<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1996
[ ] 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 or organization) Identification No.)
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 13,146,966
------------------------------
Outstanding at August 15, 1996
<PAGE>
POLYPHASE CORPORATION
FORM 10-Q
QUARTER ENDED JUNE 30, 1996
- --------------------------------------------------------------------------------
TABLE OF CONTENTS
-----------------
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION Page No.
- ----------------------------- --------
<S> <C>
Item 1. Financial Statements
Consolidated Condensed Balance Sheets as of
June 30, 1996 and September 30, 1995 2
Consolidated Condensed Statements of
Operations for the Three Months Ended
June 30, 1996 and 1995 4
Consolidated Condensed Statements of
Operations for the Nine Months Ended
June 30, 1996 and 1995 5
Consolidated Condensed Statements of
Cash Flows for the Nine Months Ended
June 30, 1996 and 1995 6
Notes to Consolidated Condensed Financial Statements 8
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 11
PART II - OTHER INFORMATION
- ---------------------------
Item 6. Exhibits and Reports on Form 8-K 13
Signature Page 14
</TABLE>
-1-
<PAGE>
POLYPHASE CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(Unuadited)
Assets
<TABLE>
<CAPTION>
June 30, September 30,
------------ -------------
1996 1995
------------ -------------
Current assets:
<S> <C> <C>
Cash $ 723,328 $ 3,275,068
Receivables, net of allowance for
doubtful accounts of $463,010 and $509,669
Trade accounts 11,551,441 11,602,628
Current portion of sales contracts 5,660,645 6,973,101
Notes receivable 995,215 1,215,389
Related parties 8,670,294 737,992
Inventories 29,370,713 26,007,672
Prepaid expenses and other 1,184,091 1,836,150
------------ -------------
Total current assets 58,155,727 51,648,000
------------ -------------
Property and equipment:
Land 380,000 505,000
Buildings and improvements 4,941,451 3,641,470
Machinery, equipment and other 8,584,770 7,932,882
------------ -------------
13,906,221 12,079,352
Less-Accumulated depreciation 3,993,659 2,761,966
------------ -------------
9,912,562 9,317,386
------------ -------------
Other assets:
Noncurrent receivables
Sales contracts 2,663,833 3,281,459
Notes receivable 358,268 368,106
Related parties 4,000,000 -
Excess of cost over fair value of net assets of
businesses acquired, net of accumulated
amortization of $1,771,684 and $1,037,734 18,639,386 19,374,134
Other intangible assets 1,783,929 2,021,652
Restricted cash 951,479 916,275
Other 1,090,261 1,231,851
------------ -------------
29,487,156 27,193,477
------------ -------------
$ 97,555,445 $ 88,158,863
============ =============
</TABLE>
The accompanying notes are an integral part
of these consolidated financial statements.
-2-
<PAGE>
POLYPHASE CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS (continued)
(Unuadited)
Liabilities and Stockholders' Equity
<TABLE>
<CAPTION>
June 30, September 30,
-------------- -------------
1996 1995
-------------- -------------
<S> <C> <C>
Current liabilities:
Notes payable $ 9,398,333 $11,130,056
Note payable to related party 11,855,000 11,100,000
Accounts payable 9,543,304 8,007,727
Accrued expenses and other 5,385,906 3,771,715
Advances from related party - 1,153,000
Current maturities of long-term debt 1,601,253 2,589,077
------------ -----------
Total current liabilities 37,783,796 37,751,575
Long-term debt, less current maturities 30,766,785 27,229,665
Reserve for credit guarantees 951,479 916,275
Deferred income taxes 437,729 437,729
------------ -----------
Total liabilities 69,939,789 66,335,244
------------ -----------
Warrants to purchase common stock
in subsidiary 1,017,442 686,276
Stockholders' equity:
Preferred stock, $.01 par value, authorized
50,000,000 shares, issued and outstanding
250,000 shares and none, respectively 2,500 -
Common stock, $.01 par value, authorized
100,000,000 shares, issued and outstanding
13,146,966 and 12,621,966 shares, respectively 131,470 126,220
Paid-in capital 26,593,714 22,106,606
------------ -----------
Accumulated income (deficit) 1,281,299 (1,095,483)
Notes receivable (1,410,769) -
------------ -----------
Total stockholders' equity 26,598,214 21,137,343
------------ -----------
$97,555,445 $88,158,863
============ ===========
</TABLE>
The accompanying notes are an integral part
of these consolidated financial statements.
-3-
<PAGE>
POLYPHASE CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
For the Three Months Ended
June 30,
----------------------------
1996 1995
------------ ------------
<S> <C> <C>
Net revenues $ 36,477,962 $ 33,363,240
Cost of sales 29,347,384 27,348,219
------------ ------------
Gross profit 7,130,578 6,285,021
Selling, general and administrative expenses 5,488,733 4,133,491
------------ ------------
Operating income 1,641,845 2,151,530
------------ ------------
Other income (expenses):
Interest expense (1,451,969) (1,140,280)
Interest income and other 165,790 92,830
Gain on sale of assets 875,087 -
------------ ------------
Total other income (expenses) (411,092) (1,047,450)
------------ ------------
Income before income taxes and
warrant accretion 1,230,753 1,104,080
Income taxes 483,174 79,144
------------ ------------
747,579 1,024,936
Accretion of common stock purchase warrants
of subsidiary 73,591 107,475
------------ ------------
Net income 673,988 917,461
Dividends on preferred stock 37,500 -
------------ ------------
Net income attributable to common stockholders $ 636,488 $ 917,461
============ ============
Weighted average common and common
equivalent shares 13,981,686 12,838,294
============ ============
Net income per common share $ .05 $ .07
============ ============
</TABLE>
The accompanying notes are an integral part
of these consolidated financial statements.
-4-
<PAGE>
POLYPHASE CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
For the Nine Months Ended
June 30,
--------------------------
1996 1995
------------ ------------
<S> <C> <C>
Net revenues $111,725,023 $ 60,075,817
Cost of sales 88,310,964 47,691,615
------------ ------------
Gross profit 23,414,059 12,384,202
Selling, general and administrative expenses 15,871,056 8,349,546
------------ ------------
Operating income 7,543,003 4,034,656
------------ ------------
Other income (expenses):
Interest expense (4,595,990) (2,215,806)
Interest income and other 651,327 509,557
Gain on sale of assets 875,087 -
------------ ------------
Total other income (expenses) (3,069,576) (1,706,249)
------------ ------------
Income before income taxes
and warrant accretion 4,473,427 2,328,407
Income taxes 1,652,979 124,144
------------ ------------
2,820,448 2,204,263
Accretion of common stock purchase
warrants of subsidiary 331,166 107,475
------------ ------------
Net income 2,489,282 2,096,788
Dividends on preferred stock 112,500 -
------------ ------------
Net income attributable to common stockholders $ 2,376,782 $ 2,096,788
============ ============
Weighted average common and common
equivalent shares 13,846,821 12,674,441
============ ============
Net income per common share $ .17 $ .17
============ ============
</TABLE>
The accompanying notes are an integral part
of these consolidated financial statements.
-5-
<PAGE>
POLYPHASE CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
For the Nine Months Ended
June 30,
-------------------------
1996 1995
----------- -----------
<S> <C> <C>
Cash flow provided by (used in) operating
activities:
Net income $ 2,489,282 $ 2,096,788
Adjustments to reconcile net income
to net cash provided by (used in) operating
activities:
Depreciation and amortization 2,252,943 1,049,896
Provision for doubtful accounts (43,795) (58,949)
Accretion of warrants to purchase common stock 331,166 107,475
of subsidiary
Dividends on preferred stock (112,500) (62,208)
(Increase) decrease in, net of effects of
acquisitions:
Accounts and sales contracts receivable 2,025,064 (4,187,611)
Inventories (3,363,041) (3,311,211)
Prepaid expenses and other 793,649 836,455
Increase (decrease) in, net of effects of
acquisitions:
Accounts payable 1,535,577 652,632
Accrued expenses and other 1,614,191 1,021,626
----------- -----------
Net cash provided by (used in)
operating activities 7,522,536 (1,855,107)
----------- -----------
Cash flows provided by (used in) investing
activities:
Acquisition of the net assets of Overhill
Farms, Inc. (32,225,782)
Notes and other receivables 230,012 (319,189)
Receivables from related parties (11,932,302) -
Capital expenditures, net (1,826,869) (773,994)
Other intangibles - (106,732)
----------- -----------
Net cash used in
investing activities (13,529,159) (33,425,697)
----------- -----------
</TABLE>
The accompanying notes are an integral part
of these consolidated financial statements.
-6-
<PAGE>
POLYPHASE CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (continued)
(Unaudited)
<TABLE>
<CAPTION>
For the Nine Months Ended
June 30,
--------------------------
1996 1995
------------ ------------
<S> <C> <C>
Cash flows provided by (used in) financing
activities:
Borrowings (principal payments) under line of
credit arrangements, net $ (2,107,242) $ 11,468,461
Borrowings on notes payable
and long-term debt, net 2,131,036 18,333,341
Proceeds from the issuance of 12%
subordinated debentures 1,500,000
Advances from (payments to) related parties (1,153,000) 1,153,000
Principal collections on Pyrenees note receivable 589,231 2,250,000
Exercise of common stock options 12,500 1,000,000
Issuance of warrants to purchase
common stock of subsidiary - 495,405
Common stock issuance costs (17,642) (132,002)
Proceeds from private placement of
preferred stock 2,500,000 -
------------ ------------
Net cash provided by
financing activities 3,454,883 34,568,205
------------ ------------
Net (decrease) in cash (2,551,740) (712,599)
Cash - beginning of period 3,275,068 1,036,839
------------ ------------
Cash - end of period $ 723,328 $ 324,240
============ ============
Supplemental schedule of cash flow information:
Cash paid during the period for :
Interest $ 3,372,468 $ 1,036,793
Income taxes $ 189,536 $ -
</TABLE>
The accompanying notes are an integral part
of these consolidated financial statements.
-7-
<PAGE>
POLYPHASE CORPORATION AND SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements
June 30, 1996
1. NATURE OF BUSINESS
The Company is a diversified holding company that, through its
subsidiaries, currently operates in three industry segments: the forestry
segment, which distributes, leases and provides financing for commercial
and industrial timber and logging equipment; the computer and electronics
segment, which markets, services and provides the networking of computers
and related equipment and electronic parts, and manufactures and markets
electronic transformers, inductors and filters; and the food processing
segment, which produces high quality entrees, plated meals, soups, sauces
and poultry, meat and fish specialties.
2. BASIS OF PRESENTATION
The consolidated financial statements include the accounts of the Company
and its wholly owned subsidiaries. All material intercompany accounts and
transactions are eliminated.
The financial statements included herein have been prepared by the Company,
without an audit, pursuant to the rules and regulations of the Securities
and Exchange Commission. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with
generally accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations. The Company believes that the
disclosures are adequate to make the information presented not misleading.
The information presented reflects all adjustments (consisting solely of
normal recurring adjustments) which are, in the opinion of management,
necessary for a fair statement of results for the interim periods when read
in conjunction with the financial statements and the notes thereto included
in the Company's latest financial statements filed as part of Form 10-K.
3. NOTES PAYABLE
In connection with the acquisition of Texas Timberjack, Inc. (TTI) on June
24, 1994, the Company issued a non-interest bearing note to the seller in
the amount of $10,000,000, collateralized by all the capital stock of TTI
and initially due October 31,1994. As of the maturity date, the Company and
the seller entered into an agreement providing for the modification,
extension and renewal of the note, whereby the note was to bear interest at
12% and mature on October 31, 1995. As of October 31, 1995 the seller
further extended and modified the note whereby the note, at that time
having a principal balance of $11,200,000, was to bear interest at 17.5%
and mature on February 29, 1996. On February 29, 1996 the seller further
extended and modified the note whereby the note currently bears interest at
10% and matures on December 31, 1996. The note holder has no recourse to
any of the assets or capital stock of Polyphase or any of its other
subsidiaries and no cross-default provisions exist between this note
agreement and any other Company debt.
-8-
<PAGE>
4. LONG TERM DEBT
Effective December 1, 1995, the Company entered into additional agreements
with the holders of its 12% senior convertible debentures, whereby the
Company sold an additional $1,500,000 of debentures on generally the same
terms and conditions as those previously issued. The new debentures bear
interest at 12%, payable semiannually in June and December, are convertible
into common stock at the rate of $5.00 per share (subject to adjustment)
and become due and payable on December 1, 1997.
5. STOCKHOLDERS' EQUITY
During November 1995, the Company, in a transaction with an unrelated
corporation, sold 250,000 shares of newly designated Series A-3 Preferred
Stock for $2,500,000 cash. The designations of the Series A-3 stock are
similar to those of other series of preferred stock, except that each share
of Series A-3 preferred stock is, except as otherwise required by law,
entitled to two votes per share on all matters on which holders of common
stock are entitled to vote, is entitled to cumulative annual dividends of
12% and is convertible into two shares of common stock (subject to
adjustment in certain circumstances.) The Company also entered into an
agreement with an associate of the aforementioned corporation to provide
consulting services to the Company over a 36-month period. The
consideration for such services was the grant of options to purchase
357,143 shares of common stock at $3.50 per share (the fair market value of
the common stock at the date of grant) plus hourly fees and expenses.
During October 1995, the Pyrenees Group exercised its option to purchase
200,000 shares of the Company's Series D Preferred Stock through the
issuance of a 7% demand note in the amount of $2,000,000 collateralized by
the shares issued. During the nine month period ended June 30, 1996 the
shares were converted to 500,000 shares of common stock and principal
payments of approximately $589,000 were made on the note.
6. ASSET DISPOSITION
During the period ended June 30, 1996, the Company's Texas Timberjack
subsidiary completed the sale of a parcel of land in Lufkin, Texas. The
Company realized a gain of $875,000 on the property having a book value of
approximately $625,000.
7. SALE OF COMPUTER OPERATIONS
In July 1996, the Company completed a transaction with an unrelated third
party to sell a controlling interest in the Computer Group. The transaction
was accomplished through the sale of 51% of a newly formed subsidiary, PC
Networx America, Inc. (PCNA), whose sole assets consist of the capital
stock of Network America, Inc., PC Repair of Florida, Inc., Computer
Systems Concepts and Register Mate, Inc. The consideration for this sale
amounted to $2,500,000 (subject to adjustments) consisting of cash, notes
receivable and preferred stock. The Company intends to publicly distribute
to its shareholders a dividend of 30% of the outstanding stock of PCNA with
the Company retaining 19%. This distribution is expected to occur within
six months of closing. In a related transaction with the same party, the
Company sold 100% of the stock of Micro Configurations, Inc. for a note
receivable in the amount of $900,000, secured by the stock and assets of
MCC. No gain or loss was realized on either of these transactions.
-9-
<PAGE>
As of June 30, 1996 and September 30, 1995 the net assets of the operations
sold in these transactions were $5,071,000 and $5,891,000 respectively. For
the three months ending June 30,1996 and 1995, the operations contributed a
loss of $404,000 and $5,000 respectively. For the nine months ending June
30, 1996 and 1995, these operations contributed a loss of $833,000 and
$422,000 respectively.
8. RELATED PARTIES
During the period ended December 31, 1995, the Company advanced to or on
behalf of Mr. Paul A. Tanner, Chairman and Chief Executive Officer of the
Company, amounts which aggregated approximately $1.5 million. Effective
December 8, 1995, the advances and an unpaid promissory note receivable
from Mr. Tanner were refinanced through the issuance to the Company of a
12% unsecured demand note from Mr. Tanner in the principal amount of
$2,000,872.
Also during the period ended December 31, 1995, the Company made
disbursements to the Pyrenees Group, a corporation controlled by Mr.
Tanner, of approximately $2.67 million, of which $1,153,000 represented
repayment of existing advances from Pyrenees, with the balance representing
an advance to Pyrenees of approximately $1.5 million.
During January 1996, the Company reached an agreement in principle to
manage a project to develop and build a multi-purpose sports facility in
Las Vegas, Nevada. The project is being developed by PLY Stadium Partners,
Inc. (PLY), a private investment firm headed by Mr. Tanner. As part of the
transaction, the Company is also to participate in the facility's
management, sales of suites and seat options, concessions and events and is
to be compensated for such services. The Company agreed to provide to PLY
up to $4 million of debt that (1) is convertible into a 14% economic
interest in the project and (2) is to be guaranteed by certain members of
the investment group. As part of this agreement, the amounts receivable
from Mr. Tanner and Pyrenees (approximately $3.5 million), together with
any subsequent amounts advanced, charged or accrued to or on behalf of PLY
are to be considered as components of the $4 million of convertible debt,
to bear interest at 12% and are to be guaranteed by Mr. Tanner and
Pyrenees. Amounts advanced in excess of $4 million, also subject to such
guarantees, are due and payable currently by PLY. During the nine months
ended June 30, 1996, the Company accrued management and service revenues of
$2.4 million and interest income of $240,000 related to the Company's
activities with PLY. At June 30, 1996, the total amount receivable from PLY
amounted to approximately $12.3 million, the collectibility of which is
dependent upon the success of the project and/or the guarantees referred to
above.
It was recently announced that PLY's exclusive right to purchase a certain
parcel of real estate in Las Vegas had expired pursuant to the terms of the
purchase contract. Efforts are continuing to finance the stadium
construction either on another site or on all or a portion of the parcel
originally under contract. PLY has recently received acceptable term sheets
from two investment banking firms and is currently in the latter stages of
negotiating the funding for purchase of the land. Completion of the
transaction is subject to, among other things, final approvals and the
negotiation and execution of acceptable documentation.
-10-
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
Results of Operations
Revenues for the nine months ended June 30, 1996 increased $51,649,000 (86%) to
$111,725,000 from $60,076,000 during the nine months ended June 30, 1995.
Operating income also increased $3,508,000 (87%) over the comparable period,
primarily attributable to the inclusion of the operations of Overhill Farms, Inc
("Overhill Farms") for the full period which were acquired by the Company in May
1995.
Net income for the nine months ended June 30, 1996 increased $280,000 (13%) to
$2,377,000 from $2,097,000 during the nine months ended June 30, 1995. Net
income was affected by increased interest expense from the acquisition of
Overhill Farms, the reduction of tax benefits available during the period and
dividends paid on the outstanding Series A-3 Preferred Stock.
The Food Group's revenues for the nine months ended June 30, 1996 and 1995 were
$72,203,000 and $16,574,000 respectively. Operating income for the nine months
ended June 30, 1996 and 1995 were $4,913,000 and $1,418,000 respectively. The
increase in revenues and operating income reflect the inclusion of the food
operations for a full nine months in fiscal 1996 compared to two months in
fiscal 1995. Revenues from the Food Group's airline and healthcare customers
have begun to stabilize over the past three months, while growth continues in
the retail and food service sectors. The retail sector's growth is in the
development of branded and unbranded frozen entrees for the grocery and
warehouse outlets.
Revenues for the Forestry Group for the nine months ended June 30, 1996
decreased $5,861,000 to $24,032,000 from $29,893,000 for the nine months ended
June 30, 1995. Operating income for the comparable period decreased $989,000.
The decreases in revenue and operating income were primarily due to the strong
demand for lumber and favorable weather conditions in Eastern Texas during
calendar 1995 as compared to 1996. Consequently, logging companies upgraded or
purchased new equipment in 1995 to satisfy the lumber mills' demand. The
drought conditions which began in late 1995 in East Texas have caused an
unfavorable economic environment in the timber industry through the winter and
spring of 1996. Management expects the weakness in the timber industry to
continue for the remainder of fiscal 1996 and into fiscal 1997. As discussed in
Note 6, the Company completed the sale of a parcel of land in June 1996
realizing a gain of $875,000.
During the nine months ended June 30, 1996, revenues for the Computer and
Electronics Group decreased $513,000 to $13,095,000 from $13,608,000 for the
nine months ended June 30, 1995. Operating income for the nine months ending
June 30, 1996 decreased to a loss of approximately $752,000. The loss was
primarily attributable to inventory adjustments as a result of the significant
declines in the price of memory and other components in the third quarter of
fiscal 1996. Subsequent to June 30, 1996, as discussed in Note 7, the Company
disposed of 51% of its computer operations.
-11-
<PAGE>
Liquidity and Capital Resources
During the nine months ended June 30, 1996, the Company generated cash of
approximately $7,522,536 in its operating activities compared to a use of cash
in the amount of $1,855,000 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, increased accruals
and decreases in trade receivables at TTI. This was partially offset by
increased inventories, primarily at Overhill and TTI, during the period.
During the nine months ended June 30, 1996, the Company's investing activities
used cash of approximately $13,529,000 compared to a use of cash in the amount
of $33,426,000 during the comparable period in fiscal 1995. The Company's use
of cash during the nine months ended June 30, 1996 consisted primarily of
advances to PLY. (See Note 8)
During the nine months ended June 30, 1996 the Company's financing activities
provided cash of approximately $3,455,000 as compared to $34,568,000 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 $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 Farms term loans. On April 1, 1996, the Company utilized a
line of credit for approximately $6 million for an advance made to PLY.
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 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.
Certain statements contained in this Form 10-Q are not based on historical
facts, but are forward-looking statements that are based upon numerous
assumptions about future conditions that could prove not to be accurate. Actual
events, transactions and results may materially differ from the anticipated
events, transactions or results described in such statements. The Company's
ability to consummate such transactions and achieve such events or results is
subject to certain risks and uncertainties. Such risks and uncertainties
include, but are not limited to, the existence of demand for and acceptance of
the Company's products and services, the availability of appropriate candidates
for acquisition by the Company, regulatory approvals, economic conditions, the
impact of competition and pricing, results of financing efforts and other
factors affecting the Company's business that are beyond the Company's control,
including but not limited to the matters described in "Management's Discussion
and Analysis of Financial Conditions and Results of Operations."
-12-
<PAGE>
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
27 Financial Data Schedule
(b) Reports on Form 8-K - The following reports were filed on Form 8-K during
the quarter ended June 30, 1996.
NONE
-13-
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
POLYPHASE CORPORATION
(Registrant)
Date: August 16, 1996 By: /s/Paul A. Tanner
---------------------------------
Paul A. Tanner
President and
Chief Executive Officer
-14-
<PAGE>
INDEX TO EXHIBITS
Exhibit Exhibit No.
----------------------------------- ---------------
Financial Data Schedule 27
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-START> OCT-01-1995
<PERIOD-END> JUN-30-1996
<CASH> 723,328
<SECURITIES> 0
<RECEIVABLES> 26,877,595
<ALLOWANCES> 463,010
<INVENTORY> 29,370,713
<CURRENT-ASSETS> 58,155,727
<PP&E> 13,906,221
<DEPRECIATION> 3,993,659
<TOTAL-ASSETS> 97,555,445
<CURRENT-LIABILITIES> 37,783,797
<BONDS> 30,766,785
0
2,500
<COMMON> 131,470
<OTHER-SE> 26,464,244
<TOTAL-LIABILITY-AND-EQUITY> 97,555,445
<SALES> 111,725,023
<TOTAL-REVENUES> 111,725,023
<CGS> 88,310,964
<TOTAL-COSTS> 88,310,964
<OTHER-EXPENSES> 15,871,056
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,595,990
<INCOME-PRETAX> 4,473,427
<INCOME-TAX> 1,652,979
<INCOME-CONTINUING> 2,376,782
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,376,782
<EPS-PRIMARY> .17
<EPS-DILUTED> .17
</TABLE>
