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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1
(Mark One)
[X] Quarterly report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 for the quarterly period ended
September 29, 2000
OR
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period
from __________ to ___________
Commission File No. 0-25826
HARMONIC INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 77-0201147
(State of incorporation) (I.R.S. Employer Identification No.)
549 Baltic Way
Sunnyvale, CA 94089
(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 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 X No
----- -----
As of September 29, 2000 there were 57,777,217 shares of the Registrant's Common
Stock outstanding.
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HARMONIC INC.
Form 10-Q/A
This report on Form 10-Q/A constitutes Amendment No. 1 to the Registrant's Form
10-Q for the quarter ended September 29, 2000. This report amends certain
information contained in Part I, Item 1, Note 9.
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HARMONIC INC.
Form 10-Q/A
NOTE 9 - SEGMENT REPORTING
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 chief operating decision maker. Prior to the acquisition of the
DiviCom business, Harmonic was organized as one operating segment. On May 3,
2000, Harmonic completed the acquisition of the DiviCom business, thus changing
its organizational structure. The merged company has been organized into two
operating segments: Broadband Access Networks ("BAN") for fiber optic systems,
and Convergent Systems ("CS") for digital headend systems. These segments do not
correspond to the pre-merger companies in significant ways. For example,
Harmonic's TRANsend and CyberStream product lines are part of the CS segment.
Each of these operating segments require their own development and marketing
strategies and therefore have separate management teams, however, a worldwide
sales, sales support and systems integration group supports both operating
segments.
The results of the reportable segments are derived directly from the Company's
management reporting system. These results reported below are based on
Harmonic's method of internal reporting and are not necessarily in conformity
with generally accepted accounting principles. Subsequent to the acquisition of
DiviCom, management commenced measuring the performance of each segment based on
several metrics, including revenue, and income or loss from operations. These
results are used, in part, to evaluate the performance of, and allocate
resources to each of the segments. Revenue for the prior periods has been
reclassified to reflect the new organizational structure. The reclassified
revenue for the prior periods reflects only Harmonic's revenue, and not the
historical revenue of the DiviCom business. However, income or loss from
operations is not available and is impractical to prepare for the periods prior
to the quarter ended June 30, 2000, and accordingly, has not been presented. Net
income or loss, and assets and liabilities are not internally reported by
business segment.
THREE MONTHS ENDED NINE MONTHS ENDED
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SEPTEMBER 29, OCTOBER 1, SEPTEMBER 29, OCTOBER 1,
2000 1999 2000 1999
------------- ---------- ------------- ----------
Net Sales:
Broadband Access Networks $ 40,335 $50,284 $149,337 $114,010
Convergent Systems 27,836 2,340 61,660 6,779
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Total net sales $ 68,171 $52,624 $210,997 $120,789
======== ======= ======== ========
Income (loss) from operations:
Broadband Access Networks $ 3,174
Convergent Systems (10,706)
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Total segment loss from
operations (7,532)
--------
Amortization of goodwill and other
intangibles (87,998)
In-process research and development (1,100)
Interest and other income, net 3,377
Corporate and unallocated costs,
and eliminations (4,694)
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Loss before income taxes $(97,947)
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Dated: November 22, 2000
HARMONIC INC.
(Registrant)
By: /s/ Robin N. Dickson
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Robin N. Dickson
Chief Financial Officer
(Principal Financial and Accounting
Officer)