Stockholders' Equity

12 Months Ended

Dec. 31, 2014

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 same day approval and adoption of a stockholder rights plan by the Company’s Board of Directors (the “Board”). 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 April 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. In January 2013, the Board approved a $75 million increase to the existing $25 million stock repurchase program. In February 2013, the Board approved a further $35 million increase to the program upon the closing of a sale of the Company’s cable access HFC business and in July 2013, the Board approved an additional $85 million increase to the program. On May 14, 2014, the Board approved a further $80 million increase to the program, resulting in an aggregate authorized purchase of $300 million under the program and the repurchase period was extended through the end of 2016.

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 Exchange Act. 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.

During 2012, the Company repurchased 5.1 million shares of its common stock at an average price of $4.43 per share for an aggregate purchase price of $22.6 million. During 2013, the Company repurchased from open market transactions 6.3 million shares of its common stock at an average share price of $6.48 per share for an aggregate purchase price of $40.6 million. In addition, $76.0 million, including $1.0 million of expenses, was spent in the "modified Dutch auction" tender offer, which closed on May 24, 2013. Under the tender offer, the Company repurchased 12.0 million shares of its common stock at $6.25 per share. During 2014, the Company repurchased 13.9 million shares of its common stock at an average share price of $6.70 per share for an aggregate purchase price of $93.1 million. As of December 31, 2014, the Company had repurchased 37.3 million shares of common stock under this program at a weighted average price of $6.21 per share for an aggregate purchase price of $232.3 million, including $1.0 million of expenses. The remaining authorized amount for repurchases under this program was $68.7 million as of December 31, 2014. The excess of cost over par value for the repurchase of the Company's common stock is recorded to additional paid-in-capital.

Accumulated Other Comprehensive Loss

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

	December 31,
	2014			2013
Foreign currency translation adjustments	$	(1,523	)	$	(242	)
Unrealized gain (loss) on investments, net of taxes	(768		)	33
Unrealized gains on cash flow hedges	$	311		$	—
Total accumulated other comprehensive loss	$	(1,980	)	$	(209	)

There has been no reclassification of other comprehensive gain (loss) into the Consolidated Statement of Operations.