10-K 1 tv513982_10k.htm FORM 10-K

 

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

 

FORM 10-K

 

For the fiscal year ended December 31, 2018

 

of

 

ARRIS INTERNATIONAL PLC

(Exact name of registrant as specified in its charter)

 

 

 

England and Wales 001-37672 98-1241619
(State or Other Jurisdiction of
Incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)

 

3871 Lakefield Drive,
Suwanee, Georgia
30024
(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s telephone number, including area code: (678) 473-2000

 

Securities registered pursuant to Section 12(b) of the Act:

Ordinary Shares, £0.01 nominal value — NASDAQ Global Market System

 

ARRIS International plc is a well-known seasoned issuer.

 

ARRIS International plc (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days.

 

Except as set forth in Item 10, ARRIS International plc is unaware of any delinquent filers pursuant to Item 405 of Regulation S-K.

 

ARRIS International plc is a large accelerated filer and is not a shell company.

 

ARRIS International plc is required to submit electronically and post on its corporate web site interactive data files required to be submitted and posted pursuant to Rule 405 of Regulation S-T.

 

The aggregate market value of ARRIS International plc’s Ordinary Shares held by non-affiliates as of June 29, 2018 was approximately $4.5 billion (computed on the basis of the last reported sales price per share of such stock of $24.45 on the NASDAQ Global Market System). For these purposes, directors, officers and 10% shareholders have been assumed to be affiliates.

 

As of January 31, 2019, 174,116,131 shares of ARRIS International plc’s Ordinary Shares were outstanding.

 

Portions of ARRIS International plc’s Proxy Statement for its 2019 Annual General Meeting of Stockholders are incorporated by reference into Part III.

 

 

 

 

 

 

TABLE OF CONTENTS

        Page
         
    PART I    
         
ITEM 1.   Business   1
ITEM 1A.   Risk Factors   11
ITEM 1B.   Unresolved Staff Comments   26
ITEM 2.   Properties   26
ITEM 3.   Legal Proceedings   26
ITEM 4.   Mine Safety Disclosures   28
ITEM 4A.   Executive Officers and Board Committees   28
         
    PART II    
         
ITEM 5.   Market for Registrant’s Common Equity, Related Stockholder Matters, Issuer Purchases of Equity Securities, and Stock Performance Graph   32
ITEM 6.   Selected Consolidated Historical Financial Data   34
ITEM 7.   Management’s Discussion and Analysis of Financial Condition and Results of Operations   35
ITEM 7A.   Quantitative and Qualitative Disclosures About Market Risk   64
ITEM 8.   Consolidated Financial Statements and Supplementary Data   65
ITEM 9.   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure   65
ITEM 9A.   Controls and Procedures   65
         
    PART III    
         
ITEM 10.   Directors, Executive Officers, and Corporate Governance   115
ITEM 11.   Executive Compensation   115
ITEM 12.   Security Ownership of Certain Beneficial Owners, Management and Related Stockholders Matters   115
ITEM 13.   Certain Relationships, Related Transactions, and Director Independence   116
ITEM 14.   Principal Accountant Fees and Services   116
         
    PART IV    
         
ITEM 15.   Exhibits and Financial Statement Schedules   116
ITEM 16.   Form 10-K Summary   118
    Signatures   119

 

 i 

 

 

PART I

 

Item 1.Business

 

As used in this Annual Report, unless the context requires otherwise, “we,” “our,” “us,” “the Company,” and “ARRIS” refer to ARRIS International plc (and its predecessors) and our consolidated subsidiaries.

 

General

 

Our principal executive offices are located at 3871 Lakefield Drive, Suwanee, Georgia 30024, and our telephone number is (678) 473-2000. We maintain a website at www.arris.com. The information contained on our website is not part of, and is not incorporated by reference into, this Form 10-K. On our website, we provide links to copies of the annual, quarterly, specialized disclosure reports and current reports that we file with the Securities and Exchange Commission (“SEC”), Section 16 reports that our officers and directors file with the SEC, any amendments to those reports, proxy materials for meetings of our shareholders, and all Company news releases. Investor presentations are also frequently posted on our website. Copies of our code of ethics and the charters of our standing board committees also are available on our website. We will provide investors copies of these documents in electronic or paper form upon request, free of charge. We will disclose on our website or on a Current Report on Form 8-K any waivers or amendments to our code of ethics made with respect to our directors and executive officers.

 

Glossary of Terms

 

Below are commonly used acronyms in our industry and their meanings:

 

Acronym   Terminology
ABR   Adaptive Bit Rate
AdVOD   Video on Demand Advertising
ARPU   Average Revenue Per User
BEQ   Broadband Edge QAM
BSR   Broadband Services Router
Cable VoIP   Cable Voice over Internet Protocol
CAM   Cable Access Module
CBR   Constant Bit Rate
CBRS   Citizen’s Band Radio Service
CCAP   Converged Cable Access Platform
CE   Consumer Electronics
CMS   Content Management System
CMTS   Cable Modem Termination System
COTS   Commercial Off the Shelf
CPE   Customer Premises Equipment
CVeX   Converged Video Exchange
CWDM   Coarse Wave Division Multiplexing
DAA   Distributed Access Architecture
DBS   Digital Broadcast Satellite
DCT   Digital Consumer Terminal
DOCSIS®   Data Over Cable Service Interface Specification
DPI   Digital Program Insertion
DRM   Digital Rights Management
DSL   Digital Subscriber Line
DTA   Digital Television Adapter
DVB   Digital Video Broadcasting
DVR   Digital Video Recorder
DWDM   Dense Wave Division Multiplexing
EMTA   Embedded Multimedia Terminal Adapter
EPON   Ethernet over Passive Optical Network
eQAM   Edge Quadrature Amplitude Modulator
FPGA   Field Programmable Gate Arrays
FTTH   Fiber to the Home
FTTP   Fiber to the Premises
FWA   Fixed Wireless Access
GAAP   Generally Accepted Accounting Principles
GHZ   Gigahertz
GPA   General Purchase Agreements
Gbps   Gigabits per Second
HD   High Definition
HD-DVR   High Definition Digital Video Recorder
HDTV   High Definition Television
HDR   High Dynamic Range
HEVC   High Efficiency Video Coding
HFC   Hybrid Fiber-Coaxial
IFRS   International Financial Reporting Standards
ILEC   Incumbent Local Exchange Carrier
IoT   Internet of Things
IP   Internet Protocol
IPR   Intellectual Property Rights
IPTV   Internet Protocol Television
IRD   Integrated Receiver / Decoder
LAN   Local Area Network
MHz   Megahertz
Mbps   Megabits per Second
MPEG   Moving Picture Experts Group
MPEG-2   Moving Picture Experts Group, Standard No. 2
MPEG-4   Moving Picture Experts Group, Standard No. 4
M-CMTS   Modular CMTS
MSO   Multiple Systems Operator
MSP   Media Services Platform
MTA   Multimedia Terminal Adapter
MVPD   Multichannel Video Programming Distributors
NGNA   Next Generation Network Architecture
nDVR   Network Digital Video Recorder
nPVR   Network Personal Video Recorder
NSM   Network Service Manager
NIU   Network Interface Unit
OLT   Optical Line Termination
ONU   Optical Network Unit
OEM   Original Equipment Manufacturer
OFDM   Orthogonal Frequency Domain Multiplexing
OSS   Operations Support System
OTT   Over-the-Top
PC   Personal Computer
PCS   Post Contract Support

 

 1 

 

 

Acronym   Terminology
PCT   Patent Convention Treaty
PON   Passive Optical Network
PSTN   Public-Switched Telephone Network
PVR   Personal Video Recorder
QAM   Quadrature Amplitude Modulation
QoS   Quality of Service
RDK   Reference Design Kit
RF   Radio Frequency
RFOG   Radio Frequency over Glass
RGU   Revenue Generating Unit
R-MACPHY   Remote Media Access Control and Physical Layers
R-PHY   Remote Physical layer
SCTE   Society of Cable Telecommunication Engineers
SD   Standard Definition
SDV   Switched Digital Video
SLA   Service Level Agreement
TVE   TV Everywhere
UHD   Ultra-High Definition
Triple Play   Bundled Offering of Internet, Telephone and TV
VAR   Value-Added Reseller
VOD   Video on Demand
VoIP   Voice over Internet Protocol
VPN   Virtual Private Network
VSP   Video Services Platform / Video Service Provider
VSOE   Vendor-Specific Objective Evidence
WLAN   Wireless Local Area Networking

 

Overview

 

ARRIS, headquartered in Suwanee, Georgia, is a global leader in entertainment, communications, and networking technology. Our mission is to “redefine connectivity” in a rapidly evolving global communications industry. Our innovative offerings combine hardware, software, and services to enable advanced video experiences and constant connectivity featuring high bandwidth, speeds and reliability. Our products and services are utilized by the world’s leading service providers, commercial enterprises, and the hundreds of millions of people they serve. For more information, visit www.arris.com.

 

We operate in three business segments: Customer Premises Equipment (“CPE”), Network & Cloud (“N&C”) and Enterprise Networks (“Enterprise”). We enable service providers, including cable, telecom, digital broadcast satellite operators and media programmers, to deliver media, voice, and IP data services to their subscribers. We are a leader in set-tops, digital video and Internet Protocol Television (“IPTV”) distribution systems, broadband access infrastructure platforms, and broadband data and voice CPE, which we also sell directly to consumers through retail channels. Through our enterprise distribution channels, we provide wireless and wired products and services for connectivity across varied networking environments to customers across a spectrum of verticals—including hospitality, education, smart cities, government, venues, service providers and more. Our core solutions are complemented by a broad array of services, including technical support, repair and refurbishment, and system design and integration.

 

Proposed Transaction with CommScope

 

On November 8, 2018, ARRIS and CommScope Holding Company, Inc. (“CommScope”) entered into a Bid Conduct Agreement (the “Acquisition Agreement”) whereby CommScope agreed to acquire ARRIS in an all-cash transaction for $31.75 per share or a total purchase price of approximately $7.4 billion, including repayment of debt (the “Acquisition”). In addition, The Carlyle Group, a global alternative asset manager, plans to participate in the acquisition and reestablishes an ownership position in CommScope through a $1 billion minority equity investment as part of CommScope's financing of the transaction. The combined company is expected to drive profitable growth in new markets, shape the future of wired and wireless communications, and position the new company to benefit from key industry trends, including network convergence, fiber and mobility everywhere, 5G, Internet of Things and rapidly changing network and technology architectures.

 

The consummation of the Acquisition is subject to various closing conditions, including, among other things, (i) the receipt of certain approvals of our shareholders, (ii) the sanction of the Scheme by the High Court of Justice of England and Wales, (iii) the receipt of certain required regulatory approvals or lapse of certain review periods with respect thereto, including those in the U.S. and European Union, Chile, Mexico, Russia and South Africa, (iv) the absence of a Company Material Adverse Effect (as defined in the Acquisition Agreement), (v) the accuracy of representations and warranties (subject, in certain cases, to certain materiality or Company Material Adverse Effect qualifiers, as applicable) and (vi) the absence of legal restraints prohibiting or restraining the Acquisition. Our shareholders approved the Acquisition on February 1, 2019 and regulatory approvals have been received, or the review period has lapsed, in the European Union, United States, Russia and South Africa. The parties expect to complete the Acquisition in the first half of 2019.

 

Acquisitions

 

On December 1, 2017, we completed a stock and asset purchase acquisition of the Ruckus Wireless® and ICX® Switch business (collectively “Ruckus” or “Ruckus Networks”) for $762.2 million cash (net of estimated adjustment for working capital and non-cash settlement of pre-existing payables and receivables). In addition, approximately $61.5 million in cash was transferred related to the cash settlement of stock-based awards held by transferring employees. The purchase agreement provided for customary final working capital adjustments and potential cash payments or receipts that were completed 2018.

 

 2 

 

 

On January 4, 2016, we completed the acquisition of Pace. As part of the transaction, both ARRIS Group and Pace became wholly-owned subsidiaries of ARRIS International plc, our new holding company incorporated under the laws of England and Wales. While our jurisdiction of organization was changed, our corporate headquarters remain in the United States.

 

Except for historical financial information, which relates only to ARRIS Group, or as context otherwise requires, our description of the Company and the industry and markets we operate in described in this Annual Report on Form 10-K reflects the combined operations of ARRIS, Pace and Ruckus Networks. Following the completion of the Ruckus Networks acquisition, we began to operate in three business segments — Customer Premises Equipment, Network & Cloud and Enterprise Networks. The former Pace operations are included in the CPE and N&C segments, and the Ruckus Networks operations are primarily included in the Enterprise segment.

 

Industry Overview

 

Entertainment and communications delivery are evolving rapidly because of a convergence of trends including the rapid growth of bandwidth consumption and consumer and enterprise migration from wired to wireless connections. These and other trends are driving a set of industry dynamics that include increased competition among service providers, industry consolidation and significant investment in creating advances in communications and networking technology.

 

Video distribution over the broadband IP network is transforming how content is managed and consumed. IP facilitates new forms of video such as Over-the-Top TV (“OTT”) and interactive television. As a result, service providers are compelled to continually invest in and upgrade their network and expand their video, voice, data, and mobile services. This trend has accelerated as service providers have raced to deliver residential gigabit broadband speeds to fully support new multiscreen video services and the rapid growth of Internet of Things (“IoT”) devices.

 

Providing these advanced services to consumers is a highly competitive business. The competitive environment is driving service providers to enhance and expand their offerings by adding more high-definition (“HD”) channels, and now Ultra High Definition (“UHD”) TV content, increasing data speeds and expanding wireless services to provide converged media experiences that bridge conventional TV and Internet services. This competition is the catalyst for ongoing video and broadband network upgrades as well as technology investment cycles in CPE, such as set-tops, gateways and modems.

 

Service providers continue to invest in new capabilities to differentiate and gain market share. These investments have resulted in enhanced user interfaces, higher broadband speeds, additional programming, integrated home networking and monitoring services with higher reliability. These cycles, combined with associated consumer trends and innovation in entertainment and communications delivery, continue to drive industry growth.

 

Service providers and enterprises are investing in higher capacity and more fully featured indoor and outdoor Wi-Fi platforms and services to solve a range of network capacity, coverage and reliability challenges associated with increasing wireless traffic demands created by the growth in the number of users equipped with more powerful smart wireless devices using increasingly data-rich applications and services.

 

Operating Segments

 

We operate in three business segments, (1) Customer Premises Equipment (2) Network & Cloud and (3) Enterprise Networks. Corporate and other expenses not included in the measure of segment contribution are reported in an “All Other” category. See Note 11 Segment Information of Notes to the Consolidated Financial Statements for additional information.

 

Our Strategy

 

We are at the center of a new era of wired and wireless entertainment and communications that unites our vision to provide technological leadership to address the evolving needs of our service provider and enterprise customers to transform the way that hundreds of millions of people around the world connect to the Internet and watch video content. We believe ARRIS has multiple global opportunities that leverage our strong market position to grow our business. Our long-term business strategy is to redefine connectivity by directly addressing these global industry trends in the following ways:

 

Providing a balanced portfolio of entertainment and communications solutions that are connected, personalized and mobile
Collaborating with the world’s leading service and content providers and maintaining deep relationships
Establishing leading positions in large global service provider and enterprise markets
Exploiting the disruptive force of software virtualization, augmented with state-of-the-art hardware platforms
Leveraging both organic and inorganic investments to expand our business

 

 3 

 

 

Enhancing the ARRIS brand while growing the well-respected Ruckus brand as the industry moves to small cell technology for delivery of mobile content.
Leading the transition to cellular shared spectrum technologies such as 3.5GHz CBRS LTE small cell solutions to address the exponential growth in mobile bandwidth demand.

 

Specific aspects of our strategy include:

 

Leveraging ARRIS’s scale to drive profitable worldwide growth.    Our comprehensive portfolio and global scale enable ARRIS to serve the world’s leading service providers and capitalize on their continuous investments in technology and service innovation.

 

Enabling our service provider customers to provide the necessary broadband capacity to support increased consumer demand for faster Internet connections and the transition to IP Video.    Consumer demand for faster Internet speeds with more capacity continues to grow at an escalating rate, primarily driven by ever increasing consumption of video. ARRIS provides the technology to enable our customers to manage this exponential bandwidth growth cost effectively. We invest in DOCSIS, DSL and Next Generation PON (FTTH) to ensure our products are at the forefront in enabling service providers to deliver the highest amount of bandwidth to their subscribers across any physical connection.

 

Capitalizing on the evolution towards network convergence and all IP platforms to drive business growth.    Service providers face a unique challenge in preparing for the future: delivering today’s new services on legacy equipment, while transitioning to an all-IP model to anticipate the demand for tomorrow’s advanced services. ARRIS collaborates with its global customers to transform their entire delivery chain from content creation to consumption. Our optical portfolio enables service providers to improve their networks by bringing fiber closer to subscribers for drastically increased network speeds. Our broad video portfolio offers a variety of pathways for delivering tomorrow’s services through a combination of network-based video transcoding, packaging, storage and compression technologies required to deliver new IP video formats; cloud-based platforms to deliver robust and personalized user experiences; and home gateways that are the new hub for delivering IP-based entertainment to connected devices inside and outside the home.

 

Solving a range of Enterprise network capacity, coverage and reliability challenges associated with increasing wireless traffic demands.    Enterprises, venues and organizations across a range of verticals will upgrade their networks to provide improved services and faster, more seamless connectivity. The combined ARRIS and recently acquired Ruckus Networks products create a diverse and reliable portfolio of technology to address the increasingly complex landscape faced by service providers, managed service partners and enterprises. We focus on specific industries and verticals that include hospitality, education, government, public venues and smart cities with wired and wireless solutions for Internet access, Internet of Things connectivity and analytics, and lower cost private cellular networks.

 

Enabling differentiated and personalized multiscreen experiences through a holistic approach to content delivery.    The growth of connected consumer devices has created an opportunity for service providers to deliver new, more personalized content experiences to consumers across multiple screens. These experiences require control over content distribution as well as seamless integration into multiple touchpoints in the consumer experience. Consumers utilize more wireless devices than ever before, with subscribers using private and public Wi-Fi networks to access the highest Internet speeds with the best content. ARRIS brings unparalleled experience to making residential and enterprise Wi-Fi faster with less conflict as the number of devices continues to grow. ARRIS is transforming the entertainment experience through a holistic approach to content delivery, leveraging our expertise in the cloud, network, and home, to help providers anticipate demand for more personalized, relevant, and mobile experiences.

 

Investing in our product and service portfolios through development, partnership and acquisition.    ARRIS’s growth strategy is focused on investing efficiently in the right opportunities to effectively expand our business. By leveraging our global scale and innovation around the world, we regularly seek both organic investment and acquisition opportunities that position ARRIS for future growth.

 

Expanding our international business and exploring adjacent market opportunities.    ARRIS continuously seeks and analyzes investments in opportunities that allow us to capitalize on the growth of video, broadband and Enterprise services in global markets. Some examples include the growth of 4K digital video and high performance Wi-Fi in Canada, Latin America, Europe, the Middle East and Africa and Asia as well as the demand for increased data speeds that are driving infrastructure investment. We also are pursuing opportunities that arise in new and adjacent markets, including wireless, optical, retail, professional services and enterprise.

 

 4 

 

 

Our Principal Products

 

Our innovations combine hardware, software, and services across the cloud, network, enterprise and home to power TV and Internet for hundreds of millions of people around the globe. A summary of our products in each of our three business segments, Customer Premises Equipment, Network & Cloud and Enterprise Networks is described below:

 

Customer Premises Equipment

 

Broadband CPE

 

DSL and Cable Modem

 

A device located at the subscriber’s home that connects to the cable or telco network to receive and transmit digital information between subscriber-owned Ethernet devices (e.g., desktop PC or router) and the service provider’s headend or central office, providing Internet connectivity for data and/or voice services.

 

Broadband Gateway

 

A device located at the subscriber’s home that connects to the cable or telco network to receive and transmit data between subscriber-owned Ethernet or wireless devices (e.g., laptop, tablet, smartphone, and IoT devices), IP video devices and the service provider’s headend or central office, providing Internet connectivity. Gateway products add wireless connectivity or other wired connectivity to connect devices together throughout a customer’s home as well as other features such as security.

 

Video CPE

 

Set-Top

 

A device installed at the subscriber’s television set that connects to the service provider network to decode secure digital video signals and render them as video on the television set.

 

Video Gateway

 

A device that serves as the primary video connection between the service provider network and the subscriber’s home. This gateway will enable the delivery of broadcast, streamed and stored video throughout the subscriber’s home to televisions and other connected devices.

 

Network & Cloud

 

Networks

 

CMTS/CCAP/PON

 

The Cable Modem Termination System (“CMTS”) is installed at a cable operator’s headend or hub facility and communicates with cable modems to control the flow of data, including through allocating shared bandwidth and prioritizing and routing traffic. The Converged Cable Access Platform (“CCAP”) combines the functionality of a CMTS and an Edge QAM to enable voice, video and data in a converged IP network. The CCAP functionality may be deployed either entirely in a centralized facility or as a Distributed Access Architecture (“DAA”) where some functions are located centrally, and others are deployed at the edges of the network.

 

A Passive optical network (“PON”) is a form of fiber-optic telecommunications access technology that implements a point-to-multipoint architecture, in which passive fiber optic splitters are used to enable a single optical fiber to serve multiple end-points, without requiring individual fibers between the hub and customer. A PON consists of an optical line terminal (“OLT”) at the service provider’s central office (hub) and several optical network units (“ONUs”) or optical network terminals (“ONTs”), near end users.

 

Video Systems

 

Service Provider and Programmer Equipment that processes and packages video content for delivery over the service provider network to be received by a set-top or gateway. These systems support functions such as encoding, compression, transcoding, storage, policy management, security and encryption, and signal modulation for HFC, DSL and/or fiber networks.

 

Ad Insertion Technologies supporting linear and on demand ad placement and substitution in MPEG and IP delivery environments.

 

 5 

 

 

Access Technologies

 

Outside plant equipment typically installed in the ground or aerial that supports the transmission of signals between service providers’ headend and subscribers’ premises, as well as equipment used to initiate the distribution of content-carrying signals. Includes optical transmission equipment, Fiber Nodes and RF Amplifiers products.

 

Software and Services

 

Software

 

Software products that enable providers to securely deliver content and advertising services across multiscreen devices on and off their networks.

 

Network management products that collect information from the broadband network and apply analytics to diagnose faults and improve performance.

 

Customer experience management solutions enabling service providers to efficiently manage and dispatch field technicians. Network surveillance and issue correlation software and services.

 

Global Services

 

Professional services focused around major practices in hyper scale data centers, Public and MDU Wi-Fi, IP Video, service experience, network transformation, software engineering and hosting to support and assist operators in the deployment of high speed gigabit data services, greater levels of mobility and all IP video and data distribution architectures.

 

Technical Services providing technical support services worldwide for all ARRIS products, including our retail customers.

 

Enterprise Networks

 

Campus Network Switches

 

The ICX Switch Family is a portfolio of scalable fixed form-factor wired Ethernet switches for next-generation enterprise and campus IP networks.

 

Wi-Fi Access Points

 

Wi-Fi Access Points include a wide array of indoor, outdoor and special-purpose Wi-Fi Access Points that deliver wireless connections as well as accessories such as antennas. Indoor and outdoor wireless access points include patented technologies and are optimized for different budget, performance requirement or deployment scenarios, including high client density, Wi-Fi-unfriendly building materials or rising employee or customer bandwidth expectations.

 

Smart Wireless Services and Software

 

SmartCell Insight is a big data Wi-Fi analytics and reporting platform that helps enterprises and service providers enhance, optimize and scale the performance of their wireless networks and services.

 

ZonePlanner is Ruckus-specific Wi-Fi planning and modeling software that integrates unique antenna patterns generated from our patented intelligent array integrated into every Smart Wi-Fi access point.

 

Smart Positioning Technology is a cloud-based Smart Wi-Fi location-based services platform leveraging unique user positioning technology that gives both service providers and enterprises the ability to deliver a wide-range of value-added services that can help them increase profitability and customer appeal while enhancing customers’ mobile experiences.

 

Cloudpath Wi-Fi device on-boarding bridges the gap between enterprise-grade security and personal devices to create a Set-It-And-Forget-It Wi-Fi device on-boarding experience that allows "bring your own device" and IT-owned devices to be on-boarded in a scalable, secure, and user-friendly manner.

 

Mobile Apps for controllers, cloud Wi-Fi, location, and performance testing.

 

System Management and Control

 

Ruckus Cloud Wi-Fi is a wireless local area network (WLAN) management-as-a-service offer powered by the Ruckus public cloud platform. Ruckus Cloud Wi-Fi enables distributed organizations with limited IT resources to set up, monitor and manage a high-performance multi-site WLAN of any size.

 

Unleashed are controller-less Smart Wi-Fi access points custom-designed to help small business owners use Wi-Fi networks to grow their business, deliver an excellent customer experience and manage costs while supporting a variety of mobile devices with minimal information technology ("IT") staff. Unleashed access points are similar to comparable standard Ruckus ZoneFlex access points but have built-in controller capabilities similar to Ruckus’ ZoneDirector controller software, including user access controls, guest networking functions, advanced Wi-Fi security and traffic management.

 

 6 

 

 

SmartZone is a unique line of carrier-grade wireless access and management products that include specialized hardware products such as SmartZone (“SZ”) controllers, as well as software solutions such as vSZ and virtual SmartZone Data Plane.

 

ZoneDirector is our family of Smart Wi-Fi controllers that streamline the configuration and management of Ruckus Smart Wi-Fi access points. ZoneDirectors can be deployed onsite or remotely and include different models to serve small, medium and large-scale end customers requiring from six to 1,000 access points.

 

Sales and Marketing

 

Our sales, sales engineering and technical services teams serve our global customers through offices in the U.S. and in many of our global markets. We also work with value added resellers (“VARs”), sales representatives, distributors and channel partners that extend our sales presence into enterprise and operator markets where we do not have established sales offices. We also maintain an inside sales group that is responsible for regular communication with the customer to ensure prompt order entry, accurate delivery, and effective sales administration.

 

Our sales engineering team assists customers in system design and specification. Our technical services team provides professional services to help network operators and enterprises design and keep their networks operating at peak performance. We provide 24x7 technical support, directly and through channel partners, as well as training, both at our facilities and at our customers’ sites.

 

We achieve superior customer service through advanced customer relationship management programs combined with information systems that allow us to provide personalized and timely customer support on a range of subjects and to continually refine operations management.

 

Our marketing organization promotes both the ARRIS and Ruckus brands and our solutions to key stakeholders including customers, consumers, partners, prospects and employees throughout the world. It is complemented by a product management team, which works with our engineering teams to develop and market new products and product enhancements. These teams are responsible for overall business profitability, commercial teams, inventory management, delivery requirements, and market demand analysis, as well as product positioning, communications and advertising.

 

Customers

 

While ARRIS is executing on a strategy to diversify its customer base, such as the recent the acquisition of Ruckus, most of our sales today are to cable, telco and satellite multi-channel video and broadband service providers. As the global telecommunications industry continues trending toward consolidation, our sales to the largest service providers remain crucial to our success. Our sales are substantially dependent upon a system operator’s selection of ARRIS’s network equipment, demand for increased broadband services by subscribers, and general capital expenditure levels by system operators.

 

With the acquisition of Ruckus, we anticipate there will be a trend to a greater proportion of our sales being to end customers in hospitality, venues, education, government and smart cities through our channel partners.

 

Our two largest customers (including their affiliates, as applicable) are Charter and Comcast. No other customer accounted for 10% or more of our sales in 2018. From time to time, the affiliates included in our revenues from these customers have changed because of mergers and acquisitions. Therefore, the revenue for our customers for prior periods has been adjusted to include, on a comparable basis for all periods presented, the affiliates currently understood to be under common control. Our sales to these customers for the last three years were (in thousands, except percentages):

 

   Years ended December 31, 
   2018   2017   2016 
Charter and affiliates  $928,403   $985,237    $ 1,064,408(1)
% of sales   13.8%   14.9%   15.6%
Comcast and affiliates  $1,114,238   $1,479,415    $ 1,637,519(1)
% of sales   16.5%   22.4%   24.0%

 

(1)Revenues were reduced by $30.2 million in 2016, because of warrants held by Charter and Comcast that are intended to incent additional purchases from them. (see Note 18 Warrants of Notes to the Consolidated Financial Statements for additional information).

 

ARRIS utilizes standard terms of sale that apply to all customer purchases, except those larger customers with whom we have executed general purchase agreements (“GPAs”). These GPAs do not generally obligate the customer to a specific volume of business. The vast majority of our sales, whether to customers with GPAs or otherwise, result from periodic purchase orders. We have multiple agreements with our largest customers, including Charter and Comcast, based upon their needs or because of prior acquisitions. We maintain these agreements in the normal course of our business.

 

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International Operations

 

Our international revenue is generated primarily from Asia-Pacific, EMEA and the Americas. The Asia-Pacific market includes Australia, China, Hong Kong, India, Japan, Korea, Malaysia, New Zealand, Singapore, and Taiwan. The EMEA market includes Austria, Belgium, Denmark, France, Germany, Hungary, Ireland, Israel, Italy, Netherlands, Norway, Poland, Portugal, Romania, Russia, Spain, South Africa, Sweden, Switzerland, Turkey, United Kingdom and United Arab Emirates. The Americas market includes Argentina, Bahamas, Brazil, Canada, Chile, Colombia, Costa Rica, Ecuador, Honduras, Jamaica, Mexico, Panama, Peru and Puerto Rico. Revenues from international customers were approximately 41.1%, 34.2%, and 28.1% of total revenues for 2018, 2017 and 2016, respectively.

 

We continue to strategically invest in worldwide marketing and sales efforts. We currently maintain international sales offices in Argentina, Australia, Brazil, Canada, Chile, China, Colombia, France, Hong Kong, India, Ireland, Israel, Japan, Korea, Malaysia, Mexico, Netherlands, Poland, Portugal, Russia, Singapore, Spain, South Africa, Taiwan, United Kingdom and United Arab Emirates as well as work-from-home sales representatives in other counties.

 

For more information on risk attendant to our foreign operations, see Item 1A, “Risk Factors.”

 

Research and Development

 

We operate in an industry that is subject to rapid changes in technology, and our success is largely contingent upon anticipating such changes. Accordingly, we invest significantly in research and development. This commitment to innovation resulted in the development of many next-generation solutions such as CCAP, Fiber Deep, DOCSIS3.1, HD-DVR, WholeHome DVR/media server, in-home and metro Wi-Fi, IoT, CBRS and 4K/UHD. We continue to innovate in anticipation of both our customers’ needs and developing industry trends, including:

 

Solving the complexity of delivering content to the growing number of connected devices through scalable networking and connectivity solutions that enable efficient OTT and other advanced entertainment services streaming.
Anticipating demand for more personalized and mobile experiences with end-to-end multiscreen solutions to monetize tomorrow’s content experiences.
Realizing the potential of today’s entertainment and communication technologies, monetizing future services like UHD, IoT, Gigabit Wi-Fi and CBRS, and transitioning to all-IP networks through powerful transcoding, bandwidth optimization, and video compression technologies.
Employing state-of-the-art computing and packet processing technologies to solve the last-mile bottleneck, providing ever higher residential and enterprise speeds and bandwidth.
Enabling complex functions to be performed in the “cloud” to simplify and streamline the in-home network and service providers’ network operations.

 

We have significant engineering resources and employees in the U.S. dedicated to research and development through laboratories in Beaverton, Oregon; Horsham, Pennsylvania; Lisle, Illinois; Lowell, Massachusetts; Santa Clara, California; San Diego, California; San Jose, California; Sunnyvale, California; Suwanee, Georgia; and Wallingford, Connecticut, as well as internationally in Bangalore, India; Cork, Ireland; Linkoping, Sweden; Mississauga, Canada; Netanya, Israel; Paris, France; Saltaire, U.K.; Shenzhen, China; Singapore, Singapore and Taipei, Taiwan.

 

Research and development expenses in 2018, 2017 and 2016 were approximately $644.0 million, $539.1 million and $584.9 million, respectively. Research and development expenses as a percent of sales in 2018, 2017 and 2016 were approximately 9.5%, 8.1% and 8.6%, respectively. These costs include an allocation of common costs associated with information technology and facilities.

 

Intellectual Property

 

We have an active patenting program for protecting our innovations. During 2018, we continued to enhance our patent portfolio. We were awarded 343 patents and filed 380 patent applications. As of January 31, 2019, our intellectual property portfolio consisted of approximately 5,009 issued patents (both U.S. and foreign), including patents acquired in connection with the Ruckus Networks acquisition, and we continue to pursue patent protection on new inventions (currently approximately 1,280 U.S. and foreign patent applications pending).

 

In our effort to pursue new patents, we have created a process whereby employees may submit ideas of inventions for review by patent committees. The review process evaluates each submission based on criteria that includes: novelty, potential commercial value of the invention, and detectability of infringement. Patent applications are filed on these inventions that meet the criteria.

 

Although patents generally have a 20-year legal life, the relevant technologies to which the patents apply often have much shorter lives. As such, the economic useful life of the patents is often the same as that of the associated developed technology.

 

Our patents and patent applications generally are in the areas of telecommunications hardware, software and related technologies. For technology that is not owned by us, we have a program for obtaining appropriate licenses to ensure that we have the necessary license coverage for our products. In addition, we have formed strategic relationships with leading technology companies to provide us with early access to technology that we believe will help keep us at the forefront of our industry.

 

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We also have a program for protecting and developing trademarks. As of January 31, 2019, ARRIS had 769 registered or pending trademark registrations, including trademarks acquired with Ruckus Networks. Our trademark program includes procedures for the use of current trademarks and for the development of new trademarks. This program is designed to ensure that our employees properly use our registered trademarks and any new trademarks that are expected to develop strong brand loyalty and name recognition. The design of our trademark program is intended to protect our trademarks from dilution or cancellation.

 

From time to time there are significant disputes with respect to the ownership of the technology used in our industry and accusations of patent infringements. See Part I, Item 3, “Legal Proceedings.”

 

Product Sourcing and Distribution

 

We maintain a balance of both internal manufacturing capabilities and external partners that provide our customers a competitive combination of quality, cost and flexibility. We currently operate manufacturing facilities in Tijuana, Mexico and Manaus, Brazil. We also use contract manufacturers located in Brazil, China, Malaysia, Mexico, South Africa, Thailand and the United States.

 

We provide our contract manufacturers with rolling, non-binding forecasts, and we typically have a minimum of 60 days advanced orders placed with them for production. Purchase orders for delivery within 60 days generally are not cancelable. Purchase orders with delivery dates 60+ days in the future generally may be cancelled with penalties in accordance with each vendor’s terms. Each contract manufacturer provides a minimum 15-month warranty.

 

In December 2018, we sold our manufacturing facility in Hsin Tien, Taiwan to one of our contract manufacturers and moved the production to one of their other locations. The Taiwan facility manufactured a significant portion of our CPE video set-tops and gateways. We manufacture a limited amount of CPE video set-tops in Manaus, Brazil to serve the local market. The factory is 59,202 square feet, and, as of December 31, 2018, the facility employed approximately 130 people. Current outsourcing arrangements include the manufacture of set-tops, modems, DTAs and IP set-tops.

 

We manufacture a portion of our Network & Cloud products in our manufacturing facility in Tijuana, Mexico. The factory is 128,124 square feet, and, as of December 31, 2018, the facility employed approximately 1,000 people. We also leverage contract manufacturing partners for other products including CMTS, amplifiers, certain power supplies, accessories, optical modules, digital return modules, circuit boards, repair services, and video infrastructure equipment.

 

We outsource the production of Enterprise products to contract manufacturers.

 

In order to address the recently enacted U.S./China import tariffs on Broadband CPE equipment, we are in the process of shifting production to non-China locations. The re-location of manufacturing is expected to be completed in the first half of 2019.

 

We distribute a substantial number of products that are not produced by us to provide our customers with a comprehensive portfolio offering. Domestically, we distribute hardware and installation products through regional warehouses in California, North Carolina, and Washington. Internationally, we distribute through regional warehouses in Australia, Canada, Japan, Hong Kong and Netherlands, and through drop shipments from our contract manufacturers located throughout the world.

 

We obtain key components from numerous third-party suppliers. Our supply agreements include technology licensing and component purchase contracts. Several of our competitors have similar supply agreements for these components. In addition, we license software for operating network and security systems or sub-systems and a variety of routing protocols from different suppliers.

 

We primarily sell our Enterprise Networks products indirectly through a large network of value-added resellers and distributors, which we collectively refer to as channel partners. Our channel partners provide lead generation, pre-sales support, product fulfillment and, in certain circumstances, post-sales customer service and support. In some instances, service providers may also act as a channel partner for sales of our solutions to enterprises. In certain circumstances, we do sell Enterprise Networks products directly to end- customers, but it is a relatively small part of the overall business.

 

Backlog

 

Our backlog consists of unfilled customer orders (believed to be firm and long-term contracts) that have not been completed. With respect to long-term contracts, we include in our backlog only amounts representing orders currently released for production or, in specific instances, the amount we expect to be released in the succeeding 12 months. The amount contained in backlog for any contract or order may not be the total amount of the contract or order. The amount of our backlog at any given time does not reflect expected revenues for any fiscal period.

 

Our backlog at December 31, 2018 was approximately $966.2 million, at December 31, 2017 was approximately $1,121.4 million, and at December 31, 2016 was approximately $1,106.3 million. We believe that all the backlog existing at December 31, 2018 will be shipped in 2019.

 

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Anticipated orders from customers may fail to materialize and delivery schedules may be deferred or cancelled for any number of reasons, including reductions in capital spending by network operators, shipping disruptions, customer financial difficulties, annual capital spending budget cycles, and construction delays.

 

Competition

 

The markets in which we participate are dynamic and highly competitive, requiring companies to react quickly to capitalize on opportunity. We retain skilled and experienced personnel and deploy substantial resources to meet the changing demands of the industry and to capitalize on change. We compete with international, national and regional manufacturers, distributors and wholesalers, including companies that are larger than we are. Our major competitors include:

 

ADB Global;
Aerohive;
Asus;
ATX;
Belkin;
BKTel;
Casa Systems, Inc.;
Ciena;
Cisco Systems, Inc.;
Emcore Corporation;
Ericsson;  
Extreme Networks;
Finisar;
Guavus (A Thales Company);
H3C;
Harmonic, Inc.;
Hewlett Packard Enterprises;
Hitron Technologies Americas Inc.;
Huawei;
Humax Co.;
Imagine Communications
Infinera;
InnoTrans;
Kathrein;
Lindsay Broadband;
Netgear;
Netgem;
Nokia
Pacific Broadband Networks;
PCT International;
Sagemcom;
Samsung;
SeaChange International, Inc.;
SMC Networks;
Technetix;
Technicolor S.A.;
Teleste;
TiVo Inc.;
TOA Technologies (Oracle);
Ubee Interactive, Inc.;
Ubiquiti;
Vecima Networks, Inc.;
Veramatrix; and
ZTE

 

We distinguish our products based on reliability and performance, differentiated features, flexibility, breadth, customer service, and availability of business solutions, while pricing our solutions competitively with those of other competitors.

 

Consumer demand for more bandwidth is a fundamental driver behind the continued growth in CMTS and CCAP Edge Routing capacity deployed by service providers worldwide. The CMTS/CCAP supplier space is highly competitive with strong historical players such as Cisco and newer products, particularly focused on the trend towards DAA, from manufacturers such as Casa, Harmonic, Nokia, Teleste and Vecima.

 

ARRIS is a worldwide leader in CMTS and CCAP. Our portfolio of IP network solutions continues to provide the scale and efficiency to power service providers’ transition to next-generation networks and services. Showcase solutions like our E6000® Converged Edge Router are driving this global momentum and are responsible for providing service to millions of subscribers through the world’s leading service providers.

 

ARRIS is a worldwide leader in CPE equipment. Our primary competitors are Technicolor S.A., Sagemcom, Humax, and Huawei. We compete in video set-tops/gateways, DOCSIS, DSL, and FTTH solutions. This positions ARRIS to capitalize on several key industry opportunities: 1) the set-top’s evolution into the gateway for all communications, media, and other connected services; 2) the shift to gigabit Wi-Fi and its growing role as a principal conduit for the connected home; 3) the refresh cycle of today’s broadly deployed base of set-tops and broadband gateways; and 4) the evolution and hybridization of network standards and models, from xDSL to G.Fast, D3.1 to xPON, new IP video services, and more. ARRIS is also introducing products to address the emerging Fixed Wireless Access (“FWA”) approach to using high bandwidth fixed radio communications as a lower cost or higher capacity alternative to twisted pair, coax, or fiber physical connections between the edge of the network and the home or business.

 

Our multi-screen content management and protection products compete with many vendors offering on-demand video and digital advertising insertion hardware and software, including Adobe, Cisco, Ericsson, Irdeto, SeaChange, TiVo, Verimatrix, and others. Our operations management systems compete with vendors offering network management, mobile workforce management, network configuration management, and network capacity management systems such as Oracle (formerly TOA Technologies), Click Software, Guavus and others, some of which may currently have greater sales in these areas than ARRIS. In some instances, our customers internally develop their own software for these functions. However, we believe that we offer a more integrated solution that gives us a competitive advantage in supporting the requirements of both today’s distribution networks and the emerging all-digital, packet-based networks.

 

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We also compete with companies such as Cisco, Harmonic, Huawei, Nokia, Teleste, Technetix, Vecima and ZTE for network distribution and access equipment. In recent periods, competition in this market has increased from aftermarket suppliers, whose primary focus is on the refurbishment of OEM equipment, resulting in additional competition for new sales opportunities. In addition, because of the convergence of the cable and telecommunications sectors and rapid technological development, new competitors may enter this market

 

Our enterprise and service provider Wi-Fi and campus switching products compete with companies including Aerohive, Cisco, Ericsson, H3C, Hewlett Packard Enterprise, Huawei, Nokia and Ubiquiti, some of which have greater sales in these areas than ARRIS.

 

Lastly, some of our competitors are larger companies with greater financial resources and product breadth than us. This may enable them to bundle products or be able to market and price products more aggressively than we can.

 

Regulation and Corporate Responsibility

 

Our products and operations are subject to numerous U.S. and international regulations and requirements in the areas of labor, environmental compliance, including energy efficiency standards, health and safety and ethics. We are committed to strong corporate responsibility, and in 2018, we continued our participation as a full member of the Responsible Business Alliance (“RBA”), a non-profit coalition of electronics companies dedicated to supporting the rights and wellbeing of workers and communities affected by the global electronics supply chain. We continue to work with our suppliers by utilizing the RBA process collaboratively to improve working and environmental conditions through industry leading standards and practices to drive continual improvement and mitigate risk. Additional information regarding these policies and programs is available under the “Investors” tab of our corporate website (www.arris.com).

 

As signatories to the Voluntary Agreement for Ongoing Improvement to the Energy Efficiency of Set-Top Boxes and Small Network Equipment in the U.S., the SCTE/ISBE’s Energy 2020 initiative, the Voluntary Industry Agreement to Improve the Energy Consumption of Complex Set-Top Boxes in the European Union and the Canadian Pay-TV Set-Top Box Energy Efficiency Voluntary Agreement, we continue to be committed to reducing our environmental impact through increasing the energy efficiency of our products while still protecting our need to adapt to rapidly changing technology and the introduction of new features.

 

Modern Slavery

 

We are dedicated to ensuring that human rights are respected at all times. We have implemented a number of business policies to ensure the safety and well-being of our employees, our contractors and our suppliers’ employees. We require that our suppliers conduct themselves in a lawful and ethical manner and maintain high standards. Aligning with the requirements of the U.K. Modern Slavery Act, our Supplier Code of Conduct requires that our suppliers not use forced, bonded or involuntary prison labor or child labor when producing products. To enforce the Supplier Code of Conduct, we audit our product supply chain to evaluate and address risks of human trafficking and slavery. Under our supply contracts, we have the right to audit all suppliers for compliance with our Supplier Code of Conduct. We also mandate annual employee training that covers human trafficking. This annual training emphasizes our requirement that our suppliers also must comply with the ARRIS Supplier Code of Conduct.

 

Employees

 

As of January 31, 2019, we had approximately 7,900 employees. ARRIS has no employees represented by unions within the United States. We believe that we have a strong relationship with our employees. Our future success depends, in part, on our ability to attract and retain key personnel. Competition for qualified personnel is intense, and the loss of certain key personnel could have a material adverse effect on us. We have entered into employment contracts with our key executive officers and have confidentiality agreements with substantially all our employees. We also have long-term incentive programs that are intended to provide substantial incentives for our key employees to remain with us.

 

Item 1A. Risk Factors

 

Our business is dependent on customers’ capital spending on broadband communication systems, and reductions by customers in capital spending would adversely affect our business.

 

Our performance is primarily dependent on customers’ capital spending for constructing, rebuilding, maintaining or upgrading broadband communications systems. Capital spending in the broadband communications industry is cyclical and can be curtailed or deferred on short notice. A variety of factors affect capital spending, and, therefore, our sales and profits, including:

 

demand for network services;
consumer demand for video content and PayTV services;
general economic conditions;
foreign currency fluctuations;

 

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competition from other providers of broadband and high-speed services;
customer specific financial or stock market conditions;
availability and cost of capital;
governmental regulations;
customer acceptance of new services offered; and
real or perceived trends or uncertainties in these factors.

 

Several of our customers have accumulated significant levels of debt. These high debt levels, coupled with the volatility in the capital markets, may impact their access to capital in the future or reduce the amounts they spend on purchasing additional equipment from us. Even if the financial health of our customers remains intact, these customers may not purchase new equipment at levels we have seen in the past or expect in the future. We cannot predict the impact, if any, of any softening or downturn in the national or global economy or of specific customer financial challenges on our customers’ expansion and maintenance expenditures.

 

Uncertainties associated with the transaction with CommScope could adversely affect our business, results of operations and financial condition.

 

On November 8, 2018, we entered into the Acquisition Agreement under which ARRIS will be acquired by CommScope. Completion of the Acquisition is subject to various closing conditions, including but not limited to, obtaining necessary approvals and consents from various regulatory agencies, including the High Court of Justice of England and Wales, the European Commission and other antitrust authorities. Our shareholders approved the acquisition at a meeting ordered by the High Court of Justice on February 1, 2019 and required regulatory approvals in the European Union, United States, Russia and South Africa have been obtained or the applicable waiting period under the jurisdiction has expired. However, the remaining regulatory agencies from which the parties have sought clearances have broad discretion in administering the governing regulations. As a condition to their clearance of the Acquisition, agencies may impose requirements, limitations or costs or require divestitures or place restrictions on the conduct of the parties’ business. These requirements, limitations, costs, divestitures or restrictions could jeopardize or delay the consummation of the Acquisition or may reduce the anticipated benefits of the Transaction. There can be no assurance that the parties to the Acquisition Agreement will receive the necessary remaining approvals for the transaction or receive them within the expected timeframe.

 

The announcement and pendency of the Acquisition, as well as any delays in the expected timeframe, could cause disruption in and create uncertainties, which could have an adverse effect on our business, results of operations and financial condition, regardless of whether the Acquisition is completed. These risks include:

 

an adverse effect on our relationships with vendors, customers, and employees;
a diversion of a significant amount of management time and resources towards the completion of the Acquisition;
being subject to certain restrictions on the conduct of our business;
possibly foregoing certain business opportunities that we might otherwise pursue absent the pending Acquisition; and
difficulties attracting and retaining key employees.

 

Failure to complete the Acquisition could adversely affect our business and the market price of our ordinary shares.

 

There is no assurance that the closing of the Acquisition will occur. The Acquisition may be terminated under certain specified circumstances, including, but not limited to, a termination of the Acquisition Agreement by us to enter into an agreement for a “superior proposal” or the occurrence of an “intervening event.” If the Acquisition Agreement is terminated by us under certain circumstances, we may be required to pay the buyer a termination fee of $58 million, except that the termination fee shall be $29 million if the Scheme is not sanctioned by the High Court of Justice of England and Wales. Payment of this termination fee may require us to use available cash that would otherwise be used for general purposes or strategic initiatives, which could adversely affect our business, results of operations or financial condition.

 

The Acquisition Agreement contains provisions that limit our ability to pursue alternatives to the Acquisition.

 

Under the Acquisition Agreement, we are restricted, subject to certain exceptions, from soliciting, knowingly encouraging, or furnishing information with regard to, any inquiry, proposal or offer for a competing acquisition proposal with any person. We may terminate the Acquisition Agreement and enter into an agreement with respect to a superior proposal only if specified conditions have been satisfied, including a determination by our board of directors (after consultation with our financial advisor and legal counsel) that such proposal would result in a transaction more likely to promote our success for the benefit of our shareholders than the Acquisition, and such a termination would result in us being required to pay the termination fee referenced above. These provisions could discourage a third party that may have an interest in acquiring all or a significant part of our business from considering or proposing that acquisition, even if such third party were prepared to pay consideration with a higher value than the value of the consideration in the Acquisition.

 

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Litigation instituted against us and our directors challenging the proposed Acquisition may prevent the Acquisition from becoming effective within the expected timeframe or at all.

 

Litigation related to the Acquisition may result in injunctive or other relief prohibiting, delaying or otherwise adversely affecting our ability to complete the Acquisition. Such relief may prevent the Acquisition from becoming effective within the expected timeframe or at all. In addition, defending against such claims may be expensive and divert management's attention and resources, which could adversely affect our business.

 

Changes to United States tax, tariff and import/export regulations may have a negative effect on global economic conditions, financial markets and our business.

 

We import a significant amount of our products and components from our contract manufacturers operating in China. The Office of the U.S. Trade Representative (the “USTR”) recently enacted tariffs ranging from 10% to 25% on imports into the U.S. of a broad array of Chinese products that includes many of our broadband CPE products. The current 10% tariff on many of these products is scheduled to increase to 25% if no trade agreement with China is reached. The administration has also indicated that it is considering proposing an additional list of products that would be subject to tariffs, which list may include more of our products. While we have adjusted product prices to pass on a significant portion of the current tariff costs to most of our customers, these higher costs could impact our competitiveness and reduce the amount of impacted products that customers in the U.S. will purchase, the timing of those purchases and our cash flow due to the timing of payments for the tariffs and collection from our customers.  We are in the process of shifting the manufacturing locations for impacted products to locations that would not be subject to the proposed tariffs. Manufacturing in such locations may increase our product costs and will take time to fully implement for all impacted products.

 

As evidenced by the USTR proposed tariffs, the current administration, along with Congress, has created significant uncertainty about the future relationship between the United States and other countries with respect to the trade policies, treaties, taxes, government regulations and tariffs that would be applicable. In addition to the potential direct impact to us of proposed tariffs as discussed above, these developments, or the perception that any of them could occur, may have a material adverse effect on global economic conditions and the stability of global financial markets, and may significantly reduce global trade and in particular, trade between the impacted nations and the United States. Any of these factors could depress economic activity and restrict our access to suppliers or customers and have a material adverse effect on our business, financial condition and results of operations.

 

Our gross margins and operating margins will vary over time, and our aggregate gross margin may decrease from historical levels.

 

We expect our product gross margins to vary over time, and the aggregate gross margin we have achieved in recent years may continue to decrease and be adversely affected in the future by numerous factors, including customer, product and geographic mix shifts, the introduction of new products, customer acceptance of designed products with a lower cost to us, fluctuations in our license sales or services we provide, changes in the actions of our competitors, currency fluctuations that impact our costs or the cost of our products and services to our customers, tariffs, increases in material, labor, or inventory carrying costs, and increased costs due to changes in component pricing, such as flash memory and multilayer ceramic capacitors, for our CPE products. We will continue to focus on increasing revenues and operating margins and managing our operating expenses; however, no assurance can be provided that we will be able to achieve all or any of these goals.

 

The markets on which our business is focused is significantly impacted by technological change.

 

The broadcast and broadband communication systems industry has gone through dramatic technological change resulting in service providers rapidly migrating their business from telephony and one-way television services to two-way communications networks enabling multiple services, such as residential and business high-speed Internet access, residential and business telephony services, digital television, video on demand and advertising services. New services, such as home security, power monitoring and control, and 4K (UHD) television that are or may be offered by service providers, are also based on, and will be characterized by, rapidly evolving technology. The development of increasing internet speeds has also enabled the availability of high quality, feature length video over the Internet. This over-the-top IP video service enables content providers such as Netflix and Hulu, programmers such as HBO and ESPN and portals like Google and Amazon to provide video services on-demand, by-passing traditional video service providers. As traditional service providers enhance their quality and scalability, many are also introducing similar OTT services over their existing networks, for delivery not only to televisions but to computers, tablets, and telephones to remain competitive. In addition, service providers continue to explore ways to virtualize portions of their networks, reducing dependence on specifically designed equipment, including our products, by utilizing software that provide the same functions. We must retain skilled and experienced personnel, as well as deploy substantial resources to meet the changing demands of the industry and must be nimble to be able to capitalize on change.

 

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We compete with international, national and regional manufacturers, distributors and wholesalers including some companies that are larger than we are. In some instances, our customers themselves may be our competition. Some of our customers may develop their own software requiring support within our products and/or may design and develop products of their own which are produced to their own specifications directly by a contract manufacturer.

 

Our business is dependent on our ability to develop products that enable current and new customers to exploit these rapid technological changes. To the extent that we are unable to adapt our technologies to serve these emerging demands, including obtaining necessary certifications from content providers and programmers to include their over-the-top video applications as part of our product offerings and software to provide virtualized network functions, our business may be adversely affected.

 

Another trend that could affect us is the emerging interest in Distributed Access Architectures, which disaggregates some of the functions of CCAP and the Access and Transport platforms to enable deployment of these functions in ways that could reduce operator capital expenditures. ARRIS is developing a line of DAA products but operators are not aligned on the specific implementations of DAA and ARRIS could lose market share to competitors. Service providers also have the goal of virtualizing CCAP management and control functions as they deploy DAA as well, potentially enabling new competitors to enter the market and reducing their dependence on ARRIS products.

 

The Wi-Fi and wireless networking markets for both service providers and enterprises is generally characterized by rapidly changing technology, changing end customer needs, evolving industry standards and frequent introductions of new products and services. To succeed, we must effectively anticipate, and adapt in a timely manner to, end customer requirements and continue to develop or acquire new products and features that meet market demands, technology trends and regulatory requirements. Likewise, if our competitors introduce new products and services that compete with ours, we may be required to reposition our product and service offerings or introduce new products and services in response to such competitive pressure. If we fail to develop new products or product enhancements, or our end customers or potential end customers do not perceive our products to have compelling technical advantages, our business could be adversely affected, particularly if our competitors are able to introduce solutions with such increased functionality earlier than we do. Developing our products is expensive, complex and involves uncertainties. Each phase in the development of our products presents serious risks of failure, rework or delay, any one of which could impact the timing and cost-effective development of such product and could jeopardize end customer acceptance of the product. We have experienced in the past and may in the future experience design, manufacturing, marketing and other difficulties that could delay or prevent the development, introduction or marketing of new products and enhancements. In addition, the introduction of new or enhanced products requires that we carefully manage the transition from older products to minimize disruption in customer ordering practices and ensure that new products can be timely delivered to meet our customers’ demand. As a result, we may not be successful in modifying our current products or introducing new products in a timely or appropriately responsive manner, or at all. If we fail to address these changes successfully, our business and operating results could be materially harmed.

 

Consolidations in the broadcast and broadband communication systems industry could have a material adverse effect on our business.

 

The broadcast and broadband communication systems industry historically has experienced, and continues to experience, the consolidation of many industry participants. For example, Comcast acquired Sky, Vodafone merged its mobile operations in India with Idea Cellular, LGI sold certain of its properties to T-Mobile, Wave Broadband consolidated with RCN under common ownership, Atlantic Broadband/Cogeco purchased MetroCast, Cable One bought NewWave Communications, T-Mobile US acquired TV service provider Layer3, and Cablevision SA (Argentina) merged with Telecom Argentina SA. When consolidations occur, it is possible that the acquirer will not continue using the same suppliers, possibly resulting in an immediate or future elimination of sales opportunities for us. Even if sales are not reduced, consolidations also could result in delays in purchasing decisions by the affected companies prior to completion of the transaction. Further, even if we believe we will receive additional sales from a customer following a transaction as a result of, for example, typical network upgrades that follow combinations or otherwise, no assurance can be provided that such anticipated sales will be realized. In addition, consolidations can also result in increased pressure from customers for lower prices or better terms, reflecting the increase in the total volume of products purchased or the elimination of a price differential between the acquiring customer and the company acquired. Any of these results could have a material adverse effect on our business.

 

We have significant indebtedness, which could limit our operations and opportunities, make it more difficult for us to pay or refinance our debts and/or may cause us to issue additional equity in the future, which would increase the dilution of our stockholders or reduce earnings.

 

As of December 31, 2018, we had approximately $2,073.9 million in total indebtedness and $498.5 million available under our revolving line of credit to support our working capital needs. Our debt service obligations with respect to this indebtedness could have an adverse impact on our earnings and cash flows for as long as the indebtedness is outstanding.

 

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This significant indebtedness also could have important consequences to stockholders. For example, it could:

 

make it more difficult for us to pay or refinance our debts as they become due during adverse economic and industry conditions because any decrease in revenues could cause us to not have sufficient cash flows from operations to make our scheduled debt payments;
limit our flexibility to pursue other strategic opportunities or react to changes in our business and the industry in which we operate and, consequently, place us at a competitive disadvantage to competitors with less debt;
require a substantial portion of our cash flows from operations to be used for debt service payments, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, acquisitions and other general corporate purposes; and
result in higher interest expense in the event of increases in interest rates since the majority of our debt is subject to variable rates.

 

Based upon current levels of operations, we expect to be able to generate sufficient cash on a consolidated basis to make all the principal and interest payments on our indebtedness when such payments are due, but there can be no assurance that we will be able to repay or refinance such borrowings and obligations.

 

We may consider it appropriate to reduce the amount of indebtedness currently outstanding. This may be accomplished in several ways, including issuing additional ordinary shares or securities convertible into ordinary shares, reducing discretionary uses of cash or a combination of these and other measures. Issuances of additional ordinary shares or securities convertible into ordinary shares would have the effect of diluting the ownership percentage that stockholders will hold in the company and may reduce our reported earnings per share.

 

We face risks relating to currency fluctuations and currency exchange.

 

On an ongoing basis we are exposed to various changes in foreign currency rates because certain sales are denominated in foreign currencies. Additionally, certain intercompany transactions are denominated in foreign currencies and subject to revaluation. These changes can impact our results of operations, cash flows and financial position. We manage these risks through regular operating and financing activities and periodically use derivative financial instruments such as foreign exchange forward and option contracts. There can be no assurance that our risk management strategies will be effective. In addition, many of our international customers make purchases from us that are denominated in U.S dollars. During periods where the U.S. dollar strengthens, it may impact these customers’ ability to purchase products, which could have a material impact on our sales in the affected countries.

 

We also may encounter difficulties in converting our earnings from international operations to U.S. dollars for use in the United States. These obstacles may include problems moving funds out of the countries in which the funds were earned and difficulties in collecting accounts receivable in foreign countries where the usual accounts receivable payment cycle is longer.

 

We may have difficulty in forecasting our sales and may experience volatility in revenues and inventory levels.

 

Because a significant portion of our customers’ purchases are discretionary, accurately forecasting our sales is difficult. In addition, our customers have increasingly submitted their purchase orders less evenly over the course of each quarter, and lead times for manufacturing products have increased from where they have historically been. The combination of our dependence on relatively few key customers and the award by those customers of irregular but sizeable orders, together with the size of our operations, make it difficult to forecast sales and can result in revenue volatility, which could further result in maintaining inventory levels that are not optimal for our ultimate needs and could have a negative impact on our business.

 

The IRS may not agree that we are a foreign corporation for U.S. federal income tax purposes.

 

Following the Pace combination, we are incorporated under the laws of England and Wales and are a tax resident in the United Kingdom for U.K. tax purposes, the IRS may assert that we should be treated as a U.S. corporation (and, therefore, a U.S. tax resident) for U.S. federal income tax purposes. For U.S. federal income tax purposes, a corporation generally is considered to be a tax resident in the jurisdiction of its organization or incorporation. Because we are incorporated under the laws of England and Wales, we generally would be classified as a non-U.S. corporation (and, therefore, a non-U.S. tax resident) under these rules. Section 7874 of the Internal Revenue Code of 1986, as amended (the “Code”), however, provides an exception to this general rule under which a foreign incorporated entity may, in certain circumstances, be treated as a U.S. corporation for U.S. federal income tax purposes.

 

Generally, for us to be treated as a non-U.S. corporation for U.S. federal income tax purposes under Section 7874, the former stockholders of ARRIS Group must own (within the meaning of Section 7874) less than 80% (by both vote and value) of all of the outstanding shares of ARRIS (the “Ownership Test”). Based on the terms of the Pace combination, we believe historic ARRIS stockholders owned less than 80% of all the outstanding shares in ARRIS and, thus, the Ownership Test has been satisfied. However, ownership for purposes of Section 7874 is subject to various adjustments under the Code and the Treasury Regulations promulgated thereunder, and there is limited guidance regarding the Section 7874 provisions, including regarding the application of the Ownership Test. There can be no assurance that the IRS will agree with the position that the Ownership Test was satisfied following the Pace combination and/or would not successfully challenge the status of ARRIS as a non-U.S. corporation for U.S. federal income tax purposes.

 

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If we were to be treated as a U.S. corporation for U.S. federal income tax purposes, we could be subject to substantial additional U.S. taxes. For U.K. tax purposes, we are expected, regardless of any application of Section 7874, to be treated as a U.K. tax resident. Consequently, if we are treated as a U.S. corporation for U.S. federal income tax purposes under Section 7874, we could be liable for both U.S. and U.K. taxes, which could have a material adverse effect on our financial condition and results of operations.

 

Our status as a foreign corporation for U.S. tax purposes could be affected by a change in law.

 

Under current law, we expect to be treated as a non-U.S. corporation for U.S. federal income tax purposes. However, changes to Section 7874 or the Treasury Regulations promulgated thereunder, or other changes in law, could adversely affect our status as a non-U.S. corporation for U.S. federal income tax purposes, our effective tax rate and/or future tax planning, and any such changes could have prospective or retroactive application to us and our stockholders. We continue to monitor this situation. Any such future guidance or changes in law could have a material adverse impact on our financial position and results of operations.

 

Section 7874 of the Code may limit our ability to utilize certain U.S. tax attributes.

 

Following the acquisition of a U.S. corporation by a non-U.S. corporation, Section 7874 of the Code can limit the ability of the acquired U.S. corporation and its U.S. affiliates to utilize certain U.S. tax attributes (including net operating losses and certain tax credits) to offset, during the ten-year period following the acquisition, their U.S. taxable income, or related income tax liability, resulting from certain (a) transfers to related foreign persons of stock or other properties of the acquired U.S. corporation and its U.S. affiliates and (b) income received or accrued from related foreign persons during such period by reason of a license of any property by the acquired U.S. corporation and its U.S. affiliates (collectively, “inversion gain”). Based on the limited guidance available and as a result of the Pace transaction, we believe that this limitation under Section 7874 will apply and, as a result, we do not currently expect that the Company or its U.S. affiliates will be able to utilize certain U.S. tax attributes to reduce the amount of any inversion gain and/or to offset applicable U.S. federal income tax liability attributable to any inversion, but may continue to be used to reduce our taxable income from ordinary operations.

 

Changes to, interpretations of, and rulings related to, U.S., U.K., Hungary and other tax laws could adversely affect ARRIS.

 

Our business operations are subject to taxation in the U.S., U.K., Hungary and a number of other jurisdictions. Changes in tax laws or tax rulings, or changes in interpretations of existing laws, could materially affect our financial position and results from operations. Recently, the U.S. Congress, the Organization for Economic Co-operation and Development and other government agencies in jurisdictions where ARRIS and its affiliates do business have had an extended focus on issues related to the taxation of multinational corporations. One example is in the area of “base erosion and profit shifting,” including situations where payments are made between affiliates from a jurisdiction with high tax rates to a jurisdiction with lower tax rates. In this regard, on December 22, 2017, the President signed into law the “Tax Cuts and Jobs Act” (the “Act”). The Act significantly reforms the Internal Revenue Code of 1986, as amended. The Act, among other things, includes changes to U.S. federal tax rates, imposes significant additional limitations on the deductibility of interest, imposes limitations on the deductibility of certain payments between affiliates, allows for the immediate expensing of certain capital expenditures, and puts into effect the migration from a worldwide system of taxation to a territorial system and imposes several other changes to tax law on U.S. corporations. As many of the provisions of the Act did not come into effect until 2018 and further clarification of the law is expected, the total impact on our financial position is uncertain and could be materially adverse.

 

Another example involves “illegal state aid” as determined by the EU Competition Commission, which would require EU member states to recover unlawful aid given to multinational enterprises in the form of favorable transfer pricing treatment. In November of 2017, the European Commission issued a decision letter to the U.K. government asserting that Chapter 9 of the U.K. Controlled Foreign Company legislation provided illegal state aid. If the European Commission ultimately prevails in this dispute, we could owe additional taxes. Based on our current assessment of the issue no additional tax expense has been accrued. The tax laws, and the interpretation thereof, in the United States, the United Kingdom, Luxembourg, Hungary and other countries in which we and our affiliates do business could change on a prospective or retroactive basis and any such changes could adversely affect us and our affiliates. Further, the IRS or other applicable taxing authorities may disagree with positions we have taken in our tax filings, which could result in the requirement to pay additional tax, interest and penalties, which amounts could be significant.

 

Changes to Income Tax Treaties could adversely affect ARRIS.

 

On May 20, 2015, the U.S. Treasury released proposed revisions to the U.S. model income tax convention (the “Model”), the baseline text used by the U.S. Treasury to negotiate tax treaties. The proposed revisions address certain aspects of the Model by modifying existing provisions and introducing entirely new provisions. Specifically, the proposed revisions target (1) exempt permanent establishments, (2) special tax regimes, (3) expatriated entities, (4) the anti-treaty shopping measures of the limitation on benefits article, and (5) subsequent changes in treaty partners’ tax laws.

 

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With respect to the proposed changes to the Model pertaining to expatriated entities, because the Pace combination is otherwise subject to Section 7874, if applicable treaties were subsequently amended to adopt such proposed changes, payments of interest, dividends, royalties and certain other items of income by ARRIS U.S. Holdings, Inc. (our primary U.S. holding company) or its U.S. affiliates to non-U.S. persons would become subject to full U.S. withholding tax at a 30% rate. This could result in material U.S. taxes being paid by recipients of payments from ARRIS Holdings and its U.S. affiliates. Additionally, revisions to the Model may influence the international community’s discussion of approaches to treaty abuse and harmful tax practices with respect to the Organization for Economic Cooperation and Development’s ongoing work regarding base erosion and profit shifting. We are unable to predict the likelihood that the proposed revisions to the Model become a part of the Model or any U.S. income tax treaty. However, any revisions to a U.S. income tax treaty, including the proposed revisions described in this paragraph, could adversely affect ARRIS and its affiliates.

 

Additionally, a new version of the income tax treaty between U.S. and Hungary was signed on February 4, 2010, which was intended to replace and update the prior U.S. – Hungary income tax treaty from 1979. The new treaty, unlike the old treaty, contains a limitation on benefits article. While the new treaty was submitted to the Senate for ratification on November 15, 2010, it remains unratified and the limitation on benefits article has yet to apply to treaty benefits claimed by U.S. resident taxpayers. If the treaty were to be ratified, then certain interest payments made by ARRIS U.S. Holdings, Inc. could become subject to full U.S. withholding tax at a 30% rate.

 

Consequences of the U.K.’s delivering notice to leave the European Union could materially adversely affect our business.

 

In March 2017, the U.K. government delivered formal notice of its intention to withdraw from the European Union. As a result, it now has until March 29, 2019 to negotiate the terms of its exit, unless all the remaining member states of the European Union agree to an extension. Given the lack of precedent, it is unclear how the withdrawal of the U.K. from the European Union will affect the U.K.’s access to the EU Single Market and other important financial and trade relationships and how it will affect us. The withdrawal could, especially if the U.K. and European Union are unable to agree on terms for the withdrawal, among other outcomes, disrupt the free movement of goods, services and people between the U.K. and the European Union, undermine bilateral cooperation in key policy areas and significantly disrupt trade between the U.K. and the European Union. Under current European Union rules, following the withdrawal the U.K. will not be able to negotiate bilateral trade agreements with member states of the European Union. In addition, a withdrawal of the U.K. from the European Union could significantly affect the fiscal, monetary, legal and regulatory landscape within the U.K. and could have a material impact on its economy and the future growth of its various industries, including the broadcast and broadband communication systems industry in which we operate. Although it is not possible to predict fully the effects of the withdrawal of the U.K. from the European Union, the possible exit of the U.K. from the European Union or prolonged periods of uncertainty in relation to it could have a material adverse effect on our business and our results of operations.

 

Although certain technical problems experienced by users may not be caused by our products, our business and reputation may be harmed if users perceive our products as the cause of a slow or unreliable network connection, or a high-profile network failure.

 

Our products have been deployed in many different locations and user environments and can provide services and connectivity to many different types of devices operating a variety of applications. The ability of our products to operate effectively can be negatively impacted by many different elements unrelated to our products. For example, a user’s experience may suffer from an incorrect setting in a Wi-Fi device. Although certain technical problems experienced by users may not be caused by our products, users often may perceive the underlying cause to be a result of poor performance of the wireless network. This perception, even if incorrect, could harm our business and reputation. Similarly, a high-profile network failure may be caused by improper operation of the network or failure of a network component that we did not supply, but other service providers may perceive that our products were implicated, which, even if incorrect, could harm our business, operating results and financial condition.

 

If our Enterprise segment products do not interoperate with cellular networks and mobile devices, future sales of our products could be negatively affected.

 

Our Enterprise segment products are designed to interoperate with a broad array of consumer devices using Wi-Fi technology, as well as interoperate with mobile devices and cellular networks. These networks and devices have varied and complex specifications. As a result, we must attempt to ensure that our products interoperate effectively with these existing and planned networks and devices. To meet these requirements, we must continue to undertake development and testing efforts that require significant capital and employee resources. We may not accomplish these development efforts quickly or cost-effectively, or at all. If our products do not interoperate effectively, orders for our products could be delayed or cancelled, which would harm our revenue, operating results and our reputation, potentially resulting in the loss of existing and potential end customers. The failure of our products to interoperate effectively with cellular networks or mobile devices may result in significant warranty, support and repair costs, divert the attention of our engineering personnel from our product development efforts and cause significant customer relations problems. In addition, our end customers may require our products to comply with new and rapidly evolving security or other certifications and standards. If our products are late in achieving or fail to achieve compliance with these certifications and standards, or our competitors achieve compliance with these certifications and standards, such end customers may not purchase our products, which would harm our business, operating results and financial condition.

 

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The continued industry move to open standards may impact our future results.

 

Our industry has and will continue to demand products based on open standards. The move toward open standards is expected to increase the number of providers that will offer services to the market. This trend is also expected to increase the number of competitors who are able to supply products to service providers and the enterprise market and drive down the capital costs. These factors may adversely impact both our future revenues and margins. In addition, many of our customers participate in “technology pools” and increasingly request that we donate a portion of our source code used by the customer to these pools, which may impact our ability to recapture the R&D investment made in developing such code.

 

We believe that we will be increasingly required to work with third party technology providers. As a result, we expect the shift to more open standards may require us to license software and other components indirectly to third parties via various open source or royalty-free licenses. In some circumstances, our use of such open source technology may include technology or protocols developed by standards settings bodies, other industry forums or third-party companies. The terms of the open source licenses granted by such parties, or the granting of royalty-free licenses, may limit our ability to commercialize products that utilize such technology, which could have a material adverse effect on our results.

 

Our business is concentrated in a couple key customers. The loss of any of these customers or a significant reduction in sales to any of these customers would have a material adverse effect on our business.

 

For the year ended December 31, 2018, sales to our two largest customers (including their affiliates, as applicable) accounted for approximately 30% of our total revenue. The loss of any of our large customers, or a significant reduction in the products or services provided to any of them would have a material adverse impact on our business. For many of these customers, we also are one of their largest suppliers. As a result, if from time-to-time customers elect to purchase products from our competitors in order to diversify their supplier base and to dual-source key products or to curtail purchasing due to budgetary or market conditions, such decisions could have material consequences to our business. In addition, because of the magnitude of our sales to these customers, the terms and timing of our sales are heavily negotiated, and even minor changes can have a significant impact upon our business.

 

Also, many of our service provider or larger enterprise customers have substantial purchasing power and leverage in negotiating contractual arrangements with us. These end customers may require us to develop additional product features, may require penalties for non-performance of certain obligations, such as delivery, outages or response time. The leverage held by these large end customers could result in lower revenues and gross margins. The loss of a single large end customer could materially harm our business and operating results.

 

Our Enterprise Networks segment sales may be impacted as a result of changes in public funding for the Federal Government and educational institutions.

 

Customers in the Enterprise Networks segment include agencies of the U.S. Federal Government and both public and private K-12 institutions in the United States. These markets typically operate on limited budgets and depend on the U.S. federal government to provide supplemental funding. For example, the Federal Communications Commission, or FCC, through its E-rate program (also known as the Schools and Libraries Program of the Universal Service Fund), provides supplemental funding to school districts to fund upgrades to technical infrastructure, including Wi-Fi infrastructure. The most recently announced order under the E-rate program provides for a significant increase to the annual E-rate funding cap, to $3.9 billion with inflation adjustments annually, and increases funding availability from a two-year period to five-year period. However, the E-rate program continues to be subject to uncertainty regarding eligibility criteria and specific timing of actual federal funding as well as subject to further federal program guidelines and funding appropriation. This uncertainty and potential further changes to the E-rate program may affect or delay purchasing decisions by our end customers in the education market and will continue to cause fluctuations in our overall revenue forecasts and financial results and create greater uncertainty regarding the level of customer orders in this market during the term of the E-rate program. Similarly, fluctuations in the annual budgeting process for U.S. Federal Government IT spending may result in deferral or cancellation of projects from which ARRIS expected to derive revenue for the Enterprise Networks segment.

 

We may face higher costs associated with protecting our intellectual property or obtaining necessary access to the intellectual property of others.

 

Our future success depends in part upon our proprietary technology, product development, technological expertise and distribution channels, in addition to a number of important patents and licenses. We cannot predict whether we can protect our technology or whether competitors will be able to develop similar technology independently, and such technology could be subject to challenge, unlawful copying or other unfair competitive practices. Given the dependence on technology within the market in which we compete, there are frequent claims and related litigation regarding patent and other intellectual property rights. We have received, directly or indirectly, and expect to continue to receive, from third parties, including some of our competitors, notices claiming that we, or our customers using our products, have infringed upon third-party patents or other proprietary rights. We are involved in several proceedings (and other proceedings have been threatened) in which our customers were sued for patent infringement. (See Part II, Item 1, “Legal Proceedings”) In these cases our customers have made claims against us and other suppliers for indemnification. We may become involved in similar litigation involving these and other customers in the future. These claims, regardless of their merit, could result in costly litigation, divert the time, attention and resources of our management, delay our product shipments, and, in some cases, require us to enter into royalty or licensing agreements. If a claim of patent infringement against us or our customer is successful and we fail to obtain a license or develop non-infringing technology, we or our customer may be prohibited from marketing or selling products containing the infringing technology which could materially affect our business and operating results. In addition, the payment of any damages or any necessary licensing fees or indemnification costs associated with a patent infringement claim could be material and could also materially adversely affect our operating results.

 

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We may not realize the anticipated benefits of past or future acquisitions, divestitures, and strategic investments, including the recently completed Ruckus Networks acquisition, and the integration of acquired companies or technologies or divestiture of businesses may negatively impact our business and financial results.

 

We have acquired or made strategic investments in other companies, products, or technologies, and expect to make additional acquisitions and strategic investments in the future. For example, in 2016, we acquired Pace and sold our whole-home solutions business, and in December 2017, we acquired the Ruckus Networks business. Our ability to realize the anticipated benefits from acquisitions and strategic investments involves numerous risks, including, but not limited to, the following:

 

The ability to satisfy closing conditions necessary to complete an acquisition, including receipt of applicable regulatory approvals;
Difficulties in successfully integrating the acquired businesses and realizing any expected synergies, including failure to integrate successfully the sales organizations;
Unanticipated costs, litigation, and other contingent liabilities;
Diversion of management’s attention from our daily operations and business;
Adverse effects on existing business relationships with customers and suppliers;
Risks associated with entering into markets in which we have limited or no prior experience;
Inability to attract and retain key employees; and
The impact of acquisition and integration related costs, goodwill or in-process research and development impairment charges, amortization costs for acquired intangible assets, and acquisition accounting treatment, including the loss of deferred revenue and increases in the fair values of inventory and other acquired assets, on our GAAP operating results and financial condition.

 

The Ruckus Networks acquisition has resulted in an expansion on our current technologies, and we have established a new business unit to focus on this business. The expansion into new technologies, markets and distributions where we have not previously operated may not be successful and may adversely impact our ability to realize the benefits of the acquisition in the time expected or at all.

 

We may also divest or reduce our investment in certain businesses or product lines from time to time. Such divestitures involve risks, such as difficulty separating portions of our business, distracting employees, incurring potential loss of revenue, negatively impacting margins, and potentially disrupting customer relationships. We may also incur significant costs associated with exit or disposal activities, related impairment charges, or both.

 

We have substantial goodwill and amortizable intangible assets.

 

Our financial statements reflect substantial goodwill and intangible assets, approximately $2.2 billion and $1.4 billion, respectively, as of December 31, 2018, that was recognized in connection with acquisitions, including the Ruckus Networks acquisition.

 

We annually (and more frequently if changes in circumstances indicate that the asset may be impaired) review the carrying amount of our goodwill to determine whether it has been impaired for accounting purposes. In general, if the fair value of the corresponding reporting unit is less than the carrying amount of the reporting unit, we record an impairment. The determination of fair value is dependent upon a number of factors, including assumptions about future cash flows and growth rates that are based on our current and long-term business plans. With respect to the amortizable intangible assets, we test recoverability when events or changes in circumstances indicate that their carrying amounts may not be recoverable. Examples of such circumstances include, but are not limited to, operating or cash flow losses from the use of such assets or changes in our intended uses of such assets. If we determine that an asset or asset group is not recoverable, then we would record an impairment charge if the carrying amount of the asset or asset group exceeds its fair value. Fair value is based on estimated discounted future cash flows expected to be generated by the asset or asset group. The assumptions underlying cash flow projections would represent management’s best estimates at the time of the impairment review.

 

As the ongoing expected cash flows and carrying amounts of our remaining goodwill and intangible assets are assessed, changes in the economic conditions, changes to our business strategy, changes in operating performance or other indicators of impairment could cause us to realize impairment charges in the future, including as a result of restructuring undertaken in connection with the integration of acquisitions.

 

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As of October 1, 2018 (the date of our annual impairment testing), the fair value of our CPE reporting unit exceeded its carrying amount by 4% and, accordingly, did not result in a goodwill impairment. Over the last twelve months, near-term trends impacting revenue and gross margin, including higher product costs associated with memory and other components have decreased the amount by which the fair value exceeds the carrying amount such that our CPE reporting unit could be at risk of failing the impairment test if future projections are not realized. Further, the proposed tariffs may also have an adverse impact on our business. The estimated fair value of our CPE reporting unit is closely aligned with the ultimate amount of revenue and operating income that it achieves over the projection period. Currently, our projections assume limited revenue growth and some recovery in gross margins over current levels in subsequent years which is dependent on product cost improving and ability to pass on increased costs through price increases. Our CPE reporting unit has approximately $1.4 billion of goodwill as of December 31, 2018.

 

In addition, we adopted new guidance on revenue recognition as of January 1, 2018. Based on the retrospective application of this guidance in our Cloud TV reporting unit, goodwill impairment of approximately $3.4 million was recognized in first quarter of 2018 resulting from the indirect effect of the change in accounting principle, effecting changes in the composition and carrying amount of the net assets.

 

We continue to evaluate the anticipated discounted cash flows from the Cloud TV reporting unit. If current long-term projections for this unit are not realized or materially decrease, we may be required to write off all or a portion of the remaining $26 million of goodwill and $21 million of associated intangible assets.

 

If we determine an impairment exists, we may be required to write off all or a portion of the goodwill and associated intangible assets related to any impaired business. For additional information, see the discussion under “Critical Accounting Policies” in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

Products currently under development may fail to realize anticipated benefits.

 

Rapidly changing technologies, evolving industry standards, frequent new product introductions and relatively short product life cycles characterize the markets for our products. The technology applications that we currently are developing are subject to technological, supply chain, product development and other related risks that could delay successful delivery. The market in which we operate is subject to a rapid rate of technological change, reflected in increased development and manufacturing complexity and increasingly demanding customer requirements, all of which can result in unforeseen delivery problems. Even if the products in development are successfully brought to market, they may be late, may not be widely used or we may not be able to capitalize successfully on the developed technology. To compete successfully, we must quickly design, develop, manufacture and sell new or enhanced products that provide increasingly higher levels of performance and reliability. However, we may not be able to develop or introduce these products successfully if such products:

 

are not cost-effective;
are not brought to market in a timely manner;
fail to achieve market acceptance; or
fail to meet industry certification standards.

 

Furthermore, our competitors may develop similar or alternative technologies that, if successful, could have a material adverse effect on us. Our strategic alliances are generally based on business relationships that have not been the subject of written agreements expressly providing for the alliance to continue for a significant period of time and the loss of any such strategic relationship could have a material adverse effect on our business and results of operations.

 

Defects within our products could have a material impact on our results.

 

Many of our products are complex technology that include both hardware and software components. It is not unusual for software, especially in earlier versions, to contain bugs that can unexpectedly interfere with expected operations. While we employ rigorous testing prior to the shipment of our products, defects, including those resulting from components we purchase, can still occur from time to time. Product defects, including hardware failures, could impact our reputation with our customers which may result in fewer sales. In addition, depending on the number of products affected, the cost of fixing or replacing such products could have a material impact on our operating results. In some cases, we are dependent on a sole supplier for components used in our products. Defects in sole-sourced components subject us to additional risk of being able to quickly address any product issues or failures experienced by our customers as a result of the component defect and could delay our ability to deliver new products until the defective components are corrected or a new supplier is identified and qualified. This could increase our costs in resolving the product issue, result in decreased sales of the impacted product, or damage our reputation with customers, any of which could have the effect of negatively impacting our operating results.

 

Hardware or software defects could also permit unauthorized users to gain access to our customers’ networks and/or a consumer’s home network. In addition to potentially damaging our reputation with customers, such defects may also subject us to claims for damages under agreements with our customers and subject us to fines by regulatory authorities.

 

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We offer warranties of various lengths to our customers on many of our products and have established warranty reserves based on, among other things, our historic experience, failure rates and cost to repair. In the event of a significant non-recurring product failure, the amount of the warranty reserve may not be sufficient. From time to time we may also make repairs on defects that occur outside of the provided warranty period. Such costs would not be covered by the established reserves and, depending on the volume of any such repairs, may have a material adverse effect on our results from operations or financial condition.

 

Our success depends on our ability to attract and retain qualified personnel in all facets of our operations.

 

Competition for qualified personnel is intense, and we may not be successful in attracting and retaining key personnel, which could impact our ability to maintain and grow our operations. Our future success will depend, to a significant extent, on the ability of our management to operate effectively. In the past, competitors and others have attempted to recruit our employees and their attempts may continue. The loss of services of any key personnel, the inability to attract and retain qualified personnel in the future or delays in hiring required personnel, particularly engineers and other technical professionals, could negatively affect our business.

 

Our ability to sell our products is highly dependent on the quality of our support and services offerings, and our failure to offer high quality support and services would have a material adverse effect on our sales and results of operations.

 

Once our products are deployed, our channel partners and end customers depend on our support organization to resolve any issues relating to our products. A high level of support is important for the successful marketing and sale of our products. In many cases, our channel partners provide support directly to our end-customers. We do not have complete control over the level or quality of support provided by our channel partners. These channel partners may also provide support for other third-party products, which may potentially distract resources from support for our products. If we and our channel partners do not effectively assist our end customers in deploying our products, succeed in helping our end customers quickly resolve post-deployment issues or provide effective ongoing support, it would adversely affect our ability to sell our products to existing end-customers and could harm our reputation with potential end customers. In some cases, we guarantee a certain level of performance to our channel partners and end customers, which could prove to be resource-intensive and expensive for us to fulfill if unforeseen technical problems were to arise.

 

Many of our service provider and large enterprise end customers have more complex networks and require higher levels of support than our smaller end customers. If our support organization fails to meet the requirements of our service provider or large enterprise end customers, it may be more difficult to execute on our strategy to increase our sales to large end customers. In addition, given the extent of our international operations, our support organization faces challenges, including those associated with delivering support, training and documentation in languages other than English. As a result of these factors, our failure to maintain high quality support and services would have a material adverse effect on our business, operating results and financial condition.

 

We are dependent on a limited number of suppliers, and inability to obtain adequate and timely delivery of supplies could have a material adverse effect on our business.

 

Many components, subassemblies and modules necessary for the manufacture or integration of our products are obtained from a sole supplier or a limited group of suppliers. Likewise, we have only a limited number of potential suppliers for certain materials and hardware used in our products, and a number of our agreements with suppliers are short-term in nature. Our reliance on sole or limited suppliers, particularly foreign suppliers, and our reliance on subcontractors involves several risks including a potential inability to obtain an adequate supply of required components, subassemblies, modules and other materials and reduced control over pricing, quality and timely delivery of components, subassemblies, modules and other products. Current supply of components in the memory and passives (MLCC) categories could impact our ability to deliver on a timely basis and overall product costs. An inability to obtain adequate deliveries or any other circumstance that would require us to seek alternative sources of supply could affect our ability to ship products on a timely basis which could damage relationships with current and prospective customers and potentially have a material adverse effect on our business. Our ability to ship products could also be impacted by country laws and/or union labor disruptions. Disputes of this nature may have a material impact on our financial results.

 

Where we rely on third parties to manufacture our products, our ability to supply products to our customers may be disrupted.

 

We outsource the majority of the manufacturing of our products to third-party manufacturers. Our reliance on these third-party manufacturers reduces our control over the manufacturing process and exposes us to risks, including reduced control over quality assurance, product costs, and product supply and timing. Any manufacturing disruption by these third-party manufacturers could severely impair our ability to fulfill orders. Our reliance on outsourced manufacturers also yields the potential for infringement or misappropriation of our intellectual property. If we are unable to manage our relationships with these third-party manufacturers effectively, or if these third-party manufacturers suffer delays or disruptions for any reason, experience increased manufacturing lead-times, capacity constraints or quality control problems in their manufacturing operations, or fail to meet our future requirements for timely delivery, our ability to ship products to our customers may be severely impaired, and our business and operating results could be seriously harmed.

 

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These manufacturers typically fulfill our supply requirements on the basis of individual orders. We do not have long term contracts with our third-party manufacturers that guarantee capacity, the continuation of particular pricing terms or the extension of credit limits. Accordingly, our third-party manufacturers are not obligated to continue to fulfill our supply requirements, which could result in supply shortages, and the prices we are charged for manufacturing services could be increased on short notice. In addition, as a result of fluctuating global financial market conditions, natural disasters or other causes, it is possible that any of our manufacturers could experience interruptions in production, cease operations or alter our current arrangements. If our manufacturers are unable or unwilling to continue manufacturing our products in required volumes, we will be required to identify one or more acceptable alternative manufacturers. Additionally, with the current U.S. trade tariff environment, we are transitioning manufacturing for many impacted products to non-tariff countries. It is time-consuming and costly and changes in our third-party manufacturers or manufacturing locations may cause significant interruptions in supply if the manufacturers have difficulty manufacturing products to our specification. As a result, our ability to meet our scheduled product deliveries to our customers could be adversely affected, which could cause the loss of sales to existing or potential customers, delayed revenue or an increase in our costs. Any production interruptions for any reason, such as a natural disaster, epidemic, capacity shortages or quality problems, at one of our manufacturers would negatively affect sales of our product lines manufactured by that manufacturer and adversely affect our business and operating results.

 

We are subject to the economic, political and social instability risks associated with doing business in certain foreign countries.

 

For the year ended December 31, 2018, approximately 41% of our sales were made outside of the United States. In addition, a significant portion of our products are currently manufactured or assembled in Brazil, China and Mexico. As a result, we are exposed to risk of international operations, including:

 

fluctuations in currency exchange rates;
inflexible employee contracts or labor laws in the event of business downturns;
compliance with United States and foreign laws concerning trade and employment practices;
the challenges inherent in consistently maintaining compliance with the Foreign Corrupt Practice Act and similar laws in other jurisdictions;
the imposition of government controls;
difficulties in obtaining or complying with export license requirements;
labor unrest, including strikes, and difficulties in staffing;
security concerns;
economic boycott for doing business in certain countries;

coordinating communications among and managing international operations;
currency controls;
changes in tax and trade laws, including tariffs, that increase our local costs;
exposure to heightened corruption risks; and
reduced protection for intellectual property rights.

 

Political instability and military and terrorist activities may have significant impacts on our customers’ spending in these regions and can further enhance many of the risks identified above. Any of these risks could impact our sales, interfere with the operation of our facilities and result in reduced production, increased costs, or both, which could have an adverse effect on our financial results.

 

We depend on channel partners to sell our products in certain regions and are subject to risks associated with these arrangements.

 

We utilize distributors, value-added resellers, system integrators, and manufacturers’ representatives to sell our products to certain customers and in certain geographic regions to improve our access to these customers and regions and to lower our overall cost of sales and post-sales support. Our sales through channel partners are subject to a number of risks, including:

 

ability of our selected channel partners to effectively sell our products to end customers;
our ability to continue channel partner arrangements into the future since most are for a limited term and subject to mutual agreement to extend;
a reduction in gross margins realized on sale of our products;
compliance by our channel partners with our policies and procedures as well as applicable laws; and
a diminution of contact with end customers which, over time, could adversely impact our ability to develop new products that meet customers’ evolving requirements.

 

 22 

 

 

We depend on cloud computing infrastructure operated by third-parties and any disruption in these operations could adversely affect our business.

 

For our service offerings, in particular our Wi-Fi-related cloud services, we rely on third-parties to provide cloud computing infrastructure that offers storage capabilities, data processing and other services. We currently operate our cloud-dependent services using Amazon Web Service (“AWS”) or Google Compute Engine (“GCE”). We cannot easily switch our AWS or GCE operations to another cloud provider. Any disruption of or interference with our use of these cloud services would impact our operations and our business could be adversely impacted.

 

Problems faced by our third-party cloud services, with the telecommunications network providers with whom we or they contract, or with the systems by which our telecommunications providers allocate capacity among their customers, including us, could adversely affect the experience of our end customers. If AWS and GCE are unable to keep up with our needs for capacity, this could have an adverse effect on our business. Any changes in third-party cloud services or any errors, defects, disruptions, or other performance problems with our applications could adversely affect our reputation and may damage our end customers’ stored files or result in lengthy interruptions in our services. Interruptions in our services might adversely affect our reputation and operating results, cause us to issue refunds or service credits, subject us to potential liabilities, or result in contract terminations.

 

We and our end customers may be subject to complex and evolving U.S. and foreign laws and regulations regarding privacy, data protection and other matters and violations of these laws and regulations may result in claims, changes to our business practices, monetary penalties, increased costs of operations, and/or other harms to our business.

 

There has been an increase in laws in Europe, the U.S. and elsewhere imposing requirements for the handling of personal data, including data of employees, consumers and business contacts as well as privacy-related matters. For example, several U.S. states, including recently California, have adopted legislation requiring companies to protect the security of personal information that they collect from consumers over the Internet, and more states have proposed similar legislation in the future. Foreign data protection, privacy, and other laws and regulations can be more restrictive than those in the U.S. In May 2018 the EU General Data Protection Regulation (“GDPR”) went into effect. Similar regulations are now scheduled to go into effect in the second quarter of 2019 in Brazil and India. GDPR is designed to harmonize data privacy laws across Europe, to protect and empower all EU citizens data privacy and to reshape the way organizations across the region approach data privacy. Compliance with the GDPR and the similarly proposed regulations in other countries has required, and will continue to require, changes to existing products, designs of future products, internal and external software systems, including our web sites, and changes to many company processes and policies. Failure to comply with GDPR or other privacy regulations could cause significant penalties and loss of business.

 

In addition, some countries are considering legislation requiring local storage and processing of data that, if enacted, could increase the cost and complexity of offering our solutions or maintaining our business operations in those jurisdictions. The introduction of new solutions or expansion of our activities in certain jurisdictions may subject us to additional laws and regulations. Our channel partners and end customers also may be subject to such laws and regulations in the use of our products and services.

 

These U.S. federal and state and foreign laws and regulations, which often can be enforced by private parties or government entities, are constantly evolving. In addition, the application and interpretation of these laws and regulations are often uncertain, and may be interpreted and applied inconsistently from country to country and inconsistently with our current policies and practices and may be contradictory with each other. For example, a government entity in one jurisdiction may demand the transfer of information forbidden from transfer by a government entity in another jurisdiction. If our actions were determined to be in violation of any of these disparate laws and regulations, in addition to the possibility of fines, we could be ordered to change our data practices, which could have an adverse effect on our business and results of operations and financial condition. There is also a risk that we, directly or as the result of a third-party service provider we use, could be found to have failed to comply with the laws or regulations applicable in a jurisdiction regarding the collection, consent, handling, transfer, or disposal of personal data, which could subject us to fines or other sanctions, indemnification claims from customers as well as adverse reputational impact.

 

Compliance with these existing and proposed laws and regulations can be costly, increase our operating costs and require significant management time and attention, and failure to comply can result in negative publicity and subject us to inquiries or investigations, claims or other remedies, including fines or demands that we modify or cease existing business practices. Channel partners and end customers may demand or request additional functionality in our products or services that they believe are necessary or appropriate to comply with such laws and regulations, which can cause us to incur significant additional costs and can delay or impede the development of new solutions. In addition, there is a risk that failures in systems designed to protect private, personal or proprietary data held by us or our channel partners and end customers using our solutions will allow such data to be disclosed to or seen by others, resulting in application of regulatory penalties, enforcement actions, remediation obligations, private litigation by parties whose data were improperly disclosed, or claims from our channel partners and end customers for costs or damages they incur.

 

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The planned upgrade of our enterprise resource planning (“ERP”) software solution could result in significant disruptions to our operations.

 

We have initiated the process of upgrading our ERP software solution to a newer, cloud-based version. We expect the upgrade for our financial reporting systems to be completed in 2019. Implementation of the upgraded solution will have a significant impact on our business processes and information systems. The transition will require significant change management, meaningful investment in capital and personnel resources, and coordination of numerous software and system providers and internal business teams. We may experience difficulties as we manage these changes and transitions to the upgraded systems, including loss or corruption of data, delayed shipments, decreases in productivity as personnel implement and become familiar with new systems and processes, unanticipated expenses (including increased costs of implementation or costs of conducting business), and lost revenues. Difficulties in implementing the upgraded solution or significant system failures could disrupt our operations, divert management’s attention from key strategic initiatives, and have an adverse effect on our capital resources, financial condition, results of operations, or cash flows. In addition, any delays in completing the upgrade process could exacerbate these transition risks as well as expose us to additional risks in the event that the support for our existing ERP software solution is reduced or eliminated.

 

The import of our products is subject to trade regulations and could be impacted by orders prohibiting the importation of products.

 

The import of our products into the United States and certain other countries is subject to the trade regulations in the countries where they are imported. Products may be subject to customs duties that we pay to the applicable government agency and then collect from our customers in connection with the sale of the imported products. The amount of the customs duty owed, if any, is based on classification of the products within the applicable customs regulations. A significant portion of our overall shipments import into the United States, any change to trade regulations may challenge our classifications and the amount of any duty or tax payable. While we believe that our products have been properly classified, the U.S. Customs Agency or other applicable foreign regulatory agencies, may challenge our classifications and the amount of any duty payable. For example, we currently have a case pending in the U.S. Court of International Trade regarding the challenge by the U.S. Customs Agency with respect to certain digital television adapters that we import into the United States and believe are duty free. If it is ultimately determined that a product has been misclassified for customs purposes, we may be required to pay additional duties for products previously imported and we may not be successful in collecting the increased duty from the customer that purchased the products. In addition, we could be required to pay interest and/or fines to the applicable regulator, which amounts could be significant and negatively impact our results of operations. Further, if we do not comply with the applicable trade regulations, delivery of products to customers may be delayed which could negatively impact our sales and results of operations.

 

From time to time, we, our customers and our suppliers, may be subject to proceedings at the U.S. International Trade Commission (the “ITC”) with respect to alleged infringement of U.S. patents. If the ITC finds a party infringed a U.S. patent, it can issue an exclusion order barring importation into the United States of the product that infringes, or includes components, of the product that infringes the identified patents. An exclusion order impacting our products could have a material adverse effect on our revenues and results of operations.

 

Our stock price has been and may continue to be volatile.

 

Our ordinary shares are traded on The NASDAQ Global Select Market. The trading price of our shares has been and may continue to be subject to large fluctuations. Our stock price may increase or decrease in response to a number of events and factors including:

 

future announcements concerning us, key customers or competitors;
variations in operating results from period to period;
changes in financial estimates and recommendations by securities analysts;
developments with respect to technology or litigation;
the operating and stock price performance of our competitors; and
acquisitions and financings.

 

Fluctuations in the stock market, generally, also impact the volatility of our stock price. General stock market movements may adversely affect the price of our ordinary shares, regardless of our operating performance.

 

Our business is subject to the risks of earthquakes, fire, floods and other natural catastrophic events, and to interruption by manmade problems such as network security breaches, computer software or system errors or viruses, or terrorism.

 

We and our contract manufacturers maintain facilities in many areas known for seismic activity including the San Francisco Bay area and eastern Asia. A significant natural disaster, such as an earthquake, a fire or a flood, occurring near any of our major facilities, or near the facilities of our contract manufacturers, could have a material adverse impact on our business, operating results and financial condition. In addition, we have major development and support operations concentrated in India. A natural disaster in this location could have a material adverse impact on our support operations. In addition, natural disasters, acts of terrorism or war could cause disruptions in our or our customers’ businesses, our suppliers’ or manufacturers’ operations or the economy as a whole. We also rely on IT systems to operate our business and to communicate among our workforce and with third parties. For example, we use business management and communication software products provided by third parties, such as Oracle, Microsoft Online, SAP and salesforce.com, and security flaws or outages in such products would adversely affect our operations. Any disruption to these systems, whether caused by a natural disaster or by manmade problems, such as power disruptions, could adversely affect our business. To the extent that any such disruptions result in delays or cancellations of customer orders or impede our suppliers’ and/or our manufacturers’ ability to timely deliver our products and product components, or the deployment of our products, our business, operating results and financial condition would be adversely affected.

 

 24 

 

 

Cyber-security incidents, including data security breaches or computer viruses, could harm our business by disrupting our delivery of services, damaging our reputation or exposing us to liability.

 

We receive, process, store and transmit, often electronically, the confidential data of our clients and others. Unauthorized access to our computer systems or stored data could result in the theft or improper disclosure of confidential information, the deletion or modification of records or could cause interruptions in our operations. These cyber-security risks increase when we transmit information from one location to another, including transmissions over the Internet or other electronic networks. Despite implemented security measures, our facilities, systems and procedures, and those of our third-party service providers, may be vulnerable to security breaches, acts of vandalism, software viruses, misplaced or lost data, programming and/or human errors or other similar events which may disrupt our delivery of services or expose the confidential information of our clients and others.

 

In addition, defects in the hardware or software we develop and sell, or in their implementation by our customers, could also result in unauthorized access to our customers’ and/or consumers’ networks. Any security breach involving the misappropriation, loss or other unauthorized disclosure or use of confidential information of our customers or others, whether by us or a third party, could (i) subject us to civil and criminal penalties, (ii) have a negative impact on our reputation, or (iii) expose us to liability to our customers, third parties or government authorities. Any of these developments could have a material adverse effect on our business, results of operations and financial condition. We have not experienced any such incidents that have had material consequences to date. We expect the U.S. and other countries to adopt additional cyber-security legislation that, if enacted, could impose additional obligations upon us that may negatively impact our operating results.

 

We have not historically paid cash dividends.

 

We have not historically paid cash dividends on our ordinary shares. In addition, our ability to pay dividends is limited by the terms of our credit facilities. Payment of dividends in the future will depend on, among other things, business conditions, our results of operations, cash requirements, financial condition, contractual restrictions, provisions of applicable law and other factors that our board of directors may deem relevant.

 

As a result of shareholder voting requirements in the United Kingdom, we have less flexibility with respect to certain aspects of capital management.

 

Under English law, our directors may issue new ordinary shares up to a maximum amount equal to the allotment authority granted to the directors under our articles of association or by an ordinary resolution of our shareholders, subject to a five-year limit on such authority. Additionally, subject to specified exceptions, English law grants preemptive rights to existing shareholders to subscribe for new issuances of shares for cash but allows shareholders to waive these rights by way of a special resolution with respect to any particular allotment of shares or generally, subject to a five-year limit on such waiver. Our articles of association contain, as permitted by English law, a provision authorizing our Board to issue new shares for cash without preemptive rights. The authorization of the directors to issue shares without further shareholder approval and the authorization of the waiver of the statutory preemption rights must both be renewed by the shareholders at least every five years, and we cannot provide any assurance that these authorizations always will be approved, which could limit our ability to issue equity and, thereby, adversely affect the holders of our ordinary shares. While we do not believe that English laws relating to our capital management will have a material adverse effect on us, situations may arise where the flexibility to provide certain benefits to our shareholders is not available under English law.

 

Any attempted takeovers of us will be governed by English law.

 

As a U.K. incorporated company, we are subject to English law. An English public limited company is potentially subject to the protections afforded by the U.K. Takeover Code if, among other factors, a majority of its directors are resident within the U.K., the Channel Islands or the Isle of Man. We do not believe that the U.K. Takeover Code applies to us, and, as a result, our articles of association include measures similar to what may be found in the charters of U.S. companies, including the power for our Board to allot shares where in the opinion of the Board it is necessary to do so in the context of an acquisition of 20% or more of the issued voting shares in specified circumstances (this power is subject to renewal by our shareholders at least every five years and will cease to be applicable if the U.K. Takeover Code is subsequently deemed to be applicable to ARRIS). Further, it could be more difficult for us to obtain shareholder approval for a merger or negotiated transaction because the shareholder approval requirements for certain types of transactions differ, and in some cases, are greater under English law. The provisions of our articles of association and English law may have an anti-takeover impact on us and our ordinary shares.

 

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Transfers of our ordinary shares, other than one effected by means of the transfer of book-entry interests in the Depository Trust Company (“DTC”), may be subject to U.K. stamp duty.

 

Substantially all of our outstanding shares are currently represented by book-entry interests in DTC. Transfers of our ordinary shares within DTC should not be subject to stamp duty or stamp duty reserve tax (“SDRT”) provided no instrument of transfer is entered into and no election that applies to our ordinary shares is made or has been made by DTC or Cede, its nominee, under Section 97A of the U.K. Finance Act 1986. In this regard DTC has confirmed that neither DTC nor Cede (its nominee) has made an election under Section 97A of the Finance Act that would affect our shares issued to Cede. If such an election is or has been made, transfers of our ordinary shares within DTC generally will be subject to SDRT at the rate of 0.5% of the amount or value of the consideration. Transfers of our ordinary shares held in certificated form generally will be subject to stamp duty at the rate of 0.5% of the consideration given (rounded up to the nearest £5). SDRT will also be chargeable on an agreement to transfer such shares, although such liability would be discharged if stamp duty is duly paid on the instrument of transfer implementing such agreement within a period of six years from the agreement. Subsequent transfer of our ordinary shares to an issuer of depository receipts or into a clearance system (including DTC) may be subject to SDRT at a rate of 1.5% of the consideration given or received or, in certain cases, the value of our ordinary shares transferred. The purchaser or transferee of the ordinary shares generally will be responsible for paying any stamp duty or SDRT payable.

 

Item 1B.Unresolved Staff Comments

 

No unresolved staff comments.

 

Item 2.Properties

 

Our corporate headquarters are in Suwanee, Georgia. We own sites in Apodaca, Mexico; Cary, North Carolina; and Horsham, Pennsylvania. We operate manufacturing and warehouse facilities, research and development, administrative and sales offices in various locations in the United States and in many foreign countries. These properties are generally used by each of our operating segments.

 

As of December 31, 2018, we have approximately 62 principal leased facilities, 23 of which are in North America and 39 of which are in other countries. Larger leased sites include properties located in Bangalore, India; Beaverton, Oregon; Boca Raton, Florida; Linkoping, Sweden; Lisle, Illinois; Lowell, Massachusetts; Manaus, Brazil; Paris, France; Saltaire, United Kingdom; Santa Clara, California; San Diego, California; San Jose, California; Shenzhen, China; Suwanee, Georgia; Tijuana, Mexico; and Wallingford, Connecticut.

 

We believe that our existing facilities, including both owned and leased, are in good condition and suitable for the conduct of our business. We generally consider that the facilities are being appropriately utilized and that they have enough production capacity for their present intended purposes. The extent of utilization of such facilities varies from location to location and from time to time during the year. For additional information regarding our obligations under property leases, see Note 24 Commitments and Contingencies of Notes to the Consolidated Financial Statements.

 

Item 3.Legal Proceedings

 

We have been, and expect in the future to be, a party to various legal proceedings, investigations or claims. In accordance with applicable accounting guidance, we record accruals for certain of our outstanding legal proceedings when it is probable that a liability will be incurred and the amount of loss can be reasonably estimated. We evaluate, at least on a quarterly basis, developments in our legal proceedings or other claims that could affect the amount of any accrual, as well as any developments that would result in a loss contingency to become both probable and reasonably estimable. When a loss contingency is not both probable and reasonably estimable, we do not record a loss accrual.

 

If the loss (or an additional loss in excess of any prior accrual) is reasonably possible and material, we disclose an estimate of the possible loss or range of loss, if such estimate can be made. The assessment whether a loss is probable or reasonably possible and whether the loss or a range of loss is estimable, involves a series of complex judgments about future events. Even if a loss is reasonably possible, we may not be able to estimate a range of possible loss, particularly where (i) the damages sought are substantial or indeterminate, (ii) the proceedings are in the early stages, or (iii) the matters involve novel or unsettled legal theories or a large number of parties. In such cases, there is considerable uncertainty regarding the ultimate resolution of such matters, including the amount of any possible loss. We are currently unable to reasonably estimate the possible loss or range of possible loss for any of the matters identified below. The results in litigation are unpredictable and an adverse resolution of one or more of such matters not included in the estimate provided, or if losses are higher than what is currently estimated, it could have a material adverse effect on our business, financial position, results of operations or cash flows.

 

Due to the nature of our business, we are subject to patent infringement claims, including current suits against us or one or more of our wholly-owned subsidiaries or one or more of our customers who may seek indemnification from us. We believe that we have meritorious defenses to the allegations made in the pending cases and intend to vigorously defend these lawsuits; however, we are unable currently to forecast the ultimate outcome of these or similar matters. In addition, we are a defendant in various litigation matters generally arising out of the normal course of business. Except as described below, we are not party to (nor have indemnification claims been made with respect to) any proceedings that are, or reasonably are expected to be, material to our business, results of operations or financial condition. However, since it is difficult to predict the outcome of legal proceedings, it is possible that the ultimate outcomes could materially and adversely affect our business, financial position, results of operations or cash flows. Accordingly, with respect to these proceedings, we are currently unable to reasonably estimate the possible loss or range of possible loss.

 

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ChanBond v. MSOs,   C.A. 15-cv-00848, et al, District of Delaware (RGA). On September 21, 2015, ChanBond filed suit against several MSOs alleging infringement of three U.S. Patents. Certain of our customers have requested that we provide indemnification. Requests for Inter Partes Review (“IPR”) by ARRIS of the asserted patents were denied on procedural grounds. The complaint requests unspecified damages for infringement. To date, no evidence of infringement or damages has been introduced. It is premature to assess the likelihood of an unfavorable outcome. In the event of an unfavorable outcome, ARRIS may be required to indemnify the MSOs and/or pay damages for utilizing certain technology.

 

Chrimar v. Ruckus Wireless, Inc., C.A. 16-cv-00186, Northern District of California. On July 1, 2015, Chrimar filed suit against Ruckus alleging infringement of four U.S. Patents. The case has been stayed pending completion of IPR proceedings contesting the validity of the patents. All four of these IPRs have resulted in a final written decision invalidating the asserted claims, however Chrimar has filed a notice of appeal. The complaint requests unspecified damages for infringement and injunction against future infringement. To date, no evidence of infringement or damages has been introduced. It is premature to assess the likelihood of an unfavorable outcome. In the event of an unfavorable outcome, we may be required pay damages for utilizing certain technology.

 

Hera Wireless et al. v. ARRIS, C.A. 1:17-cv-00948, District of Delaware. On July 14, 2017, Hera Wireless filed suit against ARRIS alleging infringement of three U.S. patents. IPR petitions have been filed against all asserted patents. The complaint requests unspecified damages for infringement. To date, no evidence of infringement or damages has been introduced. It is premature to assess the likelihood of an unfavorable outcome. In the event of an unfavorable outcome, ARRIS may be required to pay damages for utilizing certain technology.

 

In Re ARRIS Cable Modem Consumer Litigation, C.A. 5:17-cv-01834, Northern District of California. On March 31, 2017, Carlos Reyna, on behalf of himself and others similarly situated filed a putative class action lawsuit against ARRIS alleging that the SB6190 modem which includes the Intel Puma 6 chipset is defective. Other state court complaints have been filed but are stayed pending the outcome of the California action. The plaintiff alleges violation of the California Song-Beverly Consumer Warranty Act, California Consumer Legal Remedies Act, California False Advertising Law, and California Unfair Competition Law. It is premature to assess the likelihood of an unfavorable outcome. In the event of an unfavorable outcome, we may be required to pay damages.

 

RealTime Adaptive Streaming v. EchoStar et al., C.A. 17-cv-02097, District of Colorado. On November 6, 2017, RealTime Adaptive Streaming filed an amended complaint alleging that ARRIS products infringe two U.S. patents. The complaint requests unspecified damages for infringement and injunction against future infringement. To date, no evidence of infringement or damages has been introduced. It is premature to assess the likelihood of an unfavorable outcome. In the event of an unfavorable outcome, ARRIS may be required to pay damages for utilizing certain technology.

 

Rovi et al. v. Comcast et al., C.A. 1:16-cv-09826, Southern District of New York; 337-TA-1001, International Trade Commission. On April 1, 2016, Rovi filed suit against Comcast and several equipment vendors (including ARRIS and Pace) alleging infringement of 15 U.S. patents alleged to cover various program guide technology. On April 6, 2016, Rovi filed a complaint in the International Trade Commission (ITC) alleging infringement of seven U.S. patents (the same as those asserted in the New York suit). The ITC found Comcast in violation of two patents by various remote programming features, (both of which have now been ruled invalid by the Patent Trial and Appeal Board), while also finding that ARRIS set-top boxes do not infringe the patents. In an example of what we believe is clear administrative authority overreach, the ITC thereby issued an exclusion order against Comcast from causing ARRIS to import non-infringing set-top boxes for use in Comcast’s system. Comcast has removed the remote programming feature held infringing by the ITC, and U.S. Customs and Border Protection has ruled to allow ARRIS to import set-top products for use in Comcast’s redesigned network. ARRIS and Comcast are appealing the ITC verdict. Until the matter is resolved, there remains a risk that U.S. Customs and Border Protection improperly applies the ITC’s exclusion order, which could then result in delays on the delivery of ARRIS’s products.

 

Rovi et al. v. Comcast et al., 337-TA-1103, International Trade Commission. On February 8, 2018, Rovi filed a new complaint in the International Trade Commission (ITC) alleging Comcast infringes eight U.S. patents controlled by Rovi and its affiliates. The ITC investigation has been terminated with respect to five of the patents. While ARRIS has been properly excluded from being a party to the complaint, in the event that the ITC finds Comcast to have committed a violation with respect to the patents, and again oversteps its bounds with respect to jurisdiction, ARRIS may be barred from importing set top boxes into the U.S. based on Comcast’s purely domestic activity, over which ARRIS has no control, and which bar would have a materially adverse impact on our results.

 

Sprint Communications v. TWC, C.A. 11-cv-2686 etc., District of Kansas. On December 19, 2011, Sprint filed suit against several MSOs alleging infringement of several patents alleged to cover various aspects of voice services. Certain of our customers have requested that we provide indemnification. The complaint requests unspecified damages for past infringement and injunction against future infringement. At an initial trial, Sprint was awarded $140 million in damages from Time Warner Cable. It is premature to assess the likelihood of an unfavorable outcome on any indemnity claims. In the event of an unfavorable outcome, ARRIS may be required to indemnify the MSOs and/or pay damages for utilizing certain technology. With respect to any liability attributable to Motorola Home in this matter, a subsidiary of Google has agreed to indemnify ARRIS.

 

 27 

 

 

TQ Delta v. MSOs,  C.A. 15-cv-00611; 15-cv-00615, etc., District of Delaware. On July 17, 2015, TQ Delta filed suit against several MSOs alleging infringement of several U.S. patents. Certain of our customers have requested that we provide indemnification. The case has been stayed pending the outcome of IPR proceedings. All of the asserted patents now have final written decisions by the Patent Trial and Appeal Board invalidating all asserted claims as a result of IPRs. TQ Delta has filed a notice of appeal. The complaint requests unspecified damages for past and future infringement. To date, no evidence of infringement or damages has been introduced. It is premature to assess the likelihood of an unfavorable outcome. In the event of an unfavorable outcome, we may be required to indemnify the MSOs and/or pay damages for utilizing certain technology.

 

TQ Delta v. 2Wire Inc.,    C.A. 13-cv-01835, District of Delaware. On November 4, 2013, TQ Delta filed suit against 2Wire alleging infringement of several U.S. patents. The complaint requests unspecified damages for past infringement and an injunction against future infringement. To date, no evidence of infringement or damages has been introduced. It is premature to assess the likelihood of an unfavorable outcome. In the event of an unfavorable outcome, we may be required to pay damages for utilizing certain technology.

 

XR Communications v. Ruckus Wireless, Inc., XR Communications v. ARRIS, C.A. 4:18-cv-01992, Northern District of California; and 8:18-cv-00192, Central District of California. On April 21, 2017, XR Communications filed suit against Ruckus in the Central District of California alleging infringement of three U.S. patents. The case was subsequently transferred to the Northern District of California. On February 2, 2018 XR Communications filed suit against ARRIS alleging infringement of the same three U.S. patents. ARRIS IPR petitions have instituted against two of the three patents at issue, while the third patent has an IPR by another party that has been instituted. The litigation has been stayed pending completion of the IPR proceedings. The complaints request unspecified damages for past and future infringement. It is premature to assess the likelihood of an unfavorable outcome. In the event of an unfavorable outcome, ARRIS may be required to cease using and/or pay damages for utilizing certain technology.

 

In the acquisition agreement entered into in connection with the acquisition of the Motorola Home business, a subsidiary of Google agreed to indemnify, defend and hold harmless ARRIS and various related parties with respect to, among other things, any losses suffered by ARRIS as a result of a court order involving, or the settlement of, certain agreed-upon litigation, including the Sprint lawsuit described above, that reference this indemnification obligation. There are various limitations upon this obligation.

 

From time to time third parties demand that we or our customers enter into license agreements with respect to patents owned, or allegedly owned, by the third parties. Such demands cause us to dedicate time to study the patents and enter into discussions with the third parties regarding the merits and value, if any, of the patents. These discussions may materialize into license agreements or patent claims asserted against us or our customers. If asserted against our customers, our customers may request indemnification from us. It is not possible to determine the impact of any such demands and the related discussions on ARRIS’s business, results of operations or financial condition.

 

Item 4.Mine Safety Disclosures

 

Not Applicable

 

Item 4A.Executive Officers and Board Committees

 

Executive Officers of the Company

 

The following table sets forth the name, age as of March 1, 2019, and position of our executive officers.

 

Name   Age   Position
Bruce W. McClelland   52   Chief Executive Officer
Robert J. Stanzione   71   Executive Chairman and Chairman of the Board of Directors
David B. Potts   61   Executive Vice President and Chief Financial Officer
Lawrence Robinson   51   President, Customer Premises Equipment
Daniel T. Whalen   51   President, Network & Cloud
Ian Whiting   54   President, Enterprise Networks
Stephen McCaffery   52   President, International Sales & Managing Director, International Business Operations Group
Timothy O’Loughlin   45   President, U.S. Sales, Global Marketing & Operations
James R. Brennan   57   Senior Vice President, Supply Chain & Quality
Karen Renner   57   Senior Vice President, Chief Information Officer
Patrick W. Macken   45   Senior Vice President, General Counsel and Secretary
Victoria P. Brewster   56   Senior Vice President, Human Resources

 

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Bruce W. McClelland is Chief Executive Officer and a member of the Board of Directors at ARRIS.

 

Previously, Mr. McClelland served as President of ARRIS’s Network & Cloud and Global Services business. Mr. McClelland’s vision and strategy for the business was responsible for ARRIS’s broadband network leadership — a key driver of the company’s global growth.

 

Mr. McClelland’s prior roles at ARRIS also included ARRIS’s Group President, for Products and Services, and Vice President and General Manager, for ARRIS’s Customer Premises Equipment Unit. Mr. McClelland joined the Company as Vice President of Engineering, responsible for development of a broad range of voice and data cable TV products.

 

Prior to ARRIS, Mr. McClelland was responsible for the development of Nortel’s Signaling System #7 and Signal Transfer Point product lines as well as several development roles within Nortel’s Class 4/5 DMS switching product line.

 

Mr. McClelland received a Bachelor of Electrical Engineering from the University of Saskatchewan.

 

Robert J. Stanzione is Executive Chairman and Chairman of the Board of the Directors at ARRIS. As Executive Chairman, Mr. Stanzione is responsible for charting the company’s direction in collaboration with its CEO.

 

Previously, Mr. Stanzione served as ARRIS’s CEO. In 1995, Mr. Stanzione was appointed President and CEO of ARRIS Interactive, LLC, a Nortel Networks/ANTEC joint venture. In 1998, Mr. Stanzione became President, Chief Operating Officer and a Director of ANTEC and was appointed to the CEO role on January 1, 2000. In 2001, ANTEC acquired Nortel’s share of ARRIS Interactive and re-named the Company ARRIS Group, Inc.

 

From 1969 to 1995, before joining ARRIS, Mr. Stanzione held a wide range of senior management positions with AT&T.

 

Mr. Stanzione holds a Bachelor’s degree in Mechanical Engineering from Clemson University, a Master’s degree in Industrial Engineering from North Carolina State University and has completed executive development programs at the University of Richmond, Babson College and the International Institute for Management Development in Switzerland.

 

Mr. Stanzione is a Board Member of the National Cable & Telecommunications Association (NCTA) and The Cable Center Board of Directors. Mr. Stanzione also serves as a Trustee on the Committee for Economic Development in Washington, D.C.

 

David B. Potts has been the Chief Financial Officer since 2004. Prior to joining ARRIS, Mr. Potts was Chief Financial Officer of ARRIS Interactive L.L.C. and held various executive management positions with Nortel Networks, including Vice President and Chief Financial Officer of Bell Northern Research and Vice President of Mergers and Acquisitions. Prior to Nortel Networks, Mr. Potts was with Touche Ross in Toronto.

 

Mr. Potts holds a Bachelor of Commerce degree from Lakehead University in Canada and is a member of the Institute of Chartered Accountants in Canada.

 

Mr. Potts has been a Board Member of Internap Corporation (INAP) since 2017, which trades on the NASDAQ.

 

Lawrence Robinson is President, Customer Premises Equipment, which comprises in-home video solutions including digital cable set-tops, satellite receivers, and IP-based TV products, as well as a comprehensive portfolio of broadband devices incorporating the latest in DOCSIS, DSL, and fiber technologies.

 

Mr. Robinson assumed his current role after the ARRIS acquisition of Motorola Mobility’s Home business where he was Senior Vice President and General Manager of the Home Devices business responsible for its video, voice and data product portfolio, including set-tops, modems and gateways.

 

While at Motorola, Mr. Robinson held a variety of senior level positions including Corporate Vice President, Product Management in the Digital Video Solutions Group. In this role, he led the definition and management of digital cable and satellite set-tops product lines for the Americas’ market. Robinson also managed strategic partnerships that complemented the portfolio.

 

Mr. Robinson holds a Master’s degree in Technology Management from the University of Pennsylvania and a Bachelor’s degree in Electrical Engineering from the Catholic University of America.

 

Daniel T. Whalen is the President of the Network & Cloud business at ARRIS. Mr. Whalen oversees the development and delivery of the company’s leading portfolio of broadband and video network infrastructure technologies and cloud-based software solutions.

 

Mr. Whalen previously served as the Senior Vice President and General Manager of Global Services.

 

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Mr. Whalen joined ARRIS in 2008 as Vice President of Sales, after spending seven years as Area Director at Cisco. At Cisco, Mr. Whalen led the US Cable Service sales organization. There, he was integral in establishing early VoIP, VOD, Broadband Provisioning, Regional Area Network and IP Backbone service deployments for the US Service Provider market.

 

Mr. Whalen has held several positions in the technology sector over the last 20 years including sales, operations management, project management, and engineering at Bell Atlantic and Comdisco, as well as consulting at KPMG.

 

Mr. Whalen received a Bachelor’s Degree in Civil Engineering from the Stevens Institute of Technology in Hoboken, NJ.

 

Ian Whiting is President of Enterprise Networks. In this role, he leads the company’s focus on enabling constant, wireless and wired connectivity across complex and varied networking environments—serving enterprises and service providers across multiple verticals, including education, retail, hospitality, MDUs, smart cities, public sector, and others.

 

Mr. Whiting joined ARRIS through its acquisition of the Ruckus Wireless and Ethernet Switching businesses. At Ruckus, he served as Chief Commercial Officer (CCO), leading the global enterprise and service provider sales teams and the marketing organization.

 

Prior to Ruckus Networks, Mr. Whiting spent the early part of his career in Europe running sales and marketing organizations for companies including Compaq and Brocade. He moved to the U.S. in 2005 to manage the global sales and marketing team at Brocade Communications. Over the next eight years, as part of the executive team, he helped drive the growth of Brocade becoming the market leader in storage and IP networking. After Brocade, Mr. Whiting held sales leadership position at Riverbed and Fusion-io before joining Ruckus in 2015.

 

Mr. Whiting holds a Master’s degree in business from Cranfield University and a Bachelor’s degree in French and German from the University of Wales.

 

Stephen McCaffery is President, International Sales and Managing Director, International Business Operations Group. In this role, Mr. McCaffery leads International Sales and oversees ARRIS’s International Business Operations Group, which is focused on aligning ARRIS’s sales and business operations to accelerate our international growth in key markets outside the US.

 

Previously, Mr. McCaffery served as General Manager and Managing Director of ARRIS International Operations. Mr. McCaffery joined ARRIS as SVP of EMEA Sales following the company’s 2013 acquisition of Motorola Mobility, where he served as Vice President, Europe.

 

Prior to joining Motorola, Mr. McCaffery was Vice President of Sales and Services for Alcatel’s Optical Networks Group within the company’s Wireline Product Group, leading sales for the North Europe region and assisting in the group’s integration program following the merger of Alcatel and Lucent.

 

Mr. McCaffery holds a degree in Electrical and Electronic Engineering from Warwick University.

 

Timothy O’Loughlin is President, North American Sales at ARRIS. Mr. O’Loughlin assumed his current role after the acquisition of Pace. Previously, he served as President of Pace Americas, overseeing the United States and Canada.

 

Mr. O’Loughlin joined Pace in March 2001 as part of the marketing team and served in various roles including Senior Vice President of Sales and Customer Support, Vice President of Business Development, and Vice President of Sales and Marketing. He was an instrumental part of Pace’s expansion throughout the cable, telecommunications, and satellite industries.

 

Prior to joining Pace, Mr. O’Loughlin held strategic marketing positions in the hospitality and telecom industries. He holds a Bachelor’s degree in Business Administration and an MBA from Florida Atlantic University.

 

James R. Brennan is Senior Vice President of Supply Chain and Quality and responsible for leading the supply chain, quality and operation services and solutions that deliver financial results, customer satisfaction and industry leading practices.

 

Mr. Brennan held a similar role as the Corporate Vice President of Supply Chain and Quality for the Motorola Mobility’s Home business. He served in various executive positions at Motorola, including Vice President Business Transformation and Chief Quality Officer and Corporate Vice President of the Home & Networks Mobility supply chain, which included global operations associated with planning, purchasing, new product introduction, manufacturing, customer fulfillment and repair. Mr. Brennan also served in other senior leadership positions, including strategy, business operations, IT, and mergers and acquisitions.

 

Prior to joining Motorola in 2000, Mr. Brennan held leadership positions at General Instrument in Operations and Northrop Grumman/Vought Aircraft in engineering development, manufacturing, flight test operations and quality.

 

Mr. Brennan earned a Bachelor’s degree in Mechanical Engineering from Old Dominion University. He also completed the University of Pennsylvania’s Wharton School and the University of Michigan’s executive programs.

 

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Karen Renner is Senior Vice President, Chief Information Officer at ARRIS. She is responsible for developing ARRIS’s IT strategies that increase the company’s overall productivity and performance as well as implementing IT solutions that support the company’s growth initiatives. 

 

Ms. Renner joined ARRIS from her previous role as North American CIO for Thales, a global aerospace, defense, and security company. Prior to that role, she served in CIO roles for Novelis and GE. During her tenure at GE, she led IT for the company’s infrastructure, security and digital energy businesses. 

 

Ms. Renner received her BS and MS in industrial and systems engineering from Auburn University and earned an MBA from Georgia State University. She serves on the Board of Directors for Lenbrook. 

 

Patrick W. Macken is Senior Vice President, General Counsel and Secretary. In this role, he oversees all aspects of the Company’s legal function. Mr. Macken joined ARRIS in 2015 from Troutman Sanders LLP, where he served as partner in the firm’s Corporate Group, providing legal counsel and support to ARRIS for more than 10 years. His legal expertise spans securities law, mergers and acquisitions, capital markets, commercial law and corporate governance.

 

Mr. Macken holds a Bachelor’s Degree and a Juris Doctorate from Tulane University. 

 

Victoria P. Brewster is Senior Vice President of Human Resources, where she leads global people strategies that enable growth, energize the culture, and create an employee competitive advantage for ARRIS.

 

Ms. Brewster has held a leadership role in Human Resource at ARRIS for over a decade, managing global business-critical functions including talent acquisition, compensation, benefits, HR systems, talent management, and employee relations. Her work includes leading the HR integration of strategic ARRIS acquisitions including Motorola Home and Pace. She founded and serves as executive sponsor of the ARRIS Women’s Business Network. Prior to joining ARRIS in 2006, Ms. Brewster held senior leadership roles at S1 Corporation, NDCHealth, WebMD, and HBO & Company.

 

Ms. Brewster holds a Bachelor’s degree in Industrial Relations and Psychology from the University of North Carolina at Chapel Hill.

 

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PART II

 

Item 5.Market for Registrant’s Common Equity Related Stockholder Matters and Issuer Purchases of Equity Securities

 

ARRIS’s stock is traded on the NASDAQ Global Select Market under the symbol “ARRS.” The following table reports the high and low trading prices per share of our stock as listed on the NASDAQ Global Market System:

 

   High   Low 
2017        
First Quarter  $31.52   $24.75 
Second Quarter   29.65    25.10 
Third Quarter   30.38    26.09 
Fourth Quarter   30.00    24.85 
           
2018          
First Quarter  $28.14   $22.60 
Second Quarter   28.83    23.75 
Third Quarter   26.92    22.33 
Fourth Quarter   31.06    21.55 

 

We have not paid cash dividends on our stock since our inception. In addition, there are restrictions that currently materially limit our ability to pay any dividends. The credit agreement governing our senior secured credit facilities contains restrictions on our ability to pay dividends. We also have subsidiaries in countries that maintain restrictions, such as legal reserves, with respect to the amount of dividends that the subsidiaries can distribute. Additionally, some countries impose restrictions or controls over how and when dividends can be paid by these subsidiaries.

 

As of January 31, 2019, there were 345 record holders of our ordinary shares. This number excludes shareholders holding stock under nominee or street name accounts with brokers or banks (with an estimated approximately 31,000 beneficial holders.)

 

Issuer Purchases of Equity Securities

 

The table below sets forth the purchases of ARRIS stock for the quarter ended December 31, 2018:

 

Period  Total
Number of
Shares
Purchased(1)
  

Average

Price
Paid
Per
Share

   Total Number of
Shares
Purchased as
Part of Publicly
Announced Plans
or Programs
   Approximate
Dollar Value of
Shares That May
Yet Be Purchased
Under the Plans
or Programs
(in thousands)
 
October 31   622,480   $25.67    622,324    546,921 
November 30   4,155   $25.26        546,921 
December 31   56,833   $30.83        546,921 

 

(1)An aggregate of 61,144 shares shown in the table above were subject to equity awards that were cancelled for cash to satisfy minimum tax withholding obligations that arose on the vesting of the applicable restricted stock units

 

Upon completing the Pace combination, we conducted a court-approved process in accordance with section 641(1)(b) of the U.K. Companies Act 2006, pursuant to which we reduced our stated share capital and thereby increased our distributable reserves or excess capital out of which we may legally pay dividends or repurchase shares. Distributable reserves are not linked to a U.S. GAAP reported amount.

 

In 2016, the Board approved a $300 million share repurchase authorization replacing all prior programs. In early 2017, the Board authorized an additional $300 million for share repurchases. In March 2018, the Board authorized an additional $300 million for repurchases and an additional $375 million again in August 2018.

 

During the fiscal year of 2018, we repurchased 13.9 million shares of our ordinary shares for $353.1 million at an average stock price of $25.38. The remaining authorized amount for stock repurchases under this plan was $546.9 million as of December 31, 2018. Unless terminated earlier by a Board resolution, this new plan will expire when we have used all authorized funds for repurchase. However, U.K. law also generally prohibits a company from repurchasing its own shares through “off market purchases” without prior approval of shareholders because we are not traded on a recognized investment exchange in the U.K. This shareholder approval lasts for a maximum period of five years. Prior to and in connection with the Pace combination, we obtained approval to purchase our own shares. This authority to repurchase shares terminates in January 2021, unless otherwise reapproved by our shareholders. Under the terms of the Acquisition Agreement, we are prohibited from repurchasing additional shares without the prior consent of CommScope.

 

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Stock Performance Graph

 

Below is a graph comparing total stockholder return on the Company’s stock from December 31, 2013 through December 31, 2018, with the Standard & Poor’s 500 and the Index of NASDAQ U.S. Stocks of entities in the industry of electronics and electrical equipment and components, exclusive of computer equipment (SIC 3600-3699), prepared by the Research Data Group, Inc.

 

 

    12/13    12/14    12/15    12/16    12/17    12/18 
ARRIS International plc.   100.00    124.03    125.60    123.79    105.55    125.60 
S&P 500   100.00    113.69    115.26    129.05    157.22    150.33 
SIC Codes 3600 - 3699   100.00    120.16    113.73    143.43    190.14    179.57 
Copyright© 2019 Standard & Poor's, a division of S&P Global. All rights reserved. 

 

Notwithstanding anything to the contrary set forth in any of our filings under the Securities Act of 1933, or the Securities Exchange Act of 1934, that might incorporate future filings, including this Annual Report on Form 10-K, in whole or in part, the Performance Graph presented above shall not be incorporated by reference into any such filings.

 

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Item 6.Selected Consolidated Historical Financial Data

 

The selected consolidated financial data as of December 31, 2018 and 2017 and for each of the three years in the period ended December 31, 2018 set forth below are derived from the accompanying audited consolidated financial statements of ARRIS and should be read in conjunction with such statements and related notes thereto. The selected consolidated financial data as of December 31, 2016, 2015, and 2014 and for the years ended December 31, 2015 and 2014 is derived from audited consolidated financial statements that have not been included in this filing. The historical consolidated financial information is not necessarily indicative of the results of future operations and should be read in conjunction with ARRIS’s historical consolidated financial statements and the related notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this document.

 

On April 17, 2013, we completed our acquisition of Motorola Home and applied the acquisition method of accounting for the business combination. The selected balance sheet data as of December 31, 2013 represents the consolidated statement of financial position of the combined company. The consolidated operating data for the year ended December 31, 2013 includes approximately eight months of operating results of the combined company.

 

On January 4, 2016, we completed our acquisition of Pace and applied the acquisition method of accounting for the business combination. The selected balance sheet data as of December 31, 2016 and the consolidated operating data for the year ended December 31, 2016 represent the consolidated statement of financial position of the combined company.

 

On December 1, 2017, we completed our acquisition of Ruckus Networks and applied the acquisition method of accounting for the business combination. The selected balance sheet data as of December 31, 2017 represents the consolidated statement of financial position of the combined company. The consolidated operating data for the year ended December 31, 2017 includes approximately one month of operating results of the combined company.

 

See Note 25 Summary Quarterly Consolidated Financial Information of the Notes to the Consolidated Financial Statements for a summary of our quarterly consolidated financial information for 2018 and 2017 (in thousands, except per share data). 

 

   2018   2017   2016   2015   2014 
Consolidated Operating Data:                         
Net sales  $6,742,640   $6,614,392   $6,829,118   $4,798,332   $5,322,921 
Cost of sales   4,823,781    4,948,153    5,121,501    3,379,409    3,740,425 
Gross margin   1,918,859    1,666,239    1,707,617    1,418,923    1,582,496 
Selling, general, and administrative expenses   667,053    475,369    454,190    417,085    410,568 
Research and development expenses   644,038    539,094    584,909    534,168    556,575 
Amortization of intangible assets   383,561    375,407    397,464    227,440    236,521 
Impairment of goodwill and intangible assets   3,400    55,000    2,200         
Integration, acquisition, restructuring and other costs, net   41,922    98,357    158,137    29,277    37,498 
Operating income   178,885    123,012    110,717    210,953    341,334 
Interest expense   95,086    87,088    79,817    70,936    62,901 
Loss on investments   308    11,066    21,194    6,220    10,961 
Loss (gain) on foreign currency   3,834    9,757    (13,982)   20,761    2,637 
Interest income   (8,341)   (7,975)   (4,395)   (2,379)   (2,590)
Other expense (income), net   5,056    1,873    3,991    8,362    28,195 
Income before income taxes   82,942    21,203    24,092    107,053    239,230 
Income tax (benefit) expense   (24,344)   (44,921)   15,131    22,594    (87,981)
Consolidated net income   107,286    66,124    8,961    84,459    327,211 
Net loss attributable to noncontrolling interest   (6,454)   (25,903)   (9,139)   (7,722)    
Net income attributable to ARRIS International plc.  $113,740   $92,027   $18,100   $92,181   $327,211 
Basic  $0.63   $0.49   $0.09   $0.63   $2.27 
Diluted  $0.62   $0.49   $0.09   $0.62   $2.21 
Selected Balance Sheet Data:                         
Total assets  $7,327,869   $7,624,257   $7,758,362   $4,523,516   $4,341,042 
Long-term obligations  $2,354,254   $2,506,954   $2,697,491   $1,669,925   $1,646,604 

 

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Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Overview

 

ARRIS, headquartered in Suwanee, Georgia, is a global leader in entertainment, communications, and networking technology. Our innovative offerings combine hardware, software, and services to enable advanced video experiences and constant connectivity featuring high bandwidth, speeds and reliability. Our products and services are utilized by the world’s leading service providers, commercial enterprises and the hundreds of millions of people they serve.

 

We operate in three business segments: Customer Premises Equipment, Network & Cloud and Enterprise Networks. We enable service providers, including cable, telephone, digital broadcast satellite operators and media programmers, to deliver media, voice, and IP data services to their subscribers and enable enterprises to experience constant, wireless and wired connectivity across complex and varied networking environment. We are a leader in set-tops, digital video and Internet Protocol Television distribution systems, broadband access infrastructure platforms, associated data and voice CPE and wired and wireless enterprise networking. Our solutions are complemented by a broad array of services, including technical support, repair and refurbishment, and system design and integration.

 

Comparisons to our prior period results are impacted by the acquisition of Ruckus Networks on December 1, 2017.

 

Proposed Transaction with CommScope

 

On November 8, 2018, ARRIS and CommScope entered into a Bid Conduct Agreement whereby CommScope agreed to acquire ARRIS in an all-cash transaction for $31.75 per share or a total purchase price of approximately $7.4 billion, including repayment of debt. In addition, The Carlyle Group, a global alternative asset manager, plans to participate in the acquisition and reestablishes an ownership position in CommScope through a $1 billion minority equity investment as part of CommScope's financing of the transaction. The combined company is expected to drive profitable growth in new markets, shape the future of wired and wireless communications, and position the new company to benefit from key industry trends, including network convergence, fiber and mobility everywhere, 5G, Internet of Things and rapidly changing network and technology architectures.

 

The consummation of the Acquisition is subject to various closing conditions, including, among other things, (i) the receipt of certain approvals of our shareholders, (ii) the sanction of the Scheme by the High Court of Justice of England and Wales, (iii) the receipt of certain required regulatory approvals or lapse of certain review periods with respect thereto, including those in the U.S. and European Union, Chile, Mexico, Russia and South Africa, (iv) the absence of a Company Material Adverse Effect (as defined in the Acquisition Agreement), (v) the accuracy of representations and warranties (subject, in certain cases, to certain materiality or Company Material Adverse Effect qualifiers, as applicable) and (vi) the absence of legal restraints prohibiting or restraining the Acquisition. Our shareholders approved the Acquisition on February 1, 2019 and regulatory approvals have been received, or the review period has lapsed, in the European Union, United States, Russia and South Africa. The parties expect to complete the Acquisition in the first half of 2019.

 

For additional information regarding certain risks related to the Acquisition see the information under the caption “Risk Factors,” located in Item 1A of Part I of this Report.

 

Business and Financial Highlights:

 

Business Highlights

 

On November 8, 2018, we announced that we have entered into a definitive agreement for CommScope to purchase ARRIS for a cash price of $31.75, a premium of 27% over the volume weighted average closing price of ARRIS’s common stock for the 30 trading days ending October 23, 2018 (1), subject to shareholder approval and certain closing conditions, including necessary regulatory approvals.
We have made significant progress in the integration of the Ruckus business operations, which were acquired in December 2017.
International revenues reflected growth in all regions as operators invested in broadband and video capabilities compared to 2017.
During 2018, we used $353.1 million of cash to repurchase 13.9 million of our ordinary shares at an average price of $25.38 per share.

 

(1)The day prior to market rumors regarding a potential transaction leaking to the media.

 

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Financial Highlights

 

Sales in 2018 were $6,742.6 million as compared to $6,614.4 million in 2017, resulting from our Ruckus acquisition, partially offset by decline in CPE.
Gross margin percentage was 28.5% in 2018, compared to 25.2% in 2017. The increase in the margin reflects changes in product mix, in particular the inclusion of Enterprise Networks for the full year, which is helping offset memory and other product cost increases in our CPE products.
Total operating expenses (excluding amortization of intangible assets, impairment of goodwill and intangible assets, integration, acquisition, restructuring and other costs, net) were $1,311.1 million in 2018, as compared to $1,014.5 million in the same period last year. The increase primarily reflects the incremental expense associated with our acquisition of Ruckus Networks. In addition, we increased our investment in sales and marketing and in research and development for the Enterprise segment to help grow sales and market share. During 2018, we implemented restructuring activities that has affected 1,084 employees, including the closure of our factory in Taiwan, which has and will lower operating expense.
We ended 2018 with $735.5 million of cash, cash equivalents, and marketable security investments, which compares to $511.4 million at the end of 2017. We generated $649.0 million of cash from operating activities in 2018 and $533.8 million during 2017.
Under our credit facility, we ended 2018 with long-term debt of $2,073.9 million, at face value, the current portion of which is $87.5 million. We made mandatory payments of $87.5 million during 2018.

 

Industry Conditions

 

Consolidation of Customers Has Occurred and May Continue — The broadcast and broadband communication systems industry historically has experienced, and continues to experience, the consolidation of many industry participants. For example, Comcast acquired Sky, Vodafone merged its mobile operations in India with Idea Cellular, LGI sold certain of its properties to T-Mobile, Wave Broadband consolidated with RCN under common ownership, Atlantic Broadband/Cogeco purchased MetroCast, Cable One bought NewWave Communications, T-Mobile US acquired TV service provider Layer3, and Cablevision SA (Argentina) merged with Telecom Argentina SA. We believe we are favorably positioned to capitalize on this consolidation through a broader portfolio, global scale, and leadership in many of the platforms and components that these providers depend on to deliver services. The impact of this customer M&A activity is difficult to estimate but may include:

 

a near-term delay in capital expenditures by the impacted customers until acquisitions are integrated. Once the acquisition is integrated, we believe there is the potential for increased capital expenditure as acquiring operators work to standardize the purchased network to the acquirer’s existing systems and, in many cases, upgrade the acquired networks;
pressures from the resulting customers for lower prices or better terms, reflecting the increase in the total volume of products purchased or the elimination of a price differential between the acquiring customer and the company acquired; and
potential volatility in demand depending upon which technology, products and vendors each customer chooses to use post integration, including reductions in purchases from us to diversify their supplier base.

 

In addition to consolidation of service providers on a global basis, many of the firms that ARRIS purchases equipment and services from have consolidated as well and the trend is expected to continue. The specific impact of the above trend is difficult to predict and quantify, but in general we believe:

 

Vendor consolidation gives suppliers greater scale for R&D, sales and marketing, and manufacturing. This increased scale increases risk of supplier inflexibility as well as being locked to a particular supplier with potentially high switching costs.
At the same time, supplier consolidation provides benefits of reduced costs through innovation, efficiency of working with fewer suppliers and higher levels of service and support. These benefits facilitate higher level of service throughout the entire ecosystem for our customers.

 

Capital Expenditures of Telecom Customers Have Been and May Continue to be Lower — Many of our telecom customers, including AT&T and Verizon, have participated in FCC sponsored spectrum auctions in the interest of expanding their network capacity to meet increasing customer demand. As a result, capital expenditures at our existing and potential telecom customers are expected to be lower as a result of the costs associated with participating in the auction. Comcast’s acquisition of Sky may shift capital away from projects that generate ARRIS sales and the pending T-Mobile acquisition of Sprint appears to have delayed some capital projects for both companies. The purchase of DirecTV by AT&T has altered the historic AT&T product strategy for video deployments, decreasing our sales. Verizon completed the sale of certain properties to Frontier, which, coupled with a decrease in net subscriber additions, has impacted the demand for our products. Nevertheless, as described below, we still believe that the need for network expansion to meet subscriber demand presents potential opportunities for increased sales of our products to these customers.

 

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The markets for both Service Provider and Enterprise Wi-Fi are growing but are also highly competitive — We believe the markets for our Wi-Fi solutions are growing rapidly and our intention is to continue to invest for long-term growth to maintain our competitiveness. We expect to continue to invest heavily in research and development to expand the capabilities of our solutions with respect to services providers and enterprises. We will invest in migrating to cloud-based managed Wi-Fi services as a way for organizations to further leverage investments in Wi-Fi infrastructure. Managed Wi-Fi services, such as the ability to use Wi-Fi to gather detailed user analytics, demographics and user location information, allow companies to better understand network traffic and user interactions. We also plan to continue to make significant investments in our field sales and marketing activities, both by increasing our service provider focused direct sales force and by expanding our network of channel partners.

 

Foreign Exchange Fluctuations Have and May Continue to Impact Demand — The majority of our international sales are denominated in U.S. dollars. During periods where the U.S. dollar strengthens, it may impact these customers’ ability to purchase products, which could have a material impact on our sales in the affected countries. These customers may delay or reduce future purchases from us, and we may experience pricing pressures in order to maintain or increase our market share with these international customers, and we may face longer payment cycles.

 

Growth of Connected Device Ecosystem — Consumers’ growing appetite for connected devices creates an unprecedented opportunity to deliver consistent and engaging services over the Internet of Things. Service providers have an incumbent advantage in offering new forms of entertainment and communications, but still face many challenges in delivering new services across this complex system of devices. ARRIS is in position to drive this opportunity for providers as a result of our expertise in full-cycle service delivery — from the network to the cloud and the home. We provide the portfolio and professional services to navigate this new combination of device interfaces, communications protocols, device management standards, and security considerations.

 

Wireline Broadband Service Providers may Evolve into partial or predominantly Wireless Network Operators — As consumer and business demand for ubiquitous connectivity for their devices continues to increase, wireline operators may shift or increase investment into wireless technologies such as Wi-Fi, LTE Small Cell, or the emerging Citizen’s Band Radio Service (“CBRS”) Shared Spectrum. ARRIS is positioned to participate in Service Provider’s residential wireless investments with our portfolio of Wi-Fi enabled cable modems and DSL modems. With the recently completed Ruckus Networks acquisition, we now also have a portfolio of Access Points, Controllers, Cloud Management, and Data Analytics to participate in opportunities in both the enterprise market and Service Provider public access (e.g. hot spots).

 

Network Optimization and Scaling Infrastructure to Keep Up with Increasing Consumer Bandwidth Demand — As service providers prepare to deliver more advanced services to subscribers — such as 4K TV, IoT, gigabit Wi-Fi — they are investing increasingly in their networks to anticipate the reciprocal need for more bandwidth. Providers are looking to ARRIS for its leadership in technologies like DOCSIS, CCAP, and DAA to scale to these multi-gigabit services and ARRIS continues to invest in R&D to keep its customers’ networks ahead of market demand for these services.

 

Competition Increasing between Cable Operators, Telecom Companies, and New Entrants The lines between telecom and cable providers has blurred as each has embraced the triple play. Moreover, OTT market participants and individual programming networks have entered the market with competing products placing higher bandwidth demands on the network. This competition emphasizes the enabling technologies behind each approach — including DOCSIS, fiber, G.Fast, and others — and the increasing investment in the network infrastructure and CPE required to deliver these services. ARRIS’s leadership across these solutions positions us to capitalize on the growing competition between all three stakeholders.

 

Service Providers are Demanding Advanced Network Technologies and Software Solutions The increase in volume and complexity of the signals transmitted over broadband networks as a result of the migration to an all-digital, all-IP, on demand network is causing service providers to deploy new technologies. Service providers also are demanding sophisticated network and service management software applications that minimize operating expenditures needed to support the complexity of two-way broadband communications systems. As a result, service providers are focusing on technologies and products that are flexible, cost-effective, compliant with open industry standards, and scalable to meet subscriber growth and effectively deliver reliable, enhanced services. As part of this evolution, some operators (for example Comcast with its Reference Design Kit (“RDK”) efforts) are choosing to design portions of the set-tops firmware internally. As a result, we anticipate that over time operators will migrate to an all IP network and look to enable new platforms and technologies intended to accelerate the deployment of new services. As this occurs, which we believe will be over a multi-year period, we anticipate a decline in demand for our traditional set-tops and an increase in demand for new IP set-tops.

 

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Results of Operations

 

Overview

 

As highlighted above, we have faced, and in the future, will face significant changes in our industry and business. These changes have impacted our results of operations and are expected to do so in the future. As a result, we have implemented strategies both in anticipation and in reaction to the impact of these dynamics.

 

Below is a table that shows our key operating data as a percentage of sales. Following the table is a detailed description of the major factors impacting the year-over-year changes of the key lines of our results of operations (as a percentage of sales)

 

   Years Ended December 31, 
   2018   2017   2016 
Net sales   100.0%   100.0%   100.0%
Cost of sales   71.5    74.8    75.0 
Gross margin   28.5    25.2    25.0 
Operating expenses:               
Selling, general, and administrative expenses   9.9    7.2    6.6 
Research and development expenses   9.5    8.1    8.6 
Amortization of intangible assets   5.7    5.7    5.8 
Impairment of goodwill and intangible assets   0.1    0.8     
Integration, acquisition, restructuring and other costs, net   0.6    1.5    2.3 
Operating income   2.7    1.9    1.7 
Other expense (income):               
Interest expense   1.4    1.3    1.2 
Loss on investments       0.2    0.3 
Loss (gain) on foreign currency       0.2    (0.2)
Interest income   (0.1)   (0.1)   (0.1)
Other expense, net   0.1        0.1 
Income before income taxes   1.3    0.3    0.4 
Income tax (benefit) expense   (0.3)   (0.7)   0.2 
Consolidated net income   1.6%   1.0%   0.2%
Net loss attributable to noncontrolling interest   (0.1)   (0.4)   (0.1)
Net income attributable to ARRIS International plc.   1.7%   1.4%   0.3%

 

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Comparison of Operations for the Three Years Ended December 31, 2018

 

Net Sales

 

The table below sets forth our net sales for each of our segments (in thousands, except percentages):

 

   Net Sales   Increase (Decrease) Between Periods 
   For the Years Ended December 31,   2018 vs. 2017   2017 vs. 2016 
   2018   2017   2016   $   %   $   % 
Business Segment:                                   
CPE  $3,923,894   $4,475,670   $4,747,445   $(551,776)   (12.3)%  $(271,775)   (5.7)%
N&C   2,156,577    2,094,113    2,111,708    62,464    3.0%   (17,595)   (0.8)%
Enterprise   675,352    45,749        629,603    1,376.2%   45,749    100%
Other   (13,183)   (1,140)   (30,035)   (12,043)   1,056.4%   28,895    96.2%
                                    
Total sales  $6,742,640   $6,614,392   $6,829,118   $128,248    1.9%  $(214,726)   (3.1)%

 

The table below sets forth our domestic and international sales (in thousands, except percentages):

 

   Net Sales   Increase (Decrease) Between Periods 
   For the Years Ended December 31,   2018 vs. 2017   2017 vs. 2016 
   2018   2017   2016   $   %   $   % 
Domestic — U.S.  $3,973,247   $4,351,843   $4,909,698   $(378,596)   (8.7)%  $(557,855)   (11.4)%
International:                                   
Americas, excluding U.S.   1,182,289    1,080,456    982,769    101,833    9.4%   97,687    9.9%
Asia Pacific   431,045    374,772    291,504    56,273    15.0%   83,268    28.6%
EMEA   1,156,059    807,321    645,147    348,738    43.2%   162,174    25.1%
Total international  $2,769,393   $2,262,549   $1,919,420   $506,844    22.4%  $343,129    17.9%
Total sales  $6,742,640   $6,614,392   $6,829,118   $128,248    1.9%  $(214,726)   (3.1)%

 

Customer Premises Equipment Net Sales 2018 vs. 2017

 

During the year ended December 31, 2018, sales in our CPE segment decreased by approximately $551.8 million, or 12.3%, as compared to 2017. The decrease is primarily attributable to video sales due to lower cable and telco demand in the United States. We anticipate the continued overall trend towards more broadband CPE sales and less video CPE sales as operators adopt all IP networks and continue their investment in higher speed internet services and better in-home Wi-Fi capabilities.

 

Network & Cloud Net Sales 2018 vs. 2017

 

During the year ended December 31, 2018, sales in the N&C segment increased by approximately $62.5 million, or 3.0%, as compared to 2017. The increase in sales was primarily a result of increased CMTS product sales, partially offset by lower Access Technologies product sales.

 

Enterprise Networks Net Sales 2018 vs. 2017

 

During the year ended December 31, 2018, sales in the Enterprise segment was approximately $675.4 million. Revenues were predominantly incremental in 2018, as the acquisition of Ruckus Networks was completed in the fourth quarter of 2017.

 

Customer Premises Equipment Net Sales 2017 vs. 2016

 

During the year ended December 31, 2017, sales in our CPE segment decreased by approximately $271.8 million, or 5.7%, as compared to 2016. Video CPE sales declined due to lower volumes and were partially offset by increased Broadband CPE sales due to growth in our DOCSIS portfolio as compared to the same period in 2016.

 

Network & Cloud Net Sales 2017 vs. 2016

 

During the year ended December 31, 2017, sales in the N&C segment decreased by approximately $17.6 million, or 0.8%, as compared to 2016. The decrease in sales was primarily a result of lower CMTS hardware sales, which were impacted by the timing of the introduction of our next generation products, as well as lower video product sales. This decrease was partially offset by higher Access Technologies products and software and services sales, as operators continue to build out their networks to accommodate higher bandwidth needs.

 

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Enterprise Networks Net Sales 2017 vs. 2016

 

During the year ended December 31, 2017, sales in the Enterprise segment was approximately $45.7 million, which reflect sales from the acquisition of Ruckus Networks in December 2017. Sales in the Enterprise Networks segment include revenues from sales to service providers that were previously included in the Network and Cloud segment when we were a reseller of Ruckus products.

 

Gross Margin

 

The table below sets forth our gross margin (in thousands, except percentages): 

 

   Gross Margin   Increase (Decrease) Between Periods 
   For the Years Ended December 31,   2018 vs. 2017   2017 vs. 2016 
   2018   2017   2016   $   %   $   % 
Gross margin dollars  $1,918,859   $1,666,239   $1,707,617    252,620    15.2%   (41,378)   (2.4)%
Gross margin   28.5%   25.2%   25.0%        3.3         0.2 

 

During the year ended December 31, 2018, gross margin dollars increased due to the Ruckus Networks acquisition and changes in product mix. The Ruckus Networks acquisition impacted gross margin for 2018, due to a proportionately higher average gross margin than the historic ARRIS business. We also had higher sales of CMTS licenses in 2018 which have higher margins than the average consolidated gross margin. This increase is offset by continued pressure on gross margin primarily relating to memory pricing and other component costs, particularly in the CPE segment. We do anticipate some improvement in component pricing in 2019. In addition, we have implemented initiatives to mitigate the effects of higher component costs with price adjustments and actions to lower operating costs. In order to address the recently enacted U.S./China import tariffs on Broadband CPE equipment, we are in the process of shifting production to non-China locations. We have adjusted short-term customer pricing to offset the incremental cost of tariffs until the re-location of manufacturing is completed in the first half of 2019. The gross margin for the year ended December 31, 2018 included $17.0 million of increased costs associated with writing up the historic cost of the Ruckus Networks inventory to fair value at the date of acquisition (subsequently increasing cost of sales). In addition, during the year ended December 31, 2018, the gross margins were impacted by $13.1 million associated with a reduction in sales related to the acquisition accounting impacts of deferred revenue.

 

During the year ended December 31, 2017, gross margin dollars decreased as compared to the same period in 2016 primarily due to lower sales, a change in product and customer mix, timing of product introductions and memory pricing increases. Pressures on gross margin relating to memory pricing and the competitive landscape for some of our products, particularly in the CPE segment, are expected to continue in the near term and could make it difficult to return to historical gross margin levels. In addition, the gross margins were impacted by $8.5 million in 2017 associated with writing up the historic cost of inventory, related to acquired businesses, to fair value at the date of acquisition thereby increasing cost of goods sold. The Ruckus Networks acquisition also impacted the gross margin for 2017, due to a proportionately higher average gross margin than the historic ARRIS business.

 

Operating Expenses

 

The table below provides detail regarding our operating expenses (in thousands, except percentages):

 

   Operating Expenses   Increase (Decrease) Between Periods 
   For the Years Ended December 31,   2018 vs. 2017   2017 vs. 2016 
   2018   2017   2016   $   %   $   % 
Selling, general &  administrative  $667,053   $475,369   $454,190   $191,684    40.3%  $21,179    4.7%
Research & development   644,038    539,094    584,909    104,944    19.5%   (45,815)   (7.8)%
Amortization of intangible  assets   383,561    375,407    397,464    8,154    2.2%   (22,057)   (5.5)%
Impairment of goodwill and intangible assets   3,400    55,000    2,200    (51,600)   (93.8)%   52,800    2,400.0%
Integration, acquisition, restructuring & other cost, net   41,922    98,357    158,137    (56,435)   (57.4)%   (59,780)   (37.8)%
                                    
Total  $1,739,974   $1,543,227   $1,596,900   $196,747    12.7%  $(53,673)   (3.4)%

 

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Selling, General, and Administrative, or SG&A, Expenses  

 

Our selling, general and administrative expenses include sales and marketing costs, including personnel expenses for sales and marketing staff expenses, advertising, trade shows, corporate communications, product marketing expenses and other marketing expenses. In addition, general and administrative expenses consist of personnel expenses and other general corporate expenses for corporate executives, finance and accounting, human resources, facilities, information technology, legal and professional fees. 

 

2018 vs. 2017  

 

The year-over-year increase in SG&A expenses primarily reflected the inclusion of incremental expenses associated with our acquisition of Ruckus Networks. 

 

2017 vs. 2016

 

The year-over-year increase in SG&A expenses reflects the inclusion of expenses associated with the Ruckus Networks acquisition. In addition, we incurred higher legal fees and professional services, which were partially offset by lower expenses due to reductions in force following the Pace combination in 2016. 

 

Research & Development, or R&D, Expenses

 

Research and development expenses consist primarily of personnel expenses, payments to suppliers for design services, product certification expenditures to qualify our products for sale into specific markets, prototypes, other consulting fees and reasonable allocations of our information technology and corporate facility costs. Research and development expenses are recognized as they are incurred. 

 

2018 vs. 2017

 

The increase year-over-year in R&D expense reflected the inclusion of incremental expenses associated with the expanded product portfolio with our acquisition of Ruckus Networks which was partially offset by lower costs resulting from workforce reductions. 

 

2017 vs. 2016

 

The decrease year-over-year in R&D expense reflected the result of reduction in force following the Pace combination and the divestiture of certain product lines that occurred during 2016. The decrease was partially offset by an increase from the inclusion of expenses associated with the Ruckus Networks acquisition.

 

Amortization of Intangible Assets

 

Our intangible amortization expense relates to finite-lived intangible assets primarily acquired in business combinations. Intangibles amortization expense was $383.6 million in 2018, as compared with $375.4 and $397.5 million in 2017 and 2016, respectively. The year-over-year increase in 2018 was primarily due to the incremental amortization expense from acquired intangible assets associated with the Ruckus Networks acquisitions. The decrease in amortization expense in 2017 resulted from certain intangible assets becoming fully amortized, which was partially offset by an increase in amortization expense from acquired intangibles associated with the Ruckus Network acquisition.

 

Impairment of Goodwill and Intangible Assets

 

During 2018, we recorded partial impairment of goodwill of $3.4 million from our Cloud TV reporting unit, of which $1.2 million is attributable to the noncontrolling interest. This impairment was a result of the indirect effect of a change in accounting principle related to the adoption of new accounting standard Revenue from Contracts with Customers, resulting in changes in the composition and carrying amount of the net assets of our Cloud TV reporting unit. 

 

During 2017, we recorded partial impairments of goodwill and indefinite-lived tradenames of $51.2 million and $3.8 million, respectively, acquired in our ActiveVideo acquisition and included as part of our Cloud TV reporting unit, of which $19.3 million is attributable to the noncontrolling interest. 

 

During 2016, we wrote-off $2.2 million related to in-process research and development projects acquired in the Pace combination that were subsequently abandoned.

 

Integration, Acquisition, Restructuring and Other Costs, Net

 

During 2018, we recorded acquisition related expenses and integration expenses of $14.2 million. The expenses were related to the acquisition of Ruckus Networks and included integration related outside services and other fees. In addition, acquisition costs include banker fees related to the proposed CommScope transaction.

 

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During 2017, we recorded acquisition related expenses and integration expenses of $77.4 million. These expenses are primarily due to the acquisition of Ruckus Networks and include $61.5 million related to the cash settlement of stock-based awards held by transferring employees, as well as banker and other fees.

 

During 2016, we recorded acquisition related expenses and integration expenses of $53.2 million. These expenses related to the Pace combination and consisted of banker fees, legal fees, integration related outside services and other direct costs of the combination. The Company substantially completed its integration of the Pace business in 2016.

 

During 2018, 2017 and 2016, we recorded restructuring charges of $41.0 million, $20.9 million and $96.3 million, respectively. The charge in 2018 primarily related to a restructuring plan that affected 1,084 employees across the Company including those employees impacted by the sale of our factory in Taiwan. The charge in 2017 primarily related to employee severance and contractual obligation costs. The restructuring plan affected 195 positions across the Company and its reportable segments. The charges in 2016 primarily related to employee severance and contractual obligation costs. The restructuring plan affected 1,545 positions across the Company and its reportable segments. 

 

During 2018, other costs include a ($13.3) million gain resulting from the sale of our manufacturing facility in Taiwan. Other costs of $8.6 million was recorded during 2016 of which $1.1 million was related to the loss resulting from the divestitures of certain product lines and $7.5 million was related to the loss on disposal of property, plant and equipment. 

 

Direct Contribution

 

Beginning in 2018, certain costs previously recorded or classified as part of “Corporate and Unallocated Costs”, including bonus, equity compensation and certain other direct costs are now reported within each operating segment. Consequently, our segment information for the 2017 and 2016 periods has been restated to reflect such change.

 

The table below sets forth our direct contribution, which is defined as gross margin less direct operating expenses (in thousands, except percentages):  

 

   Direct Contribution   Increase (Decrease) Between Periods 
   For the Years Ended December 31,   2018 vs. 2017   2017 vs. 2016 
   2018   2017   2016   $   %   $   % 
Segment:                            
CPE  $270,510   $456,562   $647,117   $(186,052)   (40.8)%  $(190,555)   (29.4)%
N&C   848,938    724,598    595,866    124,340    17.2%   128,732    21.6%
Enterprise   64,667    1,388        63,279    4,559.0%   1,388    100.0%
Total  $1,184,115   $1,182,548   $1,242,983   $1,567    0.1%  $(60,435)   (4.9)%

 

Customer Premises Equipment Direct Contribution 2018 vs. 2017

 

During 2018, direct contribution in our CPE segment decreased by approximately 40.8% as compared to the same period in 2017. The direct contribution was negatively impacted by lower sales and product mix, as well as lower gross margin. Memory pricing and component costs continued to depress gross margins. We have implemented initiatives to mitigate the effects of these higher component costs with price adjustments and actions to lower operating costs. Our CPE reporting unit has approximately $1.4 billion of goodwill as of December 31, 2018. The estimated fair value of our CPE reporting unit is closely aligned with the ultimate amount of revenue and operating income that it achieves, and while we continue to believe that the CPE reporting unit fair value is in excess of its carrying value, a prolonged or continued erosion in the direct contribution in the CPE segment could result in an impairment of goodwill associated with this business.

 

Network & Cloud Direct Contribution 2018 vs. 2017

 

During 2018, direct contribution in our N&C segment increased by approximately 17.2% as compared to the same period in 2017. The increase was primarily attributable to higher sales and the mix of product, including the sale of more CMTS products.

 

Enterprise Networks Direct Contribution 2018 vs. 2017  

 

During 2018, direct contribution in our Enterprise was approximately $64.7 million. This was primarily a result of the acquisition of Ruckus Networks in December 2017. 

 

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Customer Premises Equipment Direct Contribution 2017 vs. 2016

 

During 2017, direct contribution in our CPE segment decreased by approximately 29.4% as compared to the same period in 2016. The decline in direct contribution resulted from lower sales and product mix, as well as lower gross margin due primarily to memory pricing increases and price competition, which are expected to continue in the near-term. Year over year, memory component pricing increased by approximately $100 million.

 

Network & Cloud Direct Contribution 2017 vs. 2016

 

During 2017, direct contribution in our N&C segment increased by approximately 21.6% as compared to the same period in 2016. The increase was primarily attributable to the mix of product, including the sale of more software licenses and reductions in operating expenses. 

 

Enterprise Networks Direct Contribution 2017 vs. 2016

 

During 2017, direct contribution in our Enterprise segment was approximately $1.4 million.

 

Corporate and Unallocated Costs

 

There are expenses that are not included in the measure of segment direct contribution and as such are reported as “Corporate and Unallocated Costs” and are included in the reconciliation to income (loss) before income taxes. The “Corporate and Unallocated Costs” category of expenses include corporate sales and marketing (excluding Enterprise segment) and home office general and administrative expenses. Marketing and Sales expenses related to the Enterprise segment are considered a direct operating expense for that segment and are not included in the “Corporate and Unallocated Costs.”

 

The composition of our corporate and unallocated costs that are reflected in the Consolidated Statements of Income were as follows (in thousands, except percentages):  

 

   Direct Contribution   Increase (Decrease) Between Periods 
   For the Years Ended December 31,   2018 vs. 2017   2017 vs. 2016 
   2018   2017   2016   $   %   $   % 
Cost of sales  $85,838   $56,952   $136,301    28,886    50.7%   (79,349)   (58.2)
Selling, general & administrative  expense   385,273    374,933    348,589    10,340    2.8%   26,344    7.6 
Research & development expenses   105,236    98,887    97,101    6,349    6.4%   1,786    1.8 
Total  $576,347   $530,772   $581,991    45,575    8.6%   (51,219)   (8.8)%

 

During 2018, corporate and unallocated costs increased compared to 2017. Included in the cost of sales in 2018 is $17.0 million associated with the step-up in the underlying net book value of Ruckus Networks inventory acquired in the acquisition to fair market value as of the acquisition date. The increase also reflected the inclusion of incremental expense related to our acquisition of Ruckus Networks.

 

During 2017, corporate and unallocated costs decreased compared to in 2016. During 2017 and 2016, cost of sales included $8.5 million and $51.4 million, respectively, associated with the turnaround effect of stepping-up the underlying net book value of acquired inventory to fair market value in our acquisitions, as of the acquisition date.

 

Supplemental Information - Adjusted Direct Contribution and Other Costs (Non-GAAP Measure)

 

ARRIS 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.

 

In addition to direct contribution, which is our measure of segment profit and loss, executive management has begun using additional measures to evaluate the operating performance of our operating segments. We are using “Adjusted Direct Contribution”, which is defined as direct contribution less allocated facility costs, sales and marketing costs, plus stock-based compensation and depreciation. These costs are allocated to each of our operating segments, based upon expense type using various methods such as revenue, headcount, or actual estimated resource usage.

 

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The table below sets forth the reconciliation of operating income (loss) to our adjusted direct contribution, along with other supplemental costs disclosures:  

 

   For the year ended December 31, 2018 
   CPE   N&C   Enterprise   Corporate &
Unallocated
   Total 
                     
Operating income (loss)  $50,766   $732,529   $(16,111)  $(588,299)  $178,885 
Add:                         
Amortization of intangible assets   207,804    99,316    73,176    3,265    383,561 
Impairment of goodwill and intangible assets       3,400            3,400 
Integration, acquisition, restructuring, and other costs, net   11,940    13,693    7,602    8,687    41,922 
Direct contribution  $270,510   $848,938   $64,667   $(576,347)  $607,768 
Adjustments:                         
Allocated costs   (77,993)   (114,036)   (22,917)   214,946     
Stock compensation expense   21,566    32,485    14,272    16,910    85,233 
Depreciation expense   28,701    27,181    10,889    16,915    83,686 
Adjusted direct contribution  $242,784   $794,568   $66,911   $(327,576)  $776,687 

 

   For the year ended December 31, 2017 
   CPE   N&C   Enterprise   Corporate &
Unallocated
   Total 
                     
Operating income (loss)  $196,185   $552,053   $(86,677)  $(538,549)  $123,012 
Add:                         
Amortization of intangible assets   256,629    105,069    10,449    3,260    375,407 
Impairment of goodwill and intangible assets       55,000            55,000 
Integration, acquisition, restructuring, and other costs, net   3,748    12,475    77,617    4,517    98,357 
Direct contribution  $456,562   $724,597   $1,389   $(530,772)  $651,776 
Adjustments:                         
Allocated costs   (80,661)   (116,817)   (1,472)   198,950     
Stock compensation expense   23,505    36,196    747    20,212    80,660 
Depreciation expense   37,944    29,330    1,258    19,663    88,195 
Adjusted direct contribution  $437,350   $673,306   $1,922   $(291,947)  $820,631 

 

   For the year ended December 31, 2016 
   CPE   N&C   Enterprise   Corporate &
Unallocated
   Total 
                     
Operating income (loss)  $278,799   $427,384   $   $(595,466)  $110,717 
Add:                         
Amortization of intangible assets   277,762    117,381        2,321    397,464 
Impairment of goodwill and intangible assets       2,200            2,200 
Integration, acquisition, restructuring, and other costs, net   90,556    48,901        11,154    150,611 
Direct contribution  $647,117   $595,866   $   $(581,991)  $660,992 
Adjustments:                         
Allocated costs   (88,737)   (120,413)       209,150     
Stock compensation expense   17,133    28,745        14,171    60,049 
Depreciation expense   38,079    31,095        21,402    90,576 
Adjusted direct contribution  $613,592   $535,293   $   $(337,268)  $811,617 

 

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Other Expense

 

The table below provides detail regarding our other expense (in thousands):

 

   Other Expense (Income)   Increase (Decrease) Between Periods 
   For the Years Ended December 31,   2018 vs. 2017   2017 vs. 2016 
   2018   2017   2016   $   %   $   % 
Interest expense  $95,086   $87,088   $79,817   $7,998    9.2%  $7,271    9.1%
Loss on investments   308    11,066    21,194    (10,758)   (97.2%)   (10,128)   (47.8%)
Loss (gain) on foreign currency   3,834    9,757    (13,982)   (5,923)   (60.7)%   23,739    (169.8)%
Interest income   (8,341)   (7,975)   (4,395)   (366)   (4.6)%   (3,580)   (81.5)%
Other expense (income), net   5,056    1,873    3,991    3,183    169.9%   (2,118)   (53.1)%
Total  $95,943   $101,809   $86,625   $(5,866)   (5.8)%  $15,184    17.5%

 

Interest Expense

 

Interest expense reflects the amortization of debt issuance costs (deferred finance fees and debt discounts) related to our term loans, and interest expense paid on the notes, term loans and other debt obligations.

 

Interest expense was $95.1 million in 2018, as compared with $87.1 million and $79.8 million in 2017 and 2016, respectively, reflecting the net impact of LIBOR increases after consideration from our interest rate derivatives.

 

During 2017, in connection with amending our credit agreement, we expensed approximately $4.5 million of debt issuance costs and wrote off approximately $1.3 million of existing debt issuance costs associated with certain lenders who were not party to the amended term loan facilities, which were included as interest expense in the Consolidated Statements of Income for the year ended December 31, 2017.

 

Upon the closing of the Pace combination in 2016, we incurred an additional $2.3 million of debt issuance costs which were capitalized and amortized over the term of the loan.

 

Loss on Investments

 

We hold certain investments in equity securities of private and publicly-traded companies and investments in rabbi trusts associated with our deferred compensation plans, and certain investments in limited liability companies and partnerships that are accounted for using the equity method of accounting. Our equity portion in current earnings of such investments is included in the loss on investments.

 

During the years ended December 31, 2018, 2017 and 2016, we recorded net losses on investments related to these investments of $0.3 million, $11.1 million and $21.2 million, respectively, including impairment charges. The reduction in losses for the year ended December 31, 2018 as compared to same periods of the prior year reflect the wind-down of development activities for one of our investments, previously accounted for under the equity method.

 

The Company performed an evaluation of its investments and concluded that indicators of impairment existed for certain investments, and that their fair value had declined. This resulted in other-than-temporary impairment charges of $2.8 million and $12.3 million during the year ended December 31, 2017 and 2016, respectively. There was no other-than-temporary impairment charges resulting from our evaluation in 2018. 

 

Loss (Gain) on Foreign Currency

 

During the years ended December 31, 2018, 2017 and 2016, we recorded net losses (gains) on foreign currency of $3.8 million, $9.8 million and $(14.0) million, respectively. We have U.S. dollar functional currency entities that bill certain international customers or have liabilities payable in their local currency. Additionally, certain intercompany transactions are denominated in foreign currencies and subject to re-measurement. To mitigate the volatility related to fluctuations in the foreign exchange rates, we have entered into various foreign currency contracts. The (gain) or loss on foreign currency is driven by the fluctuations in the foreign currency exchange rates. 

 

Interest Income

 

Interest income reflects interest earned on cash, cash equivalents, and short-term and long-term marketable security investments. During the years ended December 31, 2018, 2017 and 2016, we recorded interest income of $8.3 million, $8.0 million and $4.4 million, respectively.

 

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Other Expense (Income), net

 

Other expense (income), net for the years ended December 31, 2018, 2017 and 2016 were $5.1 million, $1.9 million and $4.0 million, respectively.

 

Income Tax Expense

 

Our annual provision for income taxes and determination of the deferred tax assets and liabilities requires management to assess uncertainties, make judgments regarding outcomes, and utilize estimates. To the extent the final outcome differs from initial assessments and estimates, future adjustments to our tax assets and liabilities will be necessary.

 

In 2018, we recorded $24.3 million of income tax benefit for U.K., U.S. federal and state taxes and other foreign taxes, which was (29.4)% of our pre-tax income of $82.9 million. The Company’s effective income tax rate for 2018 was favorably impacted by $29.2 million related to the generation of research and development credits primarily in the U.S., and $35.5 million of tax benefits from other foreign tax regimes, primarily Luxembourg and Hong Kong.

 

In 2017, we recorded $44.9 million of income tax benefit for U.K., U.S. federal and state taxes and other foreign taxes, which was (211.9)% of our pre-tax income of $21.2 million. The Company’s effective income tax rate for 2017 was favorably impacted by $22.3 million of tax rate changes primarily driven by US Tax Reform, $25.4 million related to the generation of research and development credits primarily in the U.S., and $36.2 million of tax benefits from other foreign tax regimes, primarily Luxembourg and Hong Kong.

 

On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the “Act”) was signed into law making significant changes to the Internal Revenue Code. Changes include, but are not limited to, a corporate tax rate decrease from 35% to 21% effective for tax years beginning after December 31, 2017, a one-time transition tax on the mandatory deemed repatriation of cumulative foreign earnings as of December 31, 2017, a new alternative U.S. tax on certain Base Erosion Anti-Avoidance (BEAT) payments from a U.S. company to any foreign related party, a new U.S. tax on certain off-shore earnings referred to as Global Intangible Low-Taxed Income (GILTI), additional limitations on certain executive compensation and limitations on interest deductions. Refer to Note #19 Income Taxes for further discussion.

 

In 2016, we recorded $15.1 million of income tax expense for U.K., U.S. federal and state taxes and other foreign taxes, which was 62.8% of our pre-tax income of $24.1 million. The Company’s effective income tax rate for 2016 was unfavorably impacted by $50.8 million of non-recurring items. The Company recorded $55 million of withholding tax expense in connection with the Pace combination, as well as $2.1 million of tax expense on expiring net operating losses. The Company also recorded $7.0 million of net tax benefit relating to the release of valuation allowances.

 

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Non-GAAP Measures

 

ARRIS 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.

 

   Year 2018   Year 2017   Year 2016 
   Amount   Per Diluted
Share
   Amount   Per Diluted
Share
   Amount   Per Diluted
Share
 
Sales  $6,742,640        $6,614,392        $6,829,118      
Highlighted items:                              
Reduction in revenue related to warrants                     30,158      
Acquisition accounting impacts of deferred revenue   13,101         1,120               
Adjusted Sales  $6,755,741        $6,615,512        $6,859,276      
Net income attributable to ARRIS International plc   113,740    0.62    92,027    0.49    18,100    0.09 
Highlighted Items:                              
Impacting gross margin:                              
Stock-based compensation expense   14,299    0.08    13,947    0.07    9,397    0.05 
Reduction in revenue related to warrants                   30,159    0.16 
Acquisition accounting impacts of deferred revenue   13,101    0.07    1,120    0.01         
Acquisition accounting impacts of fair valuing inventory   16,971    0.09    8,468    0.04    51,405    0.27 
Impacting operating expenses:                              
Integration, acquisition, restructuring and other costs, net   55,267    0.30    98,357    0.52    152,810    0.79 
Impairment of goodwill and intangible assets   3,400    0.02    55,000    0.29         
Amortization of intangible assets   383,560    2.11    375,407    1.98    397,464    2.07 
Stock-based compensation expense   70,934    0.39    66,711    0.35    50,652    0.26 
Gain on disposal of property, plant & equipment   (13,346)   (0.07)                
Noncontrolling interest share of Non-GAAP adjustments   (4,922)   (0.03)   (22,352)   (0.12)   (3,145)   (0.02)
Impacting other (income)/expense:                              
Impairment (gain) on investments           929        12,297    0.06 
Debt amendment fees           5,851    0.03    (237)    
Credit facility — ticking fees                   (9)    
Pension settlement charge and curtailment   5,665    0.03                 
Foreign exchange contract losses related to Pace combination                   1,610    0.01 
Remeasurement of deferred taxes   (477)       9,360    0.05    (16,356)   (0.09)
Impacting income tax expense:                              
Foreign withholding tax                   54,741    0.28 
Income tax expense   (132,107)   (0.73)   (190,151)   (1.00)   (208,524)   (1.08)
                               
Total highlighted items   412,345    2.27    422,647    2.22    532,264    2.77 
                               
Adjusted net income   526,085    2.89    514,674    2.71    550,364    2.86 
                               
Weighted average common shares — basic        180,147         187,133         190,701 
                               
Weighted average common shares — diluted        182,041         189,616         192,185 

 

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Our non-GAAP financial measures reflect adjustments based on the following items, as well as the related income tax effects:

 

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

 

Acquisition Accounting Impacts Related to Deferred Revenue:    In connection with the accounting related to our acquisitions, business combination rules require us to account for the fair values of deferred revenue arrangements for post contract support in our purchase accounting. The non-GAAP adjustment to our sales and cost of sales is intended to include the full amounts of such revenues as if these purchase accounting adjustments had not been applied. We believe the adjustment to these revenues is useful as a measure of the ongoing performance of our business.

 

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, Net:    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 ActiveVideo, Motorola Home, 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.

 

Gain on Disposal of Property, Plant & Equipment:    We have excluded the effect of a gain on the sale of our manufacturing facility and certain manufacturing fixed assets in Taiwan in calculating our non-GAAP financial measures. We believe it is useful to understand the effect of this item in our other expense (income).

 

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 Income. 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).

 

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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, 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).

 

Credit Facility — Ticking Fees:    In connection with the Pace combination, the cash portion of the consideration was funded through debt financing commitments. A ticking fee was 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).

 

Pension Settlement Charge and Curtailment:    We have excluded the effect of the deferred actuarial gains and losses remaining in Accumulated other comprehensive (loss) income related to the termination of our pension benefit plans 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).

 

Foreign Exchange Contract Losses Related to Pace Combination:    In the second quarter of 2015, the Company announced its intent to acquire Pace 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 combination. 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 Income. We believe it is useful to understand the effect of this on our other expense (income).

 

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

 

Foreign Withholding Tax:    In connection with the Pace combination, ARRIS U.S. Holdings, Inc. transferred shares of its subsidiary ARRIS Financing II Sarl to ARRIS International. 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 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 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 and non-U.S. 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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Financial Liquidity and Capital Resources

 

Overview

 

One of our key strategies is to ensure we have adequate liquidity and the financial flexibility to support our strategy, including acquisitions. The key metrics we focus on are summarized in the table below:

 

Liquidity & Capital Resources Data

 

   Year Ended December 31, 
   2018   2017   2016 
   (in thousands, except DSO and Turns) 
Key Working Capital Items               
Cash provided by operating activities  $649,002   $533,811   $363,180 
Cash, cash equivalents, and short-term investments  $735,471   $511,447   $1,095,676 
Long-term U.S corporate bonds  $   $   $10,998 
Accounts Receivable, net  $1,225,975   $1,218,088   $1,359,430 
-Days Sales Outstanding   66    63    61 
Inventory, net  $740,205   $825,211   $551,541 
- Turns   6.2    7.2    8.6 
Key Financing Items               
Term loans at face value  $2,073,900   $2,161,400   $2,229,563 
Proceeds from issuance of debt  $   $175,847   $800,000 
Cash used for debt repayment  $87,500   $244,009   $319,750 
Financing lease obligation  $60,537   $61,321   $58,010 
Cash used for share repurchases  $353,079   $196,965   $178,035 
Key Investing Items               
Cash used for acquisitions, net of cash acquired  $1,152   $760,802   $340,118 
Capital expenditures  $63,616   $78,072   $66,760 

 

In managing our liquidity and capital structure, we remain focused on key goals, and we have and will continue in the future to implement actions to achieve them. They include:

 

Liquidity — ensure that we have sufficient cash resources or other short-term liquidity to manage day to day operations.

Growth — implement a plan to ensure that we have adequate capital resources, or access thereto, to fund internal growth and execute acquisitions.

Deleverage — reduce our debt obligations.

Share repurchases — use a portion of cash from operating activities to repurchase our ordinary shares subject to market conditions and other strategic considerations, such as acquisitions.

 

Accounts Receivable

 

We use the number of times per year that inventory turns over (based upon sales for the most recent period, or turns) to evaluate inventory management, and days sales outstanding, or DSOs, to evaluate accounts receivable management.

 

Accounts receivable at the end of 2018 increased as compared to the end of 2017, primarily due to the timing of purchases by customers. DSO increased in 2018 primarily reflecting a larger international mix.

 

Accounts receivable at the end of 2017 decreased as compared to the end of 2016, primarily due to the timing of purchases by customers in late 2016. DSO increased in 2017, primarily reflecting a larger international mix.

 

Inventory

 

Inventory decreased in 2018 as compared to 2017, reflecting the consumption of certain inventory built in late 2017 and timing of customer requirements.

 

Inventory at the end of 2017 increased as compared to the end of 2016, reflecting timing of shipments to customers and anticipated demand for certain products, inventory acquired in the Ruckus acquisition, and the impact of transitioning component inventories from outsourced assemblers to in-house production.

 

Debt Repayments and Proceeds

 

In 2018, we repaid $87.5 million of our term debt which reflects mandatory repayments.

 

In 2017, we repaid $91.7 million of our term debt. With regards to our Term Loan facilities, we repaid $152.3 million in debt to exiting lenders and recorded proceeds from issuance of debt of $175.8 million.

 

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In 2016, we repaid $79.5 million of our term debt as well as $240.2 million of debt assumed and settled in conjunction with the Pace combination in January 2016. In addition, we received proceeds upon the closing of the Pace combination for our Term Loan A-1 Facility of $800 million.

 

Financing Lease Obligation

 

In 2015, we sold our San Diego office complex consisting of land and buildings. We concurrently entered into a leaseback arrangement for two of the buildings (Building 1 and Building 2). Building 1 did not qualify for sale leaseback accounting due to continuing involvement that will exist for the 10-year lease term. Accordingly, the carrying amount of Building 1 continues to be depreciated over the ten-year lease period with the proceeds reflected as a financing obligation.

 

Share Repurchases

 

Upon completing the Pace combination, we conducted a court-approved process in accordance with section 641(1)(b) of the UK Companies Act 2006, pursuant to which we reduced our stated share capital and thereby increased our distributable reserves or excess capital out of which we may legally pay dividends or repurchase shares. Distributable reserves are not linked to a U.S. GAAP reported amount.

 

In 2016, our Board of Directors approved a $300 million share repurchase authorization replacing all prior programs. In early 2017, the Board authorized an additional $300 million for share repurchases. In March 2018, the Board authorized an additional $300 million for repurchases and an additional $375 million again in August 2018. Unless terminated earlier by a Board resolution, this new plan will expire when ARRIS has used all authorized funds for repurchase. The remaining authorized amount for share repurchases under this plan was $546.9 million as of December 31, 2018. However, U.K. law also generally prohibits a company from repurchasing its own shares through “off market purchases” without prior approval of shareholders because we are not traded on a recognized investment exchange in the U.K. This shareholder approval lasts for a maximum period of five years. Prior to and in connection with the Pace combination, we obtained approval to purchase our own shares. This authority to repurchase shares terminates in January 2021, unless otherwise reapproved by our shareholders.

 

During 2018, we repurchased 13.9 million ordinary shares for $353.1 million at an average stock price of $25.38. During 2017, we repurchased 7.5 million ordinary shares for $197.0 million at an average stock price of $26.12. During 2016, we repurchased 7.4 million of our ordinary shares for $178.0 million at an average stock price of $24.09.

 

Under the terms of the Acquisition Agreement, we have agreed not to purchase additional shares prior to the closing of the Acquisition without the consent of CommScope.

 

Summary of Current Liquidity Position and Potential for Future Capital Raising

 

We believe our current liquidity position, where we had approximately $735.5 million of cash, cash equivalents, short-term investments on hand as of December 31, 2018, together with approximately $498.5 million in availability under our Revolving Credit Facility, and the prospects for continued generation of cash from operations, are adequate for our short- and medium-term business needs. Our cash, cash-equivalents and short-term investments as of December 31, 2018 include approximately $405.4 million held by all non-U.S. subsidiaries. Of that amount, $56.6 million was held by non-U.S. subsidiaries legally owned by ARRIS U.S. entities. The Tax Act imposed a mandatory transition tax on previously accumulated earnings of those non-U.S. subsidiaries and a tax on a portion of their current earnings, therefore significantly reducing tax impacts on future remittances. We have recorded a deferred tax liability of $5.0 million for the additional tax that would be paid when the previously accumulated earnings are remitted.

 

We expect to be able to generate sufficient cash on a consolidated basis to make all of the principal and interest payments under our senior secured credit facilities. Should our available funds be insufficient to support these initiatives or our operations, it is possible that we will raise capital through private or public, share or debt offerings.

 

Senior Secured Credit Facilities

 

For information regarding our credit facilities, see Note 16 Indebtedness of Notes to the Consolidated Financial Statements.

 

Interest rates on borrowings under the senior secured credit facilities are set forth in the table below. As of December 31, 2018, we had $366.6 million, $1,171.9 million and $535.4 million principal amounts outstanding under the Term Loan A, Term Loan A-1 and Term Loan B-3 Facilities, respectively. No borrowings existed under the Revolving Credit Facility and there were letters of credit totaling $1.5 million issued under the Revolving Credit Facility.

 

   Rate  As of December 31, 2018
Term Loan A  LIBOR + 1.75 %  4.27%
Term Loan A-1  LIBOR + 1.75 %  4.27%
Term Loan B-3  LIBOR + 2.25 %  4.77%
Revolving Credit Facility  (1)  LIBOR + 1.75 %  Not Applicable

 

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(1)Includes unused commitment fee of 0.30% and letter of credit fee of 1.75% not reflected in interest rate above.

 

The Credit Agreement contains usual and customary limitations on indebtedness, liens, restricted payments, acquisitions and asset sales in the form of affirmative, negative and financial covenants, which are customary for financings of this type, including the maintenance of a minimum interest coverage ratio and a maximum leverage ratio. As of December 31, 2018, we complied with all covenants under the Credit Agreement.

 

Commitments

 

Following is a summary of our contractual obligations as of December 31, 2018 (in thousands):

 

   Payments due by period 
Contractual Obligations  Less than 1 Year   1-3 Years   3-5 Years   More than
5 Years
   Total 
Credit facilities (1)  $87,500   $175,000   $1,303,187   $508,213   $2,073,900 
Operating leases, net of sublease income (2)   43,486    74,139    54,279    37,991    209,895 
Purchase obligations (3)   595,406                595,406 
Total contractual obligations (4)  $726,392   $249,139   $1,357,466   $546,204   $2,879,201 

 

(1)Represents the face value of loans outstanding under our credit facility
(2)Includes leases which are reflected in restructuring accruals on the Consolidated Balance Sheets.
(3)Represents obligations under agreements with non-cancelable terms to purchase goods or services. The agreements are enforceable and legally binding, and specify terms, including quantities to be purchased and the timing of the purchase.
(4)Approximately $119.0 million of net uncertain tax positions have been excluded from the contractual obligation table because we are unable to make reasonably reliable estimates of the period of cash settlement with the respective taxing authorities.

 

Off-Balance Sheet Arrangements

 

We do not have any material off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

 

Cash Flow

 

Below is a table setting forth the key line items of our Consolidated Statements of Cash Flows (in thousands):

 

   2018   2017   2016 
Cash provided by (used in):               
Operating activities  $649,002   $533,811   $363,180 
Investing activities   43,571    (747,662)   (524,509)
Financing activities   (442,787)   (277,469)   290,652 
Effect of exchange rate changes   (7,520)   (1,256)   (12,097)
Net increase (decrease) in cash and cash equivalents  $242,266   $(492,576)  $117,226 

 

In the Consolidated Statements of Cash Flows, changes in operating assets and liabilities are presented excluding the effects of changes in foreign currency exchange rates and the effects of acquisitions. Accordingly, the amounts in the Consolidated Statements of Cash Flows differ from changes in the operating assets and liabilities that are presented in the Consolidated Balance Sheets.

 

Operating Activities:

 

Below are the key line items affecting cash from operating activities (in thousands): 

 

   2018   2017   2016 
Consolidated net income  $107,286   $66,124   $8,961 
Adjustments to reconcile net income to cash provided by operating activities   488,196    567,586    441,592 
Net income including adjustments   595,482    633,710    450,553 
(Increase) decrease in accounts receivable   (22,138)   175,930    (258,677)
Decrease (increase) in inventory   81,815    (224,582)   282,644 
Increase (decrease) in accounts payable and accrued liabilities   24,948    49,988    (178,086)
All other, net   (31,105)   (101,235)   66,746 
Cash provided by operating activities  $649,002   $533,811   $363,180 

 

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2018 vs. 2017

 

Consolidated net income including adjustments, as per the table above, decreased $38.2 million during 2018 as compared to 2017. It should be noted that the net income reflected in 2018 includes: 1) turnaround effect of inventory step-up in fair market value of $17.0 million, and 2) inclusion of the acquisition of Ruckus Networks. These items were either not present or were insignificant in 2017.

 

Accounts receivable increased by $22.1 million during 2018. The increase was primarily a result of purchasing and payment patterns of our customers.

 

Inventory decreased by $81.8 million during 2018, reflecting the consumption of certain inventory built in late 2017 and timing of customer requirements. In 2018, there was a $17.0 million reduction related to turnaround effect of inventory markup in acquisition accounting.

 

Accounts payable and accrued liabilities increased by $24.9 million during 2018, reflecting timing of payments and accrued expenses.

 

All other accounts, net, include changes in other receivables, income taxes payable (recoverable), and prepaid expenses. The other receivables represent amounts due from our contract manufacturers for material used in the assembly of our finished goods. The change in our income taxes recoverable account is a result of the timing of the actual estimated tax payments during the year as compared to the actual tax liability for the year.

 

2017 vs. 2016

 

Consolidated net income including adjustments, as per the table above, increased $183.2 million during 2017 as compared to 2016. It should be noted that net income in 2017 includes 1) $61.5 million of expense related to the cash settlement of stock-based awards held by transferring employees in our Ruckus acquisition and 2) restructuring costs of $20.9 million, and 3) inventory step-up in fair market value of $8.5 million. The net income reflected in 2016 includes: 1) restructuring costs of $96.3 million, 2) withholding tax of $54.7 million and 3) inventory step-up in fair market value of $51.4 million. These 2016 items were either not present or less significant in 2017.

 

Accounts receivable decreased $175.9 million in 2017. This increase was primarily a result of purchasing pattern and payment patterns of our customers.

 

Inventory increased by $224.6 million in 2017, reflecting timing of customer requirements and anticipated demand for certain products, inventory acquired in the Ruckus acquisition, and the transition of component inventory from outsourced assemblers to in-house production. In 2017 and 2016, we recognized reductions of $8.5 million and $51.4 million, respectively, related to turnaround effects of inventory markups in acquisition accounting.

 

Accounts payable and accrued liabilities increased by $50.0 million in 2017. The change reflects an increase in accounts payable due to timing of payments primarily for inventory and was partially offset by reduction in accrued expenses and deferred revenues.

 

All other accounts, net, include the changes in other receivables, income taxes payable (recoverable), and prepaids. The other receivables represent amounts due from our contract manufacturers for material used in the assembly of our finished goods. The change in our income taxes recoverable account is a result of the timing of the actual estimated tax payments during the year as compared to the actual tax liability for the year. The net change during 2017 was approximately $101.2 million as compared to $66.1 million in 2016.

 

Investing Activities:

 

Below are the key line items affecting investing activities (in thousands):

 

   2018   2017   2016 
Purchases of investments  $(64,454)  $(68,493)  $(141,543)
Sales of investments   79,473    165,301    25,931 
Proceeds from on equity investment   9,966    826    2,903 
Purchases of property, plant and equipment   (63,616)   (78,072)   (66,760)
Proceeds for sale of property, plant and equipment   74,425        29 
Purchase of intangible assets   (423)   (6,422)   (5,526)
Acquisitions, net of cash acquired   (1,152)   (760,802)   (340,118)
Other, net   9,352        575 
Cash provided for (used in) investing activities  $43,571   $(747,662)  $(524,509)

 

Purchases and sales of investments — Represents purchases and sales of securities and other investments.

 

Proceeds from equity investment — Represents dividend proceeds received from return of our equity investments.

 

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Purchases of property, plant and equipment — Represents capital expenditures which are mainly for test equipment, laboratory equipment, and computer and networking equipment and facilities.

 

Proceeds for sale of property, plant and equipment — Represents a cash proceeds for the sale of our manufacturing facility and equipment in Taiwan.

 

Purchase of intangible assets — Represent primarily the purchase of patents and technology licenses.

 

Acquisitions, net of cash acquired — Represents cash investments we have made in our various acquisitions. See Note 5 Business Acquisitions of Notes to the Consolidated Financial Statements for disclosures related to acquisitions.

 

Other, net — Represent proceeds from corporate-owned life insurance policy offset by a note receivable on a short-term borrowing facility in 2018, and cash proceeds received from sale of assets in 2016.

 

Financing Activities:

 

Below are the key items affecting our financing activities (in thousands):

 

   2018   2017   2016 
Proceeds from issuance of shares, net  $20,186   $17,469   $12,885 
Repurchase of shares   (353,079)   (196,965)   (178,035)
Excess tax benefits from stock-based compensation plans           20,085 
Repurchase of shares to satisfy minimum tax withholdings   (23,781)   (26,573)   (17,925)
Proceeds from issuance of debt       175,847    800,000 
Payment of debt obligations   (87,500)   (244,009)   (319,750)
Payment of financing lease obligation   (870)   (777)   (758)
Payment on accounts receivable financing facility           (23,546)
Payment of deferred financing fees and debt discount       (5,961)   (2,304)
Contribution from noncontrolling interest   2,257    3,500     
Cash (used in) provided by financing activities  $(442,787)  $(277,469)  $290,652 

 

Proceeds from issuance of shares, net — Represents cash proceeds related to the vesting of restricted share units, offset with expenses paid related to the issuance of shares.

 

Repurchase of shares — Represents the cash used to buy back the Company’s ordinary shares.

 

Excess tax benefits from stock-based compensation plans — Represents the cash that otherwise would have been paid for income taxes if increases in the value of equity instruments also had not been deductible in determining taxable income. Prospectively, all excess tax benefits from share-based payments will be reported as operating activities under new accounting standard Improvements to Share-Based Payment Accounting.

 

Repurchase of shares to satisfy employee minimum tax withholdings — Represents the shares withheld and cancelled for cash, to satisfy the employee minimum tax withholding when restricted stock units vest.

 

Proceeds from issuance of debt — Represents the proceeds from new borrowings for our Term Loan Facilities upon the re-financing of our Credit Agreement in 2017, and “Term Loan A-1 Facility” of $800 million, which was funded upon the closing of the Pace combination in 2016.

 

Payment of debt obligation — Represents the mandatory payment of the term loans under the senior secured credit facilities, payments to lenders exiting our credit facilities upon re-financing, as well as the repayment of debt assumed and settled in conjunction with the closing of the Pace combination in 2016.

 

Payment of financing lease obligation — Represents the amortization related to the portion of the sale of building that did not qualify for sale-leaseback accounting.

 

Repayment on accounts receivable financing facility — As part of the Pace combination, we obtained an accounts receivable securitization program, which was terminated in 2017. This represents the repayment of the secured borrowings.

 

Payment of deferred financing costs and debt discount — Represents the financing costs in connection with the execution of our senior secured credit facility under the Credit Agreement. The costs have been deferred and will be recognized over the terms of the applicable credit facilities. It also represents amounts paid to lenders in the form of upfront fees, which have been treated as a reduction in the proceeds received by the ARRIS and are considered a component of the discount of the facilities under the Credit Agreement.

 

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Contribution from noncontrolling interest — Represents the equity investment contributions by the noncontrolling interest in a joint venture formed for the ActiveVideo acquisition.

 

Excess Income Taxes Benefit Related to Equity Compensation

 

During 2018, no U.S. federal tax benefits were obtained from excess tax deductions arising from equity-based compensation deductions, resulting from a shortfall for the 2018 lapses of restrictions on restricted stock awards. During 2017, approximately $2.6 million of U.S. federal tax benefits were obtained from tax deductions arising from equity-based compensation deductions, all of which resulted from 2017 lapses of restrictions on restricted stock awards. During 2016, approximately $2.5 million of U.S. federal tax benefits were obtained from tax deductions arising from equity-based compensation deductions, all of which resulted from 2016 lapses of restrictions on restricted stock awards.

 

Interest Rates

 

As described above, all indebtedness under our senior secured credit facilities bears interest at variable rates based on LIBOR plus an applicable spread. We entered into interest rate swap arrangements to convert a notional amount of $1,075.0 million of our variable rate debt based on one-month LIBOR to a fixed rate. The objective of these swaps is to manage the variability of cash flows in the interest payments related to the portion of the variable rate debt designated as being hedged.

 

Foreign Currency

 

A significant portion of our products are manufactured or assembled in Brazil, China and Mexico, and we have research and development centers outside the United States in Canada, China, France, India, Ireland, Israel, Singapore, Sweden, Taiwan and United Kingdom. Our sales into international markets have been and are expected in the future to be an important part of our business. These foreign operations are subject to the usual risks inherent in conducting business abroad, including risks with respect to currency exchange rates, economic and political destabilization, restrictive actions and taxation by foreign governments, nationalization, the laws and policies of the United States affecting trade, foreign investment and loans, and foreign tax laws.

 

We have certain international customers who are billed in their local currency and certain international operations that procure in U.S dollars. We also have certain predictable expenditures for international operations in local currency. Additionally, certain intercompany transactions are denominated in foreign currencies and subject to revaluation. As part of the Pace combination, we paid the former Pace shareholders 132.5 pence per share in cash consideration, which is approximately 434.3 million British pounds, in the aggregate. These contracts were settled upon the close of the Pace combination in January 2016. We use a strategy to economically hedge these transactions and enter into forward or currency option contracts based on a percentage of expected foreign currency revenues and expenses. The percentage can vary, based on the predictability of the exposures denominated in the foreign currency.

 

Financial Instruments

 

In the ordinary course of business, we, from time to time, will enter into financing arrangements with customers. These financial arrangements include letters of credit, commitments to extend credit and guarantees of debt. These agreements could include the granting of extended payment terms that result in longer collection periods for accounts receivable and slower cash inflows from operations and/or could result in the deferral of revenue.

 

We execute letters of credit and bank guarantees in favor of certain landlords, customers and vendors to guarantee performance on contracts. Certain financial instruments require cash collateral, and these amounts are reported in Other Current Assets and Other Assets on the Consolidated Balance Sheets. As of December 31, 2018 and 2017, we had approximately $1.5 million outstanding of restricted cash.

 

Cash, Cash Equivalents, Short-Term Investments and Long-Term Investments

 

Our cash and cash equivalents (which are highly-liquid investments with an original maturity of three months or less) are primarily held in demand deposit accounts and money market accounts. We hold short-term investments consisting of debt securities classified as available-for-sale, which are stated at estimated fair value. The debt securities consist primarily of commercial paper, certificates of deposits, short term corporate obligations and U.S. government agency financial instruments.

 

We hold non-marketable equity investments. See Note 7 Financial Instruments of Notes to the Consolidated Financial Statements for disclosures related to our investments.

 

We have two rabbi trusts that are used as funding vehicles for various deferred compensation plans that were available to certain current and former officers and key executives. We also have deferred retirement salary plans, which were limited to certain current or former officers of a business acquired in 2007. We hold investments to cover the liability.

 

ARRIS also funds its nonqualified defined benefit plan for certain executives in a rabbi trust.

 

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Capital Expenditures

 

Capital expenditures are made at a level designed to support the strategic and operating needs of the business. ARRIS’s capital expenditures were $63.6 million in 2018 as compared to $78.1 million in 2017 and $66.8 million in 2016. We had no significant commitments for capital expenditures at December 31, 2018.

 

Deferred Income Taxes

 

Deferred income tax assets represent amounts available to reduce income taxes payable on taxable income in future years. Such assets arise because of temporary differences between the financial reporting and tax bases of assets and liabilities, as well as from net operating loss and tax credit carryforwards. We evaluate the recoverability of these future tax deductions and credits by assessing the adequacy of future expected taxable income from all sources, including reversal of taxable temporary differences, forecasted operating earnings and available tax planning strategies. If we conclude that deferred tax assets are more-likely-than-not to not be realized, then we record a valuation allowance against those assets. We continually review the adequacy of the valuation allowances established against deferred tax assets. As part of that review, we regularly project taxable income based on book income projections by legal entity. Our ability to utilize our U.S. federal, state and foreign deferred tax assets is dependent upon our future taxable income by legal entity.

 

Net deferred tax assets of $128.6 million (net of valuation allowances of $90.1 million and deferred tax liabilities of $267.7 million) as of December 31, 2018 increased by $82.1 million as compared to the prior year. Significant components of the change in net deferred tax asset balances include: 1) decrease in the intangible deferred tax liability due to current year amortization; and 2) increase in the research and development credits deferred tax asset resulting from credits generated in the current year.

 

Defined Benefit Pension Plans

 

ARRIS sponsors a qualified and a non-qualified non-contributory defined benefit pension plan that cover certain U.S. employees. As of January 1, 2000, we froze the qualified defined pension plan benefits for its participants.

 

The U.S. pension plan benefit formulas generally provide for payments to retired employees based upon their length of service and compensation as defined in the plans. Our investment policy is to fund the qualified plan as required by the Employee Retirement Income Security Act of 1974 (“ERISA”) and to the extent that such contributions are tax deductible.

 

No minimum funding contributions are required in 2018 under our U.S. defined benefit. We made contribution of $1.8 million for the year ended December 31, 2018 to fully fund the plan termination. We made voluntary minimum funding contributions to our U.S. pension plan during 2017 and 2016. During 2017, $1.4 million was contributed. During 2016, in an effort to reduce future premiums and administrative fees as well as to increase our funded status in connection with our U.S. pension obligation, we made a voluntary funding contribution of $5.0 million.

 

In late 2017, we commenced the process of terminating our U.S. defined benefit pension plan. In December 2018, we received approvals and we proceeded with effecting termination.   We settled the plan obligations in the fourth quarter of 2018 and the plan's deferred actuarial losses of $9.2 million remaining in Accumulated other comprehensive (loss) income was recognized as expense.

 

For 2018 and 2017, the plan assets were comprised of approximately 100% of cash equivalents. For 2016, the plan assets were comprised of approximately 30% equity securities, 2% debt securities, and 68% cash equivalents. Liabilities or amounts in excess of these funding levels are accrued and reported in the Consolidated Balance Sheets. We established a rabbi trust to fund the pension obligations of the Executive Chairman under his Supplemental Executive Retirement Plan (“SERP”) including the benefit under our non-qualified defined benefit plan. In October 2018, the full SERP obligation was distributed to the Executive Chairman and no further obligation exists. In addition, we have established a rabbi trust for certain executive officers and certain senior management personnel to fund the pension liability to those officers under the non-qualified plan.

 

The investment strategies of the plans place a high priority on benefit security. The plans invest conservatively so as not to expose assets to depreciation in adverse markets. The plans’ strategy also places a high priority on earning a rate of return greater than the annual inflation rate along with maintaining average market results. The plan has targeted asset diversification across different asset classes and markets to take advantage of economic environments and to also act as a risk minimizer by dampening the portfolio’s volatility.

 

The weighted-average actuarial assumptions used to determine the benefit obligations for the three years presented are set forth below: 

 

   2018   2017   2016 
Assumed discount rate for plan participants   4.05%   3.45%   3.90%

 

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The weighted-average actuarial assumptions used to determine the net periodic benefit costs are set forth below:

 

   2018   2017   2016 
Assumed discount rate plan participants   3.50%   3.90%   4.15%
Rate of compensation increase   N/A    N/A    N/A 
Expected long-term rate of return on plan assets   N/A    5.00%   6.00%

  

The expected long-term rate of return on assets is derived using the building block approach which includes assumptions for the long-term inflation rate, real return, and equity risk premiums.

 

ARRIS also provides a non-contributory defined benefit plan which cover employees in Taiwan. Any other benefit plans outside of the U.S. are not material to ARRIS either individually or in the aggregate.

 

Key assumptions used in the valuation of the Taiwan Plan are as follows:

 

   2018   2017   2016 
Assumed discount rate for obligations   0.90%   1.10%   1.30%
Assumed discount rate for expense   1.10%   1.30%   1.70%
Rate of compensation increase for indirect labor   4.00%   4.00%   4.00%
Rate of compensation increase for direct labor   2.00%   2.00%   2.00%
Expected long-term rate of return on plan assets (1)   1.30%   1.40%   1.60%

 

(1)Asset allocation is 100% in money market investments

 

We made funding contributions of $1.8 million related to our non-U.S. pension plan in 2018. ARRIS estimates it will make funding contributions of $4.2 million in 2019. As a result of restructuring activities in conjunction with the sale of our Taiwan manufacturing facility, we recorded a partial curtailment of the plan and recognized a deferred actuarial gain of $3.5 million as income from Accumulated other comprehensive (loss) income.

 

Other Benefit Plans

 

ARRIS has established defined contribution plans pursuant to the Internal Revenue Code Section 401(k) that cover all eligible U.S. employees. We contribute to these plans based upon the dollar amount of each participant’s contribution. We made matching contributions to these plans of approximately $22.8 million, $16.5 million, and $16.4 million in 2018, 2017 and 2016, respectively.

 

We have a deferred compensation plan that does not qualify under Section 401(k) of the Internal Revenue Code and is available to our key executives and certain other employees. Employee compensation deferrals and matching contributions are held in a rabbi trust. The total of net employee deferrals and matching contributions, which is reflected in other long-term liabilities, were $5.4 million and $5.7 million at December 31, 2018 and 2017, respectively. Total expenses included in continuing operations for the matching contributions were approximately $0.1 million and $0.3 million in 2018 and 2017, respectively.

 

We previously offered a deferred compensation arrangement that allowed certain employees to defer a portion of their earnings and defer the related income taxes. As of December 31, 2004, the plan was frozen and no further contributions are allowed. The deferred earnings are invested in a rabbi trust. The total of net employee deferral and matching contributions, which was reflected in other long-term liabilities, was $2.0 million and $3.1 million at December 31, 2018 and 2017, respectively.

 

We also have a deferred retirement salary plan, which was limited to certain current or former officers of a business acquired in 2007. The present value of the estimated future retirement benefit payments is being accrued over the estimated service period from the date of signed agreements with the employees. The accrued balance of this plan, the majority of which is included in other long-term liabilities, was $1.9 million and $1.5 million at December 31, 2018 and 2017, respectively. Total expense included in continuing operations for the deferred retirement salary plan were approximately $0.4 million and $0.2 million for 2018 and 2017, respectively.

 

Critical Accounting Policies and Estimates

 

The accounting and financial reporting policies of ARRIS are in conformity with U.S. generally accepted accounting principles. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Management has discussed the development and selection of the critical accounting estimates discussed below with the Audit Committee of the Board of Directors and the Audit Committee has reviewed the related disclosures.

 

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a)Revenue Recognition

 

On January 1, 2018, we adopted the new accounting standard Revenue from Contracts with Customers using the modified retrospective transition method. We have elected to apply the new standard to contracts that were considered “open” as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under the new accounting standard, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under previous guidance.

 

ARRIS generates revenue from varying activities, including the delivery of stand-alone equipment, custom design and installation services, and bundled sales arrangements inclusive of equipment, software and services. Revenue is recognized when performance obligations in a contract are satisfied through the transfer of control of the good or service at the amount of consideration expected to be received. The following are required before revenue is recognized:

 

·Identify the contract with the customer. A variety of arrangements are considered contracts; however, these are usually the Master Purchase Agreement and amendments or customer purchase orders.

·Identify the performance obligations in the contract. Performance obligations are identified as promised goods or services in an arrangement that are distinct.

·Determine the transaction price. Transaction price is the amount of consideration the Company expects in exchange for transferring the promised goods or services. The consideration may include fixed or variable amounts or both.

·Allocate the transaction price to the performance obligations. The transaction price is allocated to the performance obligations on a relative standalone selling price basis.

·Recognize revenue as the performance obligations are satisfied. Revenue is recognized when transfer of control of the promised goods or services has occurred. This is either at a point in time or over time.

 

Revenue is deferred for any performance obligations in which payment is received or due prior to the transfer of control of the good or service.

 

Equipment – For the N&C and CPE segments, we provide customers with equipment that can be placed within various stages of a broadband system that enable delivery of telephony, video and high-speed data as well as outside plant construction and maintenance equipment. For the Enterprise segment, equipment sales include products for wireless and wired connections to data networks. For equipment sales, revenue is recognized when control of the product has transferred to the customer. This is generally at a point in time when products have been shipped, right to payment has normally been obtained, and risk of loss has been transferred. Additionally, based on historical experience, we have established reliable estimates related to sales returns and other allowances for discounts. These estimates are recorded as a reduction to revenue at the time the revenue is recognized.

 

Our equipment performance obligations typically include proprietary operating system software, which isn’t considered separately identifiable. Therefore, our equipment and their related software are considered one performance obligation.

 

Multiple Performance Obligation Arrangements – Certain customer transactions may include multiple performance obligations based on the bundling of equipment, software and services. When a multiple performance obligation arrangement exists, the transaction price is allocated to the performance obligations, and revenue is recognized on a relative standalone selling price basis upon transfer of control.

 

To determine the standalone selling price (“SSP”), we first look to establish SSP through an observable price when the good or service is sold separately in similar circumstances. If SSP cannot be established through an observable price, we will estimate the SSP considering market conditions, customer specific factors, and customer class. We typically use a combination of approaches to estimate SSP.

 

Software Sold Without Tangible Equipment – We sell functional intellectual property (“IP”) licenses that typically do not meet the criteria to be recognized over time. Revenue from a functional IP license is most commonly recognized upon delivery of the license/software to the customer.

 

Standalone Services – Standalone service revenues result from a variety of offerings including:

 

·Maintenance and support services provided under annual service-level agreements with our customers. These services represent stand-ready obligations that are recognized over time (on a straight-line basis over the contract period) because the customer simultaneously receives and consumes the benefits of the services as the services are performed.

 

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·Professional services and other similar services consist primarily of “Day 2” services to help customers maximize their utilization of deployed ARRIS systems. The services are recognized over time because the customer simultaneously receives and consumes the benefits of the service as the services are performed.

 

·Installation services relate to the routine installation of equipment ordered by the customer at the customer’s site and are distinct performance obligations from delivery of the related hardware. The associated revenues are recognized over time as the services are provided, which is generally a very short period (less than a couple of days).

 

Incentives – Customer incentive programs that include consideration, primarily rebates/credits to be used against future product purchases and certain volume discounts, are classified as variable consideration and reduce the overall transaction price.

 

Value Added Resellers (VAR), Distribution Channels and Retail – We recognize revenue upon transfer of control of the goods or services to the VAR, Distributors and Retail customers. Sales through retail and distribution channels are made primarily under agreements or commitments allowing for limited rights of return, primarily for stock rotation purposes, and include various sales incentive programs, such as rebates, discounts, marketing development funds, price protection, and volume incentives.

 

Enterprise sales distributors are granted rights of stock rotation that are limited to contractually specified percentage of the distributors aggregate purchase volume.  These stock rotation rights are subject to expiration 270 days from the time of product shipment by us to the distributor.  Upon shipment of the product, we reduce revenue for an estimate of potential future stock rotation returns related to the current period product revenue. We analyze historical returns, channel inventory levels, current economic trends and changes in customer demand for our products when evaluating the adequacy of the allowance for sales returns, namely stock rotation returns.

 

Regarding the various sales incentive programs, we can reasonably estimate our rebates, discounts and similar incentives due to an established sales history with our customers and records the estimated reserves and allowances at the time the related revenue is recognized. We recognize marketing development funds at the later of when the related revenue is recognized, or the program is offered to the channel partner. Our sales incentives to our channel partners are recorded as a reduction to revenue.

 

Our estimated allowances for returns due to stock rotation and various sales incentive programs can vary from actual results that could materially impact our financial position and results of operations. Based on the relevant facts and circumstances, we believe the methodologies applied to calculate these reserves fairly represents our expected results at the point in time in which they are made.

 

b)Goodwill and Intangible Assets

 

The following table presents the carrying amounts of intangible assets included in our Consolidated Balance Sheets (in thousands): 

 

December 31, 2018  Carrying
Amount
   Percentage
of Total
Assets
 
Goodwill  $2,240,642    31%
Indefinite-lived intangible assets   55,400    1%
Definite-lived intangible assets, net   1,348,259    18%
Total  $3,644,301    50%

 

Goodwill

 

Goodwill represents a residual value as of the acquisition date, which in most cases results in measuring goodwill as an excess of the purchase consideration transferred plus the fair value of any noncontrolling interest in the acquired company over the fair value of net assets acquired, including contingent consideration.

 

We perform impairment tests of goodwill at our reporting unit level, which is at or one level below our operating segments. For purposes of impairment testing, our reporting units are based on our organizational structure, the financial information that is provided to and reviewed by segment management and aggregation criteria applicable to component businesses that are economically similar. Our operating segments are primarily based on the nature of the products and services offered, which is consistent with the way management runs our business. Our CPE and our Enterprise Networks operating segments are the same as the reporting unit. Our Network & Cloud operating segment is subdivided into three reporting units which are Network Infrastructure, Cloud and Services, and Cloud TV. Goodwill is assigned to the reporting unit or units that benefit from the synergies arising from each business combination.

 

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We evaluate goodwill for impairment annually as of October 1st, or when an indicator of impairment exists. As of October 1, 2017, we early adopted Accounting Standards Update (“ASU”) 2017-04, Intangibles - Goodwill and Other (Topic 350) - Simplifying the Test for Goodwill Impairment (“ASU 2017-04”). ASU 2017-04 eliminated Step 2 of the goodwill impairment test in which an entity had to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities. The standard does not change the guidance on completing Step 1 of the goodwill impairment test. In accordance with the new standard, we compare the fair value of our reporting units with the carrying amount, including goodwill. We recognize an impairment charge for the amount by which the carrying amount exceeds a reporting unit’s fair value, as applicable.

 

Step 1 of the goodwill impairment test is to compare the fair value of a reporting unit to its carrying amount, including goodwill. We typically use a weighting of income approach using discounted cash flow models and a market approach to determine the fair value of a reporting unit. The assumptions used in these models are consistent with those we believe hypothetical marketplace participants would use. Under the income approach, we calculate the fair value of a reporting unit based on the present value of estimated future cash flows. The discounted cash flow analysis requires us to make various judgmental assumptions, including assumptions about future cash flows, growth rates and weighted average cost of capital (discount rate). The assumptions about future cash flows and growth rates are based on the current and long-term business plans of each reporting unit. Discount rate assumptions are based on an assessment of the risk inherent in the future cash flows of the respective reporting units. Under the market approach, we estimate the fair value based upon Market multiples of revenue and earnings derived from publicly traded companies with similar operating and investment characteristics as the reporting unit. The weighting of the fair value derived from the market approach ranges from 0% to 50% depending on the level of comparability of these publicly-traded companies to the reporting unit. When market comparable are not meaningful or not available, we may estimate the fair value of a reporting unit using only the income approach. We considered the relative strengths and weaknesses inherent in the valuation methodologies utilized in each approach and consulted with a third-party valuation specialist to assist in determining the appropriate weighting.

 

In order to assess the reasonableness of the calculated fair values of our reporting units, we also compare the sum of the reporting units’ fair values to our market capitalization and calculate an implied control premium (the excess of the sum of the reporting units’ fair values over the market capitalization). We evaluate the control premium by comparing it to the fair value estimates of the reporting unit. If the implied control premium is not reasonable in light of the analysis, we will reevaluate the fair value estimates of the reporting unit by adjusting the discount rates and/or other assumptions.

 

We continue to have the option to perform the optional qualitative assessment of goodwill prior to completing the Step 1 process described above to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount.

 

Assumptions and estimates about future cash flows and discount rates are complex and often subjective. They are sensitive to changes in underlying assumptions and can be affected by a variety of factors, including external factors such as industry and economic trends, and internal factors such as changes in our business strategy and our internal forecasts. Our assessment includes significant estimates and assumptions including the timing and amount of future discounted cash flows, the discount rate and the perpetual growth rate used to calculate the terminal value.

 

Our discounted cash flow analysis includes projected cash flows over a ten-year period. These forecasted cash flows take into consideration management’s outlook for the future and were compared to historical performance to assess reasonableness. A discount rate was applied to the forecasted cash flows. The discount rate considered market and industry data, as well as the specific risk profile of the reporting unit. A terminal value was calculated, which estimates the value of annual cash flow to be received after the discrete forecast periods. The terminal value was based upon an exit value of annual cash flow after the discrete forecast period in year ten.

 

We assign corporate assets and liabilities to our reporting units to the extent that such assets or liabilities relate to the cash flows of the reporting unit and would be included in determining the reporting unit’s fair value.

 

Examples of events or circumstances that could reasonably be expected to negatively affect the underlying key assumptions and ultimately impact the estimated fair value of our reporting units may include such items as the following:

 

a prolonged decline in capital spending for constructing, rebuilding, maintaining, or upgrading broadband communications systems;

rapid changes in technology occurring in the broadband communication markets which could lead to the entry of new competitors or increased competition from existing competitors that would adversely affect our sales and profitability;

the concentration of business we receive from several key customers, the loss of which would have a material adverse effect on our business;

continued consolidation of our customers base in the telecommunications industry could result in delays or reductions in purchases of our products and services, if the acquirer decided not to continue using us as a supplier;

new products and markets currently under development may fail to realize anticipated benefits;

changes in business strategies affecting future investments in businesses, products and technologies to complement or expand our business could result in adverse impacts to existing business and products;

 

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volatility in the capital (equity and debt) markets, resulting in a higher discount rate; and

legal proceeding settlements and/or recoveries, and its effect on future cash flows.

 

As a result, there can be no assurance that the estimates and assumptions made for purposes of the annual goodwill impairment test will prove to be accurate predictions of the future. Although management believes the assumptions and estimates made are reasonable and appropriate, different assumptions and estimates could materially impact the reported financial results.

 

Goodwill Impairment and Analysis

 

In the first quarter of 2018, we recorded a partial impairment of goodwill of $3.4 million related to our Cloud TV reporting unit associated with our ActiveVideo acquisition, of which $1.2 million is attributable to the noncontrolling interest. This impairment was a result of the indirect effect of a change in accounting principle related to the adoption of new accounting standard Revenue from Contracts with Customers, resulting in changes in the composition and carrying amount of the net assets of our Cloud TV reporting unit. The partial impairment was included in impairment of goodwill on the Consolidated Statements of Income.

 

There was no impairment of goodwill resulting from our annual impairment testing in 2018. In the analysis performed, there was a relatively small amount of excess fair value for certain reporting units. Specifically, the fair value of our CPE and Cloud TV reporting units exceeded carrying value by less than 10%. Considering the relatively low headroom, there is a risk for impairment in the event of decline in general economic, market or business conditions or any significant unfavorable changes in the forecasted cash flows, weighted-average cost of capital and/or market transaction multiples. If current long-term projections for our CPE and Cloud TV reporting units are not realized or materially decrease, we may be required to write-off all or a portion of the remaining goodwill and associated intangible assets.

 

The following table sets forth information regarding our CPE and Cloud TV reporting units as of October 1, 2018, including key assumptions (dollars in thousands):

 

   Key assumptions   Fair value exceeds
carrying amounts as of
October 1, 2018
   Goodwill as of October 1, 2018 
   Discount rate   Terminal
growth rate
   Percentage   Amount   Percent of
total assets
 
CPE   11%       4.3%  $1,379,339    18.8%
Cloud TV   12%       3.0%  $26,499    0.4%

 

During 2018, our CPE gross margins declined due to higher memory and MLCC component costs. Our projected cash flows reflect assumptions regarding modest improvement in the margin profile resulting from easing of the memory and MLCC pricing pressures; and/or offsetting pricing increases over the next several years. Although management’s assumptions are believed to be reasonable, there can be no assurance lower memory/MLCC pricing and/or pricing increases, given the competitive landscape for some of our products, particularly in the CPE segment, will occur and could make it difficult to return to historical operating margin levels. Relatively small changes in certain key assumptions could result in this reporting unit failing Step 1 of the goodwill impairment test.

 

Using the income approach, and holding other assumptions constant, the following table provides sensitivity analysis related to the impact of key assumptions on a standalone basis, on the resulting percentage change in fair values of our CPE and Cloud TV reporting units and corresponding percentage coverage under each scenario, as of October 1, 2018.

 

   Assuming
hypothetical 10%
reduction in cashflow
   Assuming hypothetical
1% increase in
discount rate
   Assuming hypothetical
10% reduction in
cashflow and 1%
increase in discount rate
 
Percent (reduction) in fair value               
CPE   (17)%   (5)%   (22)%
Cloud TV   (12)%   (2)%   (14)%
Percent by which fair value is higher (lower) than carrying amount               
CPE   (14)%   (1)%   (19)%
Cloud TV   (5)%   6%   (7)%

 

In 2017, we determined the carrying amount of our Cloud TV reporting unit associated with our ActiveVideo acquisition exceeded its fair value, and as such have recorded a partial goodwill impairment of $51.2 million as of December 31, 2017, of which $17.9 million is attributable to the noncontrolling interest. The fair value of the reporting unit was impacted during the fourth quarter, by changes in management’s expectations regarding the timing of attainment and growth for new customers, in correlation to the expense profile of the business. These changes resulted in a lower assessment of the future cash flows for the business. The impairment is included in impairment of goodwill and intangible assets on the Consolidated Statements of Income.

 

There was no impairment of goodwill resulting from our annual impairment testing in 2016.

 

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Purchased Intangible Assets:

 

Purchased intangible assets with finite lives are carried at cost, less accumulated amortization. Amortization is computed over the estimated useful lives of the respective assets. Useful lives of identifiable intangible assets are determined after considering the specific facts and circumstances related to each intangible asset. Intangible assets that are deemed to have definite lives are amortized, primarily on a straight-line basis, over their useful lives, generally ranging from 1 to 13 years. Certain intangible assets are being amortized using an accelerated method, as an accelerated method best approximates the distribution of cash flows generated by the intangible assets. See “Long-Lived Assets” for our policy regarding impairment testing of purchased intangible assets with finite lives.

 

Purchased intangible assets with indefinite lives are assessed for potential impairment annually or when events or circumstances indicate that their carrying amounts might be impaired. We use a variety of methodologies in conducting impairment assessments of indefinite-lived intangible assets, including, but not limited to, discounted cash flow models, which are based on the assumptions we believe hypothetical marketplace participants would use. For indefinite-lived intangible assets, other than goodwill, if the carrying amount exceeds the fair value, an impairment charge is recognized in an amount equal to that excess. Acquired in-process research and development assets are initially recognized and measured at fair value and classified as indefinite-lived assets until the successful completion or abandonment of the associated research and development efforts. Accordingly, during the development period after acquisition, this asset is not amortized as charges to earnings. Completion of the associated research and development efforts would cause the indefinite-lived in-process research and development assets to become a definite-lived asset. As such, prior to commencing amortization the assets are tested for impairment.

 

We have the option to perform a qualitative assessment of indefinite-lived intangible assets, prior to completing the impairment test described above. The Company must assess whether it is more likely than not that the fair value of the intangible asset is less than its carrying amount. If the Company concludes that this is the case, it must perform the testing described above. Otherwise, the Company does not need to perform any further assessment.

 

Assumptions and estimates about future values and remaining useful lives of our acquired intangible assets are complex and subjective. They can be affected by a variety of factors, including external factors such as industry and economic trends and internal factors such as changes in our business strategy and our internal forecasts.

 

There were no impairment charges related to indefinite-lived intangible assets in 2018.

 

In 2017, we recorded a $3.8 million partial impairment related to indefinite-lived tradenames acquired in our ActiveVideo acquisition and included as part of our Cloud TV reporting unit, of which $1.3 million is attributable the noncontrolling interest. The impairment reflects changes resulting from the future projected cash flows of the business. The impairment is included in impairment of goodwill and intangible assets on the Consolidated Statements of Income.

 

In 2016, in-process research and development of $2.2 million was written off related to projects for which development efforts were abandoned subsequent to the Pace combination. The write off related to the CPE segment and was included in Integration, acquisition, restructuring and other costs on the Consolidated Statements of Income.

 

Our ongoing consideration of all the factors described previously could result in additional impairment charges in the future, which could adversely affect our net income.

 

Long-Lived Assets

 

Long-lived assets, including property, plant and equipment and intangible assets with finite lives, that are held and used by us are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability of long-lived assets is based on an estimate of the undiscounted future cash flows resulting from the use of the asset and its eventual disposition. To test for recovery, the Company groups assets (an “asset group”) in a manner that represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. If the sum of the expected future cash flows (undiscounted and pre-tax based upon policy decision) is less than the carrying amount, the Company recognizes an impairment loss. The impairment loss recognized is the amount by which the carrying amount of the asset or asset group exceeds the fair value. A variety of methodologies are used to determine the fair value of these assets, including discounted cash flow models, which are consistent with the assumptions the Company believes hypothetical marketplace participants would use. Measurement of an impairment loss for long-lived assets that management expects to hold, and use is based on the difference between the fair value of the asset and its carrying value. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell.

 

Other than certain assets abandoned or disposed of as part of restructuring actions, we did not identify any other impairments of definite-lived intangible assets or other long-lived assets in 2018, 2017 and 2016.

 

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c)Accounts Receivable and Allowance for Doubtful Accounts and Sales Returns

 

Accounts receivable are stated at amounts owed by the customers, net of allowance for doubtful accounts, sales returns and allowances. We establish a reserve for doubtful accounts based upon our historical experience and leading market indicators in collecting accounts receivable. A majority of our accounts receivable are from a few large cable system operators and telecommunication companies, either with investment rated debt outstanding or with substantial financial resources and have favorable payment histories. If we were to have a collection problem with one of our major customers, it is possible the reserve will not be sufficient. We calculate our reserve for uncollectible accounts using a model that considers customer payment history, recent customer press releases, bankruptcy filings, if any, Dun & Bradstreet reports, and financial statement reviews. Our calculation is reviewed by management to assess whether there needs to be an adjustment to the reserve for uncollectible accounts. The reserve is established through a charge to the provision and represents amounts of current and past due customer receivable balances of which management deems a loss to be both probable and estimable. Accounts receivable are charged to the allowance when determined to be no longer collectible.

 

In the event that we are not able to predict changes in the financial condition of our customers, resulting in an unexpected problem with collectability of receivables and our actual bad debts differ from estimates, or we adjust estimates in future periods, our established allowances may be insufficient and we may be required to record additional allowances. Alternatively, if we provided more allowances than are ultimately required, we may reverse a portion of such provisions in future periods based on our actual collection experience. In the event we adjust our allowance estimates, it could materially affect our operating results and financial position.

 

We also establish a reserve for sales returns and allowances. The reserve is an estimate of the impact of potential returns based upon historic trends.

 

d)Inventory Valuation

 

Inventory is stated at the lower of cost or net realizable value. Net realizable value is defined as the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. Inventory cost is determined on a first-in, first-out basis. The cost of work-in-process and finished goods is comprised of material, labor and overhead.

 

We continuously evaluate future usage of product and where supply exceeds demand, we may establish a reserve. In reviewing inventory valuations, we also review for obsolete items. This evaluation requires us to estimate future usage, which, in an industry where rapid technological changes and significant variations in capital spending by system operators are prevalent, is difficult. As a result, to the extent that we have overestimated future usage of inventory, the value of that inventory on our financial statements may be overstated. When we believe that we have overestimated our future usage, we adjust for that overstatement through an increase in cost of sales in the period identified as the inventory is written down to its net realizable value. Inherent in our valuations are certain management judgments and estimates, including markdowns, shrinkage, manufacturing schedules, possible alternative uses and future sales forecasts, which can significantly impact ending inventory valuation and gross margin. The methodologies utilized by ARRIS in its application of the above methods are consistent for all periods presented.

 

We conduct physical inventory counts at all ARRIS locations, either annually or through ongoing cycle-counts, to confirm the existence of our inventory.

 

e)Warranty

 

We offer warranties of various lengths to our customers depending on product specifics and agreement terms with our customers. We provide, by a current charge to cost of sales in the period in which the related revenue is recognized, an estimate of future warranty obligations. The estimate is based upon historical experience. The embedded product base, failure rates, cost to repair and warranty periods are used as a basis for calculating the estimate. We also provide, via a charge to current cost of sales, estimated expected costs associated with non-recurring product failures. In the event of a significant non-recurring product failure, the amount of the reserve may not be sufficient. In the event that our historical experience of product failure rates and costs of correcting product failures change, our estimates relating to probable losses resulting from a significant non-recurring product failure changes, or to the extent that other non-recurring warranty claims occur in the future, we may be required to record additional warranty reserves. Alternatively, if we provided more reserves than we needed, we may reverse a portion of such provisions in future periods. In the event we change our warranty reserve estimates, the resulting charge against future cost of sales or reversal of previously recorded charges may materially affect our operating results and financial position.

 

f)Income Taxes

 

Considerable judgment must be exercised in determining the proper amount of deferred income tax assets to record on the balance sheet and in concluding as to the correct amount of income tax liabilities relating to uncertain tax positions.

 

Deferred income tax assets must be evaluated quarterly and a valuation allowance should be established and maintained when it is more-likely-than-not that all or a portion of deferred income tax assets will not be realized. In determining the likelihood of realizing deferred income tax assets, management must consider all positive and negative evidence, such as the probability of future taxable income, tax planning, and the historical profitability of the entity in the jurisdiction where the asset has been recorded. Significant judgment must also be utilized by management in modeling the future taxable income of a legal entity in a particular jurisdiction. Whenever management subsequently concludes that it is more-likely-than-not that a deferred income tax asset will be realized, the valuation allowance must be partially or totally removed.

 

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Uncertain tax positions occur, and a resulting income tax liability is recorded, when management concludes that an income tax position fails to achieve a more-likely-than-not recognition threshold. In evaluating whether an income tax position is uncertain, management must presume the income tax position will be examined by the relevant taxing authority that has full knowledge of all relevant information and management must consider the technical merits of an income tax position based on the statutes, legislative intent, regulations, rulings and case law specific to each income tax position. Uncertain income tax positions must be evaluated quarterly and, when they no longer fail to meet the more-likely-than-not recognition threshold, the related income tax liability must be derecognized.

 

On December 22, 2017, the 2017 Tax Cuts and Jobs Act (“the Act”) was enacted into law. The new legislation contains several key tax provisions that affected us, specifically for the year ended December 31, 2017, including a one-time mandatory transition tax on accumulated foreign earnings and a remeasurement of certain deferred tax assets and liabilities to reflect the reduced corporate income tax rate of 21% effective January 1, 2018. The accounting for the tax effects of the Act has been completed as of December 31, 2018.

 

Impact of Recently Issued Accounting Pronouncements

 

Accounting pronouncements that have recently been issued but have not yet been implemented by us are described in Note 3 Impact of Recently Issued Accounting Standards of Notes to the Consolidated Financial Statements, which describes the potential impact that these pronouncements are expected to have on our financial position, results of operations and cash flows.

 

Forward-Looking Statements

 

Certain information and statements contained in this Management’s Discussion and Analysis of Financial Condition and Results of Operations and other sections of this report, including statements using terms such as “may,” “expect,” “anticipate,” “intend,” “estimate,” “believe,” “plan,” “continue,” “could be,” or similar variations thereof, constitute forward-looking statements with respect to the financial condition, results of operations, and business of ARRIS and the proposed transaction with CommScope, including statements that are based on current expectations, estimates, forecasts, and projections about the markets in which we operate and management’s beliefs and assumptions regarding these markets. These and any other statements in this document that are not statements about historical facts also are “forward-looking statements.” We caution investors that forward-looking statements made by us are not guarantees of future performance and that a variety of factors could cause our actual results to differ materially from the anticipated results or other expectations expressed in our forward-looking statements. Important factors that could cause results or events to differ from current expectations are described in the risk factors set forth in Item 1A, “Risk Factors.” These factors are not intended to be an all-encompassing list of risks and uncertainties that may affect the operations, performance, development and results of our business, but instead are the risks that we currently perceive as potentially being material. In providing forward-looking statements, we expressly disclaim any obligation to update publicly or otherwise these statements, whether as a result of new information, future events or otherwise except to the extent required by law.

 

Item 7A.Quantitative and Qualitative Disclosures About Market Risk

 

We are exposed to various market risks, including interest rates and foreign currency rates. The following discussion of our risk-management activities includes “forward-looking statements” that involve risks and uncertainties. Actual results could differ materially from those projected in the forward-looking statements.

 

A significant portion of our products are manufactured or assembled in Brazil, China and Mexico, and we have research and development centers outside the United States in Canada, China, France, India, Ireland, Israel, Singapore, Sweden, Taiwan and United Kingdom. Our sales into international markets have been and are expected in the future to be an important part of our business. These foreign operations are subject to the usual risks inherent in conducting business abroad, including risks with respect to currency exchange rates, economic and political destabilization, restrictive actions and taxation by foreign governments, nationalization, the laws and policies of the U.S. affecting trade, foreign investment and loans, and foreign tax laws.

 

We have certain international customers who are billed in their local currency, and we have certain predictable expenditures for international operations in local currency. Additionally, certain intercompany transactions are denominated in foreign currencies and subject to revaluation. Changes in the monetary exchange rates may adversely affect our results of operations and financial condition. To manage the volatility relating to these typical business exposures, we use a hedging strategy and may enter into various derivative transactions, when appropriate. We do not hold or issue derivative instruments for trading or other speculative purposes. The euro is the predominant currency of the customers who are billed in their local currency. Additionally, we face certain other working capital exposures related to both the euro and the British pound, and we are also subject to the revaluation of one of our long-term pension obligations denominated in the New Taiwan dollar. Taking into account the effects of foreign currency fluctuations of the euro, the British pound, the New Taiwan dollar, the Brazilian real, the South African rand, the Australian dollar and the Canadian dollar versus the U.S. dollar, a hypothetical 10% appreciation or depreciation in the value of the U.S. dollar against these foreign currencies from the prevailing market rates would result in a corresponding decrease or increase, respectively, of $18.8 million in the underlying exposures as of December 31, 2018.

 

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All indebtedness under our senior secured credit facilities bears interest at variable rates based on LIBOR plus an applicable spread.  We entered into interest rate swap arrangements to convert a notional amount of $1,075.0 million of our variable rate debt based on one-month LIBOR to a fixed rate. This objective of these swaps is to manage the variability of cash flows in the interest payments related to the portion of the variable rate debt designated as being hedged.

 

Item 8.Consolidated Financial Statements and Supplementary Data

 

The report of our independent registered public accounting firm and consolidated financial statements and notes thereto for the Company are included in this Report and are listed in the Index to Consolidated Financial Statements.

 

Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 

Not Applicable

 

Item 9A.Controls and Procedures

 

(a) Evaluation of Disclosure Controls and Procedures. Management, with the participation and supervision of our principal executive officer and principal financial officer evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as of the end of the period covered by this report (the “Evaluation Date”). Based on that evaluation, our principal executive officer and principal financial officer concluded that, as of the Evaluation Date, our disclosure controls and procedures were effective as contemplated by the Act.

 

(b) Changes in Internal Control over Financial Reporting. Management, with the participation and supervision of our principal executive officer and principal financial officer evaluated the changes in our internal control over financial reporting that occurred during the most recent fiscal quarter. Based on that evaluation, management concluded that, there had been no change in our internal control over financial reporting during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. 

 

 

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MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

 

ARRIS International plc’s management is responsible for establishing and maintaining an adequate system of internal control over financial reporting as required by the Sarbanes-Oxley Act of 2002 and as defined in Exchange Act Rule 13a-15(f). A control system can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

 

Under management’s supervision, an evaluation of the design and effectiveness of ARRIS International plc’s internal control over financial reporting was conducted based on the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (COSO). Based on this evaluation, management concluded that ARRIS International plc’s internal control over financial reporting was effective as of December 31, 2018.

 

The effectiveness of ARRIS International plc’s internal control over financial reporting as of December 31, 2018 has been audited by Ernst & Young LLP, an independent registered public accounting firm retained as auditors of ARRIS International plc’s financial statement, as stated in their report which is included herein.

 

/s/ BRUCE MCCLELLAND  
Bruce W. McClelland  
Chief Executive Officer  

 

/s/ DAVID B. POTTS  
David B. Potts  
Executive Vice President, Chief Financial Officer and Chief Accounting Officer  

 

March 1, 2019

 

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Report of Independent Registered Public Accounting Firm

 

To the Stockholders and the Board of Directors of ARRIS International plc

 

Opinion on Internal Control over Financial Reporting

 

We have audited ARRIS International plc’s internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, ARRIS International plc (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018, based on the COSO criteria.

 

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2018 and 2017, and the related consolidated statements of income, comprehensive income, cash flows and stockholders’ equity for each of the three years in the period ended December 31, 2018, and the related notes and our report dated March 1, 2019 expressed an unqualified opinion thereon.

 

Basis for Opinion

 

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

 

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

 

Definition and Limitations of Internal Control Over Financial Reporting

 

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

Atlanta, Georgia /s/ Ernst & Young LLP
March 1, 2019  

 

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 

    Page
Report of Independent Registered Public Accounting Firm   69
Consolidated Balance Sheets at December 31, 2018 and 2017   70
Consolidated Statements of Income for the years ended December 31, 2018, 2017 and 2016   71
Consolidated Statements of Comprehensive Income for the years ended December 31, 2018, 2017 and 2016   72
Consolidated Statements of Cash Flows for the years ended December 31, 2018, 2017 and 2016   73
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2018, 2017 and 2016   75
Notes to the Consolidated Financial Statements   76

 

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Report of Independent Registered Public Accounting Firm

 

To the Stockholders and the Board of Directors of ARRIS International plc

 

Opinion on the Financial Statements

 

We have audited the accompanying consolidated balance sheets of ARRIS International plc as of December 31, 2018 and 2017, and the related consolidated statements of income, comprehensive income, cash flows and stockholders’ equity for each of the three years in the period ended December 31, 2018, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2018, in conformity with U.S. generally accepted accounting principles.

 

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated March 1, 2019 expressed an unqualified opinion thereon.

 

Basis for opinion

 

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

  /s/ Ernst & Young LLP

 

We have served as the Company’s auditor since 1992.

 

Atlanta, Georgia

March 1, 2019

 

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ARRIS INTERNATIONAL PLC

CONSOLIDATED BALANCE SHEETS

 

   December 31, 
   2018   2017 
   (in thousands, except share and per share data) 
ASSETS    
Current assets:          
Cash and cash equivalents  $729,933   $487,573 
Short-term investments, at fair value   5,538    23,874 
Total cash, cash equivalents and short-term investments   735,471    511,447 
Accounts receivable (net of allowances for doubtful accounts of $7,442 in 2018 and $10,230 in 2017)   1,225,975    1,218,089 
Other receivables   222,368    157,845 
Inventories (net of reserves of $63,581 in 2018 and $69,459 in 2017)   740,205    825,211 
Prepaid income taxes   17,391    28,351 
Prepaids   26,978    26,644 
Other current assets   144,251    145,953 
Total current assets   3,112,639    2,913,540 
Property, plant and equipment (net of accumulated depreciation of $391,177 in 2018 and $367,954 in 2017)   287,671    372,467 
Goodwill   2,240,642    2,278,512 
Intangible assets (net of accumulated amortization of $1,988,963 in 2018 and $1,599,573 in 2017)   1,403,659    1,771,362 
Investments   45,295    71,082 
Deferred income taxes   175,405    115,436 
Other assets   62,558    101,858 
Total assets  $7,327,869   $7,624,257 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY          
Current liabilities:          
Accounts payable  $1,288,827   $1,206,656 
Accrued compensation, benefits and related taxes   141,565    155,966 
Accrued warranty   36,988    44,507 
Deferred revenue   111,254    115,224 
Current portion of long-term debt and financing lease obligation   83,862    83,559 
Income taxes payable   2,964    6,244 
Other accrued liabilities   302,307    321,113 
Total current liabilities   1,967,767    1,933,269 
Long-term debt and financing lease obligation, net of current portion   2,032,382    2,116,244 
Accrued pension   25,303    42,637 
Noncurrent deferred revenue   58,744    54,090 
Noncurrent income taxes   119,047    144,665 
Deferred income taxes   46,784    68,888 
Other noncurrent liabilities   71,994    80,430 
Total liabilities   4,322,021    4,440,223 
           
Stockholders’ equity:          
Ordinary shares, nominal value £0.01 per share, 174.0 million and 185.2 million shares issued and outstanding in 2018 and 2017, respectively   2,623    2,768 
Capital in excess of par value   3,468,728    3,387,128 
Accumulated deficit   (466,165)   (225,881)
Accumulated other comprehensive (loss) income   (13,345)   4,552 
Total ARRIS International plc stockholders’ equity   2,991,841    3,168,567 
Stockholders’ equity attributable to noncontrolling interest   14,007    15,467 
Total stockholders’ equity   3,005,848    3,184,034 
Total liabilities and stockholders’ equity  $7,327,869   $7,624,257 

 

See accompanying notes to the consolidated financial statements.

 

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CONSOLIDATED STATEMENTS OF INCOME

 

   For the Years Ended December 31, 
   2018   2017   2016 
   (in thousands, except per share data) 
Net sales  $6,742,640   $6,614,392   $6,829,118 
Cost of sales   4,823,781    4,948,153    5,121,501 
Gross margin   1,918,859    1,666,239    1,707,617 
Operating expenses:               
Selling, general, and administrative expenses   667,053    475,369    454,190 
Research and development expenses   644,038    539,094    584,909 
Amortization of intangible assets   383,561    375,407    397,464 
Impairment of goodwill and intangible assets   3,400    55,000    2,200 
Integration, acquisition, restructuring and other costs, net   41,922    98,357    158,137 
Total operating expenses   1,739,974    1,543,227    1,596,900 
Operating income   178,885    123,012    110,717 
Other expense (income):               
Interest expense   95,086    87,088    79,817 
Loss on investments   308    11,066    21,194 
Loss (gain) on foreign currency   3,834    9,757    (13,982)
Interest income   (8,341)   (7,975)   (4,395)
Other (income) expense, net   5,056    1,873    3,991 
Income before income taxes   82,942    21,203    24,092 
Income tax (benefit) expense   (24,344)   (44,921)   15,131 
Consolidated net income   107,286    66,124    8,961 
Net loss attributable to noncontrolling interest   (6,454)   (25,903)   (9,139)
Net income attributable to ARRIS International plc.  $113,740   $92,027   $18,100 
Net income per ordinary share (1):               
Basic  $0.63   $0.49   $0.09 
Diluted  $0.62   $0.49   $0.09 
Weighted average ordinary shares:               
Basic   180,147    187,133    190,701 
Diluted   182,041    189,616    192,185 

 

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

 

See accompanying notes to the consolidated financial statements.

  

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

 

   For the Years Ended December 31, 
   2018   2017   2016 
   (in thousands) 
Consolidated net income  $107,286   $66,124   $8,961 
Available-for-sale securities:               
Unrealized gain (loss) on available-for-sale securities, net of tax of $0, $(288) and $6 in 2018, 2017 and 2016, respectively       471    (11)
Reclassification adjustments recognized in net income, net of tax of $(2), $(33) and $(9) in 2018, 2017 and 2016, respectively   6    54    15 
Net change in available-for-sale   6    525    4 
Derivative instruments:               
Unrealized gain on derivative instruments, net of tax of $(30), $(1,797) and $(472) in 2018, 2017 and 2016, respectively   1,091    3,790    1,631 
Reclassification adjustments recognized in net income, net of tax of $77, $(535) and $(1,691) in 2018, 2017 and 2016, respectively   (2,774)   1,128    5,821 
Net change in derivative instruments   (1,683)   4,918    7,452 
Pension obligations:               
Unrealized gain (loss) on pension obligations, net of tax of $(825), $1,391 and $1,425 in 2018, 2017 and 2016, respectively   2,338    (2,487)   (2,934)
Reclassification adjustments recognized in net income, net of tax of $(2,209), $(170) and $(155) in 2018, 2017 and 2016, respectively   6,263    304    319 
Net change in pension obligations   8,601    (2,183)   (2,615)
Cumulative translation adjustments   (24,110)   (2,050)   11,096 
Other comprehensive (loss) income, net of tax   (17,186)   1,210    15,937 
Comprehensive income   90,100    67,334    24,898 
Comprehensive loss attributable to noncontrolling interest   (6,411)   (25,954)   (9,127)
Comprehensive income attributable to ARRIS International plc  $96,511   $93,288   $34,025 

 

See accompanying notes to the consolidated financial statements.

 

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CONSOLIDATED STATEMENTS OF CASH FLOWS

 

  

Years Ended December 31,

 
  

2018

  

2017

 

2016

   (in thousands) 
Operating activities:               
Consolidated net income  $107,286   $66,124   $8,961 
Depreciation   83,686    88,195    90,577 
Amortization of acquired intangible assets   391,074    382,416    404,475 
Amortization of deferred financing fees and debt discount   4,811    7,960    7,705 
Deferred income taxes   (68,812)   (74,465)   (148,418)
Foreign currency remeasurement of deferred taxes   (477)   9,360    (16,356)
Stock-based compensation expense   85,233    81,557    60,049 
Impairment of goodwill and intangible assets   3,400    55,000    2,200 
Provision for non-cash warrants           30,159 
Provision (recovery) for doubtful accounts   (462)   (566)   1,386 
(Gain) loss on disposal of property, plant & equipment and other   (10,774)   7,063    8,706 
Loss on investments and other   517    11,066    21,194 
Excess income tax benefits from stock-based compensation plans           (20,085)
Changes in operating assets and liabilities, net of effect of acquisitions and dispositions:               
Accounts receivable   (22,138)   175,930    (258,677)
Other receivables   (64,523)   (84,652)   (31,517)
Inventories   81,815    (224,582)   282,644 
Accounts payable and accrued liabilities   24,948    49,988    (178,086)
Prepaids and other, net   33,418    (16,583)   98,263 
Net cash provided by operating activities   649,002    533,811    363,180 
Investing activities:               
Purchases of investments   (64,454)   (68,493)   (141,543)
Sales of investments   79,473    165,301    25,931 
Proceeds from dividends on equity investments   9,966    826    2,903 
Purchases of property, plant and equipment   (63,616)   (78,072)   (66,760)
Proceeds from sale of property, plant and equipment   74,425        29 
Purchases of intangible assets   (423)   (6,422)   (5,526)
Acquisition, net of cash acquired   (1,152)   (760,802)   (340,118)
Other, net   9,352        575 
Net cash provided by (used in) investing activities   43,571    (747,662)   (524,509)

 

See accompanying notes to the consolidated financial statements.

 

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CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

 

  

Years Ended December 31,

 
  

2018

  

2017

  

2016

 
   (in thousands) 
Financing activities:               
Proceeds from issuance of shares, net  $20,186   $17,469   $