<PAGE> 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.
<PAGE> 2
PART I. FINANCIAL INFORMATION
ANTEC CORPORATION
CONSOLIDATED BALANCE SHEETS
(In thousands)
<TABLE>
<CAPTION>
September 30, December 31,
1997 1996
------------- ------------
(Unaudited)
ASSETS
<S> <C> <C>
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
======== ========
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C> <C>
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
======== ========
</TABLE>
See accompanying notes to the consolidated financial statements.
2
<PAGE> 3
ANTEC CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except share data)
<TABLE>
<CAPTION>
Three months ended Nine months ended
September 30, September 30,
------------------------ ------------------------
1997 1996 1997 1996
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
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
=========== =========== =========== ===========
</TABLE>
See accompanying notes to the consolidated financial statements.
3
<PAGE> 4
ANTEC CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
<TABLE>
<CAPTION>
Nine months ended
September 30,
-------------------
1997 1996
--------- ---------
<S> <C> <C>
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
========= =========
</TABLE>
See accompanying notes to the consolidated financial statements.
4
<PAGE> 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
<PAGE> 6
ANTEC CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (con't.)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, 1996 September 30, 1996
------------------ ------------------
(In thousands)
(Unaudited)
<S> <C> <C>
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
========== ==========
</TABLE>
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
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 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-
<PAGE> 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-
<PAGE> 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-
<PAGE> 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-
<PAGE> 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
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<CURRENCY> US DOLLARS
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<EXCHANGE-RATE> 1
<CASH> 8,783
<SECURITIES> 0
<RECEIVABLES> 92,047
<ALLOWANCES> 4,170
<INVENTORY> 117,521
<CURRENT-ASSETS> 221,535
<PP&E> 38,669
<DEPRECIATION> 34,842
<TOTAL-ASSETS> 453,867
<CURRENT-LIABILITIES> 65,309
<BONDS> 93,342
0
0
<COMMON> 390
<OTHER-SE> 294,826
<TOTAL-LIABILITY-AND-EQUITY> 453,867
<SALES> 364,661
<TOTAL-REVENUES> 364,661
<CGS> 275,624
<TOTAL-COSTS> 275,624
<OTHER-EXPENSES> 107,978
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,546
<INCOME-PRETAX> (23,487)
<INCOME-TAX> (6,347)
<INCOME-CONTINUING> (17,140)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (17,140)
<EPS-PRIMARY> (.44)
<EPS-DILUTED> (.44)
</TABLE>
