CONFORMED
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Under Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the Quarter ended Commission File Number
SEPTEMBER 30, 1996 I-4795
MLX CORP.
(Exact name of registrant as specified in its charter)
Georgia 38-0811650
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1000 Center Place, Norcross, Georgia 30093
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (770) 798-0677
Indicate by check mark whether the Registrant (1) has filed all
reports to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or such shorter period
that the Registrant was required to file such reports), and (2) has
been subject to such filing requirement for the past 90 days. Yes XX
No ___
The number of shares outstanding of the Registrant's Common Stock, par
value $.01, as of the close of business on September 30, 1996 was
2,617,584.
<PAGE>
<TABLE>
PART I - FINANCIAL INFORMATION
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
MLX Corp.
September 30 December 31
1996 1995
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents. . $33,466 $32,903
Prepaid expenses . . . . . . 41 103
Escrow funds . . . . . . . . 4,267 4,113
Total current assets. . 37,774 37,119
Equipment and other assets. . . 4 5
Tax escrow funds. . . . . . . . 1,436 1,385
Total assets. . . . . . . . . . $39,214 $38,509
</TABLE>
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<PAGE>
<TABLE>
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
MLX Corp.
September 30 December 31
1996 1995
<S> <C> <C>
Liabilities and shareholders' equity
Current liabilities:
Accrued compensation and benefits. . . . . . . . . . . . . $ 73 $ 75
Other accrued liabilities and expenses . . . . . . . . . . 393 310
Accrued taxes. . . . . . . . . . . . . . . . . . . . . . . 280 289
Total current liabilities . . . . . . . . . . . . 746 674
Other long-term liabilities. . . . . . . . . . . . . . . . . . . . 1,987 1,957
Shareholders' equity:
Common stock, $.01 par value -
authorized 38,500,000 shares; 2,618,000 shares
outstanding (2,607,000 shares in 1995). . . . . . 26 26
Capital in excess of par value . . . . . . . . . . . . . . 73,067 72,841
Retained earnings deficit. . . . . . . . . . . . . . . . . (36,612) (36,989)
Total shareholders' equity. . . . . . . . . . . . 36,481 35,878
Total liabilities and shareholders' equity . . . . . . . . . . . . $ 39,214 $ 38,509
</TABLE>
Dollars in thousands
See notes to consolidated financial statements
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<PAGE>
<TABLE>
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
MLX Corp.
For the Nine Months Ended
September 30
1996 1995
<S> <C> <C>
Net sales. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ -- $ --
General and administrative expenses. . . . . . . . . . . . . . . . . . . . . (806) (740)
Operating loss from continuing operations. . . . . . . . . . . . . . . . . . . . . . (806) (740)
Interest income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,396 561
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- (115)
Earnings (loss) before income taxes, discontinued operations and
extraordinary item. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 590 (294)
Provision for income taxes:
Federal income taxes due and payable . . . . . . . . . . . . . . . . . . . . (12) (9)
(Charge in lieu of federal income taxes) federal income tax benefit. . . . . (201) 100
Earnings (loss) from continuing operations before extraordinary item . . . . . . . . 377 (203)
Discontinued operations:
Earnings from operations (net of income tax of $1,928) . . . . . . . . . . . -- 2,507
Gain on disposal of business (net of income tax of $13,311). . . . . . . . . -- 18,086
Earnings from discontinued operations. . . . . . . . . . . . . . . . . . . . . . . . -- 20,593
Extraordinary gain on early retirement of debt (net of income tax of $140) . . . . . -- 272
Net earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 377 20,662
Dividends and accretion on preferred stock . . . . . . . . . . . . . . . . . -- (652)
Earnings applicable to common stock. . . . . . . . . . . . . . . . . . . . . . . . . $ 377 $20,010
Earnings per share:
Earnings (loss) from continuing operations
(net of dividends and accretion on preferred stock) . . . . . . . . . . . . $ 0.14 $ (0.32)
Discontinued operations:
Earnings from operations. . . . . . . . . . . . . . . . . . . . . . . . . . -- 0.94
Gain on disposal of business. . . . . . . . . . . . . . . . . . . . . . . . -- 6.80
Extraordinary gain on early retirement of debt . . . . . . . . . . . . . . . -- 0.10
Earnings applicable to common stock . . . . . . . . . . . . . . . . . . . . . $ 0.14 $ 7.52
Average outstanding common shares and dilutive options. . . . . . . . . . . . . . . . 2,751 2,659
</TABLE>
In thousands, except per share data
See notes to consolidated financial statements
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<PAGE>
<TABLE>
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
MLX Corp.
For the Quarter Ended
September 30
1996 1995
<S> <C> <C>
Net sales. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ -- $ --
General and administrative expenses. . . . . . . . . . . . . . . . (270) (277)
Operating loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (270) (277)
Interest income. . . . . . . . . . . . . . . . . . . . . . . . . . 472 543
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . -- --
Earnings before income taxes . . . . . . . . . . . . . . . . . . . . . . . 202 266
Provision for income taxes:
Federal income taxes due and payable . . . . . . . . . . . . . . . (5) (9)
Charge in lieu of federal income taxes . . . . . . . . . . . . . . (69) (90)
Net earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 128 $ 167
Earnings per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 0.05 $ 0.06
Average outstanding common shares and dilutive options. . . . . . . . . . . 2,761 2,717
</TABLE>
In thousands, except per share data
See notes to consolidated financial statements
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<PAGE>
<TABLE>
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
MLX Corp.
For the Nine Months Ended
September 30
1996 1995
<S> <C> <C>
Cash flows from operating activities:
Earnings from continuing operations (including extraordinary
gain on early retirement of debt). . . . . . . . . . . . . . . . . . . . . . . . . $ 377 $ 69
Adjustments to reconcile earnings from continuing operations
to net cash provided by (used in) operating activities from continuing operations:
Extraordinary gain on early retirement of debt . . . . . . . . . . . . . . . . . -- (412)
Charge in lieu of federal income taxes . . . . . . . . . . . . . . . . . . . . . 201 40
Change in operating assets and liabilities of continuing operations:
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62 (270)
Accrued expenses and other . . . . . . . . . . . . . . . . . . . . . . . . . 103 (1,468)
Net cash provided by (used in) operating activities from continuing operations. . . . 743 (2,041)
Net cash provided by operating activities from discontinued operations. . . . . . . . -- 3,875
Net cash provided by operating activities. . . . . . . . . . . . . . . . . . . . . . . . 743 1,834
Cash flows from investing activities:
Proceeds from sale of S.K. Wellman . . . . . . . . . . . . . . . . . . . . . . . . . -- 49,177
Redemption of Series A Preferred Stock. . . . . . . . . . . . . . . . . . . . . . . . -- (7,920)
Increase in escrow funds for warranties and taxes . . . . . . . . . . . . . . . . . . (205) (5,424)
Investing cash flows from discontinued operations . . . . . . . . . . . . . . . . . . -- (1,437)
Net cash (used in) provided by investing activities. . . . . . . . . . . . . . . . . . . (205) 34,396
Cash flows from financing activities:
Payments of dividends on Series A Preferred Stock. . . . . . . . . . . . . . . . . . . -- (747)
Repayment of debt. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- (2,076)
Stock options exercised. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 177
Financing cash flows from discontinued operations. . . . . . . . . . . . . . . . . . . -- (1,740)
Net cash provided by (used in) financing activities. . . . . . . . . . . . . . . . . . . 25 (4,386)
Net increase in cash and cash equivalents. . . . . . . . . . . . . . . . . . . . . . . . 563 31,844
Cash and cash equivalents on January 1 . . . . . . . . . . . . . . . . . . . . . . . . . 32,903 1,087
Cash and cash equivalents on September 30. . . . . . . . . . . . . . . . . . . . . . . . $33,466 $ 32,931
Supplemental cash flow disclosure:
Federal taxes paid on income . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 32 $ 1,216
Interest paid on debt obligations . . . . . . . . . . . . . . . . . . . . . . . . . . $ -- $ 817
</TABLE>
Dollars in thousands
See notes to consolidated financial statements
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<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
MLX Corp.
The Consolidated Financial Statements have been prepared by the
Registrant without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote
disclosures normally included in consolidated financial statements
prepared in accordance with generally accepted accounting principles
have been omitted pursuant to those rules and regulations. These
financial statements should be read in conjunction with the
Consolidated Financial Statements and notes thereto included in the
Registrant's Annual Report on Form 10-K for the year ended December
31, 1995.
In the opinion of the Registrant, the accompanying Consolidated
Financial Statements contain all adjustments (consisting of only
normal recurring accruals) necessary to present fairly the financial
position as of September 30, 1996 and December 31, 1995 and the
results of operations for the quarters and nine months ended September
30, 1996 and 1995 and cash flows for the nine months ended September
30, 1996 and 1995.
Note A - Income Taxes
At January 1, 1996, the Registrant had available net operating loss
carry forwards of approximately $299 million which are available to
offset future taxable income for federal income tax purposes.
Accordingly, the Company has a federal tax liability only for
Alternative Minimum Tax amounts and the charge in lieu of federal
income taxes included in the statements of income for the quarters and
nine months ended September 30, 1996 and 1995 is not accruable or
payable. The following table illustrates the effect of this pro forma
charge on the Company's earnings applicable to common stock and
earnings per share for the respective periods (in thousands, except
per share data).
<TABLE>
Quarter Ended September 30 Nine Months Ended September 30
1996 1995 1996 1995
<S> <C> <C>
Earnings applicable to common
shareholders. . . . . . . . . . . . . . . $ 128 $ 167 $ 377 $20,010
Charge in lieu of federal income
taxes which is not accruable or payable . 69 90 201 11,243
Total earnings applicable to common stock . . . $ 197 $ 257 $ 578 $31,253
Total earnings per share. . . . . . . . . . . . $0.07 $0.09 $0.21 $ 11.75
</TABLE>
Note B - Sale of S.K. Wellman Subsidiary
On June 30, 1995, the Company completed the sale of its S.K. Wellman
subsidiary for a purchase price of $60 million which included certain
amounts related to the repayment or assumption of debt and capital
leases by the purchaser. The cash proceeds received by the Company
pursuant to the transaction, less purchase price adjustments and
estimated expenses, amounted to $48.9 million.
In connection with the sale of the S.K. Wellman subsidiary, the
Company repaid its principal and interest obligations under the
Subordinated Variable Rate Notes and Zero Coupon Bonds and redeemed
its Series A Preferred Stock along with unpaid dividends. The net
proceeds to the Company from the transaction after such repayments
were $38.5 million.
A portion of these proceeds was used by the Company to fund an escrow
account of $4 million to partially collateralize its indemnification
obligations in the purchase and sale agreement. This escrow fund was
disbursed to the Company on October 1, 1996 and accordingly has been
classified as a current asset. The Company's maximum liability under
the indemnification provisions in the agreement is $5 million. An
additional escrow fund amounting to $1,250,000 was established at June
30, 1995 (and adjusted to $1,347,000 in August 1995) relating to
certain estimated income tax obligations arising from the sale and has
been classified as a long-term asset. Other long-term liabilities
include taxes related to this escrow fund which are estimated to be
due after one year.
The transaction resulted in a gain of $31.4 million which was reported
in the second quarter of 1995. Income taxes were provided for this
gain as follows (in thousands):
<TABLE>
<S> <C>
Federal and state income taxes due and payable. . . . . . $ 3,291
Pro-forma charge in lieu of federal income taxes. . . . . 10,020
$13,311
</TABLE>
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<PAGE>
The operating results of the discontinued S.K. Wellman operations
included in the Company's Consolidated Statement of Income for the
nine months ended September 30, 1995 were as follows (in thousands):
<TABLE>
<S> <C>
Net sales. . . . . . . . . . . . . . . . . . . . . . . $34,916
Income from operations before taxes. . . . . . . . . . $ 4,435
Income taxes . . . . . . . . . . . . . . . . . . . . . 1,928
Income from discontinued operations. . . . . . . . . . $ 2,507
</TABLE>
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Basis of Discussion: The accompanying financial statements report the
financial condition and results of operations of the S.K. Wellman
subsidiary as a discontinued operation. Accordingly, the results of
operations of Wellman for the nine months ended September 30, 1995
are excluded from earnings/(loss) from operations.
The discussion below addresses the operations and financial condition
of the Registrant only. After the disposal of Wellman, the Registrant
has no recurring revenues or operating subsidiaries. In the
short-term, the Company has invested the proceeds of the Wellman
transaction in short-term repurchase instruments managed by selected
commercial banks. Since the divestiture of Wellman, the Company has
been actively engaged in pursuing the acquisition of new businesses
where purchase valuations are attractive but no binding agreements
have been entered into providing for any such acquisitions.
Operations: The general and administrative expenses of the Registrant
are incurred for acquisition search, compensation, occupancy,
shareholder costs (such as printing, distribution and stock transfer
fees) and legal and professional matters.
In connection with the sale of S.K. Wellman on June 30, 1995, the
Company repaid its principal and interest obligations under the
Variable Rate Subordinated Notes and Zero Coupon Bonds and redeemed
its Series A Preferred Stock along with unpaid dividends resulting in
no interest expense or preferred dividends in the quarter and nine
months ended September 30, 1996.
The Company considers its business to be that of seeking to acquire an
operating business that meets its financial acquisition criteria.
Accordingly, the Company believes that it is not an investment company
as defined by the Investment Company Act of 1940. This belief has
been supported in part by the Company's compliance with the safe
harbor provisions of Rule 3a-2 under the Investment Company Act,
compliance with which effectively excepted the Company from the
definition of investment company for a one year period ended June 30,
1996. Given the termination of this safe harbor period, the Company's
inability to control the timing of any acquisition and the uncertainty
of the Company's status under the Investment Company Act, the Company
has prepared and submitted an application to the Securities and
Exchange Commission requesting an exemption from most substantive
provisions of the Investment Company Act until June 30, 1997. If
such application is denied and/or the Company is otherwise deemed to
be an investment company, the Company would be required to register
under that Investment Company Act and would thereafter be subject to
regulation thereunder, which would add complexity to the Company's
pursuit of its acquisition strategy, add to the administrative
expenses of the Company and fundamentally alter the presentation of
the Company's financial statements.
Liquidity and Capital Resources: At September 30, 1996, the
Registrant had working capital of $37.0 million, consisting
principally of cash and short-term investments of $33.5 million,
escrow funds totaling $4.3 million and estimated short-term
obligations for income taxes, transaction expenses and compensation of
$0.8 million. The Company's short-term investments at September 30,
1996 consisted principally of repurchase arrangements collateralized
by U.S. Treasury and federal agency obligations.
Interest income for the quarter ended September 30, 1996 was less than
interest income for the comparable quarter in 1995 due to lower rates
on the Company's investments. Interest income for the nine months
ended September 30, 1996 exceeded interest income for the nine months
ended September 30, 1995 because the 1995 period includes two quarters
which preceded the sale of Wellman and the availability of the cash
proceeds from that sale.
In connection with the sale of Wellman, the Company funded an escrow
fund with a cash payment of $4 million to partially collateralize the
indemnification obligations of the Registrant in the purchase and sale
agreement. The Company's maximum liability under such indemnity
provisions is $5 million. On October 1, 1996, the escrow fund balance
of $4.3 million was disbursed to MLX. An additional escrow fund
amounting to $1,250,000 was established at June 30, 1995 (adjusted to
$1,347,000 in August 1995) relating to certain estimated income tax
obligations arising from the sale.
- 8 -
<PAGE>
The Company was advised by NASDAQ on February 5, 1996 that it failed
to comply with Section 3(a)3 of Schedule D of the NASD By-Laws by not
having an operating business activity. A temporary exception was
granted on that date permitting the Registrant's common shares to
remain listed on the NASDAQ National Market until June 30, 1996. On
July 2, 1996, the Registrant's shares were delisted and accepted for
quotation on the OTC Bulletin Board.
The Registrant believes that its current financial resources are
adequate to meet its projected operating needs in 1996.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Changes in Securities
None.
Item 3. Default Upon Senior Securities
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) Exhibit 27* - Financial Data Schedule
(b) Reports on Form 8-K:
None
*Filed with this report.
- 9 -
<PAGE>
SIGNATURES
Pursuant to the requirements of Securities Exchange Act of 1934, the
Registrant has duly caused the Report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date: November 1, 1996 MLX Corp
BY: /s/THOMAS C. WAGGONER
Thomas C. Waggoner
Chief Executive Officer
and President
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<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> SEP-30-1996
<CASH> 33,466
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 37,774
<PP&E> 4
<DEPRECIATION> 0
<TOTAL-ASSETS> 39,214
<CURRENT-LIABILITIES> 746
<BONDS> 0
0
0
<COMMON> 26
<OTHER-SE> 36,455
<TOTAL-LIABILITY-AND-EQUITY> 36,481
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 806
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 590
<INCOME-TAX> 313
<INCOME-CONTINUING> 377
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 377
<EPS-PRIMARY> 0.14
<EPS-DILUTED> 0.14
</TABLE>
