FOR IMMEDIATE RELEASE CONTACT: Jim Bauer Investor Relations (678) 473-2647 jim.bauer@arrisi.com ARRIS ANNOUNCES THIRD QUARTER 2003 FINANCIAL RESULTS DULUTH, GA. (OCTOBER 22, 2003) ARRIS (NASDAQ:ARRS), a global telecommunications technology leader, today announced financial results for the third quarter 2003. FINANCIAL HIGHLIGHTS: - Revenues for the third quarter were up 11% sequentially to $113.1 million. - Net income (loss) per share for the third quarter was $(0.19) which includes: amortization of intangibles, severance and other costs associated with the previously announced divestiture of ESP consulting services, and severance associated with other cost reduction actions implemented in the quarter. Net income (loss) per share excluding these items was $(0.04) for the third quarter. - Gross margins improved by approximately 150 basis points from the second quarter to 28.2%. - Cash on hand at the end of the quarter was $60.0 million, with zero drawn on the revolving credit facility. Approximately $3.2 million of cash was used in operations in the third quarter, predominately due to growth in accounts receivable. FINANCIAL DETAILS: Third quarter revenues were $113.1 million, up 11% from second quarter 2003 revenues of $101.7 million and in the upper range of the Company's guidance for the quarter. Through the first three quarters of 2003, revenues were $306.2 million, as compared to $529.5 million in 2002. On a GAAP basis, net income (loss) for the third quarter was $(14.6) million or $(0.19) per share, as compared to $(0.37) per share in the second quarter of 2003 and $0.04 per share in the third quarter 2002. Net income (loss) through the first nine months of 2003 was a loss of $(38.9) million or $(0.50) per share as compared to a loss of $(97.1) million, or $(1.19) per share in 2002. The third quarter earnings include the impact of: 1) amortization of intangibles of $(8.8) million or $(0.12) per share, 2) severance and other costs associated with the previously announced divestiture of ESP of $(1.4) million or $(0.02) per share, and 3) severance associated with other cost reductions actions implemented in the quarter of $(1.4) million or $(0.02) per share. Excluding these items, net income (loss) of $(3.0) million or $(0.04) per share was also at the upper range of previous Company guidance. Broadband product revenues were $75.0 million in the third quarter up 13% from the second quarter 2003 level of $66.5 million. Supplies product revenues were $38.1 million in the third quarter, up 8% compared to $35.2 million in the second quarter of 2003. International sales were $17.5 million in the third quarter, as compared to $17.8 million in the second quarter 2003. Sales to Comcast were $35.8 million in the third quarter, as compared to $36.1 million in the second quarter 2003. Backlog at the end of the third quarter was $57.5 million compared to $43.3 million at the end of the second quarter 2003. Bookings in the third quarter were $127.3 million as compared to $90.4 million in the second quarter 2003. (Bookings in the second quarter include the impact of the previously disclosed removal of $7.5 million of orders in the second quarter related to Cabovisao). The book-to-bill ratio in the third quarter was approximately 1.13, compared to 0.96 in the second quarter 2003. Gross margins of 28.2% were up approximately 150 basis points over second quarter 2003 margins of 26.7% as the result of product cost reductions implemented and higher volume. Operating expenses (excluding amortization of intangibles) were $35.1 million for the quarter, which included $(2.8) million of severance and other costs related to the ESP divestiture and cost reduction actions, as discussed above. This compares to $43.7 million in the second quarter of 2003, which included $(7.7) million of charges related to reserves for doubtful accounts for Cabovisao and severance charges. During the third quarter, the Company continued to take various actions to reduce its breakeven point. The Company ended the third quarter with $60.0 million of cash on hand and continues to have zero drawn on its revolving credit facility. The Company used approximately $3.2 million of cash in operations in the quarter, predominately as a result of an increase in accounts receivable. The Company used approximately $4.1 million of cash in investing activities in the quarter, including the previously announced purchase of certain assets of COM21. The Company ended the third quarter with $95.0 million of net inventory, which was down from the second quarter level of $106.0 million. Inventory turns improved to 3.2 at the end of the third quarter as compared to 2.8 at the end of the second quarter 2003. Trade accounts receivable were $61.6 million at the end of the third quarter and compares to $55.2 million at the end of the second quarter 2003. DSO's were 47 days at the end of the third quarter as compared to 56 days at the end of the second quarter 2003. "The industry conditions that have impacted our company for the past several quarters appear to be improving," said Bob Stanzione, ARRIS Chairman, President & CEO, "and our results this quarter seem to bear this out. Although overall industry capital expenditures are forecast to continue to decline into 2004, we believe ARRIS revenues will increase next year as cable operators accelerate their offerings of high-speed data and prepare for rollouts of VoIP. The beginnings of these improvements in overall industry spending in ARRIS product areas were reflected by the increase in our sales this quarter. Although we expect to see the normal seasonality of spending in the fourth quarter, I am encouraged by the outlook for 2004 and our strengthening performance. ARRIS, of course, will continue to tightly control and reduce expenses, where possible, while at the same time continuing our intense focus on product development and winning new or expanding existing customer relationships. Continuing cable telephony rollouts, increasing bandwidth requirements for peer-to-peer transmissions and increasing competition for broadband access to the customer premises are all catalysts for increased spending with ARRIS in the coming quarters. These opportunities for revenue growth, coupled with the recent actions that we have taken to further reduce our breakeven point, make me confident that we will return to profitability in 2004, excluding amortization of intangibles. Our market leading Cadant C4(R) CMTS product gives us the ability to take advantage of the need for more bandwidth and the longer term projected growth of VoIP services as the cable operators look for new sources of revenue and earnings growth into the future," concluded Stanzione. During the quarter, the Company announced that it had reached agreements with its major customers on the timing and pricing to upgrade previously deployed C4 CMTS to DOCSIS 2.0 specifications. These agreements allow for a simple upgrade to DOCSIS 2.0 from 1.1 when customers may require DOCISIS 2.0 functionalities by inserting a new cable access module and installing Release 4.0 software on existing and new DOCSIS 1.1 C4 CMTS platforms. The Company plans to obtain DOCSIS 2.0 certification for the C4 and begin to roll out these products during the first half of 2004. In addition during the quarter, the Company completed the transaction to purchase certain CMTS assets from Com21. These assets resulted in a new feature rich, rack mounted CMTS product called the Cadant(R) C3. This new product, which is designed to reach smaller scale markets both domestically and internationally, received CableLabs DOCSIS 1.1 qualification in Wave 26 and provides ARRIS with a complete CMTS product line. The Company also recently announced a co-marketing agreement with Juniper Networks to collaborate on the sale of each other's products to cable operators who are looking to differentiate their offerings through the delivery of IP based services. The agreement combines the high performance of Juniper Networks' high performance IP networking platforms with the market leading product line of ARRIS Cadant(R) CMTSs. "We are very pleased with the 11% sequential growth in revenue, the improvement in our book to bill ratio, our continuing gross margin improvements and ongoing reductions in expenses during the quarter," said Larry Margolis, ARRIS EVP & CFO. "Our revenues have improved throughout 2003 and this trend, along with the actions already implemented to reduce our breakeven point, will hasten our return to profitability in 2004. Anticipating the normal seasonal pattern of previous fourth quarters, we forecast that revenues for the fourth quarter of 2003 will be in the range of $105 million to $115 million with net income (loss) per share in the range of $(0.12) to $(0.20) inclusive of amortization of intangibles, or $0.00 to $(0.08) excluding the amortization of intangibles." ARRIS management will conduct a conference call at 8:30am EST on Thursday, October 23, 2003 to discuss these results in detail. You may participate in this conference call by dialing 877-691-0879 prior to the start of the call and providing the ARRIS Group Inc. name and Jim Bauer as the moderator. Please note that ARRIS will not accept any calls related to this earnings release during the period between the 6:30pm EST release on October 22, 2003 and the completion of the scheduled conference call on October 23, 2003. A replay of the conference call can be accessed through Tuesday, October 28, 2003 by dialing (877) 519-4471 and using the PIN#4224483. A replay also will be made available for a period of 12 months following the conference call on ARRIS' website at www.arrisi.com. 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 and earnings; - timing of the return to profitability; - improvements in revenues for 2004 and beyond; - the general market outlook; - the timing of improvements in industry conditions; and - the upgrading and certification of certain products. 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 estimates of timing of the return to profitability and 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; and 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. CONSOLIDATED BALANCE SHEETS (IN THOUSANDS) SEPTEMBER 30 JUNE 30 MARCH 31 DECEMBER 31 SEPTEMBER 30 2003 2003 2003 2002 2002 (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) ------------ ------------ ------------ ------------ ------------ ASSETS Current assets: Cash and cash equivalents $ 59,981 $ 67,217 $ 76,543 $ 98,409 $ 94,037 Accounts receivable, net 61,345 54,942 69,264 78,743 132,418 Accounts receivable from Nortel 282 215 289 2,212 2,930 Other receivables 1,410 1,289 1,919 3,154 3,766 Inventories 95,009 105,980 104,331 104,203 113,874 Income taxes recoverable - - - - - Investment held for resale - 103 160 137 83 Current assets - discontinued operations - - - - 22,830 Other current assets 13,520 12,453 14,647 14,834 18,905 ------------ ------------ ------------ ------------ ------------ Total current assets 231,547 242,199 267,153 301,692 388,843 Property, plant and equipment, net 27,177 28,093 30,210 34,540 40,528 Goodwill 151,340 150,569 151,253 151,265 222,507 Intangibles 40,344 48,054 56,794 64,843 74,318 Investments 2,361 3,179 4,885 4,594 12,387 Deferred income taxes, net - - - - - Other assets 8,895 9,723 11,701 6,478 10,721 ------------ ------------ ------------ ------------ ------------ $ 461,664 $ 481,817 $ 521,996 $ 563,412 $ 749,304 ============ ============ ============ ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 25,752 $ 28,807 $ 29,343 $ 24,253 $ 43,383 Accrued compensation, benefits and related taxes 16,947 17,187 16,914 23,423 27,238 Accounts payable and accrued expenses - Nortel 140 427 540 11,303 13,095 Current portion of long-term debt 1,060 184 11,755 23,887 99,598 Current portion of capital lease obligations 22 1,171 1,415 1,120 1,142 Other accrued liabilities 36,307 39,828 39,513 44,360 41,037 ------------ ------------ ------------ ------------ ------------ Total current liabilities 80,228 87,604 99,480 128,346 225,493 Capital lease obligations, net of current portion - 139 337 158 389 Long-term debt 125,365 125,000 125,028 - - ------------ ------------ ------------ ------------ ------------ Total liabilities 205,593 212,743 224,845 128,504 225,882 Membership interest - Nortel - - - 114,518 111,768 ------------ ------------ ------------ ------------ ------------ Total liabilities & membership interest 205,593 212,743 224,845 243,022 337,650 Stockholders' equity: Preferred stock - - - - - Common stock 774 757 758 831 830 Capital in excess of par value 586,107 577,592 578,397 603,563 603,639 Unearned compensation (9,362) (2,397) (3,328) (1,649) (2,010) Unrealized holding gain (loss) on marketable securities 132 90 445 227 (3,469) Unfunded pension losses (1,219) (1,219) (1,219) (1,219) Retained earnings (320,245) (305,652) (277,883) (281,329) (187,283) Cumulative translation adjustments (116) (97) (19) (34) (53) ------------ ------------ ------------ ------------ ------------ Total stockholders' equity 256,071 269,074 297,151 320,390 411,654 ------------ ------------ ------------ ------------ ------------ $ 461,664 $ 481,817 $ 521,996 $ 563,412 $ 749,304 ============ ============ ============ ============ ============ ARRIS GROUP, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (IN THOUSANDS, EXCEPT SHARE DATA) ------------------------- --------------------------- THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, ------------------------- --------------------------- 2003 2002 2003 2002 ----------- ---------- ----------- ----------- Net sales $ 113,111 $ 180,577 $ 306,164 $ 529,476 Cost of sales 81,269 115,360 222,393 345,549 ----------- ---------- ----------- ----------- Gross profit 31,842 65,217 83,771 183,927 Operating expenses: Selling, general, administrative and development 35,058 46,106 115,979 161,551 Restructuring and impairment charges - - 336 - Amortization of intangibles 8,812 8,708 26,284 25,786 ----------- ---------- ----------- ----------- 43,870 54,814 142,599 187,337 ----------- ---------- ----------- ----------- Operating profit (loss) (12,028) 10,403 (58,828) (3,410) Interest expense 2,881 2,123 7,535 6,523 Membership interest - 2,659 2,418 7,659 Loss (gain) on debt retirement - - (28,506) 9,276 Loss (gain) on investments (19) 901 995 2,471 Other (income) expense, net (297) (173) (2,354) (3,843) ----------- ---------- ----------- ----------- Income (loss) from continuing operations before income taxes (14,593) 4,893 (38,916) (25,496) Income tax expense (benefit) - - - (6,800) ----------- ---------- ----------- ----------- Net income (loss) from continuing operations (14,593) 4,893 (38,916) (18,696) Discontinued Operations: Income (loss) from discontinued operations - (1,406) - (20,465) Income tax expense (benefit) - - - - ----------- ---------- ----------- ----------- Gain (loss) from discontinued operations - (1,406) - (20,465) ----------- ---------- ----------- ----------- Net income (loss) before cumulative effect of an accounting change (14,593) 3,487 (38,916) (39,161) Cumulative effect of an accounting change - goodwill - - - 57,960 ----------- ---------- ----------- ----------- Net income (loss) $ (14,593) $ 3,487 $ (38,916) $ (97,121) =========== ========== =========== =========== Net income (loss) per common share Basic: Income (loss) from continuing operations $ (0.19) $ 0.06 $ (0.50) $ (0.23) Income (loss) from discontinued operations - (0.02) - (0.25) Cumulative effect of an accounting change - - - (0.71) ----------- ---------- ----------- ----------- Basic: Net income (loss) $ (0.19) $ 0.04 $ (0.50) $ (1.19) =========== ========== =========== =========== Diluted: Income (loss) from continuing operations $ (0.19) $ 0.06 $ (0.50) $ (0.23) Income (loss) from discontinued operations - (0.02) - (0.25) Cumulative effect of an accounting change - - - (0.71) ----------- ---------- ----------- ----------- Diluted: Net income (loss) $ (0.19) $ 0.04 $ (0.50) $ (1.19) =========== ========== =========== =========== Weighted average common shares Basic 75,038 82,506 77,339 81,675 =========== ========== =========== =========== Diluted 75,038 83,110 77,339 81,675 =========== ========== =========== =========== ARRIS GROUP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (IN THOUSANDS) (UNAUDITED) FOR THE THREE MONTHS ENDED FOR THE NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, 2003 2002 2003 2002 -------------- --------------- --------------- ------------- OPERATING ACTIVITIES: Net income (loss) $ (14,593) $ 3,487 $ (38,916) $ (97,121) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation 3,547 4,808 13,217 15,659 Amortization of intangibles 8,812 8,708 26,284 25,786 Amortization of deferred finance fees 1,217 690 3,371 1,966 Amortization of unearned compensation 1,001 418 2,254 1,304 Provision for doubtful accounts 142 4,041 7,860 27,066 Loss on disposal of fixed assets 6 298 11 317 Loss (gain) on investments (19) 901 995 2,471 Cash proceeds from sale of trading securities 96 60 226 60 Loss (gain) on debt retirement - - (28,506) 9,276 Loss on sale of ESP product line 1,373 - 1,373 - Loss (gain) on sale of discontinued product lines - - (2,000) 8,536 Cumulative effect of an accounting change - goodwill - - - 57,960 Changes in operating assets & liabilities, net of effects of acquisitions and disposals: Accounts receivable (7,802) 6,713 10,278 (25,293) Other receivables (121) 2,526 1,744 6,283 Inventory 11,209 12,319 9,763 41,100 A/P & accrued liabilities (7,014) (17,224) (21,850) (15,299) Income taxes recoverable - 12,629 - 5,066 Accrued membership interest - 2,659 2,418 7,659 Other, net (1,009) 1,086 (589) (6,697) -------------- --------------- --------------- ------------- NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (3,155) 44,119 (12,067) 66,099 INVESTING ACTIVITIES: Purchases of property, plant, and equipment (1,595) (2,910) (4,213) (6,532) Cash proceeds from sale of Keptel product line - - - 30,000 Cash proceeds from sale of Actives product line - - 1,800 - Cash paid for acquisition (2,284) (39) (2,842) (874) Cash paid for disposal of ESP product line (231) - (231) - Other 26 - 26 - -------------- --------------- --------------- ------------- NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES (4,084) (2,949) (5,460) 22,594 FINANCING ACTIVITIES: Proceeds from issuance of debt 1,597 - 126,597 - Redemption of preferred membership interest - - (88,430) - Repurchase and retirement of common stock - - (28,000) - Payments on capital lease obligations (1,288) (247) (2,122) (650) Payments on debt obligations (356) - (24,325) - Deferred finance costs paid (519) (350) (5,797) (350) Proceeds from issuance of stock 569 252 1,176 1,007 -------------- --------------- --------------- ------------- NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 3 (345) (20,901) 7 NET INCREASE IN CASH AND CASH EQUIVALENTS (7,236) 40,825 (38,428) 88,700 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 67,217 53,212 98,409 5,337 -------------- --------------- --------------- ------------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 59,981 $ 94,037 $ 59,981 $ 94,037 ============== =============== =============== ============= ARRIS GROUP, INC. SUPPLEMENTAL EARNINGS RECONCILIATION (IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED) -------------------------------------------------------------------------------- THREE MONTHS ENDED SEPTEMBER 30, 2003 NINE MONTHS ENDED SEPTEMBER 30, 2003 -------------------------------------- -------------------------------------- PER DILUTED PER DILUTED AMOUNT SHARE AMOUNT SHARE ------------------ ------------------ ------------------ ------------------ Net income (loss) $ (14,593) $ (0.19) $ (38,916) $ (0.50) Highlighted items: Amortization of intangibles 8,812 0.12 26,284 0.34 Severance related to workforce reduction 1,407 0.02 2,914 0.04 Severance and other costs - ESP divestiture 1,373 0.02 1,373 0.02 Allowance for Cabovisao receivable - - 6,400 0.08 Loss (gain) on investments (19) 0.00 995 0.01 Gain on retirement of membership interest - - (28,506) (0.37) Write-off of customer relationship software - - 2,243 0.03 ----------------------------------- -------------------------------------- Total highlighted items 11,573 0.15 11,703 0.15 ----------------------------------- -------------------------------------- Net income (loss) excluding highlighted items $ (3,020) $ (0.04) $ (27,213) $ (0.35) =================================== ====================================== Weighted average common shares - diluted 75,038 77,339 ================== ================== ARRIS believes that presenting net income and 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.