AFC CABLE SYSTEMS INC
10-Q, 1998-05-12
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 March 28, 1998

                                       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:


           Class                                 Outstanding as of May 11, 1998 
           -----                                 ------------------------------
Common Stock, $.01 par value                                 11,575,468

                                  Page 1 of 14 pages

<PAGE>

                         PART I - FINANCIAL INFORMATION

                             AFC CABLE SYSTEMS, INC.

ITEM 1.  FINANCIAL STATEMENTS

                           CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)
 
<TABLE>
<CAPTION>
                                                               March 28,        December 31,
                                                                 1998              1997
                                                               ---------        ------------
<S>                                                            <C>              <C>
ASSETS
Current assets: 
  Cash and cash equivalents .................................  $   6,823        $    2,803
  Investments, marketable securities (Note 5) ...............     38,548            40,434
  Accounts receivable, net of allowance for doubtful accounts
     and sales allowances of $2,885 and $3,870, respectively      37,835            32,127
  Inventories:
     Finished goods .........................................     23,362            26,333
     Work-in-process ........................................      8,005             7,385
     Raw materials ..........................................      6,214             6,219
                                                               ----------        ----------
                                                                  37,581            39,937
  Current deferred taxes ....................................      1,744             1,491
  Other current assets ......................................      1,615             1,439
                                                               ----------        ----------
  Total current assets ......................................    124,146           118,231


Property, plant and equipment, at cost ......................     39,423            37,346
Less accumulated depreciation ...............................     13,434            12,409
                                                               -----------       ----------
Net property, plant and equipment ...........................     25,989            24,937

Goodwill, net of accumulated amortization of $472 and
  $373, respectively ........................................     16,321            16,497
Other long term assets, net .................................      1,660             1,464
                                                               ----------        ----------

Total assets ................................................   $168,116          $161,129
                                                               ===========       ==========
</TABLE>


Note:  The balance  sheet at December 31, 1997 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>
                                                                March 28,        December 31,
                                                                  1998              1997
                                                                --------         -----------
<S>                                                             <C>              <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Current portion of long-term debt ..........................  $     228        $     227
  Revolving credit note payable ..............................      5,000            6,230
  Accounts payable ...........................................     13,212           12,536
  Accrued expenses:
     Payroll and employee benefits ...........................      3,075             3,609
     Other ...................................................      9,300             7,488
                                                                 --------         ---------
     Total accrued expenses ..................................     12,375            11,097
                                                                 --------         ---------
Total current liabilities ....................................     30,815            30,090

Long-term debt ...............................................      3,839             3,893
Deferred income taxes ........................................      1,660             1,570
Other long-term liabilities ..................................      2,541             2,441

Shareholders' equity:
  Preferred stock, $.01 par value, 1,000,000 shares
     authorized, none issued
  Common stock, $.01 par value, 15,000,000 shares
     authorized, 11,462,410 and 11,397,854 shares issued
     and outstanding, respectively ............................       114               114
  Paid-in capital .............................................    80,120            79,110
  Other (Note 8) ..............................................       919             1,021
  Treasury stock, 14,137 shares and 6,411 shares,
     respectively, at cost ....................................     (364)              (92)
  Retained earnings ...........................................    48,472            42,982
                                                                 --------         ---------
                                                                  129,261           123,135
                                                                 --------         ---------
Total liabilities and shareholders' equity ....................  $168,116          $161,129
                                                                 ========         =========
</TABLE>


Note:  The balance  sheet at December 31, 1997 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>

                                                                 March 28,        March 29,
                                                                   1998             1997
                                                                   ----           --------

Net sales .....................................................   $65,286          $47,787
Cost of goods sold ............................................    45,924           34,479
                                                                  --------         --------
Gross profit ..................................................    19,362           13,308

Selling, general and administrative expenses ..................    10,802            7,803
                                                                  --------         --------
Income from operations ........................................     8,560            5,505

Other income (expense):
  Interest expense ............................................      (133)           (131)
  Net investment and other income .............................       579              250
                                                                  --------         --------
                                                                      446              119
                                                                  --------         --------
Income before taxes ...........................................     9,006            5,624

Income taxes ..................................................     3,516            2,164
                                                                  --------         --------
Net income (Note 8) ...........................................   $ 5,490          $ 3,460
                                                                  ========         ========
Basic earnings per common share (Note 7) ......................   $   .48          $   .37
                                                                  ========         ========
Diluted earnings per common share (Note 7) ....................   $   .46          $    36
                                                                  ========         ========
</TABLE>

See accompanying notes  



                                       4
<PAGE>


                             AFC CABLE SYSTEMS, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

<TABLE>
<CAPTION>
                                                                      Quarter ended
                                                                --------------------------
<S>                                                             <C>               <C>
                                                                March 28,         March 29,
                                                                  1998              1997
                                                                --------          --------
OPERATING ACTIVITIES
Net income ...................................................   $ 5,490           $ 3,460
Adjustments to reconcile net income to cash provided
  by operating activities:
     Depreciation ............................................     1,025               711
     Amortization of intangibles .............................       103                47
     Net realized gain on available-for-sale securities ......        52               (31)
     Deferred income taxes ...................................      (113)                -
     Provision for bad debts .................................        57                33
     Provision for sales allowances ..........................      (980)             (456) 
     Compensation expense for restricted stock 
        and compensatory options .............................        19                23
     Increase (decrease) in cash arising from changes
       in assets and liabilities:
          Accounts receivable ................................    (4,723)           (2,853)
          Inventories ........................................     2,356            (3,729)
          Other current assets ...............................      (176)              (54)
          Other long-term assets .............................       (26)              (82)
          Accounts payable ...................................       676               150
          Accrued payroll and employee benefits ..............      (534)             (731)
          Other accrued liabilities ..........................     2,634             2,280
          Long-term liabilities ..............................       100               661
                                                                 --------          --------
Net cash provided by (used in) operating activities ..........     5,960              (571)

INVESTING ACTIVITIES
Acquisitions, including expenses, less cash acquired (Note 6)          -           (10,795)
Capital expenditures .........................................    (2,077)           (1,458)
Purchase of available-for-sale securities ....................    (9,056)           (2,542)
Proceeds from sale of available-for-sale securities ..........    10,555            14,079
                                                                 --------          --------
Net cash used in investing activities ........................      (578)             (716)

FINANCING ACTIVITIES
Net revolving line of credit borrowings (repayments) .........    (1,230)              900
Payments on long-term debt, including current portion ........       (53)             (218)
Proceeds from issuance of common stock .......................       193               230
Purchase of treasury stock ...................................      (272)                -
                                                                 --------          --------
Net cash provided by (used in) financing activities ..........    (1,362)              912
                                                                 --------          --------

Net increase (decrease) in cash and cash equivalents .........     4,020              (375)
Cash and cash equivalents at beginning of period .............     2,803               980
                                                                 --------          --------
Cash and cash equivalents at end of period ...................   $ 6,823           $   605
                                                                 ========          ========

Supplemental schedule of cash flow information:
  Cash paid during the period for interest ...................  $    47           $    70
                                                                ========          ========
  Cash paid during the period for income taxes ...............  $ 1,333           $   210
                                                                ========          ========
</TABLE>

See accompanying notes


                                       5
<PAGE>

                             AFC CABLE SYSTEMS, INC.

                          NOTES TO FINANCIAL STATEMENTS

March 28, 1998

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 months ended March 28, 1998 are not necessarily  indicative of the results
that may be expected for the year ended  December 31, 1998.  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, 1997.

NOTE 2.  INCOME TAXES

      For the quarters  ended March 28, 1998 and March 29, 1997,  the  Company's
effective tax rates of approximately 39.0% and 38.5%, 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  owners  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  not
covered by the indemnification.  In this 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 United States
District Court for the District of Massachusetts  entered a judgment in favor of
the Company with respect to this claim. As of March 28, 1998, there is an appeal
pending with the U.S. Court of Appeals for the First Circuit.

NOTE 4.  FINANCING AND LEASE

      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% to 1.25% for a
fixed  period of one,  two,  three,  six or twelve  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.
The weighted average rate of outstanding  borrowings under the revolving line of
credit was 6.281% at March 28, 1998. Total letters of credit issued at March 28,
1998 were $821,000.  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.

     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


                                       6
<PAGE>

99,000 square-foot manufacturing facility in New Bedford,  Massachusetts,  which
secures the IRBs.  The IRBs  mature on July 24, 2016 and carry an interest  rate
which is  adjustable on a weekly  basis.  This  interest rate was  approximately
3.75% for the three months ended March 28, 1998.  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 IRB  issuance.  The  Company  has the  right to  convert  from the  variable
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 March 28,
1998,  $3.1 million of the total was classified as long-term  debt. The carrying
value of the bonds approximates market at March 28, 1998.

In addition to the IRBs,  long-term  debt at March 28,  1998  includes  $766,000
which  represents  a mortgage  on the  facility  occupied by B&B.  The  mortgage
carries a fixed rate of 8% and matures on February 20, 2012. The carrying amount
approximates fair value at March 28, 1998.

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         Estimated
                                                     Gross          Unrealized         Fair
                                    Cost       Unrealized Gains       Losses         Value
                               -------------- ----------------- ---------------- ---------------
<S>                            <C>            <C>               <C>              <C>   
                                                      (In Thousands)
MARCH 28, 1998

U.S. corporate debt securities     $  8,151         $     331        $     (4)        $  8,478
U.S. treasury securities
    and obligations of U.S.              
    Government agencies              25,629                25             (17)          25,637
Equity securities                     3,657               891            (115)           4,433
                                 -----------    -------------     ------------     -----------
Total included in investments       $37,437          $  1,247        $   (136)         $38,548
                                 ===========    =============     ============     ===========

DECEMBER 31, 1997

U.S. corporate debt securities     $  9,464         $     329        $     (3)        $  9,790
U.S. treasury securities
    and obligations of U.S.             
    Government agencies              24,713                55              (2)          24,766
Equity securities                     4,894             1,096            (112)           5,878
                                 -----------    -------------     ------------     -----------
Total included in investments       $39,071          $  1,480        $   (117)         $40,434
                                 ===========    =============     ============     ===========

</TABLE>





                                       7
<PAGE>



     The cost and fair market value of debt securities at March 28, 1998 and 
December 31, 1997, by contractual maturities, are shown below:

                                                      Available-for-Sale
                                                                  Fair Market
                                                     Cost            Value
                                                 -------------------------------
MARCH 28, 1998                                           ($ in thousands)

Debt securities:
  Maturing in one year or less                       $16,523          $16,796
  Maturing between one year and five years            16,101           16,100
  Maturing after five years                            1,156            1,219
                                                 -------------------------------
                                                      33,780           34,115
Equity securities                                      3,657            4,433
                                                 -------------------------------
Total investments                                    $37,437          $38,548
                                                 ===============================

DECEMBER 31, 1997

Debt securities:
  Maturing in one year or less                       $15,031          $15,296
  Maturing between one year and five years            17,931           17,983
  Maturing after five years                            1,215            1,277
                                                 -------------------------------
                                                      34,177           34,556
Equity securities                                      4,894            5,878
                                                 -------------------------------
Total investments                                    $39,071          $40,434
                                                 ===============================


    Expected  maturities  will differ from  contractual  maturities  because the
issuers  of the  securities  may have the  right to prepay  obligations  without
prepayment  penalties.  Realized gains included in investment income amounted to
$52,000 in the quarter ended March 28, 1998.

NOTE 6.  ACQUISITIONS

    During 1997, the Company completed four  acquisitions (the  "Acquisitions").
In January,  1997, the Company acquired B&B Electronics  Manufacturing  Company,
Inc.  ("B&B"),  a manufacturer and direct marketer of electronic  interfaces and
connectors that facilitate data communications, and Area Lighting Research, Inc.
("ALR"),  a manufacturer and distributor of lighting  controls.  In April, 1997,
the Company acquired Madison Equipment Company, Inc. ("Madison"),  a supplier of
fittings for the electrical  industry.  In November,  1997, the Company acquired
the Federal Hose  Division of FLEXFAB  Horizons  International,  Inc.  ("Federal
Hose"),  a manufacturer  and distributor of flexible  metal,  plastic and fabric
hoses,  ducting and  connectors.  As of March 28,  1998,  the Company has paid a
total purchase price of  approximately  $22.0 million in cash and  approximately
152,843  shares of the common stock of the Company (the "Common  Stock") for the
Acquisitions,  including additional  consideration paid in a combination of cash
and Common Stock to the sellers of B&B and ALR for certain financial targets met
by those  companies  for the year ended  December 31,  1997.  The Company may be
required to pay additional consideration, in either cash or Common Stock, if B&B
or Federal Hose meet certain financial targets in future years.

    The  Acquisitions  are  accounted for as  purchases,  therefore,  the income
statement  of the Company  for the three  months  ended March 29, 1997  reflects
operations of B&B and ALR from the acquisition date. The goodwill resulting from
the Acquisitions is being amortized over forty years,  with the exception of the
goodwill from Madison, which is being amortized over 20 years.


                                       8
<PAGE>



     Pro forma  income  statement  data for the  quarter  ended  March 29,  1997
assuming the Acquisitions occurred at the beginning of 1997 is as follows:

                                                               Quarter ended
                                                                 March 29,
        (In thousands, except per share data)                       1997
                                                                -------------

        Net sales                                                 $54,425
        Income from operations                                      6,002
        Net income                                                  3,763

        Basic earnings per share                                      .40
        Diluted earnings per share                                    .39


    The above pro forma  information  does not  purport  to  represent  what the
Company's results of operations would actually have been had the acquisitions 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

    The Company adopted Financial  Accounting Standards Board Statement No. 128,
"Earnings Per Share" ("FAS 128"), in 1997. FAS 128 requires the  presentation of
"basic earnings per share" and "diluted  earnings per share." Basic earnings per
share  represents net income divided by the weighted average number of shares of
Common Stock outstanding  during the year. Diluted earnings per share represents
net income  divided by weighted  average  shares  outstanding  adjusted  for the
dilutive  effect of the assumed  exercise of  outstanding  options and warrants.
Share and earnings per share  amounts for all periods have been  presented,  and
where  appropriate,  restated  to conform to the  requirements  of FAS 128.  The
following  table sets forth the  computation  of basic and diluted  earnings per
share for the three-month periods ended March 28, 1998 and March 29, 1997:

                                                  Quarter ended
                                             March 28,      March 29,
                                                1998           1997
                                            ------------- ---------------

          Net income (in thousands)               $5,490        $3,460
          Basic average shares                11,363,563     9,260,827
          Effect of dilutive securities:
            Stock options and stock awards       386,071       133,079
            Stock warrants                        91,830       128,310

                                            ------------- ---------------
                                                 477,901       261,389
          Dilutive average shares             11,841,464     9,522,216
                                            ============= ===============
          Basic earnings per share                $0.48          $0.37
                                            ============= ===============
          Diluted earnings per share              $0.46          $0.36
                                            ============= ===============

NOTE 8.  COMPREHENSIVE INCOME

    As of January 1, 1998, the Company adopted  Financial  Accounting  Standards
Board Statement No. 130, "Reporting  Comprehensive  Income" ("FAS 130"). FAS 130
establishes new rules for the reporting and display of comprehensive  income and
its components. The adoption of FAS 130, however, had no impact on the Company's
net income or shareholders'  equity. FAS 130 requires unrealized gains or losses
on the  Company's  available-for-sale  securities,  which prior to adoption  was
reported   separately  in  shareholders'   equity,   to  be  included  in  other
comprehensive  income.  


                                       9
<PAGE>


     The components of comprehensive  income,  net of related tax, for the three
month  periods ended March 28, 1998 and March 29, 1997 are as follows:



                                                           Quarter ended
                                                       March 28,    March 29,
          (In thousands)                                 1998         1997
                                                      ------------ ------------

          Net income                                       $5,490       $3,460
          Unrealized gains (losses) on securities            (101)         (70)
                                                      ============ ============
          Comprehensive income                             $5,389       $3,390
                                                      ============ ============

NOTE 9.  STOCK SPLIT

    On  September  16,  1997,  the  Company's  Board of  Directors  authorized a
five-for-four  split of the Common  Stock  effected  in the form of a 25 percent
stock  dividend  distributed on October 20, 1997, to  shareholders  of record on
October 6,  1997.  Shareholders'  equity  was  adjusted  by  reclassifying  from
retained earnings to common stock the par value of the additional shares arising
from the split. All references in the prior year to number of shares,  per share
amounts and prices of the Common Stock have been  restated to present the effect
of the stock split.

NOTE 10.  STOCK OFFERING

    On April 23, 1997, the Company completed the issuance of 1,562,500 shares of
Common  Stock at a price of $15.40  per  share.  As part of this  offering,  the
Company  granted  the  underwriters  an option to  purchase a maximum of 375,000
additional shares to cover over-allotments, which was exercised in full on April
29, 1997.

NOTE 11.  SUBSEQUENT EVENT

    On April 16,  1998,  the Company  filed a  registration  statement  with the
Securities and Exchange Commission for the proposed offering of 1,500,000 shares
of Common Stock. Approximately 875,000 shares will be offered by the Company and
625,000 by selling  stockholders.  An option to purchase an  additional  225,000
shares was granted by the Company to the underwriters to cover over-allotments.



                                       10
<PAGE>



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS
                 Comparative Results of Operations for the Three Months
                       Ended March 28, 1998 and March 29, 1997

    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 1997.

RESULTS OF OPERATIONS

    NET SALES.  Net sales for the quarter ended March 28, 1998  increased  $17.5
million,  or 36.6%,  to $65.3  million from $47.8  million for the quarter ended
March 29,  1997.  Net sales for the Wire and Cable  Division  increased by $14.3
million,  or 35.5%,  to $54.6  million for the quarter ended March 28, 1998 from
$40.3  million  for  the  quarter  ended  March  29,  1997.   The  increase  was
attributable  primarily to higher  sales of the  Company's  traditional  armored
cable and flexible conduit products,  specialty application cables, fittings and
connectors,  and specialty  coated metals  products.  Also  contributing to this
increase  were the sales of Madison and  Federal  Hose,  which were  acquired in
April and  November  of 1997,  respectively.  Net sales  for the  America  Cable
Systems Division  increased by $3.1 million,  or 42.5%, to $10.4 million for the
quarter  ended March 28, 1998 from $7.3 million for the quarter  ended March 29,
1997. This increase is attributable to higher sales of modular wiring systems as
well as a full period of, and increased  sales by, ALR and B&B,  which sales are
now  included in those of the America  Cable  Systems  Division.  Sales for this
division  for the quarter  ended  March 29,  1997 have been  restated to include
sales by ALR and B&B.

    GROSS PROFIT.  Gross profit for the quarter  ended March 28, 1998  increased
$6.1  million,  or 45.9%,  to $19.4  million from $13.3  million for the quarter
ended March 29,  1997.  Gross margin  increased  to 29.7% for the quarter  ended
March 28, 1998 from 27.8% for the quarter ended March 29, 1997. This increase is
attributable  to  (i)  improved  operating  efficiencies,  (ii)  more  efficient
material  utilization  resulting from improved  manufacturing  processes,  (iii)
decreased cost of raw materials  through  improved  purchasing  practices,  (iv)
increased sales of the Company's higher margin specialty application cables, and
(v) higher margins on certain of the products sold by the companies  acquired in
1997.

    INCOME FROM  OPERATIONS.  Income from operations for the quarter ended March
28, 1998 increased $3.1 million, or 56.4%, to $8.6 million from $5.5 million for
the quarter ended March 29, 1997.  Income from operations as a percentage of net
sales increased to 13.1% for the quarter ended March 28, 1998 from 11.5% for the
quarter ended March 29, 1997. This increase resulted from improved gross margin,
but was partially offset by an increase in compensation expense and professional
fees and increases in freight costs and sales agent commissions, which generally
rise in proportion with net sales.

    NET INCOME.  Net income for the quarter ended March 28, 1998  increased $2.0
million, or 57.1%, to $5.5 million from $3.5 million for the quarter ended March
29,  1997.  Net income as a  percentage  of net sales  increased to 8.4% for the
quarter  ended March 28, 1998 from 7.2% for the  quarter  ended March 29,  1997.
This  increase  was  primarily  due to  increased  income  from  operations  and
investment income, partially offset by a .5% higher effective tax rate which was
due to a higher marginal income tax rate for the first quarter 1998.

    INTEREST  EXPENSE.  Interest  expense for the  quarter  ended March 28, 1998
increased  slightly to $133,000  from  $131,000 for the quarter  ended March 29,
1997.  Average  borrowings  during the first  quarter of 1998 were  higher  than
during the first quarter of 1997, but at more favorable borrowing rates.

LIQUIDITY AND CAPITAL RESOURCES

     Cash  provided by  operations  totaled $6.0  million for the quarter  ended
March 28, 1998 and was mainly attributable to increased profitability, decreased
levels of inventories and increased accrued expenses partially offset


                                       11
<PAGE>


by an increase in  accounts  receivable  resulting  from higher  sales.  Working
capital on March 28, 1998 was $93.3  million and the ratio of current  assets to
current liabilities was 4.03 to 1.00.

    The Company believes that funds generated from operations, proceeds from the
April 23,  1997  sale of  Common  Stock  described  in Note 10 to the  financial
statements, proceeds from the anticipated sale of Common Stock described in Note
11 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.





                                       12
<PAGE>




                           PART II - OTHER INFORMATION

                             AFC CABLE SYSTEMS, INC.



ITEM 1.  LEGAL PROCEEDINGS.

None

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS.

None

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None

ITEM 5.  OTHER INFORMATION.

None

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 March 28, 1998.






                                       13
<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:  May 11, 1998

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


                                       14

<TABLE> <S> <C>


<ARTICLE>                     5
<MULTIPLIER>                                   1000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                              DEC-31-1998
<PERIOD-START>                                 JAN-01-1998
<PERIOD-END>                                   MAR-28-1998
<CASH>                                           6,823
<SECURITIES>                                    38,548
<RECEIVABLES>                                   40,720
<ALLOWANCES>                                     2,885
<INVENTORY>                                     37,581
<CURRENT-ASSETS>                               124,146
<PP&E>                                          39,423
<DEPRECIATION>                                  13,434
<TOTAL-ASSETS>                                 168,116
<CURRENT-LIABILITIES>                           30,815
<BONDS>                                              0
                                0
                                          0
<COMMON>                                           114
<OTHER-SE>                                     129,147
<TOTAL-LIABILITY-AND-EQUITY>                   168,116
<SALES>                                         65,286
<TOTAL-REVENUES>                                65,286
<CGS>                                           45,924
<TOTAL-COSTS>                                   45,924
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                    57
<INTEREST-EXPENSE>                                 133
<INCOME-PRETAX>                                  9,006
<INCOME-TAX>                                     3,516
<INCOME-CONTINUING>                              5,490
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     5,490
<EPS-PRIMARY>                                      .48
<EPS-DILUTED>                                      .46
        


</TABLE>


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