<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- --- EXCHANGE ACT OF 1934...............FOR THE FISCAL YEAR ENDED DECEMBER
31, 1995
OR
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 WEST 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)
Securities registered pursuant to Section 12(b) of the Act:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
------------------- -------------------
Common stock, $0.01 par value NASDAQ National Market System
Securities registered pursuant to Section 12(g) of the Act: None
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
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. ___
The aggregate market value of the shares of Registrant's common stock,
$0.01 par value, held by nonaffiliates of Registrant was approximately
$251,482,000 as of March 13, 1996.
At March 13, 1996, 22,872,682 shares of Registrant's common stock,
$0.01 par value, were outstanding.
<PAGE> 2
The undersigned registrant hereby amends the following items of its
Annual Report on Form 10-K for the year ended December 31, 1995 as set forth in
the pages attached hereto:
Part II.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
<PAGE> 3
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following should be read in conjunction with the Company's
consolidated financial statements and the related notes thereto included
elsewhere in this Report.
INDUSTRY CONDITIONS
The Company's performance is largely dependent on capital spending for
constructing, rebuilding, maintaining or upgrading of domestic cable systems.
Approximately 70% of the Company's sales for 1995 came from sales to the
domestic cable industry. Capital spending in the cable industry has been
cyclical. The amount of capital spending and, therefore, the Company's sales
and profits, are affected by a variety of factors, including general economic
conditions, availability and cost of capital, other demands and opportunities
for capital (such as acquisitions), regulation, demand for cable services,
competition and technology, and real or perceived trends or uncertainties in
these factors. For example, financing difficulties and concerns about
potential regulation and changing technologies depressed capital spending in
1991 and mid-1992. Similarly, rate reductions for cable service imposed by the
FCC in 1994 caused scheduled capital spending to be delayed. Also during 1995,
delays in the passage of the telecommunications bill and increased merger and
acquisition activity in the cable industry depressed capital spending.
Technological developments are occurring rapidly in the communications
industry. A recent example is direct broadcast satellite which bypasses
traditional cable systems. The effects of such developments on the Company and
the cable industry as a whole are uncertain. The Company itself is involved in
several developmental projects independently and through one of its joint
ventures with Nortel. There can be no assurance that such projects will be
successfully developed or, if developed, such products will be widely accepted
or otherwise successfully exploited.
In addition to the factors affecting capital spending for the domestic
cable industry, the Company may be affected by which companies are doing the
spending because of its close ties to traditional cable companies in general
and to certain of these companies in particular. Thus, the entrance of
telephone companies into the cable industry and the consolidation of cable
companies and telephone companies, as the result of the new federal legislation
discussed below, may affect not only the level of capital spending in general,
but the portion thereof received by the Company.
In the first quarter of 1996, the telecommunications bill ("Bill) was
approved by Congress and signed by the President. Overall, the Bill allows
long-distance carriers, local phone companies and cable companies to provide
similar services across their networks. The Bill gives the FCC broad powers
over this process and the technology which will be used. The Bill also greatly
eases restrictions on ownership of radio and television stations, permits the
regional telephone companies to engage in manufacturing
<PAGE> 4
and research and development and is intended to facilitate the increased
availability of wireless technologies. The impact of the Bill on the Company
and the industry it serves is not known as the FCC and state regulators must
decide how the Bill will be implemented, and the companies must decide what
services they provide in the future.
RESULTS OF OPERATIONS
The following table sets forth certain financial data as a percentage of
net sales:
<TABLE>
<CAPTION>
Years Ended December 31
-----------------------
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Net sales ..................................................... 100.0% 100.0% 100.0%
Cost of sales ................................................. 76.6 78.4 80.6
----- ----- -----
Gross profit .................................................. 23.4 21.6 19.4
Selling, general and administrative expenses .................. 17.9 14.0 13.5
Non-recurring items............................................ 3.3 - -
----- ----- -----
Operating income before goodwill amortization (1) ............. 2.2 7.6 5.9
Amortization of goodwill ...................................... 0.7 0.6 0.7
----- ----- -----
Operating income .............................................. 1.5 7.0 5.2
Interest expense and other, net ............................... 1.7 0.8 0.7
----- ----- -----
Income (loss) before income tax expense ....................... (0.2) 6.2 4.5
Income tax expense ............................................ 4 2.8 2.1
----- ----- -----
Net income (loss) ............................................. (0.6)% 3.4% 2.4%
===== ===== =====
</TABLE>
(1) Based upon discussions with financial analysts, the Company considers
operating income before goodwill amortization to be a meaningful and
readily comparable measure of the Company's relative performance.
Operating income before goodwill amortization is not presented in
accordance with Generally Accepted Accounting Principles ("GAAP"), and it
should not be considered in isolation or as an alternative to GAAP-derived
measures of financial performance.
COMPARISON OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994
Net Sales. Net sales were $658.2 million in 1995 as compared to $553.5
million in 1994. Net sales increased primarily due to continued international
expansion and the full year impact of the 1994 acquisitions. Businesses
acquired in 1994 accounted for approximately $90 million of the increase in net
sales. Overall sales to domestic CATV customers were down slightly compared to
1994 primarily resulting from legislative and regulatory uncertainties.
Gross Profit. Gross profit in 1995 was $154.1 million as compared to
$119.6 million in 1994. Gross profit increased primarily due to an increase in
net sales. Gross profit percentages increased to 23.4% in 1995 from 21.6% in
1994 due to changes in product mix as the result of new, higher margin products
and services. In the fourth quarter of 1994, the Company determined its reserve
for obsolete and slow-moving inventory was in excess of current needs. At
December 31, 1994, the inventory levels of high technology products (i.e.,
products most susceptible to obsolescence) had been
<PAGE> 5
reduced significantly from prior years, therefore significantly reducing the
risk of obsolescence. As a result, the Company recorded a $3.1 million
favorable inventory adjustment in the fourth quarter of 1994.
Selling, General and Administrative ("SG&A") Expenses. SG&A expenses
in 1995 were $117.9 million as compared to $77.4 million in 1994. This
increase primarily reflects the inclusion of the operating expenses of recent
acquisitions and related expenses, increased product development and
international market development, and a modest increase in core expenses.
Non-Recurring Items. In the third quarter of 1995, a $21.7 million
pretax non-recurring charge was recorded resulting from the Company's decision
to integrate its manufacturing and engineering businesses to capture the
potential synergies of its recent acquisitions and streamline its distribution
operations, merging two distribution divisions into one, eliminating sales and
warehouse facilities. (See Financial Liquidity and Capital Resources.)
Interest Expense and Other, Net. Interest expense and other, net was
$11.0 million in 1995 as compared to $4.5 million in 1994. This increase
relates primarily to increased debt levels resulting from the 1994 acquisitions
and increased investment in product development and worldwide market expansion.
Net Income (Loss). Net loss in 1995 was $3.6 million as compared to
net income of $18.9 million in 1994. This decrease is due to factors described
above. Net income before the impact of the non-recurring charge was $9.4
million in 1995. Non-cash goodwill amortization expense increased $1.7 million
to $4.8 million relating to the acquisitions completed in 1994.
COMPARISON OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1993
Net Sales. Net sales were $553.5 million in 1994 as compared to $427.6
million in 1993. Net sales increased primarily due to increased capital
spending by cable system operators that were upgrading their systems and
technology. A large portion of the sales increase resulted from increased
sales of high bandwidth and system passive products. Businesses acquired in
1994 accounted for approximately $34 million of the increase in sales.
Gross Profit. Gross profit in 1994 was $119.6 million in 1994 as
compared to $83.0 million in 1993. Gross profit increased primarily due to an
increase in net sales, and to a lesser extent the impact of the 1994
acquisitions. Gross profit percentages increased to 21.6% in 1994 from 19.4%
in 1993 primarily due to changes in the product mix favoring higher margin
products. In the fourth quarter of 1994, the Company determined its reserve
for obsolete and slow-moving inventory was in excess of current needs. At
December 31, 1994, the inventory levels of high technology products (i.e.,
products most susceptible to obsolescence) had been reduced signficantly from
prior
<PAGE> 6
years, therefore significantly reducing the risk of obsolescence. As a result,
the Company recorded a $3.1 million favorable inventory adjustment in the
fourth quarter of 1994.
Selling, General and Administrative ("SG&A") Expenses. SG&A expenses
in 1994 were $77.4 million as compared to $57.8 million in 1993. SG&A expenses
as a percentage of sales increased to 14.0% in 1994 from 13.5% in 1993
primarily due to increased product development costs and international
expansion.
Interest Expense and Other, Net. Interest expense and other, net was
$4.5 million in 1994 as compared to $3.3 million in 1993. This increase
primarily relates to increased debt levels resulting from the 1994 acquisitions
and increasing interest rates.
Net Income. Net Income was $18.9 million in 1994 as compared to $10.1
million in 1993. This increase was primarily due to a significant increase in
sales and an increase in gross profit margin as described above. Non-cash
goodwill amortization expense increased to $3.2 million in 1994 due to the 1994
acquisitions.
FINANCIAL LIQUIDITY AND CAPITAL RESOURCES
In the third quarter of 1995, ANTEC announced plans to reorganize the
Company in order to reduce costs of operations and to refocus its product and
market development activities. The Company's decision to reorganize was a
result of the impact of reduced spending in the domestic CATV industry. The
Company had expected its aggressive product development and international
expansion to be funded by continued increases in spending by domestic
customers. When this did not occur, due to softness in the domestic market,
the Company took steps necessary to consolidate operations to reflect current
customer spending patterns. The four major components of the Company's
reorganization plan were to: (1) streamline the distribution organization by
merging two divisions into one, resulting in the closing of six sales offices
and four warehouse locations and a resultant planned reduction in inventory;
(2) refocus product development on those activities that directly support the
network elements for the early deployment of hybrid-fiber coax architectures
and eliminate or delay spending on other selected projects; (3) concentrate
international activities on growing existing programs, especially in Asia and
South America; and (4) capture synergies of 1994 acquisitions by accelerating
integration and consolidation of the engineering and manufacturing operations
functions of the ESP, ETG, Power Guard and Keptel businesses. The components
of the non-recurring charge included $9.0 million related to personnel-related
costs and operating lease commitments for facility closings, $10.0 million for
the write-down to net realizable value of inventory in discontinued product
lines and $2.7 million for the write-down of other assets. The
personnel-related costs included charges related to the termination of
approximately 100 employees primarily resulting from the factors described
above. The inventory write-down to net realizable value related to the refocus
of product development which eliminated selected projects and related inventory
and the consolidation of the distribution divisions which eliminated certain
competing product lines. In the fourth quarter of 1995, the Company paid
approximately $3 million relating to
<PAGE> 7
the personnel and operating lease costs. At December 31, 1995, approximately
$6 million of the charge had yet to be utilized. It is currently anticipated
that the remaining balance will be expended by the end of 1996, except for
amounts related to long-term property lease commitments.
In March 1995, the Company and a group of banks executed a restatement
and amendment to the revolving credit facility (the "Credit Facility")
extending the maturity to 1999 and increasing the loan commitments to $225
million. After the reorganization in September of the Company's business and
related non-recurring charge, the terms and conditions of the Credit
Facility were further amended to enhance the Company's flexibility and reduce
the size of the facility to $185 million. As of December 31, 1995, the Company
had approximately $47 million of available borrowings under the Credit
Facility.
The Company's capital expenditures were $13.5 million in 1995 as
compared to $10.5 million in 1994. 1995 capital expenditures consisted
primarily of planned sales office and warehouse improvements and expansion,
occurring principally in the first three quarters of the year. The Company has
no significant commitments for capital expenditures at December 31, 1995.
The Company's primary need for capital is 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. Reflecting sales increases, the investment
in accounts receivable increased approximately $14.4 million in 1995. The
Company has generally been able to adjust inventory levels according to
anticipated business activity. 1995 inventory levels continued to decrease
throughout the second half of the year resulting from the Company's increased
efforts to control inventory levels. 1994 reflects a significant increase in
inventory levels, primarily system passives. This increase was caused by an
accelerated production schedule set early in the year to respond to the
forecasted needs of customers.
The Company additionally requires capital to fund acquisitions and
alliances both in the United States and international markets. During 1994,
the Company completed several acquisitions aggregating over $100 million in
cash and ANTEC common stock. Also in 1994, ANTEC formed a joint venture with a
wholly-owned subsidiary of Sumitomo Electric Industries, Ltd. to manufacture
fiber optic cable. ANTEC contributed approximately $4 million and owns 20% of
the joint venture. In 1995, the Company paid approximately $11 million in cash
and ANTEC common stock principally resulting from the final settlement of
contingent payments for certain 1994 acquisitions.
Cash Flow
Cash flows provided (used) by operating activities were $25.7 million,
($37.2) million and ($2.9) million for the years ended December 31, 1995, 1994
and 1993, respectively. The increase in cash flow in 1995 was primarily due to
continued efforts to
<PAGE> 8
improve working capital levels. The decrease in cash flow in 1994 was a result
of the continued increase in working capital investments required to support
the increase in sales activity. 1994 reflects a significant increase in
inventory levels, primarily system passives. This increase was caused by an
accelerated production schedule set early in the year to respond to the
forecasted needs of customers. 1995 inventory levels continued to decrease
throughout the latter half of 1995. Cash flows used by investing activities
were $19.4 million, $66.2 million and $11.0 million for the years ended
December 31, 1995, 1994 and 1993, respectively. Cash flows used for
acquisitions of businesses were $2.7 million, $50.6 million and $9.8 million in
1995, 1994 and 1993, respectively.
Cash flows provided (used) by financing activities were ($6.1) million,
$103.1 million and $14.0 million for the years ended December 31, 1995, 1994
and 1993, respectively. The decrease in 1995 was primarily due to improved
working capital, primarily inventory levels. The increase in 1994 was
primarily due to acquisitions of businesses and increased working capital
requirements. 1993 includes a net reduction in borrowings of $53.5 million,
which resulted from the use of net proceeds from the initial public offering,
partially offset by an increase in debt to support working capital needs.
Prior to July 1993, the Company operated as part of Anixter's centralized cash
management system and net cash receipts and available borrowings of the Company,
if not needed to fund its operatons, were assumed to be transferred to Anixter.
Such assumed transfers (to) from Anixter were none, none and $8.6 million for
the years ended December 31, 1995, 1994 and 1993 respectively.
<PAGE> 9
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) 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
/s/ Lawrence A. Margolis
-------------------------
Lawrence A. Margolis
Executive Vice President
Dated: December 23, 1996
