Form 8-K ARRIS GROUP INC For: Feb 18

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): February 18, 2015

 

 

ARRIS Group, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		000-31254		46-1965727
(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

Not Applicable

Former name or former address, if changed since last report

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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Item 2.02.

Results of Operations and Financial Condition.

On February 18, 2015, ARRIS Group, Inc. issued a press release regarding preliminary and unaudited financial results for the fourth quarter and full year 2014 results. The press release is attached hereto as Exhibit 99.1 and is incorporated by reference.

 

Item 9.01.

Financial Statements and Exhibits.

 

99.1		Press Release dated February 18, 2015

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: February 18, 2015

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EXHIBIT INDEX

 

99.1		Press Release dated February 18, 2015

Exhibit 99.1

 

FOR IMMEDIATE RELEASE		Contact:		Bob Puccini
				Investor Relations
				(720) 895-7787
				[email protected]

ARRIS ANNOUNCES PRELIMINARY AND UNAUDITED

FOURTH QUARTER and FULL YEAR 2014 RESULTS

Suwanee, Ga. (February 18, 2015) ARRIS Group, Inc. (NASDAQ: ARRS) today announced preliminary and unaudited financial results for the fourth quarter and full year 2014.

Comparisons to prior periods may not be meaningful as a result of the Company’s acquisition of Motorola Home, which closed on April 17, 2013.

Fourth Quarter 2014 Financial Highlights

 

•

Revenues were $1,263.4 million

 

•

Adjusted net income (a non-GAAP measure) was $0.78 per diluted share which includes a $0.12 per diluted share benefit related to research & development tax credits

 

•

GAAP net income was $1.29 per diluted share

 

•

The Company ended 2014 with $697.4 million of cash resources

 

•

Order backlog was $631.0 million

 

•

The Company’s book-to-bill ratio was 1.03

 

•

The Company recorded an additional $127 million of tax benefits related to the Motorola Home acquisition

“2014 was an outstanding year for ARRIS. We grew our revenues to over $5.3B, introduced several key products, made significant market share gains, and achieved important design wins scheduled for launch later in 2015. I look forward to increasing momentum in 2015 as the year progresses and the pending industry transactions are completed.” said Bob Stanzione, ARRIS Chairman and CEO.

“We posted strong fourth quarter and 2014 results. We generated significant cash flow in the year, reduced leverage under our credit agreement to below 2x and enter 2015 with a strong balance sheet.” said David Potts, ARRIS EVP & CFO. “With respect to the first quarter 2015, we now project that revenues for the Company will be in the range of $1,200 to $1,240 million, with adjusted net income per diluted share in the range of $0.40 to $0.45 and GAAP net income per diluted share in the range of $0.08 to $0.13. Our business in the first quarter is being impacted by anticipated reductions in volume, product mix, and price reductions implemented at the beginning of the year.”

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Revenues in the fourth quarter 2014 were $1,263.4 million as compared to fourth quarter 2013 revenues of $1,199.1 million. Third quarter 2014 revenues were $1,405.4 million.

For the full year 2014 and 2013, revenues were $5,322.9 million and $3,620.9 million, respectively. 2013 revenues include the revenues of Motorola Home following the closing of the acquisition on April 17, 2013.

Adjusted net income (a non-GAAP measure) in the fourth quarter 2014 was $0.78 per diluted share, compared to $0.54 per diluted share for the fourth quarter 2013. Adjusted net income (a non-GAAP measure) for the third quarter 2014 was $0.81 per diluted share. The fourth quarter 2014 adjusted net income includes a $0.12 benefit related to the full year impact of research & development tax credits resulting from Congress passing legislation in December 2014.

Full year, adjusted net income was $2.76 per diluted share for 2014 as compared to $1.66 per diluted share in 2013.2013 excludes the adjusted net income of Motorola Home prior to April 17, 2013. A reconciliation of adjusted net income to GAAP net income per diluted share is attached to this release and also can be found on the Company’s website (www.arris.com).

GAAP net income in the fourth quarter 2014 was $1.29 per diluted share, as compared to fourth quarter 2013 GAAP net loss of $(0.02) per diluted share and third quarter 2014 GAAP net income of $0.37 per diluted share. The fourth quarter 2014 GAAP net income includes a net $0.85 benefit associated with certain tax matters, in particular and as previously disclosed, the recording of tax assets related to the Motorola Home acquisition.

Full year, GAAP net income was $2.21 per diluted share in 2014 as compared to GAAP net loss of $(0.37) per diluted share in 2013. 2013 includes the net income of Motorola Home following the closing of the acquisition on April 17, 2013.

Cash & Cash Equivalents - The Company ended the fourth quarter 2014 with $697.4 million of cash resources, which includes $692.5 million of cash, cash equivalents and short-term investments, and $4.9 million of long-term marketable securities, as compared to $599.1 million, in the aggregate, at the end of the third quarter 2014. The Company generated $125.5 million of cash from operating activities during the fourth quarter 2014, as compared to $190.6 million generated during the fourth quarter 2013. During the full year of 2014, the Company generated $462.6 million of cash from operating activities, which compares to $570.8 million generated during 2013.

Order backlog at the end of the fourth quarter 2014 was $631.0 million as compared to $538.6 million and $594.1 million at the end of the fourth quarter 2013 and the third quarter 2014, respectively. The Company’s book-to-bill ratio in the fourth quarter 2014 was 1.03 as compared to the fourth quarter 2013 of 1.01 and the third quarter 2014 of 0.86.

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ARRIS management will conduct a conference call at 5:00 pm EDT, today, Wednesday, February 18, 2015, to discuss these results in detail. You may participate in this conference call by dialing 888-679-8035 or 617-213-4848 for international calls prior to the start of the call and providing the ARRIS Group, Inc. name, conference pass code 66180934 and Bob Puccini as the moderator. Please note that ARRIS will not accept any calls related to this earnings release until after the conclusion of the conference call. A replay of the conference call can be accessed approximately two hours after the call through February 25, 2015 by dialing 888-286-8010 or 617-801-6888 for international calls and using the pass code 57670802. A replay also will be made available for a period of 12 months following the conference call on ARRIS’ website at www.arris.com.

About ARRIS

ARRIS is a global innovator in IP, video and broadband technology. We have continually worked with our customers to transform the experience of entertainment and communications for millions of people around the world. The people of ARRIS are dedicated to the success of our customers, bringing a passion for invention that has fueled our history: We created digital TV, delivered the first wireless broadband gateway and are pioneering the standards and pathways for tomorrow’s personalized, Ultra HD, multiscreen, and cloud services. We are dedicated to meeting today’s challenges and preparing for the tasks the future holds. Collaborating with our customers, ARRIS will continue to solve the most pressing challenges of 21st century communications. Together, we are inventing the future. For more information: www.arris.com

Forward-looking statements:

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

 

•

growth expectations and business prospects;

 

•

revenues and net income for the first quarter 2015, and beyond;

 

•

expected sales levels and acceptance of new ARRIS products; and

 

•

the general market outlook and industry trends

are forward-looking statements. These statements involve risks and uncertainties that may cause actual results to differ materially from those set forth in these statements. Among other things,

 

•

projected results for the first quarter 2015 as well as the general outlook for 2015 and beyond are based on preliminary estimates, assumptions and projections that management believes to be reasonable at this time, but are beyond management’s control;

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•

ARRIS’ customers operate in a capital intensive consumer based industry, and volatility in the capital markets or changes in customer spending may adversely impact their ability or willingness to purchase the products that the Company offers;

 

•

the strengthening U.S. Dollar may adversely impact our international customer’s ability or willingness to purchase products and the pricing of our products;

 

•

labor disruptions at U.S. West Coast port facilities may delay our ability to deliver products and recognize related revenue as originally scheduled and may increase our shipping costs;

 

•

because the market in which ARRIS operates is volatile, actions taken and contemplated may not achieve the desired impact relative to changing market conditions and the success of these strategies will be dependent on the effective implementation of those plans while minimizing organizational disruption; and

 

•

announced transactions within our customer base, including the proposed acquisition of Time Warner by Comcast, the proposed acquisition of DIRECTV by AT&T, and the proposed acquisition by Frontier Communications of several properties owned by Verizon may have an impact on customer’s spending.

In addition to the factors set forth elsewhere in this release, other factors that could cause results to differ from current expectations include: the impact of rapidly changing technologies; the impact of competition on product development and pricing; the ability of ARRIS to react to changes in general industry and market conditions including regulatory developments; rights to intellectual property, market trends and the adoption of industry standards. These factors are not intended to be an all-encompassing list of risks and uncertainties that may affect the Company’s business. Additional information regarding these and other factors can be found in ARRIS’ reports filed with the Securities and Exchange Commission, including its Form 10-Q for the quarter ended September 30, 2014. In providing forward-looking statements, the Company expressly disclaims any obligation to update publicly or otherwise these statements, whether as a result of new information, future events or otherwise.

# # # # #

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ARRIS GROUP, INC.

PRELIMINARY CONSOLIDATED BALANCE SHEETS

(in thousands)

(unaudited)

 

		December 31, 2014				September 30, 2014				June 30, 2014				March 31, 2014				December 31, 2013
ASSETS
Current assets:
Cash and cash equivalents		$	565,790			$	526,999			$	483,277			$	440,707			$	442,438
Short-term investments, at fair value			126,748				66,817				68,586				80,818				67,360
Total cash, cash equivalents and short term investments			692,538				593,816				551,863				521,525				509,798
Restricted cash			966				1,022				1,096				1,076				1,079
Accounts receivable, net			598,603				684,722				723,527				714,072				619,571
Other receivables			10,640				18,227				14,610				11,694				8,366
Inventories, net			401,165				368,628				297,848				286,058				330,129
Prepaid income taxes			11,023				4,431				32,802				51,758				13,034
Prepaids			27,497				34,311				33,715				15,986				61,482
Current deferred income tax assets			113,390				64,948				79,070				80,427				77,167
Other current assets			133,070				78,283				72,069				68,986				57,418
Total current assets			1,988,892				1,848,388				1,806,600				1,751,582				1,678,044
Property, plant and equipment, net			294,811				371,496				376,509				388,653				396,152
Goodwill			936,067				938,265				944,115				940,149				940,402
Intangible assets, net			943,388				1,000,441				1,057,557				1,114,231				1,176,192
Investments			77,640				74,985				68,852				72,372				71,176
Noncurrent deferred income tax assets			71,686				12,567				20,468				21,862				7,678
Other assets			53,161				59,102				56,719				56,180				52,363
		$	4,365,645			$	4,305,244			$	4,330,820			$	4,345,029			$	4,322,007
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable		$	480,150			$	577,319			$	636,283			$	545,702			$	606,340
Accrued compensation, benefits and related taxes			145,278				130,116				101,644				93,251				116,262
Accrued warranty			42,763				51,277				54,546				53,940				48,755
Deferred revenue			92,772				102,717				114,489				126,451				69,071
Current portion of long-term debt			73,956				67,062				60,171				53,268				53,254
Current income taxes liability			10,610				15,344				19,672				13,508				3,068
Other accrued liabilities			164,341				178,099				192,345				193,507				198,277
Total current liabilities			1,009,870				1,121,934				1,179,150				1,079,627				1,095,027
Long-term debt, net of current portion			1,467,370				1,487,585				1,507,796				1,677,712				1,691,034
Accrued pension			64,917				59,667				59,552				58,733				58,657
Noncurrent income taxes payable			41,082				31,141				22,597				21,913				21,048
Noncurrent deferred income tax liabilities			274				42,926				74,297				83,903				74,791
Other noncurrent liabilities			91,371				71,882				68,512				62,675				62,463
Total liabilities			2,674,884				2,815,135				2,911,904				2,984,563				3,003,020
Stockholders’ equity:
Preferred stock			—				—				—				—				—
Common stock			1,796				1,792				1,795				1,794				1,766
Capital in excess of par value			1,739,700				1,725,383				1,710,845				1,689,907				1,688,782
Treasury stock at cost			(306,330	)			(306,330	)			(306,330	)			(306,330	)			(306,330	)
Unrealized gain (loss) on marketable securities			25				(77	)			150				27				306
Unfunded pension liability			(7,181	)			(2,416	)			(2,416	)			(2,416	)			(2,416	)
Unrealized loss on derivative Instruments			(3,166	)			(1,959	)			(4,503	)			(2,660	)			(2,541	)
Retained earnings (deficit)			266,642				73,881				19,255				(19,769	)			(60,569	)
Cumulative translation adjustments			(725	)			(165	)			120				(87	)			(11	)
Total stockholders’ equity			1,690,761				1,490,109				1,418,916				1,360,466				1,318,987
		$	4,365,645			$	4,305,244			$	4,330,820			$	4,345,029			$	4,322,007

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ARRIS GROUP, INC.

PRELIMINARY CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)

 

		For the Three Months Ended December 31,								For the Twelve Months Ended December 31,
		2014				2013				2014				2013
Net sales		$	1,263,387			$	1,199,067			$	5,322,921			$	3,620,902
Cost of sales			882,812				832,697				3,740,425				2,598,154
Gross margin			380,575				366,370				1,582,496				1,022,748
Operating expenses:
Selling, general, and administrative expenses			95,577				110,561				410,568				338,252
Research and development expenses			135,498				129,471				556,575				425,825
Amortization of intangible assets			56,685				65,066				236,521				193,637
Integration, acquisition, restructuring and other costs			3,252				11,921				37,498				83,047
			291,012				317,019				1,241,162				1,040,761
Operating income (loss)			89,563				49,351				341,334				(18,013	)
Other expense (income):
Interest expense			13,860				19,457				62,901				67,888
Loss (gain) on investments			(318	)			4,242				10,961				2,698
Loss (gain) on foreign currency			(1,123	)			(777	)			2,637				(3,502	)
Interest income			(652	)			(626	)			(2,590	)			(2,936	)
Other (income) expense, net			21,665				632				28,195				13,989
Income (loss) before income taxes			56,131				26,423				239,230				(96,150	)
Income tax expense (benefit)			(136,630	)			29,240				(87,981	)			(47,390	)
Net income (loss)		$	192,761			$	(2,817	)		$	327,211			$	(48,760	)
Net income (loss) per common share:
Basic		$	1.33			$	(0.02	)		$	2.27			$	(0.37	)
Diluted		$	1.29			$	(0.02	)		$	2.21			$	(0.37	)
Weighted average common shares:
Basic			145,281				139,333				144,387				131,980
Diluted			149,124				139,333				148,280				131,980

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ARRIS GROUP, INC.

PRELIMINARY CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

 

		For the Three Months Ended December 31,								For the Twelve Months Ended December 31,
		2014				2013				2014				2013
Operating Activities:
Net income (loss)		$	192,761			$	(2,817	)		$	327,211			$	(48,760	)
Depreciation			18,775				18,949				78,988				61,516
Amortization of intangible assets			56,916				65,066				236,751				193,637
Amortization of deferred finance fees and debt discount			2,199				4,983				11,575				9,982
Non-cash interest expense			—				—				—				9,926
Deferred income tax provision (benefit)			(151,869	)			(1,212	)			(171,372	)			(55,763	)
Stock compensation expense			13,987				11,136				53,799				35,789
Reduction in revenue related to Comcast investment in ARRIS			—				—				—				13,182
Mark-to-market fair value adjustment related to Comcast investment in ARRIS			—				—				—				13,189
Provision for doubtful accounts			51				(663	)			5,336				(658	)
Loss on disposal of fixed assets			1,119				1,282				4,247				1,657
Non-cash restructuring and related charges			—				—				—				6,761
Loss (gain) on investments			(316	)			4,243				10,963				2,698
Excess tax benefits from stock-based compensation plans			1,157				(761	)			(13,494	)			(7,178	)
Changes in operating assets & liabilities, net of effects of acquisitions and disposals:
Accounts receivable			86,068				(8,552	)			17,400				9,241
Other receivables			7,468				(3,277	)			(2,997	)			(2,182	)
Inventory			(32,537	)			13,766				(71,036	)			74,111
Income taxes payable/recoverable			(1,385	)			28,505				29,617				(9,214	)
Accounts payable and accrued liabilities			(117,631	)			92,037				(115,039	)			247,301
Prepaids and other, net			48,747				(32,037	)			60,652				15,611
Net cash provided by operating activities			125,510				190,648				462,601				570,846
Investing Activities:
Purchases of investments			(94,734	)			(8,210	)			(135,635	)			(112,756	)
Disposals of investments			30,360				86,547				59,679				479,781
Proceeds from equity investments			—				14,780				—				14,780
Purchases of property, plant & equipment, net			(14,829	)			(18,060	)			(56,588	)			(71,443	)
Sale of property, plant & equipment			—				30				19				120
Cash paid for acquisition, net of cash acquired			—				—				84				(2,208,114	)
Net cash provided by (used in) investing activities			(79,203	)			75,087				(132,441	)			(1,897,632	)
Financing Activities:
Proceeds from issuance of debt			—				—				—				1,925,000
Cash paid for debt discount			—				—				—				(9,853	)
Payment of debt obligations			(13,750	)			(372,784	)			(209,653	)			(404,409	)
Early redemption of long-term debt			—				—				—				(79	)
Deferred financing costs paid			—				(368	)			—				(42,724	)
Excess income tax benefits from stock-based compensation plans			(1,157	)			761				13,494				7,178
Repurchase of shares to satisfy employee minimum tax withholdings			(240	)			(141	)			(29,845	)			(12,664	)
Fees and proceeds from issuance of common stock, net			7,631				8,121				19,196				175,072
Net cash provided by (used in) financing activities			(7,516	)			(364,411	)			(206,808	)			1,637,521
Net increase (decrease) in cash and cash equivalents			38,791				(98,676	)			123,352				310,735
Cash and cash equivalents at beginning of period			526,999				541,114				442,438				131,703
Cash and cash equivalents at end of period		$	565,790			$	442,438			$	565,790			$	442,438

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ARRIS GROUP, INC.

PRELIMINARY SUPPLEMENTAL SALES & NET INCOME RECONCILIATION

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

 

		Q3 2013								Q4 2013								Q3 2014								Q4 2014								Year 2013 (1)								Year 2014
		Amount				Per Diluted Share				Amount				Per Diluted Share				Amount				Per Diluted Share				Amount				Per Diluted Share				Amount								Amount
Sales		$	1,067,823							$	1,199,067							$	1,405,445							$	1,263,387							$	3,620,877							$	5,322,921
Highlighted items:
Reduction in revenue related to Comcast investment in ARRIS			—								—								—								—								13,182								—
Acquisition accounting impacts of deferred revenue			1,556								3,148								780								616								7,121								5,091
Sales excluding highlighted items		$	1,069,379							$	1,202,215							$	1,406,225							$	1,264,003							$	3,641,180							$	5,328,012
		Q4 2013								Q4 2013								Q3 2014								Q4 2014								Year 2013 (1)								Year 2014
		Amount				Per Diluted Share				Amount				Per Diluted Share				Amount				Per Diluted Share				Amount				Per Diluted Share				Amount				Per Diluted Share				Amount				Per Diluted Share
Net income (loss)		$	17,170			$	0.12			$	(2,817	)		$	(0.02	)(2)		$	54,626			$	0.37			$	192,761			$	1.29			$	(48,760	)			(0.37	)(2)		$	327,211			$	2.21
Highlighted items:
Impacting gross margin:
Reduction in revenue related to Comcast investment in ARRIS			—				—				—				—				—				—				—				—				13,182				0.10				—				—
Acquisition accounting impacts related to inventory			—				—				(3,818	)			(0.03	)			—				—				—				—				53,782				0.40				—				—
Product rationalization			—				—				2,891				0.02				—				—				—				—				16,473				0.12				—				—
Stock compensation expense			1,248				0.01				1,324				0.01				1,824				0.01				1,782				0.01				4,269				0.03				6,716				0.05
Acquisition accounting impacts of deferred revenue			1,006				0.01				3,067				0.02				47				—				400				—				5,545				0.04				3,448				0.02
Impacting operating expenses:
Integration, acquisition, restructuring and other costs			12,278				0.09				11,921				0.08				10,226				0.07				3,252				0.02				83,047				0.61				37,498				0.25
Amortization of intangible assets			65,053				0.46				65,066				0.45				57,100				0.38				56,685				0.38				193,637				1.43				236,521				1.60
Stock compensation expense			9,481				0.07				9,812				0.07				11,671				0.08				12,206				0.08				31,520				0.23				47,084				0.32
Impacting other (income) / expense:
Non-cash interest expense			3,374				0.02				—				—				—				—				—				—				9,926				0.07				—				—
Impairment on Investments			—				—				—				—				4,000				0.03				50				—				—				—				7,050				0.05
Credit facility - ticking fees			—				—				—				—				—				—				—				—				865				0.01				—				—
Liability related to foreign tax credit benefits			—				—				—				—				—				—				20,492				0.14				—				—				20,492				0.14
Mark to market FV adjustment related to Comcast investment in ARRIS			—				—				—				—				—				—				—				—				13,189				0.10				—				—
Asset held for sale impairment			—				—				—				—				—				—				7				—				—				—				2,132				0.01
Net tax items			(54,998	)			(0.39	)			(9,849	)			(0.07	)			(19,375	)			(0.13	)			(171,706	)			(1.15	)			(152,883	)			(1.13	)			(279,135	)			(1.88	)
Total highlighted items			37,442				0.27				80,414				0.56				65,493				0.44				(76,832	)			(0.52	)			272,552				2.02				81,806				0.55
Net income excluding highlighted items		$	54,612			$	0.39			$	77,597			$	0.54			$	120,119			$	0.81			$	115,929			$	0.78			$	223,792			$	1.66			$	409,017			$	2.76
Weighted average common shares - basic							138,478								139,333								144,967								145,281								131,980								144,387
Weighted average common shares - diluted							140,605								143,956								148,753								149,124								135,136								148,280

 

(1)	Excludes Motorola Home results prior to April 17, 2013

(2)	Basic shares used for Q4 2013 and YTD 2013 as losses were reported for those periods and the inclusion of dilutive shares would be anti-dilutive

See Notes to GAAP and Adjusted Non-GAAP Financial Measures

 

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Notes to GAAP to Adjusted Non-GAAP Financial Measures

The Company reports its financial results in accordance with accounting principles generally accepted in the United States (“GAAP” or referred to herein as “reported”). However, management believes that certain non-GAAP financial measures provide management and other users with additional meaningful financial information that should be considered when assessing our ongoing performance. Our management regularly uses our supplemental non-GAAP financial measures internally to understand, manage and evaluate our business and make operating decisions. These non-GAAP measures are among the factors management uses in planning for and forecasting future periods. Non-GAAP financial measures should be viewed in addition to, and not as an alternative to, the Company’s reported results prepared in accordance with GAAP. Our non-GAAP financial measures reflect adjustments based on the following items, as well as the related income tax effects:

Acquisition Accounting Impacts Related to Deferred Revenue: In connection with our acquisitions of Motorola Home, business combination rules require us to account for the fair values of arrangements for which acceptance has not been obtained, and post contract support in our purchase accounting. The non-GAAP adjustment to our sales and cost of sales is intended to include the full amounts of such revenues. We believe the adjustment to these revenues is useful as a measure of the ongoing performance of our business. We have historically experienced high renewal rates related to our support agreements and our objective is to increase the renewal rates on acquired post contract support agreements; however, we cannot be certain that our customers will renew our contracts.

Reduction in Revenue Related to Comcast Investment in ARRIS: In connection with our acquisition of Motorola Home, Comcast was given an opportunity to invest in ARRIS. The accounting guidance requires that we record the implied fair value of benefit received by Comcast as a reduction in revenue. Until the closing of the deal, changes in the value of the investment were marked to market and flowed through other expense (income). 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 other expense (income).

Acquisition Accounting Impacts Related to Inventory: In connection with our acquisition of Motorola Home, business combinations rules require the inventory be recorded at fair value on the opening balance sheet. This is different from historical cost. Essentially we were required to write the inventory up to end customer price less a reasonable margin as a distributor. In addition, we have conformed other cost basis inventory valuation policies during the period. We have excluded the resulting adjustments in inventory and cost of goods sold.

Product Rationalization: In conjunction with the integration of Motorola Home, we have identified certain product lines which overlap. In the second and fourth quarters of 2013, we made the decision to eliminate certain products. As a result, we recorded expenses related to the elimination of inventory and certain vendor liabilities. We believe it is useful to understand the effects of this item on our total cost of goods sold.

Stock-Based Compensation Expense: We have excluded the effect of stock-based compensation expenses in calculating our non-GAAP operating expenses and net income 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 options and restricted stock. 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.

Integration, Acquisition, Restructuring and Other Costs: We have excluded the effect of acquisition, integration, and other expenses and the effect of restructuring expenses in calculating our non-GAAP operating expenses and net income measures. We will incur significant expenses in connection with our recent acquisition of Motorola Home, 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, and other exit costs. Additionally, we have excluded the effect of a loss on the sale of a product line in calculating our non-GAAP operating expenses and net income measures. We believe it is useful to understand the effects of these items on our total operating expenses.

Amortization of Intangible Assets: We have excluded the effect of amortization of intangible assets in calculating our non-GAAP operating expenses and net income 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.

Non-Cash Interest on Convertible Debt: We have excluded the effect of non-cash interest in calculating our non-GAAP operating expenses and net income measures. We record the accretion of the debt discount related to the equity component non-cash interest expense. We believe it is useful to understand the component of interest expense that will not be paid out in cash.

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

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

Mark To Market Fair Value Adjustment Related To Comcast Investment in ARRIS: In connection with our acquisition of Motorola Home, Comcast was given an opportunity to invest in ARRIS. The accounting guidance requires we mark to market the changes in the value of the investment and flow through other expense (income). 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 other expense (income).

Impairment of Investment: We have excluded the effect of an other-than-temporary impairment of a cost method investment in calculating our non-GAAP financial measures. We believe it is useful to understand the effect of this non-cash item in our other expense (income).

Asset Held for Sale Impairment: In the second quarter of 2014, we entered into a contract to facilitate the sale of a building at less than its carrying value. The asset has been reclassified as held for sale and was measured at the lower of its carrying amount or fair value less cost to sell. We have recorded an initial impairment charge to reduce the assets carrying amount to its fair value less costs to sell in the period the held for sale criteria were met. We have excluded the effect of the asset held for sale impairment 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).

Income Tax Expense (Benefit): We have excluded the tax effect of the non-GAAP items mentioned above. Additionally, we have excluded the effects of certain tax adjustments related to tax and legal restructuring, state valuation allowances, research and development tax credits and provision to return differences.

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