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Polyvision Corp – ‘10-K’ for 4/30/97

As of: Tuesday, 7/29/97 · For: 4/30/97 · Accession #: 1005477-97-1928 · File #: 1-10555

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 7/29/97  Polyvision Corp                   10-K        4/30/97    2:153K                                   CT EDGAR123/FA

Annual Report — Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                         61    279K 
 2: EX-27       Financial Data Schedule                                1      6K

10-K — Annual Report
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Apv Business Certain Relationships and Related Transactions Changes In and Disagreements With Accountants on Accounting and Financial Disclosure Directors and Executive Officers of the Registrant Employment Agreements Executive Compensation Exhibits, Financial Statement Schedules, and Reports on Form 8-K Financial Statements and Supplemental Data Greensteel Legal Proceedings Management's Discussion and Analysis of Financial Condition and Results of Operation Market for Registrant's Common Equity and Related Stockholder Matters Posterloid Properties Revenue Recognition Security Ownership of Certain Beneficial Owners and Management Selected Financial Data Submission of Matters to a Vote of Security Holders
1	1st Page - Filing Submission
3	Item 1. Business
4	Greensteel
8	Posterloid
"	Apv
"	Item 2. Properties
9	Item 3. Legal Proceedings
10	Item 4. Submission of Matters to a Vote of Security Holders
11	Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
12	Item 6. Selected Financial Data
13	Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation
18	Item 8. Financial Statements and Supplemental Data
"	Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure
"	Item 10. Directors and Executive Officers of the Registrant
21	Item 11. Executive Compensation
23	Employment Agreements
25	Item 12. Security Ownership of Certain Beneficial Owners and Management
26	Item 13. Certain Relationships and Related Transactions
28	Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
39	Revenue Recognition

10-K 1st Page of 61 TOC ↑Top Previous Next ↓Bottom Just 1st
 
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                                                             

|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934                                                         

  For the fiscal year ended                     Commission file number
April 30, 1997                                   1-10555

POLYVISION CORPORATION

    New York                                      13-3482597
-------------------------------                       -------------------   
(State or other jurisdiction of                        (I.R.S. Employer     
incorporation or organization)                       Identification No.)  

29 Laing Avenue                                               
Dixonville, Pennsylvania                                15734     
----------------------------------------                     ----------         
(Address of principal executive offices)                     (Zip Code)         

Registrant's telephone number, including area code: (412) 254-4321

Securities registered pursuant to Section 12(b) of the Act:                     

        Title of each class            Name of each exchange on which registered
        -------------------            -----------------------------------------

Common Stock, par value                   American Stock Exchange   
$.001 per share                                               

Securities registered pursuant to Section 12(g) of the Act:                     

None                                                                            

   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 the  
filing requirements for the past 90 days.                                       

Yes |X| No |_|

           Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,  
to the best of registrant's knowledge, in definitive proxy or information       
statements incorporated by reference in Part III of this Form 10-K or any       
amendment to this Form 10-K. |_|                                                

 The aggregate market value of the voting stock held by non-affiliates
of the registrant as of July 23, 1997:
$3,898,572

The number of shares outstanding of the registrant's class
of common stock as of July 23, 1997:
8,540,762 shares

Page 1 of 31 Pages
Exhibit Index Appears on Page 28

10-K 2nd Page of 61 TOC 1st Previous Next ↓Bottom Just 2nd
POLYVISION CORPORATION

ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED APRIL 30, 1997

 TABLE OF CONTENTS

                                     PART I                                 Page
                                                                            ----

Item 1. Business............................................................  3 
Item 2. Properties..........................................................  8 
Item 3. Legal Proceedings...................................................  9 
Item 4. Submission of Matters to a Vote of Security Holders................. 10 

 PART II

Item 5. Market for Registrant's Common Equity and Related                       
         Stockholder Matters............................................... 11
Item 6. Selected Financial Data............................................. 12 
Item 7. Management's Discussion and Analysis of Financial Condition             
         and Results of Operation.......................................... 13
Item 8. Financial Statements and Supplementary Data......................... 18 
Item 9. Changes In and Disagreements With Accountants on Accounting             
         and Financial Disclosure.......................................... 18

PART III

Item 10. Directors and Executive Officers of the Registrant................. 18 
Item 11. Executive Compensation............................................. 21 
Item 12. Security Ownership of Certain Beneficial Owners and Management..... 25 
Item 13. Certain Relationships and Related Transactions..................... 26 

 PART IV

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K... 28 

10-K 3rd Page of 61 TOC 1st Previous Next ↓Bottom Just 3rd
ITEM 1. BUSINESS                                                                

General                                                                         

PolyVision Corporation, through its three wholly-owned subsidiaries:
Greensteel, Inc., Posterloid Corporation, and APV, Inc. (collectively the       
"Company"), is engaged in the development, manufacture and sale of information  
display products. The operations of APV, Inc. have been discontinued effective  
April 30, 1997 as described below.                                              

      Greensteel, Inc. is engaged in the manufacture and sale of custom-designed
and engineered writing, projection and other visual display surfaces (such as   
porcelain chalkboards and markerboards), custom cabinets, and work station and  
conference center casework primarily for schools and offices. Posterloid        
Corporation 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. APV, Inc. was engaged in the     
research, development, licensing and testing of a proprietary technology known  
as PolyVision(TM), a materials technology with electrochemical and physical     
characteristics that allow it to address applications in a number of display    
product markets.                                                                

Recent Developments                                                             

APV - Research and Development                                            

In April, 1997, the Company decided to discontinue its research and 
development efforts and market the PolyVision technology (through either a sale 
of the technology or through) third-party licensing agreements. This decision   
will allow the Company to better utilize its financial resources and resulted in
a fourth quarter charge of approximately $650,000, which includes severance pay 
and benefits and the write-down of assets to net realizable value. As part of   
the APV shutdown, management is currently negotiating to terminate an           
outstanding royalty agreement. See Note 11 for further information.             

Posterloid - New Facility                                                 

 In order to facilitate better material flow and to provide for future
growth, in January 1997, Posterloid completed a move to a larger facility       
providing for a more streamlined work flow. The Company paid $181,000 for moving
expenses in fiscal year 1997, $114,000 of which had been accrued last year. Also
capital expenditures of $160,000 were completed, which included leasehold       
improvements and an exhaust system in order to comply with the air emission     
codes of New York City.                                                         

Financing                                                                 

   On March 31, 1997, the Company and Greensteel signed a letter of intent
with the Bank of Boston to extend the previous credit agreement which matures   
August 31, 1997. This agreement will provide credit facilities totaling         
$4,800,000. The agreement provides for a maturity of two years from the closing 
date and a floating interest rate equal to the prime rate plus one to one and a 
half percent based on performance ratios. Greensteel has provided a first lien  
to the bank on all tangible and intangible property and the agreement is subject
to standard covenants and financial ratios.                                     

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Background                                                                      

On December 21, 1994, Alpine purchased from certain stockholders of 
Adience, Inc. ("Adience") a total of 82.3% of the outstanding shares of Adience 
common stock (the "Adience Acquisition"), which, together with 4.9% of such     
shares previously owned by Alpine, increased its ownership to 87.2% of the      
outstanding shares of Adience common stock. At the time of the Adience          
Acquisition, Adience owned 80.3% of the outstanding shares of IDT common stock, 
and the remainder was publicly owned. As a result of such transaction, control  
of IDT passed from Adience to Alpine.                                           

On May 24, 1995, APV (a then 98% owned subsidiary of Alpine) and    
Posterloid (a then wholly-owned subsidiary of Alpine) were merged (the "Merger")
with and into two separate wholly-owned subsidiaries of IDT pursuant to an      
Agreement and Plan of Merger, dated as of December 21, 1994, as amended, among  
Alpine, IDT, APV and Posterloid (the "Merger Agreement"), with each subsidiary  
being the surviving corporation and remaining a wholly-owned subsidiary of the  
Company. APV and Posterloid had comprised Alpine's information display group    
("IDG"), a business segment of Alpine. The Merger was completed on May 24, 1995,
following the approval and adoption of the Merger Agreement by IDT shareholders 
at the 1995 Annual Meeting of Shareholders of IDT. Because Alpine controlled    
both IDG and IDT, the Merger was accounted for as a reorganization of entities  
under common control and the merged entity adopted IDG's April 30 fiscal year   
end. IDT has been included in the merged entity's financial statements from the 
date Alpine acquired control of IDT, which was December 21, 1994.               

      On June 14, 1995, Alpine distributed to its stockholders approximately 73%
of the outstanding shares of PolyVision Common Stock, which were acquired by it 
in the Merger (the "Distribution"). At the time of the Distribution, the Company
comprised all of Alpine's information display operations and assets. The        
Distribution, when combined with shares of the Company common stock used as     
partial consideration in connection with the Adience Acquisition and the        
purchase of Adience's senior notes, resulted in the ownership by Alpine of      
approximately 17% of the outstanding shares of Common Stock, and Alpine remains 
the Company 's largest single shareholder. Alpine also owns 98% of the          
outstanding preferred stock of the Company. As further described herein, the    
Company continues to rely upon the financial support of The Alpine Group. The   
decision to continue its financial support is made on an annual basis by Alpine.

Business Operations                                                             

Greensteel                                                                

     Greensteel manufactures and sells custom-designed and engineered writing,
projection and other visual display surfaces (such as porcelain chalkboards and 
markerboards), custom cabinets, and work station and conference center casework.
Greensteel combines its own direct marketing network with that of its dealers   
and distributors this enables it to market its products to schools, health care 
facilities, offices and other institutions throughout the country. Greensteel's 
products are marketed under the trade name "Greensteel."                        

      Greensteel has achieved its current position in the specialized markets it
serves due largely to its integrated approach to customer needs. In many cases, 
Greensteel performs a full range of services, including the custom design,      
production, installation and maintenance of its products. Greensteel believes   
that this integrated approach, which many of its competitors do not provide,    
enhances its responsiveness to customer needs. This approach, which allows the  
customer to obtain a full line of products and services from a single source,   
better enables Greensteel to establish an ongoing relationship with its         
customers and to provide for their future requirements. Competition in          
Greensteel's markets is based largely on price, product quality, customer       
service and reliability.                                                        

  Most of Greensteel's products are sold in connection with new facility
construction or renovation. Such products are generally sold as part of a bid   
process conducted through architects and general contractors working with       

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Greensteel's sales staff and that of its dealers, and are custom-made to        
specifications. Successful marketing of these products is dependent upon the    
maintenance of strong relationships with architects and general contractors,    
particularly in the education and health care construction fields. Greensteel   
has been advised by its customers that its products have achieved general       
recognition as quality products.                                                

Products                                                            

  Greensteel manufactures custom-made systems incorporating chalkboards,
markerboards, tackboards and bulletin boards. Greensteel manufactures porcelain 
enameled chalkboards and markerboards which are sold in new construction or as  
replacements for traditional slate or glass blackboards. Porcelain products are 
manufactured at Greensteel's Alliance, Ohio plant, where porcelain is fused to  
sheet steel in electric furnaces. The porcelain-enameled product is then shipped
to one of three other Greensteel production facilities for fabrication into     
chalkboards.                                                                    

Porcelain chalkboards, which are available in a range of colors, are
virtually unbreakable and maintenance free, and are warranted by Greensteel to  
retain their original writing and erasing qualities under normal usage and wear.
As a result of these product qualities and the reduced availability of slate for
chalkboard production, Greensteel believes that porcelain chalkboards currently 
account for approximately 75% of all chalkboard sales in the United States.     

Greensteel's chalkboards, tackboards, markerboards and cabinetry are
typically sold together as a package to finish wall surfaces in school rooms and
offices. These products are generally manufactured at one or more of            
Greensteel's four production and fabrication facilities and are generally sold  
together as part of a package to end-users through a sales force operating out  
of Greensteel's regional sales offices and through independent distributors.    
Greensteel's writing surface products are generally priced from $100 to $900 per
unit, depending on the surface's core material, dimension, gauge and trim, and  
whether the products are being sold through its own sales staff or through      
independent distributors.                                                       

  In addition to chalkboards, Greensteel manufactures dry-marker boards,
which are high-gloss porcelain-enameled boards on which the user writes with a  
dry erase felt-tip marker. Greensteel also manufactures a variety of other      
information display surfaces for educational and institutional facilities, such 
as tackboards.                                                                  

Greensteel also manufactures and installs wood and plastic laminate 
cabinetry for schools, hospitals, laboratories and industry. In addition,       
Greensteel manufactures and installs indoor and outdoor display and bulletin    
board cases.                                                                    

Sales and Markets                                                   

     Most of Greensteel's products are sold by a bid process conducted through
architects and general contractors working with Greensteel's sales staff.       
Warranties made by Greensteel with respect to its products and services are     
consistent with industry standards, except for a 50 year warranty on the writing
surface of its porcelain chalkboards, which is in excess of industry standards. 
Greensteel markets its products through a direct sales staff of six persons,    
most of whom work on a commission basis, and maintains four sales offices.      
Greensteel is in the process of converting over its distribution channels to    
sales predominantly through dealers and distributors which do not require       
extended project management and are not subject to construction cost overruns or
increased working capital requirements for performance bonds and retainage. As a
result of selling through distributors, installation work that was previously   
done by Greensteel is now performed by the distributors, resulting in reduced   
revenues for Greensteel. During the year ended April 30, 1997, the Company added
19 new distributors covering various geographical areas of the United States and
as of July 23, 1997 has a total of 67 distributors. Total distributor sales     
increased by 27% in the year ended April 30, 1997 compared to the prior year.   
Distributor sales comprised approximately 44% and 31% of sales for 1997 and     
1996, respectively.                                                             

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    Sales to educational institutions and facilities accounts for a majority
of Greensteel's revenues. Most of Greensteel's business is concentrated in the  
eastern half of the United States.                                              

Raw Materials                                                       

The glass frit material used by Greensteel to produce its porcelain 
writing surfaces is currently produced to its specifications by a single        
supplier, Ferro Corp., so as to maintain consistent color and quality standards.
Management of Greensteel believes that alternative sources of supply of the     
glass frit material used by Greensteel to produce its porcelain writing surfaces
are readily available. Greensteel has never experienced any difficulty with the 
quantity or quality of product from its glass frit supplier. All other raw      
materials are readily available from a variety of sources.                      

Competition                                                         

Greensteel competes with a variety of companies which manufacture or
distribute chalkboards, markerboards, tackboards and institutional cabinetry.   
Greensteel is one of only three manufacturers in the United States of           
porcelain-enameled steel facings, along with Claridge Products and Equipment    
Inc. and Alliance International Group (which are privately-owned companies).    
Claridge Products and Equipment Inc. sells its products through a network of    
independent distributors and Alliance International Group sells the porcelain   
facings only to laminators for further fabrication. Greensteel has attained its 
competitive position primarily as a result of design quality and reliability,   
both with respect to its products and installation.                             

Seasonality                                                         

      Greensteel's business is seasonal and much of its revenues and most of its
operating profits occur in the third quarter of the calendar year. This occurs  
primarily as a result of increased business activity in the summer months when  
schools are closed and construction activity increases. Greensteel typically    
incurs a loss in the winter months.                                             

Backlog                                                             

At April 30, 1997, Greensteel's contract backlog was approximately  
$11,873,000, as compared with approximately $11,310,000 at April 30, 1996.      
Management expects that all of the backlog will be filled in its next fiscal    
year. Revenues from sales of specific products are recorded when title          
transfers, which is typically upon shipment. Revenues from construction of      
custom installations under contracts are recorded on the                        
percentage-of-completion method of accounting, measured on the basis of costs   
incurred to estimated total costs, which approximates contract performance to   
date. See Note 2, "Revenue Recognition" to the Notes to Consolidated Financial  
Statements included herein.                                                     

Employees                                                           

As of July 23, 1997 Greensteel employed approximately 240 people.   
Approximately 106 employees at Greensteel's Dixonville, Pennsylvania plant are  
members of the Carpenters Union, with the current labor contract expiring in    
February, 1999. Of Greensteel's remaining employees, approximately 18 persons   
are union members not covered by collective bargaining agreements.              

Greensteel considers relations with its employees to be good.       

Patents and Trademarks                                              

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Greensteel holds a number of patents and trademarks covering various
products and processes relating to its business. Greensteel believes that its   
"Greensteel" trademark is important as the name "Greensteel" is highly          
recognized by customers, general contractors and architects in the education and
institutional markets as providers of quality products used in construction     
projects. Greensteel periodically monitors for infringing uses of this mark and 
has never encountered any such infringement. Management of Greensteel believes  
that such infringement is unlikely. None of Greensteel's patents or other       
trademarks are considered to be material to Greensteel's ongoing business.      

Insurance                                                           

Greensteel maintains insurance with respect to its properties and   
operations in such form, in such amounts and with such insurers as is customary 
in the businesses in which Greensteel is engaged. Greensteel believes that the  
amount and form of its insurance coverage is adequate at the present time.      

Environmental Matters                                               

  Greensteel's manufacturing operations are subject to numerous federal,
state and local laws and regulations relating to the storage, handling,         
emission, transportation and discharge of hazardous materials and waste         
products. Compliance with these laws, as a result of the Adience indemnification
described below, has not been a material cost to Greensteel and has not had a   
material effect upon its capital expenditures, earnings or competitive position.

In February 1992, the Company was cited by the Ohio Environmental   
Protection Agency (the "Ohio EPA") for violations of Ohio's hazardous waste     
regulations, including speculative accumulation of waste (holding waste on-site 
beyond the legal time limit) and illegal disposal of hazardous waste on the site
of Greensteel's Alliance, Ohio manufacturing facility.                          

     In December 1993, the Company and Adience signed a consent order with the
Ohio EPA and Ohio Attorney General that required the Company and Adience to pay 
to the State of Ohio a civil penalty of $200,000 of which the Company 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. Removal and remediation activities as contemplated under the consent order
have been completed.                                                            

   The Company has submitted risk assessment reports which demonstrate, 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, the Company believes that it is likely that the Ohio  
EPA will agree with the risk assessment reports. The Company is currently       
waiting for a determination from the Ohio EPA as to whether the submitted       
reports are approved. 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 be incurred. At April 30, 1997,       
environmental accruals amounted to $26,000, which represents management's       
reasonable estimate of the amounts to be incurred in the resolution of this     
matter. Since 1991, the Company and Adience have together paid $1,449,000       
(excluding the $200,000 civil penalty) for the environmental cleanup related to 
the Alliance facility.                                                          

      Under the acquisition agreement pursuant to which the Company acquired the
Alliance facility from Adience, Adience represented and warranted that, except  
as otherwise disclosed to the Company, no hazardous material has been stored or 
disposed of on the property and agreed to indemnify the Company for any losses  
in excess of $250,000. The Company has notified Adience that it is claiming the 
right to indemnification for all costs in excess of $250,000 incurred by the    
Company in this matter, and has received assurance that Adience will honor such 
claim. Adience has reimbursed the Company $1,373,000 through June 30, 1997.     

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Posterloid                                                                

   Posterloid 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 display signage used primarily by banks to display interest 
rates, currency exchange rates and other information. Posterloid's displays are 
custom manufactured in arrays of screen printed plastic strips for ceiling      
hanging or for window or counter displays. During the fiscal year ended April   
30, 1997, Posterloid had approximately 2,000 customers. Posterloid's marketing  
activities are conducted through both a direct sales force and sales            
representatives. Raw materials used in Posterloid's operations are widely       
available but are purchased from a limited number of sources in order to obtain 
favorable prices and terms. Posterloid competes with three other significant    
national menuboard manufacturers and a large number of local manufacturers.     
Menuboard products compete on the basis of design capability, price, quality and
ability to meet delivery requirements. Posterloid had 60 employees as of April  
30, 1997 and considers its employee relations to be good.                       

APV                                                                       

    APV was engaged in the research, development, licensing and testing of a
proprietory technology known as PolyVision(TM) with potential commercial        
applications in a range of industrial and consumer products. In April, 1997, the
Company made the decision to discontinue any further research and development   
efforts and market this technology through third-party licensing agreements.    
This resulted in a fourth quarter restructuring charge of $650,000.             

ITEM 2. PROPERTIES                                                              

    Greensteel owns three of its facilities. Real estate owned by Greensteel
is subject to mortgages. Greensteel believes that all of its facilities are     
well-maintained, in good condition and adequate for its present business.       
Greensteel's production facilities are currently utilized to the extent of one  
production shift per day and are scheduled for additional shifts as demand      
requires during the busy seasonal period. At such levels of utilization,        
Greensteel's production facilities have sufficient capacity to meet the current 
demand for Greensteel's products.                                               

    Certain information concerning the principal facilities of Greensteel is
set forth below:                                                                

                                           Approximate
                                        Owned or      Floor Area     Lease
Location                                    Leased      (Square Feet) Expiration
--------                                    ------      ------------  ----------
Dixonville, Pennsylvania ..............      Owned        199,226        --     
Landis, North Carolina ................      Owned         46,800        --     
Alliance, Ohio ........................      Owned         28,032        --     
Corona, California ....................      Leased        26,000        1997   
Fraser, Michigan ......................      Leased         4,500        1997   

The only facility used by Posterloid, which is leased, is as follows:           

                                           Approximate
                                        Owned or      Floor Area     Lease
Location                                    Leased      (Square Feet) Expiration
--------                                    ------      ------------  ----------
Long Island City, New York                   Leased        54,000        2001   

The manufacturing facility and administrative office of Posterloid is located in
Long Island City, New York.                                                     

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ITEM 3. LEGAL PROCEEDINGS                                                       

In 1994, Reliance Insurance Company of New York (the "Plaintiff")   
commenced an action in the Supreme Court of the State of New York, County of    
Suffolk, against several defendants including the Company seeking money damages 
based on the purported sale and delivery by defendants of some 860 insulated    
metal curtain wall panels manufactured by the Company in 1987 and of an         
additional 520 replacement panels in 1991 and 1992. Plaintiff has alleged that  
such panels were defective in their design and manufacture. Among the theories  
of liability advanced by Plaintiff are breach of contract, breach of express    
warranty and implied warranty. Pursuant to orders of the Court, the causes of   
action based on the 1987 transaction were dismissed on statute of limitation    
grounds. However, Plaintiff has been granted leave to serve an amended complaint
to allege, among other things, a claim under the New Jersey Consumer Fraud Act  
(the "NJCFA") (which might permit treble damages), while preserving the right of
the defendants, including the Company to challenge the applicability of the     
NJCFA. The amended complaint was served during April, 1997 and Plaintiff        
currently seeks $1,405,000 in damages as well as treble damages under the NJCFA.
The Company has served its answer to the amended complaint substantially denying
Plaintiff's allegations of defective design and manufacture and pleading        
affirmative defenses, as well as commencing third party claims against an       
adhesives supplier whose product was utilized by the Company in fabricating the 
subject panels. As of the date hereof, discovery has yet to commence and it is  
premature to render an estimate of the outcome of this litigation.              

For a description of certain environmental matters, see "Business --
Greensteel; Environmental Matters."                                             

Neither APV nor Posterloid is involved in any pending or threatened 
litigation.                                                                     

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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                     

(a)   On March 25, 1997, the Company held its Annual Meeting of     
Shareholders (the "Meeting").                           

(b)   Not applicable.                                               

(c)   At the Meeting, the following matters were voted upon:        

            (i)   Election of three Class I Directors to the Board of Directors,
               each to hold office until the 1998 Annual meeting and until
his successor is elected and qualified.     

  The following table sets forth the name of each nominee and the voting
with respect to each nominee for director:                                      

                          Withhold
   Name                        For               Authority      Broker Non-Votes
   ----                        ---               ---------      ----------------
Ivan Berkowitz              6,844,461             333,605              0        
Stephen C. Knup             6,844,125             333,941              0        
Bragi F. Schut              6,844.467             333,599              0        

(ii) The Reincorporation of the Company in Delaware.    

  With respect to the foregoing matter, 3,976,867 shares voted in favor,
310,871 shares against and 18,184 shares abstained. There were no broker        
non-votes. This proposal was not approved by the requisite number of            
shareholders.                                                                   

      (iii) Ratification of the adoption of the 1995 Directors Stock
Option Plan of the Company.                                                     

  With respect to the foregoing matter, 3,603,130 shares voted in favor,
588,471 shares against and 132,328 shares abstained. There were no broker       
non-votes.                                                                      

           (iv) Ratification of the adoption of the 1995 Directors Stock Grant
Plan of the Company.                                                            

  With respect to the foregoing matter, 3,810,195 shares voted in favor,
744,021 shares against and 140,625 shares abstained. There were no broker       
non-votes.                                                                      

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 PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS   

The Company's common stock is traded on the American Stock Exchange 
("AMEX") under the symbol PLI. As of April 30, 1997, there were approximately   
2,398 holders of record of the Company's Common Stock.                          

    The following table sets forth, for the fiscal periods shown (PolyVision
Corporation changed its fiscal year to April 30 from December 31 in connection  
with the Merger), the high and low sales prices for PolyVision Common Stock as  
reported on the AMEX. The amounts set forth below through the May 24, 1995 date 
of the Merger have not been adjusted to reflect the 1-for-15 Reverse Stock      
Split.                                                                          

                                                          High           Low
                                                          ----           ---
Calendar 1995                                                                   
   First Quarter ...................................    $  11/16       $   1/2
   Second Quarter ..................................         3/4           1/2
   Third Quarter ...................................         7/8           3/8
   Fourth Quarter ..................................       13/16           1/2

Calendar 1996                                                                   
   First Quarter ...................................    $  11/16       $   1/2
   Second Quarter (through May 24, 1995) ...........       11/16           1/2

Fiscal 1996                                                                   
   First Quarter (from May 25, 1995) ...............    $  7-1/2       $3-1/16
   Second Quarter ..................................     3-15/16         2-1/4
   Third Quarter ...................................      2-9/16         1-3/4
   Fourth Quarter ..................................       2-5/8         1-7/8

Fiscal 1997                                                                     
   First Quarter ...................................    $  2-1/4       $   5/8
   Second Quarter ..................................       1-1/8           5/8
   Third Quarter ...................................       15/16         11/16
   Fourth Quarter ..................................         3/4           1/4

Fiscal 1998                                                                   
   First Quarter (through July 15, 1997) ...........    $    3/4       $   1/4

    The Company has never declared or paid dividends on its common stock and
does not anticipate paying dividends at any time in the foreseeable future. The 
terms of the Company's Series A Preferred Stock prohibits the Company from      
paying dividends on all classes of stock junior to such stock (including its    
common stock) while shares of the Company's Series A Preferred Stock remain     
outstanding.                                                                    

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ITEM 6. SELECTED FINANCIAL DATA                                                 

The following selected consolidated financial data should be read in
conjunction with the consolidated financial statements of the Company and       
"Management's Discussion and Analysis of Financial Condition and Results of     
Operations" included herein.                                                    

                                                        [Enlarge/Download Table]

                                                Fiscal Year Ended April 30,               
                                --------------------------------------------------------- 
                                   1997        1996        1995(1)      1994        1993  
                                   ----        ----        -------      ----        ----  
                                (in thousands, except per share data)      (unaudited)    
                                                                                          
Net sales from operations ..... $  32,233   $  35,627    $  13,572    $  5,108    $ 4,211 
                                =========   =========    =========    ========    ======= 
(Loss) from operations(3) ..... $  (4,289)  $  (5,245)   $  (5,644)   $(25,692)   $(8,564)
                                =========   =========    =========    ========    ======= 
Net (loss) .................... $  (5,109)  $  (5,769)   $  (5,728)   $(25,732)   $(9,638)
                                =========   =========    =========    ========    ======= 
Preferred stock dividends ..... $  (2,059)  $  (2,040)   $    (448)   $   (448)   $  (358)
                                =========   =========    =========    ========    ======= 
 (Loss) applicable to                                                                     
   common stock ............... $  (7,168)  $  (7,809)   $  (6,176)   $(26,180)   $(9,996)
                                =========   =========    =========    ========    ======= 
Loss per share(2) ............. $   (0.84)  $   (0.94)   $   (0.67)   $  (2.56)   $ (1.14)
                                =========   =========    =========    ========    ======= 
Total assets .................. $  16,901   $  18,983    $  22,153    $  8,187    $ 9,496 
                                =========   =========    =========    ========    ======= 
Long-term obligations ......... $   7,400   $   5,285    $   1,865    $  4,927    $ 9,430 
                                =========   =========    =========    ========    ======= 
Preferred stock ............... $  25,731   $  25,731    $  25,502    $  6,933    $ 5,485 
                                =========   =========    =========    ========    ======= 
 Total stockholders' equity                                                               
   (deficit) .................. $  (2,990)  $   4,084    $  11,090    $  1,472    $(1,350)
                                =========   =========    =========    ========    ======= 

----------                                                                      

(1)   Includes the results of the Greensteel Division of the Company for the    
 four months ended April 30, 1995. See Note 3 to Notes to Consolidated
Financial Statements for pro forma financial information.           

(2)   Restated for all periods to reflect the 1-for-15 reverse stock split      
effected in May 1995.                                               

(3)   Includes a $650,000 restructuring charge for the discontinuance of the APV
operations. See also Note 11 regarding certain royalties payable.   

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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS 
OF OPERATION                                                    

Results of Operations                                                           

     The following table summarizes, for the periods presented, the respective
amounts of Greensteel, APV and Posterloid:                                      

                                               Fiscal Year Ended April 30,
                                              ----------------------------------
                                             1997        1996         1995
                                             ----        ----         ----
                                              (in thousands, except percentages)
Net sales                                                                       
 Posterloid ..............................  $  6,081    $  5,557    $  4,918
 Greensteel ..............................    26,152      30,070       8,654
                                            --------    --------    --------
                                              32,233      35,627      13,572
Gross Profit                                                                    
 Posterloid ..............................     1,738       1,635       1,484
 Greensteel ..............................     5,740       6,129       1,453
                                            --------    --------    --------
                                               7,478       7,764       2,937

Gross Margin ...............................      23.2%       21.8%       21.6% 

Selling, general and administrative expenses                                    
 Posterloid ..............................     1,668       1,766       1,514
 Greensteel ..............................     6,967       6,356       2,364
 APV and Corporate .......................     1,179       1,856       1,334
                                            --------    --------    --------
                                               9,814       9,978       5,212
Research and development                                                        
 APV .....................................     1,158       2,886       3,224
Restructuring Expense                                                           
APV .....................................       650        --          -- 
Amortization of goodwill                                                        
 Posterloid ..............................       145         145         145
Operating income (loss)                                                         
  Posterloid ..............................       (75)       (276)       (175)
  Greensteel ..............................    (1,227)       (227)       (911)
  APV and Corporate .......................    (2,987)     (4,742)     (4,558)
                                            --------    --------    --------
                                               (4,289)     (5,245)     (5,664)

Net interest expense .......................       910         516          64  
Other (income) expense .....................        90           8          20  

      Fiscal Year Ended April 30, 1997 Compared with Fiscal Year Ended April 30,
1996                                                                            

      The Company's net sales for the fiscal year ended April 30, 1997 decreased
10% to $32,233,000 compared to net sales of $35,627,000 for the fiscal year     
ended April 30, 1996. This decline resulted from reduced sales of $3,918,000 at 
Greensteel. In fiscal 1997, Greensteel has been in the process of converting its
distribution channels to sales through dealers and distributors which do not    
require extended project management and are not subject to                      

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construction cost overruns or increased working capital requirements for        
performance bonds and retainage. As a result of selling through distributors,   
installation work that was previously done by the Company is now performed by   
the distributor, resulting in reduced revenues. During fiscal 1997 the Company  
added 19 new distributors covering various geographic areas of the United       
States. Distributor sales for fiscal 1997 increased by 27% compared to fiscal   
1996. Net sales for Posterloid increased by $524,000 or 9% in fiscal 1997. These
additional sales are due to a significant increase in volume with a fast food   
restaurant chain.                                                               

   The Company's gross profit for fiscal 1997 decreased to $7,478,000 from
$7,764,000 for fiscal 1996. Gross profit decreased at Greensteel from $6,129,000
to $5,740,000 due to lower revenues. Gross profit margins improved, however, to 
22.0% from 20.4% due to higher margins on dealer sales and lower benefits costs 
due to a more favorable union contract. Posterloid increased its gross profit by
$103,000 due to higher revenues, however the gross margin decreased from 29.4%  
in fiscal 1996 to 28.6% in fiscal 1997 due to increased costs.                  

     Selling, general and administrative costs for fiscal 1997 were $9,814,000
compared to $9,978,000 for the prior year. The decrease was due to lower        
administrative personnel expense and related items offset by higher bad debt    
expense.                                                                        

  Interest expense increased by $394,000 for fiscal 1997 due to a higher
level of debt in order to fund working capital needs and research and           
development expenses.                                                           

   Research and development costs related to the PolyVision(TM) technology
decreased by $1,728,000 for fiscal 1997. In April, 1997 the Company made the    
decision to discontinue its research and development efforts and market the     
PolyVision(TM) technology through licensing agreements. This decision will allow
the Company to better utilize its financial resources and resulted in a charge  
of $650,000 for restructuring expenses. This includes the estimated costs of    
severance pay and benefits and the write-down of assets to net realizable value.

      Fiscal Year Ended April 30, 1996 Compared with Fiscal Year Ended April 30,
1995                                                                            

The fiscal 1996 comparative increase in net sales of approximately  
$22,055,000, or 162%, was primarily attributable to a full year of Greensteel's 
operations as compared to the four month period subsequent to its effective     
purchase by Alpine on December 21, 1994 for the fiscal year ended April 30,     
1995. Greensteel's comparable revenues for the year ended April 30, 1995 were   
$32,611,000. The decrease in Greensteel's comparable revenues is primarily due  
to comparably lower sales of third party provided casework in accordance with   
Greensteel's decision in 1993 to discontinue reliance on third parties which had
led in the past to substantial cost overruns and late deliveries. In addition,  
Posterloid's fiscal 1996 revenues increased approximately $639,000 or 13% with  
increases in both the menuboard and Viscon banking product lines. Greensteel's  
business is seasonal and a disproportionate amount of its sales and operating   
profits occur in the third calendar quarter 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 in fiscal 1996 increased on a comparative basis by
$4,827,000, while the gross margin percentage increased slightly to             
approximately 21.8% in fiscal 1996 from 21.6% in fiscal 1995. The increase in   
the gross profit as well as the increase in the gross margin percentage were    
primarily attributable to Greensteel's operations. Greensteel's gross margin    
increased to 20.4% for fiscal 1996 from 16.8% for the four months ended April   
30, 1995, primarily due to comparing full year results with a four month period 
of historically lower production volumes and related margins. Greensteel's      
fiscal 1996 gross margin was negatively affected by a non-cash charge of        
approximately $700,000 relating to a new three year union agreement at its      
Dixonville, Pennsylvania location. In connection with the new union agreement   
the Company anticipates cost savings in each of the next three years.           
Posterloid's comparative 1996 gross profit increased by approximately $151,000  
while gross margin declined to 29.4% from 30.2%. Posterloid's comparative       
decline in gross margin was primarily attributable to costs associated with the 
move of the Viscon product line to Connecticut.                                 

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      Research and development expenses, excluding depreciation and amortization
charges, decreased $780,000 on a comparative basis from fiscal 1995. The Company
has determined that the most cost effective method in the event of full scale   
production of PolyVisionTM displays is through third party subcontractors. In   
this regard the Company will not exercise its option to renew the lease at its  
Wallingford Connecticut facility which expires in December 1996 and the Company 
is currently exploring alternate sites. In connection with this decision,       
depreciation and amortization expenses have been accelerated while other        
PolyVisionTM technology manufacturing-related costs have been reduced, such that
research and development expenses for fiscal 1997 are anticipated to be         
approximately $1,200,000.                                                       

The comparative fiscal 1996 increase in selling, general and        
administrative expense of $4,766,000 was primarily attributable to the inclusion
of Greensteel for the entire fiscal year ended April 30, 1996 and a comparative 
increase of $522,000 of corporate expenses relating to the new management and   
public company structure implemented in connection with the May 1995 Merger.    

  Since the Merger in May 1995, management of the Company has focused on
deployment of its asset base and its cost structure with a near-term goal of    
achieving a break-even level on operating profit for fiscal 1997. At Greensteel,
the Company consolidated its Portland, Oregon manufacturing facility with its   
Corona, California facility in September 1995. An expansion of Greensteel's     
Alliance, Ohio facility was completed in February 1996 to provide more efficient
laminating and distribution of its porcelain enameled chalkboards and marker    
boards. In June 1996, the consolidation of Greensteel's Landis, North Carolina  
manufacturing facility with its Dixonville, Pennsylvania facility was completed.
In addition to the efficiencies expected from the foregoing, cost savings under 
the new labor agreement and adoption of a new health care plan will further     
enhance Greensteel's competitive position. In this regard, management of the    
Company intends to focus its resources on aggressively increasing it market     
share in fiscal 1997 for both its Greensteel and Posterloid subsidiaries.       

      Fiscal Year Ended April 30, 1995 Compared with Fiscal Year Ended April 30,
1994                                                                            

The fiscal 1995 comparative increase in net sales of approximately  
$8,464,000, or 166%, was attributable to the inclusion of $8,654,000 in revenues
from Greensteel's operations for the four month period subsequent to its        
effective purchase by Alpine on December 21, 1994. Greensteel's comparable      
revenues for the four months ended April 30, 1994 were $8,408,000. Partially    
offsetting the revenue increase attributable to Greensteel was a decline in     
Posterloid's fiscal 1995 revenue's of approximately $190,000 or 4%. Greensteel's
business is seasonal and a disproportionate amount of its sales and operating   
profits occur in the third calendar quarter 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 in fiscal 1995 increased on a comparative basis by     
$1,007,000, while the gross margin percentage declined from approximately 37.8% 
in fiscal 1994 to 21.6% in fiscal 1995. The increase in the gross profit as well
as the decline in the gross margin percentage were primarily attributable to the
inclusion of Greensteel's operations in fiscal 1995. Greensteel, which          
historically has operated at gross margins below 19%, contributed a gross profit
during the period of its inclusion of approximately $1,453,000, representing a  
gross margin percentage of approximately 16.8%. Posterloid's comparative 1995   
gross profit decreased by approximately $446,000 while gross margin declined to 
30.2% from 37.8%. Posterloid's comparative declines in gross profit and gross   
margin represent a reduction in business from the higher margin banking sector. 

The comparative fiscal 1995 increase in selling, general and        
administrative expense of $2,681,000 was primarily attributable to the inclusion
of Greensteel for the four months ended April 30, 1995 and approximately        
$632,000 of Merger-related professional fees and other administrative overhead  
expenses charged by Alpine.                                                     

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Liquidity and Capital Resources                                                 

   During fiscal 1997, the principal use of cash was $3,157,000 to support
operating activities. Approximately $689,000 was used to reduce accounts payable
and accrued expenses. Sources of funds included a $1,007,000 reduction in       
accounts receivable and a $399,000 reduction in inventories. The Company spent  
$400,000 on capital expenditures in fiscal 1997. They were used primarily for an
air filtration system at the new Posterloid facility and to develop and install 
a new computer system at Greensteel. Also sources of funds include $1,046,000 in
working capital from the Bank of Boston and $2,476,000 from Alpine. During      
fiscal 1997 $220,000 of the term loan with the Bank of Boston was repaid.       

   In April, 1996, Greensteel, as borrower, and the Company, as guarantor,
entered into a $5,000,000 Master Credit Agreement with the Bank of Boston       
Connecticut to provide financing for Greensteel's general working capital       
requirements. The Agreement provides for a revolving credit facility of up to   
$3,800,000 based upon eligible accounts receivable and inventory (unused        
borrowings were $1,036,000 at April 30, 1997) at the Bank's prime rate plus 1%  
(9.50% at April 30, 1997) and $1,200,000 term loan payable in equal monthly     
installments of $20,000 with interest at the Bank's prime rate plus 1-1/2%      
(10.00% at April 30, 1997) beginning June 1, 1996 through August 1, 1997, with  
the remaining unpaid principal amount of $900,000 due on August 31, 1997.       

      Substantially all of Greensteel's assets are pledged as collateral for the
credit facility. The Agreement requires Greensteel's compliance with certain    
financial covenants including maintenance of a minimum net worth, current ratio,
debt to net worth and a minimum debt service coverage. Greensteel was not in    
compliance with its financial covenants as of April 30, 1997. The bank has      
provided a waiver for these covenants for the year ending April 30, 1997 through
July 30, 1997. On March 31, 1997, the Company and Greensteel signed a letter of 
intent with the Bank of Boston to extend the existing credit agreement which    
matures August 31, 1997. This agreement will provide credit facilities totaling 
$4,800,000 and will be subject to standard ratios and covenants. The agreement  
will provide for a maturity of two years from the closing date and a floating   
interest rate equal to the prime rate plus one to one and a half percent based  
on performance ratios. As collateral for this extended facility Greensteel will 
continue the first lien in favor of the bank on all tangible and intangible     
property.                                                                       

On May 24, 1995, the Company entered into an agreement with Alpine  
pursuant to which the Company may borrow from time to time, up to $5,000,000    
from Alpine to be used by the Company to fund its working capital needs.        
Borrowings under the agreement are unsecured and bear interest at a market rate 
reflecting Alpine's cost of borrowing such funds. As of April 30,1997, Alpine   
has advanced $5,000,000 to the Company under such agreement. On April 30, 1997, 
pursuant to agreement between Alpine and the Company, Alpine loaned to the      
Company $811,000 against a promissory note of the Company in like amount.       
Borrowings under the note are at Alpine's cost of borrowing such funds (8-1/2%  
at April 30, 1997). The Company's obligations to Alpine are comprised of accrued
dividends and indebtedness which total approximately $10,500,000 as of April 30,
1997. In addition, the indebtedness to Alpine increased by approximately        
$3,000,000 during fiscal 1997. Alpine has agreed to advance further funds to the
company through April 30, 1998 as may be necessary for the company to meet its  
financial committment to third parties incurred in the ordinary course of       
business. The decision to continue to provide such financial support is made    
annually by Alpine and future decisions will be based upon the conditions       
existing at that time.                                                          

Contingencies                                                                   

As more fully described in note 11 to the April 30, 1997 financial  
statements, APV, Inc. received a $750,000 advance from Connecticut Innovations, 
Inc. in 1992 to finance a portion of APV's product development                  

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costs. This advance was to be paid back along with additional amounts from      
future royalties generated from the sale of the developed products up to a      
maximum cumulative royalty payment of $3,250,000.                               

With the discontinuance of the operations of APV, Inc. as of April  
30,1997, the Company is currently in negotiations with Connecticut Innovations  
to terminate the royalty arrangement. Connecticut Innovations has asserted that 
the entire royalty of $3,250,000 is due less any royalty payments already made  
which approximates $300,000. In the opinion of management of the Company, the   
two parties will negotiate a settlement to the royalty arrangement and the      
settlement amount will not have a material adverse financial impact on the      
Company. However, management cannot predict the ultimate outcome of these       
negotiations.                                                                   

Recent Accounting Pronouncements                                                

   In March 1995, The Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standard ("SFAS") No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of."   
SFAS No. 121 requires that the carrying value of long-lived operating assets,   
when determined to be impaired, be adjusted so as not to exceed the estimated   
undiscounted cash flows provided by such assets. SFAS No. 121 also addresses the
accounting for long-lived assets that are to be disposed of in future periods.  
The Company adopted the provisions of SFAS No. 121 in fiscal year 1997. The     
adoption of SFAS No. 121 did not have a material effect on the Company's        
financial position or results of operations for the year ended April 30, 1997.  

      In October 1995, the FASB issued SFAS No. 123, "Accounting for Stock-Based
Compensation." SFAS No. 123 recommends, but does not require, that companies    
change their method of accounting for stock-based compensation plans to one that
attributes compensation costs equal to the fair value of a stock-based          
compensation arrangement over the periods in which service is rendered.         
Companies not electing to change their method of accounting are required, among 
other things, to provide additional disclosure which in effect restates a       
company's results for comparative periods as if the new method of accounting had
been adopted. The Company elected not to adopt the recognition provisions of    
SFAS No. 123 but instead has complied with the related disclosure requirements. 
Based on the exercise price of the Company's options, the market value of the   
Company's stock and the historical operations of the Company, there would not be
any effect to net loss and net loss per common share with the adoption of the   
SFAS No. 123 disclosure requirements.                                           

     In June 1996, the FASB issued SFAS No. 125, "Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities." SFAS 125     
provides accounting and reporting standards for transfers and servicing of      
financial assets and extinguishments of liabilities. The Company has adopted the
provisions of this statement effective January 1, 1997 with no impact on the    
Company's operating or financial position.                                      

      In February 1997, the FASB issued SFAS No. 128, "Earnings per Share." SFAS
128 establishes standards for computing and presenting earnings per share and   
applies to entities with publicly held common stock. The Company is required to 
adopt the new standard for fiscal year ending April 30,1998. Based upon the     
Company's initial evaluation, adoption is not expected to have a significant    
impact on the Company's reported earnings per share.                            

      In February 1997, the FASB issued SFAS No. 129, "Disclosure of Information
about Capital Structure." The disclosure requirements will have to be adopted by
the Company for fiscal year ending April 30,1998.                               

In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive
Income." The statement establishes standards for reporting and display of       
comprehensive income and its components (revenues, expenses, gains and losses)  
in a full set of general purpose financial statements. The Company is required  
to adopt the new standards for fiscal year ending April 30, 1999.               

      In June 1997, the FASB issued SFAS No. 131, "Disclosures about Segments of
an Enterprise." This statement establishes standards for the way that public    
business enterprises report information about operating                         

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segments in annual financial statements and requires that those enterprises     
report selected information in interim financial statements. The disclosure     
requirements would have to be adopted by the Company for fiscal year ending     
April 30, 1999.                                                                 

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA                              

    The financial statements and supplementary data of the Company appear on
pages F-2 through F-24 of this Form 10-K, are indexed herein under Item         
14(a)(1), and are incorporated herein by reference. See also the financial      
statement schedule appearing herein under Item 14(a)(2).                        

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND         
FINANCIAL DISCLOSURE                                            

None.                                                               

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT                     

      The names and ages of the directors and executive officers of the Company,
and their positions with the Company, as of July 23, 1997, are as follows:      

Name                               Age     Position                             
----                               ---     --------                             

David H. Holt                      43      Chief Executive Officer              

Joseph A. Menniti                  60      President and Chief Operating Officer

Lawrence W. Hay                    53      Vice President of Finance            

Steven S. Elbaum                   48      Chairman of the Board and Director   

Ivan Berkowitz                     51      Director                             

Stephen C. Knup                    55      Director                             

Bragi F. Schut                     55      Director                             

Lyman C. Hamilton                  70      Director                             

----------                                                                      

 DAVID H. HOLT became Chief Executive Officer of the Company in April,
1997. From January 1996 to January 1997, he served as Group Vice President of   
Beloit Corporation, a subsidiary of Harnischfeger Industries, which manufactures
and markets machinery and systems for the pulp and paper industry. From 1976 to 
1996, Mr. Holt held various financial, marketing and general management         
positions with Beloit Corporation.                                              

      JOSEPH A. MENNITI was elected President and Chief Operating Officer of the
Company in May, 1995. From 1989 to May 1995, Mr. Menniti was the President of   
DNE Technologies, Inc., a wholly-owned subsidiary of                            

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Alpine which manufactures and markets electronic and communications products and
systems for the military, government and commercial sectors. Mr. Menniti held   
various positions at Grumman Aerospace Corporation prior thereto.               

  LAWRENCE W. HAY was appointed Vice President of Finance of the Company
effective August 7, 1996. From 1985 to January 1996, Mr. Hay served as Vice     
President of Finance and Administration of Ceramicus, Inc., a manufacturer of   
ceramic tile located in East Sparta, Ohio. From February to July 1996, Mr. Hay  
was an independent business consultant.                                         

   IVAN BERKOWITZ was elected a director of the Company in May, 1995. From
May, 1995 until April, 1997 he served as Chief Executive Officer of the Company.
From September 1993 to March 1995, he was the Managing General Partner of Steib 
& Company, a private investment partnership. Since March 1995, Mr. Berkowitz has
also been a director of Propierre I, a public French real estate mutual fund,   
and, since July 1995, a director of Harmony Holdings, Inc., a company engaged in
the commercial film production business. From 1978 through December 1994, Mr.   
Berkowitz was a Managing Director of Chestnut Hill Securities, Inc., a          
registered broker-dealer in Los Angeles, California.                            

    STEVEN S. ELBAUM was elected Chairman of the Board and a director of the
Company in December, 1994. Mr. Elbaum has been a director of Alpine since 1980  
and has served as its Chairman of the Board and Chief Executive Officer since   
June 1984. Mr. Elbaum has been Chairman of the Board, President and Chief       
Executive Officer of Superior Telecom since July, 1996. He is also a director of
Interim Services, Inc., a provider of value-added staffing and health care      
services, and HumaScan, Inc., a developer of medical monitoring devices, and    
also Broadway and Seymour, Inc., a developer and vendor of computer software    
technologies.                                                                   

   STEPHEN C. KNUP was elected a director of the Company in May, 1995. Mr.
Knup has been the Executive Vice President and Chief Financial Officer of       
Metallgesellschaft Corp., a raw materials company, from November 1994 to the    
present. Mr. Knup formerly served as Chief Operating Officer of Frankel & Co.,  
an insurance brokerage company, from May 1994 to November 1994, and as the      
Senior Vice President and Chief Financial Officer of AMAX Inc., a natural       
resource and a natural gas producer, from February 1988 to December 1993 and as 
a consultant to Cyprus Amax Minerals Company, its successor by merger, from     
January 1994 to March 1994.                                                     

   BRAGI F. SCHUT was elected a director of the Company in December, 1994.
Mr. Schut has been a director of The Alpine Group, Inc., since 1984 and has been
Alpine's Executive Vice President since 1986 and its Secretary since 1990. Mr.  
Schut is also a Director of Superior Telecom, Inc.                              

      LYMAN C. HAMILTON, JR. was elected a director of the Company in May, 1995.
Mr. Hamilton is currently a private investor and served as President and Chief  
Executive Officer of APV, Inc. from March 1991 to December 1992. From December  
1989 to September 1990, Mr. Hamilton served as Chairman and Chief Executive     
Officer of Imperial Corporation of America, a public bank holding company       
(Imperial Corporation of America filed a petition under Chapter 11 of the U.S.  
Bankruptcy Code on February 28, 1990); and from 1980 to December 1989, he served
as Chairman and President of Tamco Enterprises, Inc., a private investment      
company. Mr. Hamilton currently serves on the Board of Directors of InterDigital
Communications Corp., a manufacturer of wireless telephone equipment,           
Scan-Optics, Inc., a manufacturer of optical character recognition equipment,   
and a member of the Advisory Boards of Desai Capital Management and UBS Asset   
Management. Mr. Hamilton served on Alpine's Board of Directors from 1991 to     
November 1993.                                                                  

 No family relationship exists among any of the directors or executive
officers of the Company. No arrangement or understanding exists between any     
director or executive officer and any other person pursuant to which            

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any director or executive officer was selected as a director or executive       
officer of the Company. All executive officers are appointed annually by the    
Board of Directors.                                                             

      Pursuant to the Company's Restated Certificate of Incorporation, the Board
is divided into two classes, with staggered two-year terms, and one class of    
directors is elected at each Annual Meeting of Shareholders. On March 25, 1997, 
Messrs. Berkowitz, Knup and Schut were re-elected to the Company's Board of     
Directors as Class I directors to hold office until the 1998 Annual Meeting of  
Shareholders and until their successors are elected and qualified. Messrs.      
Elbaum and Hamilton were elected as Class II directors and hold office until the
1999 Annual Meeting of Shareholders and until their successors are elected and  
qualified. The Company's Board maintains an Audit Committee and a Compensation  
Committee. As of July 23, 1997, Messrs. Hamilton, Knup and Elbaum serve on the  
Audit Committee, and Mr. Schut serves on the Compensation Committee.            

Compliance with Section 16(a) of the Securities Exchange Act of 1934            

     Based solely upon its review of the copies of reports required by Section
16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),  
received by the Company, or representations from certain reporting persons that 
no year-end Forms 5 were required for those persons, the Company believes that, 
during the year ended April 30, 1997, all filing requirements applicable to its 
executive officers, directors and greater than ten percent beneficial owners    
under Section 16(a) of the Exchange Act were complied with.                     

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ITEM 11. EXECUTIVE COMPENSATION                                                 

The following table sets forth the cash compensation (including cash
bonuses) paid or accrued by the Company for its fiscal year ended April 30, 1997
and the two prior fiscal years to its Chief Executive Officer and to the two    
other executive officers of the Company whose compensation exceeded $100,000 at 
April 30, 1997.                                                                 

Summary Compensation Table

                                                        [Enlarge/Download Table]

                                             Annual                         Long-Term           
                                          Compensation                    Compensation          

                                 ------------------------------  -------------------------------

                                                    Other Annual                    Common Stock
Name and Principal       Fiscal    Salary    Bonus  Compensation  Restricted Stock   Underlying 
Position                  Year      ($)       ($)      ($)(5)        Awards (#)      Options (#)
-----------------------   ----     ------    ----   ------------     ---------       -----------
                                                                                                
David H. Holt (1)         1997   $ 22,000      --             --            --                --
Chief Executive Officer                                                                         

Ivan Berkowitz (2)        1997    206,000  35,000             --            --                --
Director                  1996    200,000      --             --        25,000           175,000
                          1995         --      --            --             --                --

Joseph A. Menniti (3)     1997    191,000  30,000             --            --                --
President & Chief         1996    185,000      --     $32,000(4)        15,000            75,000
Operating Officer         1995         --      --            --             --                --

----------                                                                      

(1)   Mr. Holt became the Chief Executive Officer of the Company effective April
24, 1997.                                                           
(2)   Mr. Berkowitz served as the Chief Executive Officer of the Company until  
April 24, 1997.                                                     
(3)   Mr. Menniti was elected the President and Chief Operating Officer of the  
Company effective May 1, 1995.                                      
(4)   This amount was received as a signing bonus under Mr. Menniti's employment
agreement. See "Employment Agreements" below.                       
(5)   The aggregate value of benefits to be reported under the "Other Annual    
   Compensation" column did not exceed the lesser of $50,000 or 10% of the
      total of annual salary and bonus reported for the Named Executive Officer.

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Stock Options                                                                   

The following table sets forth information with respect to grants of
options ("Options") to purchase Common Stock under the Company's 1994 Stock     
Option Plan to the Named Executive Officers during the fiscal year ended April  
30, 1997.                                                                       

 Option Grants in Fiscal Year Ended April 30, 1997

                                                        [Enlarge/Download Table]

                                  % of Total                           Potential Realized 
                                   Options                              Value at Assumed  
                                  Granted to    Exercise              Annual Rate of Stock
                    Options       Employees      Price    Expiration    Appreciation for  
    Name           Granted(1)  In Fiscal Year  ($/sh)(1)     Date         Option Term(2)  
    ----           ----------  --------------  ---------     ----         --------------  
                                                                                          
                                                                         5%          10%  
                                                                       ------      -------

Ivan Berkowitz      35,000          16.3%        $1.00    April 2002     $0          $0   
Joseph A. Menniti   30,000          13.9%        $1.00     May 2002      $0          $0   
David H. Holt      150,000          69.8%        $ .50    March 2000     $0          $0   

----------                                                                      

(1)   All options were granted at or above market value on the date of grant.   

(2)   These amounts represent certain assumed rates of appreciation only. Actual
gains, if any, on option exercises are dependent upon other factors,
  including the future performance of the Common Stock and overall stock
market conditions.                                                  

Aggregated Option Exercises During Fiscal 1997 and Fiscal Year-End
Option Values 

The following table sets forth for the Named Executive Officers     
information on options exercised, unexercised options and year-end option values
in each case with respect to options to purchase shares of the Company's Common 
Stock.                                                                          

                                                        [Enlarge/Download Table]

                                             Number of Securities                               
                     Shares      Value            Underlying             Value of Unexercised   
                   Acquired on  Realized    Unexercised Options at       in the Money Options   
          Name     Exercise(#)    ($)          April 30, 1997(#)         at April 30, 1997(1)   
          ----     -----------  --------    ----------------------       --------------------   

                                          Exercisable  Unexercisable  Exercisable  Unexercisable
                                          -----------  -------------  -----------  -------------
                                                                                                
Ivan Berkowitz         -0-        -0-        35,000           -0-          $0            $0     

Joseph A. Menniti      -0-        -0-        30,000           -0-          $0            $0     

David H. Holt          -0-        -0-            -0-     150,000           $0            $0     

----------                                                                      

(1)   Represents the difference between the last sale price of the Common Stock 
     on April 30, 1997, and the exercise price of the option multiplied by the
applicable number of options.                                       

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Directors' Compensation                                                         

     In addition to grants made pursuant to the Company's 1995 Directors Stock
Option and Stock Grant Plans, non-employee directors receive $500 for each board
or committee meeting attended. All expenses in connection with attendance at    
such meetings are paid by the Company.                                          

Employment Agreements                                                           

   In June 1997, Ivan Berkowitz resigned as the Chief Executive Officer of
the Company. Mr. Berkowitz received compensation and other benefits under his   
employment agreement through June 30, 1997, at which time such agreement        
terminated. Pursuant to the terms of his employment agreement, Mr. Berkowitz    
received a bonus of $35,000 in respect of fiscal 1996 and a stock grant of      
15,000 shares of the Company's Common Stock. Mr. Berkowitz additionally         
received, as part of his fiscal 1996 bonus, fully-vested, non-qualified stock   
options to purchase 35,000 shares of the Company's Common Stock at an exercise  
price of $1.00 over a five-year period.                                         

   At the time of Mr. Berkowitz's resignation, the Company entered into an
employment agreement with David H. Holt to serve as the Company's Chief         
Executive Officer through March 15, 2000. Under his employment agreement, Mr.   
Holt is entitled to receive an annual base salary of $175,000, subject to annual
cost-of-living adjustments, and incentive compensation (payable in either cash  
or restricted stock) of up to 40% of his annual base salary upon the achievement
of targeted corporate objectives, determined by the Company's Board of          
Directors. Mr. Holt is also entitled to receive incentive stock options to      
purchase 150,000 shares of the Company's Common Stock at an exercise price of   
$.69, vesting in three equal installments on March 15, 1998, 1999 and 2000. In  
addition, if Mr. Holt's employment is terminated by the Company for any reason  
other than for "Cause" (as defined) or by Mr. Holt for "Good Reason" (as        
defined) such executive is entitled to payment of one times his base salary plus
any amount due for incentive compensation. Mr. Holt agreed not to compete with  
the Company during his term of employment and for two years thereafter.         

     Pursuant to an Employment Agreement, dated as of May 1, 1995, between the
Company and Joseph A. Menniti, Mr. Menniti has agreed to serve as the President 
and Chief Operating Officer of the Company until either he or the Company elects
to terminate such employment upon prior written notice. Under the terms of the  
Employment Agreement, Mr. Menniti is entitled to an annual base salary, subject 
to annual reviews, of $185,000, for services rendered in such position, plus an 
annual bonus of not less than 30% of such base salary in the event the Company  
achieves annual targeted performance objectives set by the Company's Board of   
Directors.                                                                      

    In addition, pursuant to the Employment Agreement, the Company agreed to
grant to Mr. Menniti stock options to purchase 75,000 shares of the Company's   
Common Stock at an exercise price of $3.82 and vesting in five equal annual     
installments. The Company also agreed to make restricted stock grants to Mr.    
Menniti in the amount of 15,000 shares of the Company's Common Stock, to be held
by the Company and released at a rate of 3,000 shares per year. In addition, if 
Mr. Menniti's employment is terminated by the Company for any reason other than 
for "Cause" (as defined) or by Mr. Menniti, for "Good Reason" (as defined), he  
is entitled to payment of one times his base salary if his termination occurs on
or before May 1, 1999 and one and one-half his salary if his termination occurs 
thereafter, in each case together with the annual bonus that he would have been 
entitled to had his employment not been so terminated. Mr. Menniti has agreed   
not to compete with the Company during his term of employment and for two years 
thereafter and not to disclose any part of the Company's proprietary technology 
in perpetuity.                                                                  

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Compensation Committee Interlocks and Insider Participation                     

      The sole member of the Compensation Committee of the Board of Directors is
Bragi F. Schut. No member of the Board of Directors or the Compensation         
Committee has any interlocking relationship with any other corporation that     
requires disclosure under this heading.                                         

Board Compensation Committee Report on Executive Compensation                   

     The Compensation Committee (the "Committee") of the Board of Directors of
the Company was established in 1990 and did not hold any meetings during the    
fiscal year ended April 30, 1997. The duties and responsibilities of the        
Committee include the following:                                                

(a)   approval of annual salaries and other benefits provided for   
executive officers of the Company;                      

(b)   approval of the adoption of compensation plans in which the   
          executive officers of the Company may be participants and awarding
of benefits under such plans; and                       

    (c)   undertaking studies and making recommendations with respect to the
            Company's compensation structure and policies and the development of
management personnel.                                   

The Committee's policies with respect to executive compensation are 
intended to achieve the following goals. First, they are intended to create base
compensation levels sufficient to attract and retain talented and dedicated     
executive officers. Second, the compensation policies are intended to provide a 
direct link between performance during the year (both the performance of the    
Company as a whole and the performance of the individual officer) as a part of  
the officer's compensation. Third, the compensation policies are intended to    
provide executive officers with the opportunity to acquire an equity stake in   
the Company through the grant of options pursuant to the Company's stock-based  
incentive plan.                                                                 

During the fiscal year ended April 30, 1997, the full Board approved
bonuses and granted options to certain of its executive officers and certain    
employees. In each case, the Board's decision was based upon the principles and 
procedures outlined above.                                                      

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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT         

 The following table sets forth information as to the shares of Common
Stock owned as of July 23, 1997, by (i) each person known to the Company to be  
the beneficial owner of more than 5% of the Common Stock; (ii) each director and
executive officer of the Company who owns shares of Company Common Stock; and   
(iii) all directors and executive officers of the Company as a group. Unless    
otherwise indicated in the table or footnotes following the table, (a) the      
persons as to whom the information is given had sole voting and investment power
over the shares of Common Stock shown as beneficially owned by them, and (b) the
business address of each such person is c/o the Company, 4862 36th Street, Long 
Island City, New York, New York 11101.                                          

                                                              Percent of
                                     Number of Shares         Common Stock
Name and Address of                       Beneficially           Beneficially   
Beneficial Owner                             Owned (1)             Owned (1)    
-------------------                       ------------           ------------   

The Alpine Group, Inc.                      1,576,345                 18.5%     
1790 Broadway                                                                   
New York, NY 10017                                                              

Steven S. Elbaum                              421,610(2)(3)            4.9%     
c/o The Alpine Group, Inc.                                                      
1790 Broadway                                                                   
New York, NY 10019                                                              

Ivan Berkowitz                                152,931(4)(6)            1.8%     

Lyman C. Hamilton, Jr                          45,264(2)(3)              *      
69 Byron Drive                                                                  
Avon, CT 06001                                                                  

Stephen C. Knup                                19,166(2)(3)              *      
c/o MetallGesellschaft Corp.                                                    
520 Madison Avenue                                                              
New York, NY 10022                                                              

Bragi F. Schut                                128,219(2)(3)            1.5%     
c/o The Alpine Group, Inc.                                                      
1790 Broadway                                                                   
New York, NY 10019                                                              

Joseph A. Menniti                              46,929(5)                 *      

All executive officers and                    814,119(2)-(5)           9.5%     
directors as a group                                                            
(6 persons)                                                                     

----------                                                                      
* Percentage ownership is less than 1%.                                         

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      (1) Includes, in accordance with Rule 13d-3(d)(1)(i) of the Securities and
  Exchange Act of 1934, as amended ("Exchange Act"), 8,540,762 shares of
     Common Stock outstanding as of July 23, 1997, and to the extent set forth
    in the next sentence only, includes shares issuable upon the exercise of
      options within 60 days of such date under the Company's stock option plans
   held by the persons included in the table. For the purpose of computing
   the percentage of outstanding shares beneficially owned by a particular
person, any securities not outstanding which are subject to options,
warrants, rights or conversion privileges exercisable by that person
    within 60 days of July 23, 1997, have been deemed to be outstanding, but
have not been deemed outstanding for the purpose of computing the   
percentage of the class beneficially owned by any other person.     

  (2) Pursuant to the Company's 1995 Directors Stock Grant Plan, each of
  Messrs. Elbaum, Hamilton, Knup and Schut were granted 10,000 shares of
    Common Stock on October 2, 1995, subject to the approval of such plan by
    the Company's shareholders at the Annual Meeting. Under the terms of the
   1995 Directors Stock Grant Plan, one-third of such shares vested on the
     date of the 1995 Annual Meeting of Shareholders, one-third of such shares
    vest on the date of the Annual Meeting and one-third of such shares will
   vest on the date of the 1997 Annual Meeting of Shareholders, so long as
    such director remains a director of the Company following the respective
dates.                                                              

   (3) Pursuant to the Company's 1995 Directors Stock Option Plan, each of
  Messrs. Elbaum, Hamilton, Knup and Schut were granted stock options to
    purchase 25,000 shares of Common Stock on October 2, 1995 at an exercise
 price of $3.86 per share, subject to the approval of such plan by the
     Company's shareholders at the Annual Meeting. Under the terms of the 1995
      Directors Stock Option Plan, one-fourth of such shares were exercisable on
   the date of the 1995 Annual Meeting of Shareholders, one-fourth of such
      shares are exercisable on the date of the Annual Meeting and one-fourth of
    such shares will be exercisable on the date of each of the 1997 and 1998
Annual Meetings of Shareholders, so long as such director remains a 
director of the Company following the respective dates.             

     (4) Includes (i) 20,000 of the 25,000 "restricted" shares of Common Stock
granted to Mr. Berkowitz under the terms of his former employment   
    agreement with the Company, and (ii) stock options to purchase 87,500 of
 the 175,000 shares of Common Stock granted to Mr. Berkowitz under the
 terms of the Company's 1994 Stock Option Plan at an exercise price of
$3.86.                                                              

    (5) Includes (i) 6,000 of the 15,000 "restricted" shares of Common Stock
   granted to Mr. Menniti under the terms of his employment agreement with
    the Company, with the remaining shares to be earned in equal 3,000 share
     installments on May 1, 1998, 1999 and 2000, subject to certain conditions
     in the event of Mr. Menniti's earlier termination of employment, and (ii)
 stock options to purchase 37,500 of the 75,000 shares of Common Stock
     granted to Mr. Menniti under the terms of the Company's 1994 Stock Option
Plan at an exercise price of $3.86, with the remaining options to be
   exercisable in equal 18,750 share installments on May 1, 1998 and 1999,
subject to certain conditions in the event of Mr. Menniti's earlier 
termination of employment.                                          

(6) Includes 35,000 shares received by Mr. Berkowitz pursuant to his
    employment agreement. These shares are fully vested and have an exercise
price of $1.00 per share over a five year period.                   

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                         

   On May 24, 1995, the Company entered into an agreement with Alpine, the
Company's largest single shareholder, pursuant to which the Company may borrow  
from time to time, prior to May 24, 1997, up to                                 

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$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 the display technology of APV, Inc., a wholly-owned subsidiary  
of the Company. Borrowings under the agreement are unsecured and will bear      
interest at a market rate reflecting Alpine's cost of borrowing such funds      
(currently approximately 8 1/2%), 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. As of April 30, 1997 and April       
30,1996, $5,000,000 and $3,335,000 was outstanding respectively under such      
agreement.                                                                      

   On April 30, 1997, the Company entered into an agreement with Alpine to
borrow $811,000 to fund its corporate borrowing requirements. Borrowings under  
this agreement are at Alpine's cost of borrowing such funds.                    

      The Company has historically relied upon the support of Alpine to meet its
working capital needs and financial commitments. The Company's obligations to   
Alpine are comprised of accrued dividends and indebtedness which total          
approximately $10,500,000 as of April 30, 1997. The indebtedness to Alpine      
increased by approximately $3,000,000 during fiscal 1997. Alpine has provided a 
legally binding commitment to the Company to provide financial support to meet  
the Company's financial commitments and not demand payment of the indebtedness  
and accrued dividends due to Alpine, through the period ending May 1, 1998. The 
decision to continue to provide such financial support is made annually by      
Alpine and future decisions will be based upon the conditions existing at that  
time.                                                                           

     The Board of Directors of the Company and Alpine contain some of the same
members. See "Item 10. Directors and Executive Officers of the Registrant."     

Adience, Inc., a wholly-owned subsidiary of Alpine, performs certain
management and administrative services for the Company. These services include  
the use of Adience's management information system. The fee paid by the Company 
for these services, as previously agreed to by the respective Boards of Adience 
and the Company, is at the current rate of $300,000 per year.                   

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 PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K       

(a)(1) Financial Statements.                                        

      The following financial statements of PolyVision Corporation are submitted
in a separate section beginning on page F-1 pursuant to the requirements of Form
10-K, part II, Item 8 and Part IV, Items 14(a) and 14(d):                       

                                                                            Page
                                                                            ----

Report of Independent Accountants .......................................... F-1

Consolidated Balance Sheets as of April 30, 1997 and 1996 .................. F-2

Consolidated Statements of Operations for the Years ended                       
April 30, 1997, 1996 and 1995 .............................................. F-3

Consolidated Statements of Stockholders' Equity (Deficit) for                   
the Years ended April 30, 1997, 1996 and 1995 .............................. F-4

Consolidated Statements of Cash Flows for the Years ended                       
April 30, 1997, 1996 and 1995 .............................................. F-5

Notes to Consolidated Financial Statements ................................. F-7

(a)(2) Financial Statement Schedules.                               

   The following schedules of PolyVision Corporation are submitted for the
years ended April 30, 1997, 1996 and 1995:                                      

                                                                            Page
                                                                            ----

Schedule I - Condensed Financial Information of Registrant ................. S-1

Schedule II - Valuation and Qualifying Accounts ............................ S-6

      All other schedules are omitted because they are not applicable or are not
required, or because required information is included in the financial          
statements or the notes thereto.                                                

(a)(3) Exhibits.                                                    

Exhibit No.    Document                                                         
-----------    --------                                                         

 2.1   Agreement and Plan of Merger, dated as of December 21, 1994, as
           amended, among IDT, The Alpine Group, Inc., Alpine PolyVision, Inc.
and Posterloid Corporation.(1)                          

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Exhibit No.    Document                                                         
-----------    --------                                                         

3.1   Restated Certificate of Incorporation of the Company.(1)      

3.2   By-laws of the Company. (2)                                   

4.4   Specimen form of Common Stock Certificate of the Company.(3)  

      10.1  Asset Acquisition Agreement, dated as of April 24, 1990, relating to
            the purchase of the Information Display Division of Adience, Inc. by
IDT.(4)                                                 

     10.2  Management and Administrative Services Agreement, dated as of April
24, 1990, between IDT and Adience, Inc.(5)              

    10.4  Tax Sharing Agreement, dated as of April 24, 1990, between IDT and
Adience, Inc.(5)                                        

10.7  1990 Stock Incentive Plan of IDT.(2)                          

10.15 1994 Stock Option Plan of the Company.(1)                     

      10.16 Credit Commitment Letter Agreements, dated May 24, 1995, between the
Company and The Alpine Group, Inc.(3)                   

10.17 Registration Rights Agreement, dated May 24, 1995, between the
Company and The Alpine Group, Inc.(3)                   

     10.18 Form of Indemnification Agreement for Directors of the Company. (3)

10.19 1996 Union Stock Grant Plan of the Company.(6)                

10.20 1995 Directors Stock Grant Plan of the Company.(7)            

10.21 1995 Directors Stock Option Plan of the Company.(7)           

     10.23 Amended and Restated Employment Agreement, dated as of May 1, 1995,
between the Company and Joseph A. Menniti.(7)           

    10.25 Articles of Agreement, dated February 28, 1996, between Greensteel
        and The Carpenters' District Council of Western Pennsylvania.(7)

    10.26 Master Credit Agreement, dated as of April 25, 1996, among Bank of
       Boston Connecticut (the "Bank"), Greensteel and the Company.(7)

      10.27 Security Agreement, dated as of April 25, 1996, between the Bank and
Greensteel.(7)                                          

    10.28 Pledge Agreement, dated as of April 25, 1996, between the Bank and
Greensteel.(7)                                          

      10.29 Unlimited Continuing Guaranty Agreement, dated as of April 25, 1996,
between the Bank and the Company.(7)                    

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      10.30 Stock Pledge Agreement, dated as of April 25, 1996, between the Bank
and the Company.(7)                                     

  10.31 Agreement of Transfer, dated as of January 31, 1996, between the
Company and Greensteel.(7)                              

     10.32 Employment Agreement dated as of March 15, 1997 between the Company
and David H. Holt.                                      

22.1  Subsidiaries of the Company.                                  

----------                                                                      
(1)   Incorporated herein by reference from Proxy Statement for the Annual      
Meeting of Shareholders, dated May 1, 1995.                         

(2)   Incorporated herein by reference from Current Report on Form 8-K, dated   
April 24, 1990.                                                     

(3)   Incorporated herein by reference to Registration Statement on Form S-2    
(No. 33-93010), effective June 9, 1995.                             

(4)   Incorporated herein by reference from Annual Report on Form 10-K for the  
fiscal year ended December 31, 1990.                                

(5)   Incorporated herein by reference from Post-Effective Amendment No. 1 to   
Registration Statement No. 33-22701 NY.                             

(6)   Incorporated herein by reference to Registration Statement on Form S-8    
(No. 333-3897), effective May 16, 1996.                             

(7)   Incorporated herein by reference from Annual Report on Form 10-K for the  
fiscal year ended April 30, 1996.                                   

(b) Reports on Form 8-K.                                

None.                                                   

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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.                       

                            POLYVISION CORPORATION

Date:  July 28, 1997                       By: /s/ Lawrence W. Hay              
                                --------------------
                                     Lawrence W. Hay
                                               Vice President of Finance

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the          
registrant and in the capacities and on the dates indicated:                    

/s/ Steven S. Elbaum             Chairman of the Board         July 28, 1997    
-----------------------------    and Director                                   
Steven S. Elbaum                                                                

/s/ David H. Holt                Chief Executive Officer       July 28, 1997    
-----------------------------                                                   
David H. Holt                                                                   

/s/ Ivan Berkowitz               Director                      July 28, 1997    
-----------------------------                                                   
Ivan Berkowitz                                                                  

/s/ Lawrence W. Hay              Vice President of Finance     July 28, 1997    
-----------------------------                                                   
Lawrence W. Hay                                                                 

Director      
-----------------------------                                                   
Lyman C. Hamilton, Jr.                                                          

/s/ Stephen C. Knup              Director                      July 28, 1997    
-----------------------------                                                   
Stephen C. Knup                                                                 

/s/ Bragi F. Schut               Director                      July 28, 1997    
-----------------------------                                                   
Bragi F. Schut                                                                  

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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To PolyVision Corporation:                                                      

We have audited the accompanying consolidated balance sheets of PolyVision      
Corporation, a New York corporation, and subsidiaries as of April 30, 1997 and  
1996, and the related consolidated statements of operations, stockholders'      
equity (deficit) and cash flows for each of the three years in the period ended 
April 30, 1997. 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 financial position of PolyVision Corporation and     
subsidiaries as of April 30, 1997 and 1996, and the results of their operations 
and their cash flows for each of the three years in the period ended April 30,  
1997, in conformity with generally accepted accounting principles.              

As discussed in Note 1, previously issued consolidated financial statements of  
Alpine PolyVision, Inc. and subsidiary as of April 30, 1994 and for the year    
then ended have been retroactively restated to reflect "push down" accounting   
for the acquisition of a minority interest.                                     

Our audits were made for the purpose of forming an opinion on the basic         
consolidated financial statements taken as a whole. The schedules listed in the 
index to the consolidated financial statements are presented for purposes of    
complying with the Securities and Exchange Commission's rules and are not a     
required part of the basic consolidated financial statements. These schedules   
have been subjected to the auditing procedures applied in our audits of the     
basic consolidated financial statements and, in our opinion, fairly state in all
material respects the financial data required to be set forth therein in        
relation to the basic consolidated financial statements taken as a whole.       

                                         ARTHUR ANDERSEN LLP

Pittsburgh, Pennsylvania                                                        
June 30, 1997                                                                   

F-1 

10-K 33rd Page of 61 TOC 1st Previous Next ↓Bottom Just 33rd
 POLYVISION CORPORATION AND SUBSIDIARIES
 CONSOLIDATED BALANCE SHEETS
 April 30, 1997 and 1996
(amounts in thousands, except share amounts)

ASSETS                                                       1997        1996   
                                                         --------   --------

Current Assets:                                                                 
Cash                                                     $    415   $    670
Accounts receivable, net of allowance for                                   
 doubtful accounts of $1,013 and $575                       7,020      8,027
Inventories                                                 3,336      3,735
Costs and estimated earnings in excess of billings                          
 on uncompleted contracts                                     690        823
Prepaid expenses and other current assets                     146        345
                                                         --------   --------
 Total current assets                                      11,607     13,600
Property and equipment, net                                   1,442      1,402  
Goodwill, net                                                 3,836      3,981  
Other assets                                                     16         --  
                                                         --------   --------
      TOTAL ASSETS                                       $ 16,901   $ 18,983
                                                         ========   ========

LIABILITIES AND STOCKHOLDERS' EQUITY                                            

Current Liabilities:                                                            
Short-term borrowings                                    $  2,298   $  1,252
Current maturities of long-term debt                          980        220
Accounts payable                                            2,361      2,877
Accrued expenses                                            2,494      2,667
Accrued dividends                                           4,099      2,040
Billings in excess of costs and estimated earnings                          
 on uncompleted contracts                                     259        503
                                                         --------   --------
Total current liabilities                                  12,491      9,559
Long-term debt, less current maturities                          --        980  
Indebtedness to The Alpine Group, Inc.                        6,382      3,335  
Royalties payable                                               750        750  
Excess of net assets over purchase price of acquisition         268        275  

Commitments and contingencies                                                   

Stockholders' Equity:                                                           
Series A Preferred Stock, $.01 par value, at $25 per                          
share liquidation value; authorized 1,500,000 shares,                     
 issued and outstanding1,029,253 and 1,029,253 shares      25,731     25,731
Common stock, $.001 par value; authorized 25,000,000                          
shares, issued and outstanding 8,540,762 and                              
   8,530,073 shares                                             9          9
 Capital in excess of par value                            38,618     38,524
  Accumulated deficit                                      (67,348)   (60,180)
                                                         --------   --------
      Total stockholders' equity (deficit)                 (2,990)     4,084
                                                         --------   --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                 $ 16,901   $ 18,983  
                                                         ========   ========

The accompanying notes are an integral part of these
consolidated financial statements.

F-2 

10-K 34th Page of 61 TOC 1st Previous Next ↓Bottom Just 34th
 POLYVISION CORPORATION AND SUBSIDIARIES
 CONSOLIDATED STATEMENTS OF OPERATIONS
For the years ended April 30, 1997, 1996, and 1995
(amounts in thousands, except per share amounts)

                                            1997         1996         1995
                                            ----         ----         ----
Net sales                                    $ 32,233     $ 35,627     $ 13,572 
Cost of goods sold                             24,755       27,863       10,635 
                                            --------     --------     --------
       Gross profit                            7,478        7,764        2,937

Selling, general and administrative             9,814        9,978        5,212 
Research and development                        1,158        2,886        3,224 
Amortization of goodwill                          145          145          145 
Restructuring expenses                            650           --           -- 
                                            --------     --------     --------
        Operating loss                         (4,289)      (5,245)      (5,644)

Interest income                                    --           71          120 
Interest expense                                 (910)        (587)        (184)
Other income (expense), net                        90           (8)         (20)
                                            --------     --------     --------
        Loss before income taxes               (5,109)      (5,769)      (5,728)
Income tax expense                                 --           --           -- 
                                            --------     --------     --------
        Net loss                               (5,109)      (5,769)      (5,728)

Preferred stock dividends                       2,059        2,040          448 
                                            --------     --------     --------

Loss applicable to common stock              $ (7,168)    $ (7,809)    $ (6,176)
                                            ========     ========     ========

Loss per share of common stock               $  (0.84)    $  (0.94)    $  (.067)
                                            ========     ========     ========

The accompanying notes are an integral part of these
consolidated financial statements.

F-3 

10-K 35th Page of 61 TOC 1st Previous Next ↓Bottom Just 35th
 POLYVISION CORPORATION AND SUBSIDIARIES
 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
For the years ended April 30, 1997, 1996, and 1995
(Amounts in thousands, except share amounts)

                                                        [Enlarge/Download Table]

                                                         8% Cumulative          Series A                                            
                                     Common Stock       Preferred Stock      Preferred Stock    Capital In                          
                                     ------------       ---------------      ---------------  Excess of Par  Accumulated            
                                    Shares     Amount   Shares   Amount     Shares    Amount          Value      Deficit    Total   
                                    ------     ------   ------   ------     ------    ------          -----      -------    -----   

                                                                                                                                    
Balance at April 30, 1994         10,241,922   $   10    6,100   $6,933                           $  40,724    $ (46,195)  $  1,472 
Dividends on Preferred Stock                                        448                                             (448)           
Recaptialization                  (3,005,124)      (3)                    1,020,076  $25,502        (25,499)                        
Contribution of Capital by                                                                            5,346                   5,346 
  The Alpine Group, Inc.                                                                                                            
Acquisition of Greensteel          1,064,275        1   (6,100)  (7,381)                             17,380                  10,000 
  Net (Loss) for the year ended                                                                                                     
  April 30, 1995                                                                                                  (5,728)    (5,728)

                                 -----------   ------   ------   ------   ---------  -------      ---------    ---------   -------- 
Balance at April 30, 1995          8,301,073        8        0        0   1,020,076   25,502         37,951      (52,371)    11,090 
Dividends on Preferred Stock                                                                                      (2,040)    (2,040)
Shares Issued in Connection                                                                                                         
  with Union Agreement               229,000        1                                                   486                     487 
Issuance of Preferred Stock in                                                                                                      
  Lieu of Deferred Interest                                                   9,177      229                                    229 
Compensation Expense Related                                                                                                        
  to Stock Grants                                                                                        87                      87 
Net (Loss) for the year ended                                                                                                       
  April 30, 1996                                                                                                  (5,769)    (5,769)

                                 -----------   ------   ------   ------   ---------  -------      ---------    ---------   -------- 
Balance at April 30, 1996          8,530,073        9        0        0   1,029,253   25,731         38,524      (60,180)     4,084 
Dividends on Preferred Stock                                                                                      (2,059)    (2,059)
Compensation Expense Related to                                                                                                     
  Stock Grants                                                                                           94                      94 
Net (Loss) for the year ended                                                                                                       
  April 30, 1997                                                                                                  (5,109)    (5,109)

                                 -----------   ------   ------   ------   ---------  -------      ---------    ---------   -------- 
Balance  at April 30, 1997         8,530,073   $    9        0   $    0   1,029,253  $25,731      $  38,618    $ (67,348)  $ (2,990)
                                 ===========   ======   ======   ======   =========  =======      =========    =========   =========

The accompanying notes are an integral part of these
consolidated financial statements.

F-4 

10-K 36th Page of 61 TOC 1st Previous Next ↓Bottom Just 36th
 POLYVISION CORPORATION AND SUBSIDIARIES
 CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended April 30, 1997, 1996, and 1995
(amounts in thousands)

                                                    1997      1996      1995
                                                    ----      ----      ----

Cash flows from operating activities:                                           
  (Loss) from operations                            $(5,109)  $(5,769)  $(5,728)
Adjustments to reconcile (loss) from operations                             
to net cash (used for) operations:                                      
 Depreciation and amortization                         498     1,156       647
 Compensation expense for stock grants                  94       574        --
 Deferred interest                                     571       229        --
Change in assets and liabilities:                                               
 Accounts receivable                                 1,007       331     1,506
  Inventories                                           399     1,294      (897)
  Other current assets                                  332        31      (260)
 Other assets                                          (16)       --        --
  Accounts payable and accrued expenses                (689)   (1,468)      (98)
  Other                                                (244)      (19)     (149)
                                                   -------   -------   -------

Cash (used for) operating activities                 (3,157)   (3,641)   (4,979)
                                                   -------   -------   -------

Cash flows from investing activities:                                           
  Capital expenditures                                 (435)     (774)     (432)
 Net cash received in aquisition                        --        --       315
 Proceeds from sale equipment                           35        --        --
                                                   -------   -------   -------

Cash (used for) investing activities                   (400)     (774)     (117)
                                                   -------   -------   -------

Cash flows from financing activities:                                           
 Net short-term borrowings (repayments)              1,046      (127)      579
 Long-term borrowings                                   --     1,200        --
  Repayments of long-term borrowings                   (220)   (1,115)      (70)
 Advances from The Alpine Group, Inc.                2,476        --     4,590
 Promissory note borrowings                             --     3,335        --
 Net repayments of receivable from affiliates           --     1,532       234
 Net proceeds from the sale of stock                    --        --        --
                                                   -------   -------   -------

Cash provided by financing activities                 3,302     4,825     5,333 
                                                   -------   -------   -------

Net increase (decrease) in cash                        (255)      410       237 
Cash at beginning of period                             670       260        23 
                                                   -------   -------   -------
Cash at end of period                               $   415   $   670   $   260 
                                                   =======   =======   =======

The accompanying notes are an integral part of these
consolidated financial statements.

F-5 

10-K 37th Page of 61 TOC 1st Previous Next ↓Bottom Just 37th
 POLYVISION CORPORATION AND SUBSIDIARIES
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 For the years ended April 30, 1997, 1996 and 1995
 (Continued)

                                             1997       1996        1995
                                             ----       ----        ----
                                            (in thousands)
Supplemental disclosures:                                                       
Interest paid                                $   245     $   358     $   196
                                             =======     =======     =======
Non-cash investing and financing activities:                                    
Conversion of The Alpine Group, Inc.                                            
indebtedness:                                                               
Preferred stock                                          $   229     $ 5,346
                                                         =======     =======
Common stock issued in connection with                                          
Union Agreement                                          $   487            
                                             =======
Acquisition (net of cash acquired):                                             
Assets acquired                                                      $17,686
Liabilities assumed                                                    8,001
                                                                     -------
Common stock issued                                                  $ 9,685
                                                                     =======

The accompanying notes are an integral part of these
consolidated financial statements.

F-6 

10-K 38th Page of 61 TOC 1st Previous Next ↓Bottom Just 38th
 POLYVISION CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
April 30, 1997, 1996, and 1995

1.    Basis of Presentation and Nature of Business                              

    PolyVision Corporation (formerly Information Display Technology, Inc. or
      "IDT") (the "Company"), through its wholly-owned subsidiaries, Greensteel,
Inc. ("Greensteel"), 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
     PolyVision(TM), with applications in a number of product display 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. The operations of
APV were discontinued effective April 30, 1997.                     

On December 21, 1994, The Alpine Group, Inc. ("Alpine"), acquired an
additional 82% 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%.
  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 was
   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. Accordingly, the accompanying
 financial statements for the year ended April 30, 1995 consist of the
     historical financial statements of IDG adjusted to include the results of
operations of IDT from the December 21, 1994 acquisition date. 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 an approximate
17% ownership of the Company's common stock.                        

In connection with the Merger, APV's previously issued financial    
      statements have been retroactively restated to adopt accounting principles
required to be used in filings with the Securities and Exchange     
Commission. Accordingly, in the accompanying consolidated financial 
   statements, Alpine's fiscal 1994 purchase of a minority interest in APV
   has been reflected on a "push down" basis (see Note 14) pursuant to the
provisions of Staff Accounting Bulletins Nos. 54 and 73. In APV's   
previously issued financial statements, parent                      

F-7 

10-K 39th Page of 61 TOC 1st Previous Next ↓Bottom Just 39th
 POLYVISION CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
April 30, 1997, 1996, and 1995
(CONTINUED) 

company transactions were not pushed down to APV. The effect of this
   change in accounting principle was to increase APV's capital surplus by
    $20,645,000 and to record a purchased research and development charge of
     $20,645,000, thereby increasing APV's previously reported fiscal 1994 net
loss by the same amount.                                            

  In April, 1997 the Company made the decision to market its proprietory
technology known as PolyVision. Therefore APV will discontinue its  
research and development efforts and market this technology through 
licensing agreements. This decision will allow the company to better
      utilize its financial resources and resulted in a fourth quarter charge of
approximately $650,000.                                             

 As further described in Note 7, the Company is dependent on continued
financial support from Alpine.                                      

2.    Summary of Significant Accounting Policies                                

Cash flow reporting                                                 

The Company considers all highly liquid investments with an original
maturity of 3 months or less to be cash equivalents.                

Inventories                                                         

Inventories are stated at the lower of cost or market, with cost    
determined on the first-in, first-out basis.                        

Revenue recognition                                                 

      Greensteel's revenues are from sales of specific products and construction
    of custom installations under contracts. Revenues from sales of specific
products are recorded when title transfers, which is typically when 
shipment occurs. Revenues from contracts are recorded on the        
   percentage-of-completion method of accounting, measured on the basis of
costs incurred to estimated total costs, which approximates contract
performance to date. Approximately 57 and 70 percent of Greensteel's
 revenues, and approximately 65 and 75 percent of the related costs of
     revenues were from contracts for the years ended April 30, 1997 and April
     30, 1996 respectively. Provisions for losses on uncompleted contracts are
      made if it is determined that a contract will ultimately result in a loss.

Posterloid recognizes revenues from sales of products when title    
transfers, which is typically when shipment occurs.                 

Warranty claims                                                     

     Warranty claims are accounted for on an accrual basis based on historical
experience. There have been no significant warranty claims to date. 

Loss per common share                                               

Loss per common share is computed by dividing net loss applicable to
      common shares by the weighted average number of common shares outstanding.
      Common equivalent shares are excluded from the computation as their effect
   is anti-dilutive. For the years ended April 30, 1997, 1996 and 1995 the
  weighted average number of shares used in computing loss per share was
8,534,612, 8,339,200 and 9,240,214, respectively.                   

F-8 

10-K 40th Page of 61 TOC 1st Previous Next ↓Bottom Just 40th
 POLYVISION CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
April 30, 1997, 1996, and 1995
(CONTINUED) 

Property and equipment                                              

 Plant and equipment are stated at cost less accumulated depreciation.

      Depreciation and amortization are provided over the estimated useful lives
    of the assets using the straight-line method. The estimated lives are as
follows:                                                            

Furniture and fixture      5-10 years                               
Machinery and equipment    2-10 years                               
Leasehold improvements     The lesser of the lease term or estimated
useful life   

 Maintenance and repairs are charged to expense as incurred. Long-term
  improvements are capitalized as additions to plant and equipment. Upon
 retirement, or other disposal, the asset cost and related accumulated
   depreciation are removed from the accounts and the net amount, less any
proceeds, is charged or credited to income.                         

Goodwill                                                            

   Goodwill in the accompanying consolidated balance sheets represents the
    excess of cost over the fair value of net assets acquired related to the
previous acquisition of Posterloid and is being amortized on a      
 straight-line basis over forty years. The Company reviews goodwill to
      assess recoverability whenever events or changes in circumstances indicate
      that its carrying value may not be recoverable. In performing such reviews
the Company estimates the future cash flows expected to result from 
   Posterloid's product line. If the sum of the expected future cash flows
(undiscounted and without interest charges) were to be less than the
   carrying amount, an impairment loss would be recognized. As a result of
such reviews no impairment loss has been recognized. Accumulated    
    amortization of goodwill was $1,396,000 and $1,251,000 at April 30, 1997
and 1996, respectively.                                             

Excess of net assets over purchase price of acquisition             

 Negative goodwill in the accompanying 1997 consolidated balance sheet
   represents the excess of the fair value of net assets acquired over the
  cost of IDT and is being amortized on a straight-line basis over forty
years (see Note 3).                                                 

Research and development                                            

Research and development costs are expensed as incurred.            

Workers' compensation                                               

   Greensteel was partially self-insured for workers' compensation claims.
    The Company has accrued for its workers' compensation claims based on an
assessment of claims outstanding, as well as an estimate, based on  
   experience, of incurred workers' compensation claims which have not yet
been reported.                                                      

F-9 

10-K 41st Page of 61 TOC 1st Previous Next ↓Bottom Just 41st
 POLYVISION CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
April 30, 1997, 1996, and 1995
(CONTINUED) 

Stockholders' equity                                                

   Effective April 30, 1995, the Company effected a 1-for-15 reverse stock
split. The accompanying consolidated financial statements and notes 
  thereto have been retroactively restated to reflect this reverse stock
split.                                                              

Fair value of financial instruments                                 

      The following methods and assumptions were used to estimate the fair value
 of each class of financial instruments for which it is practicable to
estimate that value:                                                

      Cash, accounts receivable and payable, accrued obligations and
        royalties payable - Management believes that the carrying amount
      approximates fair value because of the short maturity of those
instruments.                                            

        Line of credit and long-term debt - Management believes that the
            carrying amounts are a reasonable estimate of fair value as the debt
          is frequently repriced based on the prime rate, and there has been
    no significant change in credit risk since the financing was
obtained.                                               

            Indebtedness to Alpine - The indebtedness is held by a related party
            and is not traded. Management believes that the carrying amount is a
          reasonable estimate of fair value as there has been no significant
change in credit risk since the financing was obtained. 

Recent Accounting Pronouncements                                    

   In March 1995, The Financial Accounting Standards Board ("FASB") issued
    Statement of Financial Accounting Standard ("SFAS") No. 121, "Accounting
   for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be
     Disposed Of." SFAS No. 121 requires that the carrying value of long-lived
      operating assets, when determined to be impaired, be adjusted so as not to
      exceed the estimated undiscounted cash flows provided by such assets. SFAS
      No. 121 also addresses the accounting for long-lived assets that are to be
     disposed of in future periods. The Company adopted the provisions of SFAS
    No. 121 in fiscal year 1997. The adoption of SFAS No. 121 did not have a
material effect on the Company's financial position or results of   
operations for the year ended April 30, 1997.                       

      In October 1995, the FASB issued SFAS No. 123, "Accounting for Stock-Based
Compensation." SFAS No. 123 recommends, but does not require, that  
    companies change their method of accounting for stock-based compensation
      plans to one that attributes compensation costs equal to the fair value of
    a stock-based compensation arrangement over the periods in which service
    is rendered. Companies not electing to change their method of accounting
    are required, among other things, to provide additional disclosure which
    in effect restates a company's results for comparative periods as if the
 new method of accounting had been adopted. The Company elected not to
     adopt the recognition provisions of SFAS No. 123 but instead has complied
    with the related disclosure requirements. Based on the exercise price of
  the Company's options, the market value of the Company's stock and the
      historical operations of the Company, there would not be any effect to net
    loss and net loss per common share with the adoption of the SFAS No. 123
disclosure requirements.                                            

     In June 1996, the FASB issued SFAS No. 125, "Accounting for Transfers and
   Servicing of Financial Assets and Extinguishments of Liabilities." SFAS
125 provides accounting and reporting standards for transfers       

F-10

10-K 42nd Page of 61 TOC 1st Previous Next ↓Bottom Just 42nd
 POLYVISION CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
April 30, 1997, 1996, and 1995
(CONTINUED) 

     and servicing of financial assets and extinguishments of liabilities. The
     Company has adopted the provisions of this statement effective January 1,
 1997 with no impact on the Company's operating or financial position.

      In February 1997, the FASB issued SFAS No. 128, "Earnings per Share." SFAS
     128 establishes standards for computing and presenting earnings per share
   and applies to entities with publicly held common stock. The Company is
    required to adopt the new standard for fiscal year ending April 30,1998.
    Based upon the Company's initial evaluation, adoption is not expected to
   have a significant impact on the Company's reported earnings per share.

      In February 1997, the FASB issued SFAS No. 129, "Disclosure of Information
 about Capital Structure." The disclosure requirements will have to be
adopted by the Company for fiscal year ending April 30,1998.        

In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive
     Income." The statement establishes standards for reporting and display of
  comprehensive income and its components (revenues, expenses, gains and
      losses) in a full set of general purpose financial statements. The Company
   is required to adopt the new standards for fiscal year ending April 30,
1999.                                                               

      In June 1997, the FASB issued SFAS No. 131, "Disclosures about Segments of
 an Enterprise." This statement establishes standards for the way that
      public business enterprises report information about operating segments in
  annual financial statements and requires that those enterprises report
selected information in interim financial statements. The disclosure
requirements would have to be adopted by the Company for fiscal year
ending April 30, 1999.                                              

Use of estimates                                                    

The preparation of financial statements in conformity with generally
    accepted accounting principles requires management to make estimates and
      assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the  
  financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those 
estimates.                                                          

Reclassifications                                                   

Certain reclassifications have been made to the 1996 consolidated   
     financial statements in order to present them in a manner consistent with
1997.                                                               

3.    Acquisitions                                                              

 On December 21, 1994, Alpine acquired an additional 82 percent of the
      outstanding common stock of Adience, resulting in an indirect ownership of
   IDT of approximately 70 percent. The completion of the Merger Agreement
resulted in Alpine's direct and indirect ownership of 92.4% of the  
Company.                                                            

    The acquisition of IDT was accounted for as a purchase and, accordingly,
   the results of operations of IDT have been included in the consolidated
     statements of operations from the December 21, 1994 acquisition date. The
     preliminary allocation of IDT's fair market value of $10,000,000 to IDT's
     assets resulted in the recording of $1,035,000 of negative goodwill after
   the elimination of IDT's non-current assets. In accordance with APB No.
      16, the Company has adjusted the carrying values of certain liabilities on
IDT's opening balance sheet resulting in a $750,000 reduction of the
preliminary allocation of negative goodwill.                        

F-11

10-K 43rd Page of 61 TOC 1st Previous Next ↓Bottom Just 43rd
 POLYVISION CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
April 30, 1997, 1996, and 1995
(CONTINUED) 

      The unaudited pro forma results of operations which give effect to the IDT
   acquisition and Merger as if they occurred on May 1, 1994 are presented
      below. The pro forma amounts reflect purchase accounting adjustments under
   APB Opinion No. 16 and the elimination of $587,000 of professional fees
  directly related to the Merger which were included in IDT's historical
operating results prior to the acquisition. The pro forma financial 
  information does not purport to be indicative of either the results of
      operations that would have occurred had the acquisition taken place at the
      beginning of the periods presented or of future results of the operations.

                                                           Pro forma (unaudited)
                                                           ---------------------

                                                        1995
                                                        ----

                                                          (in thousands)

Net sales                                                  $ 37,529 

Net loss                                                     (7,779)

Preferred dividends                                           2,040 

Net loss for common stock                                    (9,819)

Loss per common share                                      $  (1.06)

4.    Inventories                                                               

   The components of inventories are as follows at April 30, 1997 and 1996
(in thousands):                                                     

                                           1997               1996
                                           ----               ----
Raw materials                              $2,679             $3,206
Work in process                               527                365
Finished goods                                130                164
                                           ------             ------
                                           $3,336             $3,735
                                           ======             ======

5.    Contracts-in-Progress                                                     

     The status of contract costs on uncompleted construction contracts was as
follows at April 30, 1997 (in thousands):                           

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
April 30, 1997, 1996, and 1995
(CONTINUED) 

          Costs and estimated       Billings in excess
       earnings in excess         of costs and
                         of billings          estimated earnings     Total
                         -----------          ------------------     -----
Costs and estimated          $2,779                    $6,218          $8,997   
earnings of                                                                 
Billings                      2,089                     6,477           8,566   
                          ------                    ------          ------
                          $  690                    $ (259)         $  431
                          ======                    ======          ======

The status of contract costs on uncompleted construction contracts was as       
follows at April 30, 1996 (in thousands):                                       

          Costs and estimated       Billings in excess
       earnings in excess         of costs and
                         of billings          estimated earnings     Total
                         -----------          ------------------     -----
Costs and estimated           $5,132                  $6,551           $11,683  
earnings of                                                                 
Billings                       4,309                   7,054            11,363  
                            ------                  ------           -------
                            $  823                  $ (503)          $   320
                            ======                  ======           =======

Accounts receivable at April 30, 1997 and 1996 included amounts billed but not  
yet paid by customers under retainage provisions of approximately $1,384,000 and
$1,754,000, respectively. Such amounts are generally due within 1 year.         

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
April 30, 1997, 1996, and 1995
(CONTINUED) 

6.    Property and Equipment                                                    

Property and equipment are as follows at April 30, 1997 and 1996 (in
thousands):                                                         

                                                      1997            1996
                                                      ----            ----
    Furniture and fixtures                           $   157         $   142
    Machinery and equipment                            2,125           2,080
    Buildings & leasehold improvements                 1,507           1,320
                                                     -------         -------
                                                       3,789           3,542
Less accumulated depreciation                                       
       and amortization                               (2,347)          2,140
                                                     -------         -------
                                                     $ 1,442         $ 1,402
                                                     =======         =======

     Depreciation and amortization expense for the years ended April 30, 1997,
1996 and 1995 was $498,000, $1,016 and $502, respectively.          

7.    Debt                                                                      

     Debt consists of the following at April 30, 1997 and 1996 (in thousands):

                                                              1997        1996
                                                              ----        ----

      Revolving credit loans (a) & (b)                        $2,298      $1,252
      Term loan (b)                                              980       1,200
      Indebtedness to The Alpine Group, Inc.(c)                6,382       3,335
               Total                                           9,660       5,787
Less short-term borrowings, current maturities                      
        and Indebtedness to The Alpine Group, Inc.             9,660       4,807
                                                              ------      ------
               Long term bank debt                            $   --      $  980
                                                              ======      ======

(a)   As of April 30, 1995, the Company had a $5,000,000 credit line under a    
      short-term credit facility with Congress Financial Corporation (Congress).
    The credit facility was collateralized by accounts receivable, inventory
   and equipment. The interest rate on loans under the credit facility was
     2.5% over the prime rate (9% at April 30, 1995) and IDT paid a commitment
    fee of .5% on the unused portion of the credit facility. As of April 30,
1995, $1,379,000 had been borrowed under this credit facility. In   
   addition, at April 30, 1995, IDT had an outstanding irrevocable standby
    letter of credit totaling $700,000, which reduced the availability under
   such credit facility in a like amount. The outstanding borrowings under
   this financing agreement were repaid in full by Alpine on behalf of the
     Company on July 21, 1995 and the line of credit agreement was terminated.
     In addition, Alpine provided Congress with cash collateral of $770,000 to
     continue the $700,000 letter of credit. Payments by Alpine to Congress on
behalf of the Company aggregated approximately $1,517,000 and were  
comprised of the outstanding borrowings under the credit line of    
   $1,431,000 and $86,000 of accrued interest, fees and expenses (see Note
14).                                                                

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
April 30, 1997, 1996, and 1995
(CONTINUED) 

The Company was also a guarantor of Adience's credit facility with  
Congress and had pledged its own accounts receivable, inventory and 
    equipment to secure the guarantee. On July 21, 1995, Adience also repaid
  their outstanding borrowings and terminated their financing agreement.
   Accordingly, the Company is no longer a guarantor of the Adience credit
facility.                                                           

(b)   On April 25, 1996, Greensteel as borrower and the Company as Guarantor    
    entered into a $5,000,000 Master Credit Agreement (the "Agreement") with
the Bank of Boston Connecticut to provide financing for Greensteel's
   general working capital requirements. In connection with obtaining such
financing, Greensteel repaid $2,453,000 to Alpine on April 30, 1996 
      pursuant to a $2,500,000 temporary credit facility provided by Alpine (see
      Note 14) The Agreement further provides for a revolving credit facility of
     up to $3,800,000 based upon eligible accounts receivable and inventory as
      defined (unused and available borrowings were $1,125,000 at April 30, 1997
     and $1,611,000 at April 30, 1996) at the Bank's prime rate plus 1% (9.50%
     at April 30, 1997 and 9.25% at April 30, 1996) and a $1,200,000 term loan
 payable in equal monthly installments of $20,000 with interest at the
     Bank's prime rate plus 1-1/2 (10.0% at April 30, 1997% and 9.75% at April
      30, 1996) beginning June 1, 1996 through August 1, 1997 with the remaining
     unpaid principal amount of $900,000 due on August 31, 1997. The Agreement
      terminates August 31, 1997 and provides for renewal at the Bank's sole and
absolute discretion.                                                

      Substantially all of Greensteel's assets are pledged as collateral for the
credit facility. The Agreement requires Greensteel's compliance with
  certain financial covenants. Greensteel was not in compliance with its
    financial covenants as of April 30, 1997. The bank has provided a waiver
for these covenants.                                                

  On March 31, 1997 the Company and Greensteel signed a letter of intent
 with the Bank of Boston to extend the previous credit agreement which
 matures August 31, 1997. The agreement will provide credit facilities
   totaling $4,800,000. The agreement provides for a maturity of two years
      from the closing date and a floating interest rate equal to the prime rate
      plus one to one and a half percent based on performance ratios. Greensteel
has provided a first lien to the bank on all tangible and intangible
     property and the agreement is subject to standard covenants and financial
ratios.                                                             

(c)   On May 24, 1995, the Company entered into an agreement with Alpine,       
     pursuant to which the Company may borrow from time to time, until 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 PolyVisionTM display
      technology. Borrowings under the agreement are unsecured and bear interest
   at a market rate reflecting Alpine's cost of borrowing such funds, with
interest payable semiannually in cash (but added to the outstanding 
   principal amount for the first 18 months). For the year ended April 30,
   1996, Alpine agreed with the Company to a modification of terms whereby
     the Company issued 9,177 shares of the Company's Series A Preferred Stock
      to Alpine in lieu of the addition of approximately $229,000 of interest to
the outstanding principal amount at April 30, 1996 (see Note 14).   

   On April 30, 1997, the Company entered into an agreement with Alpine to
  borrow $811,000 to fund its corporate borrowing requirements including
research and development activities associated with APV's PolyVision
technology. Borrowings under the agreement are at Alpine's cost of  
      borrowing such funds (8 -1/2% at April 30, 1997). For the year ended April
30, 1997 the Company owed accrued interest to Alpine of $571,000.   

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
April 30, 1997, 1996, and 1995
(CONTINUED) 

      The Company's obligations to Alpine are comprised of accrued dividends and
      indebtedness which total approximately $10,500,000 as of July 31, 1997. In
      addition, the indebtedness to Alpine increased by approximately $3,000,000
     during fiscal 1997. Alpin has agreed Apline has agreed to advance further
   funds to the Company through April 30, 1998 as may be necessary for the
     Company to meet its financial commitment to third parties incurred in the
 ordinary course of business. The decision to continue to provide such
     financial support is made annually by Alpine and future decisions will be
based upon the conditions existing at that time.                    

8.    Accrued Expenses                                                          

      Accrued expenses are as follows at April 30, 1997 and 1996 (in thousands):

                                                      1997            1996
                                                      ----            ----
Accrued wages, salaries and employee                                
      benefits                                        $  761          $1,064
    Accrued workers' compensation                        507             450
    Other accrued expenses                               576           1,153
   Restructuring expenses                               650             --
                                                      ------          ------
                                                      $2,494          $2,667
                                                      ======          ======

9.    Employee Benefits                                                         

401(k) savings plan                                                 

This plan covers substantially all nonbargaining employees who meet 
minimum age and service requirements. The Company matches employee  
contributions of up to 6 percent of compensation at a rate of 50 %. 
    Amounts charged against income totaled approximately $164,000, $179,000,
and $95,000 in 1997, 1996 and 1995, respectively.                   

Union Agreement                                                     

On February 28, 1996, Greensteel entered into a new three-year labor
   agreement with the local bargaining unit of the Carpenters Union at its
   Dixonville, Pennsylvania facility (the "Union"), whose members voted on
     that date to accept the new labor agreement. The labor agreement provides
   for a "working partnership" between Greensteel management and the Union
      whereby bargaining unit members received an aggregate of 229,000 shares of
the Company's common stock and will share in 50% of the excess of   
     "targeted gross profit" generated at the Dixonville facility. In exchange
    for such equity participation and the understanding of the importance of
      reducing Greensteel's cost structure to the future growth of the business,
      Union members agreed to an approximate 14% reduction in direct wages and a
  6% reduction in benefits. The labor agreement further provided for the
      termination of the bargaining employees' defined benefit pension plan with
     any excess funding to be distributed to its participants. The issuance of
     common stock and the termination of the pension plan resulted in a fourth
      quarter charge of approximately $700,000 in the year ended April 30, 1996.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
April 30, 1997, 1996, and 1995
(CONTINUED) 

Defined benefit pension plan                                        

Greensteel maintained a defined benefit pension plan covering       
  substantially all hourly employees. The plan provided pension benefits
     based on the employee's years of service. Greensteel's funding policy was
    to make annual contributions to the extent deductible for federal income
 tax purposes. In connection with the Union agreement noted above, and
   after required notice to the participants, benefits under the plan were
     curtailed and ceased to accrue on March 31, 1996. The Company applied for
      and received approval for termination of the plan from the Pension Benefit
    Guarantee Corporation and the Internal Revenue Service. As such on March
      10, 1997 benefits were paid to each plan participant in the form of a lump
     sum distribution based on each participant's accrued benefit and the plan
was terminated.                                                     

      Greensteel's pension plan benefit obligations and assets were valued as of
 March 31, 1997 and 1996. Net pension cost for the twelve months ended
     March 31, 1997 and the eleven months ended March 31, 1996 were as follows
(in thousands):                                                     

                                                                1997      1996
                                                                ----      ----
Service cost - Benefits earned during                               
       the period                                              $   0     $  51
Interest cost on projected                                          
       benefit obligations                                        56        35
      Return on plan assets                                       (61)      (54)
      Amortization of net asset existing at date of adoption       --        (8)
     Amortization of actuarial gain                               --        --
     Loss on curtailment                                          --       186
                                                               -----     -----

       Net pension cost                                        $  (5)    $ 210
                                                               =====     =====

     The following table sets forth the funding status of the plan and amounts
    recognized in the accompanying balance sheets at April 30, 1997 and 1996
as follows (in thousands):                                          

                                                               1997       1996
                                                               ----       ----
Actual present value of benefit obligations:                        
         Vested benefits                                       $   0      $(810)
        Nonvested benefit                                         0         --
                                                              -----      -----
      Accumulated benefit obligations                          $   0      $(810)
                                                              =====      =====

      Projected benefit obligations                            $   0      $(810)
Assets available for benefits -                                     
        Funded assets at fair value                               0        872

        Funded status                                             0         62
     Unrecognized transition amount                              --         --
     Unrecognized net gain                                       --         --
      Excess funding to be distributed                            --        (62)
                                                              -----      -----
     Prepaid pension costs                                    $   0      $   0
                                                              =====      =====

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
April 30, 1997, 1996, and 1995
(CONTINUED) 

      Certain union employees of Greensteel are covered by multiemployer defined
  benefit retirement plans. Expenses relating to these plans amounted to
   approximately $68,000, $97,000 and $47,000 for the year and four months
ended 1997, 1996 and 1995, respectively.                            

10.   Stock Option and Stock Grant Plans                                        

On May 24, 1995, the Company adopted a stock option plan under which
      6,000,000 shares are reserved for grants to key personnel. During the year
    ended April 30, 1996, options to purchase an aggregate of 250,000 shares
 were granted to key employees at an exercise price of $3.86 per share
which was above market value at the date of grant.                  

    During the year ended April 30, 1996, the Board of Directors adopted the
     1995 Directors Stock Option Plan and the 1995 Directors Stock Grant Plan.
The Company reserved for issuance 300,000 and 200,000 shares of the 
Company's common stock for the stock option and stock grant plans,  
 respectively. Options to purchase an aggregate of 150,000 shares were
     granted during fiscal 1996 by the Board of Directors at an exercise price
    of $3.86 per share which was above market value at the date of grant. In
     addition, the Board of Directors approved stock grants of an aggregate of
      100,000 shares for directors and key employees. The options and grants are
      generally subject to 3 to 5 year vesting requirements with all unexercised
  options expiring 10 years after the date of grant. The fiscal 1997 and
 1996 charges relating to the current year vesting of these grants was
$93,000 and $87,000 respectively.                                   

    During the year ended April 30, 1997, options to purchase 215,000 shares
of the Company's common stock were granted pursuant to employment   
      agreements with the Company. 150,000 of these shares vest over a period of
 three years with an exercise price of $.50 per share, which was above
   market value at the date of the grant. Also fully vested, non-qualified
stock options were issued to purchase 65,000 shares of the Company's
     common stock over a five year period at an exercise price of $1.00, which
    was above market value at the date of the grant. No options expired were
exercised or canceled during fiscal 1997                            

11.   Royalties Payable                                                         

      Connecticut Innovations, Inc. ("CII") has advanced amounts to APV pursuant
to a Development Agreement to finance a portion of APV's product    
      development costs. The Development Agreement provides for a minimum annual
 royalty of $75,000 per annum or 5% of sponsored product sales up to a
cumulative royalty of $3,250,000. Thereafter a royalty of 1/2% on   
  sponsored product sales is payable. The Development Agreement contains
   covenants relating to technology licensing of the sponsored product. In
 addition, the Development Agreement provides for an assignment of and
      collateral interest in the technology, including all patents and know-how.
  Included in the accompanying consolidated balance sheets is a $750,000
 liability representing the aggregate amount advanced by CII under the
terms of the agreement.                                             

With the discontinuance of the operations of APV, Inc. as of April  
30,1997, the Company is currently in negotiations with Connecticut  
   Innovations to terminate the royalty arrangement as no product was ever
developed. Connecticut Innovations has asserted that the royalty of 
$3,250,000 is due less any royalty                                  

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
April 30, 1997, 1996, and 1995
(CONTINUED) 

 payments already made (which approximates $300,000. In the opinion of
     management of the Company, the two parties will negotiate a settlement to
      the royalty arrangement and the settlement amount will not have a material
adverse financial impact on the Company.                            

12.   Series A Preferred Stock                                                  

 On January 6, 1995, Alpine and the APV minority shareholder exchanged
     3,005,124 shares of APV common stock for 1,020,076 shares of APV Series A
      Preferred Stock. In connection with the Merger, the APV Series A Preferred
    Stock was exchanged for an equal number of PolyVision Series A Preferred
Stock (Series A Preferred).                                         

 The Company is authorized to issue up to 1,500,000 shares of Series A
  Preferred. The Series A Preferred earns quarterly cash dividends at an
    annual rate of $2.00 per share and has priority as to dividends over the
    common stock. In the case of the voluntary or involuntary liquidation or
     dissolution of the Company, the holders of the Series A Preferred will be
    entitled to receive a liquidation price of $25.00 per share ($25,731,000
      aggregate liquidation value at April 30, 1997 and April 30, 1996) plus any
    accrued and unpaid dividends. The holders of the Series A Preferred have
no voting rights except as required by New York law as noted below. 

     Effective April 30, 1996, the Company agreed to issue an additional 9,177
   shares of Series A Preferred Stock to The Alpine Group, Inc. in lieu of
payment of deferred interest in the amount of $229,425 (see Note 7).

The Company may at any time, at its option and subject to certain   
     restrictions and conditions, redeem all or part of the outstanding shares
    of the Series A Preferred at a redemption price of $25.00 per share plus
      accrued and unpaid dividends. In addition, so long as any shares of Series
  A Preferred are outstanding and for a period of ten years from date of
      issuance, not less than 30% of the net proceeds received by the Company in
      a public offering (as defined) must be used to redeem an equivalent amount
of Series A Preferred Stock at $25.00 per share.                    

    So long as any shares of Series A Preferred are outstanding, the Company
will not, without the affirmative vote of at least a majority of the
      outstanding shares of Series A Preferred voting, (i) amend the Certificate
of Incorporation or By-laws if such change will adversely affect the
    rights of the Series A Preferred, (ii) merge or consolidate with or into
another corporation, (iii) permit a sale of substantially all of the
    assets of the Company, (iv) permit any liquidation or dissolution of the
Company or (v) declare or make any dividends or distributions on, or
    redemptions or purchases of, any stock other than the Series A Preferred
Stock.                                                              

13.   Income Taxes                                                              

    The Company recognizes income taxes in accordance with the provisions of
Statement of Financial Accounting Standards No. 109, "Accounting for
Income Taxes" (SFAS 109). SFAS 109 utilizes the liability method and
      deferred taxes are determined based on the estimated future tax effects of
   differences between the financial statement and tax basis of assets and
     liabilities given the provisions of enacted tax laws. The Company and its
subsidiaries will file a consolidated Federal income tax return.    

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
April 30, 1997, 1996, and 1995
(CONTINUED) 

    APV and Posterloid were included in Alpine's consolidated Federal return
   through the effective date of the Merger. State tax returns for APV and
Posterloid are filed as separate companies.                         

      Until November 10, 1993, APV filed Federal and state income tax returns as
   a separate company. On November 10, 1993, Alpine acquired an additional
      27% of APV's outstanding common stock from minority shareholders resulting
     in Alpine increasing its equity interest from 71% to 98%. At November 10,
1993, APV had unused Federal net operating loss carryforwards of    
approximately $8,500,000, that may be used to offset future taxable 
    income. Such carryforwards expire in various amounts from fiscal 2003 to
 2009. The use of these carryforwards may be restricted as a result of
      ownership changes under Section 382 of the Internal Revenue Code and other
limitations.                                                        

   At April 30, 1997, APV and Posterloid had additional unused Federal net
     operating loss carryforwards of approximately $11,429,000 and $2,942,000,
 respectively, that may be used to offset future taxable income. These
      carryforwards expire in various amounts from fiscal 2009 through 2012. The
      use of these carryforwards may also be restricted as a result of ownership
changes under Section 382 of the Internal Revenue Code and other    
limitations.                                                        

As of December 31, 1994, IDT, on a separate-company basis, had net  
operating loss carryforwards for Federal income tax purposes of     
approximately $1,648,000 which will expire in 2008 and 2009. Under  
   Internal Revenue Code Section 382 and other limitations, the use of the
     loss carry forwards will be limited as a result of the December 21, 1994,
      ownership change. Subsequent to December 21, 1994, IDT incurred tax losses
resulting in additional federal net operating loss carry forwards of
     $3,222,000 which expire in various amounts from fiscal 2010 through 2012.

    As a result of the transaction described further in Note 1, Posterloid's
   and APV's loss carryforwards may not be available to Posterloid, APV or
Greensteel. Based on APV's history of prior operating losses and the
      expenditures associated with current research, development and engineering
      programs, no assurance can be given that sufficient taxable income will be
 generated for utilization of any net operating loss carryforwards and
reversal of temporary differences.                                  

 Income taxes have been accounted for in the accompanying consolidated
     financial statements as if the consolidated entity of APV, Greensteel and
    Posterloid filed its own consolidated return. The Company did not record
    any current or deferred income tax expense during the fiscal years ended
    April 30, 1997, 1996 and 1995 due to losses incurred during such periods
and the availability of net operating loss carryforwards.           

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
April 30, 1997, 1996, and 1995
(CONTINUED) 

    The differences between the Company's Federal effective tax rate and the
statutory tax rate for the years ended April 30, 1997, 1996 and 1995
arises from the following:                                          

                                              1997          1996        1995
                                              ----          ----        ----

     Federal statutory rate                    (35)%         (35)%       (35)%

Increase resulting from:                                            
   Goodwill amortization not deductible        1             1           1
   Increase in valuation allowance            34            34          34
                                             ---           ---         ---
                                               0             0           0

  The tax effect of the primary temporary differences giving rise to the
   Company's consolidated deferred tax assets and liabilities at April 30,
1997 and 1996 are as follows (in thousands):                        

                                  1997                    1996
                                   ---------------------   ---------------------
                                    Current    Long-Term    Current    Long-Term
                                   Asset       Asset       Asset       Asset
                                   -----       -----       -----       -----

Bad debt reserve                   $    425    $     --    $    242          -- 
Inventory related                       242          --         113          -- 
Accrued commissions                                                             
  and payroll costs                    294          --         188          --
Reserve for future losses                --          --          53          -- 
Fixed assets                             --       1,093          --       1,060 
NOL carryforwards                        --      11,654          --       9,974 
  Other                                441          --         220         296
Valuation allowance                  (1,402)    (12,747)       (816)    (11,330)
                                  --------    --------    --------    --------
                                  $     --    $     --    $     --    $     --
                                  ========    ========    ========    ========

    A valuation allowance has been recorded for the net deferred assets as a
      result of uncertainties regarding the realization of the assets, including
the lack of profitability to date and the variability of operating  
results.                                                            

14.   Related-Party Transactions                                                

On May 24, 1995, the company entered into an agreement with Alpine  
   pursuant to which PolyVision may borrow from time to time, prior to May
   24, 1997, up to $5,000,000 from Alpine to be used by PolyVision to fund
 its working capital needs (see Note 7). Alpine further agreed to fund
     working capital deficiencies on a temporary basis and in an amount not to
   exceed $2,500,000. As of April 30, 1995, the Company had an outstanding
     receivable of $3,584,000 from Adience and an APV intercompany account due
     to Alpine of $2,052,000, resulting in a net receivable from affiliates of
$1,532,000. In connection with Alpine's payoff of Greensteel's      
indebtedness with Congress and APV indebtedness with the Connecticut
 Development Authority, Greensteel's receivable from Adience and APV's
payable to Alpine were offset and the excess of the aggregate of    
      $2,618,000 paid by Alpine on behalf of the Company over the net receivable
and payable at July 21, 1995 was advanced pursuant to the foregoing 
agreements. The net amount of interest income                       

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
April 30, 1997, 1996, and 1995
(CONTINUED) 

      recognized by the Company from Adience for fiscal 1996 was $71,000 through
   July 21, 1995 and $118,000 for the four months ended April 30, 1995. In
    addition, Adience performs certain financial and administrative services
for the Company for an annual fee of $300,000.                      

   On April 30, 1997, the Company entered into an agreement with Alpine to
  borrow $811,000 to fund its corporate borrowing requirements including
research and development activities associated with APV's PolyVision
technology. Borrowings under the agreement are at Alpine's cost of  
      borrowing such funds (8 -1/2% at April 30, 1997). For the year ended April
30, 1997 the Company owed accrued interest to Alpine of $571,000.   

See also Notes 1, 3, 7, 12 and 15 for certain other related party   
transactions.                                                       

15.   Commitments and Contingencies                                             

In 1994, Reliance Insurance Company of New York (the "Plaintiff")   
     commenced an action in the Supreme Court of the State of New York, County
     of Suffolk, against several defendants including PolyVision seeking money
      damages based on the purported sale and delivery by defendants of some 860
      insulated metal curtain wall panels manufactured by the Company. Plaintiff
has alleged that such panels were defective in their design and     
manufacture. In its original complaint, Plaintiff seeks $820,000 for
    alleged damages. The alleged sales fall into two categories, an original
sale in 1987 and two or more sales in 1991 and 1992 of so-called    
     replacement panels. Among the theories of liability advanced by Plaintiff
    are breach of contract, breach of express warranty and implied warranty.
   Pursuant to orders of the Court, the causes of action based on the 1987
 transaction were dismissed on statute of limitation grounds. However,
     Plaintiff has been granted leave to serve an amended complaint to allege,
      among other things, a claim under the New Jersey Consumer Fraud Act (which
might permit treble damages), while preserving the right of the     
   defendants, including PolyVision to challenge the applicability of such
Act. Since an amended complaint has not yet been served, Plaintiff's
theories of liability and damages are as yet not completely certain.
     Moreover, since an answer to the amended complaint, if served, remains to
      be served, and, as well, discovery has yet to commence, it is premature to
render an estimate of the outcome of this litigation.               

In February 1992, the Company 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, the Company and Adience signed a consent order with the
    Ohio EPA and Ohio Attorney General that required the Company and Adience
to pay to the State of Ohio a civil penalty of $200,000 of which the
    Company 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. Removal and remediation   
   activities as contemplated under the consent order have been completed.

   The Company has submitted risk assessment reports which demonstrate, 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, the Company believes that it is likely that the
Ohio EPA will agree with the risk assessment reports. The Company is
currently waiting for a determination from the Ohio EPA as to       

F-22

10-K 54th Page of 61 TOC 1st Previous Next ↓Bottom Just 54th
 POLYVISION CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
April 30, 1997, 1996, and 1995
(CONTINUED) 

   whether the submitted reports are approved. 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 April 30, 1997, environmental accruals
     amounted to $26,000, which represents management's reasonable estimate of
    the amounts to be incurred in the resolution of this matter. Since 1991,
the Company and Adience have together paid $1,449,000 (excluding the
$200,000 civil penalty) for the environmental cleanup related to the
Alliance facility.                                                  

      Under the acquisition agreement pursuant to which the Company acquired the
   Alliance facility from Adience, Adience represented and warranted that,
   except as otherwise disclosed to the Company, no hazardous material had
   been stored or disposed of on such property and agreed to indemnify the
  Company for any losses in excess of $250,000. The Company has notified
     Adience that it is claiming the right to indemnification for all costs in
excess of $250,000 incurred by the Company in this matter, and has  
      received assurance from Alpine that Adience will honor such claim. Adience
      has reimbursed the Company $1,373,000 through June 30, 1997. If Adience is
     financially unable to honor its remaining obligation, such costs would be
borne by the Company.                                               

     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.                                                        

16.   Lease Commitments                                                         

      The Company and its subsidiaries lease property, plant and equipment under
     a number of leases extending for varying periods of time. Operating lease
    rental expense amounted to approximately $569,000, $664,000 and $398,000
for the years ended April 30, 1997, 1996, and 1995, respectively.   

 Minimum rental commitments as of April 30, 1996, under non-cancelable
leases with terms of more than one year, are as follows:            

Year ending                                             
April 30,                         Amount            
-----------                         ------              
                        (in thousands)

1998                             $559           
1999                              477           
2000                              480           
2001                              492           
2002                              418           

F-23

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 POLYVISION CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
April 30, 1997, 1996, and 1995
(CONTINUED) 

17.   Concentration of Credit Risk                                              

Financial instruments which potentially subject the Company to      
  concentration of credit risk consist principally of trade receivables.
      Greensteel's concentration of credit risk within the construction industry
is somewhat mitigated by the large number of customers comprising   
Greensteel's customer base. In addition, a majority of Greensteel's 
     revenues are derived from educational institutions in the eastern half of
    the United States. Most public school projects require performance bonds
  from general contractors which allow Greensteel to make bond claims or
      file liens in the event of nonpayment for bonafide contract work performed
by Greensteel. Ultimately the taxing authority of municipalities and
 public school districts provides much of the funding for Greensteel's
     business. Posterloid's revenues are derived from a large customer base of
      fast food restaurant chains and outfitters of municipal arenas and theater
     chains throughout the United States. Retrofits of large chains can result
    in significant customer concentrations of credit risk to Posterloid from
time to time.                                                       

F-24

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SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
POLYVISION CORPORATION
CONDENSED BALANCE SHEETS
 April 30, 1997 and 1996
(amounts in thousands, except share amounts)

                                                                [Download Table]

                                                                  1997        1996 
                                                                  ----        ---- 
                                                                                   
ASSETS                                                                             
Current Assets:                                                                    
 Cash                                                          $      --  $      --
 Accounts receivable, net of allowance for                                         
    doubtful accounts of $476 in 1995                                 --         --
 Receivable from affiliate                                            --         --
   Inventories                                                        --         --
   Costs and estimated earnings in excess of billings                              
      on uncompleted contracts                                        --         --
   Prepaid expenses and other current assets                          --         --
                                                               ---------  ---------
     Total current assets                                             --         --
Property and equipment, net                                           --         --
Investment in subsidiaries                                         7,491      9,459
                                                               ---------  ---------

         TOTAL ASSETS                                          $   7,491  $   9,459
                                                               =========  =========

LIABILITIES AND STOCKHOLDERS' EQUITY                                               
Current Liabilities:                                                               
         Note payable                                          $      --  $      --
         Accounts payable                                             --         --
   Accrued expenses                                                   --         --
   Accrued dividends                                               4,099      2,040
   Billings in excess of costs and estimated earnings                              
      on uncompleted contracts                                        --         --
                                                               ---------  ---------
      Total current liabilities                                    4,099      2,040
Indebtedness to The Alpine Group, Inc.                             6,382      3,335
Excess of net assets over purchase price of acquisition               --         --

Commitments and contingencies                                                      

Stockholders' Equity:                                                              
 Series A Preferred Stock, $.01 par value, at $25 per share                        
    liquidation value; authorized 1,500,000 shares, issued                         
    and outstanding 1,029,253 and 1,029,253 shares                25,731     25,731
 Common stock, $.001 par value; authorized 25,000,000                              
    shares, issued outstanding 8,540,762 and 8,530,073 shares          9          9
   Capital in excess of par value                                 38,618     38,524
   Accumulated deficit                                          (67,348)   (60,180)
                                                               ---------  ---------
      Total stockholders' equity                                 (2,990)      4,084
                                                               ---------  ---------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                     $   7,491  $   9,459
                                                               =========  =========

The accompanying notes are an integral part of these condensed financial
 statements.

 S-1

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                                                        SCHEDULE I - (CONTINUED)

POLYVISION CORPORATION
CONDENSED STATEMENTS OF OPERATIONS
 For the years ended April
30, 1997, 1996, and 1995
(amounts in thousands,
 except per share amounts)

                                               1997         1996        1995
                                               ----         ----        ----

Net sales                                      $    --     $ 24,203     $ 8,654 
Cost of goods sold                                  --       18,606       7,201 
                                              -------     --------     -------
     Gross profit                                  --        5,597       1,453
Selling, general and administrative              1,179        6,428       2,364 
                                              -------     --------     -------
      Operating (loss)                          (1,179)        (831)       (911)

      Equity in loss of subsidiaries            (3,265)      (4,594)     (4,901)
Interest income                                     --           71         118 
Interest expense                                  (665)        (416)        (19)
Other income (expense), net                         --            1         (15)
                                              -------     --------     -------
      Loss before income taxes                  (5,109)      (5,769)     (5,728)

Income tax expense                                  --           --          -- 
                                              -------     --------     -------
      Net loss                                  (5,109)      (5,769)     (5,728)

Preferred stock dividends                        2,059        2,040         448 
                                              -------     --------     -------
Loss applicable to common stock                ($7,168)    ($ 7,809)    ($6,176)
                                              =======     ========     =======

Loss per share of common stock                 ($ 0.84)    ($  0.94)    ($ 0.67)
                                              =======     ========     =======

The accompanying notes are an integral part of these condensed financial
statements. 

 S-2

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                                                        SCHEDULE I - (CONTINUED)

POLYVISION CORPORATION
CONDENSED STATEMENTS OF OPERATIONS
 For the years ended April
30, 1997, 1996, and 1995
(amounts in thousands,
 except per share amounts)

                                                                [Download Table]

                                                         1997      1996      1995  
                                                         ----      ----      ----  
                                                                                   
Cash flows from operating activities:                                              
      (Loss) from operations                           ($5,109)  ($5,769)  ($5,728)
      Adjustments to reconcile (loss) from operations                              
         to net cash (used for) operations:                                        
      Equity in loss of subsidiaries                     3,359     4,594     4,901 
      Depreciation and amortization                         --         6         6 
      Deferred interest                                    571       229        -- 
      Compensation expense for stock grants                 94        87        -- 
Change in assets and liabilities:                                                  
      Accounts receivable                                   --      (352)    1,550 
      Inventories                                           --     1,489      (892)
      Other current assets                                  --       273      (307)
      Accounts payable and accrued expenses                 --    (2,514)     (437)
      Other                                                 --        --      (149)
                                                       -------   -------   ------- 

Cash (used for) operating activities                    (1,085)   (1,957)   (1,056)
                                                       -------   -------   ------- 

Cash flows from investing activities:                                              
      Capital expenditures                                  --      (525)      (72)
      Net cash received in acquisition                      --        --       315 
                                                       -------   -------   ------- 

Cash provided by (used for) investing activities            --      (525)      243 
                                                       -------   -------   ------- 

Cash flows from financing activities:                                              
       Net short-term borrowings                            --     1,121       579 
      Long term borrowings from The Alpine Group, Inc.   3,047     3,335        -- 
       Net repayments of affiliate receivables              --        76       234 
       Additional investment in subsidiaries            (1,962)   (2,050)       -- 
                                                       -------   -------   ------- 

Cash provided by financing activities                    1,085     2,482       813 
                                                       -------   -------   ------- 

Net increase (decrease) in cash                             --        --        -- 
Cash at beginning of period                                 --        --        -- 
                                                       -------   -------   ------- 
Cash at end of period                                  $    --   $    --   $    -- 
                                                       =======   =======   ======= 

The accompanying notes are an integral part of these condensed financial
statements. 

S-3 

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                                                        SCHEDULE I - (CONTINUED)

POLYVISION CORPORATION
CONDENSED STATEMENTS OF OPERATIONS
 For the years ended April
30, 1997, 1996, and 1995
(amounts in thousands,
 except per share amounts)

                                          Years Ended April 30
                                            ------------------------
                                            1997      1996      1995
                                            ----      ----      ----
                                                      (in thousands)

Supplemental disclosures:                                                       
Interest paid                                $  --     $182    $    19  
                                           =====     ====    =======

Non-cash investing and financing activities:                                    

Conversion of The Alpine Group, Inc.                                            
indebtedness to Preferred stock              $  --     $ --    $   229  
                                           =====     ====    =======

Common stock issued in connection with                                          
Union Agreement                              $  --     $ --    $   487  
                                           =====     ====    =======

Acquisition (net of cash acquired):                                             
Assets acquired                               $  --     $ --    $17,686   
Liabilities assumed                              --       --      8,001   
                                           =====     ====    =======
Common stock issued                           $  --     $ --    $ 9,685   
                                           =====     ====    =======

The accompanying notes are an integral part of these condensed financial
 statements.

S-4 

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                                                        SCHEDULE I - (CONTINUED)

POLYVISION CORPORATION
 NOTES TO CONDENSED FINANCIAL STATEMENTS

1.    Basis of Presentation                                                     

   On April 25, 1996, the Company and Greensteel entered into a $5,000,000
Master Credit Agreement (the "Agreement") with the Bank of Boston   
   Connecticut. Among other things, the Agreement restricts the ability of
     the Company to declare dividends or transfer funds from Greensteel to the
   Company or the Company's other subsidiaries. As Greensteel's restricted
net assets of $4,358,000 are in excess of the Company's consolidated
     equity of ($2,990,000) at April 30, 1997, separate presentation of parent
    company financial statements is required. Prior to December 21, 1994 the
     Company consisted only of APV and Posterloid with Greensteel's operations
 included in the accompanying financial statements since that date. In
   addition, the former Greensteel division was separately incorporated to
facilitate the above financing and has operated as a wholly-owned   
subsidiary of the Company since February 1, 1996. Accordingly, the  
     accompanying presentation of parent company financial statements includes
      the net assets of the former Greensteel division at April 30, 1995 and its
    results of operations for the nine months ended January 31, 1996 and for
the four months ended April 30, 1995.                               

2.    Indebtedness to The Alpine Group Inc.                                     

On May 24, 1995, the Company entered into an agreement with Alpine, 
     pursuant to which the Company may borrow from time to time, until 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 (13% at
     April 30, 1996), with interest payable semiannually in cash (but added to
   the outstanding principal amount for the first 18 months). For the year
     ended April 30, 1996, Alpine agreed with the Company to a modification of
   terms whereby the Company issued 9,177 shares of the Company's Series A
Preferred Stock to Alpine in lieu of the addition of approximately  
      $229,000 of interest to the outstanding principal amount at April 30, 1996
(see Note 7).                                                       

10-K Last Page of 61 TOC 1st Previous Next ↓Bottom Just 61st
 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
POLYVISION CORPORATION
(Dollars in thousands)

                                                        [Enlarge/Download Table]

                                                             Charged to              Balance   
                                     Balance at  Charged to    Other               Deduction at
                                     Beginning    Costs and   Accounts-               End of   
                                     of Period     Expenses  Describe    Describe    Period    
                                     ---------     --------  --------    --------    ------    
                                                                                               
Year ended April 30, 1997:                                                                     
  Deducted from asset accounts:                                                                
    Allowance for doubtful accounts       $575       $  757     $319(1)               $1,013   
    Inventory obsolescence reserve         270          270                              540   
                                          ----       ------                           ------   
             Totals                       $845       $1,027     $319                  $1,553   
                                          ====       ======     ====                  ======   

Environmental Liability                   $ 20                             $    6(3)  $   26   
                                          ====                             ======     ======   

Year ended April 30, 1996:                                                                     
  Deducted from asset columns:                                                                 
    Allowance for doubtful accounts       $521       $  289     $235(1)               $  575   
    Inventory obsolescence reserve         400           20      150(2)                  270   
                                          ----       ------     ----                  ------   
             Totals                       $921       $  309     $385                  $  845   
                                          ====       ======     ====                  ======   

Environmental Liability                   $179                             $  159(3)  $   20   
                                          ====                             ======     ======   

Year ended April 30, 1994:                                                                     
  Deducted from asset columns:                                                                 
    Allowance for doubtful accounts       $  8       $   75     $462(4)    $   24(1)  $  521   
    Inventory obsolescence reserve         150          125      125(4)                  400   
                                          ----       ------     ----                  ------   
             Totals                       $158       $  200     $587       $   24     $  921   
                                          ====       ======     ====       ======     ======   

(1)     Uncollectible accounts written off, net of recoveries.                  

(2)     Disposal of obsolete inventory in connection with plant consolidations. 

(3)     Payments made related to the Ohio EPA Consent Order (See Note 17).      

(4)     Accounts of Greensteel at the December 21, 1994 acquisition date.       

S-6

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘10-K’ Filing	Date	First	Last	Other Filings

	5/24/05	27
	5/1/00	26		DEF 14A
	3/15/00	23
	5/1/99	23	26
	4/30/99	17	42
	3/15/99	23
	5/1/98	26	27
	4/30/98	16	47	10-K
	3/15/98	23
	8/31/97	3	46
	8/1/97	16	46
	7/31/97	47		10-Q
	7/30/97	16		10-K/A
Filed on:	7/29/97
	7/28/97	31
	7/23/97	1	26
	7/15/97	11
	6/30/97	7	54
	5/24/97	26	60
For Period End:	4/30/97	2	61	10-K/A
	4/24/97	21
	3/31/97	3	48
	3/25/97	10	20	DEF 14A
	3/15/97	30
	3/10/97	48
	1/1/97	17	42
	8/7/96	19
	6/1/96	16	46
	5/16/96	30		S-8
	4/30/96	6	61	10-K, 10-K/A
	4/25/96	29	60
	3/31/96	48
	2/28/96	29	47
	2/1/96	60
	1/31/96	30	60	10-Q
	10/2/95	26
	7/21/95	45	53
	6/14/95	4
	6/9/95	30
	5/25/95	11
	5/24/95	4	60
	5/1/95	21	30
	4/30/95	12	60
	1/6/95	50
	12/31/94	51
	12/21/94	4	61
	5/1/94	43
	4/30/94	15	61
	11/10/93	51
				List all Filings

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Filing Submission 0001005477-97-001928 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Polyvision Corp – ‘10-K’ for 4/30/97

As of: Tuesday, 7/29/97 · For: 4/30/97 · Accession #: 1005477-97-1928 · File #: 1-10555

Previous ‘10-K’: ‘10-K/A’ on 8/28/96 for 4/30/96 · Next: ‘10-K/A’ on 7/30/97 for 4/30/97 · Latest: ‘10-K’ on 3/31/99 for 12/31/98

Annual Report — Form 10-KFiling Table of Contents

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Dates Referenced Herein and Documents Incorporated by Reference

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