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 JUNE 30, 1997 Commission File Number 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 June 30, 1997 was
2,617,584.
<PAGE>
<TABLE>
PART I - FINANCIAL INFORMATION
BALANCE SHEETS (UNAUDITED)
MLX CORP.
June 30 December 31
1997 1996
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 36,216 $ 37,927
Prepaid expenses 4 46
-------- --------
TOTAL CURRENT ASSETS 36,220 37,973
EQUIPMENT AND OTHER ASSETS 3 4
TAX ESCROW FUNDS 1,490 1,454
-------- --------
TOTAL ASSETS $ 37,713 $ 39,431
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accrued compensation and benefits $ 147 $ 103
Other accrued liabilities and expenses 301 280
Accrued taxes 262 286
--------- --------
TOTAL CURRENT LIABILITIES 710 669
OTHER LONG-TERM LIABILITIES 2,019 1,998
SHAREHOLDERS' EQUITY
Common stock, $.01 par value -
authorized 38,500,000 shares; 2,618,000 shares outstanding
in 1997 and 1996 26 26
Capital in excess of par value 73,165 73,165
Retained earnings deficit (38,207) (36,427)
-------- --------
TOTAL SHAREHOLDERS' EQUITY 34,984 36,764
-------- --------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 37,713 $ 39,431
======== ========
</TABLE>
Dollars in thousands
See notes to financial statements
<PAGE>
<TABLE>
STATEMENTS OF OPERATIONS (UNAUDITED)
MLX CORP.
For the Six Months Ended
June 30
1997 1996
<S> <C> <C>
NET SALES $ -- $ --
General and administrative expenses (468) (536)
Stock Appreciation Rights compensation (2,225) --
------- -------
OPERATING LOSS (2,693) (536)
Interest income 913 924
------- -------
EARNINGS (LOSS) BEFORE INCOME TAXES (1,780) 388
PROVISION FOR INCOME TAXES:
Federal income taxes due and payable -- (7)
Charge in lieu of federal income taxes -- (132)
------- -------
NET EARNINGS (LOSS) $(1,780) $ 249
======= =======
EARNINGS (LOSS) PER SHARE $ (0.68) $ 0.09
======= =======
AVERAGE OUTSTANDING COMMON SHARES AND DILUTIVE OPTIONS 2,618 2,746
======= =======
</TABLE>
Dollars in thousands, except per share data
See notes to financial statements
<PAGE>
<TABLE>
STATEMENTS OF OPERATIONS (UNAUDITED)
MLX CORP.
For the Quarter Ended
June 30
1997 1996
<S> <C> <C>
NET SALES $ -- $ --
General and administrative expenses (226) (256)
------ ------
OPERATING LOSS (226) (256)
Interest income 454 464
------ ------
EARNINGS BEFORE INCOME TAXES 228 208
PROVISION FOR INCOME TAXES:
Federal income taxes due and payable -- (4)
Charge in lieu of federal income taxes -- (71)
------ ------
NET EARNINGS $ 228 $ 133
====== ======
EARNINGS PER SHARE $ 0.09 $ 0.05
====== ======
AVERAGE OUTSTANDING COMMON SHARES AND DILUTIVE OPTIONS 2,643 2,755
====== ======
</TABLE>
Dollars in thousands, except per share data
See notes to financial statements
<PAGE>
<TABLE>
STATEMENTS OF CASH FLOWS (UNAUDITED)
MLX CORP.
For the Six Months Ended
June 30
1997 1996
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings (loss) $(1,780) $ 249
Adjustments to reconcile net earnings (loss) to net cash (used in)
provided by operating activities:
Charge in lieu of federal income taxes -- 132
Change in operating assets and liabilities:
Prepaid expenses 42 100
Accrued expenses and other 63 71
------- -------
Net cash (used in) provided by operating activities (1,675) 552
------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Increase in escrow funds for warranties and taxes (36) (133)
------- -------
Net cash used in investing activities (36) (133)
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Stock options exercised -- 26
------- -------
Net cash provided by financing activities -- 26
------- -------
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (1,711) 445
Cash and cash equivalents at January 1 37,927 32,903
------- -------
CASH AND CASH EQUIVALENTS AT JUNE 30 $36,216 $33,348
======= =======
SUPPLEMENTAL CASH FLOW DISCLOSURE:
Federal taxes paid on income $ 2 $ 25
</TABLE>
Dollars in thousands
See notes to financial statements
<PAGE>
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
MLX CORP.
The 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 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, 1996.
In the opinion of the Registrant, the accompanying financial
statements contain all adjustments (consisting of only normal
recurring accruals) necessary to present fairly the financial position
as of June 30, 1997 and December 31, 1996 and the results of
operations for the quarters and six months ended June 30, 1997 and
1996 and cash flows for the six months ended June 30, 1997 and 1996.
Note A - Income Taxes
At January 1, 1997, the Registrant had available net operating loss
carryforwards of approximately $275 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 statement of operations for the quarter
and six months ended June 30, 1996 is not accruable or payable. The
following table illustrates the effect of this pro forma charge on the
Company's earnings and earnings per share for the respective periods
(in thousands, except per share data).
<TABLE>
Quarter Ended June 30 Six months ended June 30
1997 1996 1997 1996
<S> <C> <C> <C> <C>
Net earnings (loss) $ 228 $ 133 $(1,780) $ 249
Charge in lieu of federal income
taxes which is not accruable or payable -- 71 -- 132
----- ----- ------- -----
Total earnings (loss) $ 228 $ 204 $(1,780) $ 381
===== ===== ======= =====
Total earnings (loss) per share $0.09 $0.07 $ (0.68) $0.14
===== ===== ======= =====
</TABLE>
Note B - Stock Appreciation Rights Compensation
On February 12, 1997, the Registrant's Board of Directors approved the
conversion of all the common stock options held by its former Chief
Executive Officer to Stock Appreciation Rights (SARs), and all such
SARs were exercised as of that date. The resulting liability under
this agreement amounted to $2.2 million and was disbursed in February
1997. The compensation expense from this transaction is reported in
the accompanying statement of operations for the six months ended June
30, 1997. After this event, the Company's employees have outstanding
options to purchase 50,000 shares of common stock.
<PAGE>
Note C - Accounting Policy Not Yet Adopted
In February 1997, the Financial Accounting Standards Board issued
Statement No. 128, Earnings per Share, which is required to be adopted
on December 31, 1997. At that time, the Company will be required to
change the method currently used to compute earnings per share and to
restate all prior periods. Under the new requirements for calculating
primary earnings per share, the dilutive effect of stock options will
be excluded. The new standard is not expected to have a material
effect on earnings per share.
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 Registrant only.
Since the divestiture of the S.K. Wellman subsidiary on June 30,
1995, 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. The Company is
actively engaged in pursuing the acquisition of new businesses
where purchase valuations are attractive but no binding agreements
have been entered into 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.
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 (the "Act") and
prepared and submitted an application in 1996 to the Securities and
Exchange Commission (the "Commission") requesting an exemption from
certain provisions of the Act until December 31, 1997. On May 19,
1997, the Commission issued an exemptive order pursuant to Sections
6(c) and 6(e) of the Act, which exempts MLX from all provisions of the
Act except Sections 9, 17(a), 17(d) (modified as described in the
application), 17(e), 17(f) (modified as described in the application),
and 36 through 53, through December 31, 1997. MLX and other persons,
in their transactions and relations with MLX, are subject to such
excepted sections of the Act as if MLX were a registered investment
company under the Act. The implementation of the exemptive order did
not require MLX to change or modify any of its existing practices or
policies.
If MLX has not entered into a binding agreement to acquire an
operating business by December 31, 1997, MLX expects to have to
register under the Act and will thereafter be subject to regulation
thereunder. This action 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 June 30, 1997, the Registrant had
working capital of $35.5 million, consisting principally of cash and
short-term investments of $36.2 million, and estimated short-term
obligations for income taxes, transaction expenses and compensation of
$0.7 million. The Company's short-term investments at June 30, 1997
consisted principally of repurchase arrangements collateralized by
U.S. Treasury and federal agency obligations.
In connection with the sale of Wellman in 1995, the Company funded an
escrow fund amounting to $1.3 million relating to certain estimated
income tax obligations arising from the sale.
The Company's common stock is quoted on the OTC Electronic Bulletin
Board under the trading symbol "MLXR."
The Registrant believes that its current financial resources are
adequate to meet its projected operating needs in 1997.
<PAGE>
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.
<PAGE>
SIGNATURES
Pursuant to the requirements of Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date: August 1, 1997 MLX Corp
(Registrant)
BY: /s/ THOMAS C. WAGGONER
Thomas C. Waggoner
Chief Executive Officer and
President
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
ART 5 FDS FOR 2ND QUARTER 10-Q
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1997
<CASH> 36,216
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 36,220
<PP&E> 3
<DEPRECIATION> 0
<TOTAL-ASSETS> 37,713
<CURRENT-LIABILITIES> 710
<BONDS> 0
0
0
<COMMON> 26
<OTHER-SE> 34,958
<TOTAL-LIABILITY-AND-EQUITY> 37,713
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 2,693
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (1,780)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,780)
<EPS-PRIMARY> (0.68)
<EPS-DILUTED> (0.68)
</TABLE>
