Quarterly Report
Delaware 36-3601505
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes X No ___________
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
Class Outstanding at 12/14/01
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Common Stock, $.01 Par Value 44,120,083
Page
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PART I FINANCIAL INFORMATION
Item 1 Financial Statements................................................................. 3
Review Report of Independent Public Accountants for
the Three Months Ended October 31, 2001 and 2000..................................... 4
Condensed Consolidated Statements of
Income - Unaudited for the Three Months Ended
October 31, 2001 and 2000............................................................ 5
Condensed Consolidated Balance Sheets
as of October 31, 2001 (Unaudited) and July 31, 2001................................. 6
Condensed Consolidated Statements of
Cash Flows - Unaudited for the Three Months
Ended October 31, 2001 and 2000...................................................... 7
Notes to Condensed Consolidated
Financial Statements -Unaudited...................................................... 8
Item 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations.................................................. 11
PART II OTHER INFORMATION
Item 1 Legal Proceedings.................................................................... 14
Item 2 Changes in Securities................................................................ 14
Item 3 Defaults upon Senior Securities...................................................... 14
Item 4 Submission of Matters to a Vote of Security Holders.................................. 14
Item 5 Other Information.................................................................... 14
Item 6 Exhibits and Reports on Form 8-K..................................................... 14
Signatures..................................................................................... 15
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In the opinion of Cable Design Technologies Corporation's (the "Company")
management, the unaudited condensed consolidated financial statements included
in this filing on Form 10-Q reflect all adjustments which are considered
necessary for a fair presentation of financial information for the periods
presented.
REVIEW BY INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen LLP has made a review, based upon procedures adopted by the
American Institute of Certified Public Accountants, of the unaudited condensed
consolidated financial statements as of and for the three month periods ended
October 31, 2001 and 2000, contained in this report. As stated on page 4,
Arthur Andersen LLP did not audit and accordingly does not express an opinion on
the unaudited consolidated financial statements; however as a result of such
review, they are not aware of any material modifications that should be made to
the financial statements referred to above for them to be in conformity with
accounting principles generally accepted in the United States.
To the Board of Directors and Stockholders of Cable Design Technologies
Corporation:
We have reviewed the accompanying condensed consolidated balance sheet of Cable
Design Technologies Corporation (a Delaware corporation) and Subsidiaries as of
October 31, 2001, and the related condensed consolidated statements of income
and cash flows for the three month periods ended October 31, 2001 and 2000.
These financial statements are the responsibility of the Company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with auditing standards generally accepted in the United States, the objective
of which is the expression of an opinion regarding the financial statements
taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the financial statements referred to above for them to be in
conformity with accounting principles generally accepted in the United States.
We have previously audited, in accordance with auditing standards generally
accepted in the United States, the consolidated balance sheet of Cable Design
Technologies Corporation and Subsidiaries as of July 31, 2001, and, in our
report dated September 26, 2001, we expressed an unqualified opinion on that
statement. In our opinion, the information set forth in the accompanying
condensed consolidated balance sheet as of July 31, 2001, is fairly stated, in
all material respects, in relation to the balance sheet from which it has been
derived.
The accompanying notes are an integral part of these statements.
The accompanying notes are an integral part of these statements.
The accompanying notes are an integral part of these statements.
1. BASIS OF PRESENTATION
The condensed consolidated financial statements presented herein are unaudited.
Certain information and footnote disclosures normally prepared in accordance
with generally accepted accounting principles have been either condensed or
omitted pursuant to the rules and regulations of the Securities and Exchange
Commission. Although the registrant believes that all adjustments necessary for
a fair presentation have been made, interim period results are not necessarily
indicative of the results of operations for a full year. As such, these
financial statements should be read in conjunction with the financial statements
and notes thereto included in the registrant's most recent Form 10-K which was
filed for the fiscal year ended July 31, 2001.
2. SIGNIFICANT ACCOUNTING POLICIES
Amounts billed to customers for shipping and handling costs are included in net
sales in the accompanying statements of income. Shipping and handling costs
incurred by the Company for the delivery of goods to customers are classified as
a component of either cost of sales or selling, general and administrative
expenses ("SG&A"), depending on the specific operating unit. Shipping and
handling costs included in SG&A were $2.0 million and $2.7 million for the three
months ended October 31, 2001 and 2000, respectively.
3. INVENTORIES
Inventories of the Company consist of the following:
Basic earnings per common share are computed based on the weighted average
common shares outstanding. Diluted earnings per common share are computed based
on the weighted average common shares outstanding plus additional shares assumed
to be outstanding to reflect the dilutive effect of common stock equivalents.
The following table sets forth the computation of basic and diluted earnings per
share:
Options to purchase 2,039,051 and 11,250 shares of common stock were outstanding
during the three month periods ended October 31, 2001 and 2000, respectively,
but were not included in the computation of diluted earnings per common share as
the options' exercise prices were greater than the average market price of the
common stock for the respective periods.
5. INDUSTRY SEGMENT INFORMATION
The Company's operations are organized into two business segments: the Network
Communication segment and the Specialty Electronic segment. Network
Communication encompasses connectivity products used within computer networks
and communication infrastructures for the electronic transmission of data,
voice, and multimedia. Products included in this segment are high performance
network cable, fiber optic cable and passive components, including connectors,
wiring racks and panels, and interconnecting hardware for end-to-end network
structured wiring systems, and communication cable products for local loop,
central office, wireless and other applications. The Specialty Electronic
segment encompasses electronic cable products for automation and process control
applications as well as specialized wire and cable products for niche markets,
including commercial aviation and automotive electronics.
The Company evaluates segment performance based on operating profit excluding
net nonrecurring items, after allocation of Corporate expenses. Nonrecurring
charges of $1.3 million were incurred in the three months ended October 31,
2001, representing severance costs associated with a workforce reduction as well
as costs incurred as a result of the closing of a facility. Of the total
nonrecurring charge, approximately $1.2 million was associated with operations
in the Network Communication segment.
6. OTHER COMPREHENSIVE INCOME
Comprehensive income is defined as all changes in stockholders' equity during a
period except those resulting from investment by or distribution to
stockholders. The Company's comprehensive income differs from net income due to
foreign currency translation adjustments. Comprehensive income was $1.0 million
and $11.0 million for the three months ended October 31, 2001 and 2000,
respectively.
7. SUBSEQUENT EVENT
In December 2001, the Company purchased 83.6% of the outstanding stock of
Kabelovna Decin-Podmokly, a.s., based in the Czech Republic, a manufacturer of
communication, fiber optic, medical, signal and control cable and cable
harnesses with annual revenues of approximately $45 million.
8. RECLASSIFICATIONS
Certain reclassifications have been made to the prior year statements to conform
with the current year presentation.
Cable Design Technologies is a leading manufacturer of technologically advanced
connectivity products for the Network Communication and Specialty Electronic
marketplaces. Network Communication encompasses connectivity products used
within computer networks and communication infrastructures for the electronic
transmission of data, voice and multimedia. Products included in this segment
are high bandwidth network and interconnect cables, fiber optic cable and
passive components, including connectors, wiring racks and panels, and
interconnecting hardware for end-to-end network structured wiring systems, and
communication cable products for local loop, central office, wireless and other
applications. The Specialty Electronic segment encompasses electronic cable
products for automation and process control applications as well as specialized
wire and cable products for niche markets, including commercial aviation and
automotive electronics.
This discussion and analysis of the Company's financial condition and results of
operations should be read in conjunction with the Company's unaudited condensed
consolidated financial statements and the notes thereto.
Results of Operations
Sales for the three months ended October 31, 2001 ("first quarter 2002") were
$142.0 million, a decrease of 34% compared to the three months ended October 31,
2000 ("first quarter 2001"). The decrease in sales was primarily due to the
slowdown in the U.S. economy and in the telecommunication marketplace that began
in the second half of the Company's 2001 fiscal year. Sales for the Network
Communication segment were $87.9 million, a decline of 39% over the same period
last year, and represented 62% of total revenue. Sales for the Specialty
Electronic segment declined 23%, to $54.1 million for the first quarter 2002.
The gross margin for the first quarter 2002 was 26.6% compared to 29.9% for the
first quarter 2001. The reduction in gross margin was primarily due to volume
inefficiencies. Selling, general and administrative expenses ("SG&A") for the
first quarter 2002 decreased 14% to $28.6 million compared to $33.3 million for
the same period last year, primarily due to lower sales volume related expenses
and reduced employee costs. Excluding nonrecurring charges, net income for the
first quarter 2002 was $3.6 million ($0.08 per diluted share) compared to net
income of $16.2 million ($0.36 per diluted share) for the first quarter 2001.
Reported net income for the first quarter 2002 was $2.8 million ($0.06 per
diluted share). Despite the challenging economic conditions, during the first
quarter 2002 the Company reduced debt by $9.0 million and improved its net debt
to total capitalization ratio to 24% compared to 28% a year ago.
Three Months Ended October 31, 2001 Compared to
Three Months Ended October 31, 2000
Sales for the first quarter 2002 were $142.0 million compared to $214.7 million
for the first quarter 2001, a decrease of 34%. Network Communication segment
sales decreased $57.0 million, or 39%, to $87.9 million for the first quarter
2002 compared to $144.9 million for the first quarter 2001, and Specialty
Electronic segment sales declined $15.7 million, or 23%, to $54.1 million for
the first quarter 2002 compared to $69.8 million for the first quarter 2001.
The year over year decrease in sales for the Network Communication segment was
primarily due to the slowdown in the network and telecommunication marketplaces
which began in the second half of the Company's 2001 fiscal year. Sales of
cable products for the telecommunication equipment market continue to be
affected by very low demand, with sales of central office, computer interconnect
products (primarily for telecom switching applications), single mode fiber optic
cable and wireless products decreasing 62%, 72%, 73%, and 72%, respectively,
over the first quarter 2001. For network cable products, a 4% increase in sales
of the higher performance gigabit cables was more than offset by a decrease of
55% in sales of the lower performance rated Category 5 cable. The decrease in
sales for the Specialty Electronic segment was primarily due to lower sales of
industrial cables, which the Company believes reflects lower demand from
electronic equipment manufacturers in response to the economic slowdown. Sales
outside of North America were $35.5 million for the first quarter 2002, a
decrease of 23% compared to sales of $46.2 million for the first quarter 2001.
The decline in sales outside of North America was primarily due to lower sales
of telecommunication related products in Europe, however the Company did
experience growth in sales of network products in Southeast Asia as the Company
continues to focus on expanding its presence in this region.
The gross margin for the first quarter 2002 was 26.6% compared to 29.9% for the
first quarter 2001. The change in the gross margin was due to a lower margin
for both the Network Communication and Specialty Electronic segments, caused
primarily by volume inefficiencies resulting from the greater absorption of
manufacturing expenses due to the lower production levels. The gross margin was
also negatively impacted by competitive pricing for certain products.
SG&A for the first quarter 2002 was $28.6 million, a decrease of $5.4 million
over the same period last year, excluding the SG&A
Nonrecurring charges of $1.3 million ($0.8 million net of tax) were incurred
during the first quarter 2002 representing severance costs associated with
workforce reductions at certain operations as well as costs incurred as a result
of the closing of the Company's wireless assembly facility. Costs resulting
from the facility closure primarily represented the write-off of inventory
applicable to terminated customer contracts.
Interest expense decreased $0.8 million to $1.6 million for the first quarter
2002 compared to $2.4 million for the first quarter 2001, due to both the lower
average balance of debt outstanding as well as lower interest rates on the
Company's variable interest debt. The effective tax rate was 39.9% for the
first quarter 2002 compared to 39.0% for the same period last year.
Excluding the nonrecurring expense, net income for the first quarter 2002
decreased $12.6 million, or 78%, to $3.6 million ($0.08 per diluted share)
compared to net income of $16.2 million ($0.36 per diluted share) for the first
quarter 2001. Net income as reported for the first quarter 2002 was $2.8
million ($0.06 per diluted share).
Financial Condition
Liquidity and Capital Resources
The Company generated $22.1 million of net cash from operating activities during
the first quarter 2002. Operating working capital decreased $12.6 million,
excluding the changes resulting from the initial recording of the working
capital of an acquired business. The change in operating working capital was
primarily the result of a decrease in accounts receivable of $16.5 million which
was partially offset by a decrease in accrued liabilities of $7.2 million. The
change in operating working capital excludes changes in cash and cash
equivalents and current maturities of long-term debt.
Cash used by investing activities of $16.3 million included $6.1 million of
capital expenditures and $10.2 million for the acquisition of a business. Net
cash used by financing activities of $8.5 million included $9.0 million used to
reduce outstanding debt partially offset by $0.5 million received from the
exercise of stock options and issuance of common stock pursuant to the Company's
employee stock purchase plan.
The Company's primary bank credit agreement (the "Credit Agreement") is
comprised of a $121.3 million U.S. revolving facility, including a $50.0 million
Deutschmark sub-facility, and a CDN $115.0 million Canadian revolving facility.
In addition to the Credit Agreement, the Company has a 364-day, unsecured bank
revolving credit agreement (the "364-day Facility") with a maximum principal
amount of $15.0 million, and a foreign credit facility in the United Kingdom
(the "European Credit Agreement") that provides for up to approximately $10.9
million of borrowings. As of October 31, 2001, the Company had availability of
$85.4 million, $15.0 million and $4.8 million under the Credit Agreement, 364-
day Facility and European Credit Agreement, respectively.
The Company is in the process of refinancing these existing credit facilities
and expects the refinancing to be completed prior to December 31, 2001. The
Company expects to enter into a $200.0 million U.S. revolving facility (the
"U.S. Facility"), including a $50.0 million European sub-facility and a $15.0
million United Kingdom sub-facility, and also into a $65.0 million Canadian
revolving facility (the "Canadian Facility"). The availability under the U.S.
Facility would be reduced by a $65.0 million letter of credit securing the
Canadian Facility. The U.S. and Canadian Facilities would expire January 1,
2005, and borrowings under the Facilities would bear interest at a base rate, as
defined, plus an applicable margin, which for the U.S. Facility would be based
on the attainment of certain performance factors. The initial applicable
interest rate margin for the U.S. Facility, based on the Company's current
leverage ratio, would be 145 basis points, and a 30 basis point facility fee
would be imposed on the maximum facility amount. Fees for letters of credit
issued under the U.S. Facility would be charged at the applicable interest rate
margin. Borrowings under the Canadian Facility would bear interest at the
Canadian Banker's Acceptance rate, plus an applicable margin of 30 basis points.
A facility fee of 15 basis points would be charged under the Canadian Facility.
The U.S. and Canadian Facilities would contain customary financial and non-
financial covenants.
Based on an analysis of current expectations for its business, management
believes that the Company's cash flow from operations and the available portion
of its credit facilities, as well as the Company's anticipated refinancing of
such credit facilities, will provide it with sufficient liquidity to meet its
current liquidity needs.
The cost of copper in inventories, including finished goods, reflects purchases
over various periods of time ranging from one to several months for each of the
Company's operations. For certain communication cable products, profitability
is generally not significantly affected by volatility of copper prices as
selling prices are generally adjusted for changes in the market price of copper,
however, differences in the timing of selling price adjustments do occur and may
impact near term results. For other products, although selling prices are not
generally adjusted to directly reflect changes in copper prices, the relief of
copper costs from inventory for those operations having longer inventory cycles
may affect profitability from one period to the next following periods of
significant movement in the cost of copper. The Company does not engage in
activities to hedge the underlying value of its copper inventory.
New Accounting Standards
The Financial Accounting Standards Board ("FASB") issued Statement of Financial
Accounting Standards No. 142, Goodwill and Other Intangible Assets ("SFAS 142")
in June 2001. Under SFAS 142, goodwill and intangible assets with indefinite
lives are no longer amortized but are reviewed annually (or more frequently if
impairment indicators arise) for impairment. Separable intangible assets that
are not deemed to have indefinite lives will continue to be amortized over their
useful lives (but with no maximum life). The amortization provisions of SFAS
142 apply to goodwill and intangible assets acquired after June 30, 2001. With
respect to goodwill and intangible assets acquired prior to July 1, 2001, the
Company is required to adopt SFAS 142 effective August 1, 2002, and has not yet
determined the impact of adoption. Also in June 2001, the FASB issued Statement
of Financial Accounting Standards No. 143, Accounting for Asset Retirement
Obligations ("SFAS 143"). SFAS 143 addresses financial accounting and reporting
for obligations associated with the retirement of tangible long-lived assets.
The Company is required to adopt SFAS 143 August 1,2002 and has not yet
determined the impact, if any, of adoption. In August 2001, the FASB issued
Statement of Financial Accounting Standards No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets ("SFAS 144"). SFAS 144 supercedes
SFAS 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of, and provides further guidance regarding the accounting
and disclosure of long-lived assets. The Company is required to adopt SFAS 144
effective August 1, 2002, and has not yet determined the impact, if any, of
adoption.
Forward-Looking Statements -- Under the Private Securities Litigation Act of
1995
Certain statements in this quarterly report are forward-looking statements,
including, without limitation, statements regarding future financial results and
performance, and the Company's or management's beliefs, expectations or
opinions. These statements are subject to various risks and uncertainties, many
of which are outside the control of the Company, including the level of market
demand for the Company's products, competitive pressures, the ability to achieve
reductions in operating costs and to continue to integrate acquisitions, the
ability to refinance the Company's credit facilities, the ability to remain in
compliance with financial and other covenants contained in the Company's credit
facilities, price fluctuations of raw materials and the potential unavailability
thereof, foreign currency fluctuations, technological obsolescence,
environmental matters and other specific factors discussed in the Company's
Annual Report on Form 10-K for the year ended July 31, 2001, and other
Securities and Exchange Commission filings. The information contained herein
represents management's best judgment as of the date hereof based on information
currently available; however, the Company does not intend to update this
information to reflect developments or information obtained after the date
hereof and disclaims any legal obligation to the contrary.
Pittsburgh, Pennsylvania, /s/ Arthur Andersen LLP
November 29, 2001
4
Three Months Ended
October 31,
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2001 2000
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Net sales $ 141,956 $ 214,726
Cost of sales 104,172 150,455
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Gross profit 37,784 64,271
Selling, general and administrative expenses 28,581 33,250
Amortization of goodwill 515 602
Research and development expenses 1,205 1,250
Nonrecurring expense 1,339 -
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Income from operations 6,144 29,169
Interest expense, net 1,596 2,394
Other (income) expense, net (162) 208
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Income before income taxes 4,710 26,567
Income tax provision 1,880 10,358
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Net income $ 2,830 $ 16,209
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Basic earnings per common share $ 0.06 $ 0.37
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Diluted earnings per common share $ 0.06 $ 0.36
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Weighted average common shares outstanding 44,042,776 43,662,733
=========== ===========
Weighted average common and common equivalent
shares outstanding 44,644,194 45,276,626
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As of As of
October 31, July 31,
2001 2001
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(unaudited)
ASSETS
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Current Assets:
Cash and cash equivalents $ 11,866 $ 14,625
Trade accounts receivable, net of allowance for uncollectible accounts of $6,417 and
$6,361, respectively 83,651 99,238
Inventories 156,799 158,415
Other current assets 26,265 25,801
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Total current assets 278,581 298,079
Property, plant and equipment, net 223,095 218,993
Goodwill, net 60,814 59,001
Other assets, net 10,169 8,323
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Total assets $ 572,659 $584,396
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LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current liabilities:
Notes payable to banks $ 6,907 $ 5,354
Current maturities of long-term debt 2,538 118,902
Other current liabilities 71,612 75,303
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Total current liabilities 81,057 199,559
Long-term debt, excluding current maturities 110,575 5,413
Other non-current liabilities 38,432 38,499
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Total liabilities 230,064 243,471
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Stockholders' Equity:
Preferred stock, par value $.01 per share -
authorized 1,000,000 shares, no shares issued --- ---
Common stock, par value $.01 per share -
authorized 100,000,000 shares, 47,719,674
and 47,672,133 shares issued, respectively 477 477
Paid in capital 198,688 198,056
Common stock issuable, 24,497 and 28,000 shares, respectively 266 358
Retained earnings 209,294 206,464
Treasury stock, at cost, 3,647,338 and 3,652,138 shares, respectively (45,658) (45,719)
Deferred compensation (570) (600)
Accumulated other comprehensive deficit (19,902) (18,111)
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Total stockholders' equity 342,595 340,925
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Total liabilities and stockholders' equity $ 572,659 $584,396
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Three Months Ended
October 31,
-------------------
2001 2000
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NET CASH PROVIDED BY OPERATING ACTIVITIES $ 22,123 $ 24,346
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment, net (6,139) (14,042)
Acquisition of businesses, including transaction costs,
net of cash acquired (10,196) -
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Net cash used by investing activities (16,335) (14,042)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net change in revolving note borrowings (8,867) (12,228)
Funds provided by long-term debt 875 612
Funds used to reduce long-term debt (997) (1,137)
Common stock issued or issuable 312 415
Net proceeds from exercise of stock options 158 1,989
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Net cash used by financing activities (8,519) (10,349)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH
EQUIVALENTS (28) (478)
-------- --------
Net decrease in cash (2,759) (523)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 14,625 16,454
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CASH AND CASH EQUIVALENTS, END OF PERIOD $ 11,866 $ 15,931
======== ========
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest $ 1,684 $ 2,523
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Income taxes $ 1,833 $ 3,396
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October 31, July 31,
2001 2001
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(In thousands)
Raw materials $ 40,474 $ 40,959
Work-in-process 28,164 29,095
Finished goods 88,161 88,361
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$156,799 $158,415
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4. EARNINGS PER SHARE
Three Months Ended
October 31,
-------------------------------
2001 2000
-------------------------------
(In thousands, except share
and per share data)
Net income $ 2,830 $ 16,209
----------- -----------
Basic earnings per common share:
Weighted average common shares outstanding 44,042,776 43,662,733
Basic earnings per common share $ 0.06 $ 0.37
=========== ===========
Diluted earnings per common share:
Weighted average common shares outstanding 44,042,776 43,662,733
Effect of dilutive stock options and grants 601,418 1,613,893
----------- -----------
Weighted average common and common equivalent shares outstanding 44,644,194 45,276,626
Diluted earnings per common share $ 0.06 $ 0.36
=========== ===========
The Company has no inter-segment revenues. Summarized financial information for
the Company's business segments is as follows:
Network Specialty
Communication Electronic
Segment Segment Total
------------- ---------- ---------
Three Months Ended October 31, (In thousands)
Sales:
2001 $ 87,874 $54,082 $141,956
2000 $144,894 $69,832 $214,726
Segment Operating Profit:
2001 $ 1,743 $ 5,740 $ 7,483
2000 $ 17,990 $11,179 $ 29,169
of acquired businesses. The decrease in SG&A was primarily due to lower sales
volume related expenses, as well as reduced employee costs resulting in part
from the Company's efforts to reduce expenses in response to the current
economic conditions. Excluding acquisitions, SG&A as a percentage of sales for
the first quarter 2002 was 19.8% compared to 15.5% for the first quarter 2001.
The increase in SG&A as a percentage of sales was primarily due to the lower
sales volume.
Fluctuation in Copper Price
None.
None.
None.
None.
None.
(a) Exhibits:
15.1 Letter of Arthur Andersen LLP regarding unaudited interim
financial statement information.
(b) Reports on Form 8-K:
None.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
/s/ Ferdinand C. Kuznik
-------------------------------
December 17, 2001 Ferdinand C. Kuznik
Chief Executive Officer
/s/ Kenneth O. Hale
-------------------------------
December 17, 2001 Kenneth O. Hale
Vice President and Chief Financial Officer
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November 29, 2001
To the Stockholders and Board of Directors of Cable Design Technologies Corporation:
We are aware that Cable Design Technologies Corporation has incorporated by reference in its Registration Statements on Form S-3 (Registration No. 333- 00554); Form S-8 (Registration No. 333-80229); Form S-8 (Registration No. 333- 76351); Form S-8 (Registration No. 33-73272); Form S-8 (Registration No. 33- 78418); Form S-8 (Registration No. 333-2450); Form S-8 (Registration No. 333- 6743); Form S-8 (Registration No. 333-17443); and Form S-8 (Registration No. 333-73790 its Form 10-Q for the quarter ended October 31, 2001, which includes our report dated November 29, 2001, covering the unaudited interim financial information contained therein. Pursuant to Regulation C of the Securities Act of 1933 (the Act), that report is not considered a part of the registration statements prepared or certified by our firm or a report prepared or certified by our firm within the meaning of Sections 7 and 11 of the Act. It should be noted that we have not performed any procedures subsequent to November 29, 2001.
/s/ Arthur Andersen LLP |
End of Filing
