-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QGx6bfEtiXjcW429n0zQiLmVfXYlpxZQclexsPFutqe5Er4RPo23TCptJLh7we5p 8E60ooq/D25depKl4GVJ1A== 0000950137-97-003650.txt : 19971111 0000950137-97-003650.hdr.sgml : 19971111 ACCESSION NUMBER: 0000950137-97-003650 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970930 FILED AS OF DATE: 19971110 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ANTEC CORP CENTRAL INDEX KEY: 0000908610 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 363892082 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-22336 FILM NUMBER: 97712016 BUSINESS ADDRESS: STREET 1: 2850 W GOLF RD STREET 2: SUITE 600 CITY: ROLLING MEADOWS STATE: IL ZIP: 60008 BUSINESS PHONE: 8474394444 MAIL ADDRESS: STREET 1: 2850 W GOLF ROAD CITY: ROLLING MEADOWS STATE: IL ZIP: 60008 10-Q 1 FORM 10-Q DATED SEPTEMBER 30, 1997 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES - --- EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1997 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES - --- EXCHANGE ACT OF 1934 Commission file number 0-22336 ANTEC CORPORATION (Exact name of registrant as specified in its charter) Delaware 36-3892082 - -------- ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization Identification No.) 2850 W. Golf Road Rolling Meadows, IL 60008 (847)439-4444 ------------- (Address, including zip code and telephone number, including area code, of registrant's principal executive offices) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- At October 31, 1997, there were 39,290,097 shares of Common Stock, $0.01 par value, of the registrant outstanding. 2 PART I. FINANCIAL INFORMATION ANTEC CORPORATION CONSOLIDATED BALANCE SHEETS (In thousands)
September 30, December 31, 1997 1996 ------------- ------------ (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 8,783 $ 27,398 Accounts receivable (net of allowance for doubtful accounts of $4,170 in 1997 and $3,539 in 1996) 92,047 106,602 Inventories, primarily finished goods 117,521 138,785 Other current assets 3,184 9,706 -------- -------- Total current assets 221,535 282,491 Property, plant and equipment, net 38,669 35,947 Goodwill (net of accumulated amortization of $35,557 in 1997 and $31,858 in 1996) 160,920 167,128 Deferred income taxes, net 15,656 12,174 Other assets 17,087 13,153 -------- -------- $453,867 $510,893 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 25,115 $ 54,039 Accrued compensation, benefits and related taxes 16,215 19,648 Other current liabilities 23,979 24,160 -------- -------- Total current liabilities 65,309 97,847 Long-term debt 93,342 102,658 -------- -------- Total liabilities 158,651 200,505 Stockholders' equity: Preferred stock, par value $1.00 per share, 5 million shares authorized, none issued and outstanding --- --- Common stock, par value $0.01 per share, 50 million shares authorized; 39.0 million and 38.4 million shares issued and outstanding in 1997 and 1996, respectively 390 384 Capital in excess of par value 256,172 254,181 Retained earnings 38,669 55,809 Cumulative translation adjustments (15) 14 -------- -------- Total stockholders' equity 295,216 310,388 -------- -------- $453,867 $510,893 ======== ========
See accompanying notes to the consolidated financial statements. 2 3 ANTEC CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (In thousands, except share data)
Three months ended Nine months ended September 30, September 30, ------------------------ ------------------------ 1997 1996 1997 1996 ----------- ----------- ----------- ----------- Net sales $ 120,365 $ 178,329 $ 364,661 $ 550,220 Cost of sales 91,049 130,983 275,624 409,027 ----------- ----------- ----------- ----------- Gross profit 29,316 47,346 89,037 141,193 Operating expenses: Selling, general and administrative expenses 28,253 32,254 82,729 96,264 Amortization of goodwill 1,227 1,245 3,699 3,734 Merger/integration costs - - 21,550 - ----------- ----------- ----------- ----------- 29,480 33,499 107,978 99,998 ----------- ----------- ----------- ----------- Operating income (loss) (164) 13,847 (18,941) 41,195 Other expense (income): Interest expense and other, net 1,505 1,751 4,546 6,078 Gain on sale of Canadian business - (3,835) - (3,835) ----------- ----------- ----------- ----------- Income (loss) before income taxes (1,669) 15,931 (23,487) 38,952 Income tax expense (benefit) 330 6,337 (6,347) 14,348 ----------- ----------- ----------- ----------- Net income (loss) $ (1,999) $ 9,594 $ (17,140) $ 24,604 =========== =========== =========== =========== Net income (loss) per common and common equivalent shares $ (.05) $ .24 $ (.44) $ .62 =========== =========== =========== =========== Weighted average common and common equivalent shares 38,828 39,609 38,570 39,663 =========== =========== =========== ===========
See accompanying notes to the consolidated financial statements. 3 4 ANTEC CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (In thousands)
Nine months ended September 30, ------------------- 1997 1996 --------- --------- Operating activities: Net income (loss) $ (17,140) $ 24,604 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 10,893 10,697 Deferred income taxes (3,482) (216) Changes in operating assets and liabilities: Accounts receivable 14,355 (3,197) Inventories 21,264 9,880 Accounts payable and accrued liabilities (29,113) (12,338) Other, net 6,729 (3,613) --------- --------- Net cash provided by operating activities 3,506 25,817 Investing activities: Purchases of property, plant and equipment (9,916) (7,094) Sale of Canadian business - 3,000 Other (4,886) 1,523 --------- --------- Net cash used by investing activities (14,802) (2,571) --------- --------- Net cash provided (used) before financing activities (11,296) 23,246 Financing activities: Borrowings 99,500 156,989 Reductions in borrowings (108,816) (165,259) Proceeds from issuance of common stock 1,997 1,162 --------- --------- Net cash used by financing activities (7,319) (7,108) --------- --------- Net increase (decrease) in cash and cash equivalents (18,615) 16,138 Cash and cash equivalents at beginning of period 27,398 14,075 --------- --------- Cash and cash equivalents at end of period $ 8,783 $ 30,213 ========= ========= Supplemental cash flow information: Interest paid during the period $ 4,807 $ 5,583 ========= ========= Income taxes paid during the period $ 670 $ 12,272 ========= =========
See accompanying notes to the consolidated financial statements. 4 5 ANTEC CORPORATION NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 1. BASIS OF PRESENTATION ANTEC Corporation ("ANTEC" or herein together with its consolidated subsidiaries called the "Company") is an international communications technology company, headquartered in Rolling Meadows, with major offices in Atlanta and Denver. The consolidated financial statements include the accounts of the Company after elimination of intercompany transactions. The consolidated financial statements furnished herein reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary for a fair presentation of the consolidated financial statements for the periods shown. As described more fully in Note 2, on February 6, 1997, the merger between ANTEC Corporation, TSX Corporation and TSX Acquisition Corporation became effective. The consolidated financial statements have been prepared following the pooling of interests method of accounting and reflect the combined financial position, operating results and cash flows of ANTEC Corporation and TSX Corporation as if they had been combined for all periods presented. Certain amounts have been reclassified for the combined presentation. NOTE 2. MERGER On February 6, 1997, shareholders of ANTEC Corporation and TSX Corporation approved the Plan of Merger ("Merger") dated as of October 28, 1996 among ANTEC Corporation, TSX Corporation ("TSX") and TSX Acquisition Corporation, and the Merger resulting in TSX becoming a wholly-owned subsidiary of ANTEC became effective on that date. Under the terms of the transaction, TSX shareholders received one share of ANTEC common stock for each share of TSX common stock that they owned, while ANTEC shareholders continued to own their existing shares. As a result of the Merger, ANTEC issued approximately 15.4 million shares of common stock. The transaction was tax-free for TSX shareholders and was accounted for as a pooling of interests. Prior to the combination, TSX's fiscal year ended April 30, and ANTEC's fiscal year ended December 31. TSX's historical financial statements for periods prior to the December 31, 1996 had to be adjusted to within 93 days of ANTEC's year-end. Therefore, the statements of operations for the three and nine month periods ended September 30, 1996 represents ANTEC's fiscal period ended on that date combined with TSX's three and nine month periods ended the last Saturday in July 1996, respectively. All intercompany sales between TSX and ANTEC were eliminated. Operating results for the three and nine months ended September 30, 1996 were as follows: 5 6 ANTEC CORPORATION NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (con't.) (Unaudited)
Three Months Ended Nine Months Ended September 30, 1996 September 30, 1996 ------------------ ------------------ (In thousands) (Unaudited) Revenue: ANTEC $ 157,956 $ 483,132 TSX 21,173 69,488 Intercompany sales elimination (800) (2,400) ---------- ---------- Combined $ 178,329 $ 550,220 ========== ========== Net Income: ANTEC $ 6,098 $ 11,666 TSX 3,496 12,938 ---------- ---------- Combined $ 9,594 $ 24,604 ========== ==========
As a result of the change in the fiscal year end of TSX, the operating results of TSX for the two months ended December 31, 1996 was reflected as an adjustment to retained earnings of the combined companies as of December 31, 1996. The following summarizes TSX's operating results for the two months ended December 31, 1996 (in thousands) (unaudited): Net sales $ 8,668 Operating loss $ (3,561) Net loss $ (2,571) NOTE 3. MERGER/INTEGRATION COSTS In the first quarter of 1997, in connection with the Merger discussed in Note 2, the Company recorded merger/integration costs aggregating approximately $28 million. The components of the non-recurring charge included $6.9 million related to the investment banking, legal, accounting and contractual change of control payments associated with the Merger; $11.2 million related to facility and operational consolidation and reorganization due to the combining of various manufacturing operations; and $3.4 million related to severance costs resulting from the elimination of positions duplicated by the Merger and integration. The personnel-related costs included charges related to the termination of approximately 200 employees primarily resulting from the factors described above. Also included in the total merger/integration charge was a write-off of redundant inventories relating to overlapping product lines and product development efforts totaling approximately $6.5 million which has been reflected in cost of goods sold for the nine months ended September 30, 1997. As of September 30, 1997, approximately $7.5 million of the charge had yet to be utilized. 6 7 ANTEC CORPORATION NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (con't.) (Unaudited) NOTE 4. SALE OF CANADIAN BUSINESS In the third quarter of 1996, the Company sold its Canadian distribution business to Cabletel Communications Corporation ("Cabletel") for approximately $6.0 million in cash and notes, as well as 1,450,000 and 500,000 shares of common stock in Cabletel and ARC International Corporation, respectively, for an aggregate sales price of approximately $12.4 million. The Company recorded a pretax gain of approximately $3.8 million in connection with the sale. The Canadian distribution business was immaterial to the Company's consolidated results of operations and financial position. NOTE 5. IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS In February 1997, the FASB issued Statement No. 128, Earnings per Share, which is required to be adopted on December 31, 1997. At that time, the Company will be required to change the method currently used to compute earnings per share and to restate all prior periods. The impact of Statement 128 is not expected to be material. 7 8 ANTEC CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS COMPARISON OF OPERATIONS FOR THE NINE AND THREE MONTHS ENDED JUNE 30, 1997 AND 1996 Net Sales. Net sales for the nine and three month periods ended September 30, 1997 were $364.7 million and $120.4 million, respectively, compared to $550.2 million and $178.3 million for the same period in 1996. These decreases include the ongoing reduction in capital spending by ANTEC's largest customer, Tele-Communications, Inc. ("TCI"), the impact of the substantial completion of a major Australian system build in 1996 and the third quarter 1996 sale of the Company's Canadian distribution business. Gross Profit. Gross profit for the nine and three month periods ended September 30, 1997 was $89.0 million and $29.3 million, respectively, compared to $141.2 million and $47.3 million for the same periods in 1996. These decreases reflect lower sales discussed above and, for the nine month period ended September 30, 1997, a $6.5 million write-off of redundant inventories relating to overlapping product lines and product development efforts in connection with the Merger. (See Note 3 of the Notes to the Consolidated Financial Statements.) Excluding the inventory charge, gross profit as a percentage of net sales for the nine and three month periods ended September 30, 1997 was 26.2% and 24.4%, respectively, compared to 25.7% and 26.5% for the same periods in 1996. The reduction in gross profit percentage for the three months ended September 30, 1997 reflects the impact of the Company's decision to maintain and increase production capacity to meet anticipated product demand in 1998. Selling, General and Administrative ("SG&A") Expenses. SG&A expenses for the nine and three month periods ended September 30, 1997 were $82.7 million and $28.3 million, respectively, compared to $96.3 million and $32.3 million for the same periods in 1996. This represents decreases of 14.1% and 12.4% for the nine and three month periods, respectively. These reductions reflect ongoing expense controls and savings resulting from the Merger. Merger/Integration Costs. In the first quarter of 1997, the Company recorded merger/integration costs aggregating approximately $28 million. The non-recurring charge included investment banking, legal, accounting and contractual change of control payments associated with the Merger; facility and operational consolidation and reorganization costs due to the combining of various manufacturing operations; and severance costs resulting from the elimination of positions duplicated by the Merger and integration. Also included in the total merger/integration charge was a write-off of redundant inventories relating to overlapping product lines and product development efforts totaling approximately $6.5 million which has been reflected in cost of goods sold for the nine months ended September 30, 1997. (See Note 3 of the Notes to the Consolidated Financial Statements.) 8 9 ANTEC CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (con't.) Interest Expense and Other, Net. Interest expense and other, net for the nine and three month periods ended September 30, 1997 was $4.5 million and $1.5 million, respectively, compared to $6.1 million and $1.8 million for the same periods in 1996. These decreases relate to decreased debt levels resulting from improved working capital levels. Gain on Sale of Canadian Business. In the third quarter of 1996, the Company sold its Canadian distribution business to Cabletel Communications Corporation ("Cabletel") for approximately $6.0 million in cash and notes, as well as 1,450,000 and 500,000 shares of common stock in Cabletel and ARC International Corporation, respectively, for an aggregate sales price of approximately $12.4 million. The Company recorded a pretax gain of approximately $3.8 million in connection with the sale. The Canadian distribution business was immaterial to the Company's consolidated results of operations and financial position. Net Income (Loss). Net income (loss) for the nine and three month periods ended September 30, 1997 was $(17.1) million and $(2.0) million, respectively, compared to $24.6 million and $9.6 million for the same periods in 1996. Included in the net loss for the nine month period ended September 30, 1997 were approximately $28.0 million of pretax merger/integration costs. (See Note 3 of the Notes to the Consolidated Financial Statements.) The decreases in net income from the same periods in 1996 are due to the factors described above. FINANCIAL LIQUIDITY AND CAPITAL RESOURCES In the first quarter of 1997, in connection with the Merger discussed in Note 2 of the Notes to the Consolidated Financial Statements, the Company recorded merger/integration costs aggregating approximately $28 million. The components of the non-recurring charge included $6.9 million related to the investment banking, legal, accounting and contractual change of control payments associated with the Merger; $11.2 million related to facility and operational consolidation and reorganization due to the combining of various manufacturing operations; and $3.4 million related to severance costs resulting from the elimination of positions duplicated by the Merger and integration. The personnel-related costs included charges related to the termination of approximately 200 employees primarily resulting from the factors described above. Also included in the total merger/integration charge was a write-off of redundant inventories relating to overlapping product lines and product development efforts totaling approximately $6.5 million which has been reflected in cost of goods sold for the nine months September 30, 1997. As of September 30, 1997, approximately $7.5 million of the charge had yet to be utilized. As of September 30, 1997, the Company had a balance of $91 million outstanding under its credit facility. At September 30, 1997, the Company had approximately $26 million of available borrowings under its Credit Facility. The average interest rate on these borrowings was 6.5% at September 30, 1997. The commitment fee on unused borrowings is approximately 1/4 of 1%. 9 10 ANTEC CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (con't.) The Company's capital expenditures were $9.9 million and $7.1 million in the nine months ended September 30, 1997 and 1996, respectively. The Company has no significant commitments for capital expenditures at September 30, 1997. The Company's primary need for capital has been to fund working capital requirements, primarily accounts receivable and inventory. The accounts receivable component of working capital tends to fluctuate closely with the overall volume of sales activity. The Company has generally been able to adjust inventory levels according to anticipated business activity. Reflecting sales decreases, the investment in accounts receivable and inventory decreased approximately $35.6 million and $6.7 million for the nine months ended September 30, 1997 and 1996, respectively. CASH FLOW Cash flows provided by operating activities were $3.5 million and $25.8 million for the nine months ended September 30, 1997 and 1996, respectively. 1997 includes the impact of merger/integration costs and a reduction in accounts payable. 1996 reflects the Company's improved working capital position resulting from its continued effort to control inventory levels. Cash flows used by investing activities were $14.8 million and $2.6 million for the nine months ended September 30, 1997 and 1996, respectively. Both periods include the impact of planned sales, factory and warehouse improvements. 1996 also includes $3.0 million in cash received from the sale of the Canadian distribution business. Cash flows used by financing activities were $7.3 million and $7.1 million for the nine months ended September 30, 1997 and 1996, respectively. Both periods reflect their respective trends in operating and investing activities. 10 11 PART II. OTHER INFORMATION Item 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits 10.10(d) Amendment No. 4 to the Amended and Restated Revolving Credit Agreement (b) Reports on Form 8-K None 11 12 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ANTEC CORPORATION Dated: November 10, 1997 By: /s/ Lawrence A. Margolis ---------------------------------- Lawrence A. Margolis Executive Vice President (Principal Financial Officer, duly authorized to sign on behalf of the registrant) 12 EX-10.10(D) 2 AMEND. NO. 4 TO REVOLVING CREDIT AGREEMENT 1 EXHIBIT 10.10(d) AMENDMENT NO. 4 TO THE AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT AMENDMENT NO. 4 (this "Amendment"), dated as of September 30, 1997, to and under the FIRST AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT, dated as of March 14, 1995, as amended by Amendment No. 1, dated as of December 30, 1995, Amendment No. 2 and Consent No. 2, dated as of July 22, 1996 and Amendment No. 3 and Waiver No. 2, dated as of March 31, 1997 (as so amended, the "Credit Agreement"), by and among ANTEC CORPORATION, a Delaware corporation (the "Borrower"), the Lenders party thereto, THE BANK OF NEW YORK and BANK OF AMERICA, ILLINOIS, as agents (collectively in such capacity, the "Agents") and THE BANK OF NEW YORK, as administrative agent (in such capacity, the "Administrative Agent"). RECITALS A. Capitalized terms used herein which are not defined herein and which are defined in the Credit Agreement shall have the same meanings as therein defined. B. The Borrower has requested that the Agents and the Lenders amend the Credit Agreement with respect to certain financial covenants and the Agents and Required Lenders are willing to do so subject to the terms and conditions hereinafter set forth. Accordingly, in consideration of the covenants, conditions and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: 1. Subject to Paragraph 5 hereof, effective as of July 1, 1997, Section 7.12 of the Credit Agreement is hereby amended and restated in its entirety to read as follows: Maintain at all times during the periods set forth below, an Interest Coverage Ratio of not less than the ratios set forth below: Period Ratio ------ ----- July 1, 1997 through September 30, 1997 2.00:1.00 October 1, 1997 through December 31, 1997 1.75:1.00 January 1, 1998 through March 31, 1998 1.50:1.00 -1- 2 April 1, 1998 through June 30, 1998 1.75:1.00 July 1, 1998 through September 30, 1998 2.25:1.00 October 1, 1998 and thereafter 2.50:1.00 2. Subject to Paragraph 5 hereof, effective as of July 1, 1997, Section 7.13 of the Credit Agreement is hereby amended and restated in its entirety to read as follows: Maintain at all times during the periods set forth below, a Leverage Ratio of not greater than the ratios set forth below: Period Ratio ------ ----- July 1, 1997 through December 31, 1997 3.25:1.00 January 1, 1998 through June 30, 1998 3.50:1.00 July 1, 1998 and thereafter 3.00:1.00 3. Except as amended hereby, the Credit Agreement shall in all other respects remain in full force and effect. 4. In order to induce the Agents and the Lenders to execute this Amendment, the Borrower (i) reaffirms and admits the validity and enforceability of the Load Documents and its obligations thereunder, (ii) represents and warrants that each of the representations and warranties contained in the Credit Agreement is and shall be true and correct in all respects with the same force and effect as if made on and as of the date hereof, and (iii) certifies that immediately before and after giving effect to this Amendment, no Default or Event of Default exists. 5. This Amendment shall be effective at such time as the Administrative Agent shall have received this Amendment, duly executed by the Borrower, each Guarantor and Required Lenders. 6. This Amendment may be executed in any number of counterparts, each of which shall be an original and all of which shall constitute one agreement. It shall not be necessary in making proof of this Amendment to produce or account for more than one counterpart containing the signature of the party to be charged. 7. This Amendment is being delivered, and is intended to be performed, in the State of New York, and shall be construed and enforceable in accordance with, and be governed by the internal laws of the State of New York, without regard to principles of conflict of laws. -2- 3 8. This Amendment shall be subject to such conditions and limitations as are specified herein, and the rights of the Loan Parties, the Lenders and the Agents under the Credit Agreement and the other Loan Documents shall be otherwise unaffected. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written. ANTEC CORPORATION By: /s/ Lawrence A. Margolis ------------------------------ Name: Lawrence A. Margolis Title: Executive Vice President THE BANK OF NEW YORK Individually, as Agent and as Administrative Agent By: /s/ William O'Daly ------------------------------ Name: William O'Daly Title: Vice President BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, Individually and as Agent By: /s/ Christine M. Tierney ------------------------------ Name: Christine M. Tierney Title: Senior Vice President CAISSE NATIONALE DE CREDIT AGRICOLE By: /s/ Dean Balice ------------------------------ Name: Dean Balice Title: Senior Vice President/Branch Manager THE FIRST NATIONAL BANK OF CHICAGO By: /s/ Krys Szremski ------------------------------ Name: Krys Szremski Title: Vice President -3- 4 BANQUE PARIBAS By: ------------------------------ Name: Title: By: ------------------------------ Name: Title: BANK OF MONTREAL By: /s/ John R. Gremillion ------------------------------ Name: John R. Gremillion Title: Director THE BANK OF NOVA SCOTIA By: ------------------------------ Name: Title: PNC BANK, NATIONAL ASSOCIATION By: /s/ Kenneth D. Sweder ------------------------------ Name: Kenneth D. Sweder Title: Vice President FIRST BANK NATIONAL ASSOCIATION By: /s/ Robert W. Miller ------------------------------ Name: Robert W. Miller Title: Vice President THE NORTHERN TRUST COMPANY By: /s/ Michelle M. Teteak ------------------------------ Name: Michelle M. Teteak Title: Vice President -4- 5 By signing below, each of the Subsidiary Guarantors consents to the foregoing Amendment. ANTEC LATIN AMERICA, INC. ANTEC DIGITAL VIDEO INC. ANIXTER CATV INDUSTRIES ELECTRONIC CONNECTOR CORPORATION OF ILLINOIS ELECTRONIC SYSTEM PRODUCTS INC. ENGINEERING TECHNOLOGIES GROUP INC. HOME SATELLITE SYSTEMS ITEL HOLDINGS, INC. KEPTEL, INC. MSO SUPPLY COMPANY POWER GUARD, INC. REGAL TECHNOLOGIES, LTD. COMFAB TECHNOLOGIES, INC. BENEFIT CONNECTIONS, INC. ANTEC INTERNATIONAL HOLDINGS INC. ANTEC PACIFIC INC. ANTEC SPAIN INC. SCIENTIFIC-ATLANTA LA VENTURE, INC. TSX CORPORATION TEXSCAN CORPORATION TEXSCAN MSI CORPORATION TEXSCAN TRADING COMPANY AS TO EACH OF THE FOREGOING By: /s/ Lawrence A. Margolis -------------------------- Name: Lawrence A. Margolis Title: Executive Vice President EX-27 3 FINANCIAL DATA SCHEDULE
5 1,000 US DOLLARS 9-MOS DEC-31-1997 JAN-01-1997 SEP-30-1997 1 8,783 0 92,047 4,170 117,521 221,535 38,669 34,842 453,867 65,309 93,342 0 0 390 294,826 453,867 364,661 364,661 275,624 275,624 107,978 0 4,546 (23,487) (6,347) (17,140) 0 0 0 (17,140) (.44) (.44)
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