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May 01, 2018

ARRIS Announces Preliminary and Unaudited First Quarter 2018 Results

SUWANEE, Ga. , May 1, 2018 /PRNewswire/ -- ARRIS International plc (NASDAQ: ARRS) today announced preliminary and unaudited financial results for the first quarter 2018. First Quarter 2018 Financial Highlights Revenues were $1.578 billion GAAP net loss was ($0.07) per diluted share Adjusted net

SUWANEE, Ga., May 1, 2018 /PRNewswire/ ARRIS International plc (NASDAQ: ARRS) today announced preliminary and unaudited financial results for the first quarter 2018.

First Quarter 2018 Financial Highlights

  • Revenues were $1.578 billion
  • GAAP net loss was ($0.07) per diluted share
  • Adjusted net income (a non-GAAP measure) was $0.73 per diluted share
  • End-of-quarter cash resources were $543 million
  • Cash from operating activities was $96 million
  • Order backlog was $1.3 billion
  • Book-to-bill ratio was 1.11
  • Repurchased ~986,000 shares for $25 million

"We delivered strong profitability to start the year, led by a great quarter of E6000 DOCSIS® 3.1 capacity sales and Enterprise Networks' results," said Bruce McClelland, ARRIS CEO. "This marked the first full quarter for Enterprise Networks with better than expected results from both wired and wireless product lines.  Performance from Enterprise Networks and Network & Cloud more than offset a lower quarter in CPE sales.  Overall our results demonstrated good progress toward our goals of driving profitable growth by diversifying into higher-margin products, expanding internationally and broadening the capabilities of ARRIS to deliver innovative services to address the explosive demand for bandwidth capacity.

"With respect to the second quarter 2018, we expect revenues will be in the range of $1.760 billion to $1.810 billion, GAAP net income per diluted share in the range of $0.24 to $0.29, and adjusted net income per diluted share in the range of $0.72 to $0.77.  The strong start to the year creates good momentum to achieve our full year targets."

On December 1, 2017, the Company completed the acquisition of Ruckus Networks, and, as a result, comparisons to prior year periods are materially affected. 

Revenues in the first quarter 2018 of $1.578 billion were up $95 million, or 6%, as compared to first quarter 2017 revenues of $1.483 billion.  First quarter revenues were down $161 million, or 9%, as compared to fourth quarter 2017 revenues of $1.739 billion

GAAP net loss in the first quarter 2018 was ($0.07) per diluted share.  First quarter 2017 GAAP net loss was ($0.21) per diluted share, and fourth quarter 2017 GAAP net income was $0.07 per diluted share.    

Adjusted net income (a non-GAAP measure) in the first quarter 2018 was $0.73 per diluted share, as compared to $0.40 per diluted share for the first quarter 2017, and the fourth quarter 2017 adjusted net income of $0.88 per diluted share.  

A reconciliation of adjusted net income to GAAP net loss is attached to this release and can also be found on the Company's website (www.arris.com).

Cash resources of the Company at the end of the first quarter, 2018 were $543 million of cash resources as compared to $511 million at the end of the fourth quarter 2017.  The Company generated $96 million of cash from operating activities during the first quarter 2018, as compared to generating $250 million during the first quarter of 2017.

The Company repurchased approximately 986,000 ordinary shares for $25 million during the first quarter.  Since the end of the first quarter 2018, the Company has repurchased approximately 895,000 additional ordinary shares for $24 million.  As of May 1, 2018, the Company has $476 million remaining in available share repurchase authorization.

Order backlog at the end of the first quarter 2018 was $1.293 billion, as compared to $1.304 billion and $1.121 billion at the end of the first quarter 2017 and the fourth quarter 2017, respectively. The Company's book-to-bill ratio in the first quarter 2018 was 1.11, as compared to the first quarter 2017 of 1.13 and the fourth quarter 2017 of 1.02.

ARRIS management will conduct a conference call at 5:00 pm EDT, today, Tuesday, May 1, 2018, to discuss these results in detail. You may participate in this conference call by dialing 888-655-5028 or 503-343-6025 for international calls prior to the start of the call. Please note that ARRIS will not accept any calls related to this earnings release until after the conclusion of the conference call. A replay of the conference call can be accessed approximately two hours after the call through May 8, 2018, by dialing 855-859-2056 or 404-537-3406 for international calls and using passcode 3398479.  A replay also will be made available for a period of 12 months following the conference call on ARRIS's website site at (www.arris.com).

Forward-Looking Statements

Statements made in this press release, including those related to revenues and net income for the second quarter and full year 2018, growth expectations, cost initiatives, the general market outlook and industry trends are forward-looking statements. These statements involve risks and uncertainties that may cause actual results to differ materially from those set forth in these statements.  Among other things:

  • projected results for the second quarter 2018, as well as the general outlook for 2018, are based on preliminary estimates, assumptions and projections that management believes to be reasonable at this time, but are beyond management's control;
  • volatility in component pricing and supply could impact revenues and gross margins more than currently anticipated;
  • the anticipated benefits from the Ruckus Networks acquisition may not be realized;
  • proposed tariffs on the import of certain products into the U.S., and any retaliatory tariffs imposed on U.S. products, could have a material adverse result on our financials results;
  • volatility in currency fluctuation may adversely impact our international customers' ability or willingness to purchase products and the pricing of products;
  • impacts of the U.K. invoking Article 50 of the Lisbon Treaty to leave the European Union, could have an adverse impact on results of operations;
  • regulatory changes, including those related to recently completed changes to the U.S. income tax code, could have an adverse impact on operations and results of operations; 
  • the impact of litigation and similar regulatory proceedings that we are involved in or may become involved in, including the costs of such litigation; and
  • the Company's customers operate in a capital intensive consumer-based industry, and volatility in the capital markets or changes in customer spending may adversely impact their ability or willingness to purchase the products that the Company offers.

These factors are not intended to be an all-encompassing list of risks and uncertainties that may affect the Company's business and results from operations. Additional information regarding these and other factors can be found in the Company's reports filed with the Securities and Exchange Commission, including its Form 10-K for the year ended December 31, 2017. In providing forward-looking statements, the Company expressly disclaims any obligation to update these statements publicly or otherwise, whether as a result of new information, future events or otherwise, except as required by law.

About ARRIS
ARRIS International plc (NASDAQ: ARRS) is powering a smart, connected world.  The company's leading hardware, software and services transform the way that people and businesses stay informed, entertained and connected.  For more information, visit www.arris.com.

For the latest ARRIS news:

ARRIS and the ARRIS Logo are trademarks or registered trademarks of ARRIS Enterprises, LLC. All other trademarks are the property of their respective owners. © 2018 ARRIS Enterprises, Inc.  All rights reserved.

ARRIS INTERNATIONAL PLC

 

PRELIMINARY CONSOLIDATED BALANCE SHEETS

 

(in thousands)

 

(unaudited)

 
                     
                     
   

March 31,

 

December 31,

 

September 30,

 

June 30,

 

March 31,

   

2018

 

2017

 

2017

 

2017

 

2017

                     

ASSETS

                   
                     

Current assets:

                   

Cash and cash equivalents

 

$506,240

 

$487,573

 

$1,379,827

 

$1,346,028

 

$1,126,248

Short-term investments, at fair value

 

36,804

 

23,874

 

33,309

 

38,759

 

90,673

Total cash, cash equivalents and short term investments

 

543,044

 

511,447

 

1,413,136

 

1,384,787

 

1,216,921

                     

Accounts receivable, net

 

1,008,603

 

1,218,089

 

1,056,225

 

991,539

 

1,018,108

Other receivables 

 

169,681

 

157,845

 

145,658

 

132,742

 

109,117

Unbilled receivables 

 

26,005

 

-

 

-

 

-

 

-

Inventories, net

 

849,069

 

825,211

 

775,142

 

657,881

 

556,264

Prepaid income taxes

 

26,409

 

28,351

 

41,780

 

16,354

 

21,845

Prepaids

 

36,308

 

26,644

 

27,954

 

32,149

 

27,898

Other current assets

 

172,993

 

145,953

 

109,567

 

119,405

 

132,339

Total current assets

 

2,832,112

 

2,913,540

 

3,569,462

 

3,334,857

 

3,082,491

                     

Property, plant and equipment, net 

 

309,457

 

372,467

 

347,506

 

355,033

 

354,050

Goodwill

 

2,336,820

 

2,278,512

 

2,016,580

 

2,014,550

 

2,018,012

Intangible assets, net

 

1,583,299

 

1,771,362

 

1,406,591

 

1,491,103

 

1,586,187

Investments

 

69,858

 

71,082

 

73,199

 

61,047

 

65,035

Deferred income taxes

 

131,417

 

115,436

 

193,703

 

199,102

 

190,037

Other assets

 

103,525

 

101,858

 

57,246

 

54,843

 

58,919

   

$7,366,488

 

$7,624,257

 

$7,664,287

 

$7,510,535

 

$7,354,731

                     
                     

LIABILITIES AND STOCKHOLDERS' EQUITY

                   
                     

Current liabilities:

                   

Accounts payable

 

$1,010,812

 

$1,206,656

 

$1,266,214

 

$1,201,883

 

$1,020,234

Accrued compensation, benefits and related taxes

 

113,029

 

155,966

 

102,222

 

81,355

 

73,220

Accrued warranty

 

42,434

 

44,507

 

45,036

 

44,812

 

46,330

Deferred revenue

 

143,740

 

115,224

 

118,598

 

130,454

 

145,197

Current portion of LT debt & financing lease obligations

 

83,633

 

83,559

 

89,156

 

89,336

 

82,767

Income taxes payable

 

4,937

 

6,244

 

4,420

 

9,487

 

20,278

Other accrued liabilities

 

316,206

 

321,113

 

327,099

 

303,013

 

300,860

Total current liabilities

 

1,714,791

 

1,933,269

 

1,952,745

 

1,860,339

 

1,688,887

Long-term debt & financing lease obligations, net of current portion

 

2,095,320

 

2,116,244

 

2,112,494

 

2,134,506

 

2,159,300

Accrued pension

 

43,443

 

42,637

 

54,867

 

55,532

 

54,809

Noncurrent income taxes

 

159,148

 

144,665

 

115,433

 

114,187

 

120,493

Deferred income taxes

 

68,825

 

68,888

 

83,058

 

83,516

 

89,260

Other noncurrent liabilities

 

127,587

 

134,520

 

118,420

 

120,381

 

112,977

Total liabilities

 

4,209,114

 

4,440,223

 

4,437,017

 

4,368,461

 

4,225,726

                     

Stockholders' equity:

                   

Ordinary shares

 

2,769

 

2,768

 

2,788

 

2,786

 

2,802

Capital in excess of par value

 

3,392,415

 

3,387,128

 

3,367,939

 

3,356,183

 

3,322,803

Accumulated other comprehensive income

 

12,545

 

4,552

 

8,838

 

2,211

 

10,628

Accumulated deficit

 

(266,264)

 

(225,881)

 

(188,375)

 

(256,705)

 

(243,207)

         Total ARRIS International plc stockholders' equity

 

3,141,465

 

3,168,567

 

3,191,191

 

3,104,475

 

3,093,026

Stockholders' equity attributable to noncontrolling interest

 

15,909

 

15,467

 

36,078

 

37,598

 

35,979

Total stockholders' equity

 

3,157,374

 

3,184,034

 

3,227,269

 

3,142,073

 

3,129,005

   

$7,366,488

 

$7,624,257

 

$7,664,287

 

$7,510,534

 

$7,354,731

                     

 

       

 ARRIS INTERNATIONAL PLC

 PRELIMINARY CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)

       
 

 

For the Three Months

 

Ended March 31,

 

2018

 

2017

       

Net sales

$1,577,710

 

$1,483,105

Cost of sales

1,102,027

 

1,145,848

Gross margin

475,683

 

337,257

Operating expenses:

     

Selling, general, and administrative expenses

161,204

 

104,638

Research and development expenses

169,797

 

132,962

Amortization of intangible assets

114,708

 

93,646

Impairment of goodwill 

3,400

 

-

Integration, acquisition, restructuring and other costs

13,655

 

10,095

 

462,764

 

341,341

Operating income (loss) 

12,919

 

(4,084)

Other expense (income):

     

Interest expense

22,525

 

19,683

Loss on investments

527

 

4,530

Loss on foreign currency

4,833

 

4,740

Interest income

(1,532)

 

(1,922)

Other (income) expense, net

109

 

(85)

Loss before income taxes

(13,543)

 

(31,030)

Income tax expense 

3,489

 

10,001

Consolidated net loss

(17,032)

 

(41,031)

Net loss attributable to noncontrolling interests

(3,432)

 

(1,933)

Net loss attributable to ARRIS International plc

($13,600)

 

($39,098)

       

Net loss per ordinary share (1):

     

Basic

$         (0.07)

 

$             (0.21)

Diluted

$         (0.07)

 

$             (0.21)

       

Weighted average ordinary shares:

     

Basic

184,805

 

189,796

Diluted

184,805

 

189,796

       

(1)  Calculated based on net loss attributable to shareowners of ARRIS International plc

   

 

ARRIS INTERNATIONAL PLC

PRELIMINARY CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

                 

 

For the Three Months

                 

Ended March 31,

                 

2018

 

2017

                       

Operating Activities:

               
 

Consolidated net loss

         

$        (17,032)

 

$        (41,031)

   

Depreciation

         

22,874

 

21,313

   

Amortization of acquired intangible assets

         

116,595

 

95,306

   

Amortization of deferred finance fees and debt discount

         

1,215

 

1,903

   

Impairment of goodwill 

         

3,400

 

-

   

Deferred income taxes

         

(13,327)

 

(15,667)

   

Foreign currency remeasurement of deferred income taxes

         

3,697

 

2,112

   

Stock compensation expense

         

19,256

 

19,415

   

Provision for non-cash warrants

         

-

 

2,423

   

Provision (recovery) for doubtful accounts

         

(292)

 

(179)

   

Loss on disposal of plant, property and equipment and other

         

156

 

292

   

Loss on investments and others

         

662

 

4,530

 

Changes in operating assets & liabilities, net of effects of acquisitions and
disposals:

               
   

Accounts receivable

         

209,405

 

343,960

   

Other receivables

         

(11,836)

 

(35,924)

   

Unbilled receivables

         

(25,829)

 

-

   

Inventories

         

(24,397)

 

(3,152)

   

Accounts payable and accrued liabilities

         

(228,151)

 

(144,640)

   

Prepaids and other, net

         

39,517

 

(601)

     

Net cash provided by operating activities

         

95,913

 

250,060

                       

Investing Activities:

               
 

Purchases of investments

         

(26,500)

 

(55,879)

 

Sales of investments

         

11,000

 

91,885

 

Purchases of property, plant & equipment, net

         

(15,196)

 

(21,867)

 

Deposit proceeds for sale of property, plant and equipment

         

10,000

 

-

 

Other, net

         

171

 

826

     

Net cash (used in) provided by investing activities

         

(20,525)

 

14,965

                       

Financing Activities:

               
 

Payment of financing lease obligation

         

(190)

 

(204)

 

Payment of debt obligations

         

(21,875)

 

(22,375)

 

Repurchase of shares 

         

(25,000)

 

(83,110)

 

Repurchase of shares to satisfy employee minimum tax withholdings

         

(13,976)

 

(13,754)

 

Proceeds from issuance of shares, net

         

22

 

23

 

Contribution from noncontrolling interest

         

1,207

 

-

     

Net cash used in financing activities

         

(59,812)

 

(119,420)

                       

Effect of exchange rate changes on cash, cash equivalents and restricted cash

     

3,791

 

597

Net (decrease) increase in cash, cash equivalents and restricted cash

         

19,367

 

146,202

Cash, cash equivalents and restricted cash at beginning of period

         

489,116

 

981,692

Cash, cash equivalents and restricted cash at end of period

         

$       508,483

 

$    1,127,894

                       
                       

Reconciliation of cash, cash equivalents and restricted cash reported within the Consolidated Balance Sheets

                       
 

Cash and cash equivalents

         

$       506,240

 

$    1,126,248

 

Restricted cash included in other current assets

         

1,491

 

162

 

Restricted cash included in other assets

         

752

 

1,484

 

Total

           

$       508,483

 

$    1,127,894

                       

 

ARRIS INTERNATIONAL PLC

PRELIMINARY ADJUSTED SALES & NET INCOME RECONCILIATION

(in thousands, except per share data) (unaudited)

                 
           
 

Q1 2017

 

Q4 2017

 

Q1 2018

 

Amount

Per
Diluted
Share

 

Amount

Per
Diluted
Share

 

Amount

Per
Diluted
Share

Sales

$1,483,105

   

$1,738,593

   

$1,577,710

 

Highlighted items:
    Adjustment to revenue related to warrants

2,423

   

(8,145)

   

-

 

Acquisition accounting impacts of deferred revenue

-

   

1,120

   

5,694

 

Adjusted sales 

$1,485,528

   

$1,731,568

   

$1,583,404

 
                 

Net income (loss) attributable to ARRIS International plc

$       (39,098)

$   (0.21)

 

$         12,469

$    0.07

 

$       (13,600)

$   (0.07)

Highlighted Items:
Impacting gross margin:

               

Stock compensation expense

3,252

0.02

 

3,303

0.02

 

3,253

0.02

Adjustment to revenue related to warrants

2,423

0.01

 

(8,145)

(0.04)

 

Acquisition accounting impacts of deferred revenue

 

1,120

0.01

 

5,694

0.03

Acquisition accounting impacts of fair valuing inventory

908

0.00

 

7,560

0.04

 

16,971

0.09

Impacting operating expenses:

               

Integration, acquisition, restructuring and other costs

10,095

0.05

 

67,736

0.36

 

13,655

0.07

Amortization of intangible assets

93,646

0.49

 

100,588

0.53

 

114,708

0.61

Impairment on goodwill and intangible assets

 

55,000

0.29

 

3,400

0.02

Stock compensation expense

16,163

0.08

 

15,403

0.08

 

16,003

0.09

Noncontrolling interest share of non-GAAP adj

(804)

 

(20,026)

(0.11)

 

(2,321)

(0.01)

Impacting other (income)/expense:

               

Impairment (gain) on investments

2,750

0.01

 

 

Debt amendment fees

 

3,069

0.02

 

Remeasurement of certain deferred tax liabilities

2,112

0.01

 

852

 

3,697

0.02

Impacting income tax expense:

               

Net tax items

(13,333)

(0.07)

 

(73,267)

(0.39)

 

(24,541)

(0.13)

Total highlighted items

117,212

0.61

 

153,193

0.81

 

150,519

0.80

Adjusted net income 

$         78,114

$    0.40

 

$      165,662

$    0.88

 

$      136,919

$    0.73

Weighted average ordinary shares - basic

 

189,796

   

186,548

   

184,805

Weighted average ordinary shares - diluted

 

192,879

   

188,829

   

187,175

                 
                 

 

ARRIS INTERNATIONAL PLC

PRELIMINARY SUPPLEMENTAL GAAP TO ADJUSTED SALES & GROSS MARGIN RECONCILIATION

(in thousands)

(unaudited)

             
 

Q1 2017

 

Q4 2017

 

Q1 2018

 

Sales - GAAP

1,483,105

 

1,738,593

 

1,577,710

 

Adjustment to revenue related to warrants

2,423

 

(8,145)

 

-

 

Acquisition accounting impacts of deferred revenue

-

 

1,120

 

5,694

 

Adjusted Sales - Non-GAAP

1,485,528

 

1,731,569

 

1,583,404

 
             

GAAP Gross Margin

337,257

 

494,469

 

475,683

 

Acquisition accounting impacts of fair valuing inventory

908

 

7,560

 

16,971

 

Acquisition accounting impacts of deferred revenue

-

 

1,120

 

5,694

 

Stock compensation expense

3,252

 

3,303

 

3,253

 

Adjustment to revenue related to warrants

2,423

 

(8,145)

 

-

 

Adjusted Gross Margin - Non-GAAP

343,840

 

498,307

 

501,601

 
             

GAAP Gross Margin - %

22.7%

 

28.4%

 

30.2%

 

Adjusted Gross Margin - Non-GAAP -  %

23.1%

 

28.8%

 

31.7%

 

 

ARRIS INTERNATIONAL PLC

PRELIMINARY SUPPLEMENTAL GAAP TO ADJUSTED SALES & ADJUSTED DIRECT CONTRIBUTION RECONCILIATION

(in thousands)

(unaudited)

           
 

Q1 2018

 

Network &
Cloud

CPE

Enterprise

Corp/ Other

Total

Net Sales

538,264

875,226

169,914

(5,694)

1,577,710

Non GAAP Adjustments (1)

-

-

-

5,694

5,694

Adjusted Net Sales

538,264

875,226

169,914

0

1,583,404

           

Direct Contribution(2)

228,538

49,761

25,528

(159,145)

144,683

Adjusted Direct Contribution (3)

214,717

43,154

25,927

(96,980)

186,818

Adjusted Direct Contribution % of sales

39.9%

4.9%

15.3%

 

11.8%

           

Other Items

         

Amortization of intangibles

25,135

63,248

25,510

815

114,708

Impairment of goodwill

3,400

-

-

-

3,400

Integration,acquisition, restructuring and other costs

-

-

3,066

10,589

13,655

Depreciation expense

6,900

7,716

3,565

4,698

22,880

Equity compensation expense

7,771

5,298

2,387

3,801

19,256

           

(1)  Impact of adjustment related to acquisition accounting impacts

(2) Defined as gross margin less direct operating expenses, excluding amortization of intangible assets, restructuring charges, acquisition,
integration and other costs.

 

(3) Defined as direct contribution less allocated facility costs, service provider sales and marketing costs plus equity compensation and depreciation
expense

 

ARRIS INTERNATIONAL PLC

PRELIMINARY SUPPLEMENTAL DIRECT CONTRIBUTION TO ADJUSTED DIRECT CONTRIBUTION RECONCILIATION

(in thousands)

(unaudited)

           
 

Q1 2018

 

Network &
Cloud

CPE

Enterprise

Corp/ Other

Total

Direct Contribution(1)

228,538

49,761

25,528

(159,145)

144,683

Allocated costs (2)

(28,492)

(19,622)

(5,553)

53,666

-

Direct Contribution after allocation

200,046

30,139

19,976

(105,479)

144,683

Equity compensation expense

7,771

5,298

2,387

3,801

19,256

Depreciation expense

6,900

7,716

3,565

4,698

22,880

Adjusted Direct Contribution 

214,717

43,154

25,927

(96,980)

186,818

           
           

(1) Defined as gross margin less direct operating expenses, excluding amortization of intangible assets, restructuring charges, acquisition,
integration and other costs.

 

(2) Allocated facility costs and service provider sales and marketing costs 

 

ARRIS INTERNATIONAL PLC

   

PRELIMINARY SUPPLEMENTAL GAAP TO ADJUSTED EPS GUIDANCE RECONCILIATION 

   

(in millions, except per share data)

   
       
 

Q2 2018 Guidance 

 

FY 2018 Guidance 

Estimated GAAP EPS 

$ 0.24 - $ 0.29

 

$ 0.73 - $ 0.98

Reconciling Items:

     

Amortization of intangibles

0.47

 

1.98

Stock compensation expense

0.13

 

0.50

Integration, acquisition, restructuring and other costs

0.05

 

0.13

Purchase accounting Items

0.01

 

0.16

Impairment of goodwill

0.00

 

0.02

Net Tax items

(0.18)

 

(0.72)

Subtotal

0.48

 

2.07

Estimated Adjusted (Non-GAAP) EPS

$ 0.72 - $ 0.77

 

$ 2.80 - $ 3.05

 Notes to GAAP to Adjusted Non-GAAP Financial Measures

The Company reports its financial results in accordance with accounting principles generally accepted in the United States ("GAAP" or referred to herein as "reported"). However, management believes that certain non-GAAP financial measures provide management and other users with additional meaningful financial information that should be considered when assessing our ongoing performance. Our management regularly uses our supplemental non-GAAP financial measures internally to understand, manage and evaluate our business and make operating decisions. These non-GAAP measures are among the factors management uses in planning for and forecasting future periods.  Non-GAAP financial measures should be viewed in addition to, and not as an alternative to, the Company's reported results prepared in accordance with GAAP.  Our non-GAAP financial measures reflect adjustments based on the following items, as well as the related income tax effects:

Reduction in Revenue Related to Warrants:    We entered into agreements with two customers for the issuance of warrants to purchase up to 14.0 million of ARRIS's ordinary shares. Vesting of the warrants is subject to certain purchase volume commitments, and therefore the accounting guidance requires that we record any change in the fair value of warrants as a reduction in revenue. Until final vesting, changes in the fair value of the warrants will be marked to market and any adjustment recorded in revenue. We have excluded the effect of the implied fair value in calculating our non-GAAP financial measures. We believe it is useful to understand the effects of these items on our total revenues and gross margin.

Acquisition Accounting Impacts Related to Deferred Revenue:    In connection with the accounting related to our acquisitions, business combination rules require us to account for the fair values of deferred revenue arrangements for post contract support in our purchase accounting. The non-GAAP adjustment to our sales and cost of sales is intended to include the full amounts of such revenues as if these purchase accounting adjustments had not been applied. We believe the adjustment to these revenues is useful as a measure of the ongoing performance of our business. We historically have experienced high renewal rates related to our support agreements, and our objective is to increase the renewal rates on acquired post contract support agreements. However, we cannot be certain that our customers will renew their contracts.

Stock-Based Compensation Expense:    We have excluded the effect of stock-based compensation expenses in calculating our non-GAAP operating expenses and net income (loss) measures. Although stock-based compensation is a key incentive offered to our employees, we continue to evaluate our business performance excluding stock-based compensation expenses. We record non-cash compensation expense related to grants of restricted stock units. Depending upon the size, timing and the terms of the grants, the non-cash compensation expense may vary significantly but will recur in future periods.

Acquisition Accounting Impacts Related to Inventory Valuation:    In connection with the accounting related to our acquisitions, business combinations rules require the acquired inventory be recorded at fair value on the opening balance sheet. This is different from historical cost. Essentially, we are required to write the inventory up to the end customer price less a reasonable margin as a distributor. We have excluded the resulting adjustments in inventory and cost of goods sold as the historic and forward gross margin trends will differ as a result of the adjustments. We believe it is useful to understand the effects of this on cost of goods sold and margin.

Integration, Acquisition, Restructuring and Other Costs:    We have excluded the effect of acquisition, integration, and other expenses and the effect of restructuring expenses in calculating our non-GAAP operating expenses and net income measures. We incurred expenses in connection with the Pace and Ruckus Networks acquisitions, which we generally would not otherwise incur in the periods presented as part of our continuing operations. Acquisition and integration expenses consist of transaction costs, costs for transitional employees, other acquired employee related costs, and integration related outside services. Restructuring expenses consist of employee severance, abandoned facilities, product line disposition and other exit costs. We believe it is useful to understand the effects of these items on our total operating expenses.

Impairment of Goodwill and Intangible Assets:  We have excluded the effect of the estimated impairment of goodwill and intangible assets in calculating our non-GAAP operating expenses and net income measures.  Although an impairment does not directly impact the Company's current cash position, such expense represents the declining value of the business, technology and other intangible assets that were acquired.  We exclude these impairments when significant and they are not reflective of ongoing business and operating results.

Amortization of Intangible Assets:    We have excluded the effect of amortization of intangible assets in calculating our non-GAAP operating expenses and net income (loss) measures. Amortization of intangible assets is non-cash, and is inconsistent in amount and frequency and is significantly affected by the timing and size of our acquisitions. Investors should note that the use of intangible assets contributed to our revenues earned during the periods presented and will contribute to our future period revenues as well. Amortization of intangible assets will recur in future periods.

Noncontrolling Interest share of Non-GAAP Adjustments:    The joint venture formed for the ActiveVideo acquisition is accounted for by ARRIS under the consolidation method. As a result, the consolidated Statements of Income include the revenues, expenses, and gains and losses of the noncontrolling interest. The amount of net income (loss) related to the noncontrolling interest are reported and presented separately in the consolidated Statements of Operations. We have excluded the noncontrolling share of any non- GAAP adjusted measures recorded by the venture, as we believe it is useful to understand the effect of excluding this item when evaluating our ongoing performance.

Impairment (Gain) on Investments:    We have excluded the effect of other-than-temporary impairments and certain gains on investments in calculating our non-GAAP financial measures. We believe it is useful to understand the effect of this non-cash item in our other expense (income).

Debt Amendment Fees:    In 2017 and 2015, the Company amended its credit agreement. This debt modification allowed us to improve the terms and conditions of the credit agreement, extend the maturities of certain loan facilities, increase the amount of the revolving credit facility, and add new term loan facility. We have excluded the effect of the associated fees in calculating our non-GAAP financial measures. We believe it is useful to understand the effect of this item in our other expense (income).

Remeasurement of Deferred Taxes:    The Company records foreign currency remeasurement gains and losses related to deferred tax liabilities in the United Kingdom. The foreign currency remeasurement gains and losses derived from the remeasurement of the deferred income taxes from GBP to USD. We have excluded the impact of these gains and losses in the calculation of our non-GAAP measures. We believe it is useful to understand the effects of this item on our total other expense (income).

Income Tax Expense (Benefit):    We have excluded the tax effect of the non-GAAP items mentioned above. Additionally, we have excluded the effects of certain tax adjustments related to tax and legal restructuring, state and non-US valuation allowances, benefits for releases of uncertain tax positions due to settlement, change in law or statute of limitations and provision to return differences.

 

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SOURCE ARRIS

Bob Puccini, Investor Relations, +1.720.895.7787