ARRIS Announces Preliminary and Unaudited Third Quarter 2007 Results

ARRIS Announces Preliminary and Unaudited Third Quarter 2007 Results

SUWANEE, Ga., Oct. 24 /PRNewswire-FirstCall/ -- ARRIS Group, Inc. (NASDAQ: ARRS) , a global communications technology leader in the development of advanced cable telephony and next generation high-speed data and video solutions across the broadband local access network, today announced preliminary and unaudited financial results for the third quarter 2007.

    Financial Highlights:

    -- Revenues were $254.7 million for the third quarter 2007, up 11% as
       compared to $228.6 million in the third quarter 2006.
    -- Net income in the third quarter 2007 was $27.9 million, or $0.25 per
       diluted share, and compares to net income of $26.6 million, or $0.24
       per diluted share, in the third quarter of 2006. Excluding certain
       items as detailed in the attached supplemental earnings reconciliation,
       net income per diluted share for the third quarter 2007 was $0.21 (a
       non-GAAP measure used by most analysts).
    -- Nine months 2007 revenues were up 13.0% to $742.6 million compared to
       $657.0 million in 2006, operating income was up 20.4% to $81.3 million
       compared to $67.5 million in 2006 and net income was up 23.3% to $88.8
       million as compared to $72.0 million in 2006.

Financial details:

Revenues for the third quarter 2007 were $254.7 million. Revenues grew by $26.1 million and by $2.0 million as compared to the third quarter 2006 and the second quarter 2007, respectively. Net income in the third quarter 2007 was $27.9 million, or $0.25 per diluted share, as compared to the third quarter 2006 net income of $26.6 million, or $0.24 per diluted share, and as compared to the second quarter 2007 net income of $23.3 million, or $0.21 per diluted share. Excluding equity compensation expense, gains on the sale of certain marketable securities, and tax benefits associated with adjustments to qualifying research credits, non-GAAP net income in the third quarter 2007 was $0.21 per diluted share. As previously disclosed, 2007 net income, in contrast to 2006, reflects significant income tax expense. A reconciliation of GAAP to non-GAAP earnings per share is attached to this release and also can be found on the Company's website (http://www.arrisi.com).

Broadband product revenues were $72.6 million in the third quarter 2007 as compared to $87.6 million in the third quarter 2006 and $77.4 million in the second quarter 2007. Supplies & CPE product revenues were $182.1 million in the third quarter 2007, as compared to $141.0 million in the third quarter 2006 and $175.3 million in the second quarter 2007. International sales were $60.7 million in the third quarter 2007 and compare to $54.4 million in the third quarter 2006 and $67.8 million in the second quarter 2007. Backlog at the end of the third quarter 2007 was $94.0 million as compared to $136.2 million at the end of the second quarter 2007. Bookings in the third quarter 2007 were $212.5 million as compared to $219.3 million in the second quarter 2007. The book-to-bill ratio in the third quarter 2007 was approximately 0.83 as compared to 0.88 in the third quarter 2006 and 0.87 in the second quarter 2007.

Gross margins for the third quarter 2007 were 27.0% as compared to 27.6% and 28.6% in the third quarter 2006 and second quarter 2007, respectively. Gross margins of Broadband products were 44.3% in the third quarter 2007 and compare to 44.6% in the second quarter 2007. Gross margins of the Supplies & CPE products were 20.1% in the third quarter 2007 as compared to 21.6% in the second quarter 2007. The declines in gross margins reflect both customer and product mix as well as startup costs associated with the introduction of two exciting new products - the D5 Universal Edge QAM and our FlexPath wideband modems. Operating expenses in the third quarter 2007 were $41.6 million, which included equity compensation expense of approximately $2.5 million. Research and development costs included in operating expenses were $17.8 million in the third quarter 2007 and compare to $17.8 million in the second quarter 2007.

The Company ended the third quarter 2007 with $588.6 million of cash, cash equivalents, and short-term investments, down from the second quarter 2007 level of $604.3 million and up from the third quarter 2006 level of $210.0 million. Approximately $13.3 million was used by operating activities in the third quarter 2007, including anticipated increases in inventory to better serve customer needs.

"As we enter the final quarter of 2007, our business continues strong. Our market focused strategy is working and we look forward to further enhancing our overall position with our recently announced agreement to acquire C-COR," said Bob Stanzione, ARRIS Chairman & CEO. "I am very optimistic about our prospects for 2008. The C-COR transaction will bring us increased scale and diversity, expanded margins and profitability, and more complete network solutions for our customers. Integration planning is going very well and we now expect that closing will occur before year end. Our combined products and services place the new ARRIS in the center of cable operator spending and the intensifying competition between cable and the telco and satellite companies will only accelerate spending for more bandwidth, speed and functionality."

"The fourth quarter often exhibits increased variability as operators complete their annual capital programs. At this point, we project that our revenue for the fourth quarter 2007 will be in the range of $250 to $265 million with net income per diluted share, on a U.S. GAAP basis, in the range of $0.18 to $0.21 which includes a $0.02 per share expense for amortization of intangibles and equity compensation, that most analysts exclude from their earnings estimates, said David Potts, ARRIS CFO. "It is important to note that our guidance reflects the margin impact of our beginning to ship our D5 Universal EdgeQAM. As previously disclosed, we expect temporarily lower margins as we introduce and cost reduce this important new product. Further, our fourth quarter 2007 guidance assumes no impact from our proposed acquisition of C-COR. We have, however, been making strong progress toward the C-COR closing. As a result, we now believe it likely that we will begin proxy solicitation by mid-November. Subject to shareholder and regulatory approval, we anticipate closing the transaction in December 2007."

ARRIS management will conduct a webcast with slides and a conference call at 5:00 pm EDT, today, Wednesday, October 24, 2007, to discuss these results in detail. To access the webcast go to http://www.arrisi.com and click on Investor Relations. You may also participate in the conference call by dialing 800-299-7635, or 617-786-2901 for international calls, conference passcode 28183052. Please note that ARRIS will not accept any calls related to this earnings release until after the conclusion of the 5:00 pm EDT conference call. A replay of the conference call can be accessed approximately two hours after the call through Tuesday, October 31, 2007 by dialing 888-286-8010 or 617-801-6888 for international calls and using the pass code 26805905. A replay of the webcast, including the slides, will also be made available for a period of 12 months following the conference call on ARRIS' website at http://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 Suwanee, Georgia, USA, ARRIS has design, engineering, distribution, service and sales office locations throughout the world. Information about ARRIS' products and services can be found at http://www.arrisi.com.

    Forward-looking statements:
    Statements made in this press release, including those related to:

    -- fourth quarter 2007 revenues and net income;
    -- income tax expense impacts;
    -- expected sales and margin levels and acceptance of certain ARRIS
       products;
    -- prospects for the pending acquisition of C-COR and the timing of the
       transaction;
    -- the general market outlook; and
    -- the outlook for industry trends

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 2007 as well as the general
       outlook for 2008 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; and
    -- acquisitions involve a number of risks including customer and vendor
       acceptance, the possibilities of complications and personnel loss as
       part of the integration process, and the ultimate achievement of the
       strategic objectives.

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, including its Form 10-Q for the quarter ended June 30, 2007. 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.

Additional Information and Where to Find It

In connection with the proposed combination of ARRIS and C-COR, ARRIS has filed with the SEC a registration statement on Form S-4, which includes a proxy statement of C-COR and a proxy statement and prospectus of ARRIS. Shareholders are urged to read the joint proxy statement/prospectus regarding the proposed transaction, because it contains important information. Shareholders may obtain a free copy of the joint proxy statement/prospectus, as well as other filings containing information about ARRIS and C-COR, without charge, at the SEC's internet site (http://www.sec.gov). Copies of the joint proxy statement/prospectus and the filings with the SEC that will be incorporated by reference in the joint proxy statement/prospectus can also be obtained, without charge, by directing a request to ARRIS Group Inc, 3871 Lakefield Drive, Suwanee, Georgia 30024, Attention: Investor Relations (678) 473-2647, or to C-COR, 60 Decibel Road, State College, Pennsylvania 16801, Attention: Director of Investor Relations (800) 233-2267 ext. 4402.

Participants in the Solicitation

ARRIS, C-COR and their respective directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed combination. Information regarding ARRIS' directors and executive officers is available in the Proxy Statement with respect to ARRIS' 2007 Annual Meeting of Stockholders filed by ARRIS with the SEC on April 9, 2007. Information regarding C-COR's directors and executive officers is available in C-COR's Annual Report on Form 10-K, as amended by C- COR on October 11, 2007. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.



                              ARRIS GROUP, INC.
                         CONSOLIDATED BALANCE SHEETS
                                (in thousands)

                                          September 30,  June 30,   March 31,
                                              2007        2007        2007
                                           (unaudited) (unaudited) (unaudited)

    ASSETS

    Current assets:
      Cash and cash equivalents              $370,708    $444,020    $441,317
      Short-term investments, at fair value   217,845     160,315     134,610
        Total cash, cash equivalents and
         short-term investments               588,553     604,335     575,927

      Restricted cash                           3,142       3,136       3,128
      Accounts receivable, net                130,216     120,680     125,756
      Other receivables                         5,000       6,845       9,888
      Inventories                             118,227      90,542      78,186
      Prepaids                                  3,626       3,250       3,500
      Current deferred income tax assets       19,602      23,239      26,818
      Other current assets                     13,703      10,773       4,001
        Total current assets                  882,069     862,800     827,204

    Property, plant and equipment, net         31,251      30,196      28,076
    Goodwill                                  150,569     150,569     150,569
    Intangibles, net                              115         172         230
    Investments                                 8,916       3,151       3,569
    Noncurrent deferred income tax assets      16,238      17,294      18,639
    Other assets                                9,084       7,517       7,790
                                           $1,098,242  $1,071,699  $1,036,077


    LIABILITIES AND STOCKHOLDERS' EQUITY

    Current liabilities:
      Accounts payable                        $35,540     $46,015     $41,337
      Accrued compensation, benefits and
       related taxes                           18,857      14,631       9,991
      Accrued warranty                          7,346       7,829       7,968
      Other accrued liabilities                27,127      28,001      32,411
        Total current liabilities              88,870      96,476      91,707
    Long-term debt, net of current portion    276,000     276,000     276,000
    Accrued pension                            11,810      12,778      12,420
    Noncurrent income tax payable               5,262       4,334       4,334
    Other long-term liabilities                 5,143       5,288       5,606
                                              387,085     394,876     390,067

    Stockholders' equity:
      Preferred stock                               -           -           -
      Common stock                              1,104       1,102       1,096
      Capital in excess of par value          789,348     782,717     773,839
      Unrealized gain (loss) on marketable
       securities                                (151)          -       1,345
      Unfunded pension losses                  (4,462)     (4,462)     (4,462)
      Accumulated deficit                     (74,498)   (102,350)   (125,624)
      Unrealized loss on derivatives                -           -           -
      Cumulative translation adjustments         (184)       (184)       (184)
        Total stockholders' equity            711,157     676,823     646,010
                                           $1,098,242  $1,071,699  $1,036,077



                                                December 31,    September 30,
                                                   2006             2006
                                                                 (unaudited)

    ASSETS

    Current assets:
      Cash and cash equivalents                    $461,618         $179,971
      Short-term investments, at fair value          87,575           30,000
        Total cash, cash equivalents and
         short-term investments                     549,193          209,971

      Restricted cash                                 3,124            6,126
      Accounts receivable, net                      115,304          120,740
      Other receivables                               2,556            5,621
      Inventories                                    94,226          101,062
      Prepaids                                        3,547            3,751
      Current deferred income tax assets             29,285                -
      Other current assets                            3,717            2,435
        Total current assets                        800,952          449,706

    Property, plant and equipment, net               28,287           25,338
    Goodwill                                        150,569          150,569
    Intangibles, net                                    288              345
    Investments                                       3,520            3,438
    Noncurrent deferred income tax assets            20,874                -
    Other assets                                      9,067              641
                                                 $1,013,557         $630,037


    LIABILITIES AND STOCKHOLDERS' EQUITY

    Current liabilities:
      Accounts payable                              $60,853          $44,440
      Accrued compensation, benefits and
       related taxes                                 23,269           19,630
      Accrued warranty                                8,234            8,582
      Other accrued liabilities                      29,057           28,371
        Total current liabilities                   121,413          101,023
    Long-term debt, net of current portion          276,000                -
    Accrued pension                                  12,061           11,947
    Noncurrent income tax payable                     3,041                -
    Other long-term liabilities                       5,621            5,589
                                                    418,136          118,559

    Stockholders' equity:
      Preferred stock                                     -                -
      Common stock                                    1,089            1,086
      Capital in excess of par value                761,500          747,721
      Unrealized gain (loss) on marketable
       securities                                     1,297            1,219
      Unfunded pension losses                        (4,462)          (4,618)
      Accumulated deficit                          (163,268)        (233,519)
      Unrealized loss on derivatives                   (551)            (227)
      Cumulative translation adjustments               (184)            (184)
        Total stockholders' equity                  595,421          511,478
                                                 $1,013,557         $630,037



                              ARRIS GROUP, INC.
                    CONSOLIDATED STATEMENTS OF OPERATIONS
                    (in thousands, except per share data)
                                 (unaudited)

                                  For the Three Months    For the Nine Months
                                   Ended September 30,    Ended September 30,
                                   2007         2006      2007         2006

    Net sales                    $254,662     $228,646  $742,633     $656,980
    Cost of sales                 185,828      165,467   532,676      473,554
      Gross margin                 68,834       63,179   209,957      183,426
      Gross margin %                 27.0%        27.6%     28.3%        27.9%
    Operating expenses:
      Selling, general, and
       administrative expenses     23,778       21,524    74,408       64,523
      Research and development
       expenses                    17,797       16,066    53,684       50,460
      Restructuring and impairment
       charges                        -              4       421          347
      Amortization of intangibles      57          138       173          575
                                   41,632       37,732   128,686      115,905
    Operating income               27,202       25,447    81,271       67,521
    Other expense (income):
      Interest expense              1,683           27     5,003           50
      Gain on investments          (3,453)          32    (4,878)          29
      Loss (gain) on foreign
       currency                      (112)         201        64         (943)
      Interest income              (6,307)      (2,756)  (19,249)      (6,357)
      Gain related to terminated
       acquisition, net of expenses   -              -   (22,835)         -
      Other (income) expense, net     215           68       331          269
    Income from continuing
     operations before income
     taxes                         35,176       27,875   122,835       74,473
    Income tax expense              7,654        1,328    34,395        2,562
    Net income from continuing
     operations                    27,522       26,547    88,440       71,911
    Income from discontinued
     operations                       330           15       330          124
      Net income                  $27,852      $26,562   $88,770      $72,035

    Net income per common share
     - basic:
      Income from continuing
       operations                   $0.25        $0.25     $0.81        $0.67
      Income from discontinued
       operations                     -            -         -            -
      Net income                    $0.25        $0.25     $0.81        $0.67

    Net income per common share
     - diluted:
      Income from continuing
       operations                   $0.25        $0.24     $0.79        $0.66
      Income from discontinued
       operations                     -            -         -            -
      Net income                    $0.25        $0.24     $0.80        $0.66

    Weighted average common shares:
      Basic                       110,178      107,678   109,354      107,007
      Diluted                     112,085      109,090   111,595      109,311



                              ARRIS GROUP, INC.
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (in thousands)
                                 (unaudited)

                                      For the Three Months For the Nine Months
                                      Ended September 30,  Ended September 30,
                                         2007      2006      2007      2006

    Operating Activities:
       Net income                       $27,852   $26,562   $88,770   $72,035
       Adjustments to reconcile net
        income to net cash provided by
        (used in) operating activities:
         Depreciation                     2,858     2,177     8,003     7,235
         Amortization of intangibles         57       138       173       575
         Stock compensation expense       2,676     2,427     8,710     7,068
         Deferred income tax provision    4,693         -    14,319         -
         Amortization of deferred
          finance fees                      279         -       836         -
         Provision for doubtful accounts   (112)      (34)      484      (248)
         Gain related to previously
          written off receivables             -         -      (377)   (1,573)
         Loss (gain) on disposal of
          fixed assets                      167         2       167        (2)
         Gain on investments             (3,453)       32    (4,878)       32
         Gain on discontinued operations   (330)      (15)     (330)     (124)
         Gain related to terminated
          acquisition, net of expenses        -         -   (22,835)        -
       Changes in operating assets &
        liabilities, net of effects of
        acquisitions and disposals:
         Accounts receivable             (9,424)  (16,563)  (15,396)  (37,515)
         Other receivables                1,845    (1,000)   (2,444)   (5,335)
         Inventory                      (27,685)   (9,298)  (24,001)   12,847
         Accounts payable and accrued
          liabilities                    (6,576)   11,067   (24,385)   17,609
         Excess tax benefits from
          stock-based compensation plans (1,738)     (184)   (8,269)     (538)
         Prepaids and other, net         (4,384)     (119)   (7,957)    7,162
           Net cash provided by (used
            in) operating activities    (13,275)   15,192    10,590    79,228

    Investing Activities:
       Purchases of property, plant,
        and equipment                    (4,083)   (3,138)  (11,138)   (7,080)
       Cash proceeds from sale of
        property & equipment                  3         2         3        22
       Cash received related to
        terminated acquisition, net of
        expenses paid                         -         -    10,554         -
       Cash paid for hedge related to
        terminated acquisition                -         -   (26,469)        -
       Cash proceeds from hedge
        related to terminated acquisition     -         -    38,750         -
       Purchases of available-for-sale
        securities                      (97,776)        -  (295,626)  (51,900)
       Disposals of available-for-sale
        securities                       37,792         -   162,902    76,150
           Net cash provided by (used
            in) investing activities    (64,064)   (3,136) (121,024)   17,192

    Financing Activities:
       Excess tax benefits from stock-
        based compensation plans          1,738       184     8,269       538
       Employer repurchase of shares
        to satisfy minimum tax
        withholdings                     (1,402)     (975)   (3,092)   (2,019)
       Proceeds from issuance of stock    3,691     1,532    14,347     9,746
           Net cash provided by
            financing activities          4,027       741    19,524     8,265
           Net increase (decrease) in
            cash and cash equivalents   (73,312)   12,797   (90,910)  104,685
    Cash and cash equivalents at
     beginning of period                444,020   167,174   461,618    75,286
    Cash and cash equivalents at end
     of period                         $370,708  $179,971  $370,708  $179,971



                              ARRIS GROUP, INC.
                     SUPPLEMENTAL EARNINGS RECONCILIATION
                    (in thousands, except per share data)
                                 (unaudited)

                                             Q1 2007            Q2 2007

                                                   Per                 Per
                                                   Diluted             Diluted
                                        Amount     Share     Amount    Share

    Net income                         $37,644     $0.34    $23,274    $0.21

    Highlighted items:
      Impacting gross margin:
        Stock compensation expense         165         -        229        -

      Impacting operating expenses:
        Gains related to previously
         written off receivables          (377)        -          -        -
        Restructuring charges -
         adjustments to existing
         accruals                          421         -          -        -
        Amortization of intangibles         58         -         58        -
        Stock compensation expense       2,491      0.02      3,149     0.03

      Impacting net income (loss) from
       continuing operations:
        Gains related to terminated
         acquisition, net of
         expenses                      (22,835)    (0.21)         -        -
        Gain on investments                  -         -     (1,345)   (0.01)

      Impacting discontinued operations:
        Gains related to previously
         written off receivables             -         -          -        -

      Impacting income tax expense:
        Adjustments of income tax
         valuation allowances and
         research & development
         credits                        (3,246)    (0.03)         -        -

        Tax related to highlighted
         items above                     7,754      0.07       (670)   (0.01)

    Total highlighted items            (15,569)    (0.14)     1,421     0.01
    Net income excluding highlighted
     items                             $22,075     $0.20    $24,695    $0.22

    Weighted average common shares
     - diluted                                   110,988             111,698



                                             Q1 2006            Q2 2006

                                                   Per                 Per
                                                   Diluted             Diluted
                                        Amount     Share     Amount    Share

    Net income                         $20,723     $0.19    $24,750    $0.23

    Highlighted items:
    Impacting gross margin:
        Stock compensation expense         108         -        112        -
      Impacting operating expenses:
        Gains related to previously
         written off receivables          (475)         -    (1,098)   (0.01)
        Restructuring charges -
         adjustments to existing
         accruals                          328         -         15        -
        Amortization of intangibles        218         -        219        -
        Stock compensation expense       2,140      0.02      2,281     0.02

      Impacting discontinued operations:
        Restructuring charges -
         adjustments to existing
         accruals                          (21)        -        (88)       -

    Total highlighted items              2,298      0.02      1,441     0.01
    Net income excluding highlighted
     items                             $23,021     $0.21    $26,191    $0.24

    Weighted average common shares
     - diluted                                   109,345             109,670



                                             Q3 2007          YTD 2007
                                                   Per               Per
                                                   Diluted           Diluted
                                        Amount     Share    Amount   Share

    Net income                         $27,852     $0.25   $88,770    $0.80

    Highlighted items:
      Impacting gross margin:
        Stock compensation expense         196         -       590     0.01

      Impacting operating expenses:
        Gains related to previously
         written off receivables             -         -      (377)       -
        Restructuring charges -
         adjustments to existing accruals    -         -       421        -
        Amortization of intangibles         57         -       173        -
        Stock compensation expense       2,480      0.02     8,120     0.07

      Impacting net income (loss)
       from continuing operations:
        Gains related to terminated
         acquisition, net of expenses        -         -   (22,835)   (0.20)
        Gain on investments             (3,519)    (0.03)   (4,864)   (0.04)

      Impacting discontinued operations:
        Gains related to previously
         written off receivables          (330)        -      (330)       -


      Impacting income tax expense:
        Adjustments of income tax
         valuation allowances and
         research & development
         credits                        (3,466)    (0.03)   (6,712)   (0.06)

        Tax related to highlighted
         items above                       423         -     7,507     0.07

    Total highlighted items             (4,159)    (0.04)  (18,307)   (0.16)
    Net income excluding highlighted
     items                             $23,693     $0.21   $70,463    $0.63

    Weighted average common shares
     - diluted                                   112,085            111,595



                                             Q3 2006           YTD 2006
                                                   Per                Per
                                                   Diluted            Diluted
                                        Amount     Share    Amount    Share

    Net income                         $26,562     $0.24   $72,035    $0.66

    Highlighted items:
      Impacting gross margin:
        Stock compensation expense         144         -       364        -
      Impacting operating expenses:
        Gains related to previously
         written off receivables             -         -    (1,573)   (0.01)
        Restructuring charges -
         adjustments to existing accruals    4         -       347        -
        Amortization of intangibles        138         -       575     0.01
        Stock compensation expense       2,283      0.02     6,704     0.06

      Impacting discontinued operations:
        Restructuring charges -
         adjustments to existing accruals  (15)        -      (124)       -


    Total highlighted items              2,554      0.02     6,293     0.06
    Net income excluding highlighted
     items                             $29,116     $0.27   $78,328    $0.72

    Weighted average common shares
     - diluted                                   109,090            109,311

ARRIS believes that presenting net income and related per share amounts adjusted for the items detailed above provides meaningful information that will allow investors to more easily understand ARRIS' financial performance and compare its period-to-period results. With respect to stock compensation expense, ARRIS records non-cash compensation expense related to grants of options and restricted stock. Depending upon the size, timing and the terms of the grants, this non-cash compensation expense may vary significantly. In prior periods, ARRIS highlighted significant losses related to bad debt expense associated with certain customers. ARRIS recognized gains in Q1 of 2006 and 2007 and then again in Q3 of 2007 associated with these previously written off receivables. With respect to amortization of intangibles, the intangibles being amortized relate to our most recent acquisitions and will not recur, although we expect to amortize intangibles related to the proposed C-COR acquisition when completed. Similarly, the restructuring charge and discontinued operations adjustments reflect items that, although they or similar items might recur, are of a nature and magnitude that identifying them separately provides investors with a greater ability to project ARRIS' future performance. In the second quarter of 2007, ARRIS realized a gain before tax of $1.3 million on its deferred compensation asset that had been previously recorded as an unrealized gain on the balance sheet. During the third quarter of 2007, ARRIS bought and sold investments and realized a gain of $3.5 million. In the third quarter of 2007, a tax benefit of approximately $3.5 million was recorded for a reversal of valuation allowances and research and development tax credits related to a tax credit study that was undertaken for prior years (2001 - 2006). During the first quarter of 2007, ARRIS announced that it entered into a transaction agreement with TANDBERG Television ASA, in which ARRIS was to buy all the outstanding shares of TANDBERG. ARRIS was subsequently outbid by another buyer and the transaction agreement was terminated during the first quarter 2007. ARRIS recorded gains, net before tax, of $22.8 million related to the termination of the transaction (termination fee, foreign exchange gains, and expenses). The net termination fee resulted in a capital gain which provided greater access to prior tax capital losses that had previously been viewed as more likely than not unrealizable. As a result, net income tax valuation allowances totaling $3.2 million were reversed in the first quarter 2007. In assessing operating performance and preparing budgets and forecasts, ARRIS' management considers performance after making these adjustments and believes that providing investors with the same information provides greater transparency and insight into management's analysis. ARRIS expects to continue providing similar information in the future with schedules reconciling the differences between GAAP and non-GAAP financial measures.

Website: http://www.arrisi.com/




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