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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year ended April 30, 1996
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Commission File No. 001-11814
TSX CORPORATION
INCORPORATED IN THE STATE OF NEVADA IRS NO. 74-2678034
4849 N. MESA, SUITE 200
EL PASO, TEXAS 79912
(915) 533-4600
Securities Registered Pursuant to Section 12(b) of the Act: None
Securities Registered Pursuant to Section 12(g) of the Act: Common Stock, $0.01
par value
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 by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K.
[ ]
At July 2, 1996, the aggregate market value of common stock held by
non-affiliates of the Registrant was $170,856,359.
15,420,755 shares of common stock were outstanding at July 2, 1996
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's definitive Proxy Statement for the 1996 Annual
Meeting of Stockholders are incorporated by reference into Part III of this
report.
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TABLE OF CONTENTS
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PART I PAGE
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Item 1. Business ......................................................... 1
Item 2. Properties ....................................................... 12
Item 3. Legal Proceedings ................................................ 12
Item 4. Submission of Matters to a Vote of Security Holders .............. 12
PART II
Item 5. Market for the Registrant's Common Equity
and Related Stockholder Matters ................................ 13
Item 6. Selected Financial Data .......................................... 14
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations .................. 14
Item 8. Financial Statements and Supplementary Data ...................... 23
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure ......................... 45
PART III
Item 10. Directors and Executive Officers of the Registrant ............... 45
Item 11. Executive Compensation ........................................... 45
Item 12. Security Ownership of Certain Beneficial Owners and Management ... 45
Item 13. Certain Relationships and Related Transactions ................... 45
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K .. 46
SIGNATURES ................................................................ 52
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(i)
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PART I
ITEM 1. BUSINESS
TSX Corporation (TSX Corporation, its Texscan subsidiary, and subsidiaries and
divisions thereto, hereinafter the "Company" or "TSX"), a Nevada corporation
formed in April 1993, is a holding company formed as part of a reorganization
to create a holding company structure on April 28, 1993 in which Texscan
Corporation ("Texscan"), a Delaware corporation, became the wholly owned
subsidiary of TSX, and the stockholders of Texscan became the stockholders of
TSX, receiving shares and warrants for shares of TSX common stock in exchange
for their shares of Texscan common stock. Except where the context indicates
to the contrary, references to the "Company" or "TSX" herein include TSX, its
predecessor (Texscan and its consolidated subsidiaries) prior to April 28, 1993
and its consolidated subsidiaries (including Texscan) on and after April 28,
1993.
COMPANY OPERATIONS
TSX operates in two industry segments: a) Cable Television Fiber and RF
Distribution Segment - This segment designs and manufactures a broad line of
cable television ("CATV") distribution electronics and related products which
are primarily produced at the Company's plant in Cd. Juarez, Mexico; and b)
Advertising Insertion Segment - This segment designs and manufactures
advertising insertion electronics and character generators at the Company's
facility in Salt Lake City, Utah.
References hereafter relating to markets, technology, effect of legislation,
and other various aspects of the CATV industry are based upon management's best
judgement and belief.
Included in this Form 10-K are "forward-looking" statements based upon the
Company's good faith expectations and beliefs which the Company believes are
reasonable but which may differ materially from actual results, depending upon
the circumstances, and there can be no assurance that the statements of
expectation or belief would result or be achieved or accomplished. Taking into
account the foregoing, the actual results could differ materially from those
expressed in such forward-looking statements as a result of such important
factors as the Company's ability to compete with high-technology competitors
which may be larger, offer more services and possess greater resources; the
effects upon the Company and its customers of changes in United States and
foreign trade and monetary policies, laws and regulations, political and
governmental changes, inflation and exchange rates, taxes and operating
conditions; and the effects of new technological developments in the Company's
rapidly changing, highly competitive technological environment; and the
Company's dependency on a major customer. For further information regarding
such factors, see "Market Conditions," "Competitive Conditions," "Foreign
Markets," "Marketing and Significant Customers," Order Input and Backlog," and
"Source and Availability of Raw Materials and Components" in this Item 1.
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Development of hybrid fiber coax (HFC) networks and transition from analog to
compressed digital technology have had a significant impact on the CATV
distribution electronics market and the advertising insertion equipment market,
respectively. CATV systems' increased channel capacity, interactive (two-way)
services, government legislation/regulation, and potential competition from
telephony providers have prompted multiple system operators (MSO's) to deploy
HFC networks to replace traditional one-way radio frequency (RF) distribution
electronics. In response, the Company has focused on the continued development
of distribution electronics incorporating significant fiber optic technology.
Fiber optic technology provides greater potential bandwidth and better signal
quality to support HFC networks that carry data and voice signals in addition
to video. However, the Company believes that demand for CATV distribution
electronics created by increased bandwidth necessary to deliver these revenue
generating services may be offset by digital compression technology, a
potential future technological advance which will decrease the amount of
bandwidth required to carry a single video channel.(1)
Utilizing advanced HFC technology, CATV distribution equipment manufacturers,
including the Company, have developed scalable product lines that allow MSO's
and telephony providers to tailor CATV system investment to revenue
opportunities as they materialize. Additionally, HFC technological advances
have also focused upon achieving compliance with stringent basic telephony
uninterruptible digital service requirements.
Through its own salesmen, independent representatives and distributors, the
Company markets its CATV equipment worldwide principally to CATV system
operators, who are able to purchase from the Company a major portion of the
electronics needed to construct, operate and maintain a CATV system. Prior to
fiscal 1996, the Company experienced significant growth in international
business. In contrast, fiscal 1996 net sales from international business
declined on reduced demand for the Company's products in the South Korean and
United Kingdom markets. During fiscal 1996, 1995 and 1994, approximately 31%,
50% and 23%, respectively, of the Company's net sales from continuing
operations represented net sales to customers for CATV systems outside the
United States, principally in Europe, through the Company's European
subsidiary, the Pacific Rim, and South America. The Company believes that
international markets contain significant opportunities which may enhance net
sales growth. As such, the Company continues to invest resources in marketing
its products worldwide.(1) For further information regarding international
markets, see "Foreign Market" below.
Historically, the CATV fiber and RF distribution segment has been the most
significant business segment of the Company and has accounted for approximately
88% of the Company's net sales from continuing operations for fiscal 1996
versus 85% and 77% for fiscal 1995 and 1994, respectively. The CATV fiber and
RF distribution segment generated operating income during fiscal 1996, 1995 and
1994 of $23.9 million, $16.5 million and $2.6 million, respectively.
(1) The previous sentences are forward-looking statements, see "Company
Operations" at page one for assumptions and risk factors that may affect
actual results.
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CATV FIBER AND RF DISTRIBUTION SEGMENT ("CATV" SEGMENT)
See Note J --"Business Segments" of Notes to Consolidated Financial Statements,
included in Item 8 of this Form 10-K, for financial information about the CATV
fiber and RF distribution segment.
The Company designs, manufactures and/or distributes a broad line of CATV fiber
optic and RF active and passive distribution electronics, headend optic
transmitters, optical RF nodes, and RF and optic amplifiers. Such equipment is
used by CATV system operators to amplify and distribute video and other
signals.
The Company's active distribution electronics equipment have bandwidth up to
870 MHZ, passive equipment to 1,000 MHZ, and the Company sells 1310 nanometer
optical transmitters and receivers and 1550 nanometer optical transmitters and
amplifiers manufactured by others. The number of channels which can be carried
by a CATV system is a function of the bandwidth (measured in megahertz [MHZ])
of the fiber optic and RF distribution equipment. In the U.S., a 750 MHZ
system, currently the widest bandwidth system in large scale commercial
operation in the U.S., can carry up to 115 video channels. The Company has
emphasized the development of wider bandwidth fiber optic and RF products that
will facilitate interactive services and appeal to such non-traditional service
providers as telephone companies. One such product, the Gatekeeper optical
node, can be used by various service providers including telephone companies
and CATV operators, is compatible with analog and digital system architectures,
and provides return path bandwidth management. As service providers face
increased competition, services such as high speed Internet access, two-way
video and telecommuting may become competitive advantages for service
providers. To maintain its competitive edge, the Company has focused on
marketing technology products which will strategically position the Company for
growth in this competitive environment.(1)
In addition to the Company's technology focus, the Company believes it has
continued to improve upon its reputation as a quality worldwide supplier of
CATV distribution electronics. In May 1996, the Company received ISO 9001
certification for the CATV fiber and RF distribution segment and its Cd.
Juarez, Mexico manufacturing facility. The scope of this Lloyds' Register
Quality Assurance registration includes the design, manufacture, repair and
service of CATV fiber and RF distribution electronics equipment and was
accredited by the National Accreditation Council for Certification Bodies.
Approximately 84%, 75%, and 71% of the Company's net sales from continuing
operations for fiscal years 1996, 1995, and 1994, respectively, consisted of
sales of CATV fiber and RF distribution segment equipment assembled in whole or
in part at the Company's facility in Cd. Juarez, Mexico.
ADVERTISING INSERTION SEGMENT
See Note J --"Business Segments" of Notes to Consolidated Financial Statements,
included in Item 8 of this Form 10-K, for financial information about the
advertising insertion segment.
(1) The previous sentences are forward-looking statements, see "Company
Operations" at page one for assumptions and risk factors that may affect
actual results.
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The Company manufactures electronic advertising insertion equipment and
character generators for the CATV market and other commercial applications.
Advertising insertion equipment enables CATV system operators to automatically
insert local commercials during network programming, thus generating local
advertising revenues. These advertising revenues are a secondary income source
for many CATV system operators, and the Company believes there is growth
potential for the insertion product in the international market.(1)
Advertising insertion equipment is sold directly to CATV system operators and
to third party ad sales companies which contract with CATV system operators for
available commercial time.
Character generators provide an easy-to-use display of text and graphic images
into a video format. Some models are capable of superimposing text onto live
video programming. The Company's character generators are sold primarily to
CATV system operators to create program guides, local information and other
text display channels. Outside of the CATV market, character generator
applications include electronic bulletin boards in hotels, hospitals and
industrial facilities, as well as other applications.
In fiscal 1995, the advertising insertion industry moved rapidly from an analog
to a digital based technology. With increased market interest in compressed
digital video, the Company's product development has included digital
advertising insertion products.
The Company also provides services in support of its advertising insertion
segment products such as system design, field engineering, technical training
seminars, and repair and testing.
DISCONTINUED OPERATIONS - SYSTEMS INTEGRATION SEGMENT
See Note K -- "Discontinued Operations" of Notes to Consolidated Financial
Statements included in Item 8 of this Form 10-K, for financial information
about the Systems Integration Segment.
On June 2, 1994, the Company sold the net assets of its systems integration
segment, as the segment was not viewed as strategic to the future of the
Company. Accordingly, the systems integration segment was reported in fiscal
1994 as discontinued operations.
MARKET CONDITIONS
The Company promotes its CATV products in domestic and international markets.
Factors such as the domestic franchise renewal cycle, government
legislation/regulation, and technology have had an impact on the Company's
worldwide growth.
In the United States, over half of the T.V. households subscribe to CATV
services, and cable passes approximately 97% of T.V. households. The industry
growth experienced in the late 1970's and the early 1980's slowed through
fiscal 1993, as virtually all franchises to be awarded in the U.S. had been
awarded and constructed. As franchises constructed in the late 1970's and
early 1980's have been renewed or reissued and rebuilt, domestic demand for
CATV distribution equipment has rebounded considerably. Franchise terms
(1) The previous sentences are forward-looking statements, see "Company
Operations" at page one for assumptions and risk factors that may affect
actual results.
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have also decreased from approximately fifteen years to ten years, and may have
a positive effect on the overall demand for CATV distribution equipment. In
addition, while not a material industry factor through fiscal 1996, overbuild
(such that a single CATV area is serviced by more than one service provider) of
existing systems by CATV operators and non-traditional service providers such
as telephone companies and others may affect the overall domestic market for
the Company's CATV distribution and advertising insertion products. The Company
believes the future impact of franchise renewal and overbuild activity is
expected to be positive, but is uncertain.(1)
Another influence on CATV distribution product demand is the effect of
government legislation/regulation on the Company's principal customers, the
U.S. MSOs, and international markets. In the United States, MSO's are regulated
through the Federal Communications Commission (FCC) by FCC rule-making and U.S.
Federal legislative laws and directives as well as certain state and local
franchise authority regulations. Foreign government legislation/regulation also
affects the Company's ability to successfully market CATV products.
FCC regulation, the 1992 Cable Act as amended in 1994 (the "Cable Act"), sought
to decrease the amounts that could be charged for basic services and place
technical standards on system performance. The Cable Act also included
extensive regulations relating to must-carry, retransmission, consent rules for
broadcast signals, ownership restrictions, customer service standards, tier
buy-through rules, home wiring regulations, access to program requirements, and
subscriber notice requirements. FCC regulations also allow MSO's to charge
more for channels added to their basic service package.
In February 1996, the United States Telecommunications Act of 1996 was signed
into law. Provisions of this finalized legislation which impacts cable
operators and telephone companies included less restrictive cable operator rate
regulations and removal of competitive barriers between cable operators and
telephone companies. Although the Company believes that significant
competition between cable operators and telephone companies appears to be
several years away, this legislation has changed the competitive landscape of
the communications industry. With both cable operators and telephone companies
set to provide video, voice and data services, the Company believes this new
competitive arena may increase the level of spending on communications
networks.(1)
Cable television systems are generally licensed or "franchised" by local
municipal or county governments and in some cases by state authorities with
such franchises being given for a fixed period of time - generally ten to
twelve years - with renewal largely at the discretion of the issuing
franchising authority. The Company believes that recent refranchising activity
indicates that local franchising authorities intend to impose more stringent
requirements on cable operators with the possible effect of decreasing the time
frame in which a system must be upgraded.
While factors such as the current requirements of the regulations of the FCC,
the current Federal requirements as set through legislation and the current
actions of state, county and
(1) The previous sentences are forward-looking statements, see "Company
Operations" at page one for assumptions and risk factors that may affect
actual results.
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municipal governments in the franchising activity may have the effect of
increasing the Company's customers' cost of doing business and/or restricting
rates which the Company's customers may charge for basic services, the Company
believes the overall impact of these factors in light of the United States
Telecommunications Act of 1996 may be positive. However, there can be no
assurance of the impact of such factors on the Company and its markets.(1)
From an international perspective, the Company believes that several foreign
markets lack a regulatory framework which would allow CATV construction to
proceed. However, many regulated international markets do exist, such as in
Europe, South America, and the Pacific Rim, that have enabled the Company to
experience sizable growth in international sales since fiscal 1994.
The Company is unable to forecast the impact of future U.S. federal, state,
local, and foreign government legislation/regulation.
The Company believes advancement in CATV distribution electronics has also
influenced worldwide CATV market conditions. Development of HFC networks and
transition from analog to compressed digital technology have had a significant
impact on the CATV distribution electronics market and the advertising
insertion equipment market, respectively. The Company believes that CATV
systems' increased channel capacity, interactive (two-way) services, government
legislation/regulation, and potential competition from telephony providers have
prompted MSO's to deploy HFC networks to replace traditional one-way RF
distribution electronics. The Company believes that demand for CATV
distribution electronics created by increased bandwidth necessary to deliver
these revenue generating services may be offset by digital compression
technology, a potential future technological advance which will decrease the
amount of bandwidth required to carry a single video channel.(1)
Utilizing advanced HFC technology, CATV distribution equipment manufacturers
have developed scalable product lines that allow MSO's and telephony providers
to tailor CATV system investment to revenue opportunities as they materialize.
Additionally, HFC technological advances have also focused upon achieving
compliance with stringent basic telephony uninterruptible digital service
requirements. The Company believes it is well positioned to take advantage of
current opportunities created by these technological changes. However, the
impact of future technological change is uncertain.(1)
COMPETITIVE CONDITIONS
The Company's CATV equipment is sold in highly competitive markets.
Competition in these markets is based upon price, reliability, product
offering, system architecture, delivery time, and relationships with
customers. The Company believes that most of its competitors are larger, more
diversified and have greater financial resources than the Company.
Nevertheless, the Company believes that its technologically advanced CATV
fiber optic and RF distribution electronics, as well as commitment to
quality and
(1) The previous sentences are forward-looking statements, see "Company
Operations" at page one for assumptions and risk factors that may affect
actual results.
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customer service, permit it to effectively compete in the sale of the equipment
needed to construct, operate and maintain a CATV system.
CATV systems are in competition with other technologies for distributing
services to subscribers including Satellite Master Antenna Television (SMATV),
Direct Broadcast Satellite Service (DBS), and Multipoint Multiple Distribution
Services (MMDS). The Company believes that SMATV, MMDS, and DBS are at a
competitive disadvantage, as they are limited in their ability to deliver
two-way service and local programming. Continuing technological advances and
government legislation/regulation may also provide new sources of
competition.(1)
As the telecommunications business evolves further and telephony providers seek
to enter the CATV industry, the Company believes it is well positioned to take
advantage of growth opportunities via advanced technology products that may
generate additional value added services.(1)
FOREIGN MARKET
See Note J --"Business Segments" of Notes to Consolidated Financial Statements,
included in Item 8 of this Form 10-K, for geographical segment financial
information.
Several major U.S. CATV operators are expanding their businesses
internationally, either on their own, or through direct equity investment in
companies in the countries in which they seek to do business. Much of Europe,
South America, the Middle East and Asia is not cabled and the Company believes
this factor represents growth opportunities for the Company's customers, the
cable system operators. The Company participates in the sale of equipment in
these markets through its wholly-owned subsidiary in the United Kingdom, its
distributor and market developmental partner in South Korea, its distributors
serving Asia, the Middle East, mainland China, Taiwan, Australia, France,
Eastern Europe, Mexico, New Zealand, and South America; the South American
markets are serviced by Texscan S.A. of Argentina and Texscan do Brasil,
respectively, non-affiliates in which the Company maintains a minority equity
interest. Net sales to customers for CATV systems outside the U.S. for fiscal
1996 represented approximately 35% of the Company's CATV fiber and RF
distribution segment net sales, and 7% of the Company's advertising insertion
segment net sales.
During fiscal years 1996, 1995, and 1994, approximately 31%, 50%, and 23%,
respectively, of the Company's net sales from continuing operations represented
net sales to customers for CATV systems outside the United States, principally
in Europe, through the Company's European subsidiary, the Pacific Rim, and
South America. Prior to fiscal 1996, the Company experienced significant
growth in international business. In contrast, fiscal 1996 net sales from
international business declined on reduced demand for the Company's products in
the South Korean and United Kingdom markets. The Company believes that
international markets contain significant opportunities which may enhance net
sales growth.(1) As such, the Company continues to invest resources in
marketing its products worldwide.
(1) The previous sentences are forward-looking statements, see "Company
Operations" at page one for assumptions and risk factors that may affect
actual results.
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The Company has determined the U.S. dollar to be the functional currency for
its European and Mexican subsidiaries. Changes in exchange rates which affect
cash flows and the related receivables and payables are recognized as gains and
losses in the determination of net income. Foreign currency exchange gains
(losses) aggregated less than $0.1 million, ($0.3 million) and ($0.1 million)
in fiscal years 1996, 1995, and 1994, respectively. The Company's foreign
operations render the Company susceptible to gains and losses from currency
exchange rate fluctuations. The Company anticipates that it will continue to
be susceptible to such gains and losses for the foreseeable future (see
discussion in Item 7. "Management's Discussion and Analysis -- Foreign
Currency Exchange Risks").(1)
MARKETING AND SIGNIFICANT CUSTOMERS
The Company markets its CATV equipment in the United States principally through
salesmen employed by the Company. As of April 30, 1996, the Company employed
eighteen direct sales personnel worldwide. The Company's CATV equipment is
purchased by a large and diverse group of customers. During fiscal 1996, 1995,
and 1994, one domestic customer, Tele-Communications, Inc., (including its
subsidiaries and affiliates, "TCI") purchased equipment from both the Company's
CATV fiber and RF distribution and advertising insertion segments which
accounted for approximately 44%, 36%, and 32% of the Company's consolidated net
sales from continuing operations, respectively.
The Company has a Master Purchase Agreement (the "Agreement"), with the largest
cable TV operator in the United States (and also the largest stockholder of the
Company), TCI, executed on June 21, 1993. The term of the Agreement is from
January 18, 1993 to December 31, 1996. The Agreement establishes prices at
which TCI is to purchase a minimum of twenty percent of TCI's total RF
distribution and Optic/RF devices purchased by TCI during the term of the
Agreement; no penalties accrue to TCI should TCI not purchase the percentage of
equipment agreed to. TCI is not obligated to purchase any products, and the
Company's obligation to sell to TCI at the prices stipulated in the Agreement
is conditioned upon TCI's purchasing at least 20% of the total amount of
certain specified CATV distribution equipment purchased by TCI each year during
the four year term. The Company has agreed under certain circumstances not to
sell its products or services covered by the Agreement for a price less than
that available to TCI, except for the limited purpose of conducting special or
promotional sales, in which case the Company is required to offer
contemporaneously to TCI, the same pricing, volume and terms of any such
special or promotional sale. The Company is uncertain of the significance of
the Agreement on TCI's decision to buy the Company's products and the Company
does not know if TCI has purchased 20% of its total Agreement-covered equipment
needs from the Company. The Company believes the expiration of this contract in
December 1996 will not have a material effect upon the Company's relationship
with TCI.(1)
(1) The previous sentences are forward-looking statements, see "Company
Operations" at page one for assumptions and risk factors that may affect
actual results.
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Sales under the Agreement have exceeded $60 million term to date. TCI
presently, and prior to the Agreement, has purchased products of the type
covered by the Agreement from the Company's CATV fiber and RF distribution
segment. For the past several years, TCI has been the largest customer of the
Company's CATV fiber and RF distribution segment (see "Contracts with TCI").
ORDER INPUT AND BACKLOG
The following table shows the Company's approximate sales backlogs from
continuing operations as of the dates indicated below:
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April 30, 1996 $24.1 million
April 30, 1995 $41.8 million
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Most of the backlog at April 30, 1996 is expected to be shipped by April 30,
1997. Backlog represents orders for products which are cancelable generally
without penalty.
During fiscal 1996, consolidated order input decreased 22% from the prior year
period on reduced demand for the Company's CATV fiber and RF distribution
products in the South Korean and United Kingdom markets. Worldwide CATV fiber
and RF distribution segment order input decreased 25% during the same period,
with order input originating from customers for CATV systems outside the United
States accounting for a 67% decline. Compared to the prior year, domestic
demand for the Company's CATV fiber and RF distribution products remained
strong.
During the last three months of fiscal 1996, the Company's worldwide order
input reflected improvement with an average of $9.5 million per month. The
Company believes that international markets contain significant opportunities
which may enhance net sales growth.(1) As such, the Company continues to
invest resources in marketing its products worldwide.
RESEARCH AND DEVELOPMENT
The Company is engaged in on-going engineering, research and development
activities in conjunction with new and existing products. During fiscal years
1996, 1995, and 1994, the Company spent in continuing operations approximately
$3.6 million, $2.8 million and $2.2 million, respectively, in connection with
the development of new products and the improvement, modification and
enhancement of existing products. As of April 30, 1996, the Company employed
fifty-three full-time professional engineers and technicians with expertise in
a variety of fields, including broadband communications, electronic display
technology, data communications, fiber communications and systems, analog
signal processing, microprocessor techniques and microcomputer software. Such
personnel divide their time between the development of new products and the
improvement and cost reduction of existing products. From time to time the
Company employs the services of engineering consultants in connection with
research and development.
(1) The previous sentences are forward-looking statements, see "Company
Operations" at page one for assumptions and risk factors that may affect
actual results.
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TRADEMARKS, TRADE NAMES AND PATENTS
The Company markets its products under the Texscan, T-Series, Pathmaker Plus+,
PAL, GLAS-PAL, Flamethrower, TEMS, Prism, Pathmaker, ComSerter, editExpress,
Spectragen and Gatekeeper names. The Company holds several patents relating to
CATV equipment. However, the Company believes that these patents will not
significantly deter development of competitive products.(1)
SOURCE AND AVAILABILITY OF RAW MATERIALS AND COMPONENTS
The Company's source of raw materials and components are provided by a widely
dispersed supplier base. Any future changes in tariffs, duties, U.S. Trade
treaties, fluctuations in monetary exchange rates, or changes in import quotas
could have an adverse effect on the cost or availability to the Company of the
raw materials and components presently being imported from foreign sources.
Moreover, material shortages of fuel or other types of energy could have an
adverse effect on the cost or availability to the Company of a limited number
of parts or materials which contain petrochemicals or could result in a
significant increase in utility costs.
EMPLOYEES
As of April 30, 1996, the Company's continuing operations had 925 full-time
employees, none of whom was covered by a collective bargaining agreement. The
Company regards its relations with its employees as satisfactory. Most U.S.
employees are covered by group life, disability, health, dental and accident
insurance policies.
CONTRACTS WITH TCI
Pursuant to an Investment Agreement (the "Investment Agreement") dated March
14, 1994 between the Company and TCI, TCI purchased on March 14, 1994, from the
Company 6,327,000 shares of common stock of the Company for a cash purchase
price of approximately $12.4 million. The shares purchased by TCI in the
transaction represented 49% of the Company's outstanding common stock upon
completion of the transaction. At July 2, 1996, TCI beneficially owned
approximately 43% of the common stock of the Company. As part of the
Investment Agreement, the Company effected a short-term borrowing from TCI of
$4.6 million pursuant to an unsecured promissory note (the "Note") dated March
14, 1994, payable by the Company to TCI. The Note was repaid in full on
January 17, 1995. The Company used the proceeds from the sale to TCI of the
common stock and the Note to retire debt to noteholders.
The Investment Agreement grants TCI the right to appoint two (2) members of the
Company's five (5) member Board of Directors, as long as TCI holds 25% or more
of the Company's outstanding common stock; if TCI should hold less than 25% of
the Company's outstanding common stock TCI has the right to appoint only one
director. Two representatives of TCI presently serve on the Board of Directors
of the Company. In addition, the Investment Agreement provides that the
Company must obtain supermajority (4 of 5) approval of the Board of Directors
to: (a) incur additional liabilities (except for trade payables in the ordinary
course of business) including debt for borrowed money in excess of $5 million
per year; (b) issue any capital stock or the right to acquire capital stock of
the Company except with respect to certain existing warrants and options; (c)
remove the chief
(1) The previous sentences are forward-looking statements, see "Company
Operations" at page one for assumptions and risk factors that may affect
actual results.
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executive officer of the Company or make a change in the number of directors of
the Company; (d) declare or pay any dividend or distribution on its capital
stock other than a dividend solely in the form of shares of its capital stock;
(e) sell a material portion of the assets of the Company or any
Company subsidiary or merge the Company or any Company subsidiary with another
entity; (f) engage in transactions between the Company (or any Company
subsidiary) and officers or directors of the Company which exceed $1
million; (g) acquire or enter into any kind of business other than
the kind of business currently carried on by the Company and its
subsidiaries; (h) make any repurchase or redemption of any shares of its
capital stock; (i) amend the Company's Articles of Incorporation or Bylaws; or
(j) make capital expenditures in excess of $2 million per transaction or series
of related transactions.
The Investment Agreement provides for certain preemptive rights to TCI to
maintain its percentage equity interest in the Company by purchasing additional
shares of common stock and convertible securities, rights, and options, as when
the Company issues additional shares of common stock and securities convertible
into or exchangeable or exercisable for additional shares of common stock or
rights or options to subscribe for or to purchase additional shares of common
stock, except with respect to additional shares of common stock issued by the
Company (i) as a stock dividend, (ii) upon subdivision or combination of shares
of common stock and (iii) pursuant to (A) rights, warrants and options in
existence prior to the date of the Investment Agreement, or (B) qualified
employee incentive stock options which may be from time to time granted by the
Company. The purchase price to be paid by TCI upon exercise of its preemptive
rights is to be equal to the consideration paid by the third party purchasers
or the fair market value thereof in case of property as consideration. At
July 2, 1996, options to purchase 595,248 shares of common stock of the
Company have been granted to TCI pursuant to the Investment Agreement.
The Investment Agreement requires the Company to amend, at TCI's request, the
Company's Articles of Incorporation and Bylaws to the extent that they are
inconsistent or silent with respect to the provisions of the Investment
Agreement regarding nomination, election, and meeting of directors,
supermajority board approval, and preemptive rights, and the Company expects
that such provisions may require, if requested by TCI, minor conforming
amendments to the Articles of Incorporation and Bylaws. Any amendments to the
Articles of Incorporation would require approval of the Company's stockholders.
As part of the transactions between the parties, the Company granted TCI and
its permitted transferees certain rights entitling TCI and its permitted
transferees to require the Company to register the shares purchased by TCI
under the Investment Agreement and any and all shares or other securities
issued by the Company in exchange for or in respect of such shares. The
Company is obligated to pay all costs and expenses in connection with
registration of such shares, including counsel fees, but excluding brokerage
commissions and underwriting discounts. Each of the Company and TCI indemnify
the other, upon customary terms and conditions, in respect of any registration
of such shares.
11
<PAGE> 14
The Investment Agreement and the obligations of the parties thereunder
terminate upon the earlier to occur of (i) written consent of the Company and
TCI, (ii) the 20th anniversary date of the Investment Agreement (iii) at such
time as TCI ceases to hold at least 20% of the outstanding shares of the
Company's common stock.
TCI is the largest single stockholder of the Company. By virtue of its share
ownership position and the rights granted to TCI under the Investment
Agreement, TCI may, under the rules of the Securities and Exchange Commission,
be deemed to be a controlling person of the Company.
ITEM 2. PROPERTIES
TSX's principal facilities are listed below:
<TABLE>
<CAPTION>
Approximate
Floor Area Industry
Location (Square Feet) Use Segment
-------- ------------- --- -------
<S> <C> <C> <C>
Cd. Juarez, Mexico 149,000 Production facility, CATV Fiber and RF
(Owned) general offices, and Distribution
warehousing.
El Paso, Texas 4,000 Corporate headquarters. --------------------
(Leased through
March 1998)
Salt Lake City, Utah 29,000 Production facility. Advertising Insertion
(Leased through
May 1998)
Chesham, Buckinghamshire 12,000 Sales, service, and test CATV Fiber and RF
England (Owned) facility. Distribution and
Advertising Insertion.
</TABLE>
TSX regards its existing facilities as adequate to meet its current needs.
ITEM 3. LEGAL PROCEEDINGS
The Company is not a party to any material existing or, to its knowledge,
threatened legal proceedings.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The stockholders of the Company have not been requested to vote on any matter
during the fourth quarter of fiscal 1996.
12
<PAGE> 15
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
STOCK SPLITS
On November 4, 1994 and July 18, 1996, the Company distributed a two-for-one
stock split of its common stock effected in the form of a 100% stock dividend
and a three-for-two stock split of its common stock effected in the form of a
50% stock dividend, respectively. All share and per share amounts reported
herein and elsewhere in this Form 10-K have been adjusted to reflect the effect
of the two-for-one and three-for-two stock splits.
MARKET INFORMATION
Effective May 2, 1995, the Company listed its common stock for trading on the
Nasdaq/National Market System. During fiscal 1995, the Company's common stock
had been listed for trading on the American Stock Exchange (the "AMEX"). The
following table includes, by quarters, the AMEX and Nasdaq/National Market
System high and low closing sale prices of the Company's common stock during
fiscal 1995 and fiscal 1996, respectively.
<TABLE>
<S> <C> <C>
Fiscal 1996 High Low
- ----------- ----- ----
First Quarter $ 16-11/64 11-53/64
Second Quarter 19 13
Third Quarter 15-43/64 11-11/64
Fourth Quarter 15-53/64 11-11/64
Fiscal 1995
- -----------
First Quarter $ 5-7/16 4-11/64
Second Quarter 13-43/64 4-1/2
Third Quarter 15-43/64 10-1/2
Fourth Quarter 12-53/64 9-3/4
</TABLE>
HOLDERS
As of July 15, 1996 there were approximately 2,800 beneficial owners of the
Company's common stock and there were approximately 200 holders of record,
including participants in security position listing.
DIVIDENDS
The Company has not paid dividends on its common stock for the last five fiscal
years. Future dividend payments must be funded from the proceeds of dividends
paid to TSX by its subsidiaries. It is the present policy of the Company's
Board of Directors to retain any future earnings to finance growth and
development of TSX's business and/or to retire future Company debt. Any
future dividend payments will be made at the discretion of the Board of
Directors, subject to the terms of the Investment Agreement (see Item I,
"Business -- Contracts with TCI") and subject to terms of the Credit Agreement
with Texas Commerce Bank (see Item 7,"Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Bank Revolving Credit
Agreement") and
13
<PAGE> 16
will depend upon factors the Board may deem relevant, including but not limited
to, TSX's financial condition, capital requirements, earnings and liquidity.
ITEM 6. SELECTED FINANCIAL DATA
The following selected financial data are derived from the consolidated
financial statements of TSX and its subsidiary. The consolidated financial
statements of TSX and its subsidiary as of April 30, 1996 and 1995 and for each
of the years in the three-year period ended April 30, 1996, and the independent
auditors' reports thereon, are included in Item 8 of this Form 10-K.
<TABLE>
<CAPTION>
YEARS ENDED APRIL 30
--------------------------
1996 1995 1994 1993 1992
---- ---- ---- ---- ----
(Expressed in Thousands, Except per Share Data)
<S> <C> <C> <C> <C> <C>
Net Revenue* . . . . . . . . . . . . . $ 92,640 72,421 37,681 34,575 35,500
Income (Loss) from continuing
operations . . . . . . . . . . . . . . 16,378 8,452 45 (6,938) (2,642)
Net Income (Loss) . . . . . . . . . . . 16,378 8,452 408 (6,054) (813)
Income (Loss) from continuing
operations per share . . . . . . . . . 1.02 .55 .01 (1.05) (.40)
Net Income (Loss) per share . . . . . . 1.02 .55 .05 (.92) (.12)
Total Assets . . . . . . . . . . . . . 69,077 41,536 28,281 28,825 32,759
Long-Term Debt . . . . . . . . . . . . -- -- -- 16,900 16,900
</TABLE>
See Item 7, below.
* Net sales from continuing operations.
For the periods presented in the above selected financial data, the Company did
not declare or pay cash dividends.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
GENERAL
In June, 1994, the Company disposed of its systems integration business segment
(previously known as fiber optic systems segment). The financial statements
presented as of and for the year ended April 30, 1994, in accordance with
generally accepted accounting principles, eliminate the effect of this segment
from financial statement line items, except as set forth in those identified as
relating to discontinued operations.
FISCAL 1996 COMPARED WITH FISCAL 1995
For fiscal 1996, the Company reported record operating results, as strong
domestic demand for the Company's CATV fiber and RF distribution products
increased consolidated net sales and net income 28% to $92.6 million and 93% to
$16.4 million, respectively, from fiscal 1995. For the same period, the CATV
fiber and RF distribution segment reported a net sales increase of 31%, while
the advertising insertion segment posted a 10% increase. Additionally, CATV
fiber and RF distribution and advertising insertion segments' operating income
increased 45% and over 100%, respectively.
14
<PAGE> 17
International demand for the Company's products, principally in the South
Korean and United Kingdom markets, weakened as net sales to customers for CATV
systems outside the United States declined to 31% of consolidated net sales
versus 50% for fiscal 1995. The percentage of net sales to customers for CATV
systems outside the U.S. declined from prior year 57% to 35% of the Company's
CATV fiber and RF distribution segment net sales, and prior year 8% to 7% of
the Company's advertising insertion segment net sales.
Consolidated order input decreased 22% from fiscal 1995 on reduced demand for
the Company's CATV fiber and RF distribution products in the South Korean and
United Kingdom markets. Worldwide CATV fiber and RF distribution segment order
input decreased 25% during the same period, with order input originating from
customers for CATV systems outside the United States accounting for a 67%
decline. Advertising insertion segment worldwide order input was relatively
unchanged. The Company's year end backlog declined to $24.1 million from $41.8
million in fiscal 1995. For further information on international markets, see
"Foreign Market" above.
During the last three months of fiscal 1996, the Company's worldwide order
input reflected improvement with an average of $9.5 million per month. From
the Company's perspective, there appears to be a renewed surge in the
international marketplace.(1)
Consolidated gross profit improved to 43% from 42% for fiscal 1995 primarily
due to the increased CATV fiber and RF distribution segment's sales volume over
the Company's fixed cost base. Fiscal 1996 advertising insertion segment gross
profit percentage was up slightly compared to the prior year. Price increases
of varying percentages depending upon product lines were instituted in fiscal
1996, the average of these being less than 5%; much of the price increases were
offset by increased costs in overhead and material. The Company estimates that
sales price increases, net of underlying cost increases, caused gross profit to
increase by less than one percentage point.
Fiscal 1996 consolidated operating expenses (engineering, sales, general and
administrative) of 20% of net sales declined from 21% in the prior year due to
increased volume.
Operating income of $21.3 million is substantially improved from prior year
operating income of $14.7 million, on the strength of increased net sales and
improved gross profit as discussed above.
Interest income for the Company net of interest expense at $0.6 million, is
$0.7 million more than prior year. During fiscal 1996, the Company's interest
income from cash equivalents increased significantly over prior year due to the
sizable increase in investable cash provided by operating activities.
Additionally, fiscal 1996 interest expense decreased markedly from prior year
as the Company became debt free upon third quarter of fiscal 1995 repayment of
all non-trade creditor debt.
The Company recorded net income of $16.4 million in fiscal 1996, compared to
prior year net income of $8.5 million. The net income improvement is
principally a result of the net sales and gross profit improvement discussed
above and reduction in the valuation allowance for the tax asset discussed
below.
(1) The previous sentences are forward-looking statements, see "Company
Operations" at page one for assumptions and risk factors that may affect
actual results.
15
<PAGE> 18
See "Segment and Geographical Operating Information" below, for a comparison of
sales, gross profit, operating expenses and operating income, net of
intercompany eliminations by industry segment and geographic area for fiscal
1996 and 1995.
TAX ASSET: The Company has recorded on its balance sheets for fiscal years
ended April 30, 1996 and 1995 net deferred tax assets of $2.4 million and $0,
respectively. Prior to the quarter ended January 27, 1996, a valuation
allowance had been recognized to offset all deferred tax assets. The benefit
associated with these deferred tax assets had not been recognized due to a lack
of history of taxable earnings and uncertainties surrounding the utilization of
the related deductions and net operating loss carryforwards.
During the quarter ended January 27, 1996, management determined that earnings
of the Company would more likely than not be sufficient to realize deferred tax
assets of $3.8 million. Accordingly, a valuation allowance reduction was
recorded and reflected as a $2.5 million reduction in tax expense and a $1.3
million direct credit adjustment to equity. The net impact of the valuation
allowance reduction, and a one time third quarter $0.5 million state tax
provision recorded by the Company, increased the quarter net income by $2.0
million or $0.12 per share. The valuation allowance was also reduced $0.8
million in the quarter ended April 30, 1996 as a credit to equity. The
valuation allowance was reduced to the extent deferred tax assets are expected
to be realizable over the subsequent three years as a result of fiscal 1996
taxable earnings.
As of April 30, 1996, gross deferred tax assets were comprised of realizable
deferred tax assets of $5.6 million and fully reserved deferred tax assets of
$4.8 million, which principally related to U.S. federal and state net operating
loss carryforwards, not considered probable of realization within the next
three fiscal years .
The Company will continue to review the deferred tax asset valuation allowance
on a quarterly basis and make adjustments as appropriate. While there can be
no assurance that taxable earnings will be realized in fiscal 1997 and fiscal
1998, a continuance of current trends would support this possibility. Should
the Company record material taxable earnings in the next years, the $4.8
million valuation allowance at fiscal year end 1996 would be reduced or
eliminated. Approximately $2.1 million of valuation allowance elimination
would be a direct equity adjustment and would not affect the Company's
statement of income nor earnings per share. Approximately $2.7 million of
valuation allowance elimination would be reflected as a reduction in tax
expense, a corresponding increase in net income, and an increase in earnings
per share.
Included among the $2.7 million of deferred tax assets for which the reduction
of the valuation allowance would positively affect income are $0.2 million
relating to deferred compensation and $2.1 million relating to net operating
loss carryforwards which are post-quasi-reorganization and which can be
utilized from eight to thirteen years from year end fiscal 1996.
There can be no assurances that reduction in the valuation allowance for such
deferred tax assets will be recognized as there can be no assurance of future
taxable earnings.
16
<PAGE> 19
During fiscal 1996, tax deductible expenses not reflected on the Company's
income statement were derived from gains attributable to exercising parties for
employee stock options and Allen & Company warrants which had been exercised
during the fiscal year, thereby offsetting taxable income that would have
otherwise resulted. The benefit of this tax deduction was recorded as an
increase to additional paid-in capital.
The Company is in the process of establishing a legal structure to take
advantage of lower income tax rates available in certain countries having tax
treaties with the U.S. The Company anticipates establishing a subsidiary in a
country with a tax rate substantially lower than the U.S., the effect of which
is likely to be a reduction of the Company's tax rate(1).
FISCAL 1995 COMPARED WITH FISCAL 1994
The Company's fiscal 1995 consolidated net income of $8.5 million increased
twenty-fold over the prior year on the strength of CATV fiber and RF
distribution segment performance. Consolidated net sales increased 92% to
$72.4 million from fiscal 1994 on a combined CATV fiber and RF distribution and
advertising insertion segments' net sales increase of 112% and 23%,
respectively. Net sales increased primarily due to sales to customers for CATV
outside the United States, up 318% for the year, and a 25% increase in domestic
sales. Operating income for the CATV fiber and RF distribution segment
improved 543% over the prior year, however advertising insertion segment
operating income decreased 91%.
Domestic and international demand for the Company's CATV fiber and RF
distribution segment products was fueled by a substantial increase in domestic
CATV system construction over the prior year and strong demand in Europe, the
Pacific Rim, and South America. Net sales to customers for CATV systems
outside the United States for fiscal 1995 represented 57% of the CATV fiber and
RF distribution segment net sales. Advertising insertion segment net sales
were also influenced by international demand as 8% of net sales were made to
customers for CATV systems outside the United States. Domestic demand for the
advertising insertion segment's products improved during fiscal 1995.
Technology transition from analog to a digital solution continued to be a focal
point in the advertising insertion marketplace. The segment's digital
advertising insertion product was successfully installed in Houston, Texas in
early fiscal 1995, and the Company believed it to be the industry's first
large-scale digital installation.
Consolidated fiscal 1995 order input increased 109% over the prior year as CATV
fiber and RF distribution segment order input increased 139% during the same
period. International business was largely responsible for this performance
with 52% of the CATV fiber and RF distribution segment's order input
originating from customers for CATV systems outside the United States. Strong
order input fueled year end backlog which reached $41.8 million for 1995,
compared to $17.5 million for the prior year. In response to increased demand
for the Company's products, CATV fiber and RF distribution segment
manufacturing capacity expansion had been ongoing throughout fiscal 1995.
Fiscal 1995 consolidated gross profit of 42% significantly improved over fiscal
1994 gross profit of 32%. The CATV fiber and RF distribution segment's
performance was responsible for the gross profit improvement as there was
increased volume efficiencies and a greater mix of more profitable CATV fiber
optic products. Advertising insertion segment gross profit
(1) The previous sentences are forward-looking statements, see "Company
Operations" at page one for assumptions and risk factors that may affect
actual results.
17
<PAGE> 20
percentage was down slightly compared to the prior year. Price increases of
varying percentages depending upon product lines were instituted in fiscal
1995, the average of these being less than 5%; much of the price increases were
offset by increased costs in overhead and material. The Company estimates that
sales price increases, net of underlying cost increases, caused gross profit to
increase by less than two percentage points.
Fiscal 1995 consolidated operating expenses (engineering, sales, general and
administrative) of 21% of net sales declined from 29% (net of unusual items) in
the prior year due to increased volume.
Fiscal 1994 had recorded unusual items of $0.8 million due to an excess
provision for restructure which was originally recorded in fiscal 1993
(reversal). There were no unusual items of income or expense reported for
fiscal 1995.
Operating income of $14.7 million was substantially improved from prior year
operating income of $2.0 million, on the strength of increased net sales and
improved gross profit as discussed above.
Interest expense for the Company net of interest income at $0.1 million, was
$1.6 million less than prior year. In the fourth quarter of fiscal 1994, the
Company repaid its long-term debt and increased its non-trade creditor debt
from $0 to $4.6 million, resulting in a net decrease in the Company's debt of
$12.3 million. These actions coupled with the fiscal 1995 third quarter
repayment of the non-trade creditor debt to TCI substantially reduced fiscal
1995 interest expense as compared to the prior year.
For its discontinued operations the Company incurred a fiscal 1994 operating
loss of $0.1 million and a loss on its sale of its discontinued operations of
$0.2 million. Discontinued operations did not impact fiscal 1995 operating
results.
As described in Item 1 "Business -- Contracts with TCI," in fiscal 1994 the
Company sold 49% of its common shares to TCI for strategic purposes and
borrowed $4.6 million which was repaid in the third quarter of fiscal 1995.
The Company recorded net income of $8.5 million in fiscal 1995, compared to
prior year net loss of $0.4 million. The net income improvement was the result
of the net sales and gross profit improvement discussed above.
See "Segment and Geographical Operating Information" below, for a comparison of
sales, gross profit, operating expenses and operating income, net of
intercompany eliminations by industry segment and geographic area for fiscal
1995 and 1994.
TAX ASSET: The Company recorded on its balance sheets for fiscal years ending
April 30, 1995 and 1994, deferred tax assets which were offset 100% by a
valuation allowance, thereby causing their net asset value, as of both balance
sheet dates, to be zero (0). Such offsetting valuation allowance was a result
of the Company not having taxable domestic income for fiscal years 1995, 1994,
1993, and 1992. In the absence of any history of taxable earnings, it was
prudent for the Company to fully reserve its deferred tax asset.
18
<PAGE> 21
During fiscal 1995, tax deductible expenses not reflected on the Company's
income statement were derived from gains attributable to exercising parties for
employee stock options and Allen & Company warrants which had been exercised
during the fiscal year, thereby offsetting taxable income that would have
otherwise resulted. The benefit of this tax deduction was recorded as an
increase to additional paid-in capital.
19
<PAGE> 22
SEGMENT AND GEOGRAPHICAL OPERATING INFORMATION
Set forth below is information concerning sales, gross profit, operating
expenses and operating income, net of intercompany eliminations, by industry
segment and geographic area for fiscal 1996, 1995, and 1994.
<TABLE>
<CAPTION>
Business Segment Information: 1996 1995 1994
- ----------------------------- -------- -------- --------
<S> <C> <C> <C>
Net Sales: (In Thousands)
Advertising Insertion $ 11,581 10,505 8,526
CATV Fiber and RF Distribution 81,059 61,916 29,155
-------- -------- --------
$ 92,640 72,421 37,681
======== ======== ========
Gross Profit:
Advertising Insertion 4,366 3,664 3,188
CATV Fiber and RF Distribution 35,654 26,407 8,945
-------- -------- --------
$ 40,020 30,071 12,133
======== ======== ========
Operating Expenses:
Advertising Insertion 3,357 3,634 2,849
CATV Fiber and RF Distribution 11,765 9,913 6,379
Corporate 3,642 1,808 912
-------- -------- --------
$ 18,764 15,355 10,140
======== ======== ========
Operating Income (Loss):
Advertising Insertion 1,010 30 339
CATV Fiber and RF Distribution 23,888 16,494 2,566
Corporate (3,642) (1,808) (912)
-------- -------- --------
$ 21,256 14,716 1,993
======== ======== ========
Geographical Segment Information:
- ---------------------------------
Net Sales:
U.S 85,777 60,805 35,063
Europe 6,863 11,616 2,618
-------- -------- --------
$ 92,640 72,421 37,681
======== ======== ========
Gross Profit:
U.S 38,393 27,364 11,617
Europe 1,627 2,707 516
-------- -------- --------
$ 40,020 30,071 12,133
======== ======== ========
Operating Expenses:
U.S 17,649 14,407 9,962
Europe 1,115 948 178
-------- -------- --------
$ 18,764 15,355 10,140
======== ======== ========
Operating Income (Loss):
U.S 20,744 12,957 1,655
Europe 512 1,759 338
-------- -------- --------
$ 21,256 14,716 1,993
======== ======== ========
</TABLE>
As required for the above table of Geographical Segment Information, see Item 8
Note J -- "Business Segments," of Notes to Consolidated Financial Statements,
Non-U.S. sales, gross profit, operating expenses and operating income (loss)
are those which relate to activity performed by/through personnel/offices
located outside the U.S. References to Non-U.S. sales in Item 1 through Item
7 of this 10-K are based upon the location of the CATV systems for which the
Company's equipment is being used.
20
<PAGE> 23
FOREIGN CURRENCY EXCHANGE RISKS
The Company recognizes the U.S. dollar as the functional currency of its United
Kingdom and Mexico subsidiaries. For fiscal year 1996 and 1995, approximately
$0.1 and $0.4 million of the Company's net sales were denominated in British
pounds; correspondingly, approximately $1.2 million of the Company's costs and
expenses were denominated in British pounds and approximately $5.0 and $4.9
million in Mexican pesos, respectively.
The Company does not employ hedging to set the relationship of costs and
expenses to sales in foreign currencies. For financial reporting, changes in
exchange rates which affect cash flows and the related receivables and payables
are recognized as gains and losses in the determination of net income. Foreign
currency exchange gains (losses) aggregated $16,000, ($271,000) and ($134,000)
in fiscal years 1996, 1995, and 1994, respectively.
The Company believes that it will experience limited foreign currency risk
during periods in which costs incurred in British pounds essentially remain
relatively minor compared to the Company's net sales and in periods during
which the British pound and Mexican peso remain relatively stable against the
U.S. dollar. No assurances can be made that the Mexican peso or British pound
will remain relatively stable against the U.S. dollar or that the matching of
cost and expenses versus sales for British pounds will occur. The Company
anticipates that it will remain susceptible to gains and losses on currency
exchange rate fluctuations for the foreseeable future.(1)
During the period from December 1994 through April 1996, the Mexican peso
devalued from a high of 3.45 pesos/dollar to a low of 7.92 pesos/dollar. Such
devaluation was materially offset by inflation in pesos. The net impact of the
devaluation was positive, though not material to the Company.
The Company believes any exposure in the normal course of business caused by
foreign exchange fluctuation should be less than $0.5 million; this estimate
excludes consideration of the impact of hyper-inflation in Mexico or in the
United Kingdom should such occur. Also, this estimate of the impact of foreign
exchange fluctuations is based upon the actual currency fluctuation experienced
by the Company in the last three years and is based upon the relationship of
sales, and cost and expenses for the UK pound as stated above.(1)
LIQUIDITY AND CAPITAL RESOURCES
Management believes that with $21.7 million of cash at April 30, 1996 the
Company has adequate cash to meet its operating needs through fiscal year
ending April 30, 1997. Cash provided by operating activities and sale of
common stock, in connection with options and warrants exercised, contributed
to a $14.4 million cash improvement over the prior year. Working capital
increased to $42 million at fiscal 1996 year-end from $24 million at fiscal
1995 year-end primarily due to increased cash and CATV fiber and RF
distribution segment increased working capital in support of higher sales
volume.
For the last five fiscal years, the Company has not paid dividends. Future
dividend payments by TSX must be funded from the proceeds of dividends paid to
TSX by its Texscan subsidiary or subsidiaries acquired in the future. It is
the present policy of TSX's Board of Directors to retain any future earnings of
TSX to finance development of TSX's business and/or to retire any future debt.
No dividend payments are anticipated within the foreseeable future.
(1) The previous sentences are forward - looking statements, see "Company
Operations" at page one for assumptions and risk factors that may affect
actual results.
21
<PAGE> 24
The Company believes it will continue to be able to obtain borrowing necessary
to meet its future cash needs should it continue to operate profitably.
The Company has no commitments for capital expenditures for amounts which are
not comparable to commitments made in prior fiscal years in the ordinary course
of business.
BANK REVOLVING CREDIT AGREEMENT: Effective September 15, 1995, the Company has
a bank Revolving Credit Agreement (the "Credit Agreement") which permits
borrowings of up to $9.0 million bearing interest at a minimum floating prime
to a maximum of prime plus 0.5%, determined by the Company's debt to tangible
net worth ratio, secured under a borrowing base formula by the Company's
inventory and accounts receivable, and expiring August 31, 1996. The Credit
Agreement contains various covenants and conditions which are customary in
transactions of this type and, in particular, prohibit the purchase or
redemption of the Company's common stock or the payment of dividends or any
other distributions to stockholders; prohibit debt- financed acquisitions
without the prior consent of the Bank, unless the debt is subordinated to
indebtedness to the Bank, or acquisitions in which the Company is not the
surviving entity; and provide for certain minimum net worth and financial
ratios requirements. The Company was in compliance with such covenants at
April 30, 1996 and has to date made no borrowings whatsoever under the Credit
Agreement. The Company will seek a one year extension of the Credit Agreement
on substantially the same terms and believes the extension will be obtained
although the Bank presently is not committed to do so.
IMPACT OF INFLATION: The Company was not materially affected by inflation
during fiscal 1996, 1995, and 1994.
22
<PAGE> 25
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
23
<PAGE> 26
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Stockholders
TSX Corporation:
We have audited the consolidated financial statements of TSX Corporation and
subsidiary as listed in Item 14(a)(1) of the Annual Report on Form 10-K. In
connection with our audits of the consolidated financial statements, we also
have audited the financial statement schedule as listed in Item 14(a)(2) of the
Annual Report on Form 10-K. These consolidated financial statements and
financial statement schedule are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements and financial statement schedule based on our audits.
We conducted our audits 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 audits provide a reasonable basis
for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of TSX Corporation and
subsidiary as of April 30, 1996 and 1995, and the results of their operations
and their cash flows for each of the years in the three-year period ended April
30, 1996, in conformity with generally accepted accounting principles. Also,
in our opinion, the related financial statement schedule, when considered in
relation to the basic consolidated financial statements taken as a whole,
presents fairly, in all material respects, the information set forth therein.
KPMG PEAT MARWICK LLP
El Paso, Texas
June 17, 1996
24
<PAGE> 27
CONSOLIDATED BALANCE SHEETS
TSX CORPORATION AND SUBSIDIARY
ASSETS
<TABLE>
<CAPTION>
April 30
--------
1996 1995
-------- --------
(Expressed in Thousands,
Except Share Data)
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents .............................. $ 21,688 7,294
Trade and other receivables, less allowances of $335
at April 30, 1996 and $246 at April 30, 1995 ......... 19,645 10,997
Inventories, net ....................................... 12,041 10,817
Other current assets ................................... 853 940
Income tax receivable .................................. -- 2,900
Deferred income tax, net ............................... 959 --
-------- --------
TOTAL CURRENT ASSETS ............................... 55,186 32,948
PROPERTY, PLANT AND EQUIPMENT, NET ...................... 9,192 7,628
DEFERRED INCOME TAX, NET ................................ 3,813 --
OTHER ASSETS, NET ....................................... 886 960
-------- --------
$ 69,077 41,536
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable .......................................... $ 3,545 3,388
Warranty reserve .......................................... 169 315
Accrued expenses:
Salaries, wages and commissions ......................... 1,730 1,843
Reorganization reserve .................................. -- 321
Taxes payable ........................................... 3,841 1,500
Restructure reserve ..................................... 108 108
Deferred income tax, net ................................ 2,336 --
Other ................................................... 1,431 1,386
-------- --------
TOTAL CURRENT LIABILITIES ............................. 13,160 8,861
DEFERRED INCOME TAX, NET ................................... 6 --
-------- --------
TOTAL LIABILITIES ..................................... 13,166 8,861
-------- --------
COMMITMENTS AND CONTINGENCIES .............................. -- --
STOCKHOLDERS' EQUITY
Preferred stock, $.01 par value, authorized 10,000,000
shares, none issued and outstanding ................... -- --
Common stock, $.01 par value, authorized 20,000,000
shares, 15,350,615 issued and outstanding at
April 30, 1996 and 14,356,197 at April 30, 1995 ....... 154 144
Additional paid-in capital ................................ 34,487 27,635
Retained earnings from December 11, 1987 ................ 21,469 5,095
Cumulative foreign currency adjustment .................. (199) (199)
-------- --------
55,911 32,675
-------- --------
$ 69,077 41,536
======== ========
</TABLE>
See Notes to Consolidated Financial Statements.
25
<PAGE> 28
CONSOLIDATED STATEMENTS OF OPERATIONS
TSX CORPORATION AND SUBSIDIARY
<TABLE>
<CAPTION>
Years Ended April 30
--------------------
1996 1995 1994
------------ ------------ ------------
(Expressed in Thousands
Except Share Data)
<S> <C> <C> <C>
Net sales ................................................. $ 92,640 72,421 37,681
Cost of sales ............................................. 52,620 42,350 25,548
------------ ------------ ------------
Gross profit .............................................. 40,020 30,071 12,133
Engineering, research and development expenses ............ 3,640 2,789 2,216
Selling and administrative expenses ....................... 15,124 12,566 8,683
Unusual item of income .................................... -- -- (759)
------------ ------------ ------------
INCOME FROM OPERATIONS .................................. 21,256 14,716 1,993
Interest income ........................................... 649 231 23
Interest expense .......................................... -- (293) (1,712)
Other income net of other expense ......................... 131 75 74
Foreign currency exchange gain (loss) ..................... 16 (271) (134)
------------ ------------ ------------
INCOME FROM CONTINUING OPERATIONS BEFORE
EXTRAORDINARY GAIN AND PROVISION FOR INCOME
TAXES ................................................. 22,052 14,458 244
Provision for income taxes ................................ 5,674 6,006 199
------------ ------------ ------------
INCOME FROM CONTINUING OPERATIONS BEFORE
EXTRAORDINARY GAIN .................................... 16,378 8,452 45
Discontinued operations:
INCOME FROM DISCONTINUED OPERATIONS (LESS
PROVISION FOR INCOME TAXES OF $80) ................... -- -- 156
LOSS ON DISPOSAL OF DISCONTINUED OPERATIONS (LESS
INCOME TAX BENEFIT OF $165) ........................... -- -- (320)
------------ ------------ ------------
INCOME (LOSS) BEFORE EXTRAORDINARY GAIN ................. 16,378 8,452 (119)
Extraordinary gain - early extinguishment of debt
(less provision for income taxes of $272) ............... -- -- 527
------------ ------------ ------------
NET INCOME .............................................. $ 16,378 8,452 408
============ ============ ============
Per share data -- fully diluted
Income from continuing operations before extraordinary gain $ 1.02 0.55 0.01
Loss from discontinued operations ......................... -- -- (0.02)
Extraordinary gain - early extinguishment of debt ......... -- -- 0.06
------------ ------------ ------------
Net income per share ...................................... $ 1.02 0.55 0.05
============ ============ ============
Weighted average shares and common stock
equivalents outstanding ................................. 16,068,947 15,302,142 7,859,805
============ ============ ============
</TABLE>
See Notes to Consolidated Financial Statements.
26
<PAGE> 29
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
TSX CORPORATION AND SUBSIDIARY
(Expressed in Thousands Except Share Data)
<TABLE>
<CAPTION>
Additional Retained Foreign
Common Stock Paid-in Earnings Currency
Shares Amount Capital (Deficit) Translation Total
---------- ---------- ---------- ---------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
Balances at April 30, 1993 6,585,675 $ 66 7,771 (3,718) (304) 3,815
Issuance of stock to Tele-
Communications, Inc. for cash 6,327,000 63 12,370 (42) -- 12,391
Charge in lieu of tax -- -- 167 -- -- 167
Foreign currency translation
adjustment -- -- -- -- 19 19
Net income -- -- -- 408 -- 408
---------- ---------- ---------- ---------- ---------- ----------
Balances at April 30, 1994 12,912,675 129 20,308 (3,352) (285) 16,800
Stock options/warrants exercised 1,443,522 15 2,614 (5) -- 2,624
Charge in lieu of tax -- -- 255 -- -- 255
Foreign currency translation
adjustment -- -- -- -- 86 86
Tax benefit related to exercise of
stock options/warrants -- -- 4,458 -- -- 4,458
Net income -- -- -- 8,452 -- 8,452
---------- ---------- ---------- ---------- ---------- ----------
Balances at April 30, 1995 14,356,197 144 27,635 5,095 (199) 32,675
Stock options/warrants exercised 994,418 10 1,550 (4) -- 1,556
Charge in lieu of tax -- -- 2,044 -- -- 2,044
Tax benefit related to exercise
of stock options/warrants -- -- 3,258 -- -- 3,258
Net income -- -- -- 16,378 -- 16,378
---------- ---------- ---------- ---------- ---------- ----------
Balances at April 30, 1996 15,350,615 $ 154 34,487 21,469 (199) 55,911
========== ========== ========== ========== ========== ==========
</TABLE>
See Notes to Consolidated Financial Statements.
27
<PAGE> 30
CONSOLIDATED STATEMENTS OF CASH FLOWS
TSX CORPORATION AND SUBSIDIARY
<TABLE>
<CAPTION>
Years Ended April 30,
-----------------------
1996 1995 1994
-------- -------- --------
<S> <C> <C> <C>
OPERATING ACTIVITIES (Expressed in Thousands Except Share Data)
Net income .................................................. $ 16,378 8,452 408
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization ........................... 1,433 1,327 970
Charge in lieu of income tax and benefit related
to exercise of stock options and warrants ............... 5,302 4,713 167
Loss on sale of property, plant and equipment ........... 12 30 20
Gain on early extinguishment of debt, net ............... -- -- (527)
Discontinued operations ................................. -- -- 164
Provision (credit) for losses on accounts receivable .... 132 142 (73)
Foreign currency exchange (gain) loss ................... (16) 271 134
Net change in deferred income taxes net of
changes in the reserve .................................. (2,430) -- --
Changes in operating assets and liabilities:
Increase in trade and other receivables ................. (8,780) (3,707) (1,192)
(Increase) decrease in income tax receivable ............ 2,900 (2,900) --
(Increase) decrease in inventories and other
current assets .......................................... (1,137) (4,576) 1,213
(Increase) decrease in other assets ..................... 74 (748) 542
Increase (decrease) in accounts payable and
accrued expenses ........................................ 1,963 2,172 (1,206)
-------- -------- --------
Net cash provided by continuing operations .............. 15,831 5,176 620
Net cash provided by discontinued operations ............ -- -- 83
-------- -------- --------
Net cash provided by operating activities ............... 15,831 5,176 703
INVESTING ACTIVITIES
Purchases of property, plant and equipment ................ (3,009) (3,210) (818)
Proceeds from sale of discontinued operations ............. -- 3,199 --
Discontinued operations purchases of property, plant,
and equipment ............................................. -- -- (96)
-------- -------- --------
Net cash and cash equivalents used by
investing activities ...................................... (3,009) (11) (914)
FINANCING ACTIVITIES
Extinguishment of short-term borrowing .................... -- (4,609) --
Proceeds from short-term borrowing ........................ -- -- 4,609
Early extinguishment of long-term debt .................... -- -- (16,373)
Proceeds from issuance of common stock .................... 1,556 2,624 12,391
-------- -------- --------
Net cash and cash equivalents provided (used) by
financing activities ...................................... 1,556 (1,985) 627
Effect of exchange rate changes on cash
and cash equivalents ........................................ 16 (572) 21
-------- -------- --------
Increase in cash and cash equivalents ..................... 14,394 2,608 437
Cash and cash equivalents at beginning of year ............ 7,294 4,686 4,249
-------- -------- --------
Cash and cash equivalents at end of year .................. $ 21,688 7,294 4,686
======== ======== ========
</TABLE>
See Notes to Consolidated Financial Statements.
28
<PAGE> 31
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
TSX CORPORATION AND SUBSIDIARY
NOTE A -- SUMMARY OF ACCOUNTING POLICIES
Description of Business: TSX Corporation (TSX Corporation together with its
Texscan subsidiary and subsidiaries and divisions thereto hereinafter the
"Company" or "TSX") designs and produces products and services for the Cable
Television ("CATV") industry primarily for the United States, Europe, the
Pacific Rim, and South America. Two areas of the CATV industry are served by
the Company, namely:
a) The Company designs and manufactures a broad line of cable television
distribution electronics and related products (CATV fiber and RF
distribution segment) which are primarily produced at its plant in Cd.
Juarez, Mexico and markets these products primarily in the United States,
Europe, the Pacific Rim, and South America.
b) The Company designs and manufactures advertising insertion electronics
(advertising insertion segment) at its facility in Salt Lake City, Utah,
and markets these products to cable television operators primarily in the
United States, South Korea, and Europe.
Through the year ended April 30, 1994, the Company also provided large scale
fiber optic systems to general contractors serving government-operated
roadways, subways, and railways primarily in Europe. The Company designed,
project managed and installed these systems - Systems Integration Segment -
from its facility in Bolton, U.K. These products and services were marketed in
Europe and in the Middle East. In April, 1994, the Company adopted a plan to
sell its systems integration segment, and effective June 2, 1994, the net
assets of the segment were sold. Accordingly, the systems integration segment
is reported as discontinued operations at April 30, 1994.
The Company also markets products for the cable television industry
manufactured by others and markets its character generators and video insertion
equipment to non-CATV industrial markets.
Principles of Consolidation: The consolidated financial statements include the
accounts of its subsidiaries. All significant intercompany accounts and
transactions have been eliminated in consolidation.
Foreign Currency Translation: The functional currency of the Company's United
Kingdom and Mexico subsidiaries is the U.S. dollar. During the second quarter
ended October 29, 1994, the Company recognized a change in the functional
currency of its United Kingdom subsidiary from the local currency to the U.S.
dollar, as cash flows of this entity were increasingly denominated in the U.S.
dollar. Accordingly, monetary assets and liabilities are remeasured at
year-end exchange rates and non-monetary assets and liabilities at historical
rates. Monetary income and expense accounts are remeasured at the average rate
in effect during the year; non-monetary accounts are remeasured using
historical rates.
29
<PAGE> 32
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
TSX CORPORATION AND SUBSIDIARY
NOTE A -- SUMMARY OF ACCOUNTING POLICIES -- CONTINUED
Changes in exchange rates which affect cash flows and the related receivables
and payables are recognized as gains and losses in the determination of net
earnings.
Use of Estimates: The preparation of the 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 revenues and expenses
during the reporting period. Actual results could differ from those estimates.
Inventories: Inventories are stated at the lower of cost (first-in, first-out
method) or market.
Revenue Recognition: Sales from continuing operations are recorded as
products are shipped and services are rendered.
The Company used the percentage-of-completion method of accounting for its
discontinued systems integration segment contracts.
Warranty: The Company's products are under warranty against defects for
periods up to three years. The Company has established an accrual for these
future warranty costs.
Property, Plant and Equipment: Property, plant and equipment are recorded at
cost. The cost of assets retired or otherwise disposed of, together with the
accumulated depreciation provided thereon, is relieved from the appropriate
asset and accumulated depreciation accounts. Any gain or loss resulting from
these transactions is reflected in earnings. Depreciation and amortization are
provided using the straight-line method over the estimated useful lives of the
assets as follows: buildings, 20-30 years; machinery and equipment (including
tooling), 3-15 years; leasehold improvements, over the shorter of the
respective lease term or asset life. In conjunction with the
quasi-reorganization on December 10, 1987, the book value of property, plant
and equipment was adjusted to fair market value.
Engineering, Research and Development Costs: Engineering, research and
development costs are expensed as incurred.
Income Taxes: The Company adopted the asset and liability method of accounting
for income taxes under Financial Accounting Standard No. 109 (FAS No. 109)
effective May 1, 1993. TSX previously accounted for income taxes under the
provisions of Financial Accounting Standard No. 96 (FAS No. 96). Under FAS 109
and FAS 96 deferred taxes are provided for temporary differences in the
recognition of income and expense for financial accounting and tax reporting
purposes.
30
<PAGE> 33
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
TSX CORPORATION AND SUBSIDIARY
NOTE A -- SUMMARY OF ACCOUNTING POLICIES -- CONTINUED
Prior to the quarter ended January 27, 1996, a valuation allowance had been
recognized to offset all net deferred tax assets. The benefits associated with
these deferred tax assets had not been recognized due to a lack of history of
taxable earnings and uncertainties surrounding the utilization of the related
deductions and net operating loss carryforwards.
The Company will continue to review the deferred tax asset valuation allowance
on a quarterly basis and make adjustments as appropriate.
Net Income Per Share: Net income per share is computed by dividing net income
by the weighted average number of shares and common stock equivalents
outstanding each year. Common stock equivalents represent the dilutive effect
of the assumed exercise of certain outstanding stock options, warrants issued
to Allen and Company and TSX Corporation warrants issued when TSX was formed.
The difference between shares for primary and fully diluted net income per
share was not significant in any year.
Stock-Based Employee Compensation: The Company accounts for stock-based
compensation plans utilizing the provisions of Accounting Principles Board
Opinion No. 25 (APB 25), "Accounting for Stock Issued to Employees." During
October 1995, the Financial Accounting Standards Board (FASB) issued FAS No.
123, "Accounting for Stock-Based Compensation." As allowed by FAS No. 123,
TSX will continue to apply the provisions of APB 25 to their stock-based
employee compensation arrangements, while providing the required supplemental
footnote disclosures in the fiscal year beginning May 1, 1996. As such, there
will be no financial statement impact from adoption.
Stock Split: On June 5, 1996, the Company's Board of Director's authorized a
three-for-two stock split effected in the form of a stock dividend to
stockholders of record on the close of business at June 28, 1996.
Stockholders' equity has been restated to give retroactive recognition to the
stock split for all periods presented by reclassifying from retained earnings
to common stock the par value of the additional shares. In addition, all
references in the financial statements to number of shares, per share amounts,
stock option data, and market prices of the Company's common stock have been
retroactively restated to reflect the increased number of common shares
outstanding.
Quasi-Reorganization: On November 22, 1985, Texscan Corporation filed a
voluntary petition for reorganization under Chapter 11.
Texscan Corporation accounted for its reorganization as a
"quasi-reorganization." The cancellation of the old, no-par value common stock
pursuant to the quasi-reorganization was recorded at December 10, 1987, at the
same time the issuance of the $.01 par value new common stock was recorded.
In accordance with quasi-reorganization accounting, the retained earnings
deficit of $78 million at December 10, 1987 was charged to additional paid-in
capital. Carrying values of certain assets and liabilities were adjusted
to their
31
<PAGE> 34
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
TSX CORPORATION AND SUBSIDIARY
NOTE A -- SUMMARY OF ACCOUNTING POLICIES -- CONTINUED
estimated fair market values at December 10, 1987, resulting in a net write
down of approximately $1.25 million.
Cash Equivalents: The Company considers all highly liquid debt instruments
purchased with an original maturity of three months or less to be cash
equivalents.
Restricted Cash: At April 30, 1996, the Company has $0.6 million of investments
in mutual funds and annuities classified as a non-current asset to fund a
supplemental retirement plan. Under the supplemental retirement plan, the
Company's use of the funding is restricted.
Retirement Plans: The Company has a 401(k) retirement plan (the "Plan") which
is available to all U.S. employees who are subject to U.S. income tax and have
completed six months of service and attained the age of twenty-one years. The
Company has the option to match employee contributions in any year based on a
formula defined in the Plan. Employees vest in employer contributions at the
rate of 20% each year starting with the end of the first year of participation.
The Company maintains employment agreements with its executive officers which
provide for certain benefits including a Supplemental Employee Retirement Plan
for the chief executive only, death benefits, insurance, certain benefits in
event of a change-in-control, and compensation. Liabilities, as appropriate,
have been included in the accompanying consolidated financial statements.
Accounting for Asset Impairment: During March 1995, the FASB issued FAS No.
121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of." The Company is required to adopt FAS No. 121 in the
fiscal year beginning May 1, 1996. FAS No. 121 requires that long-lived assets
and certain identifiable intangibles to be held and used by an entity be
reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. The adoption of
FAS No. 121 is not expected to have a material adverse impact on the Company's
financial position or the results of its operations at the time of adoption.
Fair Value of Financial Instruments: FAS No. 107, "Disclosure About Fair Value
of Financial Instruments," requires the Company to disclose the estimated fair
values of its financial instruments. The Company has determined that cash and
cash equivalents, trade and other receivables, accounts payable, and accrued
expenses meet the definition of financial instruments. Because of the short
maturity of these items, the fair value approximates the carrying value.
Reclassifications: Certain of the 1995 and 1994 amounts in the consolidated
financial statements and notes to the consolidated financial statements have
been reclassified to conform to the 1996 presentation.
32
<PAGE> 35
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
TSX CORPORATION AND SUBSIDIARY
NOTE B -- INVENTORIES
Inventories at April 30, 1996 and 1995 consisted of:
<TABLE>
<CAPTION>
1996 1995
-------- --------
(In Thousands)
<S> <C> <C>
Raw material ................. $ 7,946 7,309
Work in progress ............. 2,453 2,042
Finished goods ............... 4,336 4,446
-------- --------
14,735 13,797
Reserves ..................... (2,694) (2,980)
-------- --------
$ 12,041 10,817
======== ========
</TABLE>
Inventory reserves have been provided for excess inventory, obsolete inventory
and differences between inventory cost and its net realizable value.
NOTE C -- PROPERTY, PLANT AND EQUIPMENT
At April 30, 1996 and 1995, property, plant and equipment included the
following major classifications:
<TABLE>
<CAPTION>
1996 1995
-------- --------
<S> <C> <C>
Land .................................. $ 726 726
Buildings and improvements ............ 6,260 4,871
Equipment, furniture, and other ....... 11,715 10,113
-------- --------
18,701 15,710
Accumulated depreciation and
amortization .......................... (9,509) (8,082)
-------- --------
$ 9,192 7,628
======== ========
</TABLE>
The provision for depreciation and amortization charged to expense for 1996,
1995, and 1994 was $1.4 million, $1.3 million and $1.0 million, respectively .
NOTE D -- LEASE COMMITMENTS
The Company operates in some leased facilities and leases certain equipment and
machinery. TSX has classified these leases as operating leases. The aggregate
minimum rental commitments under these operating leases at April 30, 1996 are
as follows:
<TABLE>
<CAPTION>
Rent
-------------
(In Thousands)
<S> <C>
1997 . . . . . . . . . . . . . . . . . $ 58
1998 . . . . . . . . . . . . . . . . . 42
1999 . . . . . . . . . . . . . . . . . 2
----
$102
====
</TABLE>
Rentals charged to expense for 1996, 1995, and 1994 were $0.3 million, $0.3
million and $0.4 million, respectively.
33
<PAGE> 36
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
TSX CORPORATION AND SUBSIDIARY
NOTE E -- DEBT AND SHORT-TERM BORROWINGS
During the fourth quarter of fiscal 1994, the Company recorded an extraordinary
gain of $0.8 million ($0.5 million, after income taxes, or $0.06 per share) in
connection with the early extinguishment of the $16.9 million notes (the
"Debt"). Pursuant to the Repurchase and Sale Agreement dated as of March 11,
1994 among TSX and the noteholders TSX paid $14.6 million in full and final
consideration for the Company's obligations under the Debt, $1.7 million for
interest due on the Debt through the March 14, 1994 closing date, and $0.2
million for repurchase of noteholder warrants issued by TSX. Costs, including
unamortized loan origination costs, costs of raising capital, and various legal
and financial advisor fees were included in the determination of the
extraordinary gain.
The early extinguishment of the Debt was financed principally through newly
issued TSX common stock. In accordance with the Investment Agreement
(the "Investment Agreement") dated March 14, 1994 between TSX and Tele-
Communications, Inc. ("TCI"), TCI purchased from TSX 6,327,000 shares of TSX
common stock for a purchase price of approximately $12.4 million. The per
share price of the stock was the closing market price on the day immediately
preceding the transaction, such price being $1.959 per share. As part of the
Investment Agreement, TSX effected a short-term borrowing from TCI of $4.6
million pursuant to an unsecured promissory note (the "Note Payable") dated
March 14, 1994. The Note Payable was due 30 days after notice of demand with
interest at prime plus 1%. At April 30, 1994, the Note Payable unpaid
principal balance approximated $4.6 million. On January 17, 1995, TSX repaid
the Note Payable balance and accrued interest due totaling $4.9 million.
The Company has a bank Revolving Credit Agreement (the "Credit Agreement")
which permits borrowings of up to $9.0 million, bearing interest at a minimum
floating rate of prime to a maximum of prime plus 0.5% determined by the
Company's debt to tangible net worth ratio, secured under a borrowing base
formula by the Company's inventory and accounts receivable, and expiring August
31, 1996.
The Credit Agreement contains various covenants and conditions which are
customary in transactions of this type and which, in particular, prohibit the
purchase or redemption of the Company's common stock or the payment of
dividends or any other distributions to stockholders; prohibit debt-financed
acquisitions without the prior consent of the bank, unless the debt is
subordinated to indebtedness to the bank, or acquisitions in which the Company
is not the surviving entity; and provide for certain minimum net worth and
financial ratio requirements. The Company was in compliance with such
covenants at April 30, 1996 and has to date made no borrowings whatsoever under
the Credit Agreement.
No interest was paid for the fiscal year ended April 30, 1996. Interest paid
for the fiscal years ended April 30, 1995 and 1994 was $0.3 million and $1.7
million, respectively.
34
<PAGE> 37
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
TSX CORPORATION AND SUBSIDIARY
NOTE F -- STOCK OPTIONS, WARRANTS AND OTHER CONVERSION PRIVILEGES
As part of the April 29, 1993 formation of TSX, TSX has a long-term incentive
compensation program ("the Incentive Program"), and Directors stock option plan
("the Directors Plan").
The exercise price contained in these stock option plans and the Incentive
Program was not less than the fair market value at the date of the grants. For
the years ended April 30, 1996 and 1995, 219,420 and 598,140 options from the
Incentive Program were exercised, respectively, and 1,200 and 16,200 options
from the Directors Plan were exercised, respectively. For the year ended April
30, 1994, no options were exercised from these plans.
In connection with the Executive Officer Plan, options for 660,000 shares of
common stock at an exercise price of $1.00 per share were granted in 1988. The
excess of the fair value of the underlying shares at date of grant over the
option price was recorded as compensation over five years. For the years ended
April 30, 1996 and 1995, Executive Officer Plan options for 585,000 and 75,000
shares of common stock were exercised, respectively.
On September 21, 1994, the stockholders approved the March 14, 1994 grant to
TSX's Chief Executive Officer of common stock options to purchase 600,000
shares pursuant to a stock option agreement (the "Stock Option Agreement").
These options were granted at fair market value as of the date of the grant. As
of April 30, 1996, none of these options had been exercised.
At April 30, 1996, the number of shares of common stock under the Incentive
Program and the Directors Plan reserved for issuance upon exercise of options
granted were 485,706 and 282,600, respectively.
The following table summarizes the activity relating to the Company's stock
option plans for the years ended April 30, 1996, 1995, and 1994:
<TABLE>
<CAPTION>
1996 1995 1994
---------- ---------- ----------
<S> <C> <C> <C>
Options outstanding at beginning of the
year (number of shares) ................. 1,474,560 2,035,200 1,257,600
Granted ................................. 201,900 188,700 915,600
Exercised ............................... (805,620) (749,340) --
Forfeited ............................... -- -- (138,000)
---------- ---------- ----------
Options outstanding at end of year
(number of shares) ...................... 870,840 1,474,560 2,035,200
========== ========== ==========
Options exercisable at end of year
(number of shares) ...................... 870,840 1,474,560 1,484,940
Price range of outstanding options ...... $1.13--$15.83 $1.00--$11.50 $1.00 -- $4.43
</TABLE>
35
<PAGE> 38
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
TSX CORPORATION AND SUBSIDIARY
NOTE F -- STOCK OPTIONS, WARRANTS AND OTHER CONVERSION PRIVILEGES -- CONTINUED
In conjunction with the Company's fiscal 1996 and 1995 grants of additional
stock options under the Incentive Program and the Stock Option Agreement, TCI
was granted stock options (the "TCI Options") to purchase 81,138 and 514,110
common shares, respectively, pursuant to TCI's preemptive rights contained in
the Investment Agreement. No TCI Options have been exercised. TCI options
were granted with substantially the same terms and conditions and at the same
option price as those granted under the aforementioned plans except that TCI
options granted in relation thereto were vested as issued. The Company is in
the process of negotiating option agreements with TCI for approximately 100,000
shares of common stock as part of TCI's preemptive rights.
Other Options and Warrants: On April 30, 1992, Allen & Company Incorporated
("Allen") was engaged as a strategic and financial advisor. In consideration
for Allen's services, on March 27, 1992, Allen received warrants to purchase
900,000 shares of common stock at a price of $1.50 (fair market value at the
date of issuance) per share. In the fiscal years ended April 30, 1996 and
1995, 60,900 and 839,100 warrants were exercised, respectively.
NOTE G -- INCOME TAXES
TSX adopted the asset and liability method of accounting for income taxes under
Financial Accounting Standards (FAS) No. 109, effective May 1, 1993. Under
FAS No. 109, deferred tax assets are recognized for the expected future benefit
of net operating loss carryforwards and items for which expenses have been
recognized for financial statement purposes, but that are expected to be
deductible for tax purposes in a future period, to the extent they are
considered realizable.
Prior to the quarter ended January 27, 1996, a valuation allowance had been
recognized to offset all net deferred tax assets.
During the quarter ended January 27, 1996, management determined that earnings
of the Company would more likely than not be sufficient to realize deferred tax
assets of $3.8 million. Accordingly, a valuation allowance reduction was
recorded as a $2.5 million reduction in tax expense and a $1.3 million credit
to equity. The net impact of the valuation allowance reduction, and a one time
third quarter $0.5 million state tax provision recorded by the Company,
increased the quarter net income by $2.0 million or $0.12 per share. The
valuation allowance was also reduced $0.8 million in the quarter ended April
30, 1996 as a credit to equity. The valuation allowance was reduced to the
extent deferred tax assets are expected to be realizable over the subsequent
three years as a result of fiscal 1996 taxable earnings. The Company will
continue to review the deferred tax asset valuation allowance on a quarterly
basis and make adjustments as appropriate.
Certain subsidiaries which are consolidated for financial reporting purposes
are not eligible to be included in the consolidated U.S. federal income tax
return and separate provisions for income taxes have been determined for these
entities in accordance with FAS No. 109.
36
<PAGE> 39
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
TSX CORPORATION AND SUBSIDIARY
NOTE G -- INCOME TAXES -- CONTINUED
TSX intends to reinvest the earnings of its non-U.S. subsidiaries and postpone
their remittance indefinitely. Accordingly, no provision for U.S. income taxes
was required on such earnings during the three-year period ended April 30,
1996. It is not practicable to estimate the tax liabilities which would result
upon such repatriation.
The Company is in the process of establishing a legal structure to take
advantage of lower income tax rates available in certain countries having tax
treaties with the U.S. The Company anticipates establishing a subsidiary in a
country with a tax rate substantially lower than the U.S., the effect of which
is likely to be a reduction of the Company's tax rate.
Under FAS No. 109, TSX charges its operations with income tax expense to the
extent that the domestic portion of its profits before tax are offset by tax
loss carryforwards existing prior to the Company's December 10, 1987 quasi-
reorganization, and records a credit to paid-in capital. While this has no
effect on the total equity of TSX, it reduced net income by this charge in lieu
of tax which aggregated $0.4 million, $0.3 million and $0.2 million for the
years ended April 30, 1996, 1995, and 1994, respectively. The $0.4 million
recognized in fiscal 1996 is included in the charge in lieu of tax on the
accompanying consolidated statements of stockholders' equity which also
includes the equity effect of the fiscal 1996 valuation allowance reduction.
The Company had no foreign net operating loss carryforwards at the date of the
Company's quasi-reorganization that require such treatment.
The exercise of non-qualified stock options and warrants results in a reduction
of state and federal income tax for the Company related to the difference
between the market price at the date of exercise and the exercise price. Such
benefits which aggregated $3.3 million and $4.5 million during 1996 and 1995,
respectively, are credited to additional paid-in capital.
The provision for income taxes on income from continuing operations before
extraordinary gain for the years ended April 30, 1996, 1995, and 1994 consisted
of:
<TABLE>
<CAPTION>
1996 1995 1994
-------- -------- ------
U. S. Federal and state: (in thousands)
<S> <C> <C> <C>
Current $ 2,904 1,091 25
Deferred (1,915) (234) --
Charge in lieu of tax and benefit related
to exercise of stock options/warrants 5,302 4,713 167
Foreign:
Current 233 674 7
Deferred (850) (238) --
-------- -------- ------
$ 5,674 6,006 199
======== ======== ======
</TABLE>
37
<PAGE> 40
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
TSX CORPORATION AND SUBSIDIARY
NOTE G -- INCOME TAXES -- CONTINUED
The differences between the provision for income tax on income from continuing
operations before extraordinary gain and tax computed at the U.S. federal
statutory rate of 35% for the years ended April 30, 1996 and 1995, and 34% for
the year ended April 30, 1994 consist of:
<TABLE>
<CAPTION>
1996 1995 1994
-------- -------- --------
(in thousands)
<S> <C> <C> <C>
Tax provision at statutory rate $ 7,718 5,060 83
State tax provision 378 600 --
Valuation allowance reduction for deferred tax assets (2,533) -- --
Utilization of foreign net operating loss carryforwards -- (238) --
Other, net 111 584 116
-------- -------- --------
$ 5,674 6,006 199
======== ======== ========
</TABLE>
Consolidated income from continuing operations before extraordinary gain and
provision for income taxes for fiscal years 1996, 1995, and 1994 included $2.2
million, $1.6 million, and ($0.2 million), respectively, resulting from foreign
operations.
The Company had U.S. and foreign net operating loss carryforwards expiring as
follows (in thousands):
<TABLE>
<CAPTION>
U.S. Foreign
Amount Amount Expiration Date
------ ------ ---------------
<S> <C> <C>
$ -- 6,761 2000
5,493 -- 2001
1,099 -- 2002
1,099 -- 2003
1,099 -- 2004
501 -- 2006
2,793 -- 2007
1,099 -- 2008
1,099 -- 2009
--------- ------
$ 14,282 6,761
========= ======
</TABLE>
The actual amount of loss and credit carryforwards that will be available to
offset future taxable income may be subject to change depending upon the tax
laws in effect in the years in which the carryforwards are used and may be
further limited in subsequent years should future changes in ownership take
place as defined in the Tax Reform Act of 1986. The Company also had a loss
carryforward for alternative minimum tax (AMT) purposes of approximately $14.3
million at April 30, 1996 that could be used to offset up to 90% of future
alternative minimum taxable income. The AMT loss carryforwards expire as shown
in the table above.
38
<PAGE> 41
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
TSX CORPORATION AND SUBSIDIARY
NOTE G -- INCOME TAXES -- CONTINUED
April 30, 1996 and 1995 net deferred tax assets are comprised of the following
elements:
<TABLE>
<CAPTION>
Deferred tax assets: 1996 1995
-------- --------
(in thousands)
<S> <C> <C>
U.S. Federal and state:
Accounts receivable, due to allowance for
doubtful accounts $ 83 62
Inventories, due to reserves 962 1,157
Plant and equipment, principally due to reserves 227 344
Deferred compensation 227 368
Accrued liabilities, principally due to reserves 412 880
Net operating loss carryforward 4,999 5,883
State:
Net operating loss carryforward 652 783
Foreign:
Plant and equipment, due to depreciation
differences -- 31
Accrued liabilities, principally due to reserves 57 58
Net operating loss carryforwards 2,299 36
Asset tax carryforward 456 409
-------- --------
Total gross deferred tax assets 10,374 10,011
-------- --------
Deferred tax liabilities:
U.S. Federal -- --
State -- --
Foreign
Inventories, due to tax basis 3,097 --
Plant and equipment, due to depreciation
differences 31 --
-------- --------
Total gross deferred tax liabilities 3,128 --
-------- --------
Net deferred tax assets 7,246 10,011
Less valuation allowance 4,816 10,011
-------- --------
$ 2,430 --
======== ========
</TABLE>
NOTE H -- UNUSUAL ITEMS
The Company recognized unusual income of $0.8 million during fiscal 1994
resulting from adjustments recorded to reverse the fiscal 1993 restructure
provision in excess of actual requirements. At April 30, 1996, 1995, and 1994,
the provision remaining was approximately $0.1 million, $0.1 million and $0.2
million, respectively.
39
<PAGE> 42
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
TSX CORPORATION AND SUBSIDIARY
NOTE I -- SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
(In thousands, except per share data)
<TABLE>
<CAPTION>
FISCAL YEAR 1996
----------------
QUARTER ENDED:
--------------
July 29, 1995 Oct. 28, 1995 Jan. 27, 1996 Apr. 30, 1996
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Net Sales ............... $20,327 23,998 21,557 26,758
Gross Profit ............ 9,066 10,447 9,357 11,150
Net Income .............. $ 3,202 3,734 4,908 4,534
======= ======= ======= =======
Net Income per Share .... $ 0.20 0.23 0.31 0.28
======= ======= ======= =======
</TABLE>
<TABLE>
<CAPTION>
FISCAL YEAR 1995
----------------
QUARTER ENDED:
--------------
July 30, 1994 Oct. 29, 1994 Jan. 28, 1995 Apr. 30, 1995
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Net Sales ............... $13,901 18,573 18,502 21,445
Gross Profit ............ 5,249 7,118 7,671 10,033
Net Income .............. $ 1,209 1,758 2,289 3,196
======= ======= ======= =======
Net Income per Share .... $ 0.08 0.11 0.15 0.21
======= ======= ======= =======
</TABLE>
NOTE J -- BUSINESS SEGMENTS
During fiscal 1996, the Company operated in two industry segments.
The Company's principal business is its CATV fiber and RF distribution segment.
The Company's advertising insertion segment sells and manufactures video and
data insertion equipment to primarily the CATV industry, but also to other
industrial markets.
On June 2, 1994, the Company sold the net assets of its systems integration
segment. The systems integration segment is reported as discontinued
operations and excluded from the industry segment and geographical area
disclosures that follow. Activity for the period from April 30, 1994 through
June 2, 1994 was included in fiscal 1994 financial statements.
The Company has production facilities in Cd. Juarez, Mexico for its CATV fiber
and RF distribution products. Net sales of products assembled in whole or in
part in Mexico, as a percent of total net sales, were 84%, 75%, and 71% in
1996, 1995, and 1994, respectively.
40
<PAGE> 43
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
TSX CORPORATION AND SUBSIDIARY
NOTE J -- BUSINESS SEGMENTS -- CONTINUED
The following tables reflect sales, operating income and other financial
information, net of intercompany eliminations, by business segment and
geographical area for the years 1996, 1995, and 1994. Corporate capital
expenditures and depreciation are minimal and are classified as part of the
CATV fiber and RF distribution segment information in the following business
segment disclosures.
Business Segment Information:
<TABLE>
<CAPTION>
1996 1995 1994
-------- -------- --------
(In Thousands)
<S> <C> <C> <C>
Net Sales:
Advertising Insertion $ 11,581 10,505 8,526
CATV Distribution 81,059 61,916 29,155
-------- -------- --------
$ 92,640 72,421 37,681
======== ======== ========
Income from Operations:
Advertising Insertion 1,010 30 339
CATV Distribution 23,888 16,494 2,566
Corporate (3,642) (1,808) (912)
-------- -------- --------
$ 21,256 14,716 1,993
======== ======== ========
Identifiable Assets:
Advertising Insertion 6,065 3,836 4,264
CATV Distribution 40,624 30,406 16,132
Corporate Assets 22,388 7,294 4,332
Discontinued Operations -- -- 3,553
-------- -------- --------
$ 69,077 41,536 28,281
======== ======== ========
Depreciation and Amortization:
Advertising Insertion 261 253 188
CATV Distribution 1,172 1,074 782
-------- -------- --------
$ 1,433 1,327 970
======== ======== ========
Capital Expenditures:
Advertising Insertion -- 242 185
CATV Distribution 3,009 2,968 633
-------- -------- --------
$ 3,009 3,210 818
======== ======== ========
</TABLE>
41
<PAGE> 44
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
TSX CORPORATION AND SUBSIDIARY
NOTE J -- BUSINESS SEGMENTS -- CONTINUED
Geographical Segment Information:
<TABLE>
<CAPTION>
1996 1995 1994
-------- -------- --------
(In Thousands)
<S> <C> <C> <C>
Net Sales:
U.S $ 85,777 60,805 35,063
Europe 6,863 11,616 2,618
-------- -------- --------
$ 92,640 72,421 37,681
======== ======== ========
Income from Operations:
U.S 20,744 12,957 1,655
Europe 512 1,759 338
-------- -------- --------
$ 21,256 14,716 1,993
======== ======== ========
Identifiable Assets:
U.S 49,727 20,046 12,666
Mexico 14,129 15,284 8,734
Europe 5,221 6,206 3,328
Discontinued Operations -- -- 3,553
-------- -------- --------
$ 69,077 41,536 28,281
======== ======== ========
</TABLE>
Sales by geographic segment are computed based upon the geographic segment in
which the sale originates and is not based upon destination or domicile of
customer.
Identifiable assets by segment are those assets that are used in the Company's
operations in each industry segment. Corporate assets are cash and cash
equivalents, trade and other receivables, deferred tax assets and other.
During fiscal 1996, 1995 and 1994, one U.S. customer which purchased equipment
from both the CATV fiber and RF distribution and advertising insertion segments
accounted for approximately 44%, 36% and 32% of the Company's net sales,
respectively (see Note L). One other U.S. customer (representing sales of
equipment for use in a Korean CATV system) purchased equipment from the CATV
fiber and RF distribution segment accounting for approximately 17% of the
Company's net sales during fiscal 1995. Additionally, one other U.S. customer
purchased equipment from the CATV fiber and RF distribution segment accounting
for approximately 14% of the Company's net sales during fiscal 1994.
42
<PAGE> 45
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
TSX CORPORATION AND SUBSIDIARY
NOTE K -- DISCONTINUED OPERATIONS
In April 1994, the Company adopted a plan to sell its systems integration
segment. Effective June 2, 1994, the net assets of the segment were sold.
Accordingly, the segment is reported as discontinued operations at April 30,
1994.
The sales price of the segment was approximately $3.0 million, less the cost of
the transaction.
The net after-tax loss on the divestiture was $0.3 million or $0.04 per share
for fiscal 1994. Net assets of approximately $3.2 million related to
discontinued operations were disposed of in fiscal 1995.
NOTE L - RELATED PARTIES
On March 14, 1994, Tele-Communications, Inc. (TCI) made an equity investment
and loaned money to TSX. TCI's equity investment was $12.4 million to purchase
6,327,000 newly issued shares of the Company at the then market price of $1.959
per share. These shares represented 49% of the total outstanding shares after
giving effect to the TCI investment. In addition, TCI loaned to the Company
$4.6 million in cash in the form of an unsecured short-term demand note at an
interest rate of prime plus 1%.
As part of an agreement signed in connection with the equity investment: (1)
TCI can provide two designees which will be elected to a five member TSX
Corporation Board; (2) TCI is given certain preemptive rights such that their
equity interest in TSX can be maintained at their discretion should TSX issue
additional shares or other securities instruments; and (3) certain significant
corporate actions by TSX may be taken only upon a super-majority approval of
4/5 of the TSX Board. The agreement provides that it shall terminate upon the
earlier of written consent of TSX and TCI, upon TCI holding less than 20% of
the outstanding common shares, or the twentieth anniversary of the agreement.
The agreement included no provision for TCI to commit to purchases of the
Company's goods and services.
On June 21, 1993, the Company executed a Master Purchase Agreement with TCI.
The term of the Agreement is from January 18, 1993 to December 31, 1996. The
Agreement establishes prices at which TCI can purchase a minimum of twenty
percent of TCI's total RF distribution and Optic/RF devices purchased by TCI
during the term of the Agreement; no penalties accrue to TCI should TCI not
purchase the dollar value agreed to. TCI is not obligated to purchase any
products, and the Company's obligation to sell to TCI at the prices stipulated
in the Agreement is conditioned upon TCI's purchasing at least 20% of the total
amount of certain specified CATV distribution equipment purchased by TCI each
year during the four year term.
43
<PAGE> 46
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
TSX CORPORATION AND SUBSIDIARY
NOTE L -- RELATED PARTIES -- CONTINUED
During fiscal 1996, 1995 and 1994, TCI purchased from both the Company's CATV
distribution and advertising insertion segments approximately 44%, 36% and 32%
of the Company's consolidated net sales from continuing operations,
respectively. At April 30, 1996 and 1995, the Company had a net trade
receivable outstanding of approximately $8.2 million and $2.8 million,
respectively, with TCI. The outstanding receivable at April 30, 1996 has been
substantially collected.
44
<PAGE> 47
ITEM 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
PART III
ITEM 10. Directors and Executive Officers of the Registrant
The information required by Item 10 is hereby incorporated by reference from
the Company's definitive proxy statement for the 1996 Annual Meeting of the
Stockholders to be filed pursuant to Regulation 14A with the Securities and
Exchange Commission (the "Commission") by no later than 120 days after April
30, 1996.
ITEM 11. Executive Compensation
The information required by Item 11 is hereby incorporated by reference from
the Company's definitive proxy statement for the 1996 Annual Meeting of
Stockholders to be filed pursuant to Regulation 14A with the Commission by no
later than 120 days after April 30, 1996.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management
The information required by Item 12 is hereby incorporated by reference from
the Company's definitive proxy statement for the 1996 Annual Meeting of
Stockholders to be filed pursuant to Regulation 14A with the Commission by no
later than 120 days after April 30, 1996.
ITEM 13. Certain Relationships and Related Transactions
The information required by Item 13 is hereby incorporated by reference from
the Company's definitive proxy statement for the 1996 Annual Meeting of
Stockholders to be filed pursuant to Regulation 14A with the Commission by no
later than 120 days after April 30, 1996.
45
<PAGE> 48
PART IV
ITEM 14. EXHIBITS.
Exhibits, Financial Statement Schedules and Reports on Form 8-K
<TABLE>
<CAPTION>
Page or
(a) Financial Statements Method of Filing
----------------
<S> <C> <C>
(1) Consolidated Financial Statements Included in
and Notes to Consolidated Financial Item 8 hereof
Statements of TSX Corporation and
Subsidiary including Balance Sheets
as of April 30, 1996 and 1995 and
related Statements of Operations,
Stockholders' Equity and Cash Flows
for each year in the three year
period ended April 30, 1996.
(2) Financial Statement Schedule. Page 51
Schedule II - Valuation and Qualifying
Accounts and Reserves as of and
for each year in the three year
period ended April 30, 1996.
</TABLE>
Schedules not listed above and columns within certain Schedules have been
omitted because of the absence of conditions under which they are required or
because the required material information is included in the Consolidated
Financial Statements included herein.
(3) Exhibits - See list of exhibits
under Paragraph (c) below.
(b) Reports on Form 8-K
During the fiscal quarter ended April 30, 1996, the Company did not
file any reports on Form 8-K.
(c) Exhibits
The following exhibits are filed as part of this Report.
<TABLE>
<CAPTION>
Exhibit No. Exhibit Description Method of Filing
- ----------- ------------------- ----------------
<S> <C> <C>
3(A) Articles of Incorporation Incorporated herein by reference
to Exhibit 3(A) to the Company's
Form 10-K dated April 30, 1994.
</TABLE>
46
<PAGE> 49
<TABLE>
<S> <C> <C>
3(B) Bylaws Incorporated herein by reference to Exhibit 3(B) to
the Company's Form 10-K dated April 30, 1994.
10(A)(1)1 Wm. H. Lambert Employment Incorporated herein by reference
Agreement dated May 1, 1995. to Exhibit 10(A)(1)1 to the
This Exhibit is a management Company's Form 10-K dated
contract or compensatory April 30, 1995.
plan or arrangement required
to be filed as an exhibit to this
report pursuant to item 14(c) of
this report.
10(A)(1)2 W. H. Lambert 1994 Stock Option Incorporated herein
Agreement dated March 14, 1994. by reference to Exhibit 10(A)(1)3
This Exhibit is a management to the Company's Form 10-K
contract or compensatory plan dated April 30, 1994.
or arrangement required to be
filed as an exhibit to this report
pursuant to item 14(c) of this report.
10(A)(2) Harold C. Tamburro Employment Incorporated herein by reference
Agreement dated May 1, 1995. to Exhibit 10(A)(2) to the
This Exhibit is a management Company's Form 10-K dated
contract or compensatory plan or April 30, 1995.
arrangement required to be filed as
an exhibit to this report pursuant to
item 14(c) of this report.
10(A)(3) George Fletcher Employment Incorporated herein by reference
Agreement dated May 1, 1995. to Exhibit 10(A)(3) to the
This Exhibit is a management Company's Form 10-K dated
contract or compensatory plan April 30, 1995.
or arrangement required to be
filed as an exhibit to this report
pursuant to item 14(c) of this
report.
10(B)(1)1 Lease Agreement-MSI Incorporated herein
Facility dated Feb. 3, 1987 by reference to Exhibit 10(B)(2)1
to the Company's Form S-4,
Registration No. 33-57506.
</TABLE>
47
<PAGE> 50
<TABLE>
<S> <C> <C>
10(B)(1)2 Lease Amendment-MSI Incorporated herein
Facility dated February 5, 1991 by reference to Exhibit 10(B)(2)2
to the Company's Form S-4,
Registration No. 33-57506.
10(C)(1)1 Investment Agreement dated Incorporated herein by
March 14, 1994 between reference to Exhibit 99.1
the Company and TCI to the Company's Form 8-K/A
dated March 14, 1994.
10(C)(1)2 Registration Rights Agreement Incorporated herein by
dated March 14, 1994 reference to Exhibit 99.2
between the Company and to the Company's Form 8-K/A
TCI dated March 14, 1994.
10(C)(1)3 Promissory Note dated March Incorporated herein by
14, 1994 in the original reference to Exhibit 99.3
principal amount of to Form 8-K/A
$4.6 million by the Company dated March 14, 1994.
to TCI.
10(C)(1)4 Stock Option Agreement dated Incorporated herein by reference
October 12, 1994 by and between to Exhibit 10(G)(1)4 to the
the Company and TCI granting Company's Form 10-K dated
preemptive rights stock options on April 30, 1995.
account of employee stock options
granted pursuant to Long-Term
Incentive Compensation Program.
10(C)(1)5 Stock Option Agreement dated Incorporated herein by reference
October 12, 1994 by and between to Exhibit 10(G)(1)5 to the
the Company and TCI granting Company's Form 10-K dated
preemptive rights stock options April 30, 1995.
on account of stock options granted
to William H. Lambert.
10(C)(1)6 Stock Option Agreement dated Filed herewith
October 6, 1995 by and between
the Company and TCI granting
preemptive rights stock options
on account of employee stock
options granted pursuant to
Long-Term Incentive
Compensation Program
</TABLE>
48
<PAGE> 51
<TABLE>
<S> <C> <C>
10(D)(1)1 The Company's Long-Term Incorporated herein by
Incentive Compensation Program. reference to Exhibit 4
This Exhibit is a management to the Company's Form S-8,
contract or compensatory plan Registration No.33-85002.
or arrangement required to be
filed as an exhibit to this report
pursuant to item 14(c) of this report.
10(D)(1)2 The Company's Directors Stock Incorporated herein by
Option Plan. This Exhibit is a reference to Exhibit 4
management contract or comp- to the Company's Form S-8,
ensatory plan or arrangement Registration No.33-84996.
required to be filed as an exhibit
to item 14(c) of this report.
10(E) TSX/Texscan - Compagnie Incorporated herein
Generale de Travaux et by reference to Exhibit 1
D'Installations Electriques S.A. to the Company's Form 8-K
dated June 2, 1994.
10(F)(1)1 Texas Commerce Bank - Incorporated herein by
Revolving Promissory Note reference to Exhibit 10(A)(1)
to the Company's Form 10-Q
dated Jan. 28, 1995.
10(F)(1)2 Texas Commerce Bank - Incorporated herein by
Credit Agreement reference to Exhibit 10(A)(2)
to the Company's Form 10-Q
dated Jan. 28, 1995.
10(F)(1)3 Texas Commerce Bank - Incorporated herein by
Negative Pledge Agreement reference to Exhibit 10(A)(3)
to the Company's Form 10-Q
dated Jan. 28, 1995.
10(F)(1)4 Texas Commerce Bank - Incorporated herein by
Continuing Guaranty reference to Exhibit 10(A)(4)
to the Company's Form 10-Q
dated Jan. 28, 1995.
10(F)(1)5 Texas Commerce Bank - Incorporated herein by
Continuing Guaranty reference to Exhibit 10(A)(5)
to the Company's Form 10-Q
dated Jan. 28, 1995.
</TABLE>
49
<PAGE> 52
<TABLE>
<S> <C> <C>
10(F)(1)6 Texas Commerce Bank - Incorporated herein by
Guarantee reference to Exhibit 10(A)(6)
to the Company's Form 10-Q
dated Jan. 28, 1995.
10(F)(1)7 Texas Commerce Bank - Incorporated herein by
Security Agreement-Accounts reference to Exhibit 10(A)(7)
to the Company's Form 10-Q
dated Jan. 28, 1995.
10(F)(1)8 Texas Commerce Bank - Incorporated herein by
Security Agreement-Accounts reference to Exhibit 10(A)(8)
to the Company's Form 10-Q
dated Jan. 28, 1995.
10(F)(1)9 Texas Commerce Bank - Incorporated herein by
Charge Over Book Debts reference to Exhibit 10(A)(9)
to the Company's Form 10-Q
dated Jan. 28, 1995.
10(F)(1)10 Texas Commerce Bank - Incorporated herein by
First Amendment to reference to Exhibit 10(A)(1)
Credit Agreement to the Company's Form 10-Q
dated October 28, 1995.
11 Statement re computation Filed herewith
of Per Share Earnings
21 Subsidiaries of Filed herewith
Registrant
23 Consent of KPMG Filed herewith
Peat Marwick LLP
24(A)(1) Power of Attorney Filed herewith
Talton R. Embry
24(A)(2) Power of Attorney Filed herewith
J. C. Sparkman
24(A)(3) Power of Attorney Filed herewith
Lewis Solomon
24(A)(4) Power of Attorney Filed herewith
Larry Romrell
27 Financial Data Schedule Filed herewith
</TABLE>
50
<PAGE> 53
TSX CORPORATION AND SUBSIDIARY
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
<TABLE>
<CAPTION>
Column A Column B Column C Column D Column E
----------------------- -------- ------------ -------- --------
Balance Charged to Charged to Balance
Beginning Costs and Other at End
Description of Year Expenses Accounts Deductions of Year
----------- ------- -------- -------- ---------- -------
<S> <C> <C> <C> <C> <C>
Allowance for Doubtful Accounts
For the year ended:
April 30, 1996 ...................... $ 246 132 (43) -- 335
April 30, 1995 ...................... 104 142 -- -- 246
April 30, 1994 ...................... 180 (70) -- 6(a) 104
Reserve for Warranty Costs
For the year ended:
April 30, 1996 ...................... 315 (146) -- -- 169
April 30, 1995 ...................... 142 173 -- -- 315
April 30, 1994 ...................... 376 144 -- 378(d) 142
Reserve for Write-down to Net Realizable
Value of Surplus Assets
For the year ended:
April 30, 1996 ...................... 814 -- -- -- 814
April 30, 1995 ...................... 814 -- -- -- 814
April 30, 1994 ...................... 815 -- -- 1(c) 814
Inventory Reserves
For the year ended:
April 30, 1996 ...................... 2,980 (286) -- -- 2,694
April 30, 1995 ...................... 1,890 1,090 -- -- 2,980
April 30, 1994 ...................... 1,702 776 -- 588(b) 1,890
Restructure Reserves
For the year ended:
April 30, 1996 ...................... 108 -- -- -- 108
April 30, 1995 ...................... 240 -- -- 132(d) 108
April 30, 1994 ...................... 2,083 -- -- 1,843(e) 240
Reorganization Reserves
For the year ended:
April 30, 1996 ...................... 321 (321) -- -- --
April 30, 1995 ...................... 321 -- -- -- 321
April 30, 1994 ...................... 175 146 -- -- 321
</TABLE>
(a) Uncollectible account written off, net of recoveries
(b) Reduction relating to sales and/or disposals
(c) Reduction relating to disposal of fixed assets
(d) Reduction due to change in estimate
(e) Reduction due to change in estimate, $759
51
<PAGE> 54
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
TSX CORPORATION
By: /s/Harold C. Tamburro
----------------------------
Harold C. Tamburro, Vice President
Secretary and Chief Financial Officer
Dated: July 22, 1996
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ William H. Lambert Chairman of the Board, July 22, 1996
- ------------------------
William H. Lambert Chief Executive Officer,
President, and Chief
Operating Officer
(Principal Executive
Officer) and Director
/s/Harold C. Tamburro Vice President - Finance July 22, 1996
- -----------------------
Harold C. Tamburro Chief Financial Officer
and Secretary (Principal
Financial and Accounting
Officer)
*Talton R. Embry Director July 22, 1996
- ----------------------
Talton R. Embry
*Larry E. Romrell Director July 22, 1996
- -----------------------
Larry E. Romrell
*Lewis Solomon Director July 22, 1996
- -----------------
Lewis Solomon
*J.C. Sparkman Director July 22, 1996
- ------------------
J. C. Sparkman
* By /s/ Harold C. Tamburro
------------------------
Harold C. Tamburro
ATTORNEY-IN-FACT
July 22, 1996
</TABLE>
52
<PAGE> 55
INDEX TO EXHIBITS
Certain of the following Exhibits are filed herewith, and certain of the
following Exhibits have heretofore been filed with the Securities and Exchange
Commission and, pursuant to Rules 12b-23 and 12b-32, are incorporated herein by
reference.
<TABLE>
<CAPTION>
<S> <C>
3(A) Articles of Incorporation
(Incorporated herein by reference to Exhibit 3(A) to the
Company's Form 10-K dated April 30, 1994).
3(B) Bylaws
(Incorporated herein by reference to Exhibit 3(B) to the
Company's Form 10-K dated April 30, 1994).
10(A)(1)1 Wm. H. Lambert Employment Agreement dated May 1, 1995
This Exhibit is a management contract or compensatory plan or
arrangement required to be filed as an exhibit to this report
pursuant to item 14(c) of this report (Incorporated herein by
reference to Exhibit 10(A)(1)1 to the Company's Form 10-K dated
April 30, 1995).
10(A)(1)2 W. H. Lambert 1994 Option Agreement dated March 14, 1994
This Exhibit is a management contract or compensatory plan or
arrangement required to be filed as an exhibit to this report
pursuant to item 14(c) of this report (Incorporated herein by
reference to Exhibit 10(A)(1)3 to the Company's Form 10-K dated
April 30, 1994).
10(A)(2) Harold C. Tamburro Employment Agreement dated May 1, 1995
This Exhibit is a management contract or compensatory plan or
arrangement required to be filed as an exhibit to this report
pursuant to item 14(c) of this report (Incorporated herein by
reference to Exhibit 10(A)(2) to the Company's Form 10-K dated
April 30, 1995).
10(A)(3) George Fletcher Employment Agreement dated May 1, 1995
This Exhibit is a management contract or compensatory plan or
arrangement required to be filed as an exhibit to this report
pursuant to item 14(c) of this report (Incorporated herein by
reference to Exhibit 10(A)(3) to the Company's Form 10-K dated
April 30, 1995).
10(B)(1)1 Lease Agreement-MSI Facility dated Feb. 3, 1987
(Incorporated herein by reference to Exhibit 10(B)(2)1 to the
Company's Form S-4, Registration No. 33-57506).
10(B)(1)2 Lease Amendment-MSI Facility dated February 5, 1991
(Incorporated herein by reference to Exhibit 10(B)(2)2 to the
Company's Form S-4, Registration No. 33-57506).
10(C)(1)1 Investment Agreement dated March 14, 1994 between the Company
and TCI (Incorporated herein by reference to Exhibit 99.1 to
the Company's Form 8-K/A dated March 14, 1994).
10(C)(1)2 Registration Rights Agreement dated March 14, 1994 between the
Company and TCI ( Incorporated herein by reference to Exhibit
99.2 to the Company's Form 8-K/A dated March 14, 1994).
</TABLE>
<PAGE> 56
<TABLE>
<S> <C>
10(C)(1)3 Promissory Note dated March 14, 1994 in the original principal
amount of $4.6 million by the Company to TCI (Incorporated
herein by reference to Exhibit 99.3 to Form 8-K/A dated March
14, 1994).
10(C)(1)4 Stock Option Agreement dated October 12, 1994 by and between the
Company and TCI granting preemptive rights stock options on
account of employee stock options granted pursuant to Long-Term
Incentive Compensation Program (Incorporated herein by reference
to Exhibit 10(G)(1)4 to the Company's Form 10-K dated April 30,
1995).
10(C)(1)5 Stock Option Agreement dated October 12, 1994 by and between the
Company and TCI granting preemptive rights stock options on
account of stock options granted to William H. Lambert
(Incorporated herein by reference to Exhibit 10(G)(1)5 to the
Company's Form 10-K dated April 30, 1995).
10(C)(1)6 Stock Option Agreement dated October 6, 1995 by and between the
Company and TCI granting preemptive rights stock options on
account of employee stock options granted pursuant to Long-Term
Incentive Compensation Program (Filed herewith).
10(D)(1)1 The Company's Long-Term Incentive Compensation Program.
This Exhibit is a management contract or compensatory plan or
arrangement required to be filed as an exhibit to this report
pursuant to Item 14(c) of this report (Incorporated herein by
reference to Exhibit 4 to the Company's Form S-8, Registration
No. 33-85002).
10(D)(1)2 The Company's Directors Stock Option Plan.
This Exhibit is a management contract or compensatory plan or
arrangement required to be filed as an exhibit to item 14(c) of
this report (Incorporated herein by reference to Exhibit 4
Registration No.33-84996).
10(E) TSX/Texscan - Compagnie Generale de Travaux et D'Installations
Electriques S.A. (Incorporated herein by reference to Exhibit 1
to the Company's Form 8-K dated June 2, 1994).
10(F)(1)1 Texas Commerce Bank - Revolving Promissory Note
(Incorporated herein by reference to Exhibit 10(A)(1) to the
Company's Form 10-Q dated Jan. 28, 1995).
10(F)(1)2 Texas Commerce Bank - Credit Agreement
(Incorporated herein by reference to Exhibit 10(A)(2) to the
Company's Form 10-Q dated Jan. 28, 1995).
10(F)(1)3 Texas Commerce Bank - Negative Pledge Agreement
(Incorporated herein by reference to Exhibit 10(A)(3) to the
Company's Form 10-Q dated Jan. 28, 1995).
10(F)(1)4 Texas Commerce Bank - Continuing Guaranty
(Incorporated herein by reference to Exhibit 10(A)(4) to the
Company's Form 10-Q dated Jan. 28, 1995).
10(F)(1)5 Texas Commerce Bank - Continuing Guaranty
(Incorporated herein by reference to Exhibit 10(A)(5) to the
Company's Form 10-Q dated Jan. 28, 1995.)
</TABLE>
<PAGE> 57
<TABLE>
<S> <C>
10(F)(1)6 Texas Commerce Bank - Guarantee
(Incorporated herein by reference to Exhibit 10(A)(6) to the
Company's Form 10-Q dated Jan. 28, 1995).
10(F)(1)7 Texas Commerce Bank - Security Agreement-Accounts
(Incorporated herein by reference to Exhibit 10(A)(7) to the
Company's Form 10-Q dated Jan. 28, 1995).
10(F)(1)8 Texas Commerce Bank - Security Agreement-Accounts
(Incorporated herein by reference to Exhibit 10(A)(8) to the
Company's Form 10-Q dated Jan. 28, 1995).
10(F)(1)9 Texas Commerce Bank - Charge Over Book Debts
(Incorporated herein by reference to Exhibit 10(A)(9) to the
Company's Form 10-Q dated Jan. 28, 1995).
10(F)(1)10 Texas Commerce Bank - First Amendment to Credit
Agreement (Incorporated herein by reference to Exhibit 10(A)(1)
to the Company's Form 10-Q dated October 28, 1995).
11 Statement re computation of Per Share Earnings
(Filed herewith).
21 Subsidiaries of Registrant
(Filed herewith).
23 Consent of KPMG Peat Marwick LLP
(Filed herewith).
24(A)(1) Power of Attorney, Talton R. Embry
(Filed herewith).
24(A)(2) Power of Attorney, J. C. Sparkman
(Filed herewith).
24(A)(3) Power of Attorney, Lewis Solomon
(Filed herewith).
24(A)(4) Power of Attorney, Larry Romrell
(Filed herewith).
27 Financial Data Schedule
(Filed herewith).
</TABLE>
<PAGE> 1
EXHIBIT 10(C)(1)6
STOCK OPTION AGREEMENT
by and between
TSX CORPORATION
and
TCI TSX, INC.
Granting Preemptive Rights Stock Options on Account
of Employee Stock Options Granted Pursuant to
Long-term Incentive Compensation Program
Dated as of October 6, 1995
<PAGE> 2
EXHIBIT 10(C)(1)6
TABLE OF CONTENTS
<TABLE>
<S> <C> <C>
1. Grant of Option . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2. Exercise of Option . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.1 Method of Exercise . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.2 Payment of Exercise Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.3 Fair Market Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
3. Non-Transferability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
4. Representations, Warranties and Covenants of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
4.1 Organization, Good Standing, Authority and Approval . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
4.2 Authorization of Shares of Option Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
4.3 Company's Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
5. Representations, Warranties and Covenants of Optionee . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
5.1 Organization, Good Standing, Authority and Approval . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
5.2 Acquisition for Own Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
6. Conditions to Issuance of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
7. Transfer Restrictions; Legend on Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
8. Registration Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
9. Adjustments Upon Changes in Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
10. The Optionee's Rights as Shareholder . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
11. Applicability of Section 16(b) of the 1934 Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
12. General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
12.1 Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
12.2 Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
12.3 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
12.4 Specific Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
12.5 Survival of Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
12.6 Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
12.7 Certain Rules of Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
12.8 Benefits of Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
12.9 Attorneys' Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
12.10 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
</TABLE>
<PAGE> 3
EXHIBIT 10(C)(1)6
STOCK OPTION AGREEMENT
GRANTING PREEMPTIVE RIGHTS STOCK OPTIONS ON ACCOUNT
OF EMPLOYEE STOCK OPTIONS GRANTED PURSUANT TO
LONG-TERM INCENTIVE COMPENSATION PROGRAM
STOCK OPTION AGREEMENT (this "Agreement") dated as of September 1,
1995, by and between TSX Corporation, a Nevada corporation with its principal
office at 4849 North Mesa, Suite 200, El Paso, Texas 79912 (the "Company") and
TCI TSX, Inc., a Colorado corporation with its principal office at Terrace
Tower II, 5619 DTC Parkway, Englewood, Colorado 80111-3000 (the "Optionee").
PRELIMINARY STATEMENT
(A) The Optionee is an affiliate of TCI Communications, Inc.
(formerly known as TeleCommunications, Inc.), a Delaware corporation ("TCIC").
(B) The Company and TCIC are parties to an Investment Agreement
dated as of March 14, 1994 (the "Investment Agreement") pursuant to which TCIC
purchased 2,109,000 shares of TSX Common Stock, par value $.01 per share (the
"Common Stock"). Contemporaneously therewith, the Company and TCIC entered into
a Registration Rights Agreement dated as of March 14, 1994 (the "Registration
Rights Agreement") affording TCIC certain registration rights with respect to
such shares and any additional shares of Common Stock held by TCIC from time to
time during the term thereof.
(C) TCIC transferred and assigned its rights and obligations under
the Investment Agreement and the Registration Rights Agreement to Optionee.
(D) Section 4.04 of the Investment Agreement granted certain
preemptive rights to TCIC with respect to the issuance by the Company of, among
other things, any Additional Common Shares (as defined in the Investment
Agreement) or options to subscribe for or to purchase Additional Common Shares.
(E) The Company granted stock options to qualified employees under
the terms of the Company's Long Term Incentive Plan ("LTIP") on March 13, 1995,
and March 30, 1995, aggregating to 24,000 shares, and on May 22, 1995, for
47,000 shares, at prices set forth in Exhibit A and Exhibit B, included herein.
In accordance with Section 4.04 of the Investment Agreement, by virtue of the
grant of such options by the Company, TCIC is entitled to preemptive right to
purchase options with the terms set forth below:
<PAGE> 4
EXHIBIT 10(C)(1)6
<TABLE>
<CAPTION>
Per Share
Number of Shares Exercise
Subject to Option Price Expiration Date
----------------- ----- ---------------
<S> <C> <C>
14,220 $17.25 Mar 12, 2005
6,399 $16.13 Jan 23, 2005
33,473 $17.58 May 21, 2005
</TABLE>
(E) Upon receipt by TCIC from the Company of notice, pursuant to
Section 4.04 of the Investment Agreement, of the grant of the aforesaid
employee stock options, TCIC by letter dated August 24, 1995, notified the
Company of its intention to acquire options in accordance with its preemptive
rights under Section 4.04 of the Investment Agreement and instructed the
Company to issue such options to the Optionee. Accordingly, the parties have
entered into this Agreement for the purpose of granting to the Optionee the
options to purchase Common Stock in accordance with such preemptive rights.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and covenants herein
contained, the parties hereby agree as follows:
1. GRANT OF OPTION.
The Company hereby grants to Optionee, on the terms herein provided,
the options (the "Options") to purchase:
a) Fourteen thousand two hundred twenty shares (14,220)
of Common Stock at an exercise price, per share of $17.25, with an Option term
such that the Option shall be exercisable by the Optionee in whole or in part,
AT ANY TIME OR TIMES, for a period commencing on the date hereof and expiring
at the close of business March 12, 2005, and for
b) Six thousand three hundred ninety-nine (6,399) shares
of Common Stock at an option price per share of $16.13, with an Option term
such that the Option shall be exercisable by the Optionee in whole or in part,
AT ANY TIME OR TIMES, for a period commencing on the date hereof and expiring
at the close of business January 23, 2005, and for
c) Thirty-three thousand four hundred seventy-three
(33,473) shares of Common Stock at an option price per share of $17.58, with
an Option term such that the Option shall be exercisable by the Optionee in
whole or in part, AT ANY TIME OR TIMES, for a period commencing on the date
hereof and expiring at the close of business May 21, 2005.
2
<PAGE> 5
EXHIBIT 10(C)(1)6
The shares of Common Stock issuable upon exercise of the Options are
referred to herein as "Option Stock." The purchase price of the shares of
Option Stock referred to above in each case is referred to as the "Exercise
Price".
2. EXERCISE OF OPTION.
2.1 METHOD OF EXERCISE.
The Options shall be exercisable, in whole or in part, by written
notice to the Company stating the number of shares of Common Stock to be
purchased and accompanied by full payment of the Exercise Price for the shares
of Common Stock issuable upon such exercise.
2.2 PAYMENT OF EXERCISE PRICE.
The Exercise Price for the shares of Common Stock issuable upon
exercise of the Option shall be paid (i) in cash, by uncertified check,
certified check or bank draft, or (ii) by the surrender, in whole or in part,
of issued and outstanding shares of Common Stock of the Company (not including
the shares of Common Stock issuable upon exercise of the Option), which shall
be credited against the Exercise Price at the Fair Market Value (as defined
below) of the shares surrendered on the date of the written notice of exercise
of the Option.
2. 3 FAIR MARKET VALUE.
For purposes of this Agreement, "Fair Market Value" of the Common
Stock shall be the closing sale price of a share of Common Stock as published
by the national securities exchange on which the shares are traded on the
applicable date (provided, that if the shares of Common Stock are traded on
more than one national securities exchange, Fair Market Value shall be the
closing sale price on the applicable date published by the exchange selected by
the Company). If the exchange is closed for trading on such date, or if the
Common Stock does not trade on such date, then Fair Market Value shall be the
closing sale price on the date the Common Stock last traded on such exchange
prior to the applicable date.
3. NON-TRANSFERABILITY.
The Option granted hereby may not be transferred by the Optionee other
than to a corporation, partnership or other entity controlling, controlled by
or under common control with TCIC (collectively, the "TCIC Affiliates").
4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY.
The Company represents and warrants to and agrees with Optionee as
follows:
3
<PAGE> 6
EXHIBIT 10(C)(1)6
4.1 ORGANIZATION, GOOD STANDING, AUTHORITY AND APPROVAL.
The Company is duly organized as a corporation and is validly existing
and in good standing under the laws of Nevada. The Company has the corporate
power and authority to execute and deliver this Agreement. The execution and
delivery of this Agreement by the Company and the consummation of the
transactions contemplated by this Agreement (including the issuance of the
shares of Option Stock) have been duly authorized and approved by all necessary
corporate action of the Company, and this Agreement is a valid and binding
obligation of the Company, enforceable in accordance with its terms. This
Agreement and its execution and delivery by the Company do not, and the
consummation of the transaction contemplated by this Agreement and the issuance
of the shares of Option Stock will not, constitute a violation of or a default
(whether with notice or the lapse of time or both) under the Articles of
Incorporation or Bylaws of the Company, any law to which the Company is
subject, any provision of any agreement, instrument, order, judgment or decree
to which the Company is a party or to which the Company or any of its assets is
subject, or any rule of, or any provision of the Company's Listing Agreement
with, the American Stock Exchange.
4.2 AUTHORIZATION OF SHARES OF OPTION STOCK.
Upon delivery of stock certificates by the Company and receipt by the
Company of the full amount of the Exercise Price therefor, the shares of Option
Stock, when issued and delivered in accordance with the provisions of this
Agreement, will be duly authorized, validly issued, fully paid and
nonassessable outstanding shares of Common Stock of the Company.
4.3 COMPANY'S OBLIGATIONS.
The Company shall (1) at all times during the term of the Option
reserve and keep available such number of shares of Common Stock as will be
sufficient to satisfy the requirements of this Agreement, (2) pay all original
issue and transfer taxes with respect to the issue and transfer to the
Optionee of shares of Option Stock pursuant to the Option and all other fees
and expenses necessarily incurred by the Company in connection therewith, and
(3) from time to time use its best efforts to comply with all laws and
regulations which shall be applicable thereto.
5. REPRESENTATIONS, WARRANTIES AND COVENANTS OF OPTIONEE.
Optionee represents and warrants to and agrees with the Company as
follows:
5.1 ORGANIZATION, GOOD STANDING, AUTHORITY AND APPROVAL.
Optionee is duly organized as a corporation and is validly existing
and in good standing under the laws of Delaware. Optionee has the corporate
power and authority to execute and deliver this Agreement. The execution and
delivery of this Agreement by Optionee and the consummation of the transactions
contemplated by this Agreement have been duly authorized and
4
<PAGE> 7
EXHIBIT 10(C)(1)6
approved by all necessary corporate action of Optionee, and this Agreement is a
valid and binding obligation of Optionee.
5.2 ACQUISITION FOR OWN ACCOUNT.
The shares of Option Stock to be issued and delivered to the Optionee
pursuant to this Option (unless such shares have first been registered under
the Securities Act of 1933, as amended (the "1933 Act")) shall be acquired by
the Optionee for investment for the Optionee's own account and not with a view
to, or for, sale or other distribution thereof, and that the Optionee has no
present intention to sell or otherwise distribute any shares of Option Stock to
be issued or delivered to the Optionee pursuant to this Option, except in a
manner which will not violate the provisions of any applicable federal or state
securities laws, rules or regulations.
6. CONDITIONS TO ISSUANCE OF SHARES.
If at the time of exercise of an Option, there does not exist either
(a) an effective registration statement under the 1933 Act, with respect to the
shares of Option Stock subject to the Option, (b) an opinion of counsel,
satisfactory to the Company, to the effect that such registration is not
required under one or more of the exemptions provided under the 1933 Act, or
(c) a "no action" letter, with respect to the proposed issuance of such shares,
issued by the staff of the Securities and Exchange Commission and delivered to
the Company, then such shares of Option Stock may only be issued with an
appropriate restrictive legend in accordance with Section 8 hereof.
7. TRANSFER RESTRICTIONS; LEGEND ON CERTIFICATE.
The Optionee acknowledges that the Option Stock must be held
indefinitely unless subsequently registered under the 1933 Act and the
securities laws of every jurisdiction applicable to such resale or unless
exemptions from such registration requirements are available. The Company will
be entitled to place conspicuously upon each certificate representing shares of
Option Stock a legend as required by Article 15 of the Articles of
Incorporation of the Company and a legend substantially in the following form:
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
UNITED STATES FEDERAL OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED
FOR SALE, SOLD OR OTHERWISE TRANSFERRED OR ASSIGNED FOR VALUE,
DIRECTLY OR INDIRECTLY, NOR MAY THE SECURITIES BE TRANSFERRED ON THE
BOOKS OF THE CORPORATION, WITHOUT REGISTRATION OF SUCH SECURITIES
UNDER ALL APPLICABLE UNITED STATES FEDERAL OR STATE SECURITIES LAWS OR
COMPLIANCE WITH AN APPLICABLE EXEMPTION THEREFROM, SUCH COMPLIANCE, AT
THE OPTION OF THE CORPORATION, TO BE EVIDENCED BY AN OPINION OF THE
5
<PAGE> 8
EXHIBIT 10(C)(1)6
HOLDER'S COUNSEL, IN FORM REASONABLY ACCEPTABLE TO THE CORPORATION,
THAT NO VIOLATION OF SUCH REGISTRATION PROVISIONS WOULD RESULT FROM
ANY PROPOSED TRANSFER OR ASSIGNMENT.
Notwithstanding the foregoing, the Optionee may transfer the shares of
Option Stock to any TCIC Affiliate.
8. REGISTRATION RIGHTS.
The provisions of the Registration Rights Agreement shall be
applicable to the shares of the Option Stock, and the Optionee shall be
entitled to exercise all of the rights granted to TCIC under the Registration
Rights Agreement with respect to the shares of Option Stock.
9. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.
The Exercise Price and the number or kind of shares subject to the
Option are subject to adjustment in case the Company should at any time issue
additional shares of its Common Stock as a stock dividend, or in case the
shares of its Common Stock should at any time be subdivided into a greater
number of shares, or in case the outstanding shares of its Common Stock should
be combined by reclassification or otherwise into a lesser number of shares, or
in case the Company shall merge consolidate with or into another corporation or
entity, or another corporation or entity merges into the Company, or in the
case of any sale or transfer of all or substantially all of the assets of the
Company, or in the case of a capital reorganization or recapitalization not
involving a merger, consolidation or sale or transfer of all or substantially
all of the assets of the Company. The adjustment will entitle the Optionee to
receive, for the same aggregate Exercise Price, in lieu of securities
receivable upon the exercise of any part of the Option prior to any such
dividend, subdivision, reclassification, combination, sale; transfer or
reorganization, the securities to which the Optionee would have been entitled
if the Optionee had exercised any part of the Option immediately prior to the
record date or effective date of the stock dividend, subdivision,
reclassification, combination, sale, transfer or reorganization. Neither the
issuance of stock for consideration, the issuance of stock on the exercise of
stock rights, options or warrants, nor the issuance of stock on the conversion
of a debenture or of a share of capital stock shall be considered a change in
the Company's capital structure.
No fractional shares of Option Stock shall be issued upon any exercise
of the Option following an adjustment made pursuant to this Section 10, and the
aggregate Exercise Price paid shall be appropriately adjusted on account of any
fractional share not issued upon such an exercise.
10. THE OPTIONEE'S RIGHTS AS SHAREHOLDER.
The Optionee shall have no rights as a shareholder with respect to any
shares of Option
6
<PAGE> 9
EXHIBIT 10(C)(1)6
Stock until the date of the exercise of the Option and the issuance of the
shares of Option Stock and then only to the extent that there has been issued
one or more certificates for such shares of Option Stock to said Optionee upon
the due exercise in whole or in part of the Option. No adjustment shall be made
for dividends (ordinary or extraordinary, whether in cash, securities or other
property) or distributions or other rights for which the record date precedes
the date such stock certificates are issued.
11. APPLICABILITY OF SECTION 16(B) OF THE 1934 ACT.
The grant of the Option may, under Section 16 of the 1934 Act, be
considered a "purchase" of an equity security subject to the "short-swing"
profit rules of Section 16(b). The Optionee is urged to consult its legal
advisor regarding the applicability of Section 16 to its transactions in equity
securities of the Company, including the granting to the Optionee of the
Option. In this connection, the Optionee agrees not to sell, during the six
month period immediately following the date of this Agreement, any shares of
Option stock which may be acquired during such period upon exercise of the
Option.
12. GENERAL.
12.1 ENTIRE AGREEMENT.
This Agreement, subject to the matters described in the Preliminary
Statement, contains all of the agreements and understandings between the
parties hereto, and no oral agreements or written correspondence shall be held
to affect the provisions hereof.
12.2 WAIVER.
No waiver by any party hereto of any breach of any covenant, condition
or agreement hereof on the part of the parties hereto to be kept and performed
shall be considered to constitute a waiver of any other covenant, condition or
provision, or of any subsequent breach thereof.
12.3 NOTICES.
Any notice, demand, request, waiver or other communication under this
Agreement must be in writing and will be deemed to have been duly given (i) on
the date of delivery if delivered to the address of the party specified below
(including delivery by courier), (ii) on the fifth day after mailing if mailed
to the party to whom notice is to be given to the address specified below, by
first class mail, certified or registered, return receipt requested, postage
prepaid, or (iii) on the date of transmission if sent by facsimile transmission
to the facsimile number given below and if telephonic confirmation of receipt
is obtained promptly after completion of transmission, as follows:
7
<PAGE> 10
EXHIBIT 10(C)(1)6
If to Optionee: TCI TSX, Inc.
c/o Tele-Communications, Inc.
5619 DTC Parkway
Englewood, Colorado 80111
Attn: David D. Boileau
Facsimile: (303) 488-3225
With a copy similarly addressed: Attn: Legal Department
If to the Company: TSX Corporation
4849 N. Mesa, Suite 200
El Paso, Texas 79912
Attn: Harold C. Tamburro
Facsimile: (915) 543-4821
With a copy to: Kemp, Smith, Duncan & Hammond, P.C.
2000 State National Plaza
El Paso, Texas 79901-1441
Attn: Tad R. Smith
Facsimile: (915) 546-5360
Either party may from time to time change its address or facsimile number for
the purpose of notices to that party by a similar notice specifying a new
address or facsimile number, but no such change will be deemed to have been
given until it is actually received by the party sought to be charged with its
contents.
12.4 SPECIFIC PERFORMANCE.
The parties acknowledge that there will be no adequate remedy at law
for a violation by the Company of its obligations set forth in this Agreement
and its obligations to issue and sell the shares of Option Stock pursuant to
this Agreement and that, in addition to any other remedies which may be
available to Optionee for a violation of those obligations, those obligations
will be specifically enforceable by Optionee in accordance with their terms.
8
<PAGE> 11
EXHIBIT 10(C)(1)6
12.5 SURVIVAL OF REPRESENTATIONS AND WARRANTIES.
All representations and warranties set forth in this Agreement will
survive the Closing.
12.6 AMENDMENTS.
This Agreement may not be amended, modified, waived, discharged or
terminated orally, but only by an instrument in writing signed by the party
against which enforcement thereof is sought.
12.7 CERTAIN RULES OF CONSTRUCTION.
This Agreement shall be construed in accordance with, and shall be
governed by, the laws of the State of Texas. In the event any court of
competent jurisdiction shall declare any portion of this Agreement to be
invalid, the remainder of this Agreement shall not be invalidated thereby, but
shall remain in full force and effect. The captions in this Agreement are for
reference purposes only and will not in any way affect the meaning or
interpretations of the text of this Agreement. Where the context requires,
words in the singular shall be deemed to include the plural and vice versa.
12.8 BENEFITS OF AGREEMENT.
Subject to the provisions of Section 4, this Agreement will be binding
upon and will inure to the benefit of the parties and their respective
successors and assigns. Neither this Agreement nor any of the right or
obligations of a party hereunder may be assigned without the consent of the
other party, provided that the Optionee may assign its rights and delegate its
obligations to any TCIC Affiliate.
12.9 ATTORNEYS' FEES.
In the event of any action or suit based upon or arising out of any
alleged breach by any party of any representation, warranty, covenant or
agreement contained in this Agreement, the prevailing party will be entitled to
recover reasonable attorneys' fees and other costs of such action or suit from
the other party.
12.10 COUNTERPARTS.
This Agreement may be executed in one or more counterparts, each of
which will be deemed an original.
9
<PAGE> 12
EXHIBIT 10(C)(1)6
IN WITNESS WHEREOF, the Company and the Optionee have executed this
Agreement.
TSX CORPORATION
By: /s/ HAROLD C. TAMBURRO
----------------------------------
Harold C. Tamburro, Vice President
and Chief Financial Officer
TCI TSX, Inc.
By: /s/ DAVID D. BOILEAU
----------------------------------
David D. Boileau
Vice President Finance and Treasurer
10
<PAGE> 1
TSX CORPORATION AND SUBSIDIARY EXHIBIT 11
STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS
<TABLE>
<CAPTION>
Years Ended April 30
--------------------
1996 1995 1994
-------- -------- --------
<S> <C> <C> <C>
PRIMARY
Average shares outstanding 15,196 13,421 7,419
Net effect of dilutive stock options 751 1,830 294
-------- -------- --------
TOTAL 15,947 15,251 7,713
======== ======== ========
Net income $ 16,378 8,452 408
======== ======== ========
Earnings per share $ 1.03 0.55 0.05
======== ======== ========
FULLY DILUTED
Average shares outstanding 15,196 13,421 7,419
Net effect of dilutive stock options 873 1,881 441
-------- -------- --------
TOTAL 16,069 15,302 7,860
======== ======== ========
Net income $ 16,378 8,452 408
======== ======== ========
Earnings per share $ 1.02 0.55 0.05
======== ======== ========
</TABLE>
<PAGE> 1
EXHIBIT 21
SUBSIDIARIES OF REGISTRANT
<TABLE>
<CAPTION>
STATE OR COUNTRY UNDER
WHOSE LAWS INCORPORATED
------------------------
<S> <C>
Texscan Corporation Delaware
Texscan MSI Corporation Utah
Texscan Trading Company Texas
Texscan Limited United Kingdom
Texscan de Mexico, S.A., de C.V. Mexico
Texscan International (Barbados) Corp. Barbados
</TABLE>
<PAGE> 1
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
The Board of Directors and Stockholders
TSX Corporation:
We consent to the incorporation by reference in the registration statements
(File No. 33-84996 and File No. 33-85002 on Forms S-8) of TSX Corporation and
subsidiary of our report dated June 17, 1996, relating to the consolidated
balance sheets of TSX Corporation and subsidiary as of April 30, 1996 and 1995,
and the related consolidated statements of operations, stockholders' equity,
and cash flows, for each of the years in the three-year period ended April 30,
1996 and the related schedule, which report appears in the April 30, 1996
Annual Report on Form 10-K of TSX Corporation and subsidiary.
KPMG PEAT MARWICK LLP
El Paso, Texas
July 19, 1996
<PAGE> 1
EXHIBIT 24(A)(1)
SPECIAL POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, THAT THE UNDERSIGNED, CONSTITUTES
AND APPOINTS WILLIAM H. LAMBERT AND HAROLD C. TAMBURRO, AND EACH OF THEM, THIS
TRUE AND LAWFUL ATTORNEY-IN-FACT AND AGENT WITH FULL POWER OF SUBSTITUTION AND
RESUBSTITUTION, FOR HIM IN HIS NAME, PLACE AND STEAD, IN ANY AND ALL
CAPACITIES, TO SIGN THE ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED
APRIL 30, 1996, FOR FILING WITH THE SECURITIES AND EXCHANGE COMMISSION BY TSX
CORPORATION, A NEVADA CORPORATION, TOGETHER WITH ANY AND ALL AMENDMENTS TO SUCH
FORM 10-K AND TO FILE THE SAME WITH ALL EXHIBITS THERETO, AND ALL DOCUMENTS IN
CONNECTION THEREWITH, WITH THE SECURITIES AND EXCHANGE COMMISSION, GRANTING
UNTO SUCH ATTORNEYS-IN-FACT AND AGENTS, AND EACH OF THEM, FULL POWER AND
AUTHORITY TO DO AND PERFORM EACH AND EVERY ACT AND THING REQUISITE AND
NECESSARY TO BE DONE IN AND ABOUT THE PREMISES, AS FULLY AND TO ALL INTENTS AND
PURPOSES AS HE MIGHT OR COULD DO IN PERSON, HEREBY RATIFYING AND CONFIRMING ALL
THAT SUCH ATTORNEYS-IN-FACT AND AGENTS, OR EACH OF THEM, MAY LAWFULLY DO OR
CAUSE TO BE DONE BY VIRTUE HEREOF.
DATED: July 19,1996
---------------------
/s/ TALTON R. EMBRY
-------------------------------
TALTON R. EMBRY
BOARD MEMBER OF TSX CORPORATION
/s/ JEAN COLDITZ
-------------------------------
WITNESS
<PAGE> 1
EXHIBIT 24(A)(2)
SPECIAL POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, THAT THE UNDERSIGNED, CONSTITUTES
AND APPOINTS WILLIAM H. LAMBERT AND HAROLD C. TAMBURRO, AND EACH OF THEM, THIS
TRUE AND LAWFUL ATTORNEY-IN-FACT AND AGENT WITH FULL POWER OF SUBSTITUTION AND
RESUBSTITUTION, FOR HIM IN HIS NAME, PLACE AND STEAD, IN ANY AND ALL
CAPACITIES, TO SIGN THE ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED
APRIL 30,1996, FOR FILING WITH THE SECURITIES AND EXCHANGE COMMISSION BY TSX
CORPORATION, A NEVADA CORPORATION, TOGETHER WITH ANY AND ALL AMENDMENTS TO SUCH
FORM 10-K AND TO FILE THE SAME WITH ALL EXHIBITS THERETO, AND ALL DOCUMENTS IN
CONNECTION THEREWITH, WITH THE SECURITIES AND EXCHANGE COMMISSION, GRANTING
UNTO SUCH ATTORNEYS-IN-FACT AND AGENTS, AND EACH OF THEM, FULL POWER AND
AUTHORITY TO DO AND PERFORM EACH AND EVERY ACT AND THING REQUISITE AND
NECESSARY TO BE DONE IN AND ABOUT THE PREMISES, AS FULLY AND TO ALL INTENTS AND
PURPOSES AS HE MIGHT OR COULD DO IN PERSON, HEREBY RATIFYING AND CONFIRMING ALL
THAT SUCH ATTORNEYS-IN-FACT AND AGENTS, OR EACH OF THEM, MAY LAWFULLY DO OR
CAUSE TO BE DONE BY VIRTUE HEREOF.
DATED: 7/16/96
------------------------------
/S/ J.C. SPARKMAN
-------------------------------
J.C. SPARKMAN
BOARD MEMBER OF TSX CORPORATION
/S/ DOLORES SPARKMAN
-------------------------------
WITNESS
<PAGE> 1
EXHIBIT 24(A)(3)
SPECIAL POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, THAT THE UNDERSIGNED, CONSTITUTES
AND APPOINTS WILLIAM H. LAMBERT AND HAROLD C. TAMBURRO, AND EACH OF THEM, THIS
TRUE AND LAWFUL ATTORNEY-IN-FACT AND AGENT WITH FULL POWER OF SUBSTITUTION AND
RESUBSTITUTION, FOR HIM IN HIS NAME, PLACE AND STEAD, IN ANY AND ALL
CAPACITIES, TO SIGN THE ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED
APRIL 30,1996, FOR FILING WITH THE SECURITIES AND EXCHANGE COMMISSION BY TSX
CORPORATION, A NEVADA CORPORATION, TOGETHER WITH ANY AND ALL AMENDMENTS TO SUCH
FORM 10-K AND TO FILE THE SAME WITH ALL EXHIBITS THERETO, AND ALL DOCUMENTS IN
CONNECTION THEREWITH, WITH THE SECURITIES AND EXCHANGE COMMISSION, GRANTING
UNTO SUCH ATTORNEYS-IN-FACT AND AGENTS, AND EACH OF THEM, FULL POWER AND
AUTHORITY TO DO AND PERFORM EACH AND EVERY ACT AND THING REQUISITE AND
NECESSARY TO BE DONE IN AND ABOUT THE PREMISES, AS FULLY AND TO ALL INTENTS AND
PURPOSES AS HE MIGHT OR COULD DO IN PERSON, HEREBY RATIFYING AND CONFIRMING ALL
THAT SUCH ATTORNEYS-IN-FACT AND AGENTS, OR EACH OF THEM, MAY LAWFULLY DO OR
CAUSE TO BE DONE BY VIRTUE HEREOF.
DATED: July 18, 1996
------------------------------
/S/ LEWIS SOLOMON
-------------------------------
LEWIS SOLOMON
BOARD MEMBER OF TSX CORPORATION
/S/ JERILYN MARTIN
-------------------------------
WITNESS
<PAGE> 1
EXHIBIT 24(A)(4)
SPECIAL POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, THAT THE UNDERSIGNED, CONSTITUTES
AND APPOINTS WILLIAM H. LAMBERT AND HAROLD C. TAMBURRO, AND EACH OF THEM, THIS
TRUE AND LAWFUL ATTORNEY-IN-FACT AND AGENT WITH FULL POWER OF SUBSTITUTION AND
RESUBSTITUTION, FOR HIM IN HIS NAME, PLACE AND STEAD, IN ANY AND ALL
CAPACITIES, TO SIGN THE ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED
APRIL 30,1996, FOR FILING WITH THE SECURITIES AND EXCHANGE COMMISSION BY TSX
CORPORATION, A NEVADA CORPORATION, TOGETHER WITH ANY AND ALL AMENDMENTS TO SUCH
FORM 10-K AND TO FILE THE SAME WITH ALL EXHIBITS THERETO, AND ALL DOCUMENTS IN
CONNECTION THEREWITH, WITH THE SECURITIES AND EXCHANGE COMMISSION, GRANTING
UNTO SUCH ATTORNEYS-IN-FACT AND AGENTS, AND EACH OF THEM, FULL POWER AND
AUTHORITY TO DO AND PERFORM EACH AND EVERY ACT AND THING REQUISITE AND
NECESSARY TO BE DONE IN AND ABOUT THE PREMISES, AS FULLY AND TO ALL INTENTS AND
PURPOSES AS HE MIGHT OR COULD DO IN PERSON, HEREBY RATIFYING AND CONFIRMING ALL
THAT SUCH ATTORNEYS-IN-FACT AND AGENTS, OR EACH OF THEM, MAY LAWFULLY DO OR
CAUSE TO BE DONE BY VIRTUE HEREOF.
DATED: July 17, 1996
------------------------------
/S/ LARRY E. ROMRELL
-------------------------------
LARRY E. ROMRELL
BOARD MEMBER OF TSX CORPORATION
/S/ ALICE DELGADO
-------------------------------
WITNESS
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FORM FORM 10-K
FOR THE FISCAL YEAR ENDED APRIL 30, 1996.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> APR-30-1996
<PERIOD-START> MAY-01-1995
<PERIOD-END> APR-30-1996
<CASH> 21,688
<SECURITIES> 0
<RECEIVABLES> 19,980
<ALLOWANCES> 335
<INVENTORY> 12,041
<CURRENT-ASSETS> 55,186
<PP&E> 18,701
<DEPRECIATION> 9,509
<TOTAL-ASSETS> 69,077
<CURRENT-LIABILITIES> 13,160
<BONDS> 0
<COMMON> 154
0
0
<OTHER-SE> 55,757
<TOTAL-LIABILITY-AND-EQUITY> 69,077
<SALES> 92,640
<TOTAL-REVENUES> 92,640
<CGS> 52,620
<TOTAL-COSTS> 71,384
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 22,052
<INCOME-TAX> 5,674
<INCOME-CONTINUING> 16,378
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 16,378
<EPS-PRIMARY> 0
<EPS-DILUTED> 1.02
</TABLE>
