First Quarter 2018 Financial Highlights
- Revenues were
$1.578 billion - GAAP net loss was
($0.07) per diluted share - Adjusted net income (a non-GAAP measure) was
$0.73 per diluted share - End-of-quarter cash resources were
$543 million - Cash from operating activities was
$96 million - Order backlog was
$1.3 billion - Book-to-bill ratio was 1.11
- Repurchased ~986,000 shares for
$25 million
"We delivered strong profitability to start the year, led by a great quarter of E6000 DOCSIS® 3.1 capacity sales and Enterprise Networks' results," said
"With respect to the second quarter 2018, we expect revenues will be in the range of
On
Revenues in the first quarter 2018 of
GAAP net loss in the first quarter 2018 was
Adjusted net income (a non-GAAP measure) in the first quarter 2018 was
A reconciliation of adjusted net income to GAAP net loss is attached to this release and can also be found on the Company's website (www.arris.com).
Cash resources of the Company at the end of the first quarter, 2018 were
The Company repurchased approximately 986,000 ordinary shares for
Order backlog at the end of the first quarter 2018 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 second quarter and full year 2018, growth expectations, cost initiatives, the general market outlook and industry trends are forward-looking statements. These statements involve risks and uncertainties that may cause actual results to differ materially from those set forth in these statements. Among other things:
- projected results for the second quarter 2018, as well as the general outlook for 2018, are based on preliminary estimates, assumptions and projections that management believes to be reasonable at this time, but are beyond management's control;
- volatility in component pricing and supply could impact revenues and gross margins more than currently anticipated;
- the anticipated benefits from the Ruckus Networks acquisition may not be realized;
- proposed tariffs on the import of certain products into the U.S., and any retaliatory tariffs imposed on U.S. products, could have a material adverse result on our financials results;
- volatility in currency fluctuation may adversely impact our international customers' ability or willingness to purchase products and the pricing of products;
- impacts of the
U.K. invoking Article 50 of the Lisbon Treaty to leave 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 INTERNATIONAL PLC |
||||||||||
PRELIMINARY CONSOLIDATED BALANCE SHEETS |
||||||||||
(in thousands) |
||||||||||
(unaudited) |
||||||||||
March 31, |
December 31, |
September 30, |
June 30, |
March 31, |
||||||
2018 |
2017 |
2017 |
2017 |
2017 |
||||||
ASSETS |
||||||||||
Current assets: |
||||||||||
Cash and cash equivalents |
$506,240 |
$487,573 |
$1,379,827 |
$1,346,028 |
$1,126,248 |
|||||
Short-term investments, at fair value |
36,804 |
23,874 |
33,309 |
38,759 |
90,673 |
|||||
Total cash, cash equivalents and short term investments |
543,044 |
511,447 |
1,413,136 |
1,384,787 |
1,216,921 |
|||||
Accounts receivable, net |
1,008,603 |
1,218,089 |
1,056,225 |
991,539 |
1,018,108 |
|||||
Other receivables |
169,681 |
157,845 |
145,658 |
132,742 |
109,117 |
|||||
Unbilled receivables |
26,005 |
- |
- |
- |
- |
|||||
Inventories, net |
849,069 |
825,211 |
775,142 |
657,881 |
556,264 |
|||||
Prepaid income taxes |
26,409 |
28,351 |
41,780 |
16,354 |
21,845 |
|||||
Prepaids |
36,308 |
26,644 |
27,954 |
32,149 |
27,898 |
|||||
Other current assets |
172,993 |
145,953 |
109,567 |
119,405 |
132,339 |
|||||
Total current assets |
2,832,112 |
2,913,540 |
3,569,462 |
3,334,857 |
3,082,491 |
|||||
Property, plant and equipment, net |
309,457 |
372,467 |
347,506 |
355,033 |
354,050 |
|||||
Goodwill |
2,336,820 |
2,278,512 |
2,016,580 |
2,014,550 |
2,018,012 |
|||||
Intangible assets, net |
1,583,299 |
1,771,362 |
1,406,591 |
1,491,103 |
1,586,187 |
|||||
Investments |
69,858 |
71,082 |
73,199 |
61,047 |
65,035 |
|||||
Deferred income taxes |
131,417 |
115,436 |
193,703 |
199,102 |
190,037 |
|||||
Other assets |
103,525 |
101,858 |
57,246 |
54,843 |
58,919 |
|||||
$7,366,488 |
$7,624,257 |
$7,664,287 |
$7,510,535 |
$7,354,731 |
||||||
LIABILITIES AND STOCKHOLDERS' EQUITY |
||||||||||
Current liabilities: |
||||||||||
Accounts payable |
$1,010,812 |
$1,206,656 |
$1,266,214 |
$1,201,883 |
$1,020,234 |
|||||
Accrued compensation, benefits and related taxes |
113,029 |
155,966 |
102,222 |
81,355 |
73,220 |
|||||
Accrued warranty |
42,434 |
44,507 |
45,036 |
44,812 |
46,330 |
|||||
Deferred revenue |
143,740 |
115,224 |
118,598 |
130,454 |
145,197 |
|||||
Current portion of LT debt & financing lease obligations |
83,633 |
83,559 |
89,156 |
89,336 |
82,767 |
|||||
Income taxes payable |
4,937 |
6,244 |
4,420 |
9,487 |
20,278 |
|||||
Other accrued liabilities |
316,206 |
321,113 |
327,099 |
303,013 |
300,860 |
|||||
Total current liabilities |
1,714,791 |
1,933,269 |
1,952,745 |
1,860,339 |
1,688,887 |
|||||
Long-term debt & financing lease obligations, net of current portion |
2,095,320 |
2,116,244 |
2,112,494 |
2,134,506 |
2,159,300 |
|||||
Accrued pension |
43,443 |
42,637 |
54,867 |
55,532 |
54,809 |
|||||
Noncurrent income taxes |
159,148 |
144,665 |
115,433 |
114,187 |
120,493 |
|||||
Deferred income taxes |
68,825 |
68,888 |
83,058 |
83,516 |
89,260 |
|||||
Other noncurrent liabilities |
127,587 |
134,520 |
118,420 |
120,381 |
112,977 |
|||||
Total liabilities |
4,209,114 |
4,440,223 |
4,437,017 |
4,368,461 |
4,225,726 |
|||||
Stockholders' equity: |
||||||||||
Ordinary shares |
2,769 |
2,768 |
2,788 |
2,786 |
2,802 |
|||||
Capital in excess of par value |
3,392,415 |
3,387,128 |
3,367,939 |
3,356,183 |
3,322,803 |
|||||
Accumulated other comprehensive income |
12,545 |
4,552 |
8,838 |
2,211 |
10,628 |
|||||
Accumulated deficit |
(266,264) |
(225,881) |
(188,375) |
(256,705) |
(243,207) |
|||||
Total ARRIS International plc stockholders' equity |
3,141,465 |
3,168,567 |
3,191,191 |
3,104,475 |
3,093,026 |
|||||
Stockholders' equity attributable to noncontrolling interest |
15,909 |
15,467 |
36,078 |
37,598 |
35,979 |
|||||
Total stockholders' equity |
3,157,374 |
3,184,034 |
3,227,269 |
3,142,073 |
3,129,005 |
|||||
$7,366,488 |
$7,624,257 |
$7,664,287 |
$7,510,534 |
$7,354,731 |
||||||
ARRIS INTERNATIONAL PLC |
|||
PRELIMINARY CONSOLIDATED STATEMENTS OF OPERATIONS |
|||
(in thousands, except per share data) |
|||
(unaudited) |
|||
For the Three Months |
|||
Ended March 31, |
|||
2018 |
2017 |
||
Net sales |
$1,577,710 |
$1,483,105 |
|
Cost of sales |
1,102,027 |
1,145,848 |
|
Gross margin |
475,683 |
337,257 |
|
Operating expenses: |
|||
Selling, general, and administrative expenses |
161,204 |
104,638 |
|
Research and development expenses |
169,797 |
132,962 |
|
Amortization of intangible assets |
114,708 |
93,646 |
|
Impairment of goodwill |
3,400 |
- |
|
Integration, acquisition, restructuring and other costs |
13,655 |
10,095 |
|
462,764 |
341,341 |
||
Operating income (loss) |
12,919 |
(4,084) |
|
Other expense (income): |
|||
Interest expense |
22,525 |
19,683 |
|
Loss on investments |
527 |
4,530 |
|
Loss on foreign currency |
4,833 |
4,740 |
|
Interest income |
(1,532) |
(1,922) |
|
Other (income) expense, net |
109 |
(85) |
|
Loss before income taxes |
(13,543) |
(31,030) |
|
Income tax expense |
3,489 |
10,001 |
|
Consolidated net loss |
(17,032) |
(41,031) |
|
Net loss attributable to noncontrolling interests |
(3,432) |
(1,933) |
|
Net loss attributable to ARRIS International plc |
($13,600) |
($39,098) |
|
Net loss per ordinary share (1): |
|||
Basic |
$ (0.07) |
$ (0.21) |
|
Diluted |
$ (0.07) |
$ (0.21) |
|
Weighted average ordinary shares: |
|||
Basic |
184,805 |
189,796 |
|
Diluted |
184,805 |
189,796 |
|
(1) Calculated based on net loss attributable to shareowners of ARRIS International plc |
ARRIS INTERNATIONAL PLC |
|||||||||||
PRELIMINARY CONSOLIDATED STATEMENTS OF CASH FLOWS |
|||||||||||
(in thousands) |
|||||||||||
(unaudited) |
|||||||||||
For the Three Months |
|||||||||||
Ended March 31, |
|||||||||||
2018 |
2017 |
||||||||||
Operating Activities: |
|||||||||||
Consolidated net loss |
$ (17,032) |
$ (41,031) |
|||||||||
Depreciation |
22,874 |
21,313 |
|||||||||
Amortization of acquired intangible assets |
116,595 |
95,306 |
|||||||||
Amortization of deferred finance fees and debt discount |
1,215 |
1,903 |
|||||||||
Impairment of goodwill |
3,400 |
- |
|||||||||
Deferred income taxes |
(13,327) |
(15,667) |
|||||||||
Foreign currency remeasurement of deferred income taxes |
3,697 |
2,112 |
|||||||||
Stock compensation expense |
19,256 |
19,415 |
|||||||||
Provision for non-cash warrants |
- |
2,423 |
|||||||||
Provision (recovery) for doubtful accounts |
(292) |
(179) |
|||||||||
Loss on disposal of plant, property and equipment and other |
156 |
292 |
|||||||||
Loss on investments and others |
662 |
4,530 |
|||||||||
Changes in operating assets & liabilities, net of effects of acquisitions and |
|||||||||||
Accounts receivable |
209,405 |
343,960 |
|||||||||
Other receivables |
(11,836) |
(35,924) |
|||||||||
Unbilled receivables |
(25,829) |
- |
|||||||||
Inventories |
(24,397) |
(3,152) |
|||||||||
Accounts payable and accrued liabilities |
(228,151) |
(144,640) |
|||||||||
Prepaids and other, net |
39,517 |
(601) |
|||||||||
Net cash provided by operating activities |
95,913 |
250,060 |
|||||||||
Investing Activities: |
|||||||||||
Purchases of investments |
(26,500) |
(55,879) |
|||||||||
Sales of investments |
11,000 |
91,885 |
|||||||||
Purchases of property, plant & equipment, net |
(15,196) |
(21,867) |
|||||||||
Deposit proceeds for sale of property, plant and equipment |
10,000 |
- |
|||||||||
Other, net |
171 |
826 |
|||||||||
Net cash (used in) provided by investing activities |
(20,525) |
14,965 |
|||||||||
Financing Activities: |
|||||||||||
Payment of financing lease obligation |
(190) |
(204) |
|||||||||
Payment of debt obligations |
(21,875) |
(22,375) |
|||||||||
Repurchase of shares |
(25,000) |
(83,110) |
|||||||||
Repurchase of shares to satisfy employee minimum tax withholdings |
(13,976) |
(13,754) |
|||||||||
Proceeds from issuance of shares, net |
22 |
23 |
|||||||||
Contribution from noncontrolling interest |
1,207 |
- |
|||||||||
Net cash used in financing activities |
(59,812) |
(119,420) |
|||||||||
Effect of exchange rate changes on cash, cash equivalents and restricted cash |
3,791 |
597 |
|||||||||
Net (decrease) increase in cash, cash equivalents and restricted cash |
19,367 |
146,202 |
|||||||||
Cash, cash equivalents and restricted cash at beginning of period |
489,116 |
981,692 |
|||||||||
Cash, cash equivalents and restricted cash at end of period |
$ 508,483 |
$ 1,127,894 |
|||||||||
Reconciliation of cash, cash equivalents and restricted cash reported within the Consolidated Balance Sheets |
|||||||||||
Cash and cash equivalents |
$ 506,240 |
$ 1,126,248 |
|||||||||
Restricted cash included in other current assets |
1,491 |
162 |
|||||||||
Restricted cash included in other assets |
752 |
1,484 |
|||||||||
Total |
$ 508,483 |
$ 1,127,894 |
|||||||||
ARRIS INTERNATIONAL PLC |
||||||||
PRELIMINARY ADJUSTED SALES & NET INCOME RECONCILIATION |
||||||||
(in thousands, except per share data) (unaudited) |
||||||||
Q1 2017 |
Q4 2017 |
Q1 2018 |
||||||
Amount |
Per |
Amount |
Per |
Amount |
Per |
|||
Sales |
$1,483,105 |
$1,738,593 |
$1,577,710 |
|||||
Highlighted items: |
2,423 |
(8,145) |
- |
|||||
Acquisition accounting impacts of deferred revenue |
- |
1,120 |
5,694 |
|||||
Adjusted sales |
$1,485,528 |
$1,731,568 |
$1,583,404 |
|||||
Net income (loss) attributable to ARRIS International plc |
$ (39,098) |
$ (0.21) |
$ 12,469 |
$ 0.07 |
$ (13,600) |
$ (0.07) |
||
Highlighted Items: |
||||||||
Stock compensation expense |
3,252 |
0.02 |
3,303 |
0.02 |
3,253 |
0.02 |
||
Adjustment to revenue related to warrants |
2,423 |
0.01 |
(8,145) |
(0.04) |
– |
– |
||
Acquisition accounting impacts of deferred revenue |
– |
– |
1,120 |
0.01 |
5,694 |
0.03 |
||
Acquisition accounting impacts of fair valuing inventory |
908 |
0.00 |
7,560 |
0.04 |
16,971 |
0.09 |
||
Impacting operating expenses: |
||||||||
Integration, acquisition, restructuring and other costs |
10,095 |
0.05 |
67,736 |
0.36 |
13,655 |
0.07 |
||
Amortization of intangible assets |
93,646 |
0.49 |
100,588 |
0.53 |
114,708 |
0.61 |
||
Impairment on goodwill and intangible assets |
– |
– |
55,000 |
0.29 |
3,400 |
0.02 |
||
Stock compensation expense |
16,163 |
0.08 |
15,403 |
0.08 |
16,003 |
0.09 |
||
Noncontrolling interest share of non-GAAP adj |
(804) |
– |
(20,026) |
(0.11) |
(2,321) |
(0.01) |
||
Impacting other (income)/expense: |
||||||||
Impairment (gain) on investments |
2,750 |
0.01 |
– |
– |
– |
– |
||
Debt amendment fees |
– |
– |
3,069 |
0.02 |
– |
– |
||
Remeasurement of certain deferred tax liabilities |
2,112 |
0.01 |
852 |
– |
3,697 |
0.02 |
||
Impacting income tax expense: |
||||||||
Net tax items |
(13,333) |
(0.07) |
(73,267) |
(0.39) |
(24,541) |
(0.13) |
||
Total highlighted items |
117,212 |
0.61 |
153,193 |
0.81 |
150,519 |
0.80 |
||
Adjusted net income |
$ 78,114 |
$ 0.40 |
$ 165,662 |
$ 0.88 |
$ 136,919 |
$ 0.73 |
||
Weighted average ordinary shares - basic |
189,796 |
186,548 |
184,805 |
|||||
Weighted average ordinary shares - diluted |
192,879 |
188,829 |
187,175 |
|||||
ARRIS INTERNATIONAL PLC |
||||||
PRELIMINARY SUPPLEMENTAL GAAP TO ADJUSTED SALES & GROSS MARGIN RECONCILIATION |
||||||
(in thousands) |
||||||
(unaudited) |
||||||
Q1 2017 |
Q4 2017 |
Q1 2018 |
||||
Sales - GAAP |
1,483,105 |
1,738,593 |
1,577,710 |
|||
Adjustment to revenue related to warrants |
2,423 |
(8,145) |
- |
|||
Acquisition accounting impacts of deferred revenue |
- |
1,120 |
5,694 |
|||
Adjusted Sales - Non-GAAP |
1,485,528 |
1,731,569 |
1,583,404 |
|||
GAAP Gross Margin |
337,257 |
494,469 |
475,683 |
|||
Acquisition accounting impacts of fair valuing inventory |
908 |
7,560 |
16,971 |
|||
Acquisition accounting impacts of deferred revenue |
- |
1,120 |
5,694 |
|||
Stock compensation expense |
3,252 |
3,303 |
3,253 |
|||
Adjustment to revenue related to warrants |
2,423 |
(8,145) |
- |
|||
Adjusted Gross Margin - Non-GAAP |
343,840 |
498,307 |
501,601 |
|||
GAAP Gross Margin - % |
22.7% |
28.4% |
30.2% |
|||
Adjusted Gross Margin - Non-GAAP - % |
23.1% |
28.8% |
31.7% |
ARRIS INTERNATIONAL PLC |
|||||
PRELIMINARY SUPPLEMENTAL GAAP TO ADJUSTED SALES & ADJUSTED DIRECT CONTRIBUTION RECONCILIATION |
|||||
(in thousands) |
|||||
(unaudited) |
|||||
Q1 2018 |
|||||
Network & |
CPE |
Enterprise |
Corp/ Other |
Total |
|
Net Sales |
538,264 |
875,226 |
169,914 |
(5,694) |
1,577,710 |
Non GAAP Adjustments (1) |
- |
- |
- |
5,694 |
5,694 |
Adjusted Net Sales |
538,264 |
875,226 |
169,914 |
0 |
1,583,404 |
Direct Contribution(2) |
228,538 |
49,761 |
25,528 |
(159,145) |
144,683 |
Adjusted Direct Contribution (3) |
214,717 |
43,154 |
25,927 |
(96,980) |
186,818 |
Adjusted Direct Contribution % of sales |
39.9% |
4.9% |
15.3% |
11.8% |
|
Other Items |
|||||
Amortization of intangibles |
25,135 |
63,248 |
25,510 |
815 |
114,708 |
Impairment of goodwill |
3,400 |
- |
- |
- |
3,400 |
Integration,acquisition, restructuring and other costs |
- |
- |
3,066 |
10,589 |
13,655 |
Depreciation expense |
6,900 |
7,716 |
3,565 |
4,698 |
22,880 |
Equity compensation expense |
7,771 |
5,298 |
2,387 |
3,801 |
19,256 |
(1) Impact of adjustment related to acquisition accounting impacts |
|||||
(2) Defined as gross margin less direct operating expenses, excluding amortization of intangible assets, restructuring charges, acquisition, |
|||||
(3) Defined as direct contribution less allocated facility costs, service provider sales and marketing costs plus equity compensation and depreciation |
ARRIS INTERNATIONAL PLC |
|||||
PRELIMINARY SUPPLEMENTAL DIRECT CONTRIBUTION TO ADJUSTED DIRECT CONTRIBUTION RECONCILIATION |
|||||
(in thousands) |
|||||
(unaudited) |
|||||
Q1 2018 |
|||||
Network & |
CPE |
Enterprise |
Corp/ Other |
Total |
|
Direct Contribution(1) |
228,538 |
49,761 |
25,528 |
(159,145) |
144,683 |
Allocated costs (2) |
(28,492) |
(19,622) |
(5,553) |
53,666 |
- |
Direct Contribution after allocation |
200,046 |
30,139 |
19,976 |
(105,479) |
144,683 |
Equity compensation expense |
7,771 |
5,298 |
2,387 |
3,801 |
19,256 |
Depreciation expense |
6,900 |
7,716 |
3,565 |
4,698 |
22,880 |
Adjusted Direct Contribution |
214,717 |
43,154 |
25,927 |
(96,980) |
186,818 |
(1) Defined as gross margin less direct operating expenses, excluding amortization of intangible assets, restructuring charges, acquisition, |
|||||
(2) Allocated facility costs and service provider sales and marketing costs |
ARRIS INTERNATIONAL PLC |
|||
PRELIMINARY SUPPLEMENTAL GAAP TO ADJUSTED EPS GUIDANCE RECONCILIATION |
|||
(in millions, except per share data) |
|||
Q2 2018 Guidance |
FY 2018 Guidance |
||
Estimated GAAP EPS |
$ 0.24 - $ 0.29 |
$ 0.73 - $ 0.98 |
|
Reconciling Items: |
|||
Amortization of intangibles |
0.47 |
1.98 |
|
Stock compensation expense |
0.13 |
0.50 |
|
Integration, acquisition, restructuring and other costs |
0.05 |
0.13 |
|
Purchase accounting Items |
0.01 |
0.16 |
|
Impairment of goodwill |
0.00 |
0.02 |
|
Net Tax items |
(0.18) |
(0.72) |
|
Subtotal |
0.48 |
2.07 |
|
Estimated Adjusted (Non-GAAP) EPS |
$ 0.72 - $ 0.77 |
$ 2.80 - $ 3.05 |
Notes to GAAP to Adjusted Non-GAAP Financial Measures
The Company reports its financial results in accordance with accounting principles generally accepted in
Reduction in Revenue Related to Warrants: We entered into agreements with two customers for the issuance of warrants to purchase up to 14.0 million of ARRIS's ordinary shares. Vesting of the warrants is subject to certain purchase volume commitments, and therefore the accounting guidance requires that we record any change in the fair value of warrants as a reduction in revenue. Until final vesting, changes in the fair value of the warrants will be marked to market and any adjustment recorded in revenue. We have excluded the effect of the implied fair value in calculating our non-GAAP financial measures. We believe it is useful to understand the effects of these items on our total revenues and gross margin.
Acquisition Accounting Impacts Related to Deferred Revenue: In connection with the accounting related to our acquisitions, business combination rules require us to account for the fair values of deferred revenue arrangements for post contract support in our purchase accounting. The non-GAAP adjustment to our sales and cost of sales is intended to include the full amounts of such revenues as if these purchase accounting adjustments had not been applied. We believe the adjustment to these revenues is useful as a measure of the ongoing performance of our business. We historically have experienced high renewal rates related to our support agreements, and our objective is to increase the renewal rates on acquired post contract support agreements. However, we cannot be certain that our customers will renew their contracts.
Stock-Based Compensation Expense: We have excluded the effect of stock-based compensation expenses in calculating our non-GAAP operating expenses and net income (loss) measures. Although stock-based compensation is a key incentive offered to our employees, we continue to evaluate our business performance excluding stock-based compensation expenses. We record non-cash compensation expense related to grants of restricted stock units. Depending upon the size, timing and the terms of the grants, the non-cash compensation expense may vary significantly but will recur in future periods.
Acquisition Accounting Impacts Related to Inventory Valuation: In connection with the accounting related to our acquisitions, business combinations rules require the acquired inventory be recorded at fair value on the opening balance sheet. This is different from historical cost. Essentially, we are required to write the inventory up to the end customer price less a reasonable margin as a distributor. We have excluded the resulting adjustments in inventory and cost of goods sold as the historic and forward gross margin trends will differ as a result of the adjustments. We believe it is useful to understand the effects of this on cost of goods sold and margin.
Integration, Acquisition, Restructuring and Other Costs: We have excluded the effect of acquisition, integration, and other expenses and the effect of restructuring expenses in calculating our non-GAAP operating expenses and net income measures. We incurred expenses in connection with the Pace and Ruckus Networks acquisitions, which we generally would not otherwise incur in the periods presented as part of our continuing operations. Acquisition and integration expenses consist of transaction costs, costs for transitional employees, other acquired employee related costs, and integration related outside services. Restructuring expenses consist of employee severance, abandoned facilities, product line disposition and other exit costs. We believe it is useful to understand the effects of these items on our total operating expenses.
Impairment of Goodwill and Intangible Assets: We have excluded the effect of the estimated impairment of goodwill and intangible assets in calculating our non-GAAP operating expenses and net income measures. Although an impairment does not directly impact the Company's current cash position, such expense represents the declining value of the business, technology and other intangible assets that were acquired. We exclude these impairments when significant and they are not reflective of ongoing business and operating results.
Amortization of Intangible Assets: We have excluded the effect of amortization of intangible assets in calculating our non-GAAP operating expenses and net income (loss) measures. Amortization of intangible assets is non-cash, and is inconsistent in amount and frequency and is significantly affected by the timing and size of our acquisitions. Investors should note that the use of intangible assets contributed to our revenues earned during the periods presented and will contribute to our future period revenues as well. Amortization of intangible assets will recur in future periods.
Noncontrolling Interest share of Non-GAAP Adjustments: The joint venture formed for the ActiveVideo acquisition is accounted for by ARRIS under the consolidation method. As a result, the consolidated Statements of Income include the revenues, expenses, and gains and losses of the noncontrolling interest. The amount of net income (loss) related to the noncontrolling interest are reported and presented separately in the consolidated Statements of Operations. We have excluded the noncontrolling share of any non- GAAP adjusted measures recorded by the venture, as we believe it is useful to understand the effect of excluding this item when evaluating our ongoing performance.
Impairment (Gain) on Investments: We have excluded the effect of other-than-temporary impairments and certain gains on investments in calculating our non-GAAP financial measures. We believe it is useful to understand the effect of this non-cash item in our other expense (income).
Debt Amendment Fees: In 2017 and 2015, the Company amended its credit agreement. This debt modification allowed us to improve the terms and conditions of the credit agreement, extend the maturities of certain loan facilities, increase the amount of the revolving credit facility, and add new term loan facility. We have excluded the effect of the associated fees in calculating our non-GAAP financial measures. We believe it is useful to understand the effect of this item in our other expense (income).
Remeasurement of Deferred Taxes: The Company records foreign currency remeasurement gains and losses related to deferred tax liabilities in the
Income Tax Expense (Benefit): We have excluded the tax effect of the non-GAAP items mentioned above. Additionally, we have excluded the effects of certain tax adjustments related to tax and legal restructuring, state and non-US valuation allowances, benefits for releases of uncertain tax positions due to settlement, change in law or statute of limitations and provision to return differences.
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SOURCE ARRIS
Bob Puccini, Investor Relations, +1.720.895.7787