Posts Tagged ‘Harris Broadcast Sale’

Harris Corp Completes Sale of Broadcast Business to The Gores Group

Broadcast Vendor M&A, SEC Filings | Posted by Joe Zaller
Feb 04 2013

Harris Corporation has completed the sale of its Broadcast Communications Division (Harris BCD) to The Gores Group, a Los Angeles based private equity firm.

Contractual details of the Asset Sale Agreement between Harris and The Gores Group can be viewed here.

The completion of the deal means that Harris Corp is now officially out of the broadcast business, after 50+ year run as one of the broadcast industry’s most significant technology vendors.  However, it appears that, for now at least, BCD will continue to be called Harris Broadcast.

Harris Morris, CEO of Harris Broadcast said “This is an exciting new chapter for Harris Broadcast, our employees and our customers. The Gores Group is an ideal fit to help us move the business forward and help drive innovation, streamline operations and improve customer service. They will also provide us additional resources such as a flexible capital base and introduce new talent to the Company.”

Carl Vogel, a veteran of the cable television and satellite industry, is a senior advisor to The Gores Group and will be a member of the Gores team providing advice and strategic guidance to the Company.

Ryan Wald, Managing Director of The Gores Group added, “We anticipate great things from Harris Broadcast. The Company has proven technology, great products and an outstanding team. With our equity capital and guidance we are confident that Harris Broadcast will transition to a strong independent company that will continue to develop and deliver market leading technology and service to its customers.”

The headline valuation of the deal was $225m, comprised of “$160m in cash, a $15m subordinated promissory note and an earnout of up to $50m based on future performance.”  According to a Harris 8-K filing with the SEC, the terms of the earnout state that in each of the four calendar years from 2013 through 2016, Harris Corporation will receive a contingent payment (in cash) of twenty percent of the revenue of Harris BCD that is in excess of a specified target revenue amount. The target revenue amount required to trigger the contingency payment to Harris Corporation was not specified, so it is difficult to judge how likely it is that the payment will be triggered. This contingent payment amount is subject to an annual cap of $25m in each calendar year (2013 – 2016).

The price paid by Gores for BCD is lower than what Harris executives previously indicated they hoped to achieve.  As a result, Harris Corp recently recorded a non-cash impairment charge of $98m relating to the sale of BCD. This is fourth time the company has written down the value of BCD during the sale process.

Following the most recent write-down of BCD’s book value, the company was contacted by SEC staff regarding the timing of the impairment charges relating to BCD. According to a filing with securities regulators, Harris provided the SEC with the following explanation:

“As of our June 29, 2012 year-end, we wrote down the carrying value of Broadcast Communications (“BCD”) to $461 million, which represented the lower of carrying value ($461 million) or estimated fair value of $490 million less estimated costs to sell of $26.5 million (or $463.5 million). With the assistance of a third-party valuation consultant, we estimated the fair value at that time to be $490 million based on discounted cash flow analysis and an analysis of sale transactions and public company market multiples for companies in markets similar to BCD. This analysis yielded estimated fair values ranging from $487 to $496 million, and included assumptions that reflected expected conditions in the markets BCD operates in. Our analysis was corroborated by a valuation summary prepared by the investment banker we engaged to assist with the sale of BCD and preliminary indications of value from potential purchasers of BCD which we received in early August 2012. Accordingly, we believe the net assets of BCD were appropriately valued at June 29, 2012.

“Unexpected changes in facts and circumstances caused us to conclude impairment indicators were present relative to BCD at the conclusion of our first fiscal quarter ended September 28, 2012. As a result of weaker than expected market conditions and general uncertainty in the market surrounding the BCD sale process, BCD unexpectedly reported lower than forecasted revenue, operating income and cash flows for the first quarter of fiscal 2013. BCD’s lower first quarter results and a lower confidence level in BCD’s ability to meet future financial forecasts resulted in lower preliminary bids from interested parties received during the last week of October ranging from $175 to $310 million. Further, we updated our discounted cash flow analysis as of September 28, 2012 by adjusting our assumptions of expected revenues, operating income and cash flows. Specifically, we reduced our revenue projections, increased projected working capital requirements and applied higher discount rates to reflect greater uncertainty surrounding BCD’s current and future expected financial results. As a result of the lower preliminary bids, our updated discounted cash flow analysis and a revised valuation summary prepared by our investment banker, we reduced the carrying value of BCD as of September 28, 2012 to $287.2 million (estimated fair value of $300 million, less estimated selling costs of $12.8 million), resulting in a non-cash impairment charge of $216.5 million.”

 

Recent Performance of Harris BCD

According to a recent 10-Q filing with the SEC, Harris said its discontinued operations, the vast majority of which relate to BCD performed as follows:

 

 Results of Harris Discontinued Operations Through Fiscal Q2 2013

 

Looking to the Future of Harris Broadcast

Now under new ownership, Harris Broadcast remains one of the largest vendors in the broadcast technology space.  The completion of deal means the company can now put behind it the uncertainty that has surrounded it since Harris Corp announced its intention to divest the business. As an independent company Harris Broadcast can now focus entirely on its core business and execute its strategy for growth and profitability.  It will be interesting to watch the actions the company takes between now and the 2013 NAB Show, which will be the first major public appearance of the new company.

 

 

Related Content:

Harris Corp Press Release: Harris Corporation Completes Sale of its Broadcast Communications Business to The Gores Group

Gores Group Press Release: The Gores Group Completes Acquisition of Harris Broadcast Communications

Harris Corp 10-Q Filing for the Quarterly Period Ended December 28, 2012

ASSET SALE AGREEMENT by and between HARRIS CORPORATION and GORES BROADCAST SOLUTIONS, INC. Dated as of December 5, 2012

Harris Corporation — Correspondence with SEC Regarding Write-Down of the Value of Harris BCD

Harris Corp Reports Q2 2013 Earnings, Writes Down Value of Broadcast Business by Additional $98 Million, Expects BCD Sale to Close in February

Harris Corporation Discloses Structure of Promissory Note and Earnout Provision in Sale of Broadcast Communications Division

Harris Corporation to Sell Broadcast Business to The Gores Group for $225 Million

Harris Corp Announces Q1 FY 2013 Results, Further Writes Down Value of Broadcast Business

Harris Corporation To Divest Broadcast Business

Analyzing the Sale of the Harris Broadcast Division

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Harris Corp Reports Q2 2013 Earnings, Writes Down Value of Broadcast Business by Additional $98 Million, Expects BCD Sale to Close in February

Broadcast technology vendor financials, Broadcast Vendor M&A, Quarterly Results, SEC Filings | Posted by Joe Zaller
Jan 29 2013

Against a backdrop of what CEO William Brown called a “very difficult and uncertain government spending environment,” Harris Corporation announced that its revenue in the second quarter of fiscal 2013 was $1.29Bn compared with $1.31Bn during the same period a year ago.

GAAP income from continuing operations was $142m, or $1.25 per diluted share, compared with $136m, or $1.18 per diluted share.

Harris had little to say about its Broadcast Communications Division (BCD) other than the fact that it has “entered into a definitive asset sale agreement with Gores Broadcast Solutions, Inc., an affiliate of The Gores Group, LLC, relating to the sale of Broadcast Communications.”

The company also disclosed that it recorded a non-cash impairment charge of $98m relating to the sale of BCD.

Harris has written down the value of BCD on three previous occasions. The most recent write-down was in October 2012 when the company said that based on “recent indicators of value during the first quarter of fiscal 2013, including market, financial performance and indications of value from interested parties,” it had recorded non-cash impairment charges in discontinued operations totaling $222m. Harris said that the “vast majority” of this write-down was related to BCD, with only about $6m attributed to the company’s Cyber Integrated Solutions business, which was also discontinued in 2012.

At that time, Brown said that as a result of this charge, Harris had put a net book value of $287m on Harris BCD, which he said provided an “indication of the value we expect to receive” from the sale of the broadcast business.

When Harris announced the deal to sell its broadcast business to PE firm the Gores Group in December 2012, the company put a headline value of $225m on the transaction, or $62m lower than the value Brown had telegraphed to the market two months earlier.

However, through the BCD sale press release and a subsequent regulatory filing with the SEC, Harris disclosed that the terms of its deal with the Gores Group was made up of “a cash payment of $160m, a $15m subordinated promissory note (payable 15 months after closing), and an earnout of up to $50m based on future performance.”

Today’s disclosure that Harris has recorded an additional $98m impairment charge against the value of BCD, means the broadcast business is now valued on its books at $189m. This implies that after receiving the $160m cash payment, and the payment of the $15m promissory note ($16.125m with interest), Harris is not being overly optimistic that it will receive the full potential value of the earnout provision.

Nevertheless, Harris CFO Gary McArthur told analysts that the company “continues[s] to plan to purchase an additional $200 million in shares upon the successful conclusion of the broadcast sale,” something that both McArthur and Brown have reiterated since announcing the intent to divest BCD in May 2012.

McArthur also said that the company expects to close the sale of BCD in early February 2013, thereby ending the company’s 50+ year run as one of the broadcast industry’s most significant technology vendors.

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Related Content:

Press Release: Harris Corporation Reports Fiscal 2013 Second Quarter Results

Harris Corporation Discloses Structure of Promissory Note and Earnout Provision in Sale of Broadcast Communications Division

Harris Corporation to Sell Broadcast Business to The Gores Group for $225 Million

Harris Corp Announces Q1 FY 2013 Results, Further Writes Down Value of Broadcast Business

Harris Corporation To Divest Broadcast Business

Analyzing the Sale of the Harris Broadcast Division

Harris Corporation Shuts Down Cyber Integrated Solutions Business

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Harris Corporation Discloses Structure of Promissory Note and Earnout Provision in Sale of Broadcast Communications Division

Broadcast Vendor M&A, SEC Filings | Posted by Joe Zaller
Dec 06 2012

When Harris Corporation announced earlier today that it had signed an agreement to sell its Broadcast Communications Division (Harris BCD) to The Gores Group (TGG), the company said that the terms of the deal included “a cash payment of $160m, a $15m subordinated promissory note, and an earnout of up to $50m based on future performance.”

Harris Corp subsequently issued a regulatory filing that provides more detail on the promissory note and the terms of the earnout.

The $15m subordinated promissory note is payable fifteen months after closing, accrues simple annual interest at six percent, and is unsecured.

The terms of the earnout state that in each of the four calendar years from 2013 through 2016, Harris Corporation will receive a contingent payment (in cash) of twenty percent of the revenue of Harris BCD that is in excess of a specified target revenue amount.

The target revenue amount required to trigger the contingency payment to Harris Corporation was not specified, so it is difficult to judge how likely it is that the payment will be triggered.

This contingent payment amount is subject to an annual cap of $25m in each calendar year (2013 – 2016).

In the event that Harris BCD’s revenue would have caused the contingent payment in any such year to exceed $25m, the contingency payment will be carried forward and credited as revenue in the next year.

The total value of the contingency payment cannot exceed $50m over the period of the agreement.

Harris said that the target amount required to trigger the contingency payment could be lowered in the event of a sale or divestiture by TGG of parts of Harris BCD including a business unit, product line or substantial portion of its consolidated assets.

These provisions are not uncommon in M&A deals.  Indeed when Technicolor sold Grass Valley to Francisco Partners in 2010, a similar arrangement was put in place.

Under the terms of the Technicolor deal with Francisco Partners:

  • An $80m promissory note was issued to Technicolor with a six-year maturity and bearing a capitalized interest of 5% per year
  • Technicolor has the right to receive “additional consideration from [Francisco Partners] based on the potential future remuneration of the new owners of the disposed entity.”  However the amount of remuneration was not disclosed.

 

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Related Content:

Harris Corporation to Sell Broadcast Business to The Gores Group for $225 Million

Harris Press Release: Harris Corporation to Sell Broadcast Communications to The Gores Group for $225 Million

Harris Corporation 8-K Filing

 

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Harris Corporation to Sell Broadcast Business to The Gores Group for $225 Million

Broadcast Vendor M&A | Posted by Joe Zaller
Dec 06 2012

Harris Corporation said today that it has signed an agreement to sell its Broadcast Communications Division (Harris BCD) to The Gores Group (TGG), a Los Angeles-based private equity firm, for $225m.

Under the terms of the deal, The Gores Group will pay $160m in cash a $15m subordinated promissory note and an earnout of up to $50m based on future performance. The deal is expected to close in early calendar year 2013.

The deal price is  below the $287m valuation that Harris Corp recently said it had on its books for BCD following three successive write-downs of BCD.

“The sale of Broadcast Communications reflects our strategy to optimize our business portfolio and focus on our core businesses,” said Harris Corporation CEO William Brown.

The upfront cash portion of the deal is below the amount that Brown had previously telegraphed to the market.  When the sale of BCD was announced in May 2012, Brown said that he expected to receive “substantially more” than $200m for BCD, and that the company would the first $200m from the sale of BCD to shareholders, and use the residual to invest in the company’s core defense business.

Brown addressed this in a statement, saying “As previously communicated, we plan to repurchase up to $200 million of our shares after the deal closes. This is in addition to the $200 million of share repurchases already planned for fiscal 2013 and reflects our ongoing commitment to effectively deploy capital, including returning cash to shareholders.”

According to its website, The Gores Group has $3.3 billion in assets under management and “specializes in acquiring businesses that are undergoing change in capital structure, strategy, operations or growth and can benefit from Gores’ operational and strategic approach.” TGG says it “targets companies with a defensible core business, mature products or services, sustainable revenues, established customer relationships, and that have reached a transition point in their lifecycle presenting an opportunity for transformation.”

“In Harris Broadcast Communications, we are investing in a proven technology leader with great products and a great team. We are excited to provide the capital and support to transition this division to a strong and independent company further enabling it to continue developing and delivering market leading technologies to its customers,” said Ryan Wald, Managing Director of The Gores Group.

The announcement did not disclose whether current management would remain in place, or for how long Harris BCD will continue to have the right to use the Harris name.  However Wald’s statement that TGG is investing in a great team implies current Harris BCD president Harris Morris is likely to remain at the helm of the company.

The announcement comes after months of intense rumor and speculation, which began in May 2012 when Harris Corporation announced its intention to divest its broadcast business, saying BCD was no longer considered a core asset to the defense contractor’s overall business.

At that time, Harris Corporation CEO William Brown summed up the company’s reasons for wanting to sell-off BCD: “The combination of a lack of effective integration by the company over the last decade, coupled with a market outlook that is not as promising today as once believed led us to believe that the business is best owned by another party.

The structure of Harris BCD today is the result of a decade-long M&A program, which transformed the company from a leading provider of radio and television transmitters into one of the largest pure-play broadcast technology vendors. According to a TVNewsCheck article, Harris spent close to $1 Billion on M&A since 2000, including the acquisitions of Louth, Encoda, and Leitch.

A May 2012 analysis of the sale of the Harris broadcast business showed that the company has approximately 1,700 employees and had revenue of approximately $375m through the third quarter of FY 2012, essentially flat with the previous year.  It is believed that Harris BCD had revenue of approximately $500m for the full FY 2012, which ended on June 30, 2012, down about 10% versus the previous year.

 

Deal Valuation Below Book Value

The $225m valuation of BCD is below Harris Corp’s internal valuation of BCD, which the company said during its most recent earnings announcement that it had lowered to approximately $287m based on “recent indicators of value during the first quarter of fiscal 2013, including market, financial performance and indications of value from interested parties.”

At that time, Brown said this lowered internal valuation gives an “indication of the value we expect to receive” from the sale of Harris BCD.

The recent write-down of BCD is the third time in the last six months that Harris has taken a non-cash impairment charge against the value of BCD.

In May 2012 when Harris Corp announced its intention to divest BCD, the company said it “recorded in the third quarter a non-cash charge of $407m after-tax, or $3.62 per diluted share, to write down a significant portion of the goodwill and other long-lived assets in Broadcast Communications, resulting in the GAAP loss from continuing operations.”  Information about how Harris Corp calculated this write-down was published in the company’s Q3 FY 2012 10-Q filing.

Harris subsequently disclosed a second BCD impairment charge of $23.6m in August 2012 as part of the company’s annual 10-K filing with the SEC, which said:

 “Due to the length of time necessary to measure the impairment of goodwill and other long-lived assets, our impairment analysis [of BCD] was not complete as of the end of the third quarter of fiscal 2012. In the fourth quarter of fiscal 2012, we completed our impairment analysis and, as a result, recorded a $23.6 million ($10.5 million after-tax) increase to our initial estimated impairment charge. The portion of the total $447.6 million impairment charge related to goodwill was $395.6 million, a minor amount of which was deductible for tax purposes.”

 

Potential Implications of the Deal for the Broadcast Industry

The fact that Harris BCD was acquired by a private equity firm with no previous experience in the broadcast technology space has interesting implications for both Harris BCD and the broadcast technology landscape as a whole.

Since Harris Corp announced its intention to sell the broadcast unit, many names have been bandied about as potential buyers of BCD — ranging from established industry players such as Grass Valley (via their PE owner Francisco Partners), to large “strategic buyers” with some existing activities in the broadcast industry (similar to Belden’s purchase of Miranda Technologies earlier this year), to private equity players.

Now that the buyer has been announced, the next question is whether The Gores Group will use BCD as a platform for further expansion into the broadcast industry (as Belden said it would do with Miranda), or break BCD up and sell it off.

Time will tell.

 

What’s Next For Harris Corp?

Having found a buyer for BCD, Harris Corporation can now concentrate on its core defense business.  This was one of the primary factors cited by Brown when he announced the plan to sell BCD in May 2012, saying to equity analysts: “given the tough environment that we are facing it’s important for us to focus our resources including our management time and attention on the businesses that we know to be core to our company so we can be successful into FY 2013 and beyond.”

However, things are getting tougher in the defense business due in large part to hundreds of millions of dollars in mandatory budget that are scheduled to take effect in early 2013. This has put pressure on Harris Corp.  According to a recent Associated Press article Lazard Capital Markets analyst Michael Lewis downgraded his rating on the company’s stock, citing worries about weaker revenue due to reduced government spending.

This may make Harris Corp a potential takeover target.  Indeed, according to a recent Reuters article, the collapse of the proposed $45 Billion merger of defense giants BAE and EADS “will shift the focus to smaller deals among global weapons makers as companies strive to keep revenue rising in the face of cuts in military spending by the United States and Europe.  Instead, major defense companies likely will focus on possible combinations with smaller players such as Rockwell Collins, L-3 Communications Holdings Inc, SAIC Inc, ITT Exelis and Harris Corp, according to interviews with more than a dozen industry executives and bankers.”

Given the environment, one has to wonder whether the divestiture of BCD is a precursor of an eventual sale of Harris Corporation itself to a larger defense contractor. After all, both the company and its CEO may now be well-positioned for the next deal.

With the pending disposal of BCD now announced, Harris Corp is now a pure-play “mid-tier” defense contractor, and therefore more attractive as a potential partner to another defense firm; and Brown himself is well-suited for this environment.  He joined Harris from United Technologies (UTC), where he orchestrated a $16.5 billion deal to buy Goodrich Corp., which closed after he joined Harris as CEO.  Previously, as the head of UTC’s Fire & Security division, he executed more than 40 M&A deals, creating a $6.5 Billion operation in the process.

 

 

 

 

 

Related Content:

 

Press Release: Harris Corporation to Sell Broadcast Communications to The Gores Group for $225 Million

Harris Corp Announces Q1 FY 2013 Results, Further Writes Down Value of Broadcast Business

Harris Corporation To Divest Broadcast Business

Analyzing the Sale of the Harris Broadcast Division

Guest Post: Investment Banker Perspective on Sale of Harris Broadcast

Statement From Harris Broadcast CEO on Divestiture of Harris Broadcast Communications Division

Harris Q3 FY 2012 10-Q Filing – details write-down of broadcast division

Harris 8-K Filing – Restates Fiscal 2011-12 Revenue on Pro Forma Basis (Without Broadcast and Cyber Integrated Solutions)

TVNewsCheck Article: Tech’s Big Question: What’s Next For Harris?

Quincy Herald-Whig ArticleProspective buyers seek information on Harris broadcast; business as usual in Quincy

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Harris Corp Announces Q1 FY 2013 Results, Further Writes Down Value of Broadcast Business

Broadcast technology vendor financials, Broadcast Vendor M&A, Quarterly Results, SEC Filings | Posted by Joe Zaller
Oct 30 2012

Harris Corporation announced that its revenue in the first quarter of its 2013 fiscal year was $1.26Bn, down 6% versus the same period a year ago, and down 13% versus the previous quarter.

These results do not include the company’s Broadcast Communications Division (BCD) which was classified as a discontinued operation following the May 2012 announcement that Harris will divest its broadcast division, which is no longer considered a core asset to the defense contractor’s overall business. Harris Cyber Integrated Solutions (CIS), which the company said it was shutting down in February 2012 was also excluded from these results.

 

Performance of Broadcast Business Below Expectations

Although the company did not break out the results of its broadcast division, the performance of BCD in the quarter was “little bit worse than expected,” according to statements made by Harris CEO William Brown during a conference call with equity analysts.   “Our first quarter results in Broadcast were a little less than what we had expected, both because the market’s a little bit tough and because some of the issues around our selling the business [caused] some of our customers to be a bit hesitant,” said Brown.

Based on an analysis of recent Harris Corp SEC filings, it is believed that Harris BCD had revenues of approximately $135m during the first quarter of fiscal 2012, and more than $500m for the full 2012 fiscal year.

 

Update on Sale of Harris Broadcast Communications Division

Harris CFO Gary McArthur said the company is making progress on the disposal of BCD and it expects “to conclude by the end of the calendar year.”  This timetable is consistent with the company’s previous earnings call, and also with statements made by Harris BCD president Harris Morris at the company’s press conference at the recent IBC trade show.

McArthur also reiterated the company’s previously stated intention to “use up to $200m of the proceeds from the BCD disposition to repurchase additional shares” of Harris Corp.

 

Further Write-Down of Harris Broadcast Communications Division Valuation

Harris also announced that it has recorded additional non-cash impairment charges in discontinued operations totaling $222 million, the “vast majority” of which is related to BCD, with only about $6m attributed to CIS.

The company said it lowered the internal valuation of CIS and BCD based on “recent indicators of value during the first quarter of fiscal 2013, including market, financial performance and indications of value from interested parties.”

Brown said that as a result of these factors, Harris has puts a net book value of $287m on the company’s broadcast communications business, which he said gives an “indication of the value we expect to receive” from the sale of Harris BCD.

This is the third time in the last six months that Harris has taken a non-cash impairment charge against the value of BCD.

In May 2012 when Harris Corp announced its intention to divest BCD, the company said it “recorded in the third quarter a non-cash charge of $407m after-tax, or $3.62 per diluted share, to write down a significant portion of the goodwill and other long-lived assets in Broadcast Communications, resulting in the GAAP loss from continuing operations.”  Information about how Harris Corp calculated this write-down was published in the company’s Q3 FY 2012 10-Q filing.

Harris subsequently disclosed a second BCD impairment charge of $23.6m in August 2012 as part of the company’s annual 10-K filing with the SEC, which said:

 “Due to the length of time necessary to measure the impairment of goodwill and other long-lived assets, our impairment analysis [of BCD] was not complete as of the end of the third quarter of fiscal 2012. In the fourth quarter of fiscal 2012, we completed our impairment analysis and, as a result, recorded a $23.6 million ($10.5 million after-tax) increase to our initial estimated impairment charge. The portion of the total $447.6 million impairment charge related to goodwill was $395.6 million, a minor amount of which was deductible for tax purposes.”

 

The lowered valuation of BCD prompted JP Morgan Chase analyst Joseph Nadol to ask whether there is a price at which Harris would not sell the broadcast business.  Brown rebuffed this idea, saying “we made the decision to divest the Broadcast business because we didn’t think it fits strategically with where we want to take the [core] business. It’s now our job to maximize value for share owners and as we dispose of that business and that exactly what we’re doing. I don’t think it’s appropriate to have a where’s the sort of the walk-away price. We’re committed to sell the business and do the right thing for share owners, given the fact it doesn’t fit strategically and that’s what the management team has got a bead on right now. So we’ll tell more, we’ll have more of an update towards the end of the year as we announce the sale of Broadcast and clearly more to say as we announce our Q2 results.”

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Related Content:

Press Release: Harris Corporation Reports Fiscal 2013 First Quarter Results

Harris Corp. Fiscal 2013 First Quarter Earnings Call Presentation

Harris shares fall after Lazard downgrade http://dcft.co/Ra6J5m

Previous Quarter: Harris Announces Q4 and Full Year 2012 Results – Says Sale of Broadcast Business is On Track to Close by End of Year

Previous Year: Harris Reports Q1 2012 Results, Says Broadcast Revenue Increasing

Harris 10-K Filing with SEC for FY 2012

Presentation: Harris Annual Meeting of Shareholders, October 26, 2012

Guest Post: Investment Banker Perspective on Sale of Harris Broadcast

Analyzing the Sale of the Harris Broadcast Division

Statement From Harris Broadcast CEO on Divestiture of Harris Broadcast Communications Division

Harris Corporation To Divest Broadcast Business

Harris Q3 FY 2012 10-Q Filing – details write-down of broadcast division

Harris 8-K Filing – Restates Fiscal 2011-12 Revenue on Pro Forma Basis (Without Broadcast and Cyber Integrated Solutions)

TVNewsCheck Article: Tech’s Big Question: What’s Next For Harris?

Quincy Herald-Whig ArticleProspective buyers seek information on Harris broadcast; business as usual in Quincy

Harris Corporation Shuts Down Cyber Integrated Solutions Business

 

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Impressions of IBC 2012: M&A, Cloud, Multi-Platform, 4K, Efficient Operations, CiaB, and the “Return of Grass Valley”

broadcast industry technology trends, broadcast industry trends, broadcast technology market research, content delivery, market research, technology trends | Posted by Joe Zaller
Sep 20 2012

A previous version of this article appeared in the “Tech Thursday” Spotlight Section of TVNewsCheck

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Against the backdrop of the ongoing European debt crisis and the afterglow of the 2012 Olympics, nearly 51,000 visitors made their way to Amsterdam for the annual IBC trade show. Major themes of the five-day broadcast technology jamboree included vendor consolidation, buzz about new technologies for multi-screen content delivery and social TV, futuristic technology demonstrations, and several important new product introductions.

The broadcast vendor community got a little less fragmented on the first morning of IBC, with a merger announcement by two Norway-based video transport technology providers — Nevion and T-VIPS

Although no additional deals were unveiled at the show, vendor consolidation was one of the most discussed themes at IBC, and according to statements made by some of the leading vendors, there is potentially a lot more consolidation on the way.   

Newly acquired Miranda technologies made its debut as a “Belden brand” at IBC, and Belden EVP Denis Suggs was on hand at the show to meet customers and explain his company’s vision for the broadcast industry, and why they decided to buy Miranda in one of the largest broadcast technology M&A deals in recent years. 

In a nutshell, Belden saw the opportunity to acquire a cash-generating company with a top-class management team that’s growing faster than the overall market and jumped at it. Including Miranda, Belden now generates approximately $450 million a year in broadcast-related revenue, making it one of the industry’s largest players, and it appears they are not done doing deals in this space. 

Suggs said Belden views Miranda as a platform from which is can further expand its broadcast industry operations, and that it intends to support Miranda’s existing plan for further acquisitions.

Grass Valley CEO Alain Andreoli echoed a similar sentiment at his company’s press conference. He said that Francisco Partners, the private equity firm that owns Grass Valley, has a $3 billion fund behind it and will support Grass Valley’s efforts to become an industry consolidators.

When the dust settles, he said, Grass Valley may not be the largest player, but it will certainly be in the top three. Last year, Grass Valley bought PubliTronic, a provider of channel-in-a-box (CiaB) technology, to gain a larger foothold in the playout market. Expect to see Grass Valley and other players making additional strategic moves that help them enter attractive new market spaces.

But most IBC M&A talk centered on Harris Broadcast, which is currently being divested by its parent company. Although rumors were flying at the show about who might buy the division, its executives were tight-lipped. Harris Broadcast President Harris Morris would only say that the deal is progressing according to plan, and is on track to be completed as soon as the end of 2012.

New products and services based on cloud technology, multi-platform content delivery and social TV services dominated many demonstration and hallway conversations at IBC, particularly in the “Connected World” pavilion, where dozens of new and established firms displayed a host of products aimed at securing a place in this emerging ecosystem.

Despite the enthusiasm of vendors, many buyers publicly and privately expressed caution about the technology.

Critics of cloud technology cited immature technology, bandwidth limitations, security, and an unproven business case as barriers to its adoption. Likewise, broadcasters and content owners expressed concern over the “disconnect” between the desire of end-users to receive and consume video content on an ever-increasing number personal devices, and the ability of broadcasters to create sustainable and profitable multi-platform business models.

Cloud-based discussions at IBC ranged from real-world case studies of how EVS helped broadcasters set up private clouds to facilitate remote production of the Euro 2012 soccer championships and London Olympics, to practical solutions from Signiant and Aspera for managing the delivery of file-based content over IP-enabled and cloud-based infrastructure, to new solutions for cloud-based video production.

Cloud-based production is an emerging trend, but initiatives such as the ‘Adobe Anywhere’ initiative will prove to be a catalyst in this area. Taking cloud-based production to the “next level” are new firms like VC-backed start-up A-Frame, which is building from the ground-up a complete cloud-based video production environment that marries the experience of broadcast and post-production experts with forward-thinking IT-based software experts. 

On the multi-screen front, Ericsson introduced its first encoder based on HEVC/H.265 compression technology. The company says that its HEVC implementation offers the potential for users to reduce bandwidth by up to 50%, thereby enabling more efficient delivery of content over multiple platforms, including mobile networks.

Harmonic unveiled a new version of its ProMedia transcoder, aimed at enabling its customers to deliver an integrated multi-screen experience to their subscribers. Harmonic also introduced new members of its senior management team: CMO Peter Alexander, and CTO Krish Padmanabhan, who recently joined the company from Cisco and NetApp, respectively.

Noticeable by their absence on the Harmonic booth at IBC were the familiar Omneon and Rhozet brand names, which have now been absorbed into Harmonic. “Harmonic is a branded house, not a house of brands, and our singular focus is delivering excellent video quality to consumers everywhere,” said Alexander.

The Sony/SES Astra demonstration of live delivery of 4K images over satellite drew a lot of attention.

For many years, 4K images have been trade show “eye candy” for visitors, but at IBC 2012 Sony and SES showed that technology exists today to transmit high quality 4K images over satellite at a manageable 50mbit/s using h.264 compression technology.  The stunning live video images were delivered via an SES satellite to an 84-inch Sony Bravia 4K display.

The demo prompted speculation that 4K will be the “next HD” in terms of consumer adoption and broadcast infrastructure upgrades. Other observers took a more practical approach, saying that the industry might see 4K being used as a high-end production format in near to mid term, but that it will be a long time before broadcasters who have already spent millions on the transition to HDTV decide to upgrade again to 4K.

Indeed, when it comes to broadcast infrastructure upgrades it is operational efficiency, not higher resolution, which appears to be the primary demand of broadcasters. Thus, many vendors at IBC were promoting solutions designed to help broadcasters transition their operations to file-based and IT-oriented workflows. 

One of the ongoing initiatives in this area has been the development by a large number of vendors of integrated IT-based playout technologies, more commonly known as channel-in-a-box (CiaB).  These systems offer the promise of increased operational efficiency and significant cost savings through the integration of previously disparate playout and master control functionality into a single IT-based platform. Over the past several years, major vendors including Grass Valley, Miranda, Snell, Harmonic, and Evertz have offered products.

At IBC 2012, Harris became the latest entrant into the market with the launch of Versio, a CiaB system based on several of the company’s existing technology platforms including the Nexio server family, ADC automation, and Inscriber graphics. 

When describing the new Versio product at the company IBC press conference, Harris Morris said the No. 1 requirement for automated IT-based playout systems is reliability, and that this is an area where Harris Broadcast excels. Morris also emphasized that CiaB platforms rely heavily on automation technology, where Harris Broadcast is an established leader, making the company a natural choice for broadcasters considering integrated IT-based playout.

Although Harris Broadcast touted the fact that their Versio platform is based on the company’s existing technology platforms, it stopped well short of saying that the new system is a direct replacement for its current products, particularly its popular Nexio server family.

Instead the company described Versio as a robust cost-effective way for broadcasters to quickly add new services and digital subchannels channels, and to provide backup in emergencies.

“Channel-in-a-box should be about opening up new possibilities rather than limiting how a broadcaster can operate across multiple on-air scenarios,” said Andrew Warman, senior product manager at Harris Broadcast. “It’s limiting to look at channel-in-a-box as a system replacement for servers, automation, and other play-to-air systems. Broadcasters need freedom to build appropriate workflows for their operations, including external components.”

However, other vendors clearly see the CiaB market differently, and have taken a very different approach than Harris Broadcast, especially those firms that do not have an existing playout server business to protect. 

Snell Chief Architect Neil Maycock said that his company’s ICE platform is not only “ready for prime-time,” it is on the air today delivering high value content for major broadcasters.  Maycock also said that ICE has a unique architecture that enables it to scale from a single channel implementation, through a multi-location centralcasting model, to a large multi-channel playout environment.

PlayBox CEO Vassil Lefterov said he has built his entire business on disrupting the traditional server-based playout market. “We believe our singular focus on this application is a key advantage,” he said.  “Playbox has thousands of live channels on the air today and is working to re-define playout operations for many of our customers.”

Grass Valley, which like Harris has a significant video server business, took a more pragmatic approach.  SVP and CMO Graham Sharp said that “it’s likely CiaB and other IT-based playout systems may ultimately impact everyone’s server business, so we’ve taken the decision to cannibalize our own products where necessary by embracing IT technology, because if we don’t do it to ourselves someone else will.” 

Grass Valley was among the vendors with significant new products. Introductions included a new LDX camera platform that scales from a basic model to a high-end super-slow motion system; a new video server family, and brand new electronics for the Kayenne and Karrera production switchers.  Grass Valley said all its new products feature native 1080p processing, and provide straightforward upgrades via software.

Grass Valley also made bold claims about its future product plans, stating that by 2014 it will have replaced its entire portfolio with all new 1080p, IT-focused products. 

GV’s Sharp also hinted at a major NAB 2013 announcement from Grass Valley: “Next year we will introduce a completely new integrated IP-based platform that is totally format agnostic.” he said.  “We believe this new platform will enable a new way of working that we call non-linear production….”

All Grass Valley products, including those launched at IBC 2012, will be compatible with the new architecture, he said.

Sharp concluded GV press conference by saying: “If there is one take-away from this presentation about Grass Valley, it’s this: We’re back.”

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Harris Announces Q4 and Full Year 2012 Results – Says Sale of Broadcast Business is On Track to Close by End of Year

Broadcast technology vendor financials, Broadcast Vendor M&A | Posted by Joe Zaller
Aug 02 2012

Harris Corporation announced that its revenue for the fourth quarter of its fiscal 2012 was $1.44 billion compared with $1.52 billion in the prior-year quarter.

Revenue from the company’s broadcast division (BCD), which is now classified as a discontinued operation, was not disclosed. 

Harris Corporation announced its intention to divest its broadcast division in May 2012, saying that BCD was no longer considered a core asset to the defense contractor’s overall business.  An analysis of the sale of the Harris broadcast business showed that the company has approximately 1,700 employees and had revenue of approximately $375m through the third quarter of FY 2012, essentially flat with the previous year.

The only mention of the ongoing sale process sale of Harris Broadcast was on the company’s earnings conference call, when Harris CEO William Brown said the following in response to a question from JP Morgan Chase analyst Joseph Nadol “We’ve just initiated the process. We’re out in the marketplace with offering materials. The response so far has been very, very good. We expect bids in the next few weeks and we’ll expect to conclude a transaction by the end of the year as — end of the calendar year, as we’ve said last time, and we’re on track for that.”

It is believed that Harris has retained Morgan Stanley to assist with the sale of the company’s broadcast division, and that the company is holding preliminary discussions with a variety of interested parties.

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Related Content:

Press Release: Harris Corporation Reports Solid Fiscal 2012 Fourth Quarter Results

Harris Fiscal Q4 2012 Analyst Presentation

Harris Fiscal Q4 2012 Conference Call Transcript

Guest Post: Investment Banker Perspective on Sale of Harris Broadcast

Analyzing the Sale of the Harris Broadcast Division

Statement From Harris Broadcast CEO on Divestiture of Harris Broadcast Communications Division

Harris Corporation To Divest Broadcast Business

Harris Q3 FY 2012 10-Q Filing – details write-down of broadcast division

Harris 8-K Filing – Restates Fiscal 2011-12 Revenue on Pro Forma Basis (Without Broadcast and Cyber Integrated Solutions)

TVNewsCheck Article: Tech’s Big Question: What’s Next For Harris?

Quincy Herald-Whig ArticleProspective buyers seek information on Harris broadcast; business as usual in Quincy

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