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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
DATED APRIL 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 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(C) EXHIBITS
99.1 Press Release of ARRIS Group, Inc., issued April 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. Such information, including the
Exhibits attached 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, except as shall be expressly set forth by specific reference in
such filing.
On April 23, 2003, ARRIS Group, Inc. issued a press release
reporting its financial results for the first quarter ended March 31, 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 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 meaningful
information on the company's operating performance. In addition, adjusted net
income and earnings per share amounts presented in the press release excluded a
gain from the repurchase of Nortel Networks' membership interest in Arris
Interactive and a write-off of customer relations software. ARRIS believes
presenting net income and earnings per share amounts excluding such 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 GAPP 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: April 23, 2003
INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION
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99.1 Press Release by ARRIS Group, Inc., issued April 23, 2003