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[COVER]
M L X C O R P 1 9 9 5 A N N U A L R E P O R T
[IFC]
Company Brief
Formed as a result of a reorganization in 1984, MLX Corp
is today a publicly held company owned by an estimated
9,000 beneficial shareholders. MLX is engaged in the
active search for acquisition opportunities which have
attractive valuations and which meet its financial
acquisition criteria. In this setting, MLX's strategic
assets include a federal tax loss carryforward of
approximately $300 million to offset taxable income from
its operations, available cash equivalents exceeding $30
million, the public listing of its common stock and
management experience in a variety of industries.
Contents
2 Letter to Shareholders
4 Board of Directors and Officers
5 Form 10-K
8 Selected Financial Data
9 Management's Discussion and Analysis,
F-2 Consolidated Financial Statements
IBC Corporate Data
1
T O O U R S T O C K H OL D E R S
To Our Stockholders
We are pleased to report the completion of an active,
successful year for your company. We completed the sale
of our S.K. Wellman business at mid-year and have since
been involved in an active search for businesses to
acquire.
On June 30, 1995 we completed the sale of our S.K.
Wellman business following the approval of such by our
shareholders at the Annual Meeting of Shareholders. The
proceeds of this transaction amounted to $60.0 million,
which included certain amounts related to the repayment
or assumption of debt and capital leases by the
purchaser. After purchase price adjustments and expenses,
the transaction resulted in a gain to MLX of $31.4
million. The gain was reduced by $3.3 million for
estimated income taxes due and payable as well as by
$10.0 million for a charge in lieu of federal income
taxes which are not due and payable resulting in a net
gain to the Company of $18.1 million.
We took advantage of the Wellman transaction
proceeds to repay all our outstanding debt and accrued
interest obligations pertaining to our Zero Coupon Bonds
and 1993 Variable Rate Subordinated Notes. In addition,
we redeemed all outstanding shares of our Series A
Preferred Stock at the time of the sale.
After these repayments and the estimated federal and
state income tax obligations arising from the sale, the
transaction yielded more than $35 million in net cash
proceeds to MLX. Thus, your Company is debt-free and our
federal tax loss carryforward of approximately $300
million is still available to us to offset future taxable
income from our operations.
This transaction also served to benefit our
shareholders' equity and common stock valuation. Our
shareholders'equity had increased to $35.9 million at
year-end compared to $10.7 million a year earlier. And at
year-end, the market price of our common stock had
reached $10.00 per share versus a market price of $4.50
just prior to the public announcement of this
transaction.
In connection with the sale of Wellman, MLX made
certain standard representations and warranties to the
purchaser. Our maximum potential liability under these
representations and warranties is limited to
$5 million, and at closing we established an escrow fund
of $4 million to partially collateralize this obligation.
At September 30, 1996 this escrow fund, net of any
allowed or asserted claim, will be disbursed to MLX -
further expanding the cash resources available to us in
our search for attractive acquisition opportunities. An
additional escrow fund amounting to $1,347,000 was
established relating to certain income tax obligations
arising from the sale.
The accompanying financial statements report the
results of operations of S.K. Wellman and the related
disposal as a discontinued operation. Accordingly, the
Wellman results for the periods presented and the
gain on disposal are excluded from the income/(loss)
before income taxes and are reported in the discontinued
operations section of the Consolidated Statements of
Income.
2
Since the Wellman transaction, we have been engaged
principally in the process of identifying and evaluating
potential acquisition candidates for MLX. To this end, we
have developed financial criteria as a basis for
evaluating prospective target businesses and for
narrowing the focus of search. These criteria are shared
with professional groups who can serve as intermediaries
in this process. From these efforts, we have evaluated
numerous businesses as potential acquisition candidates
but have not yet identified a business which meets our
criteria.
In this context, we believe that we bring an
attractive line-up of strategic assets to a prospective
acquisition target - our federal tax loss carryforward,
our cash resources and our public listing.
During this interim period, our cash resources are
invested in short-term repurchase agreements backed by
U.S. Treasury and federal agency obligations. This
function is managed for us by selected commercial banks
and is structured to insure rapid availability of our
funds and to minimize our risk of investment losses. We
believe this is the appropriate practice to follow since
our strategic goal is the acquisition of operating
businesses - not the on-going management of an investment
portfolio.
The Company was advised by NASDAQ on February 5, 1996
that it failed to comply with certain NASD requirements
for continued listing by not having an operating business
activity. A temporary exception was granted on that date
permitting our MLX common shares to remain listed on the
NASDAQ National Market until June 30, 1996. At that time
if an additional exception is not granted or if
compliance is not achieved, our MLX shares
will be delisted and traded on the Domestic OTC
Electronic Bulletin Board.
We are also pleased to report that at our 1995 Annual
Meeting of sharehold ers, the MLX Stock Option and
Incentive Award Plan was approved as proposed. In
addition, Tom Waggoner, our Chief Financial Officer, was
appointed in 1995 to the additional position of MLX
President in recognition of his contributions to our
overall success.
We thank you for your continued interest and support.
With your on-going support, we plan to initiate actions
which add to the long-term value for our shareholders.
/s/Brian R. Esher
Brian R. Esher
Chairman and Chief Executive Officer
/s/Thomas C. Waggoner
Thomas C. Waggoner
President and Chief Financial Officer
March 7, 1996
3
O F F I C E R S & D I R E C T O R S
Directors
Brian R. Esher
Chairman, President & Chief Executive
Executive Officer of the Company
W. John Roberts (1) (2) (3)
Retired Senior Vice President-Finance
and Treasurer, Amerisure Companies
Willem F.P. de Vogel (2)
President, Three Cities Research, Inc.
H. Whitney Wagner (3)
Managing Director, Three Cities
Research, Inc.
Alfred R. Glancy III (1) (2)
Chairman, President & Chief Executive
Officer, MCN Corporation
S. Sterling McMillan, III (1)
Vice Chairman, Greenleaf Capital and
Management, Inc.
J. William Uhrig (1) (3)
Managing Director, Three Cities
Research, Inc.
(1) Member of Audit Committee
(2) Member of Compensation Committee
(3) Member of Funds Management
Committee
Officers
Brian R. Esher
Chairman of the Board
& Chief Executive Officer
Theodore R. Kallgren
Vice President, Treasurer & Secretary
Thomas C. Waggoner
President & Chief Financial Officer
Mary M. McCulley
Assistant Treasurer & Assistant Secretary
4
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 DECEMBER 31, 1995
OR
( ) Transition Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the transition period from _______ to _______
Commission File Number I-4795
MLX CORP
(Exact name of registrant as specified in its charter)
GEORGIA 38-0811650
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification)
1000 CENTER PLACE, NORCROSS, GEORGIA 30093
(Address of principal executive offices) (Zip Code)
Registrant's telephone number,
including area code (770)798-0677
Securities registered pursuant to
Section 12(b) of the Act: NONE
Securities registered pursuant to
Section 12(g) of the Act: COMMON STOCK, $.01 PAR VALUE
Indicate by check mark whether the Registrant (1) has
filed all reports to be filed by Section 13
or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or such shorter period that the
Registrant was required to file such reports), and (2)
has been subject to such filing requirement for the past
90 days. Yes 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 amendments to this Form 10-K. [ X ]
The aggregate market value of voting stock held by
non-affiliates of the Registrant was $17,644,000 as of
March 1, 1996 based on the ending market price as
reported on the NASDAQ National Market.
The number of shares outstanding of the Registrant's
Common Stock, par value $.01, as of the close of business
on March 1, 1996 was 2,607,384.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Part III hereof incorporate information by
reference from Registrant's definitive Proxy
Statement for the fiscal year ended December 31, 1995 in
connection with Registrant's 1996 Annual Meeting of
Shareholders.
5
MLX CORP
INDEX TO REPORT ON
FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1995
PART I
Item 1. Business ...................................... 7
Item 2. Properties..................................... 7
Item 3. Legal proceedings.............................. 7
Item 4. Submission of Matters to a Vote of Security
Holders........................................ 7
PART II
Item 5. Market for Registrant's Common Stock and
Related Stockholder Matters.................... 7
Item 6. Selected Financial Data........................ 7
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of
Operations.................................... 9
Item 8. Financial Statements and Supplementary
Data..........................................14
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial
Disclosure....................................14
PART III
Item 10. Directors and Executive Officers of the
Registrant....................................14
Item 11. Executive Compensation........................14
Item 12. Security Ownership of Certain Beneficial
Owners and Management.........................14
Item 13. Certain Relationships and Related
Transactions..................................14
PART IV
Item 14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K...........................15
OTHER SECTIONS
Section F Financial Statements
PART I
6
ITEM 1. BUSINESS.
The Registrant has owned and managed businesses in a
variety of industries. With the sale of its S.K. Wellman
business on June 30, 1995, the Registrant no longer has
recurring revenues or operating subsidiaries and is
engaged in the active search for acquisition
opportunities which meet its financial acquisition
criteria. These criteria generally focus the Company's
search on mid-sized entities which are involved in
manufacturing, distribution or assembly of non-consumer
products and which offer continuing management.
Reference is made to the information set forth in Item 7,
"Management's Discussion and Analysis of Financial
Condition and Results of Operations," elsewhere in this
Form 10-K for a discussion of the development of the
business since January 1, 1995.
ITEM 2. PROPERTIES.
No response under this item is required.
ITEM 3. LEGAL PROCEEDINGS.
The Registrant is unaware of any litigation that is
expected to have a material effect on the results of
operations or financial condition of the Registrant.
ITEM 4. SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY
HOLDERS.
No matter was submitted to a vote of security holders
during the three months ended December 31, 1995.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED
STOCKHOLDER MATTERS.
Reference is made to the information set forth in
"Management's Discussion and Analysis of Financial
Condition and Results of Operations" under "Market, Share
Ownership and Dividend Information" in Section 7 of this
report, which information is incorporated into this Item
5 by reference.
ITEM 6. SELECTED FINANCIAL DATA.
The following selected financial data should be read in
conjunction with the Consolidated Financial Statements
and notes thereto included elsewhere herein.
7
SELECTED FINANCIAL DATA
YEAR ENDED DECEMBER 31 1995 1994 1993 1992 1991
(in thousands, except per share data)
OPERATING DATA:
Net sales................................. $ -- $ -- $ -- $ -- $ --
General and administrative expenses....... (1,015) (827) (1,342) 1,363) (989)
Interest income........................... 1,074 17 12 -- --
Interest expense.......................... (114) (202) (366) (1,313) (1,479)
Other income (expense).................... (18) (94) 81 327 289
Federal income tax benefit................ 18 376 549 799 741
Loss from continuing operations......... (55) (730) (1,066) (1,550) (1,438)
Discontinued operations (net of income
taxes)................................. 20,593 3,477 3,105 2,935 (21,796)
Extraordinary gain on early retirement
of debt (net of income taxes).......... 272 -- 3,627 4,124 --
Net earnings (loss).................... $20,810 $ 2,747 $ 5,666 $ 5,509 $(23,234)
Earnings (loss) applicable
to common stock...................... $20,158 $ 1,689 $ 4,793 $ 5,509 $(23,234)
DISCONTINUED OPERATIONS:
Net sales................................. $34,916 $60,858 $57,036 $53,862 $383,993
Gross margin.............................. 8,299 14,493 13,862 12,586 94,531
Operating expenses........................ (3,199) (6,998) (6,302) (5,850) (87,074)
Other expenses............................ (665) (1,254) (1,989) (1,259) (18,988)
Income taxes.............................. (1,928) (2,764) (2,466) (2,227) (1,130)
Gain (loss) on disposal (net of income
taxes)................................. 18,086 -- -- -- (8,935)
Minority interests........................ -- -- -- (315) (200)
Net earnings (loss) from discontinued
operations........................... $20,593 $ 3,477 $ 3,105 $ 2,935 $(21,796)
FINANCIAL POSITION:
Working capital (deficit)................. $36,445 $ (42) $(1,181) $(1,224) $ (684)
Total assets.............................. 38,509 13,874 11,603 15,065 16,845
Long-term liabilities..................... 1,957 2,463 2,403 15,158 23,089
Shareholders' equity (deficit)............ $35,878 $10,729 $ 7,324 $(1,844) $(14,252)
PER SHARE DATA:
Average outstanding common shares and
dilutive options....................... 2,676 2,613 2,620 2,541 2,540
Earnings (loss) per share:
Continuing operations
(net of dividends and accretion
on preferred stock)................... $ (0.26) $ (0.68) $ (0.74) $ (0.73) $ (0.65)
Discontinued operations (net of income
taxes)................................. 7.69 1.33 1.19 1.28 (8.50)
Extraordinary gain on early retirement
of debt (net of income taxes).......... 0.10 -- 1.38 1.62 --
Total.................................. $ 7.53 $ 0.65 $ 1.83 $ 2.17 $ (9.15)
8
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
RESULT OF OPERATIONS
BASIS OF PRESENTATION: On June 30, 1995 the Company
completed the sale of all the common stock of its
subsidiary, S.K. Wellman Limited, Inc., following the
approval of such divestiture by the Company's
shareholders at the 1995 Annual Meeting. The accompanying
financial statements report the financial condition
and results of operations of the Wellman business as a
discontinued operation and, accordingly, the results of
operations of Wellman for all the periods presented are
excluded from earnings/loss from continuing operations.
The gain on the disposal of the Wellman subsidiary is
reported as a gain from the disposal of a discontinued
business.
The discussion below addresses the operations and
financial condition of the Registrant only.
OPERATIONS: After the disposal of S.K. Wellman, the
Registrant has no recurring revenues or operating
subsidiaries. The general and administrative expenses of
the Registrant are incurred for acquisition search,
compensation, occupancy, shareholders costs (such as
printing, distribution and stock transfer fees) and legal
and professional matters. The sale of the Wellman
business is not expected to materially alter the level of
such expenses incurred by the Registrant.
In the short-term, the Company intends to invest the
proceeds of the Wellman transaction in short-term
repurchase instruments managed by selected commercial
banks. At December 31, 1995 the Company's average rate of
return on these investments was approximately 5.17%. As
these investments account for all of the Company's income
subsequent to the sale of Wellman, the Company's future
financial results will be impacted by changes in the
short-term interest rates available to the Company. Since
the divestiture of S.K. Wellman, the Company has been
actively engaged in pursuing the acquisition of new
businesses where purchase valuations are attractive. No
agreements have been entered into with respect to any
acquisition opportunity.
The Company believes that it will not meet the definition
of an investment company under the Investment Company Act
of 1940 at least through June 30, 1996, which is the
first anniversary of the sale of Wellman. However, the
inability of the Company to control the timing of any
acquisition of an operating business after such
anniversary makes it possible that it will then be deemed
to be an investment company. In such case, it would be
required to register under and be subject to the various
regulations contained under the Investment Company Act of
1940, which could add significant expenses to the
operations of the Company and fundamentally alter the
presentation of the Company's financial statements.
1995 VERSUS 1994: On June 30, 1995 the Registrant
completed the sale of the Wellman business. The proceeds
of this transaction amounted to $60.0 million, which
included certain amounts related to the repayment or
assumption of debt and capital leases by the purchaser.
After purchase price adjustments and expenses, the
transaction resulted in a gain to MLX of $31.4 million.
The gain was reduced by $3.3 million for estimated income
taxes due and payable as well as by $10.0 million for a
charge in lieu of federal income taxes which are not due
or payable resulting in a net gain to the Company of
$18.1 million. No such sale or gain occurred in 1994.
9
General and administrative expenses in 1995 were
approximately $1.0 million versus a 1994 level of
approximately $800,000, an increase of 23%. Principal
components of this increase were higher expenses
associated with employee compensation, insurance charges,
shareholder costs and legal and professional matters.
Interest income in 1995 amounted to $1.1 million compared
to a nominal amount in 1994 as a result of the investment
of the proceeds of the Wellman transaction.
Correspondingly, interest expense of the Company dropped
from $200,000 in 1994 to $100,000 in 1995 since the debt
obligations of MLX were repaid following the divestiture
of the Wellman business.
A portion of the proceeds of the Wellman transaction was
used to repay the Registrant's Zero Coupon Bonds and
Variable Rate Subordinated Notes. These repayments
resulted in a pre-tax extraordinary gain on the early
retirement of debt of $412,000. No such gain occurred in
1994.
Dividends and accretion on the Registrant's Series A
Preferred Stock amounted to $700,000 in 1995 versus $1.1
million in 1994. This decrease resulted from the
redemption of such Preferred Stock at the time of the
Wellman transaction.
In 1995, the Company had net earnings of $20.8 million
(or $7.53 per share net of obligations on the Series A
Preferred Stock) compared to $2.7 million in 1994 (or
$0.65 per share). In 1995, the gain on disposal of
Wellman amounted to $6.76 per share and the extraordinary
gain amounted to $0.10 per share.
1994 VERSUS 1993: General and administrative expenses
amounted to $800,000 in 1994 compared to $1.3 million in
1993. This decrease resulted from lower expenses for
incentive compensation, shareholder costs (principally
distribution and printing) and legal and professional
matters. A one-for-ten reverse stock split executed on
June 25, 1993 served to reduce the administrative charges
for printing and distribution of shareholder
communication material.
Interest expense at MLX dropped by $164,000 year over
year due to the repayments of the minority interest
purchase note in February and December 1993.
Included in the results for 1993 is an extraordinary gain
from early retirement of debt resulting from an exchange
of Series A Preferred Stock for certain debt obligations
described in Note 3 to the financial statements. No such
exchange or gain occurred in 1994.
Dividends and accretion applicable to Series A Preferred
Stock increased to $1.1 million in 1994 versus $900,000
in 1993 due to increases in the prime rate component in
the dividend rate structure.
In 1994, the Company had net earnings of $2.7 million (or
$0.65 per share net of obligations on the Series A
Preferred Stock) compared to earnings before
extraordinary item in 1993 of $2.0 million (or $0.45 per
share net of obligations on the Series A Preferred
Stock). The extraordinary gain in 1993 amounted to $1.38
per common share.
10
[BOXED COPY]
The Company is able to offset substantially all
of its federal taxable income with its pre-
reorganization tax loss carryforwards and
therefore has a federal tax liability only for
Alternative Minimum Tax amounts. Accordingly,
the charge in lieu of federal income taxes
included in the statements of income is not
accruable or payable. These pro forma charges
in 1995, 1994 and 1993 were $11.3 million, $1.3
million and $3.1 million, respectively. The
following table illustrates the effect of this
pro forma charge on the Company's earnings and
earnings per share.
1995 1994 1993
(in thousands, except per share data)
Net earnings $20,810 $2,747 $5,666
Less dividends and
accretion on
preferred stock (652) (1,058) (873)
Plus pro forma
federal tax charge
not due or payable 11,325 1,314 3,112
Total earnings $31,483 $3,003 $7,905
Total earnings per
common share $ 11.76 $ 1.15 $ 3.02
[END BOX COPY]
FINANCIAL POSITION AND LIQUIDITY
Consolidated working capital at December 31, 1995 was
$36.4 million compared to a nominal amount at the end of
1994. Working capital at December 31, 1995 consisted
principally of cash and short-term investments of $32.9
million and estimated short-term obligations of $700,000
for income taxes, transaction expenses and compensation.
This increase resulted from the receipt of the proceeds
from the Wellman divestiture.
The Company invests its available funds in short-term
repurchase agreements managed by five selected commercial
banks and collateralized by U.S. Treasury and federal
agency obligations. The Company has issued instructions
to each such bank providing guidelines on investments and
restrictions on any disbursement of the Registrant's
funds.
In connection with the sale of Wellman, the Company
funded an escrow fund with a cash payment of $4 million
to partially collateralize the indemnification
obligations of the Registrant in the purchase and sale
agreement. The Company's maximum liability under such
indemnity provisions is $5 million and any amount
remaining in the escrow fund after September 30,
1996, net of allowed and asserted claims, will be
disbursed to MLX. An additional escrow fund amounting to
$1,250,000 was established at June 30, 1995 (adjusted to
$1,347,000 in August 1995) relating to certain estimated
income tax obligations arising from the sale.
The Registrant's Zero Coupon Bonds were originally issued
in 1990 and amended in 1992. The proceeds of the Wellman
transaction were used to repay all outstanding
obligations under these Bonds.
The 1993 Variable Rate Subordinated Notes were issued in
April 1993 in exchange for certain of the Zero Coupon
Bonds. All obligations under such Notes were repaid with
proceeds from the Wellman divestiture.
11
The Series A Preferred Stock was issued as of December
31, 1992 and April 22, 1993 and included an escalating
dividend rate feature and provision for redemption solely
at the option of the Registrant. In connection with the
Wellman transaction, all such Preferred Stock was
redeemed.
OTHER DATA
CAPITAL EXPENDITURES: There were no material commitments
for capital expenditures outstanding at December 31,
1995.
EMPLOYEES: Subsequent to the sale of S.K. Wellman, and as
of December 31, 1995, the Registrant's business is
conducted by two full-time and four part-time employees.
The services of the part-time employees are obtained
through a facilities and service sharing arrangement with
Pameco Corp. At December 31, 1994 the Company had 559
employees including 247 which were covered by collective
bargaining agreements.
MARKET, SHARE OWNERSHIP AND DIVIDEND INFORMATION: As of
December 31, 1995 (and commencing on April 28, 1994) the
Company's common shares were traded on the NASDAQ
National Market under the trading symbol "MLXR". From
August 30, 1993 until April 28, 1994, the Company's
shares were traded on the NASDAQ Small Cap Market. From
January 26, 1993 until August 30, 1993, the Company's
shares were traded on the Domestic OTC Electronic
Bulletin Board regulated by NASD.
The Company was advised by NASDAQ on February 5, 1996
that it failed to comply with Section 3(a)3 of Schedule D
of the NASD By-Laws by not having an operating business
activity. A temporary exception was granted on that date
permitting the Registrant's common shares to remain
listed on the NASDAQ National Market until June 30, 1996.
At that time if an additional exception is not granted or
if compliance is not achieved, the Registrant's shares
will be delisted and traded on the Domestic OTC
Electronic Bulletin Board.
As of December 31, 1995 the Company estimated there were
approximately 6,600 shareholders of record of its common
stock. In addition, the Company believes that there are
approximately 2,400 shareholders whose shares are
registered in names of nominees.
MLX's current policy is to retain earnings to finance
future growth and acquisition opportunities and,
accordingly, does not currently expect to pay
any cash dividends on its common stock in the foreseeable
future.
12
QUARTERLY DATA (UNAUDITED)
(in thousands, except per share data)
1995 1st 2nd 3rd 4th
Net sales................................ $ -- $ -- $ -- $ --
Earnings (loss) before income taxes,
discontinued operations and
extraordinary item...................... (248) (312) 266 221
Discontinued operations.................. 1,158 19,435 -- --
Extraordinary item....................... -- 272 -- --
Net earnings............................. 994 19,501 167 148
Earnings applicable to common
stockholders........................... $ 694 $ 19,149 $ 167 $ 148
Net earnings per common share:
Continuing operations (net of dividends
and accretion on preferred stock).... $ (0.18) $ (0.21) $ 0.06 $ 0.05
Discontinued operations ............... .45 7.24 -- --
Extraordinary item..................... -- .10 -- --
Total ................................. $ 0.27 $ 7.13 $ 0.06 $ 0.05
Stock price range per common share............... $3.63 - 4.69 $4.13-10.25 $9.25-11.00 $9.88 -10.38
Trading volume as reported by NASDAQ............. 179 1,036 399 228
1994 1st 2nd 3rd 4th
Net sales................................ $ -- $ -- $ -- $ --
Loss before income taxes and
discontinued operations............... (282) (327) (149) (348)
Discontinued operations.................. 1,232 1,008 591 646
Net earnings............................. 1,046 792 493 416
Earnings applicable to common
stockholders.......................... $ 800 $ 543 $ 243 $ 103
Net earnings per common share:
Continuing operations (net of dividends
and accretion on preferred stock).... $ (0.16) $ (0.18) $ (0.13) $ (0.21)
Discontinued operations................ .47 .39 .22 .25
Total.................................. $ 0.31 $ 0.21 $ 0.09 $ 0.04
Stock price range per common share............... $5.25 - 6.13 $5.25 -7.50 $5.38- 7.38 $ 3.75- 6.00
Trading volume as reported by NASDAQ............. 69 174 164 129
13
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Reference is made to the consolidated financial
statements of MLX Corp., consisting of the Report of
Independent Auditors, the Consolidated Balance
Sheets as of December 31, 1995 and 1994, the related
Consolidated Statements of Income, Consolidated
Statements of Cash Flows, and Consolidated Statements
of Shareholders' Equity for each of the three years in
the period ended December 31, 1995, together with the
Notes to Consolidated Financial Statements. See Section F
of this report, which information is incorporated
into this Item 8 by reference.
Reference is made to the information set forth under
"Quarterly Data" in Item 7, "Management's Discussion and
Analysis of Financial Condition and Results of
Operations," elsewhere in this Form 10-K, which
information is incorporated into this Item 8 by
reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE.
Not applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE
REGISTRANT.
The Registrant incorporates by reference herein
information appearing under the caption "Remuneration of
Directors and Executive Officers" contained in the
Registrant's definitive Proxy Statement for the fiscal
year ended December 31, 1995 in connection with the
Registrant's 1996 Annual Meeting of Shareholders.
ITEM 11. EXECUTIVE COMPENSATION.
The Registrant incorporates by reference herein
information appearing under the caption "Remuneration of
Directors and Executive Officers" contained in the
Registrant's definitive Proxy Statement for the fiscal
year ended December 31, 1995 in connection with the
Registrant's 1996 Annual Meeting of Shareholders.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT.
The Registrant incorporates by reference herein
information appearing under the caption "Security
Ownership of Certain Beneficial Owners and Management"
contained in the Registrant's definitive Proxy Statement
for the fiscal year ended December 31, 1995 in connection
with the Registrant's 1996 Annual Meeting of
Shareholders.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS.
The Registrant incorporates by reference herein
information appearing under the caption "Employment
Agreements with Executive Officers," and "Compensation
Committee Interlocks and Related Transactions" contained
in the Registrant's definitive Proxy Statement for the
fiscal year ended December 31, 1995 in connection with
the Registrant's 1996 Annual Meeting of Shareholders.
14
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
REPORTS ON FORM 8-K.
(a) (1) Financial Statements
The following consolidated financial
statements of the Registrant are
incorporated by reference in Item 8:
Report of Independent Auditors
Consolidated Balance Sheets at December
31, 1995 and 1994.
Consolidated Statements of Income for the
years ended December 31, 1995, 1994 and
1993.
Consolidated Statements of Cash Flows for
the years ended December 31, 1995, 1994
and 1993.
Consolidated Statements of Shareholders'
Equity for the years ended December 31,
1995, 1994 and 1993.
Notes to Consolidated Financial
Statements - December 31, 1995.
(2) Schedules
All schedules for which provision is made
in the applicable accounting regulation
of the Securities and Exchange Commission
are not required under the related
instructions or are inapplicable and
therefore have been omitted.
(3) Listing of Exhibits
Exhibit 3.1 & 4.1 -- Articles of
Incorporation of
the Registrant,
as amended
(incorporated
herein by
reference to
Exhibit 3.1 to
the Registrant's
Report on Form
10-Q for the
quarter ended
June 30, 1993).
Exhibit 3.2 & 4.2 -- By-Laws of the
Registrant
(incorporated
herein by
reference to
Exhibit 3.2 to
the Registrant's
Report on Form
10-Q for the
quarter ended
June 30, 1993).
Exhibit 4.3 & 9.1 -- Voting Trust
Agreement dated
December 11,
1984
(incorporated
herein by
reference to
Exhibit 4.3 to
the Registrant's
Report on Form
10-K for the
fiscal year
ended December
31, 1991).
16
Exhibit 4.4 & 9.2 -- Amendment No. 1,
dated October
26, 1987, to the
Voting Trust
Agreement
dated December
11, 1984
(incorporated
herein by
reference to
Exhibit 4.3 to
the Registrant's
Report on Form
10-K for the
fiscal year
ended December
31, 1991).
Exhibit 4.5 & 9.3 -- Amendment No. 2,
dated April 2,
1991, to the
Voting Trust
Agreement dated
December 11,
1984
(incorporated
herein by
reference to
Exhibit 4.3 to
the Registrant's
Report on Form
10-K for the
fiscal year
ended December
31, 1991).
Exhibit 4.6 -- Restricted
Transfer Trust
Agreement dated
October 10, 1986
(incorporated
herein by
reference to
Exhibit 4.3 to
the Registrant's
Report on Form
10-K for the
fiscal year
ended December
31, 1991).
Exhibit 4.7 -- Amendment No. 1,
dated October
26, 1987, to the
Restricted
Transfer Trust
Agreement dated
October 10, 1986
(incorporated
herein by
reference to
Exhibit 4.3 to
the Registrant's
Report on Form
10-K for the
fiscal year
ended December
31, 1991).
Exhibit 4.8 -- Amendment No. 2
dated June 4,
1991 to the 1990
Restricted
Transfer Trust
Agreement dated
October 10, 1986
(incorporated
herein by
reference to
Exhibit 4.3 to
the
Registrant's
Report on Form
10-K for the
fiscal year
ended December
31, 1991).
Exhibit 4.9 -- MLX Exchange
Agreement dated
as of April 13,
1990, as
amended and
restated as of
March 19, 1992,
as amended and
restated as of
April 21, 1993,
among the
Registrant, the
Lenders listed
therein, and
Morgan
Guaranty Trust
Company of New
York, as Bond
Agent.
Exhibit 4.10 -- MLX Limited
Guarantee, dated
as of March 19,
1992
(incorporated
herein by
reference to
Exhibit 2.17 to
the
Registrant's
Current Report
on Form 8-K,
dated April 10,
1992).
16
Exhibit 4.11 -- Management
Services
Agreement, dated
as of March 19,
1992, between
the Registrant
and Pameco
Holdings, Inc.
(incorporated
herein by
reference to
Exhibit 2.16 of
the Registrant's
Current Report
on Form 8-K,
dated April 10,
1992).
Exhibit 4.12 -- Amendment to
Management
Services
Agreement, dated
as of November
30, 1992,
between the
Registrant and
Pameco
Holdings, Inc.
(incorporated
herein by
reference to
Exhibit 4.12 of
Registrant's
Report on Form
10-K for the
year ended
December 31,
1992).
Exhibit 4.13 -- Nomination
Agreement, dated
as of December
15, 1992, among
the Registrant
and the
Investors listed
therein
(incorporated
herein by
reference to
Exhibit 4.13 of
Registrant's
Report on Form
10-K for the
year ended
December 31,
1992).
Exhibit 4.14 -- Exchange
Agreement, dated
as of January
15, 1993, among
MLX Corp. and
the Investors
listed therein
(incorporated
herein by
reference to
Exhibit 4.14 of
Registrant's
Report on Form
10-K for the
year ended
December 31,
1992).
Exhibit 4.15 -- Loan and
Security
Agreement, dated
as of January
15, 1993,
between S.K.
Wellman Limited,
Inc. and
Barclays
Business
Credit, Inc.
(incorporated
herein by
reference to
Exhibit 4.15 of
Registrant's
Report on Form
10-K for the
year ended
December 31,
1992).
Exhibit 4.16 -- First Amendment
to Loan and
Security
Agreement,
dated as of
February
19,1993,
between S.K.
Wellman Limited,
Inc. and
Barclays
Business Credit,
Inc.
(incorporated
herein by
reference to
Exhibit 4.16 of
Registrant's
Report on Form
10-K for the
year ended
December 31,
1992).
Exhibit 4.17 -- Second Amendment
to Loan and
Security
Agreement, dated
as of March
15,1993, between
S.K. Wellman
Limited, Inc.
and Barclays
Business Credit,
Inc.
(incorporated
herein by
reference to
Exhibit 4.17 of
Registrant's
Report on Form
10-k for the
year ended
December 31,
1992).
17
Exhibit 4.18 - - Stock Pledge
Agreement (S.K.
Wellman S.p.A.),
dated as of
January 15,
1993, between
The S.K.
Wellman Corp.
and Barclays
Business Credit,
Inc.
(incorporated
herein by
reference to
Exhibit 4.18 of
Registrant's
Report on Form
10-K for the
year ended
December 31,
1992).
Exhibit 4.19 -- Stock Pledge
Agreement (S.K.
Wellman S.p.A.),
dated as of
January 15,
1993, between
S.K. Wellman
Limited, Inc.
and Barclays
Business Credit,
Inc.
(incorporated
herein by
reference to
Exhibit 4.19 of
Registrant's
Report on Form
10-K for the
year ended
December 31,
1992).
Exhibit 4.20 -- Stock Pledge
Agreement (The
S.K. Wellman
Company of
Canada Limited),
dated as of
January 15,
1993, between
The S.K.
Wellman Corp.
and Barclays
Business
Credit, Inc.
(incorporated
herein by
reference to
Exhibit 4.20 of
Registrant's
Report on Form
10-K for the
year ended
December 31,
1992).
Exhibit 4.21 -- Patent
Collateral
Assignment and
Security
Agreement, dated
as of January
15, 1993,
between The S.K.
Wellman Corp.
and Barclays
Business Credit,
Inc.
(incorporated
herein by
reference to
Exhibit 4.21 of
Registrant's
Report on Form
10-K for the
year ended
December 31,
1992).
Exhibit 4.22 -- Trademark
Security
Agreement, dated
as of January
15, 1993,
between The S.K.
Wellman Corp.
and Barclays
Business Credit,
Inc.
(incorporated
herein by
reference to
Exhibit 4.22 of
Registrant's
Report on Form
10-K for the
year ended
December 31,
1992).
Exhibit 4.23 -- Exchange
Agreement, dated
as of April 2,
1993, among MLX
Corp. and the
Bondholders
Listed Herein.
- -18-
Exhibit 4.24 -- First
Consolidated
Amendment to
Loan and
Security
Agreement,
dated as of
November 16,
1994, between
S.K. Wellman
Limited, Inc.
and Barclays
Business Credit,
Inc.
(incorporated
herein by
reference to
Exhibit 4.24 of
Registrant's
Report on Form
10-K for the
year ended
December 31,
1994.)
Exhibit 10.1# -- Employment
Agreement, dated
February 10,
1991, between
the Registrant
and Brian R.
Esher
(incorporated
herein by
reference to
Exhibit 10.1 to
the Registrant's
Report on Form
10-K for the
fiscal year
ended December
31, 1990).
Exhibit 10.1a# -- First Amendment
to Employment
Agreement, dated
as of March 19,
1992, between
the Registrant
and Brian Esher.
Exhibit 10.1b# -- Second Amendment
to Employment
Agreement,
dated as of
January 1,
1994, between
Registrant and
Brian Esher.
Exhibit 10.1c# -- Third Amendment
to Employment
Agreement,
dated as of
January 1,
1995, between
the Registrant
and Brian Esher.
Exhibit 10.1d*# -- Fourth Amendment
to Employment
Agreement, dated
as of January 1,
1996, between
the Registrant
and Brian Esher.
Exhibit 10.3 -- Severance/
Consulting
Agreement, dated
January 14,
1991, between
the Registrant
and William P.
Panny
(incorporated
herein by
reference to
Exhibit 10.3 to
the Registrant's
Report on Form
10-K for the
fiscal year
ended December
31, 1990).
Exhibit 10.4 -- Purchase
Agreement, dated
as of March 19,
1992,among the
Registrant,
Pameco Holdings,
Inc., and Pameco
Corporation
(incorporated
herein by
reference to
Exhibit 21 of
Registrant's
Current Report
on Form 8-K
dated April
10, 1992).
Exhibit 10.5# -- MLX Corp. Stock
Option Plan,
dated as of
December 29,
1989
(incorporated
herein by
reference to
Exhibit 10.5 of
Registrant's
Report on Form
10-K for the
year ended
December 31,
1992).
- -19-
Exhibit 10.6# -- Senior
Management
Discretionary
Bonus Plan,
dated as of
January 21,
1992
(incorporated
herein by
reference to
Exhibit 10.6 of
Registrant's
Report on Form
10-K for the
year ended
December 31,
1992).
Exhibit 10.8# -- MLX 1995 Stock
Option and
Incentive Award
Plan
(incorporated
herein by
reference to
Exhibit C of
Registrant's
definitive
Proxy Statement
for the fiscal
year ended
December 31,
1994 in
connection with
the Registrant's
1995 Annual
Meeting of
Shareholders).
Exhibit 10.9 -- Wellman Sale
Agreement
(incorporated
herein by
reference to
Exhibit B of
Registrant's
definitive Proxy
Statement for
the fiscal
year ended
December 31,
1994 in
connection with
the Registrant's
1995 Annual
Meeting of
Shareholders).
Exhibit 23* -- Consent of
Independent
Auditors.
Exhibit 27* -- Financial Data
Schedule.
- -----------
*Filed with this Report on Form 10-K
#Management compensatory plan or arrangement
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the
Registrant during the quarter ended
December 31, 1995.
- -20-
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.
MLX Corp.
Dated: March 13, 1996 By:/S/ THOMAS C. WAGGONER
President & Chief Financial
Officer
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 indicated on March 13, 1996.
Signature Title
/s/ Brian R. Esher Chairman of the Board &
Chief Executive Officer and
Director (Principal
Executive Officer)
/s/ Thomas C. Waggoner President & Chief Financial
Officer(Principal Financial
and Accounting Officer)
/s/ Willem F.P. de Vogel Director
/s/ Alfred R. Glancy III Director
/s/ S. Sterling McMillan, III Director
/s/ J. William Uhrig Director
/s/ W. John Roberts Director
/s/ H. Whitney Wagner Director
- -21-
MLX CORP.
ANNUAL REPORT ON FORM 10-K
YEAR ENDED DECEMBER 31, 1995
ITEM 8
REPORT OF INDEPENDENT AUDITORS
FINANCIAL STATEMENTS
SECTION F
- -22-
REPORT OF INDEPENDENT AUDITORS
BOARD OF DIRECTORS
MLX CORP.
We have audited the accompanying consolidated balance
sheets of MLX Corp. as of December 31, 1995 and 1994, and
the related consolidated statements of income,
shareholders' equity and cash flows for each of the three
years in the period ended December 31, 1995. These
financial statements are the responsibility of the
Company's management. Our responsibility is to express
an opinion on these financial statements based on our
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 financial statements referred to
above present fairly, in all material respects, the
consolidated financial position of MLX Corp. at December
31, 1995 and 1994, and the consolidated results of its
operations and its cash flows for each of the three years
in the period ended December 31, 1995 in conformity with
generally accepted accounting principles.
Ernst & Young LLP
March 7, 1996
Atlanta, Georgia
- -F1-
MLX CORP.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
December 31
1995 1994
ASSETS
Current assets:
Cash and cash equivalents $32,903 $ 640
Prepaid expenses 103 --
Escrow funds 4,113 --
Total current assets 37,119 640
Equipment and other assets 5 2
Tax escrow funds 1,385 --
Net assets held for disposal -- 13,232
Total assets $38,509 $13,874
LIABILITIES
Current liabilities:
Accounts payable $ -- $ 14
Accrued compensation and benefits 75 201
Other accrued liabilities and expenses 310 208
Accrued taxes 289 47
Dividends payable on Series A Preferred Stock -- 212
Total current liabilities 674 682
Long-term debt -- 2,463
Other long-term liabilities 1,957 --
Shareholders' equity:
Preferred stock, no par value - authorized 1,500,000
shares; none outstanding -- --
Preferred stock, Series A, $30 par value -
authorized 500,000 shares; none outstanding
(264,000 shares in 1994) -- 7,265
Common stock, $.01 par value -
authorized 38,500,000 shares; 2,607,000 shares
outstanding (2,540,000 shares in 1994) 26 25
Capital in excess of par value 72,841 61,874
Retained earnings deficit (36,989) (57,147)
35,878 12,017
Other equity adjustments -- (1,288)
Total shareholders' equity 35,878 10,729
Total liabilities and shareholders' equity $38,509 $13,874
See accompanying notes
- -F2-
MLX CORP.
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except share data) Year ended December 31
1995 1994 1993
Net sales.................................................. $ -- $ -- $ --
General and administrative expenses........................ 1,015 827 1,342
Operating loss from continuing operations.................. (1,015) (827) (1,342)
Interest income............................................ 1,074 17 12
Interest expense........................................... (114) (202) (366)
Other income (expense)..................................... (18) (94) 81
Loss before income taxes, discontinued operations
and extraordinary item............................... (73) (1,106) (1,615)
Federal income tax benefit................................. (18) (376) (549)
Loss from continuing operations before
extraordinary item.................................. (55) (730) (1,066)
Discontinued operations:
Earnings from operations (net of income tax
of $1,928 in 1995, $2,764 in 1994
and $2,466 in 1993)................................ 2,507 3,477 3,105
Gain on disposal of business
(net of income tax of $13,311)....................... 18,086 -- --
Earnings from discontinued operations................ 20,593 3,477 3,105
Extraordinary gain on early retirement of debt
(net of income taxes of $140 in 1995
and $1,869 in 1993).................................. 272 -- 3,627
Net earnings............................................... 20,810 2,747 5,666
Dividends and accretion on preferred stock................. (652) (1,058) (873)
Earnings applicable to common stock........................ $20,158 $ 1,689 $ 4,793
Earnings per share:
Loss from continuing operations (net of dividends and
accretion on preferred stock)........................ $ (0.26) $ (0.68) $ (0.74)
Discontinued operations:
Earnings from operations............................. .93 1.33 1.19
Gain on disposal of business......................... 6.76 -- --
Extraordinary gain on early retirement of debt......... .10 -- 1.38
Net earnings......................................... $ 7.53 $ 0.65 $ 1.83
Average outstanding common shares and
dilutive options....................................... 2,676 2,613 2,620
See accompanying notes.
- -F-3-
MLX CORP.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(in thousands)
Series A Capital in Retained Other
Preferred Common Excess of Earnings Equity
Stock Stock Par Value (Deficit) Adjustments Total
--------- ------ ---------- --------- ----------- -----
BALANCE AT JANUARY 1, 1993............................ $ 5,100 $ 254 $57,319 $(63,629) $ (888) $(1,844)
Issuance of 64,000 shares of preferred stock in
connection with the retirement of debt 1,646 -- -- -- -- 1,646
Dividends and accretion on preferred stock 235 -- -- (873) -- (638)
Foreign currency translation adjustment -- -- -- -- (509) (509)
Benefit of pre-reorganization tax
loss carryforwards.............................. -- -- 3,112 -- -- 3,112
One-for-ten-reverse stock split..................... -- (229) 118 -- -- (111)
Stock options exercised............................. -- -- 2 -- -- 2
Net earnings........................................ -- -- -- 5,666 -- 5,666
BALANCE AT DECEMBER 31, 1993.......................... 6,981 25 60,551 (58,836) (1,397) 7,324
Dividends and accretion on preferred stock 284 -- -- (1,058) -- (774)
Foreign currency translation adjustment............. -- -- -- -- 109 109
Benefit of pre-reorganization tax
loss carryforwards.............................. -- -- 1,314 -- -- 1,314
Stock options exercised............................. -- -- 9 -- -- 9
Net earnings........................................ -- -- -- 2,747 -- 2,747
BALANCE AT DECEMBER 31, 1994.......................... 7,265 25 61,874 (57,147) (1,288) 10,729
Dividends and accretion on preferred stock.......... 117 -- -- (652) -- (535)
Foreign currency translation adjustment............. -- -- -- -- (77) (77)
Benefit of pre-reorganization tax
loss carryforwards.............................. -- -- 11,325 -- -- 11,325
Stock options exercised............................. -- 1 180 -- -- 181
Equity adjustment upon sale of S.K. Wellman......... -- -- -- -- 1,365 1,365
Redemption of preferred stock....................... (7,382) -- (538) -- -- (7,920)
Net earnings........................................ -- -- -- 20,810 -- 20,810
BALANCE AT DECEMBER 31, 1995.......................... $ -- $ 26 $72,841 $(36,989) $ -- $35,878
See accompanying notes.
- -F-4-
MLX CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Year ended December 31
1995 1994 1993
----- ------ -------
CASH FLOWS FROM OPERATING ACTIVITIES:
Earnings (loss) from continuing operations
(including extraordinary gain on early
retirement of debt)................................................ $ 217 $(730) $ 2,561
Adjustments to reconcile earnings (loss) from
continuing operations to net cash used in
operating activities from continuing operations:
Extraordinary gain on early retirement of debt...................... (412) -- (5,496)
Charge in lieu of federal income taxes
(federal income tax benefit)....................................... 122 (376) 1,320
Depreciation and amortization....................................... -- 8 39
Change in operating assets and liabilities of
continuing operations:
Prepaid expenses.................................................. (217) (1) 116
Accounts payable and accrued expenses............................. (1,655) (1,195) 144
Other............................................................. (54) 540 29
Net cash used in operating activities from
continuing operations............................................... (1,999) (1,754) (1,287)
Net cash provided by operating activities from
discontinued operations............................................. 3,875 6,817 7,343
Net cash provided by operating activities.............................. 1,876 5,063 6,056
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of S.K. Wellman................................. 49,177 -- --
Redemption of Series A Preferred Stock............................. (7,920) -- --
Increase in escrow funds for warranties and taxes.................. (5,498) -- --
Investing cash flows from discontinued operations.................. (1,437) (2,985) (1,820)
Net cash provided by (used in) investing activities.................... 34,322 (2,985) (1,820)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments of dividends on Series A Preferred Stock.................. (747) (1,200) --
Repayment of debt.................................................. (2,076) -- (6,479)
Stock options exercised and other.................................. 181 9 (47)
Financing cash flows from discontinued operations.................. (1,740) (785) 2,608
Net cash used in financing activities.................................. (4,382) (1,976) (3,918)
Net increase in cash and cash equivalents.............................. 31,816 102 318
Cash and cash equivalents at January 1................................. 1,087 985 667
Cash and cash equivalents at December 31
(including cash of discontinued operations
of $447 in 1994 and $289 in 1993).................................. $32,903 $ 1,087 $ 985
See accompanying notes.
- -F-5-
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION AND BASIS OF PRESENTATION
MLX Corp. (MLX or the Company) is a publicly traded
company which has invested in operating subsidiaries in a
variety of industries.
During 1995 the Company sold its sole remaining operating
subsidiary, S.K. Wellman Limited, Inc. (Wellman).
Accordingly, the accompanying financial statements and
notes have been restated to report the financial
condition and operating results of Wellman as a
discontinued operation.
PRINCIPLES OF CONSOLIDATION
The financial statements include the accounts of MLX and,
prior to their sale, its wholly owned subsidiaries. The
wholly owned subsidiaries include S.K. Wellman Limited,
Inc. and each of its wholly owned subsidiaries -
comprising the Wellman business. Upon consolidation, all
significant intercompany accounts and transactions were
eliminated.
USE OF ESTIMATES
The preparation of the consolidated financial statements
in conformity with generally accepted accounting
principles requires management to make estimates and
assumptions that affect the amounts reported in the
consolidated financial statements and accompanying notes.
Actual results may differ from those estimates.
CASH EQUIVALENTS
Cash equivalents consist of investments in short-term
asset management accounts with five banking institutions,
none of which holds greater than $8 million of these
assets. All investments are stated at cost plus accrued
interest which approximates market value. At December 31,
1995 the Company's average rate of return on these
investments was approximately 5.17%. As these investments
account for all of the Company's income subsequent to the
sale of Wellman, the Company's future financial results
will be impacted by changes in the short-term interest
rates available to the Company. For purposes of the
accompanying Consolidated Statements of Cash Flows, the
Company considers all highly liquid investments with a
maturity of three months or less when purchased to be
cash equivalents.
FEDERAL INCOME TAXES
Any tax benefits resulting from the utilization of the
Company's federal net operating loss or other
carryforwards existing at December 11, 1984, the date
of confirmation of the Plan of Reorganization
(Confirmation Date), are excluded from operations and
credited to capital in excess of par value in the year
such tax benefits are realized.
- -F-6-
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
STOCK OPTIONS
Proceeds from the sale of stock under options are
credited to common stock at par value and the excess of
the option price over par value is credited to capital in
excess of par value.
The Company grants stock options for a fixed number of
shares to employees with an exercise price equal to the
fair value of the shares at the date of grant. The
Company accounts for stock option grants in accordance
with APB Opinion No. 25, ACCOUNTING FOR STOCK ISSUED TO
EMPLOYEES, and intends to continue to do so.
EARNINGS PER COMMON SHARE
Primary earnings per common share is based on the
weighted average number of shares outstanding during each
year and dilutive common stock equivalents. Earnings
applicable to common stock is determined by adjusting net
earnings for dividends and accretion on preferred stock.
RELATIONSHIP WITH PAMECO CORPORATION
MLX has an arrangement with Pameco Corporation (Pameco)
pursuant to which MLX shares certain management,
operational and administrative functions. The costs for
such services are also shared. MLX paid $60,000 to Pameco
Corporation under this agreement in 1995 and in 1994. MLX
received $81,500 (net of amounts paid) in 1993. Such
amounts are included as a component of general and
administrative expenses in the accompanying Consolidated
Statements of Income.
2. SALE OF S.K. WELLMAN SUBSIDIARY
On April 10, 1995 the Company entered into a stock
purchase agreement (the Agreement) with a third party for
the sale of all the common stock of Wellman for $60
million, which includes certain amounts related to the
repayment or assumption of debt and capital leases by the
purchaser. Such sale was approved by the common
shareholders of MLX Corp. at the 1995 annual meeting
of shareholders and was completed on June 30, 1995. The
cash proceeds received by the Company pursuant to the
transaction, less purchase price adjustments and
estimated expenses, amounted to $48.9 million.
In connection with the sale of the Wellman subsidiary,
the Company repaid its principal and interest obligations
under the Variable Rate Subordinated Notes and Zero
Coupon Bonds and redeemed its Series A Preferred Stock
along with unpaid dividends. The net proceeds to the
Company from the transaction after such repayments were
$38.5 million.
A portion of these proceeds was used by the Company to
fund an escrow account of $4 million to partially
collateralize its indemnification obligations in the
purchase and sale agreement. This escrow fund is expected
to exist for a period of 15 months from the date of the
sale and accordingly has been classified as a current
asset at December 31, 1995. The Company's maximum
liability under the indemnification provisions in the
Agreement is $5 million. An additional escrow
- -F-7-
2. SALE OF S.K. WELLMAN SUBSIDIARY (CONTINUED)
fund amounting to $1,250,000 was established at June 30, 1995
(and adjusted to $1,347,000 in August 1995) relating to certain
estimated income tax obligations arising from the sale. This
escrow fund has been classified as long-term in the Consolidated
Balance Sheet. Other Long-Term Liabilities include taxes related
to this escrow fund which are estimated to be payable after one
year.
The transaction resulted in a gain of $31.4 million. Income taxes
were provided for this gain as follows (in thousands):
Federal and state income taxes due and payable $ 3,291
Pro-forma charge in lieu of federal income taxes 10,020
--------
$13,311
The accompanying consolidated financial statements reflect the
operating results, balance sheet and cash flows of the
discontinued operations separately from continuing operations for
all years presented.
The operating results of the discontinued operations were as
follows (the 1995 results include operations through the date of
the sale):
Year ended December 31
(in thousands)
1995 1994 1993
------- ------- -------
Net sales........................................ $34,916 $60,858 $57,036
Earnings from operations before income taxes..... $ 4,435 $ 6,241 $ 5,571
Income taxes..................................... (1,928) (2,764) (2,466)
Earnings from discontinued operations............ $ 2,507 $ 3,477 $ 3,105
Net assets of the discontinued operations at December 31, 1994
were as follows:
Cash and cash equivalents.................. $ 447
Accounts receivable........................ 9,638
Inventories................................ 9,681
Prepaid expenses and other current assets.. 958
Property, plant and equipment, net......... 13,361
Intangible assets, net..................... 2,288
Other assets............................... 509
Accounts payable and accrued expenses...... (9,464)
Debt and capital leases.................... (11,807)
Other accrued liabilities.................. (2,379)
---------
$ 13,232
- -F-8-
2. SALE OF S.K. WELLMAN SUBSIDIARY (CONTINUED)
The following table provides supplemental information pertaining
to the discontinued operations in the Consolidated Statements of
Cash Flows (the 1995 cash flows include operations through the
date of the sale):
Year ended December 31
-----------------------------------
(in thousands)
1995 1994 1993
CASH FLOWS FROM OPERATING ACTIVITIES:
Earnings from discontinued operations. . . . . . . . . . . . $ 2,507 $ 3,477 $ 3,105
Adjustments to reconcile earnings to net
cash provided by discontinued operating
activities:
Depreciation and amortization. . . . . . . . . . . . . . . 1,062 2,269 2,552
Charge in lieu of federal income taxes . . . . . . . . . . 1,183 1,690 1,792
Changes in operating assets and liabilities:
Accounts receivable. . . . . . . . . . . . . . . . . . . (1,158) (1,281) (84)
Inventories and prepaid expenses . . . . . . . . . . . . (791) (1,606) (506)
Accounts payable and accrued expenses. . . . . . . . . . 310 2,115 1,486
Other. . . . . . . . . . . . . . . . . . . . . . . . . . 762 153 (1,002)
Net cash provided by operating activities. . . . . . . . . . . . $ 3,875 $ 6,817 $ 7,343
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant, and equipment . . . . . . . . . $(1,437) $(2,985) $(1,820)
Net cash used in investing activities. . . . . . . . . . . . . . $(1,437) $(2,985) $(1,820)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings on long-term debt . . . . . . . . . . . . . . . . $ 522 $ 976 $10,740
Repayment of debt. . . . . . . . . . . . . . . . . . . . . . (2,262) (1,761) (8,132)
Net cash provided by (used in)
financing activities . . . . . . . . . . . . . . . . . . . . . $(1,740) $ (785) $ 2,608
3. GAIN ON EARLY RETIREMENT OF DEBT
In connection with the sale of Wellman (see Note 2), the Company
retired Zero Coupon Bonds and Variable Rate Subordinated Notes
with a carrying value of $2.5 million with cash payments totaling
$2.1 million. The resulting net gain on early retirement of debt
(net of a pro-forma charge in lieu of federal income taxes of
$140,000) has been reported as an extraordinary item.
Also on June 30, 1995, the Company redeemed all its outstanding
shares of Series A Preferred Stock for cash payments totaling
$7.9 million, the contractual redemption value. The difference
between this redemption amount and the carrying value of $7.4
million was charged to Capital in Excess of Par Value.
- -F-9-
3. GAIN ON EARLY RETIREMENT OF DEBT (CONTINUED)
During the quarter ended June 30, 1993, the Company exchanged
shares of its Series A Preferred Stock (see Note 5) with an
approximate fair value of $1.6 million (face value of $1.9
million) and 1993 Variable Rate Subordinated Notes with an
approximate fair value of $1.4 million for Zero Coupon Bonds with
a carrying value of $8.5 million. The resulting net gain on early
retirement of debt of $3.6 million was reported in the quarter
ended June 30, 1993 as an extraordinary item.
4. LONG-TERM DEBT
The components of long-term debt are as follows (in thousands):
1995 1994
---- ------
Zero coupon bonds net of unamortized discount
of $130 in 1994. . . . . . . . . . . . . . $ -- $1,022
Variable rate subordinated notes. . . . . . . -- 1,441
$ -- $2,463
At December 31, 1994, the Company had outstanding Zero Coupon
Bonds with a maturity date of March 2002. Such bonds were
redeemed during 1995 in connection with the sale of Wellman.
In April 1993 MLX issued variable rate subordinated notes to
certain holders of its Zero Coupon Bonds. The notes were
initially recorded at their estimated fair value and were being
increased to the redemption value of $1,444,000 during the period
from date of issuance until March 19, 2002 (date of maturity).
The notes were due in 2002 or, on a pro rata basis, whenever
shares of the Series A preferred stock are repurchased. All such
notes were redeemed during 1995 in connection with the sale of
Wellman.
Interest paid was $127,000 in 1995, $197,000 in 1994, and
$122,000 in 1993.
5. SHAREHOLDERS' EQUITY AND STOCK OPTIONS
The assets and liabilities of foreign operations of the
discontinued operations were translated into U.S. dollars at
current exchange rates with the resulting cumulative translation
adjustment, $(1,018,000) at December 31, 1994 and $(1,127,000) at
December 31, 1993, recorded as a separate component of
shareholders' equity. In connection with the sale of Wellman, the
cumulative translation adjustment at June 30, 1995 was included
in the calculation of the gain on the sale.
The Company has two stock option plans. Under the MLX Corp. Stock
Option Plan, adopted in 1985, the Company granted stock options
to certain officers, directors and key employees at prices not
less than the market value on the date the option was granted. At
December 31, 1995 30,200 options were outstanding under this Plan
(excluding 190,400 options issued to the Company's Chief
Executive Officer - see below) with exercise periods extending
through December 1999. No new options may be granted under this
Plan.
- -F-10-
5. SHAREHOLDERS' EQUITY AND STOCK OPTIONS (CONTINUED)
Under the MLX Corp. Stock Option and Incentive Award Plan (the
"1995 Plan"), adopted in 1995, stock-based awards may be issued
to key employees (including directors who are also employees) and
certain others in a variety of forms. Such awards may include
incentive stock options, non-qualified stock options,
restricted stock and outright stock awards. A total of 125,000
shares of MLX common stock are reserved under the 1995 Plan and
no option granted under the 1995 Plan can have an exercise date
greater than ten years from the date of the grant. The 1995 Plan
terminates in June 2005.
A summary of transactions under both plans is as follows:
1995 1994 1993
---- ---- ----
NUMBER Number Number
OF PRICE PER of Price Per of Price Per
SHARES SHARE Shares Share Shares Share
------- ---------- ------ ---------- ------ -----------
Outstanding at beginning of year..... 104,467 $2.50-8.44 94,733 $2.50-8.44 87,000 $2.50-33.70
Granted........................... 30,000 9.25 14,300 4.00 11,800 4.25- 8.44
Exercised......................... (67,834) 2.50-8.44 (3,600) 2.50 (867) 2.50- 8.44
Cancelled......................... (6,433) 2.50-8.44 (966) 2.50-8.44 (3,200) 2.50-33.70
Outstanding at end of year........... 60,200 $2.50-9.25 104,467 $2.50-8.44 94,733 $2.50- 8.44
AT DECEMBER 31:
Exercisable....................... 36,033 91,100 58,854
Reserved for future grant......... 95,000 3,817 17,151
On February 11, 1991, MLX issued options to its Chief Executive
Officer (CEO) to acquire 190,400 shares of the Company's common
stock at $5.00 per share (the market value at date of grant),
which are not reflected in the table above. At December 31, 1995,
all such options are exercisable and will expire in February
1998. The options contain a clause that in the event that any new
or existing shareholders increase their percentage ownership
interest of the Company's common stock by 5% or more, the options
are immediately converted to Stock Appreciation Rights (SAR). The
options also provide for anti-dilution adjustments in certain
events, including a stock dividend, merger, consolidation or
other recapitalization.
The Company is authorized to issue up to 500,000 shares
designated as Series A Preferred Stock with a par value and
liquidation preference of $30 per share. The Series A Preferred
Stock is non-voting. Dividends on shares of Series A Preferred
Stock outstanding during 1995, 1994 and 1993 were payable in cash
on the basis of an increasing rate formula (12.5% at June 30,
1995 and 11% at December 31, 1994). All outstanding shares of
Series A Preferred Stock were redeemed by the Company with the
proceeds from the sale of Wellman.
- -F-11-
5. SHAREHOLDERS' EQUITY AND STOCK OPTIONS (CONTINUED)
An aggregate of 264,000 shares of Series A Preferred Stock was
issued to certain holders of Zero Coupon Bonds as of December
1992 and April 1993. The Series A Preferred Stock was initially
recorded at its estimated fair value and was being increased to
the redemption price of $30 per share during the period from date
of issuance until January 1, 1999 (commencement of maximum annual
dividend rate). This annual accretion, based on the interest
method, was charged to retained earnings and amounted to $117,000
in 1995, $284,000 in 1994 and $235,000 in 1993.
6. INCOME TAXES
The Company accounts for income taxes in accordance with the
liability method as required by FASB Statement No. 109,
"Accounting for Income Taxes."
At December 31, 1995, MLX has net operating loss carryforwards,
existing as of the Confirmation Date, of approximately $240
million which are available to offset future taxable income for
federal income tax purposes. Such carryforwards expire as of
December 31 in each of the years as follows: $20.6 million in
1996, $144.3 million in 1997, $1.2 million in 1998 and $73.8
million in 1999. Any tax benefit derived from the utilization of
these net operating loss carryforwards is excluded from
operations and credited to capital in excess of par value in the
year such tax benefits are utilized.
Subsequent to the Confirmation Date, the Company has available
(for federal income tax purposes), net operating loss
carryforwards of approximately $59.2 million, which expire as of
December 31 in each of the years as follows: $2.7 million in
2000, $2.2 million in 2002, $5.0 million in 2005, $2.0 million in
2006 and $47.3 million in 2007.
The cumulative net operating loss for financial reporting
purposes approximates the tax amount as shown above. The
components of the income tax provision are as follows (in
thousands):
1995 1994 1993
CHARGE IN LIEU OF FEDERAL INCOME TAXES
(FEDERAL INCOME TAX BENEFIT):
Continuing operations........................... $ (18) $(376) $ (549)
Extrordinary gain on early retirement of debt... 140 -- 1,869
Total....................................... $ 122 $(376) $1,320
Income tax expense associated with discontinued operations is set
forth in Note 2.
- -F-12-
6. INCOME TAXES (CONTINUED)
The charge in lieu of federal income taxes (federal income tax
benefit) approximates the statutory rate applied to earnings
before income taxes.
Deferred income taxes reflect the net tax effects of temporary
differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used
for income tax purposes. Significant components of the Company's
deferred tax assets are as follows (in thousands):
1995 1994
Federal net operating loss carryforward...... $102,000 $114,000
State net operating loss carryforward........ 3,000 3,000
Reserves and other........................... 1,000 1,000
Total.................................... 106,000 118,000
Valuation allowance for deferred tax assets.. (106,000) (118,000)
Net deferred tax assets...................... $ -- $ --
The valuation allowance for deferred tax assets decreased $2
million during 1994.
- -F-13-
[IBC}Corporate Data
Executive Office Legal Counsel
1000 Center Place Kilpatrick & Cody
Norcross, Georgia 30093 Atlanta, Georgia
Independent Auditors Stock Transfer Agent & Registrar
Ernst & Young LLP American Stock Transfer & Trust
Atlanta, Georgia Company
New York, New York
MLX Corp. common stock is traded on the NASDAQ National Market
under the symbol "MLXR".
For more information about the Company contact the Investors
Relations Department at (770) 798-0677 or write to MLX Corp.,
1000 Center Place, Norcross, Georgia 30093.
The annual meeting of shareholders of MLX Corp. will be held on
May 1, 1996 at 11:00 a.m. at the offices of Kilpatrick & Cody,
1100 Peachtree Street, Suite 2700, Atlanta, Georgia.
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[BC] MLX LOGO
MLX Corp. Headquarters
1000 Center Place
Norcross, Georgia 30093
(770) 798-0677
FAX (770) 798-0633