SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 October 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 1-10555
POLYVISION CORPORATION
(Exact name of registrant as specified in its charter)
New York 13-3482597
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
866 North Main Street Extension
Wallingford, Connecticut 06492
(Address of principal executive (Zip Code)
offices)
(203) 294-6906
(Registrant'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
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Yes X No
The number of shares outstanding of the issuer's common stock, par
value $.001 per share, as of December 14, 1995, was 8,301,033.
POLYVISION CORPORATION AND SUBSIDIARIES
FORM 10-Q
INDEX
Page
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets -
October 31, 1995 and April 30, 1995
Condensed Consolidated Statements of Operations -
Three Months Ended October 31, 1995 and 1994
Condensed Consolidated Statements of Operations -
Six Months Ended October 31, 1995 and 1994
Condensed Consolidated Statements of Cash Flows -
Six Months Ended October 31, 1995 and 1994
Notes to Condensed Consolidated Financial Statements -
October 31, 1995
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations
PART II - OTHER INFORMATION
SIGNATURES
PART I - FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
POLYVISION CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
[CAPTION]
<TABLE>
<S> <C> <C>
October 31, April 30,
1995 1995
(In thousands, except share data) (unaudited)
Assets
Current assets:
Cash and cash equivalents $ 413 $ 260
Accounts receivable, less
allowance (October--$455
and April--$521) 11,230 8,358
Receivable from affiliates -- 1,532
Inventories 4,147 5,029
Costs and estimated earnings
in excess of billings on
uncompleted contracts 852 823
Prepaid expenses, deposits
and other 196 139
Total current assets 16,838 16,331
Property, plant and equipment:
Furniture and fixtures 113 84
Leasehold improvements 1,332 1,098
Machinery and equipment 2,042 1,937
Property, plant and equipment:
Furniture and fixtures 113 84
Leasehold improvements 1,332 1,098
Machinery and equipment 2,042 1,937
3,487 3,119
Less allowances for depreciation 1,603 1,470
1,884 1,649
Goodwill, less accumulated amorti-
zation 4,054 4,126
(October--$1,178 and
April--$1,106)
Other assets 47 47
Total assets $22,823 $22,153
The accompanying notes are an integral part of these condensed
consolidated financial statements.
</TABLE>
POLYVISION CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
[CAPTION]
<TABLE>
<S> <C> <C>
October 31, April 30,
1995 1995
(In thousands, except share data) (unaudited)
Liabilities and stockholders'
equity
Current liabilities:
Note payable $2,276 $1,379
Current portion of long-term
debt -- 1,115
Accounts payable 2,742 2,957
Accrued expenses 2,584 3,305
Billings in excess of costs
and estimated earnings on
uncompleted contracts 1,000 522
Total current liabilities 8,602 9,278
Promissory note 2,180 --
Royalties payable 750 750
Accrued dividends 1,022 --
Excess of net assets over
purchase price of acquisition,
less accumulated amortization
(October--$13 and April--$0) 1,022 1,035
Stockholders' equity:
Series A Preferred stock,
$.01 par value, at liquidation
value; authorized 1,500,000
shares, issued 1,020,076 shares 25,502 25,502
Common stock, $.001 par value;
authorized 25,000,000 shares,
issued and outstanding
8,301,033 shares 8 8
Capital in excess of par value 37,951 37,951
Accumulated deficit (54,214) (52,371)
Total stockholders' equity 9,247 11,090
Total liabilities and stock-
holders' equity $22,823 $22,153
The accompanying notes are an integral part of these condensed
consolidated financial statements.
</TABLE>
POLYVISION CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
[CAPTION]
<TABLE>
<S> <C>
For The Three Months Ended October 31,
(In thousands, except 1995 1994
per share data)
Net sales $10,444 $1,239
Costs of goods sold 7,895 827
Gross Profit 2,549 412
Research and development 651 842
Selling, general and adminis-
trative 2,327 559
Operating (loss) (429) (989)
Other income (expense):
Interest expense (130) (41)
(Loss) before income taxes (559) (1,030)
Income taxes (benefit) -- --
Net (loss) (559) (1,030)
Preferred stock dividends 511 112
Loss per share of common stock ($0.13) ($0.11)
Average common shares outstanding 8,301,033 10,241,922
The accompanying notes are an integral part of these condensed
consolidated financial statements.
</TABLE>
POLYVISION CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
[CAPTION]
<TABLE>
<S> <C>
For The Six Months Ended October 31,
(In thousands, except 1995 1994
per share data)
Net sales $21,063 $2,500
Cost of goods sold 15,644 1,577
Gross Profit 5,419 923
Research and development 1,396 1,640
Selling, general and administrative 4,692 1,056
Operating (loss) (669) (1,773)
Other income (expense):
Interest & other income (expense) 71 --
Interest expense (223) (83)
(Loss) before income taxes (821) (1,856)
Income taxes (benefit) -- --
Net (loss) (821) (1,856)
Net (loss) (821) (1,856)
Preferred stock dividends 1,022 224
Loss applicable to common stock ($1,843) ($2,080)
Loss per share of common stock ($0.23) ($0.09)
Average common shares outstanding 8,301,033 10,241,922
The accompanying notes are an integral part of these condensed
consolidated financial statements.
</TABLE>
POLYVISION CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
[CAPTION]
<TABLE>
<S> <C>
Six Months Ended October 31,
(In thousands) 1995 1994
Cash flow from operating activities
Net (loss) ($821) ($1,856)
Non-cash expenses included in
net (loss):
Depreciation and amortization 363 364
Deferred interest 51 --
Changes in operating assets and
liabilities:
Accounts receivable (2,872) (116)
Inventory 882 --
Prepaid expenses, deposits
and other 133 (30)
Costs and estimated earnings in
excess of billings on uncompleted
contracts (29) --
Accounts payable and accrued
liabilities (936) (41)
Billings in excess of costs and
estimated earnings on uncompleted
contracts 478 --
Other -- 87
Cash used for operating activities (2,751) (1,592)
Cash flow from investing activities
Purchases of property, plant and
equipment (539) (181)
Cash used for investing activities (539) (181)
Cash flow from financing activities
Repayment of Congress revolving
line of credit (1,379) --
Repayments of long-term borrowings (1,115) (34)
Net receipts of receivable from
affiliate 3,584 --
Borrowings on Alpine working
capital note 2,276 --
Borrowings on Alpine promissory
note 2,129 --
Advances (repayments) from (to)
Alpine (2,052) 1,870
Cash provided by financing activities 3,443 1,836
Net increase in cash and cash
equivalents 153 63
Cash and cash equivalents
at beginning of period 260 23
Cash and cash equivalents at
end of period $ 413 $ 86
The accompanying notes are an integral part of these condensed
consolidated financial statements.
</TABLE>
POLYVISION CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
October 31, 1995
(Dollars in thousands, unless otherwise noted)
NOTE 1 - BASIS OF PRESENTATION
PolyVision Corporation (formerly Information Display Technology,
Inc. ("IDT")), through its Greensteel division ("Greensteel") and
wholly-owned subsidiaries, APV, Inc. ("APV") and Posterloid
Corporation ("Posterloid"), is engaged in the development,
manufacture and sale of information display products. Greensteel
is engaged in the manufacture and sale of custom-designed and
engineered writing, projection and other visual display surfaces
(such as porcelain chalkboards and marker boards), custom cabinets,
and work station and conference center casework. APV, which became
a wholly-owned subsidiary of the Company as a result of the Merger
(see below), is engaged in the research, development, licensing and
initial manufacturing and testing of a proprietary technology known
as PolyVisionTM, a materials technology with electrochemical and
physical characteristics that allow it to address applications in
a number of display products markets, including flat-panel displays
and variable light transmission. Posterloid, which also became a
wholly-owned subsidiary as a result of the Merger, is engaged in
the manufacture and sale of indoor and outdoor menuboard display
systems to the fast food and convenience store industries, and
changeable magnetic signs used principally by banks to display
interest rates, currency exchange rates and other information.
On December 21, 1994, The Alpine Group, Inc. ("Alpine"), acquired
an additional 82 percent of the outstanding common stock of
Adience, Inc. ("Adience") to increase its ownership in Adience to
approximately 87 percent, resulting in an indirect ownership in IDT
of approximately 70 percent. Also on December 21, 1994, the
Company entered into a Merger Agreement with Alpine and two of its
subsidiaries, APV and Posterloid (together, "IDG"), whereby the
Company would merge with IDG and the Company would be named
PolyVision Corporation. Because Alpine controlled both IDG and
IDT, the Merger, which was completed on May 24, 1995, resulted in
a new reporting entity which is being accounted for as a
reorganization of entities under common control. The merged entity
has adopted IDG's April 30 fiscal year end and, in order to provide
timely meaningful information, the accompanying financial
statements are presented as if the merger occurred on April 30,
1995. The accompanying financial statements give effect to push-
down accounting to adjust IDT's accounting basis to fair value
related to the December 21, 1994 acquisition of Adience by Alpine.
All significant intercompany transactions and accounts have been
eliminated in the accompanying consolidated financial statements.
In connection with the Merger, APV transferred its previously
wholly owned subsidiary, PolyVision France S.A., to Alpine at its
book value resulting in an increase of amounts due to Alpine by APV
of $702,000. Also in connection with the Merger, Alpine
distributed to its shareholders 76% of its ownership in the Company
resulting in Alpine retaining a 19% ownership of the Company's
common stock.
The accompanying unaudited condensed consolidated financial
statements of the Company have been prepared in accordance with
generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q and Article 10
of Regulation S-X. Accordingly, they do not include all the
information and footnotes required by generally accepted accounting
principles for complete financial statements.
In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation
have been included. The results of operations for the three month
period ended October 31, 1995, are not necessarily indicative of
the results that may be expected for a full fiscal year.
The accompanying unaudited condensed consolidated financial
statements should be read in conjunction with the Company's audited
financial statements included in the Company's annual report on
Form 10-K for the year ended April 30, 1995.
Earnings per common share is computed by dividing net income
available to common stock by the weighted average number of shares
outstanding.
NOTE 2 - INVENTORIES
Inventories consist primarily of raw materials of $3,540 and
$4,415, work in process of $296 and $433, and finished goods of
$311 and $181 at October 31, 1995 and April 30, 1995, respectively.
NOTE 3 - CONTRACTS IN PROGRESS
The status of contract costs on uncompleted construction contracts
was as follows:
[CAPTION]
<TABLE>
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Costs and estimated Billings in excess
earnings in of costs and
excess of billings estimated earnings Net
October 31, 1995:
Costs and estimated
earnings of $1,661 $4,584 $ 9,462
Billings 3,732 10,462
$ 852 $(1,000) $(148)
April 30, 1995:
Costs and estimated
earnings of $1,416 $5,029 $8,035
Billings 4,206 8,557
$ 823 $(522) $ 301
</TABLE>
Accounts receivable at October 31, 1995 and April 30, 1995, include
amounts billed but not yet paid by customers under retainage
provisions of approximately $2,368 and $2,366, respectively. Such
amounts are generally due within one year.
NOTE 4 - ALPINE FINANCING ARRANGEMENTS
On May 24, 1995, the Company entered into an agreement with Alpine
pursuant to which the Company may borrow from time to time, prior
to May 24, 1997, up to $5,000,000 from Alpine to be used by the
Company to fund its working capital needs, including research,
development and commercialization activities of APV's PolyVisionTM
display technology. Borrowings under the agreement are unsecured
and bear interest at an initial rate of 11%, with interest payable
semiannually in cash (but added to the outstanding principal amount
for the first 18 months). The principal balance outstanding is due
on May 24, 2005, subject to mandatory prepayment of principal and
interest, in whole or in part, from the net cash proceeds of any
public or private, equity or debt financing made by the Company at
any time before maturity. Alpine's obligation to lend such funds
to the Company is subject to a number of conditions, including
review by Alpine of the proposed use of such funds by the Company.
Alpine has informed the Company that this agreement is not in
conflict with the covenants of any other of its financing
arrangements currently in effect.
The Company entered into a further agreement with Alpine on May 24,
1995 pursuant to which Alpine agreed to fund working capital
deficiencies on a temporary basis through May 24, 1996 and in an
amount not to exceed $2,500,000, on terms and conditions mutually
agreeable to the parties, in the event the Company is not able to
obtain adequate alternative financing upon the termination of the
former revolving credit facility with Congress Financial
Corporation ("Congress") or if the availability under such
alternative financing is inadequate to cover working capital needs.
NOTE 5 - COMMITMENTS AND CONTINGENCIES
In February 1992, IDT was cited by the Ohio Environmental
Protection Agency (the Ohio EPA) for violations of Ohio's hazardous
waste regulations, including speculative accumulation of waste and
illegal disposal of hazardous waste on the site of its Alliance,
Ohio, facility.
In December 1993, IDT and Adience signed a consent order with the
Ohio EPA and Ohio Attorney General that required IDT and Adience to
pay to the State of Ohio a civil penalty of $200,000 of which IDT
paid $175,000 and Adience paid $25,000. In addition, the consent
order required the payment of stipulated penalties of up to $1,000
per day for failure to satisfy certain requirements of the consent
order, including milestones in the closure plan. The work to be
conducted under the closure plan was substantially completed in
February 1995, subject to the Company receiving all necessary
approvals from the Ohio EPA. In addition, the Company is preparing
a risk assessment study which demonstrates, in management's
opinion, that no further cleanup actions will be required on the
remaining property area not addressed under the closure plan.
Based on administrative precedent, IDT believes that it is likely
that the Ohio EPA will agree with the risk assessment study. If
such an agreement is not reached, additional costs may have to be
incurred to complete additional remediation efforts. Although
there are no assurances that additional costs will not have to be
incurred, the Company believes that such costs will not need to be
incurred.
At October 31, 1995, environmental accruals amounted to $114,000,
which represents management's reasonable estimate of the amounts to
be incurred in the resolution of this matter, including the costs
of effecting the closure plan, bonding and insurance costs,
penalties, and legal and consultants' fees. Since 1991, Adience
and IDT have paid $1,329,000 (excluding the $200,000 civil penalty)
for the environmental cleanup related to the Alliance facility.
Under the acquisition agreement pursuant to which IDT acquired the
property from Adience in 1990, Adience represented and warranted
that, except as otherwise disclosed to IDT, no hazardous material
had been stored or disposed of on such property. No disclosure of
storage or disposal of hazardous material on the site was made;
accordingly, Adience is required to indemnify the Company for any
losses in excess of $250,000. IDT has notified Adience that it is
claiming the right to indemnification for all costs in excess of
$250,000 incurred by IDT in this matter, and has received assurance
from Alpine that Adience will honor such claim. Adience has
reimbursed IDT $1,279,000 through October 31, 1995; if Adience is
financially unable to honor its remaining obligation, such costs
would be borne by Greensteel.
In October 1994, three district sales managers of Greensteel filed
a lawsuit in United States District Court for the Western District
of Pennsylvania against Greensteel. The lawsuit alleges that
Greensteel has taken unlawful and discriminatory employment actions
in an effort to induce the three employees, because of their ages,
to leave the employment of Greensteel and demands compensatory
damages in excess of $25,000 (the statutory minimum) for each
employee. The lawsuit also alleges breach by Greensteel of each of
their employment contracts. In December 1994, Greensteel filed an
answer denying all such allegations.
The Company is involved in other various matters of litigation
incidental to the normal conduct of its business. In management's
opinion, the disposition of that litigation will not have a
material adverse impact on the Company's financial condition or
results of operations.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Results of Operations
Three and Six Months Ended October 31, 1995, Compared With Three
and Six Months Ended October 31, 1994.
The following table summarizes, for the periods presented, the
respective amounts of Greensteel, APV (except as to Net sales and
Gross profit, of which there were none) and Posterloid:
[CAPTION]
<TABLE>
<S> <C> <C>
Three Months Six Months
Ended October 31, Ended October 31,
1995 1994 1995 1994
(in thousands, except percentages)
Net sales
Posterloid $ 1,266 $1,239 $ 2,799 $2,500
Greensteel 9,178 -- 18,264 --
10,444 1,239 21,063 2,500
Gross profit
Posterloid 281 412 855 923
Greensteel 2,268 -- 4,564 --
2,549 412 5,419 923
Gross margin 24.4% 33.3% 25.7% 36.9%
Selling, general and
administrative ex-
penses
Posterloid 401 351 793 725
Greensteel 1,500 -- 3,120 --
APV and Corporate 426 208 779 331
2,327 559 4,692 1,056
Research and devel-
opment
APV 651 842 1,396 1,640
Operating income (loss)
Posterloid 120 61 62 198
Greensteel 768 -- 1,444 --
APV and Corporate (1,077) (1,091) (2,175) (1,971)
($ 429) ($1,030) ($ 669) ($1,773)
</TABLE>
Three and Six Months Ended October 31, 1995 Compared with Three and
Six Months Ended October 31, 1994
The comparative 1995 increases in net sales for the three and six
months of $9,205,000 and $18,563,000, respectively, were
attributable to the inclusion of revenues from Greensteel's
operations subsequent to its effective purchase by Alpine on
December 21, 1994. Greensteel's comparable revenues for the three
and six months ended October 31, 1994 were $9,423,000 and
$19,733,000, respectively. A portion of the six month revenue
increase was attributable to an increase in Posterloid's
comparative revenue's of approximately $300,000 or 12%.
Greensteel's business is seasonal and a disproportionate amount of
its sales and most of its operating profits occur in the first and
second fiscal quarters of the year. This occurs as a result of
increased business activity in the summer months when schools are
closed and construction activity increases.
Gross profit for the three and six months increased on a
comparative basis by $2,137,000 and $4,496,000, respectively, while
the related comparative gross margin percentages declined from
33.3% to 24.4% and 36.9% to 25.7%. The increases in the gross
profit as well as the declines in the gross margin percentages were
primarily attributable to the inclusion of Greensteel's operations
in fiscal 1996. Greensteel contributed a gross profit during the
three and six months of $2,268,000 and $4,564,000 representing
gross margin percentages of 24.7% and 25.0%, respectively.
Posterloid's comparative gross profits decreased by $131,000 and
$68,000 for the three and six months, while gross margins declined
to 22.2% from 33.3% for the three months and to 30.5% from 36.9%
for the six months. Approximately $100,000 of the gross profit
decrease for the three months ended October 31, 1995 was a result
of moving and start-up costs related to Posterloid's Viscon bank
branch merchandising operations which was moved to Wallingford,
Connecticut in August 1995. Posterloid's comparative declines in
gross margin also reflects a reduction in business from the higher
margin banking sector.
The comparative three and six month increases in selling, general
and administrative expense of $1,768,000 and $3,636,000,
respectively, was primarily attributable to the inclusion of
$1,500,000 and $3,120,000 of Greensteel expenses and also corporate
overhead expenses which are anticipated to range between $1,500,000
and $1,750,000 for fiscal 1996.
Liquidity and Capital Resources
During the six months ended October 31, 1995, the principal uses of
cash included $2,751,000 used for operating activities and $539,000
for investing activities. Approximately $2,066,000 of such uses
were attributable to the ongoing PolyVision development efforts at
APV and corporate overhead, including $141,000 of related capital
expenditures. Sources of cash included borrowings from Alpine of
$2,180,000 (including $51,000 of deferred interest) by APV and
$2,276,000 by Greensteel and $1,532,000 of net repayments by
Adience on amounts owed to Greensteel.
During the six months ended October 31, 1995, Greensteel used
approximately $457,000 for its operating activities while
Posterloid used approximately $228,000 for its operating
activities. Greensteel's use of funds included seasonal accounts
receivable growth of $2,548,000 which was partially offset by cash
flows of $882,000 provided from reductions in inventory levels.
On May 24, 1995, the Company entered into an agreement with Alpine,
pursuant to which the Company may borrow from time to time, prior
to May 24, 1997, up to $5,000,000 from Alpine to be used by the
Company to fund its working capital needs, including research,
development and commercialization activities in connection with
APV's PolyVision display technology. Borrowings under the
agreement are unsecured and bear interest at a market rate
reflecting Alpine's cost of borrowing such funds at an initial rate
of 11%, with interest payable semiannually in cash (but added to
the outstanding principal amount for the first 18 months). The
principal balance outstanding will be due on May 24, 2005, subject
to mandatory prepayment of principal and interest, in whole or in
part, from the net cash proceeds of any public or private, equity
or debt financing made by the Company at any time before maturity.
Alpine's obligation to lend such funds to the Company is subject to
a number of conditions, including review by Alpine of the proposed
use of such funds by the Company. Alpine further agreed to fund
working capital deficiencies on a temporary basis through May 24,
1996 and in an amount not to exceed $2,500,000 in the event the
Company is not able to obtain adequate alternative financing upon
the expiration of its credit facility with Congress (together with
the $5,000,000 commitment, the "Alpine Financing"). The PolyVision
research and development effort requires an annual funding
commitment of approximately $2,100,000 at its current level.
On July 21, 1995, Alpine repaid all amounts outstanding under the
Company's revolving credit facility with Congress Financial
Corporation ("Congress") and the Company terminated the Congress
facility. Also, on July 21, 1995, Alpine repaid in full APV's
equipment loan with the Connecticut Development Authority. These
repayments, which aggregated $2,618,000, were advanced pursuant to
the Alpine Financing noted above. The Congress facility, which was
due September 30, 1995, was required to be repaid in connection
with a financing completed by Alpine on July 21, 1995 which
included the sale of $153,000,000 of Senior Secured Notes and an
$85,000,000 revolving credit facility. Alpine's revolving credit
facility provides the funds for the Alpine Financing to the
Company. On October 31, 1995, the remaining availability under the
Alpine Financing was $3,044,000. The Company is currently
reviewing its capital and operating requirements in respect of
calendar year 1996 and the fiscal year beginning May 1, 1996. This
review includes an appraisal of the likely extent of its future
PolyVision technology research and development program, overall
corporate expenses and other operating expenses, with the objective
of achieving operational break-even status by early fiscal 1997 and
establishing a revolving line of credit with a third party lender
to support its working capital requirements. The Company believes
that it will achieve this objective and will have adequate capital
resources to conduct its operations, including any restructuring or
realignment of such operations.
In connection with termination of the Congress credit facility and
the requirement to replace the temporary $2,500,000 working capital
financing provided by Alpine for Greensteel's operations, the
Company is currently seeking a new commercial banking relationship
to reduce its current dependence on Alpine and to provide for
future growth, although there can be no assurances that such
financing will be obtainable on terms and conditions reasonably
acceptable to the Company.
The introduction of commercially viable products of APV will be
required to continue to support a sustained research and
development effort for such products. The Company will continue to
explore development and licensing opportunities for APV that
further broaden the applications of APV's PolyVision technology and
provide additional funding. In addition, the Company will explore
possibilities for private and/or public equity financings and
strategic alliances as potential capital sources in connection with
the introduction of commercially viable PolyVision products and
reducing its current dependence upon Alpine for such funding.
There can be no assurance, however, that either commercially viable
PolyVision products will be introduced or that such additional
sources of financing will be available on reasonable terms.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Not applicable
Item 2. Changes in Securities
Not applicable
Item 3. Defaults Upon Senior Securities
Not applicable
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable
Item 5. Other Information
Not applicable
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
None
(b) Reports on Form 8-K:
None
SIGNATURES
Pursuant to the requirements 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.
POLYVISION CORPORATION
Date: December 14, 1995 By: /s/Alan J. Nickerson
Alan J. Nickerson
Chief Financial Officer and
Secretary
(as both a duly authorized
officer of the registrant
and the principal financial
officer or chief accounting
officer of the registrant)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
Financial Data Schedule - PolyVision Corporation
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> APR-30-1996
<PERIOD-START> MAY-1-1995
<PERIOD-END> OCT-31-1995
<CASH> 413
<SECURITIES> 0
<RECEIVABLES> 11,230
<ALLOWANCES> 455
<INVENTORY> 4,147
<CURRENT-ASSETS> 16,838
<PP&E> 3,487
<DEPRECIATION> 1,603
<TOTAL-ASSETS> 22,823
<CURRENT-LIABILITIES> 8,602
<BONDS> 0
<COMMON> 8
0
25,502
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 22,823
<SALES> 10,444
<TOTAL-REVENUES> 10,444
<CGS> 7,895
<TOTAL-COSTS> 10,873
<OTHER-EXPENSES> 0
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</TABLE>
