BBND Bigband Networks (MM)

BigBand Networks, Inc. (NASDAQ:BBND), a leader in digital video networking, today reported financial results for the third quarter ended September 30, 2011.

For the third quarter, total revenues were $22.5 million as compared to $26.8 million reported in the third quarter of 2010. GAAP net loss for the third quarter of 2011 was $8.3 million, or ($0.12) per share, compared to GAAP net loss of $7.3 million, or ($0.11) per share, reported in the third quarter of 2010.

On a non-GAAP basis, the Company reported a net loss of $5.9 million, or ($0.08) per share, in the third quarter of 2011, which compares to a non-GAAP net loss of $4.0 million, or ($0.06) per share, reported in the third quarter of 2010. These non-GAAP results exclude $2.4 million of stock compensation expense and related income taxes as compared to $3.2 million of stock compensation expense, restructuring credits and related income taxes in the third quarter of 2010.

The GAAP to non-GAAP reconciling items, for the quarters ended September 30, 2011 and 2010 can be found in “The Reconciliations of GAAP to Non-GAAP Financial Measures” attached to this press release.

The third quarter of 2011 GAAP and non-GAAP results include $1.6 million in charges related to inventory reserve taken against legacy products, as the Company transitions to its newer MSP products. In addition, these GAAP and Non-GAAP results include approximately $0.5 million in general and administrative expenses related to the acquisition of the Company by ARRIS.

The Company closed the third quarter of 2011 with $119.8 million in cash, cash equivalents and marketable securities.

On October 11, 2011, BigBand announced that it has entered into a definitive agreement to be acquired by ARRIS for a purchase price of $2.24 per share in cash. The acquisition will be conducted by means of a tender offer for all of the outstanding shares of BigBand. The tender offer was filed with the SEC on October 21, 2011.

Non-GAAP Financial Measures

BigBand reports all financial information required in accordance with U.S. generally accepted accounting principles (GAAP), but we believe that evaluating our ongoing operating results may be difficult to understand if limited to reviewing only GAAP financial measures. Many of our investors have requested that we disclose non-GAAP information because it is useful in understanding our performance as it excludes non-cash and other one-time charges or benefits that many investors feel may obscure our true operating results. Likewise, management uses non-GAAP measures to manage and assess the profitability of our business going forward and does not consider stock-based compensation expense or restructuring charges and related taxes in managing our operations. Specifically, management does not consider these expenses/benefits when developing and monitoring our budgets and spending. The economic substance behind our decision to exclude stock-based compensation is that this charge is non-cash in nature. We exclude restructuring charges as they are one-time events. As a result, we use calculations of non-GAAP operating loss, net loss, net loss per share and gross margin, which exclude these expenses when evaluating our ongoing operations and allocating resources within the organization.

As a result, our management believes it is useful, for itself and investors, to have access to both GAAP information that includes such charges and non-GAAP financial measures that exclude these charges because management believes such information enables readers of these financial results to have a better understanding of the overall performance of our ongoing business operations in the periods presented.

Whenever we use a non-GAAP financial measure, we provide a reconciliation of the non-GAAP financial measure to the most closely applicable GAAP financial measure. Investors are encouraged to review the related GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures.

For a detailed discussion of these and other risk factors, please refer to BigBand’s Quarterly Report on Form 10-Q for the three months ended June 30, 2011 and other reports filed with the SEC. You can obtain copies of the reports on the SEC's Web site (www.sec.gov).

Stockholders of BigBand Networks are cautioned not to place undue reliance on our forward-looking statements, which speak only as of the date such statements are made. BigBand Networks does not undertake any obligation to publicly update any forward-looking statements to reflect events, circumstances or new information after this October 24, 2011 press release, or to reflect the occurrence of unanticipated events.

About BigBand Networks

BigBand Networks, Inc. (NASDAQ:BBND) provides broadband service providers with innovative digital video networking solutions designed to make it easier to move, manage and monetize video. These solutions are based on BigBand's video-networking platforms that are built to enable efficient and reliable delivery across a wide range of services, including digital TV, high definition TV, advanced advertising, IPTV, video-on-demand and interactive TV. BigBand Networks has done business with more than 200 customers in North America, Asia and Europe - including eight of the ten largest cable and telco service providers in North America. BigBand Networks is based in Redwood City, Calif., with offices worldwide. For additional information about the company, please call +1.650.995.5000, email info@bigbandnet.com or visit http://www.bigbandnet.com.

BigBand Networks' brand and product names are service marks, trademarks or registered trademarks of BigBand Networks, Inc. in the United States and other countries. All other marks are the property of their respective owners.

BigBand Networks, Inc. Condensed Consolidated Balance Sheets (In thousands, Unaudited)     As of September 30, As of December 31,   2011     2010   ASSETS Current assets: Cash and cash equivalents $ 16,797 $ 21,537 Marketable securities   103,015     122,012   Total cash, cash equivalents and marketable securities 119,812 143,549 Accounts receivable, net 10,211 5,001 Inventories, net 8,247 11,117 Prepaid expenses and other current assets   3,686     4,190   Total current assets 141,956 163,857   Property and equipment, net 6,454 8,088 Goodwill 1,656 1,656 Other non-current assets   5,963     7,170   Total assets $ 156,029   $ 180,771     LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 5,634 $ 4,656 Accrued compensation and related benefits 6,110 5,178 Current portion of deferred revenues, net 15,941 18,143 Current portion of other liabilities   3,822     4,266   Total current liabilities 31,507 32,243   Deferred revenues, net, less current portion 6,787 8,327 Other liabilities, less current portion 1,402 1,692 Accrued long-term Israeli severance pay 4,163 4,376   Stockholders’ equity: Common stock 72 70 Additional paid-in-capital 307,044 299,003 Accumulated other comprehensive (loss) income (506 ) 253 Accumulated deficit   (194,440 )   (165,193 ) Total stockholders’ equity   112,170     134,133   Total liabilities and stockholders’ equity $ 156,029   $ 180,771   BigBand Networks, Inc. Condensed Consolidated Statements of Operations (In thousands, except per share amounts, Unaudited)         Three Months Ended September 30, Nine Months Ended September 30,   2011     2010     2011     2010     Net revenues: Products $ 13,921 $ 16,261 $ 33,708 $ 57,747 Services   8,575     10,490     26,931     27,632   Total net revenues   22,496     26,751     60,639     85,379     Cost of net revenues: Products 8,931 10,208 20,878 33,534 Services   2,796     2,872     8,631     9,181   Total cost of net revenues   11,727     13,080     29,509     42,715   Gross profit   10,769     13,671     31,130     42,664     Operating expenses: Research and development 10,020 12,432 32,080 39,034 Sales and marketing 4,689 4,483 14,774 16,531 General and administrative 4,335 4,024 11,516 12,560 Restructuring (credits) charges   -     (139 )   2,007     900   Total operating expenses   19,044     20,800     60,377     69,025     Operating loss (8,275 ) (7,129 ) (29,247 ) (26,361 ) Interest income 191 225 615 1,077 Other income (expense), net   25     (134 )   17     (317 ) Loss before provision for income taxes (8,059 ) (7,038 ) (28,615 ) (25,601 ) Provision for income taxes   192     216     632     63   Net loss $ (8,251 ) $ (7,254 ) $ (29,247 ) $ (25,664 )   Basic and diluted net loss per common share $ (0.12 ) $ (0.11 ) $ (0.42 ) $ (0.38 )   Shares used in basic and diluted net loss per common share   71,203     68,853     70,448     68,067   BigBand Networks, Inc. Reconciliation of GAAP to Non-GAAP Financial Measures (In thousands, except per share amounts, Unaudited)       Three Months Ended September 30, 2011 GAAP Results

Stock-basedCompensationand Income Taxes

Non-GAAP Results

    Net revenues: Products $ 13,921 $ - $ 13,921 Services   8,575     -     8,575   Total net revenues   22,496     -     22,496     Cost of net revenues: Products 8,931 (176 ) 8,755 Services   2,796     (187 )   2,609   Total cost of net revenues   11,727     (363 )   11,364   Gross profit   10,769     363     11,132     Operating expenses: Research and development 10,020 (875 ) 9,145 Sales and marketing 4,689 (388 ) 4,301 General and administrative   4,335     (641 )   3,694   Total operating expenses   19,044     (1,904 )   17,140     Operating loss (8,275 ) 2,267 (6,008 ) Interest income 191 - 191 Other income   25     -     25   Loss before provision for income taxes (8,059 ) 2,267 (5,792 ) Provision for income taxes   192     (85 )   107   Net loss $ (8,251 ) $ 2,352   $ (5,899 )   Basic and diluted net loss per common share $ (0.12 ) $ (0.08 )   Shares used in basic and diluted net loss per common share   71,203     71,203   BigBand Networks, Inc. Reconciliation of GAAP to Non-GAAP Financial Measures (In thousands, except per share amounts, Unaudited)         Nine Months Ended September 30, 2011 GAAP Results

Stock-basedCompensationand Income Taxes

Restructuringcharges

Non-GAAPResults

    Net revenues: Products $ 33,708 $ - $ - $ 33,708 Services   26,931     -     -     26,931   Total net revenues   60,639     -     -     60,639     Cost of net revenues: Products 20,878 (638 ) - 20,240 Services   8,631     (626 )   -     8,005   Total cost of net revenues   29,509     (1,264 )   -     28,245   Gross profit   31,130     1,264     -     32,394     Operating expenses: Research and development 32,080 (3,080 ) - 29,000 Sales and marketing 14,774 (1,102 ) - 13,672 General and administrative 11,516 (2,048 ) - 9,468 Restructuring charges   2,007     -     (2,007 )   -   Total operating expenses   60,377     (6,230 )   (2,007 )   52,140     Operating loss (29,247 ) 7,494 2,007 (19,746 ) Interest income 615 - - 615 Other income   17     -     -     17   Loss before provision for income taxes (28,615 ) 7,494 2,007 (19,114 ) Provision for (benefit from) income taxes   632     (229 )   -     403   Net loss $ (29,247 ) $ 7,723   $ 2,007   $ (19,517 )   Basic and diluted net loss per common share $ (0.42 ) $ (0.28 )   Shares used in basic and diluted net loss per common share   70,448     70,448   BigBand Networks, Inc. Reconciliation of GAAP to Non-GAAP Financial Measures (In thousands, except per share amounts and percentages, Unaudited)         Three Months Ended September 30, Nine Months Ended September 30,   2011     2010     2011     2010     GAAP and Non-GAAP net revenues as reported $ 22,496   $ 26,751   $ 60,639   $ 85,379     GAAP cost of net revenues as reported $ 11,727 $ 13,080 $ 29,509 $ 42,715 Stock-based compensation expense   (363 )   (546 )   (1,264 )   (1,722 ) Non-GAAP cost of net revenues $ 11,364   $ 12,534   $ 28,245   $ 40,993     GAAP gross profit as reported $ 10,769 $ 13,671 $ 31,130 $ 42,664 Stock-based compensation expense   363     546     1,264     1,722   Non-GAAP gross profit $ 11,132   $ 14,217   $ 32,394   $ 44,386     As a percentage of net revenues: GAAP gross profit as reported   47.9 %   51.1 %   51.3 %   50.0 % Non-GAAP gross profit   49.5 %   53.1 %   53.4 %   52.0 %   GAAP operating loss as reported $ (8,275 ) $ (7,129 ) $ (29,247 ) $ (26,361 ) Stock-based compensation expense: - Cost of net revenues 363 546 1,264 1,722 - Research and development 875 1,257 3,080 3,944 - Sales and marketing 388 424 1,102 1,735 - General and administrative 641 1,063 2,048 3,272 Restructuring (credits) charges   -     (139 )   2,007     900   Non-GAAP operating loss $ (6,008 ) $ (3,978 ) $ (19,746 ) $ (14,788 )   GAAP net loss as reported $ (8,251 ) $ (7,254 ) $ (29,247 ) $ (25,664 ) Stock-based compensation expense 2,267 3,290 7,494 10,673 Restructuring (credits) charges - (139 ) 2,007 900 Tax benefits (provision)   85     84     229     (41 ) Non-GAAP net loss $ (5,899 ) $ (4,019 ) $ (19,517 ) $ (14,132 )   Basic and diluted Non-GAAP net loss per common share $ (0.08 ) $ (0.06 ) $ (0.28 ) $ (0.21 )   Shares used in basic and diluted Non-GAAP net loss per common share   71,203     68,853     70,448     68,067