ARRS Arris International Plc - Ordinary Shares

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. DATASOURCE: ARRIS Group, Inc. CONTACT: Jim Bauer, Investor Relations, ARRIS Group, Inc., +1-678-473-2647, Web site: http://www.arrisi.com/

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