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ARRIS Announces Preliminary and Unaudited Second Quarter 2016 Results

SUWANEE, Ga., July 27, 2016 /PRNewswire/ -- ARRIS International plc (NASDAQ: ARRS) today announced preliminary and unaudited financial results for the second quarter 2016.

Second Quarter 2016 Financial Highlights

  • GAAP revenues were $1.730 billion
  • Adjusted revenues (a non-GAAP measure) were $1.734 billion
  • GAAP net income was $0.44 per diluted share
  • Adjusted net income (a non-GAAP measure) was $0.84 per diluted share
  • End-of-quarter cash resources were $902.9 million
  • Cash from operating activities was $260.8 million
  • Order backlog was $1.239 billion
  • Book-to-bill ratio was 0.94

On January 4, 2016 the Company completed the acquisition of Pace plc (the "Combination") and, as a result, comparisons to prior year periods are materially affected and the results include several restructuring and acquisition related items.

"We entered the second quarter with great momentum as reflected in results that came in stronger than our guidance. The integration of Pace continues to be on track and is mostly complete.  With respect to the third quarter 2016, we expect revenues will be in the range of $1.700 billion to $1.750 billion, with GAAP net income per diluted share in the range of $0.28 to $0.33 and adjusted net income per diluted share in the range of $0.72 to $0.77.  As a result, we are now estimating our full year 2016 revenue to be at the high end of our annual guidance while net income per diluted share is trending above our annual guidance," said Bob Stanzione, ARRIS Chairman and CEO.

The Company's GAAP revenues and earnings may be affected by the variability associated with the accounting required for the Company's outstanding warrants issued to a customer.  In establishing the Company's guidance, certain assumptions regarding product volume, product mix and the fair value of the warrants have been made and actual results could materially differ.  The Company intends to adjust for the accounting impact, which is non-cash, in its non-GAAP results.

GAAP revenues in the second quarter 2016 of $1.730 billion were up $470 million, or 37%, as compared to second quarter 2015 revenues of $1.260 billion.  Second quarter revenues were also up $115 million, or 7%, as compared to first quarter 2016 revenues of $1.615 billion.  The second quarter 2016 revenues reflect a reduction of $4.3 million related to outstanding warrants. 

Through the first two quarters of 2016, revenues of $3.345 billion were up $870 million, or 35% as compared to the first two quarters of 2015 revenues of $2.475 billion.

Adjusted revenues (a non-GAAP measure) in the second quarter 2016 were $1.734 billion as compared to $1.260 billion for the second quarter 2015, and the first quarter 2016 revenue of $1.615 billion.

Year to date, adjusted revenues were $3.349 billion for 2016 as compared to the first six months of 2015 adjusted revenues of $2.475 billion

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

GAAP net income in the second quarter 2016 was $0.44 per diluted share, as compared to GAAP net income of $0.11 per diluted share in the second quarter of 2015 and a GAAP net loss of  $(1.06) per diluted share in the first quarter 2016.  

Year to date, GAAP net loss was $(0.62) per diluted share for 2016, as compared to the first six months of 2015 GAAP net income of $0.24 per diluted share.       

Adjusted net income (a non-GAAP measure) in the second quarter 2016 was $0.84 per diluted share, as compared to $0.53 per diluted share for the second quarter 2015, and the first quarter 2016 adjusted net income of $0.47 per diluted share.  

Year to date, adjusted net income was $1.30 per diluted share for 2016 as compared to the first six months of 2015 adjusted net income of $0.97 per diluted share.

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

Cash & Cash Equivalents - The Company ended the second quarter 2016 with $902.9 million of cash resources, as compared to $676.2 million at the end of the first quarter 2016.  The Company generated $260.8 million of cash from operating activities during the second quarter 2016, as compared to $71.9 million during the second quarter of 2015.  Through the first six months of 2016, the Company generated $38.2 million of cash from operating activities.  This compares to $8.6 million generated during the same period in 2015.

Order backlog at the end of the second quarter 2016 was $1.239 billion as compared to $651.3 million and $1.335 billion at the end of the second quarter 2015 and the first quarter 2016, respectively. The Company's book-to-bill ratio in the second quarter 2016 was 0.94 as compared to the second quarter 2015 of 0.94 and the first quarter 2016 of 1.24.

ARRIS management will conduct a conference call at 5:00 pm EDT, today, Wednesday, July 27, 2016, to discuss these results in detail. You may participate in this conference call by dialing 888-680-0878 or 617-213-4855 for international calls prior to the start of the call and providing the ARRIS International plc name, conference pass code 83685467# and Bob Puccini as the moderator. 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 August 3, 2016, by dialing 888-286-8010 or 617-801-6888 for international calls and using the pass code 39999710. A replay also will be made available for a period of 12 months following the conference call on ARRIS' website at www.arris.com.

Forward-Looking Statements

Statements made in this press release, including those related to:

  • revenues and net income for the third quarter 2016, and beyond;
  • integration of the recently acquired Pace business;
  • expected sales levels and acceptance of new ARRIS products; and
  • 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 third quarter and full year 2016, as well as the general outlook for 2016 and beyond are based on preliminary estimates, assumptions and projections that management believes to be reasonable at this time, but are beyond management's control;
  • the strengthening U.S. Dollar may adversely impact our international customer's ability or willingness to purchase products and the pricing of our products;
  • we may fail to realize the expected benefits of the recently completed Pace acquisition and may incur significant additional transaction costs and/or unknown liabilities;
  • impacts of the recent U.K. referendum to leave the European Union, and the timing with respect to the same, remain largely unknown, and could have an adverse impact on our results of operations;
  • regulatory changes, including those related to tax and the FCC, could have an adverse impact on our operations and results of operations;
  • the outstanding warrants held by a customer will result in fluctuations in our GAAP revenues as a result of the required accounting adjustments;
  • our 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 we offer;
  • because the market in which we operate is volatile, actions taken and contemplated may not achieve the desired impact relative to changing market conditions and the success of these strategies will be dependent on the effective implementation of those plans while minimizing organizational disruption; and
  • recently completed transactions within our customer base, including the acquisition of Cablevision by Altice, and the acquisition of Time Warner by Charter, may have an impact on the amount and/or timing of customer's spending.

In addition to the factors set forth elsewhere in this release, other factors that could cause results to differ from current expectations include: rights to intellectual property, including related litigation; the impact of rapidly changing technologies; market trends and the adoption of industry standards.  These factors are not intended to be an all-encompassing list of risks and uncertainties that may affect the Company's business. 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-Q for the quarter ended March 31, 2016. In providing forward-looking statements, the Company expressly disclaims any obligation to update publicly or otherwise these statements, whether as a result of new information, future events or otherwise.

About ARRIS

ARRIS International plc (NASDAQ: ARRS) is a world leader in entertainment and communications technology. Our innovations combine hardware, software, and services across the cloud, network, and home to power TV and Internet for millions of people around the globe. The people of ARRIS collaborate with the world's top service providers, content providers, and retailers to advance the state of our industry and pioneer tomorrow's connected world. For more information, visit www.arris.com.

For the latest ARRIS news:

  • Check out our blog: ARRIS EVERYWHERE
  • Follow us on Twitter: @ARRIS

ARRIS and the ARRIS Logo are trademarks or registered trademarks of ARRIS Enterprises, LLC. All other trademarks are the property of their respective owners. © ARRIS Enterprises, LLC. 2016. All rights reserved.

 

ARRIS INTERNATIONAL PLC

PRELIMINARY CONSOLIDATED BALANCE SHEETS

(in thousands)

(unaudited)

























June 30,


March 31,


December 31,


September 30,


June 30,



2016


2016


2015


2015


2015












ASSETS






















Current assets:











Cash and cash equivalents


$870,992


$659,181


$863,582


$673,346


$490,939

Short-term investments, at fair value


21,881


17,069


15,470


107,777


128,852

Total cash, cash equivalents and short term investments


892,873


676,250


879,052


781,123


619,791












Accounts receivable, net


1,053,760


972,540


651,893


647,726


785,869

Other receivables 


55,698


31,868


12,233


8,684


11,268

Inventories, net


647,497


662,287


401,592


367,536


389,556

Prepaid income taxes


23,950


22,349


25,624


29,071


26,413

Prepaids


39,388


37,285


19,319


26,430


36,746

Current deferred income tax assets


-


-


-


104,345


105,384

Other current assets


136,177


123,858


120,490


148,385


102,987

Total current assets


2,849,344


2,526,437


2,110,203


2,113,300


2,078,014












Property, plant and equipment, net 


367,696


369,255


312,311


319,443


324,154

Goodwill


2,090,615


2,068,274


1,013,963


1,016,696


1,017,430

Intangible assets, net


1,902,864


2,036,791


810,448


868,054


923,837

Investments


77,749


72,115


69,542


74,924


75,381

Noncurrent deferred income tax assets


224,889


221,315


185,439


70,557


87,291

Other assets


21,626


18,849


21,610


26,843


27,842



$7,534,782


$7,313,036


$4,523,516


$4,489,817


$4,533,949























LIABILITIES AND STOCKHOLDERS' EQUITY






















Current liabilities:











Accounts payable


$1,016,956


$818,494


$514,877


$558,371


$608,133

Accrued compensation, benefits and related taxes


98,048


97,346


111,389


97,326


78,333

Accrued warranty


66,568


58,812


27,630


35,488


29,176

Deferred revenue


147,284


144,603


137,606


97,490


107,632

Current portion of LT debt & financing lease obligations


94,217


94,119


43,591


43,506


43,446

Current income tax liabilities


2,892


65,543


8,368


13,139


9,587

Other accrued liabilities


262,604


248,812


169,169


168,870


155,482

Total current liabilities


1,688,570


1,527,729


1,012,630


1,014,190


1,031,789

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


2,221,383


2,242,071


1,496,243


1,507,172


1,518,063

Accrued pension


55,742


55,287


64,052


67,570


68,865

Noncurrent income taxes payable


84,694


68,974


42,197


38,145


43,586

Noncurrent deferred income tax liabilities


342,531


385,690


503


329


332

Other noncurrent liabilities


138,013


126,330


66,930


71,560


92,544

Total liabilities


4,530,933


4,406,081


2,682,555


2,698,966


2,755,179












Stockholders' equity:











Ordinary shares


2,835


2,824


-


-


-

Common stock


-


-


1,790


1,819


1,814

Capital in excess of par value


3,227,758


3,204,853


1,777,276


1,762,111


1,765,804

Treasury stock at cost


-


-


(331,329)


(331,329)


(331,331)

Accumulated other comprehensive loss


(28,973)


(20,476)


(12,646)


(20,236)


(12,664)

Retained earnings 


(240,424)


(324,667)


358,823


328,782


302,525

Total ARRIS Group Inc. stockholders' equity


2,961,195


2,862,534


1,793,914


1,741,147


1,726,150

Stockholders' equity attributable to noncontrolling interest


42,655


44,421


47,047


49,704


52,620

Total stockholders' equity


3,003,851


2,906,955


1,840,961


1,790,851


1,778,770



$7,534,782


$7,313,036


$4,523,516


$4,489,817


$4,533,949

 









 ARRIS INTERNATIONAL PLC

 PRELIMINARY CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)










For the Three Months


For the Six Months


Ended June 30,


Ended June 30,


2016


2015


2016


2015









Net sales

$1,730,044


$1,260,077


$3,344,750


$2,475,234

Cost of sales

1,285,310


895,716


2,515,983


1,774,317

Gross margin

444,734


364,361


828,766


700,917

Operating expenses:








Selling, general, and administrative expenses

105,746


107,209


225,710


207,534

Research and development expenses

152,580


136,260


313,726


268,728

Amortization of intangible assets

109,883


56,783


208,376


113,930

Integration, acquisition, restructuring and other costs

43,137


12,566


134,057


13,465


411,346


312,818


881,868


603,657

Operating income 

33,388


51,542


(53,102)


97,260

Other expense (income):








Interest expense

19,102


28,454


38,728


41,821

Loss on investments

6,389


1,410


8,348


3,119

(Gain) loss on foreign currency

(9,801)


(6,659)


2,440


(6,639)

Interest income

(1,185)


(558)


(1,968)


(1,281)

Other (income) expense, net

5,219


934


4,869


7,997

Income (loss) before income taxes

13,664


27,962


(105,519)


52,241

Income tax (benefit) expense 

(68,795)


12,819


17,218


17,973

Consolidated net income (loss)

82,459


15,143


(122,737)


34,268

Net loss attributable to noncontrolling interests

(1,769)


(1,615)


(4,392)


(1,615)

Net income (loss) attributable to ARRIS International plc

$84,228


$16,758


($118,345)


$35,883









Net income (loss) per common share (1):








Basic

$          0.44


$            0.11


$          (0.62)


$         0.25

Diluted

$          0.44


$            0.11


$          (0.61)


$         0.24









Weighted average common shares:








Basic

190,409


146,293


191,743


145,823

Diluted

191,250


149,276


193,591


149,132









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




 












ARRIS INTERNATIONAL PLC

PRELIMINARY CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)





For the Three Months


For the Six Months





Ended June 30,


Ended June 30,





2016


2015


2016


2015












Operating Activities:









Consolidated net income (loss)

$         82,459


$         15,143


(122,737)


$       34,268



Depreciation

22,172


17,053


46,043


36,937



Amortization of intangible assets

111,541


57,849


211,307


115,701



Amortization of deferred finance fees and debt discount

1,935


4,112


3,864


6,293



Impairment of intangible assets

2,300


-


2,300


-



Deferred income tax provision (benefit)

(48,271)


11,399


(85,184)


(6,790)



Stock compensation expense

11,901


16,293


26,177


30,267



Provision for doubtful accounts

209


1,982


1,054


2,249



Provision for non-cash warrants

4,283


-


4,283


-



Loss on disposal of property, plant & equipment and other

3,945


145


3,929


6,022



Impairment / loss on investments

6,389


1,410


8,348


3,119



Excess tax benefits from stock-based compensation plans

-


3,595


(2,354)


(12,842)


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










Accounts receivable

(81,428)


33,222


49,033


(188,360)



Other receivables

(23,285)


4,308


(14,022)


(2,687)



Inventories

15,560


(17,177)


181,737


11,609



Accounts payable and accrued liabilities

208,068


(27,772)


(327,583)


28,178



Prepaids and other, net

(57,014)


(49,705)


52,034


(55,370)




Net cash provided by operating activities

260,764


71,857


38,229


8,594












Investing Activities:









Purchases of investments

(17,470)


(20,040)


(22,248)


(31,103)


Sales of investments

348


19,446


2,441


29,615


Purchases of property, plant & equipment, net

(14,612)


(13,402)


(23,752)


(24,321)


Proceeds from sale-leaseback transaction

-


-


-


24,960


Acquisition, net of cash acquired

-


(97,905)


(340,118)


(97,905)


Purchases of intangible assets

(2,000)


-


(3,310)


(34,340)


Other, net

575


-


3,507


2,904




Net cash used in investing activities

(33,159)


(111,901)


(383,480)


(130,190)












Financing Activities:









Proceeds from issuance of debt

-


-


800,000


-


Proceeds from sale-leaseback financing transaction

-


-


-


58,729


Repayment of accounts receivable financing facility

-


-


(12,042)


-


Payment of financing lease obligation

(150)


(105)


(314)


(105)


Payment of debt obligations

(22,375)


(15,000)


(275,000)


(28,750)


Payment for deferred financing fees and debt discount

-


(8,239)


(2,304)


(8,239)


Repurchase of common stock

-


-


(150,003)


(24,999)


Excess income tax benefits from stock-based compensation plans

-


(3,595)


2,354


12,842


Repurchase of shares to satisfy employee minimum tax withholdings

(148)


(3,792)


(14,193)


(24,986)


Fees and proceeds from issuance of common stock, net

6,879


7,983


4,163


8,004


Capital contribution from non-controlling interest

-


54,250


-


54,250




Net cash (used in) provided by financing activities

(15,794)


31,502


352,661


46,746















Net decrease in cash and cash equivalents

211,811


(8,542)


7,410


(74,850)

Cash and cash equivalents at beginning of period

659,181


499,482


863,582


565,790

Cash and cash equivalents at end of period

$       870,992


$       490,940


$      870,992


$      490,940

 

ARRIS INTERNATIONAL PLC









PRELIMINARY SUPPLEMENTAL SALES & NET INCOME RECONCILIATION









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




















































(in thousands, except per share data)






















Q2 2015


Q1 2016


Q2 2016


YTD Jun 2015


YTD Jun 2016





Per Diluted




Per Diluted




Per Diluted




Per Diluted




Per Diluted



Amount


Share


Amount


Share


Amount


Share


Amount


Share


Amount


Share


Sales 

$ 1,260,077




$ 1,614,706




$ 1,730,044




$ 1,225,017




$ 3,344,750

























Highlighted items:





















Reduction in revenue related to warrants

-




-




4,283




-




4,283




Sales excluding highlighted items

$ 1,260,077




$ 1,614,706




$ 1,734,327




$ 1,225,017




$ 3,349,033















































Q2 2015


Q1 2016


Q2 2016


YTD Jun 2015


YTD Jun 2016





Per Diluted




Per Diluted




Per Diluted




Per Diluted




Per Diluted



Amount


Share


Amount


Share


Amount


Share


Amount


Share


Amount


Share


Net income (loss) attributable to ARRIS International plc

$      16,758


$           0.11


$   (202,573)


$          (1.06)


$      84,228


$           0.44


$      35,883


$           0.24


$   (118,347)


$          (0.62)























Highlighted items:





















Impacting gross margin:





















Stock compensation expense

2,214


0.01


2,239


0.01


1,997


0.01


4,005


0.03


4,236


0.02


Reduction in revenue related to warrants

-


-


-


-


4,283


0.02


-


-


4,283


0.02


Acquisition accounting impacts of fair valuing inventory

-


-


30,292


0.16


20,039


0.10


-


-


50,331


0.26












































Impacting operating expenses:





















Integration, acquisition, restructuring and other costs

12,566


0.08


90,921


0.47


43,138


0.23


13,464


0.09


134,059


0.70


Amortization of intangible assets

56,783


0.38


98,493


0.51


109,883


0.57


113,930


0.76


208,376


1.08


Stock compensation expense

14,079


0.09


12,037


0.06


9,905


0.05


26,262


0.18


21,942


0.11


Noncontrolling interest share of Non-GAAP adjustments

(799)


(0.01)


(776)


-


(776)


-


(799)


(0.01)


(1,552)


(0.01)























Impacting other (income) / expense:





















Impairment of Investments 

150


-


-


-


5,000


0.03


150


-


5,000


0.03


Debt amendment fees

14,382


0.10


-


-


-


-


14,382


0.10


-


-


Credit facility - ticking fees

-


-


(9)


-


-


-


-


-


(9)


-


Foreign exchange contract losses related to cash consideration of Pace acquisition 

(6,845)


(0.05)


1,610


0.01


-


-


(6,845)


(0.05)


1,610


0.01


Loss on sale of building

-


-


-


-


-


-


5,142


0.03


-


-























Impacting income tax expense:





















Foreign withholding tax

-


-


54,741


0.28


-


-


-


-


54,741


0.28


Net tax items

(30,122)


(0.20)


3,417


0.02


(117,291)


(0.61)


(60,655)


(0.41)


(113,874)


(0.59)























Total highlighted items

62,408


0.42


292,965


1.51


76,178


0.40


109,036


0.73


369,143


1.92


Net income excluding highlighted items

$      79,166


$           0.53


$      90,392


$           0.47


$    160,406


$           0.84


$    144,919


$           0.97


$    250,796


$           1.30























Weighted average common shares - basic



146,293




191,743




190,409




145,823




191,076


Weighted average common shares - diluted



149,276




193,591




191,250




149,133




192,421






















 

ARRIS INTERNATIONAL PLC

PRELIMINARY SUPPLEMENTAL GAAP TO NON-GAAP SALES & GROSS MARGIN RECONCILATION








Q2 2015


Q1 2016


Q2 2016

Sales - GAAP

1,260.1


1,614.7


1,730.0

Fair Value of Warrants Adjustment

-


-


4.3

Adjusted Sales - Non- GAAP

1,260.1


1,614.7


1,734.3







GAAP Gross Margin

364.4


384.0


444.7

Fair Value of Inventory Adjustment

-


30.3


20.0

Equity Compensation

2.2


2.2


2.0

Fair Value of Warrants Adjustment

-


-


4.3

Adjusted Gross Margin - Non-GAAP

366.6


416.6


471.1







GAAP Gross Margin - %

28.9%


23.8%


25.7%

Adjusted Gross Margin - Non-GAAP -  %

29.1%


25.8%


27.2%

 

ARRIS INTERNATIONAL PLC

PRELIMINARY SUPPLEMENTAL GAAP TO NON-GAAP SALES & DIRECT CONTRIBUTION RECONCILATION












Q2 2016


Network &
Cloud

CPE

Corp/ Other

Total

Net Sales

563.5

1,170.3

(3.7)

1,730.0

Non GAAP Adjustments (1)

-

-

4.3

4.3

Adjusted Net Sales

563.5

1,170.3

0.6

1,734.3






Direct Contribution(2)

183.3

177.5

(174.4)

186.4

Non GAAP Adjustments (3)

-

-

36.2

36.2

Adjusted Direct Contribution

183.3

177.5

(138.2)

222.6

Direct Contribution % of sales

32.5%

15.2%


12.8%






(1)  Impact of warrant adjustment.

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

(3) Equity compensation expense, adjustments related to the acquisition accounting impacts and warrants adjustment.

 

ARRIS INTERNATIONAL PLC

PRELIMINARY SUPPLEMENTAL GAAP TO NON-GAAP EPS GUIDANCE RECONCILATION






Q3 2016 Guidance 



Estimated GAAP Sales - $M

1,698 - 1,748

Warrants - $M

2

Estimated Adjusted (Non-GAAP) Sales - $M

1,700 - 1,750





Estimated GAAP EPS 

$ 0.28 - $ 0.33

Reconciling Items:


Amortization of Intangibles

0.49

Stock Compensation Expense

0.10

Integration and Other Costs

0.06

Warrants

0.01

Net tax items

(0.22)

Subtotal

0.44

Estimated Adjusted (Non-GAAP) EPS

$ 0.72 - $ 0.77

Note:  GAAP sales and EPS will be impacted by the fair value of warrants issued which can vary depending upon the ultimate volumes, product mix and fair value calculation.

 

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:

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.

Reduction in Revenue Related to Warrants:  We entered into an agreement with a customer for the issuance of warrants to purchase up to 8.0 million of ARRIS' ordinary shares.   Vesting of the warrants is subject to certain purchase volume commitments, and therefore the  accounting guidance requires that we record 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 Inventory Valuation:  In connection with the accounting related to our acquisitions, business combinations rules require the 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 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 revenue 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 (loss) measures. We incurred expenses in connection with the ActiveVideo and the Pace 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 consists of employee severance and abandoned facilities. We believe it is useful to understand the effects of these items on our total operating expenses.

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 with Charter for the acquisition of ActiveVideo is accounted for by ARRIS under the consolidation method.  As a result, the consolidated statement of operations 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 statement of operations.  We have excluded the noncontrolling share of any non GAAP adjusted measures recorded by the joint venture, as we believe it is useful to understand the effect of excluding this item when evaluating our ongoing performance.        

Impairment of Investments: We have excluded the effect of an other-than-temporary impairment of a cost method investment 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 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 a new term A-1 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).

Credit Facility - Ticking Fees:  In connection with our acquisition of Pace, the cash portion of the consideration was funded through debt financing commitments.  A ticking fee is a fee paid to our banks to compensate for the time lag between the commitment allocation on a loan and the actual funding. We have excluded the effect of the ticking fee in calculating our non-GAAP financial measures. We believe it is useful to understand the effect of this item in our other expense (income). 

Foreign Exchange Contract (Gains) Losses Related to Cash Consideration of Pace Acquisition: In the second quarter of 2015, the Company announced its intent to acquire Pace plc in exchange for stock and cash.  We subsequently entered into foreign exchange forward contracts in order to hedge the foreign currency risk associated with the cash consideration of the Pace acquisition.  These foreign exchange forward contracts were not designated as hedges, and accordingly, all changes in the fair value of these instruments are recognized as a loss (gain) on foreign currency in the Consolidated Statements of Operations.  We believe it is useful to understand the effect of this on our other expense (income). 

Loss on Sale of Building:  In the first quarter of 2015, the Company sold land and a building that qualified for sale-leaseback accounting and was classified as an operating lease.  A loss has been recorded on the sale.  We have excluded the effect of the loss on sale of property in calculating our non-GAAP financial measures. We believe it is useful to understand the effect of excluding this item when evaluating our ongoing performance.

Foreign Withholding Tax:  In connection with our acquisition of Pace, ARRIS US Holdings, Inc. transferred shares of its subsidiary ARRIS Financing II Sarl to ARRIS International plc.  Under U.S. tax law, based on the best available information, we believe the transfer constituted a deemed distribution from ARRIS U.S. Holdings Inc. to ARRIS International plc that is treated as a dividend for U.S. tax purposes.  A deemed dividend of this type is subject to  U.S. withholding tax to the extent of the current and accumulated earnings and profits (as computed for tax purposes) ("E&P") of ARRIS U.S. Holdings Inc., which include the E&P of the former ARRIS Group, Inc. and subsidiaries through December 31, 2016.  Accordingly, ARRIS U.S. Holdings Inc. remitted U.S. withholding tax in the amount of $55 million based upon its estimated E&P of $1.1 billion and the U.S. dividend withholding tax rate of 5 percent (as provided in Article 10 (Dividends) of the United Kingdom-United States Tax Treaty).  We have excluded the withholding tax in calculating our non-GAAP financial measures.

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 valuation allowances, research and development tax credits and provision to return differences.

 

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SOURCE ARRIS

Bob Puccini, Investor Relations, +1.720.895.7787