Fourth Quarter 2017 Financial Highlights
- Revenues were
$1.739 billion - GAAP net income was
$0.07 per diluted share - Adjusted net income (a non-GAAP measure) was
$0.88 per diluted share - End-of-quarter cash resources were
$511 million $50 million of share repurchases$822 million of cash resources used to complete Ruckus Networks acquisition- Order backlog was
$1.1 billion - Book-to-bill ratio was 1.02
"Our strong fourth quarter results capped a year in which we made important strategic and financial strides in positioning ARRIS for long-term profitable growth," said
"With respect to the first quarter 2018, we are estimating revenues in the range of
ARRIS will host its 2018 Investor Day on
Revenues in the fourth quarter 2017 of
GAAP net income in the fourth quarter 2017 was
Full year 2017 GAAP net income was
Adjusted net income (a non-GAAP measure) in the fourth quarter 2017 was
Adjusted net income was
A reconciliation of adjusted net income per diluted share to GAAP net income per diluted share is attached to this release and can be found on the Company's website (www.arris.com).
Cash & Cash Equivalents - The Company ended the fourth quarter 2017 with
The Company used
The Company repurchased 1.9 million ordinary shares for
The Company consumed
Order backlog at the end of the fourth quarter 2017 was
ARRIS management will conduct a conference call at
Forward-Looking Statements
Statements made in this press release, including those related to revenues and net income for the first 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 first quarter and full year 2018 are based on preliminary estimates, assumptions and projections that management believes to be reasonable at this time, but are beyond management's control;
- the anticipated benefits from the Ruckus Networks acquisition may not be realized;
- the Company may encounter significant integration costs and unknown liabilities in connection with the Ruckus Networks acquisition;
- volatility in component pricing and supply could impact revenues and gross margins more than currently anticipated;
- failure to receive clearance from
U.S. Customs and Border Protection to allow the import and sale of certain products currently subject to an ITC exclusion order could significantly impact financial 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 theEuropean 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
About ARRIS
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, Inc. All other trademarks are the property of their respective owners. © 2018
ARRIS INTERNATIONAL PLC |
||||||||||
PRELIMINARY CONSOLIDATED BALANCE SHEETS |
||||||||||
(in thousands) |
||||||||||
(unaudited) |
||||||||||
December 31, |
September 30, |
June 30, |
March 31, |
December 31, |
||||||
2017 |
2017 |
2017 |
2017 |
2016 |
||||||
ASSETS |
||||||||||
Current assets: |
||||||||||
Cash and cash equivalents |
$487,573 |
$1,379,827 |
$1,346,028 |
$1,126,248 |
$980,123 |
|||||
Short-term investments, at fair value |
23,874 |
33,309 |
38,759 |
90,673 |
115,553 |
|||||
Total cash, cash equivalents and short term investments |
511,447 |
1,413,136 |
1,384,787 |
1,216,921 |
1,095,676 |
|||||
Accounts receivable, net |
1,218,088 |
1,056,225 |
991,539 |
1,069,771 |
1,359,430 |
|||||
Other receivables |
158,970 |
145,658 |
132,742 |
57,454 |
73,193 |
|||||
Inventories, net |
819,373 |
775,142 |
657,881 |
556,264 |
551,541 |
|||||
Prepaid income taxes |
28,351 |
41,780 |
16,354 |
21,845 |
51,476 |
|||||
Prepaids |
26,644 |
27,954 |
32,149 |
27,898 |
21,163 |
|||||
Other current assets |
145,953 |
109,567 |
119,405 |
132,338 |
127,593 |
|||||
Total current assets |
2,908,826 |
3,569,462 |
3,334,857 |
3,082,491 |
3,280,072 |
|||||
Property, plant and equipment, net |
372,467 |
347,506 |
355,033 |
354,050 |
353,377 |
|||||
Goodwill |
2,278,512 |
2,016,580 |
2,014,550 |
2,018,012 |
2,016,169 |
|||||
Intangible assets, net |
1,771,363 |
1,406,591 |
1,491,103 |
1,586,187 |
1,677,178 |
|||||
Investments |
71,082 |
73,199 |
61,047 |
65,035 |
72,932 |
|||||
Deferred income taxes |
115,435 |
193,703 |
199,102 |
190,037 |
298,757 |
|||||
Other assets |
101,858 |
57,246 |
54,843 |
58,919 |
59,877 |
|||||
$7,619,543 |
$7,664,287 |
$7,510,535 |
$7,354,731 |
$7,758,362 |
||||||
LIABILITIES AND STOCKHOLDERS' EQUITY |
||||||||||
Current liabilities: |
||||||||||
Accounts payable |
$1,201,094 |
$1,266,214 |
$1,201,883 |
$1,020,234 |
$1,048,904 |
|||||
Accrued compensation, benefits and related taxes |
155,966 |
102,222 |
81,355 |
73,220 |
139,794 |
|||||
Accrued warranty |
44,507 |
45,036 |
44,812 |
46,330 |
49,618 |
|||||
Deferred revenue |
115,223 |
118,598 |
130,454 |
145,197 |
132,128 |
|||||
Current portion of LT debt & financing lease obligations |
83,559 |
89,156 |
89,336 |
82,767 |
82,734 |
|||||
Income taxes payable |
6,897 |
4,420 |
9,487 |
20,278 |
23,133 |
|||||
Other accrued liabilities |
320,211 |
327,099 |
303,013 |
300,861 |
357,823 |
|||||
Total current liabilities |
1,927,458 |
1,952,745 |
1,860,340 |
1,688,887 |
1,834,134 |
|||||
Long-term debt & financing lease obligations, net of current portion |
2,116,244 |
2,112,494 |
2,134,506 |
2,159,300 |
2,180,009 |
|||||
Accrued pension |
42,637 |
54,867 |
55,532 |
54,809 |
52,652 |
|||||
Noncurrent income taxes |
144,665 |
115,434 |
114,187 |
120,493 |
123,344 |
|||||
Deferred income taxes |
68,888 |
83,058 |
83,516 |
89,260 |
223,529 |
|||||
Other noncurrent liabilities |
134,519 |
118,420 |
120,381 |
112,977 |
117,957 |
|||||
Total liabilities |
4,434,412 |
4,437,018 |
4,368,462 |
4,225,726 |
4,531,625 |
|||||
Stockholders' equity: |
||||||||||
Ordinary shares |
2,768 |
2,788 |
2,786 |
2,802 |
2,831 |
|||||
Capital in excess of par value |
3,387,128 |
3,367,940 |
3,356,183 |
3,322,803 |
3,314,707 |
|||||
Accumulated other comprehensive loss |
4,552 |
8,838 |
2,211 |
10,628 |
3,291 |
|||||
Accumulated deficit |
(224,784) |
(188,375) |
(256,705) |
(243,207) |
(132,013) |
|||||
Total ARRIS International plc stockholders' equity |
3,169,664 |
3,191,191 |
3,104,475 |
3,093,026 |
3,188,816 |
|||||
Stockholders' equity attributable to noncontrolling interest |
15,467 |
36,078 |
37,598 |
35,979 |
37,921 |
|||||
Total stockholders' equity |
3,185,131 |
3,227,269 |
3,142,073 |
3,129,005 |
3,226,737 |
|||||
$7,619,543 |
$7,664,287 |
$7,510,535 |
$7,354,731 |
$7,758,362 |
||||||
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, |
||||||
2017 |
2016 |
2017 |
2016 |
||||
Net sales |
$1,738,593 |
$1,759,223 |
$6,614,392 |
$6,829,118 |
|||
Cost of sales |
1,244,124 |
1,323,222 |
4,948,153 |
5,121,501 |
|||
Gross margin |
494,469 |
436,001 |
1,666,239 |
1,707,617 |
|||
Operating expenses: |
|||||||
Selling, general, and administrative expenses |
140,653 |
115,597 |
473,619 |
454,190 |
|||
Research and development expenses |
141,441 |
132,401 |
539,094 |
584,909 |
|||
Amortization of intangible assets |
100,588 |
100,046 |
375,407 |
397,464 |
|||
Integration, acquisition, restructuring and other costs |
67,734 |
15,450 |
98,356 |
160,337 |
|||
Impairment of goodwill and intangible assets |
55,000 |
- |
55,000 |
- |
|||
505,417 |
363,494 |
1,541,477 |
1,596,900 |
||||
Operating (loss) income |
(10,948) |
72,507 |
124,762 |
110,717 |
|||
Other expense (income): |
|||||||
Interest expense |
23,850 |
20,985 |
87,088 |
79,817 |
|||
Loss on investments |
2,088 |
7,788 |
11,066 |
21,194 |
|||
Loss (gain) on foreign currency |
4,188 |
(22,151) |
9,757 |
(13,982) |
|||
Interest income |
(1,978) |
(1,623) |
(7,976) |
(4,395) |
|||
Other (income) expense, net |
(402) |
(7,601) |
1,873 |
3,991 |
|||
Income (loss) before income taxes |
(38,693) |
75,109 |
22,952 |
24,092 |
|||
Income tax (benefit) expense |
(31,656) |
(10,937) |
(44,268) |
15,131 |
|||
Consolidated net (loss) income |
(7,038) |
86,046 |
67,221 |
8,961 |
|||
Net loss attributable to noncontrolling interests |
(20,604) |
(2,237) |
(25,903) |
(9,139) |
|||
Net income attributable to ARRIS International plc |
$13,566 |
$88,283 |
$93,124 |
$18,100 |
|||
Net income per ordinary share (1): |
|||||||
Basic |
$ 0.07 |
$ 0.46 |
$ 0.50 |
$ 0.09 |
|||
Diluted |
$ 0.07 |
$ 0.46 |
$ 0.49 |
$ 0.09 |
|||
Weighted average ordinary shares: |
|||||||
Basic |
186,548 |
190,145 |
187,133 |
190,701 |
|||
Diluted |
188,829 |
192,400 |
189,616 |
192,185 |
|||
(1) Calculated based on net income (loss) 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, |
||||||||||||||
2017 |
2016 |
2017 |
2016 |
||||||||||||
Operating Activities: |
|||||||||||||||
Consolidated net (loss) income |
$ (7,038) |
$ 86,046 |
$ 67,221 |
$ 8,961 |
|||||||||||
Depreciation |
22,855 |
21,764 |
88,195 |
90,577 |
|||||||||||
Amortization of acquired intangible assets |
102,455 |
102,647 |
382,416 |
404,475 |
|||||||||||
Amortization of deferred finance fees and debt discount |
2,339 |
1,915 |
7,960 |
7,705 |
|||||||||||
Impairment of goodwill and intangible assets |
55,000 |
- |
55,000 |
2,200 |
|||||||||||
Deferred income taxes |
(29,449) |
(53,600) |
(65,989) |
(148,418) |
|||||||||||
Foreign currency remeasurement of deferred income taxes |
320 |
(16,356) |
10,490 |
(16,356) |
|||||||||||
Stock compensation expense |
18,706 |
15,997 |
81,557 |
60,049 |
|||||||||||
Provision for non-cash warrants |
(8,145) |
16,265 |
- |
30,159 |
|||||||||||
Provision for doubtful accounts |
(7) |
246 |
(566) |
1,386 |
|||||||||||
Loss on disposal of plant, property and equipment and other |
1,187 |
3,828 |
7,063 |
8,706 |
|||||||||||
Loss on investments and others |
2,088 |
7,788 |
11,065 |
21,194 |
|||||||||||
Excess tax benefits from stock-based compensation plans |
- |
(16,525) |
- |
(20,085) |
|||||||||||
Changes in operating assets & liabilities, net of effects of acquisitions and disposals: |
|||||||||||||||
Accounts receivable |
(129,282) |
(256,788) |
175,930 |
(258,677) |
|||||||||||
Other receivables |
(13,312) |
(27,737) |
(85,777) |
(31,517) |
|||||||||||
Inventories |
3,989 |
51,515 |
(218,744) |
282,644 |
|||||||||||
Accounts payable and accrued liabilities |
(88,913) |
69,859 |
43,524 |
(178,086) |
|||||||||||
Prepaids and other, net |
(10,568) |
28,435 |
(25,508) |
97,578 |
|||||||||||
Net cash (used in) provided by operating activities |
(77,775) |
35,299 |
533,837 |
362,495 |
|||||||||||
Investing Activities: |
|||||||||||||||
Purchases of investments |
(243) |
(71,688) |
(68,493) |
(141,543) |
|||||||||||
Sales of investments |
10,000 |
22,605 |
165,301 |
25,931 |
|||||||||||
Purchases of property, plant & equipment, net |
(15,683) |
(26,114) |
(78,072) |
(66,760) |
|||||||||||
Acquisitions, net of cash acquired |
(760,802) |
- |
(760,802) |
(340,118) |
|||||||||||
Purchases of intangible assets |
- |
(2,216) |
(6,422) |
(5,526) |
|||||||||||
Other, net |
- |
- |
826 |
3,507 |
|||||||||||
Net cash used in investing activities |
(766,728) |
(77,413) |
(747,662) |
(524,509) |
|||||||||||
Financing Activities: |
|||||||||||||||
Proceeds from issuance of debt |
145,533 |
- |
175,847 |
800,000 |
|||||||||||
Payment of accounts receivable financing facility |
- |
- |
- |
(23,546) |
|||||||||||
Payment of financing lease obligation |
(187) |
(201) |
(777) |
(758) |
|||||||||||
Payment of debt obligations |
(145,033) |
(22,375) |
(244,009) |
(319,750) |
|||||||||||
Payment for deferred financing costs and debt discount |
(4,499) |
- |
(5,961) |
(2,304) |
|||||||||||
Repurchase of shares |
(50,000) |
- |
(196,965) |
(178,035) |
|||||||||||
Excess income tax benefits from stock-based compensation plans |
- |
16,525 |
- |
20,085 |
|||||||||||
Repurchase of shares to satisfy employee minimum tax withholdings |
(214) |
(163) |
(26,573) |
(17,925) |
|||||||||||
Proceeds from issuance of shares, net |
8,846 |
8,570 |
17,469 |
12,885 |
|||||||||||
Contribution from noncontrolling interest |
- |
- |
3,500 |
- |
|||||||||||
Net cash (used in) provided by financing activities |
(45,554) |
2,356 |
(277,469) |
290,652 |
|||||||||||
Effect of exchange rate changes on cash and cash equivalents |
(2,197) |
(12,097) |
(1,256) |
(12,097) |
|||||||||||
Net (decrease) increase in cash and cash equivalents |
(892,254) |
(51,855) |
(492,550) |
116,541 |
|||||||||||
Cash and cash equivalents at beginning of period |
1,379,827 |
1,031,978 |
980,123 |
863,582 |
|||||||||||
Cash and cash equivalents at end of period |
$ 487,573 |
$ 980,123 |
$ 487,573 |
$ 980,123 |
|||||||||||
ARRIS INTERNATIONAL PLC |
|||||||||||||||
PRELIMINARY ADJUSTED SALES & NET INCOME RECONCILIATION |
|||||||||||||||
(in thousands, except per share data) (unaudited) |
|||||||||||||||
Q4 2016 |
Q3 2017 |
Q4 2017 |
DEC YTD 2016 |
DEC YTD 2017 |
|||||||||||
Amount |
Per Diluted Share |
Amount |
Per Diluted Share |
Amount |
Per Diluted Share |
Amount |
Per Diluted Share |
Amount |
Per Diluted Share |
||||||
Sales |
$1,759,223 |
$1,728,524 |
$1,738,593 |
$6,829,118 |
$6,614,392 |
||||||||||
Highlighted items: |
16,265 |
3,064 |
(8,145) |
30,159 |
– |
||||||||||
Acquisition accounting impacts of deferred revenue |
- |
1,120 |
- |
1,120 |
|||||||||||
Adjusted sales |
$1,775,488 |
$1,731,588 |
$1,731,568 |
$6,859,277 |
$6,615,512 |
||||||||||
Net income attributable to ARRIS International plc |
$ 88,283 |
$ 0.46 |
$ 88,320 |
$ 0.47 |
$ 13,566 |
$ 0.07 |
$ 18,100 |
$ 0.09 |
$ 93,124 |
$ 0.49 |
|||||
Highlighted Items: |
|||||||||||||||
Stock compensation expense |
2,388 |
0.01 |
3,897 |
0.02 |
3,303 |
0.02 |
9,397 |
0.05 |
13,947 |
0.07 |
|||||
Reduction in revenue related to warrants |
16,265 |
0.08 |
3,064 |
0.02 |
(8,145) |
(0.04) |
30,159 |
0.16 |
– |
– |
|||||
Acquisition accounting impacts of deferred revenue |
– |
– |
– |
– |
1,120 |
0.01 |
– |
– |
1,120 |
0.01 |
|||||
Acquisition accounting impacts of fair valuing inventory |
581 |
0.00 |
– |
– |
7,560 |
0.04 |
51,405 |
0.27 |
8,468 |
0.04 |
|||||
Impacting operating expenses: |
|||||||||||||||
Integration, acquisition, restructuring and other costs |
7,922 |
0.04 |
10,836 |
0.06 |
67,734 |
0.36 |
152,810 |
0.80 |
98,356 |
0.52 |
|||||
Amortization of intangible assets |
100,046 |
0.52 |
90,162 |
0.48 |
100,588 |
0.53 |
397,464 |
2.07 |
375,407 |
1.98 |
|||||
Impairment on goodwill and intangible assets |
– |
– |
– |
– |
55,000 |
0.29 |
– |
– |
55,000 |
0.29 |
|||||
Stock compensation expense |
13,608 |
0.07 |
16,316 |
0.09 |
15,403 |
0.08 |
50,652 |
0.26 |
66,711 |
0.35 |
|||||
Noncontrolling interest share of non-GAAP adj |
(807) |
– |
(711) |
– |
(20,026) |
(0.11) |
(3,145) |
(0.02) |
(22,352) |
(0.12) |
|||||
Impacting other (income)/expense: |
|||||||||||||||
Impairment (gain) on investments |
4,446 |
0.02 |
(1,821) |
(0.01) |
– |
– |
12,297 |
0.06 |
929 |
0.00 |
|||||
Debt amendment fees |
– |
– |
– |
– |
3,069 |
0.02 |
(237) |
– |
5,851 |
0.03 |
|||||
Credit facility - ticking fees |
– |
– |
– |
– |
– |
– |
(9) |
– |
– |
– |
|||||
FX contract losses related to cash consideration of Pace acquisition |
– |
– |
– |
– |
– |
– |
1,610 |
0.01 |
– |
– |
|||||
Remeasurement of certain deferred tax liabilities |
(16,356) |
(0.09) |
3,569 |
0.02 |
851 |
– |
(16,356) |
(0.09) |
9,359 |
0.05 |
|||||
France R&D tax credit |
(4,992) |
(0.03) |
– |
– |
– |
– |
– |
– |
– |
– |
|||||
Impacting income tax expense: |
|||||||||||||||
Foreign withholding tax |
– |
– |
– |
– |
– |
– |
54,741 |
0.28 |
– |
– |
|||||
Net tax items |
(58,513) |
(0.30) |
(62,698) |
(0.33) |
(73,038) |
(0.39) |
(208,524) |
(1.09) |
(189,884) |
(1.00) |
|||||
Total highlighted items |
64,588 |
0.34 |
62,614 |
0.33 |
153,419 |
0.81 |
532,264 |
2.77 |
422,912 |
2.23 |
|||||
Adjusted net income |
$ 152,871 |
$ 0.79 |
$ 150,934 |
$ 0.80 |
$ 166,985 |
$ 0.88 |
$ 550,364 |
$ 2.86 |
$ 516,036 |
$ 2.72 |
|||||
Weighted average ordinary shares - basic |
190,145 |
187,064 |
186,548 |
190,701 |
187,133 |
||||||||||
Weighted average ordinary shares - diluted |
192,400 |
188,941 |
188,829 |
192,185 |
189,616 |
||||||||||
ARRIS INTERNATIONAL PLC |
|||||||||
PRELIMINARY SUPPLEMENTAL GAAP TO ADJUSTED SALES & GROSS MARGIN RECONCILIATION |
|||||||||
(in thousands) |
|||||||||
(unaudited) |
|||||||||
Q4 2016 |
Q3 2017 |
Q4 2017 |
FY 2016 |
FY 2017 |
|||||
Sales - GAAP |
1,759,220 |
1,728,524 |
1,738,593 |
6,829,110 |
6,614,392 |
||||
Fair Value of Warrants Adjustment |
16,264 |
3,064 |
(8,145) |
30,159 |
- |
||||
Fair Value of Deferred Revenue Adjustment |
- |
- |
1,120 |
1,120 |
|||||
Adjusted Sales - Non- GAAP |
1,775,485 |
1,731,588 |
1,731,569 |
6,859,270 |
6,615,513 |
||||
GAAP Gross Margin |
435,997 |
431,155 |
494,469 |
1,707,609 |
1,666,239 |
||||
Fair Value of Inventory Adjustment |
580 |
- |
7,560 |
51,405 |
8,468 |
||||
Fair Value of Deferred Revenue Adjustment |
- |
- |
1,120 |
- |
1,120 |
||||
Equity Compensation |
2,388 |
3,897 |
3,303 |
9,397 |
13,947 |
||||
Fair Value of Warrants Adjustment |
16,264 |
3,064 |
(8,145) |
30,159 |
- |
||||
Adjusted Gross Margin - Non-GAAP |
455,229 |
438,116 |
498,307 |
1,798,569 |
1,689,774 |
||||
GAAP Gross Margin - % |
24.8% |
24.9% |
28.4% |
25.0% |
25.2% |
||||
Adjusted Gross Margin - Non-GAAP - % |
25.6% |
25.3% |
28.8% |
26.2% |
25.5% |
||||
ARRIS INTERNATIONAL PLC |
|||||
PRELIMINARY SUPPLEMENTAL GAAP TO ADJUSTED SALES & DIRECT CONTRIBUTION RECONCILIATION |
|||||
(in thousands) |
|||||
(unaudited) |
|||||
Q4 2017 |
|||||
Network & Cloud |
CPE |
Enterprise |
Corp/ Other |
Total |
|
Net Sales |
595,842 |
1,089,981 |
45,749 |
7,021 |
1,738,593 |
Non GAAP Adjustments (1) |
- |
- |
- |
(7,021) |
(7,021) |
Adjusted Net Sales |
595,842 |
1,089,981 |
45,749 |
0 |
1,731,572 |
Direct Contribution(2) |
262,868 |
123,678 |
6,094 |
(180,265) |
212,375 |
Non GAAP Adjustments (3) |
- |
- |
- |
19,241 |
19,241 |
Adjusted Direct Contribution |
262,868 |
123,678 |
6,094 |
(161,024) |
231,616 |
Direct Contribution % of sales |
44.1% |
11.3% |
13.3% |
13.4% |
|
(1) Impact of warrants adjustment and 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) Equity compensation expense, adjustments related to the acquisition accounting impacts and warrants adjustment |
ARRIS INTERNATIONAL PLC |
|||
PRELIMINARY SUPPLEMENTAL GAAP TO ADJUSTED EPS GUIDANCE RECONCILIATION |
|||
(in millions, except per share data) |
|||
Q1 2018 Guidance |
FY 2018 Guidance |
||
Estimated GAAP EPS |
$ (0.43) - $ (0.38) |
$ 0.48 - $ 0.73 |
|
Reconciling Items: |
|||
Amortization of Intangibles |
0.63 |
2.12 |
|
Stock Compensation Expense |
0.11 |
0.50 |
|
Integration and Other Costs |
0.12 |
0.15 |
|
Purchase Accounting Items |
0.15 |
0.20 |
|
Impairment of Goodwill and Intangible assets |
0.04 |
0.04 |
|
Net Tax items |
(0.12) |
(0.69) |
|
Subtotal |
0.93 |
2.32 |
|
Estimated Adjusted (Non-GAAP) EPS |
$ 0.50 - $ 0.55 |
$ 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
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.
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 Deferred Revenue: In connection with our acquisition of Ruckus Networks, business combination rules require us to account for the fair values of arrangements for which acceptance has not been obtained, and 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. We believe the adjustment to these revenues is useful as a measure of the ongoing performance of our business. We have historically 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 our contracts
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 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 Costs 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, Pace Combination and pending Ruckus Networks acquisition, 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 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.
Impairment of Goodwill and Intangibles: 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 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.
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 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 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 effects 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, the Company amended its credit agreement. This debt modification allowed us to improve the terms and conditions of the credit agreement and extend the maturitity of the Term Loan B. 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 interest expense.
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 was 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 Losses Related to Cash Consideration of Pace Acquisition: In the second quarter of 2015, the Company announced its intent to acquire
Remeasurement of Certain Deferred Tax Liabilities: The Company recorded a foreign currency remeasurement (gain) loss related to a deferred income tax liability, in the
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
Foreign Withholding Tax: In connection with our acquisition of Pace,
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, bob.puccini@arris.com