-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SZ9lHG7mmDJ6UrzV/BS7F6fYGyC7mL6lhdUFlAxSuA6PktIdXx7u5dYKEj5XGJJd HVRZ2m5MhZ/o1YxWUIKMPQ== 0000950144-04-000043.txt : 20040106 0000950144-04-000043.hdr.sgml : 20040106 20040105194359 ACCESSION NUMBER: 0000950144-04-000043 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040105 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040106 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ARRIS GROUP INC CENTRAL INDEX KEY: 0001141107 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 582588724 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-31254 FILM NUMBER: 04507421 BUSINESS ADDRESS: STREET 1: 11450 TECHNOLOGY CIRCLE CITY: DULUTH STATE: GA ZIP: 30097 BUSINESS PHONE: 6784732000 MAIL ADDRESS: STREET 1: 11450 TECHNOLOGY CIRCLE CITY: DULUTH STATE: GA ZIP: 30097 FORMER COMPANY: FORMER CONFORMED NAME: BROADBAND PARENT CORP DATE OF NAME CHANGE: 20010521 8-K 1 g86587e8vk.txt ARRIS GROUP, INC. ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------------- FORM 8-K CURRENT REPORT DATED JANUARY 5, 2004 of ARRIS GROUP, INC. A Delaware Corporation IRS Employer Identification No. 58-2588724 SEC File Number 001-16631 11450 TECHNOLOGY CIRCLE DULUTH, GEORGIA 30097 (678) 473-2000 ================================================================================ ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (C) EXHIBITS 99 Press Release issued January 5, 2004. ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On January 5, ARRIS Group, Inc. issued a press release regarding preliminary financial results for the fourth quarter ended December 31, 2003. The press release, which has been attached as Exhibit 99, includes earnings per share amounts which have been adjusted to exclude, among other things, amortization of intangibles. Management believes adding back the non-cash amortization of intangibles provides useful information because it enables investors to compare to prior period disclosures more readily and reflects more readily meaningful information on the company's operating performance. In addition, adjusted earnings per share amounts presented in the press release excluded the write-off of unamortized fees related to ARRIS' loan facility which was cancelled in the fourth quarter, litigation damages with respect to patent infringement judgments, the write-down to market of certain investments and severance costs, and a gain related to the partial realization of ARRIS' outstanding receivables from Cabovisao. ARRIS believes presenting net income and earnings per share amounts excluding these highlighted items is appropriate because such items are not likely to recur regularly or in predictable amounts and, consequently, presenting net income and earnings per share, excluding such highlighted items, is meaningful supplemental information for investors. ARRIS believes that presenting earnings per share amounts adjusted for the events described herein provides meaningful information which investors want to know and will allow investors to more easily compare ARRIS' financial performance period to period. Therefore, ARRIS will continue to provide similar information in the future with full schedules reconciling the differences between GAAP and non-GAAP financial measures. As used herein, "GAAP" refers to accounting principles generally accepted in the United States. The information in this Form 8-K, and the exhibit hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. SIGNATURES Pursuant to the requirements of Section 12 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. ARRIS GROUP, INC. By: /s/ Lawrence A. Margolis ------------------------------ Lawrence A. Margolis Executive Vice President and Chief Financial Officer Dated: January 5, 2004 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION OF EXHIBITS - ------ ----------------------- 99 Press Release issued January 5, 2004.
EX-99 3 g86587exv99.txt PRESS RELEASE EXHIBIT 99 CONTACT: Jim Bauer Investor Relations (678) 473-2647 jim.bauer@arrisi.com ARRIS EXPECTS FOURTH QUARTER 2003 RESULTS TO EXCEED GUIDANCE AND PROVIDES PRELIMINARY FIRST QUARTER 2004 REVENUE GUIDANCE DULUTH, GA. (JANUARY 5, 2004) ARRIS (NASDAQ:ARRS), a global telecommunications technology leader, today announced that results for the fourth quarter of 2003 are expected to significantly exceed previously provided guidance. The Company now anticipates that revenues will be in the range of $126 to $129 million and net income (loss) per share is expected to be in the range of $(0.11) to $(0.16). Excluding certain items detailed below, net income (loss) per share is expected to be in the range of $0.01 to $0.06. This compares with previous guidance for revenues in the range of $105 to $115 million with net income (loss) per share in the range of $(0.12) to $(0.20), inclusive of amortization of intangibles, and $0.00 to $(0.08) excluding the amortization of intangibles. The Company also noted that it had approximately $84 million of cash on hand at the end of 2003, up from the $60 million level at the end of the third quarter 2003. Included in the Company's estimate of net income (loss) per share are: 1) the amortization of intangibles of $(0.12), 2) the write-off of unamortized fees related to its loan facility which was cancelled in the fourth quarter of $(0.03), 3) litigation damages with respect to patent infringement judgments of $(0.03), 4) the write-down to market of certain investments and severance costs totaling $(0.01), 5) a gain related to the partial realization of its outstanding receivables from Cabovisao of $0.02. The Company noted that it is still reviewing the impact of certain items, in particular, potential damages, fees and inventory costs associated with the recent Digicon patent infringement judgment. "We continue to be very pleased about the customer acceptance of our market leading, next generation high speed data and cable telephony products as reflected in our anticipated out-performance of previous guidance for the current quarter," said Bob Stanzione, ARRIS Chairman & CEO. "The increase in our revenue and earnings guidance at this time is partially driven by increased demand from our customers in response to growing competition in their markets and also that we received certain releases for shipment of products during the fourth quarter that we had not previously anticipated until the first quarter of 2004." Stanzione continued, "As a result of our current level of visibility into the first quarter of 2004, we now believe that revenues will be in the range of $110 to $120 million. We will discuss our business outlook and revenue and earnings estimates in greater detail in our fourth quarter and full year 2003 earnings release after the market close on February 3, 2004 and during our earnings conference call on February 4, 2004. We believe that the growing market demand for high speed data and voice over IP as well as trend towards video over IP will continue to fuel future demand for ARRIS' innovative products." The Company also noted that they will participate in the Sixth Annual Needham Growth Conference at the New York Palace Hotel in New York City, on Tuesday, January 6, 2004 with a presentation at 10:00 a.m. EST. Investors may listen to the webcast live and view a copy of the slide presentation at the http://www.wallstreetwebcasting.com/webcast/needham7/arrs/ website coincident with the start of the 10:00 a.m. presentation. ARRIS provides broadband local access networks with innovative next generation high-speed data and telephony systems for the delivery of voice, video and data to the home and business. ARRIS complete solutions enhance the reliability and value of converged services from the network to the subscriber. Headquartered in Duluth, Georgia, USA, ARRIS has design, engineering, distribution, service and sales office locations throughout the world. Information about ARRIS' products and services is found at www.arrisi.com. Forward-looking statements: Statements made in this press release, including those related to: - fourth quarter 2003 revenues, net income (loss), cash - first quarter 2004 revenues - the general market outlook and acceptance of ARRIS products; and - the timing of improvements in industry conditions 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 fourth quarter 2003 and the first quarter of 2004 as well as the general outlook for 2004 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; - 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; - several of the substantial participants in our industry, including some of our customers are in a weakened financial condition which could directly or indirectly cause a reduced demand for our products or other unexpected consequences, additionally, we cannot be certain if or when the general uncertainty in our industry will stabilize or improve. 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; and consolidations within the telecommunications industry of both the customer and supplier base. 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. 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. # # # # ARRIS GROUP, INC. SUPPLEMENTAL EARNINGS RECONCILIATION (PER SHARE DATA) (UNAUDITED)
------------------------------------- ESTIMATED RANGE OF EARNINGS PER SHARE THREE MONTHS ENDED DECEMBER 31, 2003 ------------------------------------- PER DILUTED SHARE ----------------- Net income (loss) (0.11) - (0.16) Highlighted items: Amortization of intangibles 0.12 Write-off of unamortized bank fees 0.03 Litigation damages with respect to patents 0.03 Loss on investments & severance 0.01 Gain on partial realization of Cabovisao receivable (0.02) --------------- Total highlighted items 0.17 --------------- Net income (loss) excluding highlighted items 0.06 - 0.01 ===============
ARRIS believes that presenting earnings per share amounts adjusted for the events described above provides meaningful information which will allow investors to more easily compare ARRIS' financial performance period to period. Therefore, ARRIS will continue to provide similar information in the future with full schedules reconciling the differences between GAAP and non-GAAP financial measures. As used herein, "GAAP" refers to accounting principles generally accepted in the United States. -----END PRIVACY-ENHANCED MESSAGE-----