Stockholders' Equity

12 Months Ended

Dec. 31, 2013

Equity [Abstract]

Stockholders' Equity

STOCKHOLDERS’ EQUITY

Preferred Stock

Harmonic has 5,000,000 authorized shares of preferred stock. In July 2002, the Company classified 100,000 of these shares as Series A Participating Preferred Stock in connection with the Board’s same day approval and adoption of a stockholder rights plan. This plan had a term of ten years and it expired in July 2012.

Common Stock Issuances

During the year ended December 31, 2010, the Company issued 14,150,122 shares of common stock as part of the consideration for the purchase of all of the outstanding shares of Omneon. The shares had a fair market value of $95.9 million at the time of issuance. To secure post-closing indemnification obligations of the holders of Omneon capital stock, the Company deposited into escrow an aggregate of approximately $21.0 million in cash and 1,926,920 shares of the Company’s common stock that would otherwise have been issued to those holders. In the first quarter of 2012, the Company submitted an indemnification claim for reimbursement from escrow and received reimbursement of $0.8 million, representing $0.5 million of cash and 40,372 shares of common stock valued at $0.3 million. The return of shares was reflected as a reduction in common stock and additional paid-in-capital. The reimbursement was for previously expensed legal and tax costs incurred by the Company following the date of acquisition. The indemnification period ended on March 15, 2012, and the remaining cash and shares remaining in escrow were distributed to the holders of Omneon capital stock.

Common Stock Repurchases

In 2012, the Company’s Board of Directors (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 at prices deemed appropriate by management, subject to certain pre-determined price/volume guidelines established, from time to time, by the Board. The timing, manner, price and amount of shares repurchased, if any, under the program depends 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, terminated or modified at any time for any reason. The repurchase program does not obligate us to acquire any specific number of shares, and all open market repurchases will be made in accordance with Exchange Act Rule 10b-18, which sets certain restrictions on the method, timing, price and volume of open market stock repurchases.

During 2012, under the program, the Company repurchased and retired approximately 5.1 million shares of its common stock at an average price of $4.43 per share, for an aggregate purchase price of approximately $22.6 million.

During 2013, the Company's Board approved $195 million in increases to the program, increasing the aggregate authorized amount of the program to $220 million. On February 6, 2013, the Board approved a modification to the program that permits the Company to also repurchase its common stock pursuant to a plan that meets the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934. The repurchase program is scheduled to expire in December 2014.

During 2013, the Company repurchased and retired from open market transactions approximately 6.3 million shares of its common stock at an average share price of $6.48 per share for an aggregate price of $40.6 million. In addition, $76.0 million, including $1.0 million of expenses, was spent in the Company's "modified Dutch auction" tender offer, which closed on May 24, 2013. Under the tender offer, the Company repurchased and retired approximately 12.0 million shares of its common stock at $6.25 per share.

As of December 31, 2013, the Company had utilized approximately $138.2 million cumulatively to repurchase and retire approximately 23.4 million shares of its common stock under the program, including under the Company's tender offer, and approximately $81.8 million was available for future repurchases under this program. The Company charges the excess of cost over par value for the repurchase of its common stock to additional paid-in-capital.

Accumulated Other Comprehensive Loss

The components of accumulated other comprehensive loss were as follows (in thousands):

	December 31,
	2013			2012
Foreign currency translation adjustments	$	(242	)	$	(502	)
Unrealized gain on investments	33			37
Accumulated other comprehensive loss	$	(209	)	$	(465	)