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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
DATED OCTOBER 22, 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 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(C) EXHIBITS
99.1 Press Release of ARRIS Group, Inc., issued October 22, 2003.
ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On October 22, 2003, ARRIS Group, Inc. issued a press release
reporting its financial results for the third quarter ended September 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 associated with ARRIS'
divestiture of ESP consulting services and severance costs associated with cost
reduction actions implemented during the third quarter. 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.
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
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Lawrence A. Margolis
Executive Vice President, Chief Financial
Officer and Secretary
Dated: October 22, 2003
INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION
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99.1 Press Release by ARRIS Group, Inc., issued October 22, 2003