AFC CABLE SYSTEMS INC
10-Q, 1997-11-12
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 September 27, 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 November 10, 1997
                     -----                          -----------------------------------
<S>                                                 <C>       
          Common Stock, $.01 par value                           11,385,308
</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>
                                                               September 27,   December 31,
                                                                   1997           1996
                                                               -------------   ------------
<S>                                                            <C>             <C>
ASSETS
Current assets:
  Cash and cash equivalents .................................  $   1,046       $   980
  Investments, marketable securities (Note 5) ...............     38,291        30,508
  Accounts receivable, net of allowance for doubtful accounts
     and sales allowances of $3,207 and $3,140, respectively      32,417        23,919
  Inventories:
     Finished goods .........................................     23,943        11,559
     Work-in-process ........................................      7,082         3,702
     Raw materials ..........................................      7,287         5,665
                                                               ---------      --------
                                                                  38,312        20,926
  Current deferred taxes ....................................        656           637
  Other current assets ......................................      1,223         1,121
                                                               ---------      --------
  Total current assets ......................................    111,945        78,091

Property, plant and equipment, at cost ......................     35,957        27,188
Less accumulated depreciation ...............................     12,638         9,482
                                                               ---------      --------
  Net property, plant and equipment .........................     23,319        17,706

Other long-term assets ......................................     11,178         2,126
                                                               ---------      --------    
Total assets ................................................  $ 146,442      $ 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>
                                                               September 27,   December 31,
                                                                   1997           1996
                                                               ------------    ------------ 
<S>                                                            <C>             <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Current portion of long-term debt .........................  $      229      $    270
  Revolving credit note payable .............................       1,600         2,000
  Accounts payable ..........................................      12,442        12,471
  Accrued expenses:
     Payroll and employee benefits ..........................       3,301         2,506
     Other ..................................................       4,718         1,885
                                                                ---------     ---------
     Total accrued expenses                                         8,019         4,391
                                                                ---------     ---------
Total current liabilities ...................................      22,290        19,132

Long-term debt ..............................................       3,883         3,300
Deferred income taxes .......................................       1,564         1,547
Other long-term liabilities .................................       1,727           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, 11,385,359 and 9,168,781 shares issued
     and outstanding, respectively (Note 9) .................         114            92
  Paid-in capital ...........................................      78,495        48,011
  Other .....................................................         878           218
  Treasury stock, 4,825 shares, at cost .....................        (82)          (82)
  Retained earnings (Note 9) ................................      37,573        24,751
                                                                ---------     ---------
                                                                  116,978        72,990
                                                                ---------     ---------   
Total liabilities and shareholders' equity ..................   $ 146,442     $  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>
 
                                                                September 27,    September 28,
                                                                     1997             1996
                                                                ------------     ------------
Net sales ....................................................  $   56,704       $   41,559
Cost of goods sold ...........................................      40,152           29,714
                                                                ----------        ---------
Gross profit .................................................      16,552           11,845

Selling, general and administrative expenses .................       8,871            6,586
                                                                ----------        ---------
Income from operations .......................................       7,681            5,259

Other income (expense):
Interest expense .............................................        (159)            (204)
Net investment and other income ..............................         574              422
                                                                ----------        ---------
Income before taxes ..........................................       8,096            5,477

Income taxes .................................................       3,118            2,127
                                                                ----------        ---------
Net income ...................................................  $    4,978        $   3,350
                                                                ==========        =========
Earnings per common share (Note 9) ...........................  $     .43         $     .36
                                                                ==========        =========
Average shares outstanding and
  common stock equivalents (Note 9) ..........................  11,670,315        9,287,399
                                                                ==========        =========
</TABLE>



See accompanying notes.



                                       4
<PAGE>



                             AFC CABLE SYSTEMS, INC.

                        CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except share data)

<TABLE>
<CAPTION>
                                                                       Nine months ended
                                                                -----------------------------      
<S>                                                             <C>              <C>
                                                                September 27,    September 28,
                                                                    1997             1996
                                                                ------------     ------------
Net sales ....................................................  $  158,701       $  117,662
Cost of goods sold ...........................................     113,277           86,880
                                                                ----------       ----------
Gross profit .................................................      45,424           30,782

Selling, general and administrative expenses .................      25,418           19,193
                                                                ----------       ----------
Income from operations .......................................      20,006           11,589

Other income (expense):
Interest expense .............................................        (431)            (633)
Net investment and other income ..............................       1,278            1,820
                                                                ----------       ----------
Income before taxes ..........................................      20,853           12,776

Income taxes .................................................       8,028            4,886
                                                                ----------       ----------
Net income ...................................................  $   12,825       $    7,890
                                                                ==========       ==========
Earnings per common share (Note 9) ...........................  $     1.19       $      .85
                                                                ==========       ==========
Average shares outstanding and
  common stock equivalents (Note 9) ..........................  10,745,624        9,252,734
                                                                ==========        =========
</TABLE>


See accompanying notes.



                                       5
<PAGE>



                             AFC CABLE SYSTEMS, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

<TABLE>
<CAPTION>
                                                                     Nine months ended
                                                              -----------------------------   
<S>                                                           <C>              <C>
                                                              September 27,    September 28,
                                                                  1997             1996
                                                              ------------     ------------
OPERATING ACTIVITIES
Net income .................................................  $   12,825       $   7,890
Adjustments to reconcile net income to cash provided
  by operating activities:
     Depreciation ..........................................       2,232           1,667
     Amortization of intangibles ...........................         185             200
     Net realized (gain) loss on available-for-sale securities         9            (618)
     Deferred income taxes .................................        (385)           (536)
     Provision for bad debts ...............................         116             154
     Provision for sales allowances ........................        (289)           (175)
     Compensation expense for restricted stock
          and compensatory options .........................          68             205
     Increase (decrease) in cash arising from changes
       in assets and liabilities:
          Accounts receivable ..............................      (4,454)         (5,346)
          Inventories ......................................     (12,620)          1,093
          Other current assets .............................           3              76
          Other long-term assets ...........................         253            (193)
          Accounts payable .................................      (1,456)         (1,584)
          Accrued payroll and employee benefits ............         604             808
          Other accrued liabilities ........................       1,991           1,848
          Other long-term liabilities ......................         773            (273)
                                                              ----------       ---------
Net cash provided by (used in) operating activities ........        (145)          5,216

INVESTING ACTIVITIES
Acquisitions, including expenses, less cash acquired (Note 6)    (14,029)              -
Capital expenditures .......................................      (6,115)         (4,714)
Purchase of available-for-sale securities ..................     (29,083)        (28,852)
Proceeds from sale of available-for-sale securities ........      22,323          26,328
                                                              ----------       ---------
Net cash used in investing activities ......................     (26,904)         (7,238)

FINANCING ACTIVITIES
Net revolving line of credit repayments ....................        (400)           (925)
Proceeds from issuance of long-term debt ...................           -           3,570
Payments on long-term debt, including current portion ......        (386)              -
Proceeds from issuance of common stock (Note 8) ............      27,901             248
                                                              ----------       ---------
Net cash provided by financing activities ..................      27,115           2,893
                                                              ----------       ---------

Net increase in cash and cash equivalents ..................          66             871
Cash and cash equivalents at beginning of period ...........         980           2,090
                                                              ----------       ---------
Cash and cash equivalents at end of period .................  $    1,046       $   2,961
                                                              ==========       =========

Supplemental schedule of cash flow information:
  Cash paid during the period for interest .................  $      332       $     566
                                                              ==========       =========
  Cash paid during the period for income taxes .............  $    7,265       $   3,698
                                                              ==========       =========
</TABLE>

See accompanying notes



                                       6
<PAGE>



                             AFC CABLE SYSTEMS, INC.


                          NOTES TO FINANCIAL STATEMENTS

September 27, 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 nine  month  periods  ended  September  27,  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 nine month periods ended  September 27, 1997 and September 28, 1996,
the   Company's   effective  tax  rates  of   approximately   38.5%  and  38.2%,
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 September 27,
1997, the interest rate on the outstanding  borrowings  under the line of credit
was 8.5%.  Total letters of credit  issued at September 27, 1997 were  $885,000.
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 September
27,  1997,  $3.2 million of the total was  classified  as  long-term  debt.  The
carrying value of the bonds approximates market at September 27, 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>
                                                                                  
                                                                          
                                                GROSS             GROSS           ESTIMATED          
                                  COST     UNREALIZED GAINS  UNREALIZED LOSSES    FAIR VALUE                     
                               ----------  ----------------  -----------------  ---------------
<S>                            <C>         <C>               <C>                <C>    
                                                      (IN THOUSANDS)
September 27, 1997

U.S. corporate debt                
   securities ................  $   9,464       $     354         $      (3)        $  9,815
U.S. Treasury securities
   and obligations of U.S.         
   government agencies .......     22,022              82                 -           22,104 
Equity securities ............      5,687             776               (91)           6,372
                                ---------       ---------         ---------         --------       
Total investments,
   marketable securities .....  $  37,173       $   1,212         $     (94)        $ 38,291
                                =========       =========         =========         ========

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 $9,000 in the nine months ended September 27,
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
companies.




                                       8
<PAGE>

    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 September 27, 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>
                                                          
                                                                 Nine months ended
                                                            --------------------------
<S>                                                         <C>           <C>
                                                             Sept. 27,     Sept. 28,
                                                                1997         1996
                                                            ------------- ------------

            Net Sales ....................................   $ 160,492     $ 130,801

            Income from operations .......................      20,197        12,956

            Net income ...................................      12,941         8,748

            Earnings per common share (Note 9) ...........   $    1.20     $     .94

</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 nine months ended  September  27,
1997 and September 28, 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.

NOTE 9.  COMMON STOCK SPLIT

    On September 16, 1997, the Board of Directors declared a five-for-four split
of the Company's  common stock  effective in the form of a 25% stock dividend to
shareholders of record on October 6, 1997,  which was distributed on October 20,
1997. The effect of the split is presented  retroactively  within  stockholders'
equity at September 27, 1997 and December 31, 1996 by transferring the par value
of the additional shares issued from the retained earnings account to the common
stock account.  All share and per share amounts for the periods ended  September
27, 1997 and  September 28, 1996 have been restated to reflect the effect of the
stock split.



                                       9
<PAGE>



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

             Comparative Results of Operations for the Three and Nine Months
                     Ended September 27, 1997 and September 28, 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  September  27, 1997  increased
$15.1  million,  or 36.4% to a record $56.7  million from $41.6  million for the
quarter ended  September 28, 1996. Net sales for the nine months ended September
27, 1997  increased  $41.0  million,  or 34.9%,  to $158.7  million  from $117.7
million for the nine months ended September 28, 1996. Net sales for the Wire and
Cable  Division  increased  $7.7  million,  or 20.9%,  to $44.8  million for the
quarter  ended  September  27, 1997 from $37.1  million  for the  quarter  ended
September 28, 1996. For the nine months ended  September 27, 1997, net sales for
the Wire and Cable Division increased $22.3 million, or 21.3%, to $126.8 million
from  $104.5  million  for the nine  months  ended  September  28,  1996.  These
increases in net sales are mainly  attributable to continued higher sales of the
Company's  traditional  armored cable products as well as increased sales of the
Company's higher margin specialty application cables. In addition,  net sales of
this division's  specialty coated metals products further improved over sales of
these  products  in the prior  year.  Net sales for the  America  Cable  Systems
Division increased $0.3 million,  or 7.5%, to $4.6 million for the quarter ended
September 27, 1997 from $4.3 million for the quarter  ended  September 28, 1996.
This division's net sales for the nine months ended September 27, 1997 increased
$0.6  million,  or 4.7%, to $13.1 million from $12.5 million for the nine months
ended  September 28, 1996. Net sales for  businesses  acquired in 1997 accounted
for $7.1 million, or 17.0%, and $18.2 million, or 15.4%, of the increases in net
sales for the quarter and nine months ended September 27, 1997, respectively.

    GROSS  PROFIT.  Gross  profit  for the  quarter  ended  September  27,  1997
increased  $4.8 million,  or 39.7%,  to $16.6 million from $11.8 million for the
quarter  ended  September  28,  1996.  Gross  profit for the nine  months  ended
September 27, 1997  increased  $14.6  million,  or 47.6%,  to $45.4 million from
$30.8  million  for the nine months  ended  September  28,  1996.  Gross  margin
increased to 29.2% for the quarter  ended  September 27, 1997 from 28.5% for the
quarter  ended  September  28,  1996.  Gross  margin for the nine  months  ended
September  27,  1997  increased  to 28.6% from 26.2% for the nine  months  ended
September 28, 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
September 27, 1997 increased $2.4 million,  or 46.1%,  to $7.7 million from $5.3
million for the quarter ended September 28, 1996. Income from operations for the
nine months ended September 27, 1997 increased $8.4 million,  or 72.6%, to $20.0
million from $11.6 million for the nine months ended September 28, 1996.  Income
from  operations as a percentage of net sales increased to 13.5% for the quarter
ended  September 27, 1997 from 12.7% for the quarter  ended  September 28, 1996.
For the nine  months  ended  September  27, 1997  income  from  operations  as a
percentage  of net sales  increased to 12.6% from 9.8% for the nine months ended
September 28, 1996.  These increases are  attributable to improved gross margins
combined with a 0.3% decrease in selling, general and administrative expenses as
a percent of net sales for the nine months ended  September 27, 1997 compared to
the nine months ended September 28, 1996.





                                       10
<PAGE>

    NET INCOME.  Net income for the quarter ended  September 27, 1997  increased
$1.6 million,  or 48.6%, to $5.0 million from $3.4 million for the quarter ended
September  28,  1996.  Net income for the nine months ended  September  27, 1997
increased  $4.9  million,  or 62.5%,  to $12.8 million from $7.9 million for the
nine months ended  September  28, 1996.  Net income as a percentage of net sales
increased  to 8.8% for the quarter  ended  September  27, 1997 from 8.1% for the
quarter ended  September 28, 1996. For the nine months ended  September 27, 1997
net income as a percentage of net sales increased to 8.1% from 6.7% for the nine
months ended  September  28, 1996.  These  increases  were  primarily due to (i)
increased income from operations and (ii) decreased  interest expense  partially
offset by decreased  investment  income for the nine months ended  September 27,
1997.

LIQUIDITY AND CAPITAL RESOURCES

    Cash used in  operations  totaled  $145,000  for the nine month period ended
September  27,  1997.  Increased  accounts  receivable  and  inventories,   each
resulting from the much higher level of business,  were substantially  offset by
higher  profitability.  Working  capital on September 27, 1997 was $89.7 million
and the ratio of current assets to current liabilities was 5.0 to 1.0.

    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 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)   Exhibits

      None

(b) No Reports on Form 8-K were filed  during the quarter  ended  September  27,
    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:  November 10, 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>


                                       


<ARTICLE>                     5                        
<MULTIPLIER>                                   1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS                 
<FISCAL-YEAR-END>                              DEC-31-1997
<PERIOD-START>                                 JAN-01-1997
<PERIOD-END>                                   SEP-27-1997
<CASH>                                           1,046
<SECURITIES>                                    38,291
<RECEIVABLES>                                   35,624
<ALLOWANCES>                                     3,207
<INVENTORY>                                     38,312
<CURRENT-ASSETS>                               111,945
<PP&E>                                          35,957
<DEPRECIATION>                                  12,638
<TOTAL-ASSETS>                                 146,442
<CURRENT-LIABILITIES>                           22,290
<BONDS>                                              0
                                0 
                                          0
<COMMON>                                           114
<OTHER-SE>                                     116,864
<TOTAL-LIABILITY-AND-EQUITY>                   146,442     
<SALES>                                        158,701
<TOTAL-REVENUES>                               158,701
<CGS>                                          113,277
<TOTAL-COSTS>                                  113,277
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                   116
<INTEREST-EXPENSE>                                 431
<INCOME-PRETAX>                                 20,853
<INCOME-TAX>                                     8,028
<INCOME-CONTINUING>                             12,825
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    12,825
<EPS-PRIMARY>                                     1.19 
<EPS-DILUTED>                                        0
        





</TABLE>


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