<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended January 31, 1997
Commission File No. 0-22724
CABLE DESIGN TECHNOLOGIES CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 36-3601505
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
Foster Plaza 7
661 Andersen Drive
Pittsburgh, PA 15220
(Address of principal executive offices)
(412) 937-2300
Registrant's telephone number, including area code
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
---------- ----------
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at 03/03/97
----- -----------------------
Common Stock, $.01 Par Value 18,349,708
<PAGE>
CABLE DESIGN TECHNOLOGIES CORPORATION
-------------------------------------
TABLE OF CONTENTS
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<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
PART I FINANCIAL INFORMATION
Item 1 Financial Statements........................................ 3
Review Report of Independent Public Accountants for
the Three Months and Six Months Ended January 31, 1997...... 4
Cable Design Technologies Corporation and
Subsidiaries Condensed Consolidated Statements of
Income - Unaudited for the Three Months and Six Months Ended
January 31, 1997 and 1996................................... 5
Cable Design Technologies Corporation and
Subsidiaries Condensed Consolidated Balance Sheets
as of January 31, 1997 (Unaudited), and July 31, 1996....... 6
Cable Design Technologies Corporation and
Subsidiaries Condensed Consolidated Statements of
Cash Flows - Unaudited for the Six Months
Ended January 31, 1997 and 1996............................. 7
Cable Design Technologies Corporation and
Subsidiaries - Notes to Condensed Consolidated
Financial Statements (Unaudited)............................ 8
Item 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations......................... 9
PART II OTHER INFORMATION
Item 1 Legal Proceedings........................................... 12
Item 2 Changes in Securities....................................... 12
Item 3 Defaults upon Senior Securities............................. 12
Item 4 Submission of Matters to a Vote of Security Holders......... 12
Item 5 Other Information........................................... 13
Item 6 Exhibits and Reports on Form 8-K............................ 13
Signatures ............................................................ 14
</TABLE>
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
In the opinion of Cable Design Technologies Corporation's (the "Company")
management, the unaudited consolidated financial statements included in this
filing on Form 10-Q reflect all adjustments which are considered necessary for a
fair presentation of financial information for the period presented.
REVIEW BY INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen LLP has made a review, based upon procedures adopted by the
American Institute of Certified Public Accountants, of the unaudited
consolidated financial statements for the three month and six month periods
ended January 31, 1997, contained in this report. As stated on page 4, Arthur
Andersen LLP did not audit and accordingly does not express an opinion on the
unaudited consolidated financial statements; however as a result of such review,
they are not aware of any material modifications that should be made to the
financial statements referred to above for them to be in conformity with
generally accepted accounting principles.
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<PAGE>
Report of Independent Public Accountants
----------------------------------------
To the Board of Directors and Stockholders of Cable Design Technologies
Corporation:
We have reviewed the accompanying condensed consolidated balance sheet of Cable
Design Technologies Corporation (a Delaware corporation) and Subsidiaries as of
January 31, 1997, and the related condensed consolidated statements of income
for the three month and six month periods ended January 31, 1997 and 1996, and
the condensed consolidated statements of cash flows for the six month periods
ended January 31, 1997 and 1996. These financial statements are the
responsibility of the Company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements taken as a
whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the financial statements referred to above for them to be in
conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of Cable Design Technologies
Corporation and Subsidiaries as of July 31, 1996, and, in our report dated
September 11, 1996, we expressed an unqualified opinion on that statement. In
our opinion, the information set forth in the accompanying condensed
consolidated balance sheet as of July 31, 1996, is fairly stated, in all
material respects, in relation to the balance sheet from which it has been
derived.
Pittsburgh, Pennsylvania, Arthur Andersen LLP
February 21, 1997
-4-
<PAGE>
CABLE DESIGN TECHNOLOGIES CORPORATION AND SUBSIDIARIES
------------------------------------------------------
CONDENSED CONSOLIDATED STATEMENTS OF INCOME - UNAUDITED
-------------------------------------------------------
(In thousands, except share and per share data)
-----------------------------------------------
<TABLE>
<CAPTION>
Six Months
Three Months Ended Ended
January 31, January 31,
--------------------------- --------------------------
1997 1996 1997 1996
-------------- ----------- ------------ ------------
<S> <C> <C> <C> <C>
Net Sales $ 113,957 $ 67,243 $ 229,928 $ 132,297
Cost of sales 78,695 45,517 159,961 89,620
-------------- ----------- ----------- -----------
Gross profit 35,262 21,726 69,967 42,677
Selling, general &
administrative 21,456 11,381 42,181 21,577
-------------- ----------- ----------- -----------
Income from operations 13,806 10,345 27,786 21,100
Interest expense, net 1,026 1,386 2,143 2,627
Other (income) expense 185 (4) 140 (2)
-------------- ----------- ----------- -----------
Income before income
taxes 12,595 8,963 25,503 18,475
Income tax provision 4,655 3,585 9,425 7,389
-------------- ---------- ----------- -----------
Net income $ 7,940 $ 5,378 $ 16,078 $ 11,086
============== =========== =========== ===========
Per share data:
Weighted average number of
common shares and
equivalents 20,541,199 17,360,458 20,533,427 17,304,134
Net income per common share $0.39 $0.31 $0.78 $0.64
============= =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
-5-
<PAGE>
CABLE DESIGN TECHNOLOGIES CORPORATION AND SUBSIDIARIES
------------------------------------------------------
CONDENSED CONSOLIDATED BALANCE SHEETS
-------------------------------------
(In thousands, except share and per share data)
-----------------------------------------------
<TABLE>
<CAPTION>
As of As of
January 31, July 31,
1997 1996
(unaudited)
----------- ---------
<S> <C> <C>
ASSETS
- ------
Current Assets:
Cash and cash equivalents $ 14,268 $ 16,097
Accounts receivable, net of allowance for
uncollectible amounts of $2,794 and $2,660,
respectively 92,611 96,490
Inventories 104,334 90,618
Other current assets 7,333 5,251
----------- ---------
Total current assets 218,546 208,456
Net property, plant and equipment 94,357 89,519
Other assets 21,611 22,130
----------- ---------
Total assets $334,514 $320,105
=========== =========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Liabilities:
Current liabilities $ 65,161 $ 72,682
Long-term debt, excluding current maturities 75,405 73,068
Other non-current liabilities 11,296 8,898
----------- ----------
Total liabilities 151,862 154,648
----------- ----------
Stockholders' Equity:
Preferred stock, par value $.01 per share -
authorized 1,000,000 shares, no shares issued --- ---
Common stock, par value $.01 per share -
authorized, 100,000,000 shares
issued and outstanding, 18,359,461 and
18,054,498 shares, respectively 184 181
Paid in capital 154,683 152,864
Deferred compensation (174) (208)
Retained earnings 28,262 12,184
Currency translation adjustment (303) 436
---------- ----------
Total stockholders' equity 182,652 165,457
Total liabilities and stockholders' equity $334,514 $320,105
========== ==========
</TABLE>
The accompanying notes are an integral part of these statements.
-6-
<PAGE>
CABLE DESIGN TECHNOLOGIES CORPORATION AND SUBSIDIARIES
------------------------------------------------------
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED
-----------------------------------------------------------
(Dollars in thousands)
----------------------
<TABLE>
<CAPTION>
Six Months Ended
January 31,
--------------------
1997 1996
--------- ---------
<S> <C> <C>
NET CASH PROVIDED BY OPERATING ACTIVITIES $ 3,240 $ 5,397
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment (8,455) (5,961)
Acquisition of businesses, including transaction costs --- (11,059)
--------- ---------
Net cash used by investing activities (8,455) (17,020)
CASH FLOWS FROM FINANCING ACTIVITIES:
Funds provided by long-term debt 222 11,983
Funds used to reduce long-term debt (4,451) (3,868)
Net change in revolving note borrowings 5,831 2,750
Net proceeds from issuance of common stock 1,815 160
Payments for deferred financing fees --- (449)
--------- ---------
Net cash provided by financing activities 3,417 10,576
EFFECT OF CURRENCY TRANSLATION ON CASH (31) (11)
--------- ---------
Net decrease in cash (1,829) (1,058)
Cash and cash equivalents, beginning of period 16,097 2,210
--------- ---------
Cash and cash equivalents, end of period $14,268 $ 1,152
========= =========
</TABLE>
The accompanying notes are an integral part of these statements.
-7-
<PAGE>
CABLE DESIGN TECHNOLOGIES CORPORATION AND SUBSIDIARIES
------------------------------------------------------
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
----------------------------------------------------------------
1. BASIS OF PRESENTATION:
---------------------
The condensed consolidated financial statements presented herein are unaudited.
Certain information and footnote disclosures normally prepared in accordance
with generally accepted accounting principles have been either condensed or
omitted pursuant to the rules and regulations of the Securities and Exchange
Commission. Although the registrant believes that all adjustments necessary for
a fair presentation have been made, interim period results are not necessarily
indicative of the results of operations for a full year. As such, these
financial statements should be read in conjunction with the financial statements
and notes thereto included in the registrant's most recent Form 10-K which was
filed for the fiscal year ended July 31, 1996.
2. INVENTORIES
-----------
Inventories of the Company consist of the following:
<TABLE>
<CAPTION>
January 31, July 31,
1997 1996
----------- ----------
(Dollars in thousands)
<S> <C> <C>
Raw materials $ 27,597 $24,004
Work-in-process 25,254 21,981
Finished goods 51,483 44,633
---------- ---------
$104,334 $90,618
========== =========
</TABLE>
3. PREFERRED STOCK PURCHASE RIGHTS
-------------------------------
On December 10, 1996, the Board of Directors adopted a Rights Agreement ("Rights
Agreement"). Under the Rights Agreement, one Preferred Share Purchase Right
("Right") for each outstanding share of the Company's common stock will be
distributed to stockholders of record on December 26, 1996. Each Right entitles
the holder to buy one-thousandth of a share of a new series of junior
participating preferred stock for an exercise price of $150.00. The Company has
designated 100,000 shares of the previously authorized $.01 par value preferred
stock as junior participating preferred stock in connection with the Rights
Agreement. The Rights are exercisable only if a person or group (with certain
exceptions) acquires, or announces a tender offer to acquire, 20% or more of the
Company's common stock (the "Acquiror"). If the Acquiror purchases 20% or more
of the total outstanding shares of the Company's common stock, or if the
Acquiror acquires the Company in a reverse merger, each Right (except those held
by the Acquiror) becomes a right to buy shares of the Company's common stock
having a market value equal to two times the exercise price of the Right. If the
Company is acquired in a merger or other business combination, or 50% or more of
the Company's assets or earning power is sold or transferred, each Right (except
those held by the Acquiror) becomes a right to buy shares of the common stock of
the Acquiror having a market value of two times the exercise price. The Company
may exchange the Rights for shares of the Company's common stock on a one-to-one
basis at any time after a person or group has acquired 20% or more of the
outstanding stock. The Company is entitled to redeem the Rights at $0.01 per
Right (payable in cash or common stock of the Company, at the Company's option)
at any time before public disclosure that a 20% position has been acquired. The
Rights expire on December 11, 2006, unless previously redeemed or exercised.
-8-
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
This discussion and analysis of the Company's results of operations and
financial condition should be read in conjunction with the Company's condensed
consolidated financial statements (unaudited) and the notes thereto.
Results of Operations
Three Months Ended January 31, 1997 Compared to
Three Months Ended January 31, 1996
Net Sales Net sales for the three months ended January 31, 1997 ("second
- ---------
quarter 1997") increased $46.7 million, or 69.5%, to $114.0 million compared to
$67.2 million for the three months ended January 31, 1996 ("second quarter
1996"). Net sales for the second quarter 1997 include the addition of $50.9
million of sales attributable to the recently acquired businesses: NORDX/CDT,
Cekan/CDT and X-Mark/CDT. Second quarter 1997 sales of network systems products
increased $27.4 million over the second quarter 1996 to $64.3 million. Lower
pricing and reduced sales volume for Teflon(R) plenum category 5 network cables
for the second quarter 1997 compared to the second quarter 1996 was more than
offset by $32.8 million of additional sales of network systems products
attributable to the recently acquired businesses, continued sales of non-plenum
category 5 network cable products and increased sales of fiber optic network
cables. Sales of communications cables of $17.4 million for the second quarter
1997 were attributable to the recently acquired NORDX/CDT business and
represented approximately 37% of the overall increase in second quarter 1997
sales. Sales of computer interconnect cable products for the second quarter
1997 increased $1.0 million, or 20.0%, compared to the second quarter 1996.
Second quarter 1997 sales of automation, sound & safety cable products increased
$0.6 million, or 3.7%, and sales of other products, principally cable, increased
$0.4 million, or 4.4%, over the second quarter 1996. The additional sales
attributable to the recently acquired businesses accounted for $0.7 million of
the increase in second quarter 1997 sales of other products. Sales outside of
North America for second quarter 1997 comprised approximately 21% of total sales
and increased $6.8 million, or 38.6%, to $24.4 million primarily as a result of
the additional sales attributable to the recently acquired businesses and
increased sales by the Company's U.K. manufacturing company.
Gross Profit Gross profit for the second quarter 1997 increased $13.5 million,
- ------------
or 62.3%, to $35.3 million compared to $21.7 million for the second quarter
1996. The effect on second quarter 1997 gross profit of the lower pricing and
reduced sales volume for Teflon(R) plenum category 5 network cables compared to
the second quarter 1996 was more than offset by the gross profit attributable to
the recently acquired businesses of $15.0 million. The increase in the gross
profit for network systems products and communications cables accounted for
approximately 54% and 32%, respectively, of the overall increase in the second
quarter gross profit compared to the second quarter 1996.
The gross margin for the second quarter 1997 was 30.9% compared to 32.3% for the
second quarter 1996. The primary factors contributing to the reduction in the
second quarter 1997 gross margin were the lower gross margins attributable to
the recently acquired businesses, particularly the communication cable business,
relative to the Company's higher preacquisition gross margin for the second
quarter 1996 and the continued competitive pricing for Teflon(R) plenum category
5 network cables.
Selling, General and Administrative Expense Selling, general and
- -------------------------------------------
administrative expense ("SG&A") for the second quarter 1997 was $21.5 million
compared to $11.4 million for the second quarter 1996. As a percent of sales,
SG&A was 18.8% for the second quarter 1997 compared to 16.9% for the second
quarter 1996. The increase in SG&A as a percent of sales is primarily the
result of the additional SG&A attributable to the recently acquired NORDX/CDT
business which, relative to the Company's preacquisition operations, represents
a higher percentage of sales. NORDX/CDT's relatively higher SG&A includes
expenses for a dedicated research and development program for the DynaTraX(R)
automated cross-connect switch and its other product lines and, in the second
quarter 1997, approximately $0.7 million of additional costs to develop its
worldwide sales and marketing capabilities and awareness of the NORDX/CDT trade
name and product offerings.
Income from Operations Income from operations for the second quarter 1997
- ----------------------
increased $3.5 million, or 33.5%, to $13.8 million compared to $10.3 million for
the second quarter 1996. The operating margin, derived by dividing
-9-
<PAGE>
operating income by net sales, was 12.1% for the second quarter 1997 compared to
15.4% for the second quarter 1996. The lower operating margin for the second
quarter 1997 compared to the second quarter 1996 was the result of the reduction
in the gross margin and the increase in SG&A as a percentage of sales.
Net Income Net income for the second quarter 1997 increased $2.6 million, or
- ----------
47.6%, to $7.9 million ($0.39 per share) compared to net income of $5.4 million
($0.31 per share) for the second quarter 1996.
Six Months Ended January 31, 1997 Compared to
Six Months Ended January 31, 1996
Net Sales Net sales for the six months ended January 31, 1997 ("first half
- ---------
1997") increased $97.6 million, or 73.8%, to $229.9 million compared to $132.3
million for the six months ended January 31, 1996 ("first half 1996"). Net
sales for the first half 1997 include the addition of sales of $102.6 million
attributable to the recently acquired businesses. Sales of network systems
products increased $51.8 million, or 70.0% over the first half 1996. The lower
pricing and sales volume for Teflon(R) plenum category 5 network cables for the
first half 1997 compared to the first half 1996 was more than offset by the
additional sales of network systems products attributable to the recently
acquired businesses of $62.8 million. First half 1997 sales of $38.3 million
attributable to the recently acquired communications cable business represented
39.2% of the overall sales increase for the first half 1997. Sales of
automation, sound & safety cable products for the first half 1997 increased $1.8
million, or 5.5%, over the first half 1996. Sales of computer interconnect
cable products for the first half 1997 increased $2.1 million, or 21.9% over the
first half 1996, due to higher sales of cable for mainframe computer systems
and satellite based ground communication systems. Sales outside of North
America for the first half 1997 increased $17.3 million, or 53.2%, over the
first half 1996. The additional sales attributable to the recently acquired
businesses accounted for approximately 82.7% of the increase in sales outside of
North America.
Gross Profit Gross profit for the first half 1997 increased $27.3 million, or
- ------------
63.9%, to $70.0 million compared to $42.7 million for the first half 1996. The
additional gross profit attributable to the recently acquired businesses
accounted for $29.3 million of the overall increase in gross profit for the
first half 1997. Network systems products and communications cables accounted
for approximately 51% and 35%, respectively, of the increase in gross profit
for the first half 1997.
The gross margin was 30.4% for the first half 1997 compared to 32.3% for the
first half 1996. The reduction in the gross margin was primarily due to the
inclusion of the recently acquired businesses, particularly the communications
cable business, which have a lower gross margin relative to the Company's
preacquisition operations and to the lower pricing and sales volume for
Teflon(R) plenum category 5 network cables compared to the first half 1996.
Excluding the results of the recently acquired businesses, the gross margin was
32.1% for the first half 1997.
Selling, General and Administrative Expense SG&A for the first half 1997
- -------------------------------------------
increased $20.6 million to $42.2 million compared to $21.6 million for the first
half 1996. As a percent of sales, SG&A increased to 18.3% for the first half
1997 versus 16.3% for the first half 1996. Factors contributing to the increase
in SG&A include the additional SG&A attributable to the recently acquired
businesses as well as additional investment in the Company's worldwide selling
and marketing capabilities, and increased expenditures for advertising and
promotion in order to increase awareness of the Company's trade names and
product offerings.
Income from Operations Income from operations for the first half 1997 increased
- ----------------------
$6.7 million, or 31.7%, to $27.8 million compared to $21.1 million for the first
half 1996. The operating margin, derived by dividing operating income by net
sales, was 12.1% for the first half 1997 compared to 15.9% for the first half
1996. The reduction in the operating margin was due to the decrease in the
gross margin and the increase in SG&A as a percentage of sales.
Net Income Net income increased $5.0 million, or 45.0%, to $16.1 million ($0.78
- ----------
per share) for the first half 1997 compared to net income of $11.1 million
($0.64 per share) for the first half 1996.
-10-
<PAGE>
Financial Condition
Liquidity and Capital Resources Based on the Company's current expectations
- -------------------------------
for its business, management believes that its cash flow from operations and the
available portion of its revolving credit facilities and foreign credit facility
will provide it with sufficient liquidity to meet its current liquidity needs.
Working Capital During the first half 1997, operating working capital
- ---------------
increased $17.6 million. The change in operating working capital was primarily
the result of an increase in inventories of $13.0 million and decrease in
accrued liabilities of $11.4 million which were partially offset by a decrease
in accounts receivable of $5.1 million and an increase in accounts payable of
$2.3 million. The change in operating working capital excludes changes in cash
and cash equivalents and current maturities of long-term debt.
Cash Flow The Company generated $3.2 million of net cash from operating
- ---------
activities during the first half 1997, after providing for the $17.6 million
increase in operating working capital. Financing activities during the first
half 1997 provided net cash of $3.4 million, including $1.8 million from the
exercise of stock options and $1.6 million from debt sources. The Company
expended $8.5 million for capital projects during the first half 1997 to
increase production capacity and efficiency of new and existing product lines,
including: construction of a facility for production of enhanced network cable;
completion of a fiber optic cable facility; and completion of a sales, training
and administration facility.
Forward-Looking Statements -- Under the Private Securities Litigation Act of
1995
Certain statements in this quarterly report are forward-looking statements.
These statements are subject to various risks and uncertainties, many of which
are outside the control of the Company, including the level of market demand for
the Company's products, competitive pressures, the ability to achieve reductions
in operating costs and to continue to integrate acquisitions, price fluctuations
of raw materials and the potential unavailability thereof, foreign currency
fluctuations, technological obsolescence, environmental matters and other
specific factors discussed in the Company's Prospectus, dated February 27, 1996,
and other Securities and Exchange Commission filings. The information contained
herein represents management's best judgment as of the date hereof based on
information currently available; however, the Company does not intend to update
this information to reflect developments or information obtained after the date
hereof and disclaims any legal obligation to the contrary.
-11-
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
On January 31, 1997, Nordx/CDT Inc., one of the Company's subsidiaries,
filed an action against Siecor Corp. in the U.S. District Court for the District
of Delaware (case no. 97-52JJF) seeking a declaration that Nordx/CDT Inc.'s
"Tru-lite" trademark and Optimax ST connector do not infringe a Siecor trademark
and patent. In response, on February 5, 1997, Siecor filed an action against the
Company and certain of its subsidiaries in the U.S. District Court for the
Northern District of Texas, Fort Worth Division (case no. 4-97CV-078) seeking
unspecified damages and injunctive relief for alleged patent and trademark
infringement. The Company believes it has valid defenses to all of Siecor's
claims and intends to vigorously contest such claims. It is not possible to
predict, with certainty, the outcome of any litigation, however, based upon the
present information available, the Company does not believe that such litigation
will have a material adverse effect on its results of operation.
Item 2. Changes in Securities
None
Item 3. Defaults upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
(a) Cable Design Technologies Corporation annual meeting of stockholders
was held on December 10, 1996.
(b) Proxies were solicited by Cable Design Technologies Corporation and
there was no solicitation in opposition to the nominees as listed in
the proxy statement. All such nominees were elected pursuant to the
vote of the stockholders as follows:
<TABLE>
<CAPTION>
VOTES
-----
For Withheld
--- --------
<S> <C> <C>
Bryan C. Cressey 16,073,801 163,006
Paul M. Olson 16,073,526 163,281
Bernard J. Bannan 16,100,081 136,726
Myron S. Gelbach, Jr. 16,100,381 136,426
Michael F. O. Harris 16,073,826 162,981
Glenn Kalnasy 16,073,801 163,006
Richard C. Tuttle 16,100,651 136,156
</TABLE>
(c) A proposal to increase the authorized shares of common stock to
100,000,000 was approved by a vote of:
For: 11,206,666
Against: 4,981,350
Abstain: 48,791
-12-
<PAGE>
The firm of Arthur Andersen LLP was re-elected to serve as auditors for the
fiscal year ending July 31, 1997, by a vote of:
For: 16,027,185
Against: 180,863
Abstain: 28,759
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
--------
3.1 Certificate of Amendment of the Restated Certificate of
Incorporation of the Registrant and Certificate of Designation,
Preferences and Rights of Junior Participating Preferred Stock,
Series A of the Registrant, as filed with the Secretary of State
of Delaware on December 11, 1996. Incorporated herein by
reference to the Company's Registration Statement on Form 8-A/A,
as filed on December 23, 1996.
3.2 By-laws of the Registrant. Incorporated herein by reference on
to Exhibit 3.2 to the Post-Effective Amendment No. 1 to
Registration Statement on Form S-3 (Registration No. 333-00554),
as filed on Febuary 28, 1996.
4.1 Rights Agreement dated as of December 11, 1996, between Cable
Design Technologies Corporation and The First National Bank of
Boston, as Rights Agent, including the form of Certificate of
Designation, Preferences and Rights of Junior Participating
Preferred Stock, Series A attached thereto as Exhibit A, the
form of Rights Certificate attached thereto as Exhibit B and the
Summary of Rights attached thereto as Exhibit C. Incorporated
herein by reference to the Company's Registration Statement on
Form 8-A as filed on December 11, 1996.
11.1 Computation of per share earnings.
15.1 Letter of Arthur Andersen LLP regarding unaudited interim
financial statement information.
20.1 1996 Proxy Statement, as filed on November 12, 1996, and
incorporated herein by reference.
99.1 New York Stock Exchange Listing Application, including the
Registrant's Annual Report on Form 10-K attached thereto as
Exhibit A, as filed on October 29, 1996, and incorporated herein
by reference, the Registrant's Proxy Statement attached thereto
as Exhibit B, as filed on November 12, 1996, and incorporated
herein by reference and the Registrant's 1996 Annual Report
attached thereto as Exhibit C and incorporated herein by
reference to Exhibit 13.1 of the Registrant's Annual Report on
Form 10-K, as filed on October 29, 1996. Incorporated herein by
reference to the Company's Registration Statement on Form 8-A/A,
as filed on December 23, 1996.
(b) Form 8-Ks
---------
None
-13-
<PAGE>
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.
CABLE DESIGN TECHNOLOGIES CORPORATION
March 13, 1997 /s/ Paul M. Olson
-------------------------------------------
Paul M. Olson
President/Chief Executive Officer
March 13, 1997 /s/ Kenneth O. Hale
------------------------------------------
Kenneth O. Hale
Vice President, Chief Financial Officer and Secretary
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<PAGE>
Cable Design Technologies Corporation Exhibit 11.1
Computation of Earnings per Share
(In thousands, except share and per share data)
<TABLE>
<CAPTION>
Quarter Ended January 31, Six Months Ended January 31,
1997 1996 1997 1996
<S> <C> <C> <C> <C>
Primary:
Income before extraordinary items $7,940 $5,378 $16,078 $11,086
Extraordinary loss -- -- -- --
-------------------------- ----------------------------
Net Income $7,940 $5,378 $16,078 $11,086
Weighted average number of shares of common stock outstanding 18,265,075 14,633,491 18,215,725 14,625,681
Assumed exercise of stock options 2,276,124 2,726,967 2,317,702 2,678,453
-------------------------- ----------------------------
Total shares 20,541,199 17,360,458 20,533,427 17,304,134
Primary earnings before extraordinary items per common share $0.39 $0.31 $0.78 $0.64
Primary loss from extraordinary items per common share -- -- -- --
-------------------------- ----------------------------
Primary earnings per common share $0.39 $0.31 $0.78 $0.64
Quarter Ended January 31, Six Months Ended January 31,
1997 1996 1997 1996
Fully diluted:
Income before extraordinary items $7,940 $5,378 $16,078 $11,086
Extraordinary loss -- -- -- --
-------------------------- ----------------------------
Net Income $7,940 $5,378 $16,078 $11,086
Weighted average number of shares of common stock outstanding 18,265,075 14,633,491 18,215,725 14,625,681
Assumed exercise of stock options 2,276,124 2,808,975 2,317,702 2,790,655
-------------------------- ----------------------------
Total shares 20,541,199 17,442,466 20,533,427 17,416,336
Fully diluted earnings before extraordinary items per common share $0.39 $0.31 $0.78 $0.64
Fully diluted loss from extraordinary items per common share -- -- -- --
-------------------------- ----------------------------
Fully diluted earnings per common share $0.39 $0.31 $0.78 $0.64
</TABLE>
<PAGE>
EXHIBIT 15.1
[LETTERHEAD OF ARTHUR ANDERSEN APPEARS HERE]
March 12, 1997
To the Stockholders and Board of Directors of
Cable Design Technologies Corporation:
We are aware that Cable Design Technologies Corporation has incorporated by
reference in its Registration Statements on Form S-3 (Registration No.
333-00554); Form S-8 (Registration No. 33-73272); Form S-8 (Registration No.
33-78418); Form S-8 (Registration No. 333-2450); Form S-8 (Registration No.
333-6743); and Form S-8 (Registration No. 333-17443) its Form 10-Q for the
quarter ended January 31, 1997, which includes our report dated February 21,
1997, covering the unaudited interim financial statement information contained
therein. Pursuant to Regulation C of the Securities Act of 1933 (the Act), that
report is not considered a part of the registration statements prepared or
certified by our firm or a report prepared or certified by our firm within the
meaning of Sections 7 and 11 of the Act.
/s/ Arthur Andersen LLP
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE UNAUDITED
CONDENSED CONSOLIDATED BALANCE SHEET AND STATEMENT OF INCOME AS OF JANUARY 31,
1997 AND FOR THE SIX MONTH PERIOD THEN ENDED AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUL-31-1997
<PERIOD-START> AUG-01-1996
<PERIOD-END> JAN-31-1997
<CASH> 14,268
<SECURITIES> 0
<RECEIVABLES> 95,405
<ALLOWANCES> 2,794
<INVENTORY> 104,334
<CURRENT-ASSETS> 218,546
<PP&E> 121,078
<DEPRECIATION> 26,721
<TOTAL-ASSETS> 334,514
<CURRENT-LIABILITIES> 65,161
<BONDS> 0
0
0
<COMMON> 184
<OTHER-SE> 182,468
<TOTAL-LIABILITY-AND-EQUITY> 334,514
<SALES> 229,928
<TOTAL-REVENUES> 229,928
<CGS> 159,961
<TOTAL-COSTS> 202,142
<OTHER-EXPENSES> 140
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,143
<INCOME-PRETAX> 25,503
<INCOME-TAX> 9,425
<INCOME-CONTINUING> 16,078
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 16,078
<EPS-PRIMARY> 0.78
<EPS-DILUTED> 0.78
</TABLE>
