AFC CABLE SYSTEMS INC
10-Q, 1997-08-12
DRAWING & INSULATING OF NONFERROUS WIRE
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<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
 
                            Washington, D.C. 20549
 
                                   FORM 10-Q
 
    [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
        EXCHANGE ACT OF 1934
 
                   For the quarterly period ended June 28, 1997
 
                                       OR
 
    [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
        EXCHANGE ACT OF 1934
 
                         Commission File Number 0-23070
 
                            AFC CABLE SYSTEMS, INC.
            (Exact name of registrant as specified in its charter)
 
<TABLE>
<S>                                                                                <C>
                          Delaware                                                              95-1517994 
  (State or other jurisdiction of incorporation or organization)                   (I.R.S. Employer Identification No.)
                                                                                            
    50 Kennedy Plaza, Suite 1250, Providence, Rhode Island                                        02903
          (Address of principal executive offices)                                              (Zip Code)
                                                                   
Registrant's telephone number, including area code: (401) 453-2000
</TABLE>
 
    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 of the Registrant's Common Stock outstanding
as of the latest practicable date:
 
<TABLE>
<CAPTION>

                           CLASS                                                    OUTSTANDING AS OF AUGUST 8, 1997
                           -----                                                    --------------------------------
<S>                                                                                 <C>
              Common Stock, $.01 par value                                                       9,101,287
</TABLE>
 
                              Page 1 of 13 pages



<PAGE>
                         PART I--FINANCIAL INFORMATION
 
                            AFC CABLE SYSTEMS, INC.
 
ITEM 1. FINANCIAL STATEMENTS
 
                          CONSOLIDATED BALANCE SHEETS
 
(In thousands, except share data)
 
<TABLE>
<CAPTION>
                                                                                          JUNE 28,   DECEMBER 31,
                                                                                            1997         1996
                                                                                         ----------  ------------
<S>                                                                                      <C>         <C>
ASSETS
Current assets:
  Cash and cash equivalents............................................................  $      483   $      980
  Investments, marketable securities (Note 5)..........................................      37,414       30,508
  Accounts receivable, net of allowance for doubtful accounts and sales allowances of
    $2,999 and $3,140, respectively....................................................      32,583       23,919
  Inventories:
    Finished goods.....................................................................      20,576       11,559
    Work-in-process....................................................................       6,476        3,702
    Raw materials......................................................................       9,724        5,665
                                                                                         ----------  ------------
                                                                                             36,776       20,926
  Current deferred taxes...............................................................       1,036          637
  Other current assets.................................................................       1,255        1,121
                                                                                         ----------  ------------
  Total current assets.................................................................     109,547       78,091

Property, plant and equipment, at cost.................................................      33,530       27,188
Less accumulated depreciation..........................................................      11,864        9,482
                                                                                         ----------  ------------
  Net property, plant and equipment....................................................      21,666       17,706

Other long-term assets.................................................................      11,100        2,126
                                                                                         ----------  ------------
Total assets...........................................................................  $  142,313   $   97,923
                                                                                         ----------  ------------
                                                                                         ----------  ------------
</TABLE>
 
    Note: The balance sheet at December 31, 1996 has been derived from the
audited financial statements at that date but does not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements.
 
See accompanying notes. 
 
                                       2


<PAGE>

                           AFC CABLE SYSTEMS, INC.

                     CONSOLIDATED BALANCE SHEETS--Continued
 
(In thousands, except share data)
 
<TABLE>
<CAPTION>
                                                                                          JUNE 28,   DECEMBER 31,
                                                                                            1997         1996
                                                                                         ----------  ------------
<S>                                                                                      <C>         <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Current portion of long-term debt....................................................  $      228   $      270
  Revolving credit note payable........................................................       3,450        2,000
  Accounts payable.....................................................................      12,702       12,471
  Accrued expenses:
    Payroll and employee benefits......................................................       2,447        2,506
    Other..............................................................................       4,248        1,885
                                                                                         ----------  ------------
    Total accrued expenses.............................................................       6,695        4,391
                                                                                         ----------  ------------
Total current liabilities..............................................................      23,075       19,132

Long-term debt.........................................................................       3,999        3,300
Deferred income taxes..................................................................       1,815        1,547
Other long-term liabilities............................................................       1,643          954


Shareholders' equity:
  Preferred stock, $.01 par value, 1,000,000 shares authorized, none issued............          --           --
  Common stock, $.01 par value, 15,000,000 shares authorized, 9,108,287 and 7,335,025
    shares issued and outstanding, respectively........................................          91           73
  Paid-in capital......................................................................      78,619       48,011
  Other................................................................................         536          218
  Treasury stock, 4,825 shares, at cost................................................         (82)         (82)
  Retained earnings....................................................................      32,617       24,770
                                                                                         ----------  ------------
                                                                                            111,781       72,990
                                                                                         ----------  ------------
Total liabilities and shareholders' equity.............................................  $  142,313   $   97,923
                                                                                         ----------  ------------
                                                                                         ----------  ------------
</TABLE>
 
Note: The balance sheet at December 31, 1996 has been derived from the 
audited financial statements at that date but does not include all of the 
information and footnotes required by generally accepted accounting 
principles for complete financial statements.
 
See accompanying notes.
 
                                       3
<PAGE>
                            AFC CABLE SYSTEMS, INC.
 
                       CONSOLIDATED STATEMENTS OF INCOME
 
(In thousands, except share data)
 
<TABLE>
<CAPTION>
                                                                                              QUARTER ENDED
                                                                                          ----------------------
<S>                                                                                       <C>         <C>
                                                                                           JUNE 28,    JUNE 29,
                                                                                             1997        1996
                                                                                          ----------  ----------
Net sales...............................................................................  $   54,210  $   42,218
Cost of goods sold......................................................................      38,646      31,265
                                                                                          ----------  ----------
Gross profit............................................................................      15,564      10,953

Selling, general and administrative expenses............................................       8,744       6,670
                                                                                          ----------  ----------
Income from operations..................................................................       6,820       4,283

Other income (expense):
Interest expense........................................................................        (141)       (265)
Net investment and other income.........................................................         454         675
                                                                                          ----------  ----------
Income before taxes.....................................................................       7,133       4,693

Income taxes............................................................................       2,746       1,789
                                                                                          ----------  ----------
Net income..............................................................................  $    4,387  $    2,904
                                                                                          ----------  ----------
                                                                                          ----------  ----------
Earnings per common share...............................................................  $      .50  $      .39
                                                                                          ----------  ----------
                                                                                          ----------  ----------
Average shares outstanding and common stock equivalents.................................   8,828,183   7,396,581
                                                                                          ----------  ----------
                                                                                          ----------  ----------
</TABLE>
 
See accompanying notes.
 
                                       4
<PAGE>
                            AFC CABLE SYSTEMS, INC.
 
                       CONSOLIDATED STATEMENTS OF INCOME
 
(In thousands, except share data)
 
<TABLE>
<CAPTION>
                                                                                             SIX MONTHS ENDED
                                                                                          ----------------------
<S>                                                                                       <C>         <C>
                                                                                           JUNE 28,    JUNE 29,
                                                                                             1997        1996
                                                                                          ----------  ----------
Net sales...............................................................................  $  101,997  $   76,103
Cost of goods sold......................................................................      73,125      57,166
                                                                                          ----------  ----------
Gross profit............................................................................      28,872      18,937

Selling, general and administrative expenses............................................      16,547      12,607
                                                                                          ----------  ----------
Income from operations..................................................................      12,325       6,330

Other income (expense):
Interest expense........................................................................        (272)       (429)
Net investment and other income.........................................................         704       1,398
                                                                                          ----------  ----------
Income before taxes.....................................................................      12,757       7,299

Income taxes............................................................................       4,910       2,759
                                                                                          ----------  ----------
Net income..............................................................................  $    7,847  $    4,540
                                                                                          ----------  ----------
                                                                                          ----------  ----------
Earnings per common share...............................................................  $      .95  $      .61
                                                                                          ----------  ----------
                                                                                          ----------  ----------
Average shares outstanding and common stock equivalents.................................   8,226,623   7,388,321
                                                                                          ----------  ----------
                                                                                          ----------  ----------
</TABLE>
 
See accompanying notes.
 
                                       5
<PAGE>
                            AFC CABLE SYSTEMS, INC.
 
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
 
(In thousands)
 
<TABLE>
<CAPTION>
                                                                                                 SIX MONTHS ENDED
                                                                                               --------------------
<S>                                                                                            <C>        <C>
                                                                                               JUNE 28,   JUNE 29,
                                                                                                 1997       1996
                                                                                               ---------  ---------
Operating activities
Net income...................................................................................  $   7,847  $   4,540
Adjustments to reconcile net income to cash provided by operating activities:
    Depreciation.............................................................................      1,458      1,088
    Amortization of intangibles..............................................................        111        134
    Net realized (gain) loss on available-for-sale securities................................         16       (617)
    Deferred income taxes....................................................................       (314)      (430)
    Provision for bad debts..................................................................         66        103
    Provision for sales allowances...........................................................       (467)      (897)
    Compensation expense for restricted stock and compensatory options.......................         45        125
    Increase (decrease) in cash arising from changes in assets and liabilities:
      Accounts receivable....................................................................     (4,412)    (5,458)
      Inventories............................................................................    (11,084)      (545)
      Other current assets...................................................................        (29)       215
      Other long-term assets.................................................................        405       (150)
      Accounts payable.......................................................................     (1,196)     1,107
      Accrued payroll and employee benefits..................................................       (250)        32
      Other accrued liabilities..............................................................      1,521        878
      Other long-term liabilities............................................................        689       (182)
                                                                                               ---------  ---------
Net cash used in operating activities........................................................     (5,594)       (57)

Investing activities
Acquisitions, including expenses, less cash acquired (Note 6)..........................          (13,992)        --
Capital expenditures.........................................................................     (3,688)    (3,158)
Purchase of available-for-sale securities....................................................    (20,830)   (28,364)
Proceeds from sale of available-for-sale securities..........................................     14,403     25,880
                                                                                               ---------  ---------
Net cash used in investing activities........................................................    (24,107)    (5,642)

Financing activities
Net revolving line of credit borrowings......................................................      1,450        615
Proceeds from term loan......................................................................         --      3,200
Payments on long-term debt, including current portion........................................       (271)        --
Proceeds from issuance of common stock.......................................................     28,025        128
                                                                                               ---------  ---------
Net cash provided by financing activities....................................................     29,204      3,943
                                                                                               ---------  ---------
Net decrease in cash and cash equivalents....................................................       (497)    (1,756)
Cash and cash equivalents at beginning of period.............................................        980      2,090
                                                                                               ---------  ---------
Cash and cash equivalents at end of period...................................................  $     483  $     334
                                                                                               ---------  ---------
                                                                                               ---------  ---------
Supplemental schedule of cash flow information:
  Cash paid during the period for interest...................................................  $     190  $     397
                                                                                               ---------  ---------
                                                                                               ---------  ---------
  Cash paid during the period for income taxes...............................................  $   4,773  $   2,226
                                                                                               ---------  ---------
                                                                                               ---------  ---------
</TABLE>
 
See Accompanying Notes
 
                                       6


<PAGE>
                            AFC CABLE SYSTEMS, INC.
 
                         NOTES TO FINANCIAL STATEMENTS
 
June 28, 1997
 
NOTE 1. BASIS OF PRESENTATION
 
    The accompanying unaudited financial statements of AFC Cable Systems, Inc.
(the "Company" or "AFC") have been prepared in accordance with generally
accepted accounting principles for interim financial information and with the
instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do
not include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. Operating results for the
three and six month periods ended June 28, 1997 are not necessarily indicative
of the results that may be expected for the year ended December 31, 1997.
Certain prior year amounts have been reclassified to conform to current period
presentation. For further information, refer to the financial statements and
footnotes thereto included in the Company's annual report on Form 10-K for the
year ended December 31, 1996.
 
NOTE 2. INCOME TAXES
 
    For the six month periods ended June 28, 1997 and June 29, 1996, the
Company's effective tax rates of approximately 38.5% and 37.8%, respectively,
were greater than the statutory rate due primarily to state income taxes.
 
NOTE 3. CONTINGENCIES
 
    The Company is a defendant in certain claims that relate to matters that
occurred prior to present ownership. In accordance with the purchase and sale
agreement, the prior owner has indemnified the Company for such claims and,
accordingly, the matters are being defended by the prior owner and its insurance
companies. Management is of the opinion that these claims relate to the prior
owners and therefore will not have a material adverse effect on the Company's
financial position or results of operations.
 
    Additionally, the Company is a party to one environmental matter and certain
other legal proceedings not covered by the indemnification. In the environmental
matter, a number of responsible parties entered into a consent decree with the
EPA in 1991 and subsequently, such parties as plaintiffs have sought
contribution from the Company, which was not named as a responsible party by the
EPA. The Company has admitted that a predecessor of the business currently
operated by the Company had disposed of a DE MINIMIS amount of waste at the
site. On December 17, 1996, the U.S. District Court for the district of
Massachusetts entered a judgment in favor of the Company with respect to this
claim. The time during which the Plaintiffs may file an appeal has not yet
lapsed.
 
NOTE 4. FINANCING
 
    The Company has an unsecured revolving line of credit agreement with a bank
which provides for direct borrowings of up to $25.0 million, of which up to
$10.0 million is available, without the lender's prior consent, for business
acquisitions. The line of credit agreement also provides for letter of credit
borrowings of up to $3.0 million. A monthly fee based on the unused portion of
credit is payable under the agreement.
 
    Borrowings under the line of credit are available at interest rates equal 
to either the lender's base rate or the Eurodollar rate plus 0.5% for a fixed 
period of one, two, three or six months. The Company has the option of 
electing the applicable rate upon notification to the lender and as a result, 
portions of the outstanding balance accrue interest at different rates. At 
June 28, 1997, the interest rate on the outstanding borrowings under the line 
of credit was 8.5%. Total letters of credit issued at June 28, 1997 were 
$861,000. The line of credit contains certain restrictive covenants, 
including the requirement that the Company maintain minimum levels of 
tangible capital funds and meet other specified ratio requirements.
 
                                       7


<PAGE>

    During 1996, the Company was loaned the proceeds from the issuance of $3.57
million in Industrial Revenue Bonds ("IRBs") by the Massachusetts Industrial
Finance Agency for the purpose of acquiring and refurbishing a 99,000
square-foot facility in New Bedford, Massachusetts, which secures the IRBs. The
IRBs mature on July 24, 2016, and carry an average interest rate of
approximately 3.7% adjustable on a weekly basis. In addition, an annual fee of
1.0% of the amount of an unsecured stand-by letter of credit is payable to the
bank holding the letter of credit and also acting as trustee under the terms of
the issuance of the IRBs. The Company has the right to convert from the weekly
interest rate to a fixed rate established at the time of conversion. The bonds
are payable in nineteen annual installments of $180,000 with a final payment of
$150,000 due at maturity, all funded through monthly payments of $15,000 to the
trustee over the twelve months preceding the installment due dates. At June 28,
1997, $3.3 million of the total was classified as long-term debt. The carrying
value of the bonds approximates market at June 28, 1997.
 
NOTE 5. INVESTMENTS
 
    The following is a summary of securities held by the Company. All securities
are classified as available-for-sale.
 
<TABLE>
<CAPTION>
                                                                                                             ESTIMATED
                                                                     GROSS UNREALIZED    GROSS UNREALIZED      FAIR
                                                           COST            GAINS              LOSSES           VALUE
                                                         ---------  -------------------  -----------------  -----------
<S>                                                      <C>        <C>                  <C>                <C>
                                                                                 (IN THOUSANDS)
June 28, 1997

U.S. corporate debt securities.........................  $   9,098       $     269           $      --       $   9,367
U.S. Treasury securities and obligations of U.S.
  government agencies..................................     24,650              82                  (3)         24,729
Equity securities......................................      3,042             381                (105)          3,318
                                                         ---------           -----               -----      -----------
Total investments, marketable securities...............  $  36,790       $     732           $    (108)      $  37,414
                                                         ---------           -----               -----      -----------
                                                         ---------           -----               -----      -----------

December 31, 1996
U.S. corporate debt securities.........................  $   1,509       $      92           $      --       $   1,601
U.S. Treasury securities and obligations of U.S.
  government agencies..................................     26,193              52                  (6)         26,239
Equity securities......................................      2,576             168                 (76)          2,668
                                                         ---------           -----               -----      -----------
Total investments, marketable securities...............  $  30,278       $     312           $     (82)      $  30,508
                                                         ---------           -----               -----      -----------
                                                         ---------           -----               -----      -----------
</TABLE>
 
    U.S. corporate debt securities and U.S. Treasury securities generally mature
within the year and after one year. Expected maturities will differ from
contractual maturities because the issuers of the securities may have the right
to prepay obligations without prepayment penalties. Net realized losses included
in investment income amounted to $16,000 in the six months ended June 28, 1997.
 
NOTE 6. ACQUISITIONS
 
    On January 28, 1997, the Company acquired all of the outstanding stock of 
Illinois-based B&B Electronics Manufacturing Company ("B&B"), a manufacturer 
and distributor of electronic interfaces and connectors that facilitate data 
communications. The purchase price consisted of $4.2 million in cash and 
60,000 shares of the Company's Common Stock. On January 31, 1997, the Company 
acquired certain assets and assumed certain liabilities of New Jersey-based 
Area Lighting Research, Inc. ("ALR"), a designer, manufacturer and 
distributor of photo controls and electrical devices for lighting control and 
fixture industries. Assets acquired include inventories, accounts receivable, 
equipment, tooling, patents and other intangible assets. The purchase price, 
funded from the liquidation of marketable securities, was $7.7 million (plus 
$0.9 million of assumed liabilities). In both instances, additional 
consideration will be paid by the Company if certain financial targets are 
achieved by the acquired
 
                                       8
<PAGE>

companies.
 
    The acquisitions are accounted for as purchases, therefore, the income
statement of the Company reflects operations of B&B and ALR from the acquisition
date through June 28, 1997. Purchase price allocations are preliminary and the
resulting goodwill is being amortized over forty years.
 
    The pro forma statements of income assuming the stock of B&B and the assets
and liabilities of ALR had been acquired at the beginning of 1997 and 1996 are
as follows:
 
<TABLE>
<CAPTION>
                                                                                               SIX MONTHS ENDED
                                                                                             ---------------------
<S>                                                                                          <C>         <C>
                                                                                              JUNE 28,   JUNE 29,
                                                                                                1997       1996
                                                                                             ----------  ---------
    Net Sales..............................................................................  $  103,788  $  84,593

    Income from operations.................................................................      12,516      7,061

    Net income.............................................................................       7,962      4,999

    Earnings per common share..............................................................  $      .97  $     .67

</TABLE>
 
    The above pro forma information does not purport to represent what the
Company's results of operations would actually have been had the acquisitions of
B&B and ALR in fact occurred at the beginning of the periods indicated or to
project the Company's results for any future periods.
 
NOTE 7. EARNINGS PER SHARE
 
    In February 1997, the Financial Accounting Standards Board issued Statement
No. 128, "Earnings Per Share" ("SFAS 128"), which is required to be adopted for
fiscal years ending after December 15, 1997. At that time, the Company will be
required to change the method currently used to compute earnings per share and
to restate all prior periods. Under SFAS 128, the dilutive effect of stock
options will be excluded in calculating basic earnings per share. There is no
material impact on earnings per share for the six months ended June 28, 1997 and
June 29, 1996 from the adoption of SFAS 128.
 
NOTE 8. STOCK OFFERING
 
    On April 23, 1997, the Company completed the issuance of 1,250,000 shares of
common stock at a price of $19.25 per share. As part of this offering, the
Company granted the underwriters an option to purchase a maximum of 300,000
additional shares to cover over-allotments, which was exercised in full on April
29, 1997.
 
                                       9
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS 
        OF OPERATIONS
 
       Comparative Results of Operations for the Three and Six Months 
                 Ended June 28, 1997 and June 29, 1996
 
    This report contains certain forward-looking statements within the meaning
of section 21E of the Securities Exchange Act of 1934, as amended. These
statements include, among others, statements relating to future events or the
future financial performance of the Company. Such statements are only
expectations and actual events or results may differ materially. Factors which
could cause actual results to differ materially from those indicated in such
forward-looking statements are set forth in "Factors That May Affect Future
Performance" in the Company's Annual Report on Form 10-K for the year 1996.
 
RESULTS OF OPERATIONS
 
    NET SALES.
 
    Net sales for the quarter ended June 28, 1997 increased $12.0 million, or
28.4% to a record $54.2 million from $42.2 million for the quarter ended June
29, 1996. Net sales for the six months ended June 28, 1997 increased $25.9
million, or 34.0%, to $102.0 million from $76.1 million for the six months ended
June 29, 1996. Net sales for the Wire and Cable Division increased $3.9 million,
or 10.3%, to $41.7 million for the quarter ended June 28, 1997 from $37.8
million for the quarter ended June 29, 1996. For the six months ended June 28,
1997, net sales for the Wire and Cable Division increased $14.5 million, or
21.5%, to $82.0 million from $67.5 million for the six months ended June 29,
1996. These increases in net sales are attributable to higher sales of the
Company's traditional armored cable and flexible conduit products as well as
increased sales of the Company's higher margin specialty application cables. In
addition, net sales of this division's line of fittings and connectors and
specialty coated metals products increased over sales of these products in the
prior year. Net sales for the America Cable Systems Division increased $0.7
million, or 17.8%, to $4.9 million for the quarter ended June 28, 1997 from $4.2
million for the quarter ended June 29, 1996. This division's net sales for the
six months ended June 28, 1997 increased $0.3 million, or 3.3%, to $8.5 million
from $8.2 million for the six months ended June 29, 1996. Net sales for
businesses acquired in 1997 accounted for $7.3 million, or 17.4%, and $11.1
million, or 14.5%, of the increases in net sales for the quarter and six months
ended June 28, 1997, respectively.
 
    GROSS PROFIT.  Gross profit for the quarter ended June 28, 1997 increased
$4.6 million, or 42.1%, to $15.6 million from $11.0 million for the quarter
ended June 29, 1996. Gross profit for the six months ended June 28, 1997
increased $10.0 million, or 52.5%, to $28.9 million from $18.9 million for the
six months ended June 29, 1996. Gross margin increased to 28.7% for the quarter
ended June 28, 1997 from 25.9% for the quarter ended June 29, 1996. Gross margin
for the six months ended June 28, 1997 increased to 28.3% from 24.9% for the six
months ended June 29, 1996. These increases are attributable to (i) decreased
cost of raw materials through better purchasing practices and more efficient
manufacturing processes resulting in better yields on materials (ii) increased
sales of higher margin specialty application products and (iii) efficiencies
arising from producing at near capacity.
 
    INCOME FROM OPERATIONS.  Income from operations for the quarter ended June 
28, 1997 increased $2.5 million, or 59.2%, to $6.8 million from $4.3 million 
for the quarter ended June 29, 1996. Income from operations for the six 
months ended June 28, 1997 increased $6.0 million, or 94.7%, to $12.3 million 
from $6.3 million for the six months ended June 29, 1996. Income from 
operations as a percentage of net sales increased to 12.6% for the quarter 
ended June 28, 1997 from 10.1% for the quarter ended June 29, 1996. For the 
six months ended June 28, 1997 income from operations as a percentage of net 
sales increased to 12.1% from 8.3% for the six months ended June 29, 1996. 
These increases are attributable to improved gross margins combined with a 
0.4% decrease in selling, general and administrative expenses as a percent of 
net sales for the six months ended June 28, 1997 compared to the six months 
ended June 29, 1996.
 
    NET INCOME.  Net income for the quarter ended June 28, 1997 increased $1.5
million, or 51.1%, to $4.4 million from $2.9 million for the quarter ended June
29, 1996. Net income for the six months ended June 28, 1997 increased $3.3
million, or 72.8%, to $7.8 million from $4.5 million for the six months ended
June 29, 1996. Net income as a percentage of net sales increased to 8.1% for the
quarter ended June 28, 1997 from 6.9% for the quarter ended June 29, 1996. For
the six months ended June 28, 1997 net income as a percentage of net sales
increased to 7.7% from
 
                                       10


<PAGE>

6.0% for the six months ended June 29, 1996. These increases were primarily due
to increased income from operations partially offset by (i) decreased investment
income and (ii) slightly higher effective income tax rates in the quarter and
six months ended June 28, 1997 over those for the quarter and six months ended
June 29, 1996.
 
LIQUIDITY AND CAPITAL RESOURCES
 
    Cash used in operations totaled $5.6 million for the six month period ended
June 28, 1997 and is mainly attributable to increased accounts receivable and
inventories, each resulting from the improved level of business, partially
offset by higher profitability. Working capital on June 28, 1997 was $86.5
million and the ratio of current assets to current liabilities was 4.75 to 1.00.
 
    The Company believes that funds generated from operations, proceeds from the
April 23, 1997 sale of common stock described in Note 8 to the financial
statements and available borrowings under its revolving line of credit will be
sufficient to meet its on-going working capital and capital expenditure
requirements for the foreseeable future.


                                       11


<PAGE>

                           PART II--OTHER INFORMATION
 
                            AFC CABLE SYSTEMS, INC.
 
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
    The Annual Meeting of stockholders of the Company was held on May 6, 1997
(the "Annual Meeting"). Proxies for the Annual Meeting were solicited pursuant
to Regulation 14 under the Securities Act of 1933, as amended. At the Annual
Meeting:
 
    (i) Messrs Raymond H. Keller and Malcolm M. Donahue were elected Class I
        directors of the Company for a term of three years. A total of 
        6,151,916 shares of Common Stock were represented at the Annual Meeting
        by proxy. Mr. Keller received 6,140,276 votes and 11,640 votes were 
        withheld from Mr. Keller. Mr. Donahue received 6,139,426 votes and 
        12,490 votes were withheld from Mr. Donahue.
 
    (ii) The stockholders of the Company approved the adoption of the Company's
         1997 Equity Incentive Plan (the "Plan"). With respect to the Plan, 
         4,639,281 shares were voted in favor, 869,299 shares were voted 
         against, 107,420 shares were abstained and 535,916 shares were not 
         voted.
 
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
 
    (a) Exhibits
 
        NONE
 
    (b) No Reports on Form 8-K were filed during the quarter ended June 28, 
        1997.
 
                                       12



<PAGE>


                                   SIGNATURES
 
    Pursuant to the requirements of the Securities Act of 1934, the 
Registrant has duly caused this report to be signed on its behalf by the 
undersigned, thereunto duly authorized.


    Date: August 11, 1997


AFC CABLE SYSTEMS, INC.




    By: /s/Ralph R. Papitto 
       -------------------------------
       Ralph R. Papitto 
       Chairman of the Board and 
       Chief Executive Officer




    By: /s/Raymond H. Keller 
       -------------------------------
       Raymond H. Keller 
       Vice President and 
       Chief Financial Officer



                                       13



<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                             JAN-01-1997
<PERIOD-END>                               JUN-28-1997
<CASH>                                             483
<SECURITIES>                                    37,414
<RECEIVABLES>                                   35,582
<ALLOWANCES>                                     2,999
<INVENTORY>                                     36,776
<CURRENT-ASSETS>                               109,547
<PP&E>                                          33,530
<DEPRECIATION>                                  11,864
<TOTAL-ASSETS>                                 142,313
<CURRENT-LIABILITIES>                           23,075
<BONDS>                                              0
                                0
                                          0
<COMMON>                                            91
<OTHER-SE>                                     111,690
<TOTAL-LIABILITY-AND-EQUITY>                   142,313
<SALES>                                        101,997
<TOTAL-REVENUES>                               101,997
<CGS>                                           73,125
<TOTAL-COSTS>                                   73,125
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                    66
<INTEREST-EXPENSE>                                 272
<INCOME-PRETAX>                                 12,757
<INCOME-TAX>                                     4,910
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     7,847
<EPS-PRIMARY>                                      .95
<EPS-DILUTED>                                        0
        

</TABLE>


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