10-Q/A 1 g69319ae10-qa.txt ANTEC CORPORATION 1 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------- FORM 10-Q/A FOR THE QUARTER ENDED MARCH 31, 2001 OF ANTEC CORPORATION A DELAWARE CORPORATION IRS EMPLOYER IDENTIFICATION NO. 36-3892082 SEC FILE NUMBER 000-22336 11450 TECHNOLOGY CIRCLE DULUTH, GA 30097 (678) 473-2000 ANTEC (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, and (2) has been subject to such filing requirements for the past 90 days. As of April 30, 2001, 38,167,314 shares of the registrant's Common Stock, $0.01 par value, were outstanding. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 2 ANTEC CORPORATION FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2001 INDEX

i 3 PART I FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS ANTEC CORPORATION CONSOLIDATED BALANCE SHEETS (IN THOUSANDS)

See accompanying notes to the consolidated financial statements 1 4 ANTEC CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (IN THOUSANDS, EXCEPT PER SHARE DATA)

See accompanying notes to the consolidated financial statements. 2 5 ANTEC CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (IN THOUSANDS)

See accompanying notes to the consolidated financial statements. 3 6 ANTEC CORPORATION NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 1. BASIS OF PRESENTATION ANTEC Corporation (together with its consolidated subsidiaries, except as the context otherwise indicates, "ANTEC" or the "Company") is an international communications technology company, headquartered in Duluth, Georgia. ANTEC specializes in the design and engineering of hybrid fiber-coax ("HFC") architectures and the development and distribution of products for broadband networks. The Company provides its customers with products and services that enable reliable, high-speed, two-way broadband transmission of video, telephony, and data. ANTEC operates in one business segment, Communications, providing a range of customers with network and system products and services, primarily HFC networks and systems for the communications industry. This segment accounts for 100% of consolidated sales, operating profit and identifiable assets of the Company. ANTEC provides a broad range of products and services to cable system operators and telecommunication providers. ANTEC is a leading developer, manufacturer and supplier of telephony, optical transmission, construction, rebuild and maintenance equipment for the broadband communications industry. ANTEC supplies most of the products required in a broadband communication system, including headend, distribution, drop and in-home subscriber products. 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. Additionally, certain prior year amounts have been reclassified to conform to the 2001 financial statement presentation. Interim results of operations are not necessarily indicative of results to be expected from a twelve-month period. These interim financial statements should be read in conjunction with the Company's audited consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K/A for the Company's year ended December 31, 2000 (as restated). NOTE 2. LANCITY TRANSACTION AND RESTATEMENT During the first quarter of 1999, ANTEC and Nortel Networks completed the combination of the Broadband Technology Division of Nortel Networks, referred to as LANcity, with Arris Interactive, L.L.C. ("Arris"), a joint venture between ANTEC and Nortel Networks ("Nortel"). This combination was effected by the contribution of the LANcity assets and business into Arris. ANTEC's interest in the joint venture was reduced by 6.25% from 25.0% to 18.75% with potential dilution to 12.50%, while Nortel's interest was increased from 75.0% to 81.25% with the potential to increase to 87.5%. In connection with the transaction, as previously disclosed in the first quarter of 1999, ANTEC recorded a one-time, pre-tax, non-cash gain of $60.0 million, net of $2.5 million of transaction related expenses, based upon an independent valuation of LANcity. The transaction was accounted for, in effect, as if it were a gain on the sale of a 12.50% interest in Arris by ANTEC to Nortel in exchange for a 12.50% interest in LANcity. ANTEC elected to recognize gains or losses on the sale of previously unissued stock of a subsidiary or investee based on the difference between the carrying amount of the equity interest in the investee immediately before and after the transaction and deferred income taxes were provided on such gain. ANTEC's interest in Arris was subject to further dilution based upon its performance over the eighteen-month period ended June 30, 2000. At the expiration of the eighteen-month period, no further dilution of ANTEC's share of the joint venture occurred, and, based upon the initial independent valuation, ANTEC, as previously discussed, recorded an additional one-time, pre-tax, non-cash gain of $31.25 million to reflect ANTEC's final ownership percentage in the joint venture of 18.75%. 4 7 ANTEC CORPORATION NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) The Company has restated its consolidated financial statements for the years ended December 31, 2000 and 1999 by eliminating the gain of $31.25 million and $62.5 million, respectively, recorded on the LANcity transaction in the second quarter of the year ended December 31, 2000 and the first quarter of the year ended December 31, 1999. See the Company's restated consolidated financial statements in its amended Form 10-K/A. The gains previously recorded for the years ended December 31, 2000 and 1999 were based on the fair value of the LANcity assets contributed to Arris by Nortel. Upon further review, in connection with the pending acquisition of Nortel's interest in Arris, the Company determined that Arris accounted for the contribution of LANcity into Arris at historical cost in a manner similar to a pooling of interests since LANcity and Arris were under the common control of Nortel. Accordingly, the Company revised its accounting for the LANcity transaction to be consistent with the accounting by Arris. As Arris continued to have a deficit in members' equity subsequent to the LANcity transaction and the Company's accounting for the transaction is predicated on the accounting by Arris, the Company has eliminated its one-time, pre-tax, non-cash gain on the LANcity transaction. The effects of the restatement on the Company's financial statements as of March 31, 2001 and December 31, 2000 and for the quarter ended March 31, 2000 are as follows (in thousands except for per share amounts):

--------------- * These items are not reported in this Form 10-Q/A filing and, therefore, are not included in this table. NOTE 3. IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS In 2000, the Emerging Issues Task Force reached a consensus on EITF No. 00-10, Accounting for Shipping and Handling Fees and Costs ("EITF 00-10") that states all amounts billed to a customer in a sale transaction related to shipping and handling represent revenues earned for the goods provided and should be classified as revenue. Historically, ANTEC has not included amounts billed to customers for shipping and handling as revenues. These amounts were not previously recorded as revenue and the related costs as cost of sales because they were netted as pass-through expenses, reimbursed in total by the Company's customers. For the quarters ended March 31, 2001 and 2000, shipping and handling costs, in aggregate, were approximately $1.8 million and $6.2 million, respectively, and are appropriately reflected in net sales and cost of sales. In June 1998, the Financial Accounting Standards Board issued FASB Statement No. 133, Accounting for Derivative Instruments and Hedging Activities. FASB Statement No. 133 was originally effective for fiscal years beginning June 15, 1999. However, on May 19, 1999, the FASB voted to delay the effective date for one 5 8 ANTEC CORPORATION NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) year, to fiscal years beginning after June 15, 2000 by issuing FASB Statement No. 137. The Statement will require the Company to disclose certain information regarding derivative financial instruments. The Company has adopted FASB Statement No. 133 as of December 31, 2000 and other than additional disclosure requirements, the effects were immaterial to the Company's financial statements. NOTE 4. RESTRUCTURING AND OTHER CHARGES In the fourth quarter of 1999, in conjunction with the announced consolidation of the New Jersey facility to Georgia and the Southwest, coupled with the discontinuance of certain product offerings, the Company recorded a pre-tax charge of approximately $16.0 million. Included in the charge was approximately $2.6 million related to personnel costs and approximately $3.0 million related to lease termination and other facility shutdown charges. Included in the restructuring was the elimination of certain product lines resulting in an inventory obsolescence charge totaling approximately $10.4 million, which has been reflected in the cost of sales. The personnel-related costs included termination expenses for the involuntary dismissal of 87 employees, primarily engaged in engineering, inside sales and warehouse functions performed at the New Jersey facility. ANTEC offered terminated employees separation amounts in accordance with ANTEC's severance policy and provided the employees with specific separation dates. In connection with customer demand shifting to ANTEC's newer product offerings, such as the new Total System Power ("TSP") and the Scaleable and Micro Node products, ANTEC discontinued certain older product lines that were not consistent with ANTEC's focus on two-way, high-speed Internet, voice and video communications equipment. This discontinuance affected the UCF and SL powering products and included the narrowing of ANTEC's RF and optical products. During the second quarter of 2000, ANTEC further evaluated its powering and RF products and recorded an additional pre-tax charge of $3.5 million to cost of goods sold, bringing the total reorganization related charge to $19.5 million. In addition to the charges totaling $19.5 million, ANTEC anticipated that approximately $1.6 million of relocation and fixed asset depreciation expenses would be incurred in connection with the New Jersey facility closure, of which approximately $1.0 million has been recognized as of March 31, 2001. It is anticipated that no additional costs will be incurred against this original estimate of $1.6 million. As of March 31, 2001, of the $19.5 million pre-tax charge, approximately $0.6 million related to personnel costs, $1.1 million related to RF product warranties and approximately $0.7 million related to lease termination and other facility shutdown expenses remain to be paid. The majority of the personnel costs remaining were expended in May 2001 and the Company anticipates that the remaining lease termination and facility shutdown charges will be fully recognized during the second quarter of 2001. ANTEC undertook all of these actions to structure itself into a more efficient organization and to further integrate ANTEC's speed-to-market philosophy. ANTEC realigned its manufacturing operations located in New Jersey in order to accelerate the production transition from in-house design and tooling functions into the manufacturing process. With the exception of saving approximately $1.5 million in lease obligation and selling, general, administrative and development costs, ANTEC has shifted the remaining costs related to the New Jersey facility to Georgia and the Southwest. During the first quarter of 2000, ANTEC expended approximately $0.6 million in connection with its 1998 plan to consolidate certain facilities and move its headquarters to Georgia. This amount represented the remaining balance of accrued costs related to the obligations resulting from this restructuring. 6 9 ANTEC CORPORATION NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) NOTE 5. INVENTORIES Inventories are stated at the lower of average, approximating first-in, first-out, cost or market. The components of inventory are as follows (in thousands):

NOTE 6. PROPERTY, PLANT AND EQUIPMENT, NET Property, plant and equipment, at cost, consists of the following (in thousands):

NOTE 7. LONG TERM DEBT Long term debt consists of the following (in thousands):

In 1998, the Company issued $115.0 million of 4.5% Convertible Subordinated Notes ("Notes") due May 15, 2003. The Notes are convertible, at the option of the holder, at any time prior to the close of business on the stated maturity date, into the Company's common stock ("Common Stock") at a conversion price of $24.00 per share. The Notes are redeemable, in whole or in part, at the Company's option, at any time on or after May 15, 2001. If the Notes are redeemed during the twelve-month period commencing May 15, 2001, ANTEC will pay a premium of 1.8% of the principal amount or approximately $2.1 million. In April 1999, the Company amended its secured four-year credit facility ("Credit Facility") to increase the existing line from $85.0 million to $120.0 million. The Credit Facility was also amended to increase the assets eligible for borrowings to be advanced against. None of the other significant terms, including pricing, were changed with the amendment. The average annual interest rate on borrowings was approximately 6.21% at March 31, 2001. The commitment fee on unused borrowings is approximately 0.2%. The Credit Facility contains various restrictions and covenants, including limits on payments to stockholders, interest coverage, and net worth tests. As of March 31, 2001, ANTEC is in technical default of the fixed charge coverage ratio 7 10 ANTEC CORPORATION NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) covenant of its Credit Agreement dated May 21, 1998 as amended and restated as of April 28, 1999. The Company has obtained a waiver from its banks related to this noncompliance for the period ended March 31, 2001. In accordance with Financial Accounting Standards No. 6, Classification of Short-Term Obligations Expected to be Refinanced, the $79.0 million outstanding balance on the revolving line of credit has been reclassified from a long-term liability to a current liability at March 31, 2001. Since the waiver is for the period ended March 31, 2001 and not for subsequent periods, the reclassification is consistent with current accounting guidance. As discussed below, upon the consummation of the Arris transaction a new four-year revolving line of credit will replace the existing facility and will be classified as long-term. As of March 31, 2001, the Company had approximately $41.0 million of available borrowings under the Credit Facility. Currently, ANTEC has obtained a commitment for a new credit facility that will replace the Company's current $120.0 million credit facility. The new credit is needed because of ANTEC's proposed acquisition of Nortel Network's ownership interest in Arris Interactive L.L.C. and the need to sufficiently fund the working capital needs of the combined entity at the close of the proposed transaction. It is anticipated that this transaction will close at the end of the second quarter of 2001. It this transaction is delayed significantly beyond the end of the second quarter, the Company believes that a similar waiver, as previously discussed, would be required for the period ended June 30, 2001 (See Note 12 of the Notes to the Consolidated Financial Statements.) NOTE 8. COMPREHENSIVE (LOSS) INCOME Total comprehensive (loss) income for the three-month periods ended March 31, 2001 and 2000 was $(4.9) million and $10.0 million, respectively. Comprehensive income decreased approximately $370 thousand during the first quarter of 2001 and decreased approximately $70 thousand during the first quarter of 2000. NOTE 9. SALES INFORMATION As of March 31, 2001, Liberty Media Corporation, which is part of the Liberty Media Group of AT&T whose financial performance is "tracked" by a separate class of AT&T stock, effectively controlled approximately 20% of the outstanding ANTEC common stock on a fully diluted basis. The effective ownership includes options to acquire an additional 854,341 shares. A significant portion of the Company's revenue is derived from sales to AT&T (including MediaOne Communications, which was acquired by AT&T during 2000) aggregating $90.9 million and $119.7 million for the quarters ended March 31, 2001 and 2000, respectively. ANTEC operates globally and offers products and services that are sold to cable system operators and telecommunications providers. ANTEC's products and services are focused in four general product categories: optical and broadband transmission, cable telephony and Internet access, outside plant and powering, and supplies and services. Consolidated revenues by principal products and services for the quarters ended March 31, 2001 and 2000, respectively were as follows (in millions)(unaudited):

The Company sells its products primarily in the United States with its international revenue being generated from Asia Pacific, Europe, Latin America and Canada. The Asia Pacific market includes Australia, 8 11 ANTEC CORPORATION NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) China, Hong Kong, India, Indonesia, Japan, Korea, Malaysia, New Zealand, Philippines, Sampan, Singapore, Taiwan, and Thailand. The European market includes France, Ireland, Italy, Portugal, Spain and the United Kingdom. International sales for the quarters ended March 31, 2001 and 2000 are as follows (in thousands):

NOTE 10. EARNINGS PER SHARE The following is a reconciliation of the numerators and denominators of the basic and diluted earnings per share ("EPS") computations for the periods indicated (in thousands except per share data):

The 4.5% Convertible Subordinated Notes were antidilutive for the three-month period ended March 31, 2001. The effects of the options and warrants were not presented for the three months ended March 31, 2001 as the Company incurred a net loss and inclusion of these securities would be antidilutive. 9 12 ANTEC CORPORATION NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) NOTE 11. SUMMARY QUARTERLY CONSOLIDATED FINANCIAL INFORMATION (UNAUDITED) The following table summarizes ANTEC's quarterly consolidated financial information (in thousands, except share data).

--------------- (1) As of January 1, 2000, the Company froze the defined pension plan benefits for 569 participants. These participants elected to participate in ANTEC's enhanced 401(k) plan. Due to the cessation of plan accruals for such a large group of participants, a curtailment was considered to have occurred. As a result of the curtailment, as outlined under FASB Statement No. 88, Employers' Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits, the Company recorded a $2.1 million pre-tax gain on the curtailment during the first quarter 2000. (2) During the first quarter of 2001, ANTEC calculated the fair market value of its investments held for resale and recorded a pre-tax mark-to-market write down on its Lucent and Avaya investments of approximately $0.4 million. (3) Net sales and cost of sales for the quarter ended March 31, 2000 differ from the amounts reported as net sales and cost of sales in the respective Form 10-Q due to the adoption of EITF No. 00-10, Accounting for Shipping and Handling Fees and Costs, in the fourth quarter of 2000. (4) During the year ANTEC provides for income taxes using anticipated effective annual tax rates. The rates are based on expected operating results and permanent differences between book and tax income. Due to the restatement of the consolidated financial statements to eliminate the LANcity gain, the Company also restated income tax expense (benefit) for each of the quarters in the years ended December 31, 2000, to reflect the Company's effective annual tax rate after restatement. Therefore, the income tax expense amount for the first quarter in the year ended December 31, 2000, was adjusted to maintain the Company's effective annual tax rate of 40.9% (for the year ended December 31, 2000) on a quarterly basis. 10 13 ANTEC CORPORATION NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) NOTE 12. SUBSEQUENT EVENT On October 18, 2000, ANTEC Corporation and Nortel Networks agreed to a transaction in which, among other things, ANTEC would acquire Nortel Network's ownership interest in Arris Interactive L.L.C., the joint venture between the two companies. In general, Nortel Networks initially agreed to transfer its 81.25% stake in Arris Interactive L.L.C. in exchange for approximately 33 million new shares of Common Stock of a newly formed holding company and $325 million in cash, directly, and, through the repayment of a loan, indirectly. As a result of changes in the industry and financial market conditions, ANTEC and Nortel Networks amended the agreement on April 9, 2001 in order, among other things, to: - increase the number of shares to be received by Nortel Networks to 37 million, - eliminate the $325 million in cash, - eliminate approximately $124 million of existing indebtedness due primarily to Nortel, and - convert the remaining indebtedness of Arris Interactive to Nortel Networks and outstanding accounts payable due to Nortel Networks, estimated to be approximately $90 million, into a new redeemable membership interest in Arris Interactive. ANTEC has a conditional commitment for a new $175 million revolving credit facility related to the amended transaction. The consummation of the transaction, which is subject to the approval of ANTEC's stockholders, other customary closing conditions and certain regulatory approvals, is expected to occur in July of 2001. 11 14 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS COMPARISON OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000 Net Sales. ANTEC's sales for the first quarter 2001 decreased by 17.1% to $212.8 million as compared to the first quarter 2000 sales of $256.6 million. The abrupt slowdown in spending on telecommunications industry infrastructure that began in the fourth quarter of 2000 continued, as anticipated, into the first quarter of 2001. While purchases of cable telephony equipment did resume during the quarter, spending on other infrastructure products did not return to past levels. Cable telephony & Internet access sales during the quarter of $103.0 million, or approximately 48% of sales, were especially strong due to the deferral of sales originally scheduled for the fourth quarter of 2000. ANTEC's Cornerstone voice and data product sales grew from approximately $81.6 million, or 32% of sales in the first quarter 2000 to approximately $103.0 million in the first quarter of 2001. Reduced volumes in other product categories, however, reflect the financial and market conditions that impacted the telecommunications industry infrastructure spending in general. - Optical and broadband transmission product revenues decreased by approximately 58.0% to $30.7 million in the first quarter 2001 as compared to $73.1 million in the same quarter last year. Optical and broadband product revenue accounted for approximately 15% of sales in the first quarter 2001 as compared to 28% for the same quarter last year. These negative results reflect the general market's lower demand for optical & broadband transmission products. Although all product lines within this category experienced a decline in sales from the same quarter last year, the areas with the most significant decreases included optronics & nodes, RF, and taps, which decreased quarter over quarter by approximately 68%, 73%, and 56%, respectively. - Outside plant and powering product revenues decreased by approximately 9.4% to $36.0 million in the first quarter 2001 as compared to $39.8 million in the same quarter of last year. This decline stems primarily from decreased sales of network interface devices ("NIDs"), which experienced decreased revenues of approximately 30% when comparing first quarter results for 2001 and 2000. Outside plant and powering product revenue accounted for approximately 17% of sales in the first quarter 2001 as compared to 16% for the same quarter last year. - Supplies and services revenue decreased by approximately 30.7% to $43.1 million in the first quarter 2001 as compared to $62.1 million the same quarter last year. Supplies and services revenue accounted for approximately 20% of sales in the first quarter 2001 as compared to 24% for the same quarter last year. Sales of fiber optic cable products and engineering services grew approximately 20%. However this increase was entirely offset by decreased sales in other product lines within this category, including outside plant, fiber apparatus, and installation materials and tool. Sales to ANTEC's largest customer, AT&T (including MediaOne Communications, which was acquired by AT&T during 2000), were approximately $90.9 million during the first quarter 2001, or approximately 42.7% of the total quarterly volume. This compares to first quarter 2000 when sales to AT&T were $112.3 million or 43.8% of the volume for the quarter. Giving effect to AT&T's acquisition of MediaOne Communications, sales to the combined entity were $119.7 million for the first quarter 2000 or 46.7% of the quarterly volume. This marks a $28.8 million decrease in revenue from the combined AT&T entity primarily resulting from its fourth quarter 2000 decision to defer equipment shipments until later in 2001. Significant improvement is not expected until at least the second half of the year. However, ANTEC anticipates overall sales to AT&T in 2001 will be reduced from the sales level achieved in 2000. International sales for the three months ended March 31, 2001 decreased 40.8% to $10.2 million as compared to the first quarter of last year. International revenue for the first quarter 2001 represented approximately 10.0% of ANTEC's total revenue for the quarter, exclusive of the Cornerstone products, which ANTEC does not sell internationally. This compares to international revenue of 9.9% of ANTEC's total revenue for the first quarter 2000, also net of the Cornerstone product sales. Gross Profit. The abrupt decline of business, which began in the fourth quarter 2000, adversely effected ANTEC's overall gross margin results for the first quarter of 2001. Gross profit for the first quarter 2001 was $32.1 million as compared to $51.3 million in the first quarter 2000. Gross profit margins for 2001 slipped 12 15 4.9 percentage points to 15.1% versus 20.0% for the first quarter 2000. Cable telephony & Internet access product revenue, which carry gross margins in the 15% range, accounted for approximately 48% of the total sales volume during the first quarter 2001 as compared to 32% of total revenue during the first quarter last year. As cable telephony and Internet access products become a larger part of the Company's overall revenue stream, consolidated gross margin percentages will trend toward the lower percentage range. Within ANTEC's product families, gross profit results for 2001 as compared to 2000 were as follows: - The cable telephony and Internet access gross margin percentage increased approximately 0.6 percentage points to 15.7% for the first quarter 2001 as compared to 15.1% for the same quarter last year. The increase in margin dollars of approximately $3.9 million during the first quarter 2001 as compared to the first quarter 2000, is reflective of the quarter-over-quarter revenue growth within this product category. - The optical and broadband transmission gross margin percentage decreased approximately 19.8 percentage points to 7.5% for the first quarter 2001 as compared to 27.3% for the same quarter last year. Lower revenues for network infrastructure products during the first quarter 2001 resulted in significant unabsorbed overhead in cost of goods sold. Also negatively impacting gross margins during the first quarter of 2001 were severance costs of approximately $0.5 million related to layoffs at the factory level in response to the market's lower demand, primarily for optical and broadband transmission products. - The outside plant and powering gross margin percentage decreased 6.2 percentage points to 12.8% for the quarter ended March 31, 2001 as compared to 19.0% for the same quarter last year. Overall margin performance within this category has been adversely affected by factory absorption issues, industry pricing pressures and an increase in volume of lower margin products, such as power supplies. - The supplies and services gross margin percentage increased approximately 2.4 percentage points to 20.8% for the first quarter 2001 as compared to 18.4% for the same quarter last year. Selling, General, Administrative, and Development ("SGA&D") Expenses. SGA&D expenses for the first three months of 2001 were $35.2 million compared to $30.7 million for the first three months of 2000. Expenses in the first quarter 2001 included approximately $0.2 million of severance costs related to workforce reductions reflected in operating expenses. It also should be noted that the results for the first quarter 2000 included a one-time pre-tax gain of $2.1 million realized as a result of employee elections associated with a new and enhanced benefit plan and the resultant effect on the Company's defined benefit pension plan. Excluding the effects of the severance costs and the pension curtailment gain, the expenses for the first quarter 2001 and 2000 would have been $35.0 million and $32.8 million, respectively. Reorganization. In the fourth quarter of 1999, in conjunction with the announced consolidation of the New Jersey facility to Georgia and the Southwest, coupled with the discontinuance of certain product offerings, the Company recorded a pre-tax charge of approximately $16.0 million. Included in the charge was approximately $2.6 million related to personnel costs and approximately $3.0 million related to lease termination and other facility shutdown charges. Included in the restructuring was the elimination of certain product lines resulting in an inventory obsolescence charge totaling approximately $10.4 million, which has been reflected in the cost of sales. The personnel-related costs included termination expenses for the involuntary dismissal of 87 employees, primarily engaged in engineering, inside sales and warehouse functions performed at the New Jersey facility. ANTEC offered terminated employees separation amounts in accordance with ANTEC's severance policy and provided the employees with specific separation dates. In connection with customer demand shifting to ANTEC's newer product offerings, such as the new Total System Power ("TSP") and the Scaleable and Micro Node products, ANTEC discontinued certain older product lines that were not consistent with ANTEC's focus on two-way, high-speed Internet, voice and video communications equipment. This discontinuance affected the UCF and SL powering products and included the narrowing of ANTEC's RF and optical products. During the second quarter of 2000, ANTEC further evaluated its powering and RF products and recorded an additional pre-tax charge of $3.5 million to cost of goods sold, bringing the total reorganization related charge to $19.5 million. In addition to the charges totaling $19.5 million, ANTEC anticipated that 13 16 approximately $1.6 million of relocation and fixed asset depreciation expenses would be incurred in connection with the New Jersey facility closure, of which approximately $1.0 million has been recognized as of March 31, 2001. It is anticipated that no additional costs will be incurred against this original estimate of $1.6 million. As of March 31, 2001, of the $19.5 million pre-tax charge, approximately $0.6 million related to personnel costs, $1.1 million related to RF product warranties and $0.7 million related to lease termination and other facility shutdown expenses remain to be paid. The majority of the personnel costs remaining were expended in May 2001 and the Company anticipates that the remaining lease termination and facility shutdown charges will be fully recognized during the second quarter of 2001. ANTEC undertook all of these actions to structure itself into a more efficient organization and to further integrate ANTEC's speed-to-market philosophy. ANTEC realigned its manufacturing operations located in New Jersey in order to accelerate the production transition from in-house design and tooling functions into the manufacturing process. With the exception of saving approximately $1.5 million in lease obligation and selling, general, administrative and development costs, ANTEC has shifted the remaining costs related to the New Jersey facility to Georgia and the Southwest. Loss on Marketable Securities. In 2000, the Company made a $1.0 million strategic investment in Chromatis Networks, Inc., receiving shares of the company's preferred stock. On June 28, 2000, Lucent Technologies announced it had completed an acquisition of Chromatis, making it part of Lucent's Optical Networking Group. As a result of this acquisition, the Company's shares of Chromatis stock were converted into shares of Lucent stock. Additionally, as a result of Lucent's spin off of Avaya, Inc., during the third quarter of 2000, the Company was issued shares of Avaya stock. Because these shares of Lucent and Avaya stock are considered trading securities held for resale, they are required to be carried at their fair market value with any gains or losses being included in earnings. In calculating the fair market value of these investments as of March 31, 2001, the Company recognized a $0.4 million pre-tax write down of the investments. Interest Expense. Interest expense for the quarters ended March 31, 2001 and 2000 was $2.7 million and $2.6 million, respectively. Interest expense for both quarters reflects the cost of borrowings on the Company's revolving line of credit coupled with the full impact of the issuance of $115.0 million of 4.5% Convertible Subordinated Notes completed during 1998. As of March 31, 2001, the Company had a balance of $79.0 million outstanding under its Credit Facility in floating debt. As of March 31, 2001, the average interest rate on its outstanding line of credit borrowings was 6.21% with an overall blended rate of approximately 5.20% when considering the subordinated debt. This compares to $76.5 million outstanding in the first quarter 2000, of which $50.0 million was hedged in swaps at a fixed rate and $26.5 million in floating debt. As of March 31, 2000, the average interest rate on the Company's outstanding line of credit borrowings was 7.30%, with an overall blended rate of approximately 5.62% including the subordinated debt. Income Tax (Benefit) Expense. The income tax calculation for the quarter ended March 31, 2001 generated a benefit of approximately $(3.2) million as compared to an expense of approximately $6.7 million for the same period during 2000. The Company reported a pre-tax loss during the first quarter 2001 and subsequently recognized the related tax benefit, whereas income tax expense on pre-tax income was recorded during the first quarter 2000. Net (Loss) Income. A net loss of $(4.5) million was recorded for the first three months of 2001, as compared to net income of $9.7 million for the first three months of 2000. First quarter results for 2000 included a pre-tax curtailment gain on the Company's defined benefit pension plan of approximately $2.1 million, whereas, included in the net loss for 2001, was a $0.4 million pre-tax write down on the Company's investment in Lucent and Avaya. Exclusive of the above transactions, the net loss for 2001 marked a decrease of 149% to $(4.3) million or $(0.11) per share as compared to income of $8.4 million or $0.21 per diluted share in the first quarter 2000. Acquisition of Arris. On October 18, 2000, ANTEC Corporation and Nortel Networks agreed to a transaction in which, among other things, ANTEC would acquire Nortel Network's ownership interest in Arris Interactive L.L.C., the joint venture between the two companies. In general, Nortel Networks initially agreed to transfer its 81.25% stake in Arris Interactive L.L.C. in exchange for approximately 33 million new 14 17 shares of Common Stock of a newly formed holding company and $325 million in cash, directly, and, through the repayment of a loan, indirectly. As a result of changes in the industry and financial market conditions, ANTEC and Nortel Networks amended the agreement on April 9, 2001 in order, among other things, to: - increase the number of shares to be received by Nortel Networks to 37 million, - eliminate the $325 million in cash, - eliminate approximately $124 million of existing indebtedness due primarily to Nortel, and - convert the remaining indebtedness of Arris Interactive to Nortel Networks and outstanding accounts payable due to Nortel Networks, estimated to be approximately $90 million, into a new redeemable membership interest in Arris Interactive. ANTEC has a conditional commitment for a new $175 million revolving credit facility related to the amended transaction. The consummation of the transaction, which is subject to the approval of ANTEC's stockholders, other customary closing conditions and certain regulatory approvals, is expected to occur in July of 2001. Assuming that the transaction is completed, ANTEC and Arris will become subsidiaries of a newly formed holding company tentatively named Arris Group, Inc. The combined company will be substantially larger than ANTEC, and the combined company's results of operations will differ significantly from ANTEC's historical results. In general, in addition to its existing business, the combined company will manufacture and distribute Arris' products, primarily the Cornerstone line, on an international basis to all potential customers. By contrast, ANTEC currently functions solely as a distributor of Arris products to cable systems in the United States. INDUSTRY CONDITIONS ANTEC's performance is largely dependent on capital spending for constructing, rebuilding, maintaining or upgrading broadband communications systems. After a period of intense consolidation and rapid stock-price acceleration within the industry during 1999, the fourth quarter of 2000 brought a sudden tightening of credit availability throughout the telecom industry and a broad-based and severe drop in market capitalization for the sector during the period. This has caused broadband system operators to become more judicious in their capital spending, adversely affecting ANTEC and other equipment providers, generally. In response to this downturn, ANTEC has reacted to cut costs and reduce expense levels, including workforce reductions during the first quarter of 2001 and the more significant reductions announced and implemented in early April 2001. The action taken in April will result in a pre-tax charge of approximately $5.0 million in the second quarter of 2001 for estimated severance and related separation costs in connection with the workforce reduction program that reduced overall employment levels by approximately 400 employees. ANTEC currently is evaluating underperforming businesses and assets to assess their long-term strategic role within the Company. Decisions based upon completion of these evaluations could be made as early as the second quarter of 2001. FINANCIAL LIQUIDITY AND CAPITAL RESOURCES Financing As of March 31, 2001, ANTEC had approximately $79.0 million outstanding under its Credit Facility and $41.0 million of available borrowings. The commitment fee on unused borrowings is approximately 0.2%. The average annual interest rate on these outstanding borrowings was approximately 6.21% at March 31, 2001 as compared to 7.30% at March 31, 2000. As of March 31, 2001, ANTEC is in technical default of the fixed charge coverage ratio covenant of its Credit Agreement dated May 21, 1998 as amended and restated as of April 28, 1999. The Company has obtained a waiver from its banks related to this noncompliance for the period ended March 31, 2001. The 15 18 Company has obtained a commitment for a new credit facility related to the pending acquisition of Arris Interactive. It is anticipated that this transaction will at the end of the second quarter 2001. If this transaction is delayed significantly beyond the end of the second quarter, the Company believes that a similar waiver would be required for the period ended June 30, 2001. In accordance with Financial Accounting Standards No. 6, Classification of Short-Term Obligations Expected to be Refinanced, the $79.0 million outstanding balance on the revolving line of credit has been reclassified from a long-term liability to a current liability at March 31, 2001. Since the waiver is for the period ended March 31, 2001 and not for subsequent periods, the reclassification is consistent with current accounting guidance. Upon the consummation of the Arris transaction a new four-year revolving line of credit will replace the existing facility and will be classified as long-term. Financial Instruments In the ordinary course of business, ANTEC, from time to time, will enter into financing arrangements with customers. These financial instruments include letters of credit, commitments to extend credit and guarantees of debt. These agreements could include the granting of extended payment terms that result in a longer collection period for accounts receivable and slower cash inflows from operations and/or could result in the deferral of revenue. Investments In the ordinary course of business, ANTEC may make strategic investments in the equity securities of various companies, both public and private. As of March 31, 2001, approximately 31% of the Company's investments were in marketable securities, resulting in a pre-tax loss of approximately $0.4 million. Although the Company's future earnings and investment yields, as well as its liquidity and capital resources will be impacted by fluctuations in the market values of these investments, historically, the net effect of the market fluctuations have not been significant. The remaining 69% of the Company's investments at March 31, 2001 consist of securities that are not traded actively in a liquid market. Due to the nature of these investments, the Company is subject to the earnings and liquidity risks of the investees. Capital Expenditures The Company's capital expenditures were $2.8 million and $4.3 million in the three months ended March 31, 2001 and 2000, respectively. The Company had no significant commitments for capital expenditures at March 31, 2001. CASH FLOW Cash levels increased by approximately $0.3 million during the first quarter of 2001 as compared to an increase of approximately $3.4 million during the same period of the prior year. As discussed in more detail below, operating activities in 2001 provided approximately $12.4 million in positive cash flow while investing activities used approximately $2.8 million and financing activities used approximately $9.3 million in cash flow. Operating activities provided cash of $12.4 million during the first quarter of 2001. A net loss used $4.5 million in cash flow during this period. Other non-cash items such as depreciation, amortization, deferred income taxes, provisions for doubtful accounts and losses on marketable securities accounted for positive cash flow of approximately $7.0 million during the first quarter 2001, and a decrease in accounts receivable provided $4.5 million of positive cash flow. An increase in inventory utilized cash of approximately $13.6 million, while an increase in other, net, utilized approximately $5.0 million in cash. These net cash outlays were offset by an increase in accounts payable and accrued liabilities, which provided approximately $24.0 million through March 31, 2001. 16 19 Days sales outstanding ("DSO") was approximately 68 days at March 31, 2001 as compared to 69 days outstanding at the close of the first quarter 2000. The first quarter of 2001 experienced a drop in receivable levels, primarily due to the low revenue levels recorded during the quarter, which dropped the 2001 DSO slightly below the range of 2000. First quarter 2001 sales were adversely affected by the decline in customers' capital spending during that period. Current inventory levels increased by $13.6 million during the quarter ended March 31, 2001. This rise in inventory is comprised of approximately $3.0 million in raw material and approximately $11.1 million in finished goods, offset by a $0.5 million decrease in work in process. This inventory increase is reflective of the abrupt slow down in ANTEC's business late in 2000. During the fourth quarter AT&T announced that it would delay equipment shipments until later in 2001. Changes in both the financial markets in general and in the telecom equipment market specifically, created a slow down in capital spending by ANTEC's customers late in 2000. With these events unfolding at the close of 2000, ANTEC was unable to effect any significant change in its inventory levels. ANTEC was unable to alter contractual purchasing obligations for some products, which also contributed to this inventory growth. Significant improvement is not expected until at least the second half of the year. As a result of the increased inventory levels and the decreased sales volume, inventory turns during the first quarter 2001 were recorded at 2.7 times as compared to 3.8 times recorded in the first quarter 2000. An increase in accounts payable and accrued liabilities provided $24.0 million in cash during the first quarter 2001. This increase in the level of payables and accrued expenses is related to the timing of the processing of vendor invoices and the payment of same. During the first quarter of 2000, net cash used in operating activities was $2.3 million. This use of cash was primarily resultant of net income of $9.7 million and a decrease in accounts receivable of $5.0 million being offset by increases of $3.2 million in inventory levels to support of the Company's 2000 growth, non-cash activities which utilized $5.3 million, and an increase in other, net, which used $5.8 million. These operating cash outlays in 2000 were offset by a decrease in accounts payable and accrued liabilities, which used approximately $13.4 million in cash during the period. ANTEC invested approximately $2.8 million in capital expenditures for the first quarter 2001 as compared to $4.3 million spent during the same period in 2000. Cash flows used in financing activities were $9.3 million for the quarter ended March 31, 2001 as compared to a positive cash flow of $9.9 million in the first quarter 2000. Both periods reflect their respective trends in operating and investing activities. The results for both 2001 and 2000 were affected by the exercise of stock options that provided positive cash flows of approximately $0.9 million and $2.2 million, respectively. During the first quarter of 2001, ANTEC paid down approximately $10.0 million on its credit facility while net borrowings provided approximately $8.0 million during the first quarter 2000. Based upon current levels of operations, ANTEC expects that sufficient cash flow will be generated from operations so that, combined with other financing alternatives available, including bank credit facilities, the Company will be able to meet all of its current debt service, capital expenditure and working capital requirements. Currently, ANTEC has obtained a commitment for a new credit facility that will replace the Company's current $120 million credit facility. The need for the new credit facility was facilitated by ANTEC's proposed acquisition of Nortel Network's ownership interest in Arris Interactive L.L.C. and the ability to sufficiently fund the working capital needs of the combined entity at the close of the proposed transaction. FORWARD-LOOKING STATEMENTS Certain information and statements contained in this Management's Discussion and Analysis of Financial Condition and Results of Operations and other sections of this report, including statements using terms such as "may," "expect," "anticipate," "intend," "estimate," "believe," "plan," "continue," "could be," or similar variations or the negative thereof constitute forward-looking statements with respect to the financial condition, results of operations, and business of ANTEC, including statements that are based on current expectations, 17 20 estimates, forecasts, and projections about the markets in which the Company operates and management's beliefs and assumptions regarding these markets. These and any other statements in this document that are not statements about historical facts are "forward-looking statements." In order to comply with the terms of the safe harbor, the Company cautions investors that any forward-looking statements made by the Company are not guarantees of future performance and that a variety of factors could cause the Company's actual results to differ materially from the anticipated results or other expectations expressed in the Company's forward-looking statements. Important factors that could cause results or events to differ from current expectations are described in the risk factors below. These factors are not intended to be an all-encompassing list of risks and uncertainties that may affect the operations, performance, development and results of the Company's business. In providing forward-looking statements, ANTEC is not undertaking any obligation to update publicly or otherwise these statements, whether as a result of new information, future events or otherwise. RISK FACTORS ANTEC'S BUSINESS HAS MAINLY COME FROM TWO KEY CUSTOMERS. THE LOSS OF ONE OR BOTH OF THESE CUSTOMERS OR A SIGNIFICANT REDUCTION IN SERVICES TO ONE OR BOTH OF THESE CUSTOMERS WOULD HAVE A MATERIAL ADVERSE EFFECT ON ANTEC'S BUSINESS. ANTEC's two largest customers are AT&T and Cox Communications. For the quarter ended March 31, 2001, sales to AT&T (including sales to MediaOne Communications, which was acquired by AT&T during 2000) accounted for approximately 42.7% of ANTEC's total sales, while Cox Communications accounted for approximately 13.2%. Other than Adelphia Communications Corp., which accounted for 7.9% of ANTEC's total revenues for the first quarter 2001, no other customer provided more than 5.0% of ANTEC's total sales for this period. ANTEC is the exclusive provider of all of Cox Communication's cable telephony products currently being deployed in nine metro areas. Additionally, ANTEC is the sole provider of cable telephony products for AT&T within nine additional metro markets. Although ANTEC's relationships with AT&T and Cox Communications are expected to continue, the loss of one or both of these customers, or a significant reduction in services provided to one or both of them, would have a material adverse impact on ANTEC. On November 24, 2000, AT&T Broadband, a unit of AT&T Corp., announced that it would not accept or pay for product shipments that it had previously ordered until mid-January 2001. On the trading day following the AT&T Broadband announcement, ANTEC's stock price fell $2.36 per share, or 21%, from its previous closing price per share as indicated by the Nasdaq National Stock Market System. The delayed shipments had a material adverse effect on ANTEC's revenue and earnings in the fourth quarter of 2000 and the first quarter of 2001. ANTEC anticipates overall sales to AT&T in 2001 will be reduced from the sales level achieved in 2000. In addition, on October 25, 2000, AT&T announced that it will voluntarily break itself up into four separate publicly traded companies that will bundle each other's services through inter-company agreements. The immediate consequences, if any, to ANTEC, regarding product orders from AT&T, as a result of this split-up are not yet determinable. It is possible that the AT&T break-up will have a future material adverse effect on ANTEC's business. Circumstances significantly altering the relationship between ANTEC and AT&T or Cox Communications may arise in the future. ANTEC'S BUSINESS IS DEPENDENT ON CUSTOMERS' CAPITAL SPENDING ON BROADBAND COMMUNICATIONS SYSTEMS, AND REDUCTIONS BY CUSTOMERS IN CAPITAL SPENDING COULD ADVERSELY AFFECT ANTEC'S BUSINESS. ANTEC's performance has been largely dependent on customers' capital spending for constructing, rebuilding, maintaining or upgrading broadband communications systems. Capital spending in the telecommunications industry is cyclical. A variety of factors will affect the amount of capital spending, and therefore, ANTEC's sales and profits, including: - general economic conditions, - availability and cost of capital, 18 21 - other demands on and opportunities for capital, - regulations, - demands for network services, - competition and technology, and - real or perceived trends or uncertainties in these factors. THE MARKETS IN WHICH ANTEC OPERATES ARE INTENSELY COMPETITIVE, AND COMPETITIVE PRESSURES MAY ADVERSELY AFFECT ANTEC'S RESULTS OF OPERATIONS. The markets for broadband communication systems are extremely competitive and dynamic, requiring the companies that compete in these markets to react quickly and capitalize on change. This will require ANTEC to retain skilled and experienced personnel as well as deploy substantial resources toward meeting the ever-changing demands of the industry. ANTEC competes with national and international manufacturers, distributors and wholesales, including many companies larger than ANTEC. ANTEC's major competitors include: - ADC Telecommunications, Inc., - C-COR.net Corporation, - General Instrument Corporation, now a part of Motorola, Inc., - Harmonic Inc., - Philips, and - Scientific-Atlanta, Inc. The rapid technological changes occurring in the broadband markets may lead to the entry of new competitors, including those with substantially greater resources than ANTEC. Since the markets in which the Company competes are characterized by rapid growth and, in some cases, low barriers to entry, smaller niche market companies and start-up ventures also may become principal competitors in the future. Actions by existing competitors and the entry of new competitors may have an adverse effect on ANTEC's sales and profitability. The broadband communications industry is further characterized by rapid technological change. In the future, technological advances could lead to the obsolescence of some of ANTEC's current products, which could have a material adverse effect on ANTEC's business. Further, many of ANTEC's larger competitors are in a better position to withstand any significant reduction in capital spending by customers in these markets. They often have broader product lines and market focus and therefore will not be as susceptible to downturns in a particular market. In addition, several of ANTEC's competitors have been in operation longer than ANTEC and therefore have more long-standing and established relationships with domestic and foreign broadband service users. ANTEC may not be able to compete successfully in the future, and competition may harm ANTEC's business. PRODUCTS CURRENTLY UNDER DEVELOPMENT MAY FAIL TO REALIZE ANTICIPATED BENEFITS. Rapidly changing technologies, evolving industry standards, frequent new product introductions and relatively short product life cycles characterize the markets for ANTEC's products. The technology applications currently under development by ANTEC may not be successfully developed. Even if the developmental products are successfully developed, they may not be widely used or ANTEC may not be able to successfully exploit these technology applications. To compete successfully, ANTEC must quickly design, develop, manufacture and sell new or enhanced products that provide increasingly higher levels of perform- 19 22 ance and reliability. However, ANTEC may not be able to successfully develop or introduce these products if its products: - are not cost effective; - are not brought to market in a timely manner; or - fail to achieve market acceptance. Furthermore, ANTEC's competitors may develop similar or alternative new technology solutions and applications that, if successful, could have a material adverse effect on ANTEC. ANTEC's strategic alliances are based on business relationships that have not been the subject of written agreements expressly providing for the alliance to continue for a significant period of time. The loss of a strategic partner could have a material adverse effect on the progress of new products under development with that partner. CONSOLIDATIONS IN THE TELECOMMUNICATIONS INDUSTRY COULD RESULT IN DELAYS OR REDUCTIONS IN PURCHASES OF PRODUCTS, WHICH COULD HAVE A MATERIAL ADVERSE EFFECT ON ANTEC'S BUSINESS. The telecommunications industry has experienced the consolidation of many industry participants and this trend is expected to continue. ANTEC and one or more of its competitors may each supply products to businesses that have merged or will merge in the future. Consolidations could result in delays in purchasing decisions by merged businesses, with ANTEC playing a greater or lesser role in supplying the communications products to the merged entity. These purchasing decisions of the merged companies could have a material adverse effect on ANTEC's business. Mergers among the supplier base also have increased, and this trend may continue. The larger combined companies with pooled capital resources may be able to provide solution alternatives with which ANTEC would be put at a disadvantage to compete. The larger breadth of product offerings by these consolidated suppliers could result in customers electing to trim their supplier base for the advantages of one-stop shopping solutions for all of its product needs. These consolidated supplier companies could have a material adverse effect on ANTEC's business. ANTEC'S SUCCESS DEPENDS IN LARGE PART ON ITS ABILITY TO ATTRACT AND RETAIN QUALIFIED PERSONNEL IN ALL FACETS OF ITS OPERATIONS. Competition for qualified personnel is intense, and ANTEC may not be successful in attracting and retaining key executives, marketing, engineering and sales personnel, which could impact its ability to maintain and grow its operations. ANTEC's future success will depend, to a significant extent, on the ability of its management to operate effectively. In the past, competitors and others have attempted to recruit ANTEC employees and in the future, these attempts may continue. The loss of services of any key personnel, the inability to attract and retain qualified personnel in the future or delays in hiring required personnel, particularly engineers and other technical professionals, could negatively affect ANTEC's business. ANTEC'S INTERNATIONAL OPERATIONS MAY BE ADVERSELY AFFECTED BY ANY DECLINE IN THE DEMAND FOR BROADBAND SYSTEMS DESIGNS AND EQUIPMENT IN INTERNATIONAL MARKETS. Historically, sales of broadband communications equipment into international markets have been an important part of ANTEC's business, a trend that ANTEC expects to continue. In addition, United States broadband system designs and equipment are increasingly being deployed in international markets, where market penetration is relatively lower than in the United States. While international operations are expected to comprise an integral part of ANTEC's future business, there can be no assurances that international markets will continue to develop or that ANTEC will receive additional contracts to supply equipment in these markets. ANTEC's international operations may be adversely affected by changes in the foreign laws or trade in the countries in which it has manufacturing or assembly plants. A significant portion of ANTEC's products are manufactured or assembled in Mexico and other countries outside the United States. 20 23 ANTEC's foreign operations are subject to risks inherent in conducting operations abroad, including risks with respect to: - currency exchange rates between the United States and Mexico and other countries in which ANTEC has operations; - economic and political destabilization; - restrictive actions and taxation by foreign governments in countries where ANTEC has operations; - difficulty in converting earnings to U.S. dollars or moving funds out of the country in which they were earned; - longer accounts receivable payment cycles and difficulties in collecting these accounts receivable in countries where ANTEC has operations; - nationalization of ANTEC's businesses; - the laws and policies of the United States affecting trade; - foreign investment and loans; and - foreign tax laws. ANTEC'S PROFITABILITY HAS BEEN, AND MAY CONTINUE TO BE, VOLATILE, WHICH COULD ADVERSELY AFFECT THE PRICE OF ANTEC'S STOCK. For the first quarter of 2001, ANTEC failed to meet the level of profitability expected by the investment community. Further, ANTEC has experienced years with significant operating losses. Although ANTEC has been profitable during recent years, ANTEC's business may not be profitable or meet the level of expectations of the investment community in the future, which could have a material adverse impact on ANTEC's stock price. 21 24 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The following discussion of ANTEC's risk-management activities includes "forward-looking statements" that involve risks and uncertainties. Actual results could differ materially from those projected in the forward-looking statements. ANTEC is exposed to various market risks, including interest rates and foreign currency rates. Changes in these rates may adversely affect its results of operations and financial condition. To manage the volatility relating to these typical business exposures, ANTEC may enter into various derivative transactions, when appropriate. ANTEC does not hold or issue derivative instruments for trading or other speculative purposes. Taking into account the effects of interest rate changes on the Company's revolving debt facility, a hypothetical 100 basis point adverse change in interest rates would increase interest expense by approximately $0.9 million annually. As of March 31, 2001, the Company had no material contracts denominated in foreign currencies. In the past, ANTEC has used interest rate swap agreements, with large creditworthy financial institutions, to manage its exposure to interest rate changes. These swaps would involve the exchange of fixed and variable interest rate payments without exchanging the notional principal amount. At March 31, 2001 ANTEC did not have any outstanding interest rate swap agreements. The Company is exposed to foreign currency exchange rate risk as a result of sales of its products in various foreign countries and manufacturing operations conducted in Juarez, Mexico. In order to minimize the risks associated with foreign currency fluctuations, most sales contracts are issued in U.S. dollars. The Company has previously used foreign currency contracts to hedge the risks associated from foreign currency fluctuations for significant sales contracts, however, no significant contracts were in place at March 31, 2001. ANTEC constantly monitors the exchange rate between the U.S. dollar and Mexican peso to determine if any adverse exposure exists relative to its costs of manufacturing. The Company does not maintain Mexican peso denominated currency. Instead, U.S. dollars are exchanged for pesos at the time of payment. 22 25 PART II OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits

(b) Reports on Form 8-K On April 13, 2001 ANTEC filed a report on Form 8-K relating to Item 5, Other Events, to describe the Company's amended agreement with Nortel Networks pursuant to which ANTEC will acquire Nortel's ownership interest in Arris Interactive L.L.C., the joint venture between the two companies. 23 26 SIGNATURES Pursuant to the requirements 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 (Principal Financial Officer, duly authorized to sign on behalf of the registrant) Dated: June 27, 2001 24

ANTEC CORP 10-Q/A