To: Jim Oravetz who wrote (13 ) 11/17/2000 12:50:57 PM From: Jim Oravetz Read Replies (1) | Respond to of 27 We have derived a significant amount of its revenues from a limited numberof clients. DIRECTV, AT&T, Time Warner, Northpoint and Covad amounting to approximately 74% of our revenues for the three and nine months ended September 30, 2000.... ....In March 2000, we entered into our current $15.0 million senior revolvingcredit facility with General Electric Capital Corporation. This facility, whichmatures on September 7, 2004, includes a $12.0 million revolving credit facilityand a sub-facility of up to $3.0 million for letters of credit, and is securedby all of our assets, including the stock of our subsidiaries. We are requiredto pay an annual non-utilization fee equal to 0.50% of the unused portion of thefacility. The initial borrowings of $5.2 million under this facility were usedto repay all outstanding principal amounts under previous senior bank creditfacilities and bank equipment loans. Additionally, we borrowed approximately$6.5 million under this facility in connection with our recent acquisitions ofTeleCore, Excalibur, D.S. Cable and Service Cable. In connection with our recentacquisitions, on May 31, 2000, we amended our subordinated credit agreement andsenior revolving facility, which changed certain of the financial covenants. OnAugust 15, 2000, we entered into an amendment to our revolving credit facilityto increase our available borrowing capacity to $25 million, including thesub-facility of up to $3.0 million for letters of credit. The amendment alsoeffected changes to certain of the financial covenants in our revolving creditfacility, to reflect our operating position after giving effect to our recentacquisitions. Our lender has waived compliance with these covenants for thesecond quarter of 2000 and revised the covenants prospectively. We agreed to payCrest Communications a cash fee of $100,000 as compensation for providing thiscommitment to General Electric Capital Corporation. Our revolving creditfacility, as amended, bears interest at rates that are adjusted quarterly, basedon our leverage ratios for the most recent trailing four quarters. Depending onour leverage ratios, the facility would bear interest at (i) 3.5% over LIBOR or2.25% over the greater of prime rate or the federal funds rate plus 0.50%, or(ii) if our leverage ratios do not exceed certain thresholds, 2.75% over LIBORor 1.50% over the greater of prime rate or the federal funds rate plus 0.50%.The facility is secured by all of our assets, including the stock of oursubsidiaries. On August 18, 2000, we completed our initial public offering in which wesold 5,000,000 shares of common stock for $8.00 a share in gross proceedstotaling $40 million. In addition, in September 2000 the underwriters exercisedan over allotment option to sell $750,000 shares for $8.00 a share in grossproceeds totaling $6 million. We received $3 million of proceeds from theover-allotment and a selling shareholder received the remaining proceeds. Thecosts associated with the initial public offering were $7.5 million. Theproceeds from the offering were used for general corporate purposes and therepayment of the following indebtedness: o $4.8 million of notes we issued to shareholders in the acquisitions of Telecrafter and D.S. Cable, which we are required to repay upon completion of this offering, o $5.1 million of other indebtedness assumed in the acquisition of TeleCore, and o $1.5 million of other indebtedness.We have approximately $8.5 million available for future borrowings, includingapproximately $3.0 million available for letters of credit under our revolvingcredit facility. While we have no specific plans to borrow additional amountsunder our revolving credit facility, we will draw on it as needed to fund ouroperations in the ordinary course of business. We have outstanding approximately$21.8 million of notes we issued to shareholders in our recent acquisitions ofTeleCore, Excalibur and Service Cable. These notes bear interest at 9% and arepayable in the fourth quarter of fiscal 2001. misc. 10K stuff, Jim