset impairment charges” in the Condensed Consolidated Statements of Operations. The following table summarizes the restructuring and asset impairment charges (in thousands):
 
Three months ended
 
April 1,
2016

April 3,
2015
Restructuring and asset impairment charges in:
 
 
 
Product cost of revenue
$
(29
)
 
$

Operating expenses-Restructuring and asset impairment charges
2,612

 
44

Total restructuring and asset impairment charges
$
2,583

 
$
44

Harmonic 2016 Restructuring
In the first quarter of 2016, the Company implemented a new restructuring plan (the “Harmonic 2016 Restructuring Plan”) to streamline the corporate organization, thereby reducing operating costs by consolidating duplicative resources in connection with the acquisition of TVN. The planned activities have primarily resulted, and will primarily result, in cash expenditures related to severance and related benefits and exiting certain operating facilities and disposing of excess assets. The Company anticipates spending approximately $20 million in 2016, in aggregate, on the Harmonic 2016 Restructuring Plan and TVN acquisition and integration-related expenses. The activities under the Harmonic 2016 Restructuring Plan are expected to take at least 12 months to complete and the estimated synergies from this plan and the TVN integration effort is approximately $20 million, which the Company anticipates within two years.

In the three months ended April 1, 2016, the Company recorded $2.6 million of restructuring and related charges under the Harmonic 2016 Restructuring Plan, consisting of $1.4 million of costs related to the Company exiting an excess facility at its U.S. headquarters, $1.0 million of severance and benefits for the termination of 13 employees worldwide and $0.2 million of other charges. In the three months ended April 1, 2016, the Company incurred $3.1 million of TVN acquisition-related expenses. (See Note 3, “Business Acquisition” for additional information on TVN acquisition-and integration-related expenses).

In January 2016, the Company exited an excess facility at its U.S. headquarters in San Jose, California and recorded $1.4 million in facility exit costs. The Company accounts for facility exit costs in accordance with ASC 420, “Exit or Disposal Cost Obligations”, which requires that a liability for such costs be recognized and measured initially at fair value on the cease-use date based on remaining lease rentals, adjusted for the effects of any prepaid or deferred items recognized, reduced by the estimated sublease rentals that could be reasonably obtained even if it is not the intent to sublease. The fair value of these liabilities is based on a net present value model using a credit-adjusted risk-free rate. The liability will be paid out over the remainder of the leased properties’ terms, which continue through August 2020. Actual sublease terms may differ from the estimates originally made by the Company. Any future changes in the estimates or in the actual sublease income could require future adjustments to the liabilities, which would impact net income in the period the adjustment is recorded. As of the cease-use date, the fair value of this restructuring liability totaled $2.5 million. Offsetting these charges was an adjustment for deferred rent liability relating to this space of $1.1 million.

The following table summarizes the activity in the Company’s restructuring accrual related to the Harmonic 2016 Restructuring Plan during the three months ended April 1, 2016 (in thousands):


21


 
Excess facilities
 
Severance and benefits (1)
 
Other charges
 
Total
Charges for 2016 Harmonic Restructuring Plan
$
1,390

 
$
1,012

 
$
246

 
$
2,648

Non-cash adjustments
1,087

 

 

 
1,087

Cash payments
(234
)
 
(311
)
 

 
(545
)
Non-cash write-offs

 

 
(246
)
 
(246
)
Balance at April 1, 2016
$
2,243

 
$
701

 
$

 
$
2,944


(1) The Company anticipates that the remaining severance and benefits accrual at April 1, 2016 will be substantially paid out by the end of 2016.

Harmonic 2015 Restructuring
In the fourth quarter of 2014, the Company implemented a restructuring plan (the “Harmonic 2015 Restructuring Plan”) to reduce 2015 operating costs and the planned restructuring activities involve headcount reduction, exiting certain operating facilities and disposing of excess assets. The Company recorded $2.2 million and $1.5 million of restructuring and impairment charges under the Harmonic 2015 Restructuring Plan in fiscal 2014 and 2015, respectively, consisting primarily of severance and benefits for the termination of 56 employees worldwide as well as a fixed asset impairment charge related to software development costs incurred for a discontinued information technology (“IT”) project. No new activities are anticipated in 2016 for the Harmonic 2015 Restructuring Plan and the remaining restructuring accrual for this plan is expected to be fully settled by the end of the second quarter of 2016.

The following table summarizes the activity in the Company’s restructuring accrual related to the Harmonic 2015 Restructuring Plan during the three months ended April 1, 2016 (in thousands):
 
 
Severance and benefits (2)
Balance at December 31, 2015
 
$
264

Adjustments to restructuring provisions
 
(65
)
Cash payments
 
(139
)
Balance at April 1, 2016
 
$
60

(2) The Company anticipates that the remaining restructuring accrual as of April 1, 2016 will be fully settled by the end of the second quarter of 2016.

NOTE 11: CONVERTIBLE NOTES, OTHER DEBTS AND CAPITAL LEASES
4.00% Convertible Senior Notes
In December 2015, the Company issued $128.25 million aggregate principal amount of unsecured convertible senior notes due 2020 (the “offering” or “Notes”, as applicable) through a private placement with a financial institution. The Notes do not contain any financial covenants. The Notes bear interest at a fixed rate of 4.00% per year, payable semiannually in arrears on June 1 and December 1 of each year, beginning on June 1, 2016. The Notes will mature on December 1, 2020, unless earlier repurchased or converted. The Company incurred approximately $4.1 million of debt issuance cost, of which $3.5 million was paid in 2015 and the remainder was paid in the first quarter of 2016.
Concurrent with the closing of the offering, the Company used $49.9 million of the net proceeds to repurchase 11.1 million shares of the Company’s common stock from purchasers of the offering in privately negotiated transactions effected through the initial purchaser or its affiliate as the Company’s agent. Additionally, the Company used the remaining net proceeds from the offering to fund the TVN acquisition, which closed on February 29, 2016.
Subject to satisfaction of certain conditions and during certain periods, the Notes will be convertible at the option of holders into cash, shares of the Company’s common stock or a combination thereof, at the Company’s election, at an initial conversion rate of 173.9978 shares of Common Stock per $1,000 principal amount of Notes (which is equivalent to an initial conversion price of approximately $5.75 per share). The conversion rate and the corresponding conversion price will be subject to adjustment upon the occurrence of certain events.
Prior to September 1, 2020, the Notes will be convertible only under the following circumstances: (1) during any fiscal quarter

22


commencing after the fiscal quarter ending on April 1, 2016 (and only during such fiscal quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the conversion price of the Notes on each applicable trading day; (2) during the five business day period after any five consecutive trading day period (the “ measurement period ”) in which the trading price per $1,000 principal amount of Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day; or (3) upon the occurrence of specified corporate events. Commencing on September 1, 2020 until the close of business on the second scheduled trading day immediately preceding the maturity date, the Notes will be convertible in multiples of $1,000 principal amount regardless of the foregoing circumstances.
If a fundamental change occurs, holders of the Notes may require the Company to purchase all or any portion of their Notes for cash at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date. In addition, if specific corporate events occur prior to the maturity date, the conversion rate may be increased for a holder who elects to convert the Notes in connection with such a corporate event.
In accounting for the issuance of the Notes, the Company separated the Notes into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of a similar liability that does not have an associated convertible feature. The carrying amount of the equity component representing the conversion option was determined by deducting the fair value of the liability component from the initial proceeds of the Notes as a whole. The difference between the initial proceeds of the Notes and the liability component (the “debt discount”) of $26.9 million is amortized to interest expense using the effective interest method over the term of the Notes. The equity component of the Notes is included in additional paid-in capital in the Consolidated Balance Sheets and is not remeasured as long as it continues to meet the conditions for equity classification.
In accounting for the transaction costs related to the issuance of the Notes, the Company allocated the total amount of $4.1 million incurred to the liability and equity components using the same proportions as the proceeds from the Notes. Transaction costs attributable to the liability component were $3.2 million and were recorded as a direct deduction from the carrying amount of the debt liability in long-term liability in the Condensed Consolidated Balance Sheets and are being amortized to interest expense in the Condensed Consolidated Statements of Operations using the effective interest method over the term of the Notes. Transaction costs attributable to the equity component were $0.9 million and were netted with the equity component of the Notes in additional paid-in capital in the Condensed Consolidated Balance Sheets.
The following table presents the components of the Notes as of April 1, 2016 (in thousands, except for years and percentages):
 
April 1, 2016
 
December 31, 2015
Liability:
 
 
 
  Principal amount
$
128,250

 
$
128,250

  Less: Debt discount, net of amortization
(25,673
)
 
(26,732
)
  Less: Debt issuance costs, net of amortization
(3,095
)
 
(3,223
)
  Carrying amount
$
99,482

 
$
98,295

  Remaining amortization period (years)
4.7

 
4.9

  Effective interest rate on liability component
9.94
%
 
9.94
%
 
 
 
 
Equity:
 
 
 
  Value of conversion option
$
26,925

 
$
26,925

  Less: Equity issuance costs
(863
)
 
(863
)
  Carrying amount
$
26,062

 
$
26,062

The following table presents interest expense recognized for the Notes (in thousands):


23


 
Three months ended
 
April 1, 2016
 
April 3, 2015
Contractual interest expense
$
1,283

 
$

Amortization of debt discount
1,059

 

Amortization of debt issuance costs
128

 

  Total interest expense recognized
$
2,470

 
$


Other Debts and Capital Leases

In connection with the TVN acquisition, the Company assumed a variety of debt and credit facilities in France to satisfy the financing requirements of TVN operations. These arrangements are summarized in the table below (in thousands):
 
April 1, 2016
Financing from French government agencies related to various government incentive programs (1)
$
18,980

Term loans (2)
1,721

Secured borrowings (3)
1,837

Obligations under capital leases
2,769

  Total debt obligations
25,307

  Less: current portion
(8,843
)
  Long-term portion
$
16,464


Other than the 4.00% Notes, the Company did not have any other indebtedness as of December 31, 2015.

(1) As of April 1, 2016, the Company’s TVN French Subsidiary had an aggregate of $19.0 million of loans due to various financing programs of French government agencies, $15.3 million of which is related to loans backed by French R&D tax credit receivables. As of April 1, 2016, the TVN French Subsidiary had an aggregate of $27.6 million of R&D tax credit receivables from the French government from June 2016 through June 2018. (See Note 8, “Balance Sheet Components-Prepaid expenses and other current assets” for more information). This R&D tax loan has a fixed rate of 0.6%, plus EURIBOR 1 month + 1.3% and matures between 2016 through 2018. The remaining loans of $3.7 million at April 1, 2016 primarily relates to financial support from French government agencies for R&D innovation projects at minimal interest rates and these loans mature between 2020 through 2023.

(2) One of the term loans with a certain financial institution contains annual covenants that require the TVN French Subsidiary to maintain a minimum working capital balance and various other financial covenants and restrictions that limit the French Subsidiary’s ability to incur additional indebtedness. The annual covenant is based on French statutory year-end results and the French subsidiary was in compliance for 2015.

(3) The TVN French Subsidiary obtained advances under a credit line with BPI France against a pool of eligible receivables with recourse. The maximum advance under this credit line for receivables is €2 million, less applicable fees, and €200,000 of cash is pledged for this program. This credit line will expire in July 2016 unless renewed pursuant to the terms of the credit agreement and the Company plans to renew the credit line for an additional year prior to its expiration. The TVN French Subsidiary also entered into an accounts receivable financing agreement with GE Capital Cofacredit, (“GE”) on September 27, 2013, which is subject to automatic renewal unless cancelled. GE advances up to 90% of qualified customer invoices and holds the remaining 10% as a guarantee fund up with a minimum of €80,000. In addition, another 10% of outstanding receivables is set aside in a holdback receivable and released upon payments received from the customers. These arrangements are treated as secured borrowings in accordance with FASB ASC 860, Transfers and Servicing.
Future minimum repayments

The table below shows the future minimum repayments of debts and capital lease obligations as of April 1, 2016 (in thousands):


24


Years ending December 31,
Capital lease obligations
 
Debt obligations
2016 (remaining nine months)
$
903

 
$
7,562

2017
1,234

 
5,735

2018
538

 
5,895

2019
68

 
1,023

2020
26

 
678

Thereafter

 
1,645

Total
$
2,769

 
$
22,538


Credit Facilities

The Company’s credit agreement with JPMorgan expired on February 20, 2016 and the Company did not renew the agreement or enter into any new credit agreement.

NOTE 12: EMPLOYEE BENEFIT PLANS AND STOCK-BASED COMPENSATION
The Company’s stock benefit plans include the employee stock purchase plan and current active stock plans adopted in 1995 and 2002 as well as one stock plan in connection with an acquisition in 2010. See Note 13, “Employee Benefit Plans and Stock-based Compensation” of Notes to Consolidated Financial Statements in the 2015 Form 10-K for details pertaining to each plan. The Company also assumed two existing TVN’s employee equity benefit plans in connection with the TVN acquisition.
Stock Options and RSUs
In connection with the Company’s acquisition of TVN, the Company agreed to make grants of restricted stock units (“RSUs”) with respect to a total of up to 1,750,000 shares. The Company’s stockholders are being asked to approve an amendment to the 1995 Stock Plan at the Company’s 2016 annual meeting of stockholders which would increase the number of shares of common stock reserved for issuance under the 1995 Stock Plan by 2,000,000 shares. If this share increase is not approved, then the remaining shares available for grants under the 1995 Stock Plan may be insufficient to make these grants and also meet the Company’s estimated equity grant needs for new employee and ongoing employee grants for the remainder of 2016 and the period prior to its 2017 annual meeting of stockholders.
The following table summarizes the Company’s stock option and RSU activities during the three months ended April 1, 2016 (in thousands, except per share amounts):
 
 
 
Stock Options Outstanding
 
Restricted Stock Units Outstanding
 
Shares
Available for
Grant
 
Number
of
Shares
 
Weighted
Average
Exercise Price
 
Number
of
Units
 
Weighted
Average
Grant
Date Fair
Value
Balance at December 31, 2015
6,150

 
5,674

 
$
6.56

 
2,182

 
$
6.99

Authorized

 

 

 

 

Granted
(2,802
)
 
876

 
3.14

 
1,284

 
3.15

Options exercised

 
(1
)
 
2.25

 

 

Shares released

 

 

 
(977
)
 
6.72

Forfeited or cancelled
980

 
(679
)
 
6.38

 
(201
)
 
5.89

Balance at April 1, 2016
4,328

 
5,870

 
$
6.08

 
2,288

 
$
4.88


25


The following table summarizes information about stock options outstanding as of April 1, 2016 (in thousands, except per share amounts):
 
Number
of
Shares
 
Weighted
Average
Exercise
Price
 
Weighted
Average
Remaining
Contractual
Term (Years)
 
Aggregate
Intrinsic
Value
Vested and expected to vest
5,491

 
$
6.13

 
4.0
 
$
240

Exercisable
3,479

 
6.51

 
2.8
 
133

The intrinsic value of options vested and expected to vest and exercisable as of April 1, 2016 is calculated based on the difference between the exercise price and the fair value of the Company’s common stock as of April 1, 2016. The intrinsic value of options exercised is calculated based on the difference between the exercise price and the fair value of the Company’s common stock as of the exercise date. The intrinsic value of options exercised during the three months ended April 3, 2015 was $1.3 million. The intrinsic value of options exercised during the three months ended April 1, 2016 was minimal.

The following table summarizes information about RSUs outstanding as of April 1, 2016 (in thousands, except per share amounts):
 
Number of
Shares
Underlying
Restricted
Stock
Units
 
Weighted
Average
Remaining
Vesting
Period
(Years)
 
Aggregate
Fair
Value
Vested and expected to vest
1,971

 
1.1
 
$
6,484

The fair value of RSUs vested and expected to vest as of April 1, 2016 is calculated based on the fair value of the Company’s common stock as of April 1, 2016.
Employee Stock Purchase Plan
As of April 1, 2016, the number of shares of common stock available for issuance under the 2002 Employee Stock Purchase Plan (the “ESPP”) was 58,772. In April 2016, the Company’s board of directors unanimously approved an amendment to the ESPP, subject to obtaining stockholder approval in June 2016, to increase the number of shares of the Company’s common stock available for issuance under the ESPP by 1,500,000. If this proposal is approved by our stockholders, the shares reserved and available for issuance under the ESPP for the current offering period commencing on January 1, 2016 and future offering periods would be increased by 1,500,000 shares. In the event that there are insufficient shares in the plan to fully fund the issuance, the available shares will be allocated across all participants based on their contributions relative to the total contributions received for the offering period.
TVN Employee Equity Benefit Plan
TVN’s existing employee equity benefit plans consist of the French Employee Incentive plan and the Overseas Long Term Incentive plan. The Company’s acquisition of TVN gave rise to a change-in-control event which causes both plans to become fully vested and the settlement of both plans have to be made in cash according to the agreements. The payment is expected to be made in the second quarter of 2016 upon finalizing the closing adjustments to the TVN purchase price which has an impact on the valuation of the equity value of each plan.
In accordance with applicable accounting guidance, the Company recorded these two plans at fair value as liabilities (included in “Accrued Liabilities” on the Condensed Consolidated Balance Sheets) and changes in fair value are accrued as stock-based compensation expense in the reporting period. As of April 1, 2016, the aggregated fair value of these two plans was $2.4 million.
TVN Retirement Benefit Plan
As part of the TVN acquisition the Company assumed obligations under defined benefit pension plans which were unfunded as of the acquisition date. Under French law, TVN French Subsidiary is required to make certain payments to employees upon their retirement from the Company. These payments are based on the retiring employee’s salary for a number of months that varies according to the employee’s period of service and position. Salary used in the calculation is the employee’s average monthly salary for the twelve months prior to retirement. The payments are made in one lump-sum at the time of retirement.

26


The present value of the company’s obligation for these lump-sum payments is determined on an actuarial basis and the actuarial valuation takes into account the employees’ age and period of service with the company; projected mortality rates, mobility rates and increases in salaries; and a discount rate of 2% per annum.
The present value of the Company’s defined benefit pension plan obligations as of April 1, 2016 and changes to the Company’s defined benefit pension plan obligations are shown below (in thousands):
Projected benefit obligation:
 
  Acquired from TVN acquisition
$
5,907

  Service cost
23

  Interest cost
10

  Foreign currency translation adjustment
149

As of April 1, 2016
6,089

Presented on the Condensed Consolidated Balance Sheets under:
 
Current portion (presented under “Accrued liabilities”)
187

Long-term portion (presented under “Other non-current liabilities”)
$
5,902

The plan was unfunded as of April 1, 2016. There were no amounts recognized in accumulated other comprehensive loss as of April 1, 2016. There are no contributions to the plan required by any laws or funding regulations, discretionary contributions or non-cash contributions expected to be made. Net periodic costs for the three months ended April 1, 2016 were $33,000.

The following assumptions were used in determining the Company’s pension obligation:
 
April 1, 2016
 Discount rate
2.0
%
 Mobility rate
2.2
%
 Salary progression rate
2.0
%

The Company evaluates the discount rate assumption annually. The discount rate used for the Company’s valuation study was based on the rate of long-term Euro zone AA rated 10 years corporate bonds as of December 31, 2015, which yielded 2.0%.

The Company also evaluates other assumptions related to demographic factors, such as retirement age, mortality rates and turnover periodically, updating them to reflect experience and expectations for the future. The mortality assumption related to the Company’s defined benefit pension plan used mortality tables published in January 2016 by the French National Institute of Statistics and Economic Studies.
Future benefits expected to be paid in each of the next five years, and in the aggregate for the five year period thereafter are as follows (in thousands):
Years ending December 31,
 
2016 (remaining nine months)
$
96

2017
120

2018
232

2019
373

2020
442

2021 - 2025
2,357

 
$
3,620


401(k) Plan
The Company has a retirement/savings plan for the U.S. employees which qualifies as a thrift plan under Section 401(k) of the Internal Revenue Code. This plan allows participants to contribute up to the applicable Internal Revenue Code limitations under the plan. The Company has made discretionary contributions to the plan of 25% of the first 4% contributed by eligible

27


participants, up to a maximum contribution per participant of $1,000 per year. The contributions for the three months ended April 1, 2016 and April 3, 2015 were $130,000 and $161,000, respectively.

Stock-based Compensation
The following table summarizes stock-based compensation expense for all plans (in thousands):
 
Three months ended
 
April 1,
2016
 
April 3,
2015
Stock-based compensation in:
 
 
 
Cost of revenue
$
227

 
$
528

Research and development expense
969

 
1,148

Selling, general and administrative expense
1,898

 
2,458

Total stock-based compensation in operating expense
2,867

 
3,606

Total stock-based compensation
$
3,094

 
$
4,134

As of April 1, 2016, the Company had approximately $12.3 million of unrecognized stock-based compensation expense related to the unvested portion of its stock options and RSUs that is expected to be recognized over a weighted-average period of approximately 2.0 years.
Valuation Assumptions
The Company estimates the fair value of employee stock options and stock purchase rights under the ESPP using a Black-Scholes option valuation model. The value of the stock purchase rights under the ESPP consists of: (1) the 15% discount on the purchase of the stock; (2) 85% of the fair value of the call option; and (3) 15% of the fair value of the put option. The call option and put option were valued using the Black-Scholes option pricing model. At the date of grant, the Company estimated the fair value of each stock option grant and stock purchase right granted under the ESPP using the following weighted average assumptions:
 
Employee Stock Options
 
Three months ended
 
April 1,
2016
 
April 3,
2015
Expected term (years)
4.30

 
4.70

Volatility
36
%
 
38
%
Risk-free interest rate
1.4
%
 
1.6
%
Expected dividends
0.0
%
 
0.0
%

 
ESPP Purchase Period Ending
 
June 30,
2016
 
June 30,
2015
Expected term (years)
0.50

 
0.49

Volatility
52
%
 
35
%
Risk-free interest rate
0.5
%
 
0.1
%
Expected dividends
0.0
%
 
0.0
%
Estimated weighted average fair value per share at purchase date
$1.17
 
$1.74
The expected term of the employee stock options represents the weighted-average period that the stock options are expected to remain outstanding. The computation of expected term was determined based on historical experience of similar awards, giving consideration to the contractual terms of the stock-based awards, vesting schedules and expectations of future employee behavior. The expected term of the stock purchase rights under the ESPP represents the period of time from the beginning of the offering period to the purchase date. The Company uses its historical volatility for a period equivalent to the expected term of the options to estimate the expected volatility. The risk-free interest rate that the Company uses in the Black-Scholes option valuation model is based on U.S. Treasury zero-coupon issues with remaining terms similar to the expected term. The

28


Company has never declared or paid any cash dividends and does not plan to pay cash dividends in the foreseeable future, and, therefore, used an expected dividend yield of zero in the valuation model.
The Company is required to estimate forfeitures at the time of grant and revise those estimates in subsequent periods if actual forfeitures differ from those estimates. The Company uses historical data to estimate pre-vesting option forfeitures and records stock-based compensation expense only for those awards that are expected to vest. All stock-based payment awards are amortized on a straight-line basis over the requisite service periods of the awards, which are generally the vesting periods.
The weighted-average fair value per share of options granted was $0.97 and $2.63 for the three months ended April 1, 2016 and April 3, 2015, respectively. The fair value of all stock options vested during each of the three months ended April 1, 2016 and April 3, 2015 were $0.9 million and $1.3 million, respectively.

There were no realized tax benefits attributable to stock options exercised in jurisdictions where this expense is deductible for tax purposes for the three months ended April 1, 2016. The total realized tax benefit attributable to stock options exercised during the three months ended April 3, 2015 was $120,000.

The aggregate fair value of all RSUs issued during the three months ended April 1, 2016 and April 3, 2015 were $6.6 million and $6.1 million, respectively.
NOTE 13: INCOME TAXES
The Company reported the following operating results for the periods presented (in thousands):
 
Three months ended
 
April 1,
2016
 
April 3,
2015
Loss before income taxes
$
(24,662
)
 
$
(2,943
)
Provision for (benefit from) income taxes
518

 
(286
)
Effective income tax rate
(2.1
)%
 
9.7
%
The Company operates in multiple jurisdictions and its profits are taxed pursuant to the tax laws of these jurisdictions. The Company’s effective income tax rate may be affected by changes in, or interpretations of tax laws and tax agreements in any given jurisdiction, utilization of net operating loss and tax credit carry forwards, changes in geographical mix of income and expense, and changes in management’s assessment of matters such as the ability to realize deferred tax assets. The Company’s effective tax rate varies from year to year primarily due to the absence of several onetime, discrete items that benefited or decremented the tax rates in the previous years.
The Company’s effective income tax rate of (2.1)% for the three months ended April 1, 2016 was different from the U.S. federal statutory rate of 35%, primarily due to favorable tax rates associated with certain earnings from operations in lower-tax jurisdictions, and the tax benefit from the realization of certain deferred tax assets as a result of the TVN acquisition, partially offset by the increase in the valuation allowance against U.S. federal, California and other state deferred tax assets, detriment from non-deductible stock-based compensation, non-deductible amortization of foreign intangibles, and the net of various discrete tax adjustments. For three months ended April 1, 2016, the discrete adjustments to the Company's tax expense were primarily the accrual of interest on uncertain tax positions and withholding taxes. In addition, the impairment charge of the Vislink investment in the three months ended April 1, 2016 received no tax benefit. (See Note 5, “Investments in Other Equity Securities” for additional information on the Vislink impairment charge).
In the three months ended April 3, 2015, the Company's effective income tax rate was 9.7%. The rate for the three months ended April 3, 2015 is lower than the U.S. federal statutory rate of 35% primarily because the loss before income taxes for three months ended April 3, 2015 included the loss on impairment of VJU investment for which no tax benefit can be recognized. The effective tax rate for the three months ended April 3, 2015 excluding the loss on impairment of VJU would be approximately 65% and this is higher than the U.S. federal rate of 35% primarily due to an increase in the Company's U.S. current and non-current income tax payable as well as maintaining a full valuation allowance against all of the Company's U.S. deferred tax assets.
The Company files U.S. federal and state, and foreign income tax returns in jurisdictions with varying statutes of limitations during which such tax returns may be audited and adjusted by the relevant tax authorities. The 2012 through 2015 tax years generally remain subject to examination by most state tax authorities in the United States. The Company’s income tax return for 2012 is currently under examination by the U.S. Internal Revenue Service, which commenced in August 2015, and the 2013 through 2015 tax years remain subject to examination by the U.S. federal tax authority. In significant foreign jurisdictions, the

29


2007 through 2015 tax years generally remain subject to examination by their respective tax authorities. A subsidiary of the Company is under audit for the 2012 and 2013 tax years, which commenced in the first quarter of 2015, by the Israel tax authority. If, upon the conclusion of these audits, the ultimate determination of taxes owed in the United States or Israel is for an amount in excess of the tax provision the Company has recorded in the applicable period, the Company’s overall tax expense, effective tax rate, operating results and cash flow could be materially and adversely impacted in the period of adjustment.
On July 27, 2015, the U.S. Tax Court issued an opinion in Altera Corp. v. Commissioner, 145 T.C. No. 3 (2015) related to the treatment of stock-based compensation expense in an intercompany cost-sharing arrangement. A final decision was entered by the U.S. Tax Court on December 1, 2015. On February 19, 2016, the U.S. Internal Revenue Service filed a notice of appeal in Altera Corp. v. Commissioner, 145 T.C. No. 3 (2015), to the Ninth Circuit Court of Appeal. The Ninth Circuit will decide whether a regulation that mandates that stock-based compensation costs related to the intangible development activity of a qualified cost sharing arrangement (a “QCSA”) must be included in the joint cost pool of the QCSA (the “all costs rule”) is consistent with the arm’s length standard as set forth in Section 482 of the Internal Revenue Code. The Company concluded that no adjustment to the consolidated financial statements as of December 31, 2015 is appropriate at this time due to the uncertainties with respect to the ultimate resolution of this case.
The Company’s operations in Switzerland are subject to a reduced tax rate under the Switzerland tax holiday which requires various thresholds of investment and employment in Switzerland. The Company has met these various thresholds and the Switzerland tax holiday is effective through the end of 2018.
As of April 1, 2016, the total amount of gross unrecognized tax benefits, including interest and penalties, was approximately $16.2 million, of which $3.9 million would affect the Company’s effective tax rate if the benefits are eventually recognized.  The remaining gross unrecognized tax benefit does not affect the Company’s effective tax rate as it relates to positions that would be settled with tax attributes such as net operating loss carryforward or tax credits previously subject to a valuation allowance. The Company recognizes interest and penalties related to unrecognized tax positions in income tax expense. The Company had $0.5 million of gross interest and penalties accrued as of April 1, 2016. The Company will continue to review its tax positions and provide for, or reverse, unrecognized tax benefits as issues arise. As of April 1, 2016, the Company anticipates that the balance of gross unrecognized tax benefits will remain substantially unchanged over the next 12 months.

NOTE 14: INCOME (LOSS) PER SHARE
The following table sets forth the computation of the basic and diluted net loss per share (in thousands, except per share amounts):
 
Three months ended
 
April 1,
2016
 
April 3,
2015
Numerator:
 
 
 
Net loss
$
(25,180
)
 
$
(2,657
)
Denominator:
 
 
 
Weighted average number of common shares outstanding
 
 
 
Basic and diluted
76,996

 
88,655

Net loss per share:
 
 
 
Basic and diluted
$
(0.33
)
 
$
(0.03
)

30


The diluted net loss per share is the same as basic net loss per share for the three months ended April 1, 2016 and April 3, 2015 because potential common shares are only considered when their effect would be dilutive. The following table sets forth the potential weighted common shares outstanding that were excluded from the computation of basic and diluted net loss per share calculations (in thousands):
 
Three months ended
 
April 1,
2016
 
April 3,
2015
Stock options
5,548

 
7,088

RSUs
1,772

 
2,049

Stock purchase rights under the ESPP
59

 
504

   Total
7,379

 
9,641

Also excluded from the table above are the Notes, which are convertible under certain conditions into an aggregate of 22,304,348 shares of common stock. (See Note 11, “Convertible Notes, Other Debts and Capital Leases” for additional information on the Notes). Since the Company’s intent is to settle the principal amount of the Notes in cash, the treasury stock method is being used to calculate any potential dilutive effect of the conversion spread on diluted net income per share, if applicable. The conversion spread will have a dilutive impact on diluted net income per share when the Company’s average market price of its common stock for a given period exceeds the conversion price of $5.75 per share.

NOTE 15: SEGMENT INFORMATION
Operating segments are defined as components of an enterprise that engage in business activities for which separate financial information is available and evaluated by the Company’s Chief Operating Decision Maker ( the “CODM”), which for Harmonic is its Chief Executive Officer, in deciding how to allocate resources and assess performance. Based on our internal reporting structure, the Company consists of two operating segments: Video and Cable Edge, and prior to the fourth quarter of 2014, the Company operated its business in only one reportable segment. The operating segments were determined based on the nature of the products offered. The Video segment sells video processing and production and playout solutions and services worldwide to broadcast and media companies, streaming new media companies, cable operators, and satellite and telecommunications (telco) Pay-TV service providers. The Cable Edge segment sells cable edge solutions and related services to cable operators globally.
The Company does not allocate amortization of intangibles, stock-based compensation, restructuring and asset impairment charges, and certain other non-recurring charges to the operating income for each segment because management does not include this information in the measurement of the performance of the operating segments. A measure of assets by segment is not applicable as segment assets are not included in the discrete financial information provided to the CODM.
On February 29, 2016, the Company completed its acquisition of 100% of the equity interests of TVN and assigned TVN to its Video operating segment.

The following tables provide summary financial information by reportable segment (in thousands):


31



 
Three months ended
 
April 1, 2016
 
April 3, 2015
Net revenue:


 


  Video
$
65,008

 
$
69,282

  Cable Edge
16,824

 
34,734

Total consolidated net revenue
$
81,832

 
$
104,016

 


 


Operating income (loss):


 


  Video
$
(7,347
)
 
$
(90
)
  Cable Edge
(1,853
)
 
6,188

Total segment operating income (loss)
(9,200
)
 
6,098

Unallocated corporate expenses*
(5,679
)
 
(44
)
Stock-based compensation
(3,094
)
 
(4,134
)
Amortization of intangibles
(2,783
)
 
(1,907
)
Loss from operations
(20,756
)
 
13

Non-operating expense
(3,906
)
 
(2,956
)
Loss before income taxes
$
(24,662
)
 
$
(2,943
)

*Unallocated corporate expenses include certain corporate-level operating expenses and charges such as restructuring and asset impairment charges, excess facilities charges and TVN acquisition- and integration-related costs.

NOTE 16: COMMITMENTS AND CONTINGENCIES
Leases
Future minimum lease payments under non-cancelable operating leases as of April 1, 2016 are as follows (in thousands):
Years ending December 31,
 
2016 (remaining nine months)
$
9,804

2017
13,000

2018
11,725

2019
10,212

2020
7,585

Thereafter
10,610

Total
$
62,936


32


Warranties
The Company accrues for estimated warranty costs at the time of product shipment. Management periodically reviews the estimated fair value of its warranty liability and records adjustments based on the terms of warranties provided to customers, historical and anticipated warranty claims experience, and estimates of the timing and cost of warranty claims. Activity for the Company’s warranty accrual, which is included in accrued liabilities, is summarized below (in thousands):
 
Three months ended
 
April 1,
2016
 
April 3,
2015
Balance at beginning of period
$
3,913

 
$
4,242

   Balance assumed from TVN acquisition
1,012

 

   Accrual for current period warranties
1,259

 
1,595

   Changes in liability related to pre-existing warranties

 

   Warranty costs incurred
(1,218
)
 
(1,746
)
Balance at end of period
$
4,966

 
$
4,091

Purchase Commitments with Contract Manufacturers and Other Suppliers
The Company relies on a limited number of contract manufacturers and suppliers to provide manufacturing services for a substantial majority of its products. In addition, some components, sub-assemblies and modules are obtained from a sole supplier or limited group of suppliers. During the normal course of business, in order to reduce manufacturing lead times and ensure adequate component supply, the Company enters into agreements with certain contract manufacturers and suppliers that allow them to procure inventory and services based upon criteria defined by the Company. The Company had approximately $19.8 million of non-cancelable purchase commitments with contract manufacturers and other suppliers as of April 1, 2016.
Standby Letters of Credit and Guarantees
The Company’s financial guarantees consisted of standby letters of credit and bank guarantees. As of April 1, 2016, the Company had $0.7 million of standby letters of credit outstanding primarily related to its credit card facility in Switzerland and, to a lesser extent, performance bond and state requirements imposed on employers. In addition, the Company had $1.9 million bank guarantees outstanding as of April 1, 2016, of which $1.3 million was related to a building lease for the TVN French Subsidiary, $0.3 million was related to the building leases in Israel, and the remaining amount was mostly related to performance bonds issued to customers of the TVN French Subsidiary.
Indemnification
Harmonic is obligated to indemnify its officers and the members of its Board of Directors (the “Board”) pursuant to its bylaws and contractual indemnity agreements. Harmonic also indemnifies some of its suppliers and most of its customers for specified intellectual property matters pursuant to certain contractual arrangements, subject to certain limitations. The scope of these indemnities varies, but, in some instances, includes indemnification for damages and expenses (including reasonable attorneys’ fees). There have been no amounts accrued in respect of these indemnification provisions through April 1, 2016.
Contingencies
The TVN acquisition is subject to post-closing adjustments as set forth in the TVN Purchase Agreement to be determined within 90 days from the acquisition date in amounts respectively capped to (i) the difference between €76 million (as converted from euros into U.S. dollars) and $75 million, with respect to an adjustment based on TVN’s 2015 revenue, and (ii) $5 million with respect to an adjustment based on TVN’s 2015 backlog that ships during the first half of 2016. As of April 1, 2016, the Company has recorded an estimated contingent consideration of approximately $8.0 million, which has not been paid to date.

Legal proceedings
From time to time, the Company is involved in lawsuits as well as subject to various legal proceedings, claims, threats of litigation, and investigations in the ordinary course of business, including claims of alleged infringement of third-party patents and other intellectual property rights, commercial, employment, and other matters. The Company assesses potential liabilities in connection with each lawsuit and threatened lawsuits and accrues an estimated loss for these loss contingencies if both of the following conditions are met: information available prior to issuance of the financial statements indicates that it is probable that a liability has been incurred at the date of the financial statements and the amount of loss can be reasonably estimated. While certain matters to which the Company is a party specify the damages claimed, such claims may not represent reasonably

33


possible losses. Given the inherent uncertainties of litigation, the ultimate outcome of these matters cannot be predicted at this time, nor can the amount of possible loss or range of loss, if any, be reasonably estimated.

In October 2011, Avid Technology, Inc. (“Avid”) filed a complaint in the United States District Court for the District of Delaware alleging that the Company’s Media Grid product infringes two patents held by Avid. A jury trial on this complaint commenced on January 23, 2014 and, on February 4, 2014, the jury returned a unanimous verdict in favor of the Company, rejecting Avid’s infringement allegations in their entirety. On May 23, 2014, Avid filed a post-trial motion asking the court to set aside the jury’s verdict, and the judge issued an order on December 17, 2014, denying the motion. On January 5, 2015, Avid filed an appeal with respect to the jury’s verdict with the Federal Circuit, which was docketed on January 9, 2015, as Case No. 2015-1246. Avid filed its opening brief with respect to this appeal on March 24, 2015, the Company filed its response brief on May 7, 2015, and Avid filed its reply brief on June 16, 2015. Oral arguments were held on December 11, 2015. On January 29, 2016, the Federal Circuit issued an order vacating the verdict of noninfringement and remanding the case to the trial court for a new trial on infringement. On February 26, 2016, Harmonic filed a request for rehearing and rehearing en banc at the Federal Circuit. On March 31, 2016, the Federal Circuit denied the request for rehearing and rehearing en banc and a mandate issued on April 8, 2016. A status conference was held with the District Court on April 14, 2016. A supplemental claim construction hearing is scheduled for May 27, 2016. There are currently no deadlines beyond the claim construction hearing.

In June 2012, Avid served a subsequent complaint in the United States District Court for the District of Delaware alleging that the Company’s Spectrum product infringes one patent held by Avid. The complaint seeks injunctive relief and unspecified damages. In September 2013, the U.S. Patent Trial and Appeal Board (“PTAB”) authorized an inter partes review to be instituted as to claims 1-16 of the patent asserted in this second complaint. A hearing before the PTAB was conducted on May 20, 2014. On July 10, 2014, the PTAB issued a decision finding claims 1-10 invalid and claims 11-16 not invalid. The Company filed an appeal with respect to the PTAB’s decision on claims 11-16 on September 11, 2014. The appeal was docketed with the Federal Circuit on October 22, 2014, as Case No. 2015-1072, and the Company filed its opening brief with respect to this appeal on January 29, 2015. Avid and PTAB each filed a response brief on April 27, 2015, and the Company filed a reply brief on May 28, 2015. Oral arguments were held on October 8, 2015. The Federal Circuit issued an order on March 1, 2016, affirming the PTAB’s decision and a mandate issued on April 7, 2016.  The litigation is currently stayed.

The Company is unable to predict the outcome of these lawsuits and therefore is unable to estimate an amount or range of any reasonably possible losses resulting from them. An unfavorable outcome on any litigation matter could require that the Company pay substantial damages, or, in connection with any intellectual property infringement claims, could require that the Company pay ongoing royalty payments or could prevent the Company from selling certain of its products. As a result, a settlement of, or an unfavorable outcome on, any of the matters referenced above or other litigation matters could have a material adverse effect on the Company’s business, operating results, financial condition and cash flows.

NOTE 17: STOCKHOLDERS’ EQUITY
Accumulated Other Comprehensive Income (Loss) (“AOCI”)
The components of AOCI, on an after-tax basis where applicable, were as follows (in thousands):
 
Foreign Currency Translation Adjustments
 
Unrealized Gains (Losses) on Cash Flow Hedges
 
Unrealized Gains (Losses) on Available-for-Sale Investments
 
Total
Balance as of December 31, 2015
$
(2,634
)
 
$
(246
)
 
$
(1,538
)
 
$
(4,418
)
Other comprehensive income before reclassifications
1,934

 
323

 
79

 
2,336

Amounts reclassified from AOCI

 
78

 
1,476

 
1,554

Provision for income taxes

 

 
(18
)
 
(18
)
Balance as of April 1, 2016
$
(700
)
 
$
155

 
$
(1
)
 
$
(546
)
The effects of amounts reclassified from AOCI into the Condensed Consolidated Statement of Operations were as follows (in thousands):

34


 
Three months ended
 
April 1, 2016
 
April 3, 2015
Gains (losses) on cash flow hedges from foreign currency contracts:
 
 
 
  Cost of revenue
$
(10
)
 
$
7

  Operating expenses
(68
)
 
42

    Total reclassifications from AOCI
$
(78
)
 
$
49

The loss on available-for-sale securities of $1.5 million reclassified from AOCI into the Condensed Consolidated Statement of Operations was included under “Loss on impairment of long-term investment”.
Common Stock Repurchases
On April 24, 2012, the Board approved a stock repurchase program that provided for the repurchase of up to $25 million of the Company’s outstanding common stock. Under the program, the Company is authorized to repurchase shares of common stock in open market transactions or pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). From time to time, the Board may approve further increases to the program and the amount approved for this program was increased to $300 million periodically through May 2014 and the repurchase period has been extended through the end of 2016. The timing and actual number of shares repurchased, if any, will depend on a variety of factors, including the price and availability of our shares, trading volume and general market conditions. The purchases are funded from available working capital. The program may be suspended or discontinued at any time without prior notice.
There were no stock repurchases in the first quarter of 2016 and the remaining authorized amount for stock repurchases under this program was $45.7 million as of April 1, 2016. For additional information, see “Item 2 - Unregistered sales of equity securities and use of proceeds” of this Quarterly Report on Form 10-Q.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The terms “Harmonic,” the “Company,” “we,” “us,” “its,” and “our,” as used in this Quarterly Report on Form 10-Q (this “Form 10-Q”), refer to Harmonic, Inc. and its subsidiaries and its predecessors as a combined entity, except where the context requires otherwise.
Some of the statements contained in this Form 10-Q are forward-looking statements that involve risk and uncertainties. The statements contained in this Form 10-Q that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, without limitation, statements regarding our expectations, beliefs, intentions or strategies regarding the future. In some cases, you can identify forward-looking statements by terminology such as, “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “intends,” “estimates,” “predicts,” “potential,” or “continue” or the negative of these terms or other comparable terminology. These forward-looking statements include, but are not limited to, statements regarding:
developing trends and demands in the markets we address, particularly emerging markets;
economic conditions, particularly in certain geographies, and in financial markets;
new and future products and services;
capital spending of our customers;
our strategic direction, future business plans and growth strategy;
industry and customer consolidation;
expected demand for and benefits of our products and services;
seasonality of revenue and concentration of revenue sources;
expectations regarding the impact of our TVN acquisition;
the potential impact of our continuing stock repurchase plan;
potential future acquisitions and dispositions;

35


anticipated results of potential or actual litigation;
our competitive environment;
the impact of governmental regulation;
anticipated revenue and expenses, including the sources of such revenue and expenses;
expected impacts of changes in accounting rules;