ANICOM INC
8-K, 1997-12-12
ELECTRICAL APPARATUS & EQUIPMENT, WIRING SUPPLIES
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                    FORM 8-K

 


                       Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934

 

 
                        Date of Report: December 12, 1997

 



                                  Anicom, Inc.
        -----------------------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)




          Delaware                   0-25364                     36-3885212
- ----------------------------       ------------             --------------------
(State or Other Jurisdiction       (Commission                  (IRS Employer
      of incorporation)            File Number)              Identification No.)




6133 North River Road, Suite 1000, Rosemont, IL                        60018
- -----------------------------------------------                  ---------------
(Address of Principal Executive Offices)                            (Zip Code)



       Registrant's telephone number, including area code (847) 518-8700

<PAGE>
Item 2. Acquisition or Disposition of Assets

(a)     On December 4,  1997, a wholly owned subsidiary of Registrant was merged
        into TW  Communication  Corporation  ("TW"),  resulting in TW becoming a
        wholly-owned  subsidiary of Registrant.  The total merger  consideration
        was paid in the  form of  $3,000,000  in cash,  and  873,580  shares  of
        Registrant's common stock, $.001 par value per share ("Common Stock").

        All cash  consideration  from  Registrant  in this  transaction  was 
        paid out of Registrant's  existing working capital. All shares of Common
        Stock  issued  in  this  transaction  were  issued  out of  Registrant's
        authorized but unissued Common Stock.

(b)     Certain of the assets acquired pursuant to this transaction constitute
        equipment  or other  physical  property  used by TW in its business as a
        distributor of wire and cable products.  The Registrant will continue to
        use these assets for the same purpose.


Item 7. Financial Statements and Exhibits

(a)     Financial Statements of Businesses Acquired

        The following  financial  statements of the acquired  business, TW 
        Communication  Corporation,  are  submitted  herewith  on the  indicated
        pages.
                                                                         Page
 
        Report of Independent Certified Public Accountants                 F-3

        Balance Sheet as of February 28, 1997                              F-4

        Statement of  Earnings for the year  ended February 28, 1997       F-5

        Statement of Stockholder's Equity for the year ended 
          February 28, 1997                                                F-6

        Statement of Cash Flows for the year ended February 28, 1997       F-7
 
        Notes to Financial Statements                                F-8 to F-13

<PAGE>

(b)     Pro Financial Information

        The following  unaudited pro forma condensed combined financial  
        information of Anicom,  Inc. , TW  Communication  Corporation  and Other
        Acquisitions are submitted herewith on the indicated pages. 
                                                                           Page

        Pro forma Condensed Combined Financial Information                 F-14

        Pro forma Condensed Combined Balance Sheet, September 30, 1997     F-15

        Notes to Pro forma Condensed Combined Balance Sheet, September 
          30. 1997                                                         F-16
 
        Pro forma Condensed Combined Statement of Income for the nine 
          months ended September 30, 1997                                  F-17

        Notes to Pro forma Condensed Combined Statement of Income for 
          the nine months ended September 30, 1997                         F-18

        Pro forma Condensed Combined Statement of Income for the year 
          ended December 31, 1996                                          F-19

        Notes to Pro forma Condensed Combined Statement of Income for 
          the year ended December 31, 1996                                 F-20

(c)     Exhibits

         2.1*     Agreement and Plan of Merger dated as of November 24, 1997 
                  between  Anicom,   Inc.,  TWC  Acquisition   Corporation,   TW
                  Communication  Corporation,   Edward  Goodstein  and  Carl  G.
                  Palazzolo.

        23.1      Consent of Independent Certified Public Accountants

_____________
         *        Incorporated by reference to the same Exhibit number of the 
                  Company's  Registration  Statement  on Form S-3  (Registration
                  Statement No. 333-41225).


<PAGE>

                                   SIGNATURES

Pursuant  to the  regulations  of the  Securities  Exchange  Act  of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                                          ANICOM, INC.


Dated:  December 12, 1997         By:  /S/ DONALD C. WELCHKO
                                     --------------------------------
                                     Donald C. Welchko
                                     Vice President, Chief Financial Officer
<PAGE>





                    Item 7. Financial Statements and Exhibits

                  (a) Financial Statements of Business Acquired
<PAGE>







                          TW Communication Corporation


                       FINANCIAL STATEMENTS AND REPORT OF
                    INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



                                February 28, 1997
<PAGE>




                                 C O N T E N T S


                                                                            Page


Report of Independent Certified Public Accountants                          F-3


Financial Statements

     Balance Sheet                                                          F-4

     Statement of Earnings                                                  F-5

     Statement of Stockholder's Equity                                      F-6

     Statement of Cash Flows                                                F-7

     Notes to Financial Statements                                    F-8 - F-13
<PAGE>
                         REPORT OF INDEPENDENT CERTIFIED
                               PUBLIC ACCOUNTANTS





Board of Directors and Stockholder
    TW Communication Corp.


We have audited the accompanying  balance sheet of TW  Communication  Corp. (the
"Company")  as of February 28,  1997,  and the related  statements  of earnings,
stockholder's  equity and cash flows for the year then  ended.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial  position of TW Communication  Corp. as of
February 28, 1997,  and the results of its operations and its cash flows for the
year then ended in conformity with generally accepted accounting principles.





/S/ GRANT THORNTON LLP


Melville, New York
May 9, 1997
<PAGE>
                             TW Communication Corp.

                                  BALANCE SHEET

                                February 28, 1997

                                     ASSETS

CURRENT ASSETS
    Cash                                                         $       34,553
    Accounts receivable, less allowance for doubtful
       accounts of $232,470                                          12,687,927
    Merchandise inventory                                            10,992,973
    Receivables from related parties                                    798,204
    Prepaid expenses and other                                          277,211
                                                                 --------------
         Total current assets                                        24,790,868
EQUIPMENT AND LEASEHOLD IMPROVEMENTS, net                               389,516
RECEIVABLES FROM RELATED PARTIES                                      1,784,939
OTHER ASSETS
    Intangible assets (net of accumulated amortization 
          of $62,981)                                                   115,497
    Cash surrender value of officer's life insurance                     75,841
    Security deposits and other                                          84,550
                                                                 --------------
                                                                        275,888
                                                                 --------------
                                                                    $27,241,211
                                                                 ==============

                      LIABILITIES AND STOCKHOLDER'S EQUITY

CURRENT LIABILITIES
    Current maturities of long-term debt                        $         5,037
    Accounts payable                                                  9,913,966
    Accrued expenses and other current liabilities                    1,085,872
                                                                 --------------
           Total current liabilities                                 11,004,875
LONG-TERM DEBT, net of current portion
    Notes payable - bank                                             11,764,741
    Loans payable                                                         2,713
                                                                 --------------
                                                                     11,767,454
COMMITMENTS AND CONTINGENCIES
STOCKHOLDER'S EQUITY
    Common stock, no par value; 200 shares
       authorized; 23 shares issued and outstanding                          46
    Retained earnings                                                 4,468,836
                                                                 --------------
                                                                      4,468,882
                                                                 --------------
                                                                    $27,241,211
                                                                 ==============

         The accompanying notes are an integral part of this statement.
<PAGE>
                             TW Communication Corp.

                              STATEMENT OF EARNINGS

                          Year ended February 28, 1997






Net sales                                                     $82,363,899

Cost of sales                                                  71,043,212
                                                             ------------
         Gross profit                                          11,320,687
                                                             ------------

Operating expenses
    Salaries                                                    5,481,003
    Warehouse                                                   1,023,412
    Selling and marketing                                         964,477
    General and administrative                                  2,009,959
    Depreciation and amortization                                 176,701
                                                             ------------
                                                                9,655,552
                                                             ------------
         Earnings  from operations before interest              1,665,135

Interest expense, net of interest income                         (626,796)
                                                             ------------

         NET EARNINGS                                        $  1,038,339
                                                             ============
















         The accompanying notes are an integral part of this statement.
<PAGE>
                             TW Communication Corp.

                        STATEMENT OF STOCKHOLDER'S EQUITY

                          Year ended February 28, 1997









                                   Common            Retained
                                    stock            earnings         Total   

Balance as of February 29, 1996      $46            $3,430,497      $3,430,543

Net earnings for the year                            1,038,339       1,038,339
                                   ------          ------------    ------------ 
Balance as of February 28, 1997      $46            $4,468,836      $4,468,882
                                   ======          ============    ============



























         The accompanying notes are an integral part of this statement.
<PAGE>
                             TW Communication Corp.

                             STATEMENT OF CASH FLOWS

                          Year ended February 28, 1997



Cash flows from operating activities
    Net earnings                                                    $ 1,038,339
    Adjustments to reconcile net earnings to net cash
       used in operating activities
          Depreciation and amortization                                 176,701
          Provision for doubtful accounts                               400,687
          Provision for inventory reserve                                69,332
          Changes in operating assets and liabilities
              Increase in accounts receivable                        (1,966,484)
              Increase in merchandise inventory                      (2,483,091)
              Decrease in prepaid expenses and other                    325,545
              Increase in other assets                                   (2,382)
              Increase in accounts payable                              701,256
              Increase in accrued expenses and other
                current liabilities                                     443,381
                                                                    ------------
                  Net cash used in operating activities              (1,296,716)
                                                                    ------------
Cash flows from investing activities
    Capital expenditures                                                (51,407)
    Funds advanced to related parties, net                           (1,726,640)
    Increase in cash surrender value of officer's life insurance         (6,543)
                                                                    ------------
                  Net cash used in investing activities              (1,784,590)
                                                                    ------------
Cash flows from financing activities
    Borrowings from revolving credit line, net                        2,957,760
    Financing costs                                                        (627)
    Repayment of loans payable                                           (5,400)
                                                                    ------------
                  Net cash provided by financing activities           2,951,733
                                                                    ------------
                  NET DECREASE IN CASH                                 (129,573)
Cash at beginning of year                                               164,126
                                                                    ------------
Cash at end of year                                                $     34,553
                                                                   ============
Supplemental disclosures of cash flow information:
    Cash paid during the year for
       Interest                                                    $    758,128
                                                                   ============


         The accompanying notes are an integral part of this statement.

<PAGE>
                             TW Communication Corp.

                          NOTES TO FINANCIAL STATEMENTS

                                February 28, 1997



NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     1.  Nature of Business

         TW Communication Corp. (the "Company") is a distributor of wire, cable,
         fiber   optics  and   installation   supplies   predominantly   to  the
         telecommunications,  data and cable television  industries primarily in
         the United States.

     2.  Merchandise Inventory

         Merchandise  inventory is stated at the lower of cost  (moving  average
         method) or market and consists substantially of finished goods.

     3.  Equipment and Leasehold Improvements

         Equipment and leasehold improvements are carried at cost.  Depreciation
         and  amortization  are provided  using  straight-line  and  accelerated
         methods based on the estimated useful lives of the assets.

     4.  Revenue Recognition

         The  Company  recognizes  revenue on the date the product is shipped to
         the customer.

     5.  Intangible Assets

         Intangible  assets  consist  of costs in  excess  of fair  value of net
         assets acquired  (amortized on a  straight-line  basis over a period of
         forty  years)  and  deferred   financing  costs   (amortized  over  the
         three-year  term of the  underlying  credit  agreement).  On an ongoing
         basis, management reviews the valuation and amortization of such costs.

     6.  Income Taxes

         The  Company has  elected to be treated as an S  Corporation  under the
         Internal Revenue Code and under New York State and other state' income
         tax laws. Therefore, no provision is made for

<PAGE>

                             TW Communication Corp.

                    NOTES TO FINANCIAL STATEMENTS (continued)

                                February 28, 1997



NOTE A (continued)

         income taxes since all earnings or losses are passed  through  directly
         to the stockholder. S Corporations are permitted to retain their fiscal
         year by  making  an  election  together  with a  "deposit"  based  upon
         adjusted  income of the preceding year. The federal fiscal year deposit
         at February 28, 1997 is $7,086.

     7.  Use of Estimates

         The  preparation of financial  statements in conformity  with generally
         accepted  accounting  principles  requires management to make estimates
         and  assumptions  that  affect  the  reported  amounts  of  assets  and
         liabilities and disclosure of contingent  assets and liabilities at the
         date of the financial  statements  and the reported  amounts of revenue
         and expenses during the reporting  period.  Actual results could differ
         from those estimates.

     8.  Concentration of Risk

         Financial   instruments  which  potentially   subject  the  Company  to
         concentration  of  credit  risk  consist  principally  of  receivables.
         Concentration  of credit  risk with  respect  to these  receivables  is
         generally  diversified  due to the large number of entities  comprising
         the Company's  customer  base and their  dispersion  across  geographic
         areas. The Company  routinely  addresses the financial  strength of its
         customers  and, as a consequence,  believes that its receivable  credit
         risk exposure is limited.


NOTE B - RECEIVABLES FROM RELATED PARTIES

         As of February 28, 1997,  the Company had a receivable of $798,204 from
         a company  owned by the  Company's  sole  stockholder.  The demand loan
         bears interest at 8.50% per annum.  Interest income amounted to $65,079
         in fiscal 1997.


<PAGE>

                             TW Communication Corp.

                    NOTES TO FINANCIAL STATEMENTS (continued)

                                February 28, 1997



NOTE B (continued)

         During  fiscal  1997,  the  Company  advanced  funds to and charged for
         expenditures incurred on behalf of an entity owed by the Company's sole
         stockholder for an amount  aggregating  $1,766,439 through February 28,
         1997.  Such amount due from this related  entity bears interest at 1/2%
         over the prime rate per annum  (8.75% at  February  28,  1997) on which
         interest  approximating  $18,500 accrued through February 28, 1997. The
         related  entity  subsequently  used a portion of such advanced funds to
         acquire  an  interest  in  debentures  and  equity of a public  company
         operating  its  business  and  managing  its affairs  with relief under
         Chapter XI of the Federal  bankruptcy laws. On May 7, 1997, the related
         entity entered into an agreement with such public  company,  subject to
         Bankruptcy Court approval, to acquire the public company's distribution
         business and all of its assets used in connection  therewith.  In turn,
         the  related  entity will  transfer  its  interest in the  distribution
         business  together with the related  assets  acquired to the Company in
         partial  satisfaction of the receivable  from such related entity.  The
         closing of this series of  contemplated  transactions  is  scheduled to
         occur not later than ten days after approval by the Bankruptcy Court.


NOTE C - EQUIPMENT AND LEASEHOLD IMPROVEMENTS

         Equipment and leasehold improvements,  net, consist of the following as
         of February 28, 1997:

                                               Asset
                                               lives
                                              (years)

          Office and warehouse equipment      3 -  8             $ 1,715,126
          Leasehold improvements              5 - 10                 208,837
          Transportation equipment            2 -  3                  14,449
                                                                 -----------
                                                                   1,938,412
          Less accumulated depreciation
              and amortization                                    (1,548,896)
                                                                 -----------
                                                                $    389,516
                                                                 ===========

         Depreciation and  amortization of equipment and leasehold  improvements
         was approximately $148,000 in fiscal 1997.



<PAGE>


                             TW Communication Corp.

                    NOTES TO FINANCIAL STATEMENTS (continued)

                                February 28, 1997



NOTE D - OFFICER'S LIFE INSURANCE

         The Company is the owner and  beneficiary  of life  insurance  policies
         with  face  values  aggregating  $1,800,000  on the  life  of its  sole
         stockholder (Note E).

         In addition,  the Company pays the premiums for two  split-dollar  life
         insurance policies on the life of its sole stockholder. These policies,
         in the amount of  $1,500,000  each,  are owned by the  Company  for the
         benefit of the sole  stockholder and his wife,  except that the Company
         is entitled to retain a portion of such life insurance  proceeds to the
         extent of premiums paid by the Company.


NOTE E - LONG-TERM DEBT

     Notes Payable - Bank

         The Company has an  asset-based  lending  agreement  (the  "Agreement")
         dated November 15, 1995 with a bank which expires in November 1998. The
         Agreement,   as  amended  on  March  17,  1997,  provides  for  maximum
         borrowings of up to $13,500,000,  which includes a temporary  borrowing
         limit increase of $1 million through June 14, 1997, is guaranteed by an
         affiliate of the Company and by the Company's  sole  stockholder  up to
         $2.8 million of the outstanding loan amount,  and is  collateralized by
         all of the Company's assets as well as the assignment of life insurance
         policies on the life of the Company's sole stockholder in the amount of
         $1 million (Note D) and a mortgage on a building owned by an affiliate.
         The Agreement contains certain restrictive covenants which, among other
         things, require the maintenance of certain financial ratios,  including
         minimum net worth and interest  coverage,  limitation  on debt coverage
         and profitability, as defined. Borrowings under the Agreement are based
         on eligible accounts receivable and merchandise inventory,  as defined,
         and bear interest at 1/2% over the bank's prime rate (8.75% at February
         28,  1997),  unless  the LIBOR  option is  exercised,  up to  specified
         borrowing limits, in which the interest is at 2% over the bank's stated
         LIBOR  rate  (7.54% at  February  28,  1997).  At  February  28,  1997,
         $3,800,000 of the outstanding loan amount was at the LIBOR-based rate.

     Loan Payable

         This  equipment  loan is payable to the Company's  sole  stockholder in
         monthly  installments  with  interest at 10% per annum  through  August
         1998.



<PAGE>


                             TW Communication Corp.

                    NOTES TO FINANCIAL STATEMENTS (continued)

                                February 28, 1997



NOTE E (continued)

         A summary of the  Company's  aggregate  annual  maturities of long-term
         debt is as follows:

                      Year ending February 28,
                          1998                             $         5,037
                          1999                                  11,767,454
                                                           ---------------
                                                               $11,772,491
                                                           ===============

NOTE F - COMMITMENTS AND CONTINGENCIES

         The Company leases its corporate  office and a  warehouse/sales  office
         from entities  owned or controlled  by the Company's  sole  stockholder
         under  noncancellable  operating lease  agreements.  In addition to the
         monthly  base  rentals  aggregating  $30,000  through  2000 and $18,000
         through  2005,  the  Company is  obligated  for real  estate  taxes and
         property insurance  premiums relating to such lease agreements.  During
         fiscal 1997, the Company incurred $425,666,  including $65,666 for real
         estate taxes under these leases.  Further,  the Company is contingently
         liable as a guarantor of mortgages on such  facilities in the amount of
         $2,153,155 as of February 28, 1997.

         The Company is also obligated  under  noncancellable  operating  leases
         through 2000 for its other warehouses, administrative and sales offices
         and transportation equipment. The leases require minimum monthly rents,
         and certain  facility  leases require  payments for real estate tax and
         operating expense escalations.

         Rent expense for all operating  leases,  including  leases with related
         parties and required real estate taxes,  during fiscal 1997  aggregated
         $581,774.

<PAGE>

                             TW Communication Corp.

                    NOTES TO FINANCIAL STATEMENTS (continued)

                                February 28, 1997



NOTE F (continued)

         The aggregate  minimum rental  commitments  under all operating leases,
         including leases with related parties, are as follows:

                                     Office and      Trans-
                                      warehouse     portation
                                     facilities     equipment       Total    

         Year ending February 28,
             1998                    $   483,000      $45,000     $   528,000
             1999                        463,000       36,000         499,000
             2000                        400,000        2,000         402,000
             2001                        216,000                      216,000
             2002                        216,000                      216,000
             Thereafter                  666,000                      666,000
                                     -----------    ---------     -----------
                                      $2,444,000      $83,000      $2,527,000
                                     ===========    =========     ===========


NOTE G - BENEFIT PLAN

         The Company  sponsors a 401(k)  employee  pension plan (the "Plan") for
         all employees meeting the eligibility requirements.  The Plan is funded
         by the individual  contributions  from the participants who elect their
         individual investment options.

<PAGE>










                    Item 7. Financial Statements and Exhibits

                       (b) Pro Forma Financial Information

<PAGE>
        Anicom, Inc., TW Communication Corporation and Other Acquisitions
               Pro Forma Condensed Combined Financial Information

                                   (Unaudited)

The unaudited pro forma condensed combined financial information give effect, on
a purchase  accounting  basis,  to the  Agreement and Plan of Merger dated as of
November 24, 1997 between Anicom, Inc., TWC Acquisition Corporation (hereinafter
referred to as "Anicom"), TW Communication  Corporation ("TW"), Edward Goodstein
and Carl G. Palazzolo and certain other acquisitions  completed by Anicom during
1996 and 1997.

The unaudited pro forma condensed  combined  balance sheet at September 30, 1997
assumes that the  acquisition of TW occurred on September 30, 1997. The purchase
price  consisted  of $3 million in cash and 873,580  shares of  Anicom's  common
stock,  $.001 par value per share.  The source of cash used to fund the purchase
price was provided by working capital made available by the private placement of
2,900,000  shares of Anicom's  common  stock,  $.001 par value per share,  which
closed on December 4, 1997. As the TW acquisition  and subsequent  retirement of
TW bank debt was funded by the private  placement of Anicom  common  stock,  the
unaudited  pro forma  condensed  combined  balance  sheet at September  30, 1997
assumes that this  offering  occurred on September  30, 1997.  The unaudited pro
forma  condensed  combined  statements  of  income  for the  nine  months  ended
September  30,  1997  and the year  ended  December  31,  1996  assume  that the
acquisition  of TW and the private  placement of Anicom common stock occurred on
January 1, 1996.

The unaudited pro forma condensed combined  statements of operations also assume
that Anicom's 1996 acquisitions of Northern Wire & Cable, Inc.  ("Northern") and
Norfolk Wire & Electronics,  Inc.  ("Norfolk") and Anicom's 1997 acquisition of,
Energy  Electric Cable, a division of Connectivity  Products,  Inc.  ("Energy"),
occurred on January 1, 1996. As these acquisitions were substantially  funded by
the  November  1995  follow-on  offering  of  3,450,000  shares of common  stock
(including 450,000 shares for the underwriters'  overallotment) and the May 1997
issuance of 27,000  shares of  convertible  preferred  stock,  the unaudited pro
forma combined  statements  assume that these  offerings  occurred on January 1,
1996.

The unaudited pro forma adjustments are based on preliminary  assumptions of the
allocation  of the  purchase  price  and are  subject  to  revision  upon  final
settlement of all purchase price  adjustments  and the completion of evaluations
and other  studies  of the fair  value of all assets  acquired  and  liabilities
assumed.  Actual purchase  accounting  adjustments may differ from the pro forma
adjustments presented herein.

The  unaudited  pro forma  condensed  combined  statements  are not  necessarily
indicative of the results that actually would have occurred if the  transactions
described  above  had  been  effective  since  the  assumed  dates,  nor are the
statements  indicative  of  future  combined  financial  position  or  earnings.
Anicom's  future  financial  statements will reflect the acquisition of TW as of
December 1, 1997.

The  pro  forma  condensed  combined  financial  statements  should  be  read in
conjunction with the consolidated  financial  statements of Anicom as filed with
the  Securities  and Exchange  Commission  in its Form 10-KSB for the year ended
December  31,  1996 and Current  Report on Form 10-Q for the nine  months  ended
September 30, 1997.
<PAGE>


        Anicom, Inc., TW Communication Corporation and Other Acquisitions
                   Unaudited Condensed Combined Balance Sheet
                               September 30, 1997
                                 (in thousands)
<TABLE>
<CAPTION>

                                                            Historic                    Pro Froma   
                                                  -------------------------     --------------------------
                                                     Anicom           TW         Adjustments     Combined
<S>                                               <C>             <C>           <C>          <C><C>

                     Assets
Current assets:
  Cash and cash equivalents                       $    1,125      $      26     $    36,000  B  $    7,199
                                                                                     (3,000) C
                                                                                    (26,952) G
  Accounts receivable, net                            55,995         14,761                         70,756
  Inventory, primarily finished goods                 43,448         11,274                         54,722
  Deferred income taxes                                2,059                             90  F       2,149
  Other current assets                                 1,441          3,450                          4,891
                                                  ----------     ----------     -----------    -----------
      Total current assets                           104,068         29,511           6,138        139,717

Property and equipment, net                            5,206            540                          5,746
Goodwill, net                                         53,098                         14,631  I      67,729
Deferred income taxes                                    708                                           708
Other assets, primarily notes receivable               1,140            302            (103) A       1,339
                                                  ----------     ----------     -----------    -----------
      Total assets                                $  164,220     $   30,353     $   20,666     $   215,239
                                                  ==========     ==========     ===========    ===========   

      Liabilities and Stockholders' Equity
Current liabilities:
  Accounts payable                                 $  46,509     $   10,856                     $   57,365
  Accrued expenses                                     3,473            905           1,000  E       7,733
                                                                                      2,355  D
  Long-term debt, current portion                      1,938             23                          1,961
                                                  ----------     ----------     -----------    -----------
      Total current liabilities                       51,920         11,784           3,355         67,059

Long-term debt, net of current portion                14,940         13,832         (26,952) G       1,820
Other liabilities                                      2,486                                         2,486
                                                  ----------     ----------     -----------    -----------
      Total liabilities                               69,346         25,616         (23,597)        71,365
                                                  ----------     ----------     -----------    -----------

Stockholders' Equity:
  Common stock                                            11                              3  B          15
                                                                                          1  C
  Additional paid-in capital                          87,971                         35,997  B     136,967
                                                                                     12,999  C
  Retained earnings                                    6,892                                         6,892
  Division equity and allocated debt                                  4,737          (2,355) D          --
                                                                                     (2,382) H
                                                  ----------     ----------     -----------    -----------
      Total stockholders' equity                      94,874          4,737          44,263        143,873
                                                  ----------     ----------     -----------    -----------
        Total liabilities and stockholders'        $ 164,220     $   30,353     $    20,666    $   215,239
          equity                                  ==========     ==========     ===========    =========== 

</TABLE>
<PAGE>

                  Anicom, Inc. and TW Communication Corporation
               Notes to Unaudited Condensed Combined Balance Sheet
                               September 30, 1997


The  unaudited  balance  sheets as of September  30, 1997 have been  combined to
reflect  the pro  forma  impact  of the  acquisition  of TW by  Anicom as if the
transaction had occurred on September 30, 1997.

The  following  is a  summary  of the  adjustments  reflected  in the pro  forma
condensed combined balance sheet:

A - Eliminate TW assets not acquired by Anicom.

B - The private placement of 2,900,000 shares of Anicom's common stock, $.001 
    par value per share, which closed on December 4, 1997 provided the funds for
    the $3 million cash  consideration  paid for TW as well as the funds used to
    retire TW's  outstanding  bank debt and the bank debt  incurred by Anicom to
    fund the July 1997  acquisition  of Energy.  This  adjustment  reflects  the
    private placement,  net of related costs, as if it had occurred on September
    30, 1997.

C - The purchase price, exclusive of related fees and expenses, of $16 million 
    based on the terms and  conditions of the Agreement and Plan of Merger dated
    as of November 24, 1997 between Anicom,  Inc., TWC Acquisition  Corporation,
    TW Communication  Corporation,  Edward Goodstein and Carl G. Palazzolo.  The
    purchase price  consisted of $13 million  (873,580  shares) of Anicom common
    stock,$.001par  value  and $3  million  of  cash  provided  by  the  private
    placement of Anicom common stock (see B above).

D - Reflects S  Corporation  dividends to be paid to the former  shareholders  
    of TW after September 30, 1997 and prior to closing.

E - Record estimated transaction and business integration costs.

F - Record deferred tax asset related to business integration costs.

G - In  connection  with  merger of TW,  Anicom  assumed  TW's  outstanding  
    bank debt. Immediately after the closing of the transaction,  Anicom retired
    the  outstanding  bank  debt  of TW.  Residual  proceeds  from  the  private
    placement  of  Anicom  common  stock  (see B  above)  were  used to pay down
    Anicom's revolving credit facility (the "Facility"). Long-term debt has been
    adjusted to give effect to these  transactions,  as if such transactions had
    occurred on September 30, 1997.

H - Eliminate the net equity of TW.

I - To record the amount by which the purchase  price  exceeds the fair market 
    value of assets  acquired,  less liabilities  assumed and transaction  costs
    associated with the acquisition of TW.
<PAGE>
            Anicom, Inc. and Energy Electric Cable, a Division of CPI
                Unaudited Condensed Combined Statement of Income
                  for the nine months ended September 30, 1997
                    (in thousands, except per share amounts)
<TABLE>
<CAPTION>

 
                                                  Historic                           Pro Forma
                                    ------------------------------------   ------------------------------
                                                               Other
                                       Anicom        TW     Acquisitions   Adjustments       Combined
<S>                                 <C>         <C>          <C>           <C>              <C>  

Net sales                           
                                    $ 172,831   $   67,476   $   34,072                     $  274,379
Cost of sales                         132,161       58,236       24,989                        215,386
                                    ----------  -----------  -----------                    -----------
Gross profit                           40,670        9,240        9,083                         58,993

Selling, general and administrative    34,311        8,205        7,839    $      275 A         50,773
                                                                                  237 B
                                                                                  (94)C
                                    ----------  -----------  -----------   -----------      -----------

Income from operations                  6,359        1,035        1,244             (418)        8,220
                                    ----------  -----------  -----------   --------------   -----------

Other income (expense):
  Interest income                         214           --           --                            214
  Interest expense                       (440)        (539)        (283)             539 D        (266)
                                                                                     283 E
                                                                                     174 F
                                    ----------  -----------  -----------   --------------   -----------
    Total other income (expense)         (226)        (539)        (283)             996           (52)
                                    ----------  -----------  -----------                    -----------
                                                                           --------------

Income before income taxes              6,133          496          961              578         8,168

Provision for income taxes              2,331           --          492              385 G       3,208
                                    ----------  -----------  -----------   --------------   -----------

Net income                          $   3,802   $      496   $      469    $         193    $    4,960 H
                                    ==========  ===========  ===========   ==============   ===========

Earnings per common share and share
equivalent:
    Primary                         $     .21                                               $      .25 H
                                    ==========                                              ===========
    Fully diluted                   $     .21                                               $      .24 H
                                    ==========                                              ===========

Weighted average common shares and share
  equivalents outstanding:
    Primary                            17,127                                                   19,771 H
                                    ==========                                              ===========
    Fully diluted                      18,482                                                   20,481 H
                                    ==========                                              ===========
</TABLE>
<PAGE>

       Anicom, Inc. , TW Communication Corporation and Other Acquisitions
            Notes to Unaudited Condensed Combined Statement of Income
                  for the nine months ended September 30, 1997


The  following is a summary of the  adjustments  reflected in the  unaudited pro
forma condensed combined statement of operations:

A - Earnings effect of  TW goodwill amortization using a 40 year recovery 
    period.

B - Earnings effect of Other Acquisitions goodwill amortization using a 40 year
    recovery period.

C - Adjust expenses for costs not relevant to the acquired operations of TW.

D - In connection with merger of  TW, Anicom assumed  TW's outstanding bank 
    debt.  Immediately after the closing of the transaction,  Anicom retired the
    outstanding bank debt.  Interest expense has been adjusted to give effect to
    the retirement of this debt, as if such transactions had occurred on January
    1, 1996.

E - Eliminate interest expense allocated to Energy by its former parent.

F - Anicom borrowed against its unsecured revolving credit facility (the 
    "Facility")  to  fund  the   acquisition  of  Energy  and  working   capital
    requirements. The completion of the private placement of 2,900,000 shares of
    Anicom's common stock,  $.001 par value per share,  which closed on December
    4,  1997,  was  the  source  of  funds  for  the  acquisition  of TW and the
    retirement  of debt assumed in the TW  acquisition.  Residual  proceeds were
    used to pay down the  Facility.  Interest  expense has been adjusted to give
    effect to the pay down of this debt as if the private placement had occurred
    on January 1, 1996.

G - Adjustment  of income tax  provision to reflect the  approximate  effective
    tax rate of Anicom on the combined results.

H -  Effective September 23, 1997, the remaining outstanding Convertible 
    Preferred  Stock was converted  into common stock.  Based on this, Pro forma
    earnings per share and weighted average common shares and share  equivalents
    outstanding assume full conversion of convertible preferred stock on January
    1, 1996.

<PAGE>
            Anicom, Inc. and Energy Electric Cable, a Division of CPI
                Unaudited Condensed Combined Statement of Income
                      for the year ended December 31, 1996
                    (in thousands, except per share amounts)
<TABLE>
<CAPTION>
 
                                                      Historic                         Pro Forma
                                        -------------------------------------   -----------------------
                                                                    Other
                                           Anicom        TW      Acquisitions   Adjustments   Combined

<S>                                     <C>         <C>         <C>             <C>          <C>   

Net sales                               $  115,993  $   78,171  $   92,209                   $  286,373
                                                                
Cost of sales                               87,442      67,041      68,519                      223,002
                                        ----------- ----------- -----------     -----------  -----------
Gross profit                                28,551      11,130      23,690                       63,371

Selling, general and administrative         24,615       9,325      20,814      $      366 A     55,902
                                                                                       657 B
                                                                                       125 C
                                        ----------- ----------- -----------     -----------  -----------

Income from operations                       3,936       1,805       2,876          (1,148)       7,469
                                        ----------- ----------- -----------     -----------  -----------

Other income (expense):
  Interest income                              565          --          22                          587
  Interest expense                            (256)       (633)       (856)            633 D       (288)
                                                                                       582 E
                                                                                       113 F
                                                                                       129 G
  Other                                         --          --              8                         8
                                        ----------- ----------- -----------     -----------  -----------
    Total other income (expense)               309        (633)      (826)           1,457          307
                                        ----------- ----------- -----------     -----------  -----------

Income before income taxes                   4,245       1,172      2,050              309        7,776

Provision for income taxes                   1.622          --        753              719 H      3,094
                                        ----------- ----------- -----------     -----------  -----------

Net income before extraordinary loss         2,623       1,172      1,297             (410)       4,682

Extraordinary loss on debt refinancing          --          --       (121)             121 I         --
                                        ----------- ----------- -----------     -----------  -----------

Net income                              $    2,623  $    1,172  $    1,176      $     (289)  $    4,682
                                        =========== =========== ===========     ===========  ===========

Earnings per common share and share equivalent:
    Primary and fully diluted           $      .19                                           $       .24
                                        ===========                                          ===========

Weighted average common shares and share
  equivalents outstanding:
    Primary                                 13,579                                               19,439
                                        ===========                                          ===========
    Fully diluted                           13,843                                               19,663
                                        ===========                                          ===========
</TABLE>
<PAGE>
        Anicom, Inc., TW Communication Corporation and Other Acquisitions
            Notes to Unaudited Condensed Combined Statement of Income
                      for the year ended December 31, 1996


The  following is a summary of the  adjustments  reflected in the  unaudited pro
forma condensed combined statement of operations:

A - Earnings effect of  TW goodwill amortization using a 40 year recovery 
    period.

B - Earnings effect of Other Acquisitions goodwill using a 40 year recovery 
    period.

C - Adjust expenses for costs not relevant to acquired operations.

D - In connection with merger of  TW Communication Corporation, Anicom TW's 
    outstanding  bank debt.  Immediately  after the closing of the  transaction,
    Anicom retired the outstanding  bank debt assumed from TW. Interest  expense
    has been  adjusted to give effect to the  retirement of this debt as if such
    transactions had occurred on January 1, 1996.

E - Eliminate interest expense allocated to Energy by its former parent.

F - In connection with the asset purchase of Northern, Anicom assumed up to $6.5
    million of Northern's  outstanding bank debt.  Immediately after the closing
    of this  transaction,  Anicom retired the outstanding bank debt assumed from
    Northern.  Interest  expense  has  been  adjusted  to  give  effect  to  the
    retirement of this debt as if such  transactions  had occurred on January 1,
    1996.

G - In connection with the merger of Norfolk, Anicom assumed approximately $2.5
    million of Norfolk's outstanding bank debt. Immediately after the closing of
    this  transaction,  Anicom  retired the  outstanding  bank debt assumed from
    Norfolk. Interest expense has been adjusted to give effect to the retirement
    of this debt as if such transactions had occurred on January 1, 1996.

H - Adjustment of income tax provision to reflect the approximate effective tax
    rate of Anicom on the combined results.

I - Represents extraordinary loss on debt restructuring incurred by Energy prior
    to acquisition  by Anicom.  As this amount is not relevant to the operations
    of the business acquired by Anicom, the amount has been eliminated.


                        CONSENT OF INDEPENDENT CERTIFIED
                               PUBLIC ACCOUNTANTS



     We have  issued our report  dated May 9, 1997  accompanying  the  financial
statements of TW  Communication  Corp.  for the year ended February 28, 1997. We
hereby  consent  to  the  incorporation  by  reference  of  said  report  in the
registration  statements  of Anicom,  Inc.  on Form S-3A  (File Nos.  333-41225,
333-30791, 333-14719) and Form S-8 (File Nos. 333-34357 and 333-10602).




/S/ GRANT THORNTON LLP


Melville, New York
December 10, 1997




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