U.S. Markets open in 5 hrs 47 mins

ARRIS Announces Preliminary and Unaudited Fourth Quarter and Full Year 2016 Results

SUWANEE, Ga., Feb. 22, 2017 /PRNewswire/ -- ARRIS International plc (ARRS) today announced preliminary and unaudited financial results for the fourth quarter and full year 2016.

Fourth Quarter 2016 Financial Highlights

  • GAAP revenues were $1.759 billion
  • Adjusted revenues (a non-GAAP measure) were $1.775 billion
  • GAAP net income was $0.45 per diluted share
  • Adjusted net income (a non-GAAP measure) was $0.79 per diluted share
  • End-of-quarter cash resources were $1.107 billion
  • Cash from operating activities was $40.0 million
  • Order backlog was $1.106 billion
  • Book-to-bill ratio was 1.04

On January 4, 2016, the Company completed its combination with Pace plc and, as a result, comparisons to prior year periods are materially affected and the results include several restructuring and acquisition related items.

"We ended the year with a strong fourth quarter, delivering results ahead of both our quarterly and annual guidance," said Bruce McClelland, ARRIS CEO. "I'm proud of the work the ARRIS team has done in 2016, completing the integration of Pace and strengthening our relationship with customers.  With respect to the first quarter 2017, we are estimating revenues in the range of $1.435 billion to $1.485 billion and adjusted revenues in the range of $1.440 billion to $1.490 billion. We expect GAAP net loss per diluted share in the range of $(0.13) to $(0.09) and adjusted net income per diluted share in the range of $0.36 to $0.40.  With regards to the remainder of 2017, we expect the year to follow a similar trend to 2016.   Guidance does not include the pending acquisition of the Ruckus Wireless and ICX Switch business announced today." ARRIS will host its 2017 Investor Day on Thursday, March 23 at The Westin New York at Times Square.    Registration for the event can be found at the Company's website: www.arris.com in the Investor Relations section.

GAAP revenues in the fourth quarter 2016 of $1.759 billion were up $657 million, or 60%, as compared to fourth quarter 2015 revenues of $1.102 billion.  Fourth quarter 2016 revenues were up $34 million, or 2%, as compared to third quarter 2016 revenues of $1.725 billion. Full year 2016 revenues were $6.829 billion, up $2.031 billion, or 42%, as compared to the full year 2015 revenues of $4.798 billion.  GAAP revenues include a $16 million reduction for the fourth quarter 2016 and a $30 million reduction for the full year ended December 31, 2016 as a result of the accounting for our customer warrant programs.

Adjusted revenues (a non-GAAP measure) in the fourth quarter 2016 were $1.775 billion as compared to $1.102 billion for the fourth quarter 2015, and the third quarter 2016 revenue of $1.735 billion. Year to date, adjusted revenues were $6.859 billion for 2016 as compared to 2015 adjusted revenues of $4.798 billion.  As noted above, the adjustments to revenues solely relate to the accounting for our customer warrant programs. 

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 fourth quarter 2016 was $0.45 per diluted share, as compared to GAAP net income of $0.20 per diluted share in the fourth quarter 2015 and a GAAP net income of $0.25 per diluted share in the third quarter 2016.  

Full year 2016 GAAP net income was $0.09 per diluted share for 2016, as compared to 2015 GAAP net income of $0.62 per diluted share.       

Adjusted net income (a non-GAAP measure) in the fourth quarter 2016 was $0.79 per diluted share, as compared to $0.62 per diluted share for the fourth quarter 2015, and third quarter 2016 adjusted net income of $0.77 per diluted share.  

Adjusted net income was $2.86 per diluted share for 2016 as compared to 2015 adjusted net income of $2.16 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 fourth quarter 2016 with $1.107 billion of cash resources, as compared to $1.110 billion at the end of the third quarter 2016.  The Company generated $40 million of cash from operating activities during the fourth quarter 2016, as compared to generating $127 million during the fourth quarter 2015.  For full year 2016, the Company generated $367 million of cash from operating activities as compared to $344 million generated during the full year 2015.

Order backlog at the end of the fourth quarter 2016 was $1.106 billion as compared to $716 million and $1.034 billion at the end of the fourth quarter 2015 and the third quarter 2016, respectively. The Company's book-to-bill ratio in the fourth quarter 2016 was 1.04 as compared to the fourth quarter 2015 of 1.14 and the third quarter 2016 of 0.88.

ARRIS management will conduct a conference call at 5:00 pm EDT, today, Wednesday, February 22, 2017, to discuss fourth quarter 2016 results, first quarter guidance and the pending acquisition of the Ruckus Wireless and ICX Switch business. You may participate in this conference call by dialing 888-713-4209 or 617-213-4863 prior to the start of the call and providing the ARRIS International plc name, conference pass code 776 161 08# 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 March 1, 2017, by dialing 888-286-8010 or 617-801-6888 for international calls and using the pass code 23890201. 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 first quarter 2017 and beyond;
  • integration of the acquired Pace business;
  • expected sales levels and acceptance of new ARRIS products;
  • expectations for the Ruckus Wireless and ICX Switch Business acquisition; 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 first quarter 2017 as well as the general outlook for 2017 are based on preliminary estimates, assumptions and projections that management believes to be reasonable at this time, but are beyond management's control;
  • the proposed acquisition of the Ruckus Wireless and ICX Switch business may not be completed as a result of failure to obtain regulatory approvals or other reasons;
  • the anticipated benefits from the acquisition may not be realized;
  • we may encounter significant transaction costs and unknown liabilities in connection with the acquisition;
  • volatility in the currency fluctuation may adversely impact our international customer's ability or willingness to purchase products and the pricing of our products;
  • 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 customers will result in fluctuations in our GAAP revenues and GAAP net income per diluted share 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; and
  • 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.

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 September 30, 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 (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

Contact:
Bob Puccini 
Investor Relations
+1.720.895.7787

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. 2017. All rights reserved.

 

 

 

ARRIS INTERNATIONAL PLC

PRELIMINARY CONSOLIDATED BALANCE SHEETS

(in thousands)

(unaudited)

























December 31,


September 30,


June 30,


March 31,


December 31,



2016


2016


2016


2016


2015












ASSETS






















Current assets:











Cash and cash equivalents


$988,445


$1,031,978


$870,992


$659,181


$863,582

Short-term investments, at fair value


107,230


67,567


21,881


17,069


15,470

Total cash, cash equivalents and short term investments


1,095,676


1,099,545


892,873


676,250


879,052












Accounts receivable, net


1,359,430


1,104,596


1,053,760


972,540


651,893

Other receivables 


73,193


45,456


55,698


31,868


12,233

Inventories, net


550,567


598,105


647,497


662,287


401,592

Prepaid income taxes


53,605


30,123


29,797


22,349


25,624

Prepaids


21,163


30,992


39,388


37,285


19,319

Other current assets


127,593


140,895


136,177


123,858


120,490

Total current assets


3,281,226


3,049,712


2,855,190


2,526,437


2,110,203












Property, plant and equipment, net 


353,378


352,380


367,696


369,255


312,311

Goodwill


2,016,169


2,083,567


2,089,840


2,068,274


1,013,963

Intangible assets, net


1,677,178


1,772,243


1,902,864


2,036,791


810,448

Investments


72,932


80,914


77,749


72,115


69,542

Noncurrent deferred income tax assets


302,098


269,011


224,889


221,315


185,439

Other assets


59,877


43,989


21,626


18,849


21,611



$7,762,857


$7,651,816


$7,539,853


$7,313,036


$4,523,516























LIABILITIES AND STOCKHOLDERS' EQUITY






















Current liabilities:











Accounts payable


$1,047,879


$1,010,152


$1,016,956


$818,494


$514,877

Accrued compensation, benefits and related taxes


139,794


123,449


97,273


97,346


111,389

Accrued warranty


49,618


56,795


66,568


58,812


27,630

Deferred revenue


132,128


160,899


147,284


144,603


137,606

Current portion of LT debt & financing lease obligations


82,734


82,762


94,217


94,119


43,591

Current income tax liabilities


23,134


1,434


2,892


65,543


8,368

Other accrued liabilities


357,823


317,638


262,603


248,812


169,169

Total current liabilities


1,833,109


1,753,129


1,687,793


1,527,729


1,012,630

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


2,180,009


2,200,642


2,221,383


2,242,071


1,496,243

Accrued pension


52,652


51,878


55,742


55,287


64,052

Noncurrent income taxes payable


127,913


109,955


84,694


68,974


42,197

Noncurrent deferred income tax liabilities


223,529


337,582


348,378


385,690


503

Other noncurrent liabilities


117,957


138,227


138,013


126,330


66,930

Total liabilities


4,535,168


4,591,412


4,536,004


4,406,081


2,682,555












Stockholders' equity:











Ordinary shares


2,831


2,825


-


-


-

Common stock


-


-


2,834


2,824


1,790

Capital in excess of par value


3,317,193


3,259,143


3,227,758


3,204,853


1,777,276

Treasury stock at cost


-


-


-


(0)


(331,329)

Accumulated other comprehensive loss


3,291


(21,410)


(28,973)


(20,476)


(12,646)

Retained earnings (deficit)


(133,548)


(220,296)


(240,424)


(324,667)


358,823

         Total ARRIS International plc stockholders' equity


3,189,768


3,020,262


2,961,195


2,862,534


1,793,914

Stockholders' equity attributable to noncontrolling interest


37,921


40,142


42,655


44,421


47,047

Total stockholders' equity


3,227,688


3,060,404


3,003,850


2,906,955


1,840,961



$7,762,857


$7,651,816


$7,539,853


$7,313,036


$4,523,516

 

 

 

 ARRIS INTERNATIONAL PLC

 PRELIMINARY CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)










For the Three Months


For the Twelve Months


Ended December 31,


Ended December 31,


2016


2015


2016


2015









Net sales

$1,759,223


$1,101,681


$6,829,118


$4,798,331

Cost of sales

1,323,620


743,008


5,121,898


3,379,409

Gross margin

435,603


358,673


1,707,220


1,418,922

Operating expenses:








Selling, general, and administrative expenses

116,577


107,866


455,171


417,086

Research and development expenses

133,459


133,236


585,967


534,168

Amortization of intangible assets

100,046


56,377


397,464


227,441

Integration, acquisition, restructuring and other costs

7,922


8,280


152,810


29,277


358,005


305,760


1,591,411


1,207,971

Operating income 

77,598


52,912


115,809


210,951

Other expense (income):








Interest expense

20,985


14,367


79,817


70,936

Loss (gain) on investments

7,788


(345)


21,193


6,219

Loss (gain) on foreign currency

(22,151)


16,557


(13,982)


20,761

Interest income

(1,623)


(587)


(4,395)


(2,379)

Other (income) expense, net

(74)


3,192


11,519


8,361

Income before income taxes

72,673


19,729


21,657


107,052

Income tax (benefit) expense 

(11,838)


(7,116)


14,231


22,594

Consolidated net income 

84,511


26,845


7,426


84,458

Net loss attributable to noncontrolling interests

(2,237)


(3,197)


(9,139)


(7,723)

Net income attributable to ARRIS International plc

$86,748


$30,041


$16,565


$92,181









Net income per common share (1):








Basic

$          0.46


$            0.20


$           0.09


$         0.63

Diluted

$          0.45


$            0.20


$           0.09


$         0.62









Weighted average common shares:








Basic

190,145


147,109


190,701


146,388

Diluted

192,400


149,842


192,185


149,359









(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 Twelve Months










Ended December 31,


Ended December 31,










2016


2015


2016


2015

















Operating Activities:









Consolidated net income 

$         84,511


$         26,845


7,426


$       84,459



Depreciation

21,764


17,537


90,577


71,780



Amortization of intangible assets

102,647


57,606


404,475


231,590



Amortization of deferred finance fees and debt discount

1,915


1,671


7,705


9,646



Impairment of intangible assets

-


-


2,200


-



Deferred income tax (benefit) provision

(76,924)


(9,550)


(171,742)


5,418



Remeasurement of certain deferred tax liabilities

(16,356)


-


(16,356)


-



Stock compensation expense

18,483


17,662


62,535


64,218



Provision for non-cash warrants

16,264


-


30,158


-



Provision for doubtful accounts

246


744


1,386


2,997



Loss on disposal of plant, property and equipment and other

3,828


1,718


8,706


7,776



Loss on investments

7,788


(345)


21,194


6,220



Excess tax benefits from stock-based compensation plans

(96)


(3,643)


(3,656)


(3,997)


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










Accounts receivable

(255,441)


(4,911)


(257,330)


(55,132)



Other receivables

(27,737)


(6,766)


(31,517)


(6,017)



Inventory

47,538


(34,056)


278,667


(6,685)



Accounts payable and accrued liabilities

58,026


8,937


(189,919)


15,065



Prepaids and other, net

53,174


53,936


122,317


(83,466)




Net cash provided by operating activities

39,630


127,385


366,826


343,872












Investing Activities:









Purchases of investments

(63,365)


(8,952)


(133,220)


(48,566)


Sales of investments

22,605


100,399


25,931


161,824


Purchases of property, plant & equipment, net

(26,114)


(12,192)


(66,760)


(49,890)


Proceeds from sale-leaseback transaction

-


-


-


24,960


Acquisitions, net of cash acquired

-


-


(340,118)


(97,905)


Purchases of intangible assets

(2,216)


(2,000)


(5,526)


(39,340)


Other, net

-


-


3,507


2,971




Net cash (used in) provided by investing activities

(69,090)


77,255


(516,186)


(45,946)












Financing Activities:









Proceeds from issuance of debt

-


-


800,000


-


Proceeds from sale-leaseback financing transaction

-


-


-


58,729


Payment of accounts receivable financing facility

-


-


(23,546)


-


Payment of financing lease obligation

(201)


(161)


(758)


(425)


Payment of debt obligations

(22,375)


(12,375)


(319,750)


(53,500)


Payment for deferred financing costs and debt discount

-


-


(2,304)


(8,239)


Repurchase of ordinary shares

-


-


(178,035)


(24,999)


Excess income tax benefits from stock-based compensation plans

96


3,643


3,656


3,997


Repurchase of shares to satisfy employee minimum tax withholdings

(163)


(14,228)


(17,925)


(46,680)


Proceeds from issuance of shares, net

8,570


8,173


12,885


16,189


Contribution from noncontrolling interest

-


544


-


54,794




Net cash (used in) provided by financing activities

(14,073)


(14,404)


274,223


(134)















Net (decrease) increase in cash and cash equivalents

(43,533)


190,236


124,863


297,792

Cash and cash equivalents at beginning of period

1,031,978


673,346


863,582


565,790

Cash and cash equivalents at end of period

$       988,445


$       863,582


$      988,445


$      863,582

 

 

 

ARRIS INTERNATIONAL PLC

PRELIMINARY ADJUSTED SALES & NET INCOME RECONCILIATION

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




















Q4 2015


Q3 2016


Q4 2016


DEC YTD 2015


DEC YTD 2016



Amount

Per
Diluted
Share


Amount

Per
Diluted
Share


Amount

Per
Diluted
Share


Amount

Per
Diluted
Share


Amount

Per
Diluted
Share


Sales

$1,101,681



$1,725,145



$1,759,223



$4,798,332



$6,829,118



Highlighted items:
    Reduction in revenue related to warrants



9,611



16,264





30,158



Adjusted sales 

$1,101,681



$1,734,756



$1,775,487



$4,798,332



$6,859,276



















Net income attributable to ARRIS International plc

30,041

0.20


48,162

0.25


86,748

0.45


92,181

0.62


16,565

0.09


Highlighted Items:
Impacting gross margin:
















Stock compensation expense

2,219

0.01


2,773

0.01


2,837

0.01


8,508

0.06


9,846

0.05


Reduction in revenue related to warrants


9,611

0.05


16,264

0.08



30,158

0.16


Acquisition accounting impacts of fair valuing inventory


493


580



51,404

0.27


Impacting operating expenses:
















Integration, acquisition, restructuring and other costs

8,281

0.06


10,831

0.06


7,922

0.04


29,277

0.20


152,810

0.80


Amortization of intangible assets

56,377

0.38


89,042

0.46


100,046

0.52


227,440

1.52


397,463

2.07


Stock compensation expense

15,443

0.10


15,102

0.08


15,646

0.08


55,710

0.37


52,690

0.27


Noncontrolling interest share of Non-GAAP adjustments

(1,357)

(0.01)


(786)

(0.00)


(807)

(0.00)


(2,947)

(0.02)


(3,145)

(0.02)


Impacting other (income)/expense:
















Impairment of Investments

(159)


2,851

0.01


4,446

0.02


(9)


12,297

0.06


Debt amendment fees

291


(237)



15,342

0.10


(237)


Credit facility - ticking fees

1,022




1,700

0.01


(9)


Foreign exchange contract losses related to cash
consideration of Pace acquisition

13,699

0.09




22,283

0.15


1,610

0.01


Remeasurement of certain deferred tax liabilities


-



(16,356)



(16,356)

(0.09)


Adjustment to liability related to foreign tax credit benefits




(3,669)

(0.02)



France R&D tax credit reclassification


4,992

0.03


(4,992)

(0.03)




Loss on sale of building




5,142

0.03



Impacting income tax expense:
















France R&D tax credit reclassification


(4,992)

(0.03)


4,992

0.03




Foreign withholding tax





54,741

0.28


Net tax items

(32,363)

(0.22)


(31,145)

(0.16)


(64,417)

(0.33)


(128,864)

(0.86)


(209,437)

(1.09)


Total highlighted items

63,453

0.42


98,535

0.51


66,161

0.34


229,913

1.54


533,835

2.78


Adjusted net income 

93,494

0.62


146,697

0.77


152,909

0.79


322,094

2.16


550,400

2.86


Weighted average common shares - basic


147,109



190,515



190,145



146,388



190,701


Weighted average common shares - diluted


149,842



191,508



192,400



149,359



192,185


 

 

 

ARRIS INTERNATIONAL PLC

PRELIMINARY SUPPLEMENTAL GAAP TO ADJUSTED SALES & GROSS MARGIN RECONCILATION

(in thousands)

(unaudited)








Q4 2015


Q3 2016


Q4 2016

Sales - GAAP

1,101,681


1,725,145


1,759,223

Fair Value of Warrants Adjustment

-


9,611


16,264

Adjusted Sales - Non- GAAP

1,101,681


1,734,757


1,775,487







GAAP Gross Margin

358,673


442,850


435,603

Fair Value of Inventory Adjustment

-


494


580

Equity Compensation

2,219


2,773


2,837

Fair Value of Warrants Adjustment

-


9,611


16,264

Adjusted Gross Margin - Non-GAAP

360,892


455,728


455,284







GAAP Gross Margin - %

32.6%


25.7%


24.8%

Adjusted Gross Margin - Non-GAAP -  %

32.8%


26.3%


25.6%

 

 

 

ARRIS INTERNATIONAL PLC

PRELIMINARY SUPPLEMENTAL GAAP TO ADJUSTED SALES & DIRECT CONTRIBUTION RECONCILATION

(in thousands)

(unaudited)







Q4 2016


Network &
Cloud

CPE

Corp/ Other

Total

Net Sales

519,871

1,255,552

(16,200)

1,759,223

Non GAAP Adjustments (1)

-

-

16,264

16,264

Adjusted Net Sales

519,871

1,255,552

64

1,775,487






Direct Contribution(2)

179,128

182,679

(176,240)

185,567

Non GAAP Adjustments (3)

-

-

35,327

35,327

Adjusted Direct Contribution

179,128

182,679

(140,913)

220,894

Direct Contribution % of sales

34.5%

14.5%


12.4%






(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 ADJUSTED EPS GUIDANCE RECONCILATION

(in thousands)




Q1 2017 Guidance 



Estimated GAAP Sales - $M

1,435 - 1,485

Warrants - $M

5

Estimated Adjusted (Non-GAAP) Sales - $M

1,440 - 1,490





Estimated GAAP EPS 

$ (0.13) - $ (0.09)

Reconciling Items:


Amortization of Intangibles

0.48

Stock Compensation Expense

0.10

Integration and Other Costs

0.01

Warrants

0.02

Net tax items

(0.12)

Subtotal

0.49

Estimated Adjusted (Non-GAAP) EPS

$ 0.36 - $ 0.40


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:

Reduction in Revenue Related to Warrants:  We entered into agreements with customers for the issuance of warrants to purchase up to 14.0 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 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.

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 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 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 (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). 

Remeasurement of Deferred Tax Liability Related to Acquired Intangible Assets:  In the fourth quarter of 2016, the Company recorded a foreign currency remeasurement gain related to a deferred income tax liability, in the United Kingdom, arising from the assignment of intangibles acquired in the Pace acquisition.  This deferred income tax liability is denominated in GBP.  The foreign currency remeasurement gain derives from the remeasurement of the GBP deferred income tax liability to the USD, since the date of the acquisition.  We have excluded the impact of this gain 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).

Adjustment to Liability Related to Foreign Tax Credit Benefits:  In connection with our acquisition of Motorola Home, we have obtained certain foreign tax credit benefits for which we have recorded a liability to Google resulting from certain provisions in the acquisition agreement.  The expense and subsequent adjustments related to this liability has been recorded as part of other expense (income).  We have excluded the effect of the expense in the calculation of our non-GAAP financial measures.  We believe it is useful to understand the effects of this item on our total other expense (income).

France R&D Tax Credit:  France R&D tax credits were recorded as an other asset on the date of our acquisition of Pace, as Pace France, a subsidiary of Pace, had a history of losses and did not expect to utilize their R&D Tax Credits against a future France income tax liability but rather expected to use the credits to offset non-income taxes. In the third quarter of 2016, our restructuring in France required a reclassification of the R&D tax credits from other assets to deferred tax assets prior to the utilization of the tax credits.  This impact of the reclassification was a charge to other expense with an offsetting tax benefit.  However, during the fourth quarter of 2016, the Company determined that the original classification within income taxes was more appropriate and therefore the reclassification from the third quarter of 2016 reversed.  We have excluded the effect of the other expense and tax benefit in the calculation of our non-GAAP financial measures.  We believe it is useful to understand the effects of this event on our total other expense (income) and income tax.

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.

To view the original version on PR Newswire, visit:http://www.prnewswire.com/news-releases/arris-announces-preliminary-and-unaudited-fourth-quarter-and-full-year-2016-results-300411975.html