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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
DATED JULY 23, 2003
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
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ITEM 5. OTHER EVENTS.
On July 23, 2003, ARRIS Group, Inc. issued a press release announcing
its financial results for the second quarter ended June 30, 2003. The press
release is attached hereto as Exhibit 99.1 and is incorporated by reference
herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(C) EXHIBITS
99.1 Press Release of ARRIS Group, Inc., issued July 23, 2003.
ITEM 9. REGULATION FD DISCLOSURE.
The information set forth under this Item 9 is being furnished pursuant
to "Item 12. Results of Operations and Financial Condition" of Form 8-K in
accordance with interim guidance provided by the Securities and Exchange
Commission in Release Nos. 33-8216 and 34-47583.
On July 23, 2003, ARRIS Group, Inc. issued a press release reporting
its financial results for the second quarter ended June 30, 2003. The press
release, which has been attached as Exhibit 99.1, includes net income and
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 net income and earnings per share amounts presented in the
press release excluded severance costs associate with cost reduction actions
implemented during the second quarter, a charge associated with the write-down
of an investment in a start-up company, and an increase in the reserves for
Cabovisao receivables. 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 net income and 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.
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
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Lawrence A. Margolis
Executive Vice President, Chief Financial
Officer and Secretary
Dated: July 23, 2003
INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION
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99.1 Press Release by ARRIS Group, Inc., issued July 23, 2003