-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QMmwyfh9zK3g7DBLKgy5DnqVr6dx48f3QEm/46R8PmAajFgjGlrokJ6RGYhu61T4 0SdoDEJWl6t2iUl48hKiqg== 0000899078-96-000080.txt : 19960508 0000899078-96-000080.hdr.sgml : 19960508 ACCESSION NUMBER: 0000899078-96-000080 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960507 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: POLYPHASE CORP CENTRAL INDEX KEY: 0000748212 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-COMPUTER & PERIPHERAL EQUIPMENT & SOFTWARE [5045] IRS NUMBER: 232708876 STATE OF INCORPORATION: NV FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-09083 FILM NUMBER: 96557071 BUSINESS ADDRESS: STREET 1: 16885 DALLAS PARKWAY CITY: DALLAS STATE: TX ZIP: 75248 BUSINESS PHONE: 2147320010 MAIL ADDRESS: STREET 1: 16885 DALLAS PKWY CITY: DALLAS STATE: TX ZIP: 75248 FORMER COMPANY: FORMER CONFORMED NAME: KAPPA NETWORKS INC DATE OF NAME CHANGE: 19910721 10-Q/A 1 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 1995 [ ] 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: 1-9083 POLYPHASE CORPORATION (Exact name of registrant as specified in its charter) Nevada 23-2708876 (State or other jurisdiction of (I.R.S. Employer incorporation Identification Number) or organization) 16885 Dallas Parkway, Suite 400 Dallas, Texas 75248 (Address of principal executive offices) (214) 732-0010 (Registrants's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Exchange Act during the past 12 months ( or for such shorter period the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Common Stock, $.01 par value 13,121,966 Outstanding at February 13, 1996 CORPDAL:47492.2 20702-00012 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS Results of Operations Revenues for the three months ended December 31, 1995 increased $24,886,000 (197%) to $37,497,000 from $12,611,000 during the three months ended December 31, 1994. Operating income also increased $2,078,000 (236%) over the comparable period, primarily attributable to the inclusion of the operations of Overhill Farms, Inc which were acquired by the Company in May 1995. Net income for the three months ended December 31, 1995 increased $186,000 (32%) to $760,000 from $574,000 during the three months ended December 31, 1994. Net income while up substantially from the comparable prior year period was effected by increased interest expense from the acquisition of Overhill Farms and the reduction of tax benefits available during the period. The Company is currently reviewing several alternatives to increase earnings by refinancing existing debt, streamlining operations, and continuing its program of strategic acquisitions. The Food Group's revenues and operating income for the three month's ended December 31, 1995 were $22,571,000 and $1,929,000, respectively. Since the food operations were acquired during fiscal 1995, no comparative amounts are available for the prior year. As compared to the prior quarter, revenues were down approximately $1,250,000, primarily due to lower sales to the airline and restaurant industries. Management expects these revenues to be restored to historical levels. Revenues for the Forestry Group for the three months ended December 31, 1995 increased $2,782,000 (35 %) to $10,814,000 from $8,032,000 for the three months ended December 31, 1994. Operating income for the comparable period also increased $292,000 or 30 %. The increases in revenue and operating income were primarily due to the strong demand for lumber and favorable weather conditions in Eastern Texas during the fiscal 1996 period. Consequently, logging companies have upgraded or purchased new equipment to satisfy the lumber mills' demand. Management expects the demand to stabilize over the remainder of the fiscal year as the mills begin to fulfill their timber requirements. During fiscal 1996 management combined the Computer Group and Transformer Group in order to achieve operating efficiencies through potential purchasing economies and management supervision. During the three months ended December 31, 1995 revenues for the Computer and Electronics Group decreased $467,000 (10%) to $4,112,000 from $4,579,000 for the three months ended December 31, 1994. Operating income also decreased to a loss for the comparable period. The decreases are primarily CORPDAL:47492.2 20702-00012 -1- attributable to increased competition and lower gross profit margins. Management has taken steps to increase marketing and offer expanded services to computer customers as well as begin identifying additional markets for transformers and electronic filters. Liquidity and Capital Resources During the three months ended December 31, 1995, the Company generated cash of approximately $ 2,261,000 in its operating activities compared to a use of cash in the amount of $1,341,000 during the comparable period in fiscal 1995. The cash was provided primarily from increases in depreciation and amortization expenses associated with the acquisition of Overhill Farms and decreases in trade receivables at TTI. This was partially offset by to increased inventories, primarily at TTI, during the period. During the three months ended December 31, 1995, the Company's investing activities used cash of approximately $2,887,000 compared to a use of cash in the amount of $1,620,000 in fiscal 1995. The Company's use of cash consisted primarily of advances with Mr. Tanner in the amount of $2,000,000 and advances to the Pyrenees Group of approximately $1,514,000. During the three months ended December 31, 1995 the Company's financing activities used cash of approximately $1,698,000 as compared to $2,429,000 of cash provided in the comparable period in fiscal 1995. During the period the Company placed $2,500,000 of Series A-3 Preferred Stock and sold an additional $1,500,000 of 12% convertible debentures. The funds from these transactions were used, in part, in the repayment of advances of $1,153,000 from related parties in connection with the acquisition of Overhill Farms and prepaying approximately $750,000 on existing Overhill term loans. The Company plans to continue its program of expansion and diversification through the acquisition of additional operating companies. Funding for these acquisitions is anticipated to come from a combination of internally generated funds, proceeds from the exercise of options, the issuance of shares of preferred stock and from additional borrowings. The Company's management believes that cash generated from operations, together with available lines of credit and contemplated debt and/or equity placements, will be sufficient to meet the Company's liquidity requirements for the next 12 months. CORPDAL:47492.2 20702-00012 -2- SIGNATURE In accordance with the requirements of the Exchange Act, the registrant caused this amended report to be signed on its behalf by the undersigned, thereunto duly authorized. POLYPHASE CORPORATION (Registrant) Date: May 6, 1996 By: /s/ Paul A. Tanner Paul A. Tanner President and Chief Executive Officer CORPDAL:47492.2 20702-00012 -3- SIGNATURE In accordance with the requirements of the Exchange Act, the registrant caused this amended report to be signed on its behalf by the undersigned, thereunto duly authorized. POLYPHASE CORPORATION (Registrant) Date: May 6, 1996 By: Paul A. Tanner President and Chief Executive Officer CORPDAL:47492.2 20702-00012 -4- -----END PRIVACY-ENHANCED MESSAGE-----