10-Q 1 d10q.txt FORM 10-Q U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2002 [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from__________to__________ Commission file number: 1-9083 OVERHILL CORPORATION (Exact name of registrant as specified in its charter) Nevada 23-2708876 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 4800 Broadway, Suite A Addison, Texas 75001 (Address of principal executive offices) (972) 386-0101 (Registrants's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Exchange Act during the past 12 months (or for such shorter period the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No_______ ----- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Common Stock, $.01 par value 18,615,464 ----------------------------- Outstanding at August 5, 2002 OVERHILL CORPORATION FORM 10-Q QUARTER ENDED JUNE 30, 2002 -------------------------------------------------------------------------------- TABLE OF CONTENTS -----------------

-1- OVERHILL CORPORATION AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS Assets

The accompanying notes are an integral part of these consolidated financial statements. -2- OVERHILL CORPORATION AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS Liabilities and Stockholders' Equity

The accompanying notes are an integral part of these consolidated financial statements. -3- OVERHILL CORPORATION AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (Unaudited)

The accompanying notes are an integral part of these consolidated financial statements. -4- OVERHILL CORPORATION AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (Unaudited)

The accompanying notes are an integral part of these consolidated financial statements. -5- OVERHILL CORPORATION AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Unaudited)

The accompanying notes are an integral part of these consolidated financial statements. -6- OVERHILL CORPORATION AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (continued) (Unaudited)

The accompanying notes are an integral part of these consolidated financial statements. -7- OVERHILL CORPORATION AND SUBSIDIARIES Notes to Consolidated Condensed Financial Statements June 30, 2002 1. NATURE OF BUSINESS Overhill Corporation, formerly Polyphase Corporation, (the "Company") is a holding company that, through its subsidiaries, currently operates in forestry and timber related businesses. These operations are conducted through the Company's wholly-owned subsidiary Texas Timberjack, Inc. ("Timberjack" or "TTI") and TTI's majority-owned subsidiaries Southern Forest Products LLC ("SFP") and Wood Forest Products LLC ("WFP"). Through these entities, the Company distributes, leases and provides financing for logging and construction equipment and is also engaged in certain timber and sawmill operations. The Company's Board of Directors, in August 2001, approved a plan to spin off all of its shares of Overhill Farms, Inc. ("Overhill Farms") to the holders of the Company's common stock. Overhill Farms, a producer of high quality entrees, plated meals, meal components, soups, sauces and poultry, meat and fish specialties, previously comprised the Company's food segment. Overhill Farms has been accounted for as discontinued operations in the accompanying financial statements. 2. BASIS OF PRESENTATION The consolidated financial statements include the continuing operations and related accounts of the Company, its wholly-owned subsidiaries and its majority-owned subsidiaries. All material intercompany accounts and transactions are eliminated. Certain prior year amounts have been reclassified to conform to the current year presentation. The financial statements included herein have been prepared by the Company, without an audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. The Company believes that the disclosures are adequate to make the information presented not misleading. The information presented reflects all adjustments (consisting solely of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of results for the interim periods when read in conjunction with the financial statements and the notes thereto included in the Company's latest financial statements filed as part of its Form 10-K for the year ended September 30, 2001. The balance sheet at September 30, 2001 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. -8- 3. INVENTORIES

4. TAXES For the period ended June 30, 2002, the Company recorded a tax benefit to the extent that current and prior year operating losses reduce the income taxes attributable to the discontinued operations of Overhill Farms. This benefit amounted to approximately $458,000 for the nine months ended June 30, 2002, and the results of operations of Overhill Farms included in the accompanying financial statements are presented net of income tax expense of the same amount. The Company continues to maintain a valuation allowance against all net deferred tax assets that relate to its continuing operations due to uncertainty with respect to the future recoverability of all such amounts. 5. DISCONTINUED OPERATIONS In August 2001, the Company's Board of Directors approved a plan to spin off all of the Company's shares of Overhill Farms to the holders of the Company's common stock. The transaction to effect the spin-off will result in the distribution, expected to be a tax free dividend to the Company's stockholders, of one share of Overhill Farms common stock for every two shares of the Company's common stock owned on the record date as established by the Board. The Company is currently in the process of completing the various steps necessary to effect the spin-off transaction, which is expected to occur during the Company's fourth fiscal quarter. These steps include, among other things, obtaining final lender approvals, making necessary changes to Overhill Farms' capital structure to effect the distribution of the dividend, the updating and filing of information to obtain clearance by the Securities and Exchange Commission. In connection with the spin-off, Overhill Farms expects to receive the necessary consents, waivers and amendments, as appropriate, relating to its financing arrangements with Union Bank of California, N.A. ("Union Bank") and Levine Leichtman Capital Partners II, L.P. ("LLCP"). These consents, waivers and amendments are necessary to comply with certain provisions of the agreements with each of Union Bank and LLCP that are affected by the spin-off. Additionally, it is also expected that Overhill Farms will amend and restate its securities purchase agreement and related documents with LLCP. The line of credit with Union Bank expires in November 2002, and the outstanding balance of approximately $12.5 million at June 30, 2002 has accordingly been reclassified from a long term obligation (net long-term liabilities related to discontinued operations) at September 30, 2001 to a current liability (net current liabilities related to discontinued operations) in the Company's -9- balance sheet as of June 30, 2002. In connection with Overhill Farms entering into a lease on a new facility in Vernon, California, the line of credit was amended to provide for borrowings limited to the lesser of $20 million, from $16 million, or an amount determined by a defined borrowing base consisting of eligible receivables and inventories. In addition, interest rates on amounts advanced under the credit line were increased by .25% to prime plus .50% or to LIBOR plus 3%. To facilitate the spin-off, Overhill Corporation is to be released from its guarantee of the credit facility, and Union Bank is to release the Overhill Farms common stock that it holds as collateral. Union Bank charged Overhill Farms $120,000 for these amendments. Overhill Farms also has reached agreement with LLCP with respect to certain amendments of its arrangements with LLCP which, among other things, provide consent by LLCP to the lease of the Vernon, California facility. As consideration for this consent and for the additional investment monitoring costs and expenses to be incurred by LLCP, Overhill Farms issued to LLCP 23.57 shares of Series A Convertible Preferred Stock. The designation for the new preferred stock provide the holder with, among other things, a liquidation preference totaling approximately $750,000, voting rights along with holders of common stock, conversion rights and dilution protection. The agreement with LLCP also provides that, after the issuance of the Series A Convertible Preferred Stock and following the spin-off, LLCP shall be entitled to anti-dilution protection so that its warrants and shares of preferred stock will be exercisable for or convertible into an aggregate of not less than 19.5% of Overhill Farms outstanding shares of common stock. The operating results of Overhill Farms have been classified as discontinued operations in the accompanying financial statements for the nine months ended June 30, 2002 and 2001 and are summarized as follows: For the Nine Months Ended June 30, ---------------------------- 2002 2001 ------------ ------------ Net revenues $101,927,639 $119,585,953 Gross profit 16,181,673 21,575,613 Operating income 5,266,398 7,338,696 Income before income taxes 1,141,595 2,747,561 Net income $ 683,378 $ 1,644,745 6. ADVANCE FROM RELATED PARTY During March 2002, Mr. Harold Estes made a cash advance in the amount of $850,000 to SFP for the purchase of timber. While the terms of the arrangement with SFP were not formally documented, SFP repaid such advance in weekly installments which included interest at prime (approximately 4.75% at June 30, 2002). The unpaid balance of $165,000 at June 30, 2002 was repaid during July 2002. -10- 7. EARNINGS PER SHARE The following table sets forth the computations of basic and diluted earnings per share:

-11-

8. STOCKHOLDERS' EQUITY Stock Options- During the three months ended December 31, 2000, options to purchase 15,000 shares at an exercise price of $.50 per share were exercised. Warrants- During the three months ended December 31, 2000, the Company repurchased warrants covering 210,000 shares exercisable at $1.125 per share for total consideration of approximately $46,000. 9. INVESTMENT IN LIMITED LIABILITY COMPANY TTI has a 49.9% ownership in a construction related limited liability company (the "LLC"), which is accounted for under the equity method. TTI's initial capital investment in the LLC was nominal, and its investment in the LLC is comprised primarily of related party receivables arising from operating advances and financed equipment sales to the LLC, with such sales being transacted primarily at Texas Timberjack's cost of acquiring the related equipment. During the -12- nine months ended June 30, 2002, the net related party receivable from the LLC increased approximately $187,000 since September 30, 2001. Additionally, the Company recorded a loss of approximately $628,000 relating to TTI's investment in the LLC during the nine months ended June 30, 2002. 10. SEGMENT INFORMATION The Company currently operates in two reportable business segments (1) the equipment segment, which distributes, leases and provides financing for logging and construction equipment and (2) the timber segment, which includes sawmill operations and the treatment and sale of timber products. The Company's food segment, which previously had been included as a separate segment, is classified as a discontinued operation based upon management's plan to spin off Overhill Farms to the Company's shareholders. Separate financial data for each of the Company's operating segments, excluding discontinued operations, is provided below (in thousands):

-13- 11. DEBT REFINANCING At March 31, 2002, the Company's notes payable included approximately $7.2 million due to Bank of America, N.A. ("Bank of America") by TTI and SFP under arrangements which had expired as of March 31, 2002. In early April, pursuant to borrowings under loan agreements reached with First Bank and Trust East Texas ("FB&T") and BancorpSouth Bank ("BancorpSouth"), TTI and SFP repaid all amounts due and owing to Bank of America. The arrangement with FB&T provides TTI with a $5.0 million revolving line of credit expiring in April 2003, bearing interest at prime and collateralized by certain assets of TTI. The loan agreement with FB&T provides, among other things, that TTI will maintain a debt to equity ratio not to exceed one to one at any time and provide the bank with specified financial data on a timely basis; and that TTI, without the prior written consent of FB&T, will not permit any material change in executive management or ownership of TTI, become liable for any indebtedness of Overhill Corporation or its affiliates or to pay any dividends or make other distributions of equity. At June 30, 2002, $3.2 million was outstanding under this line of credit. Amounts originally advanced by BancorpSouth were made pursuant to (1) a 5.975% term note in the amount of $1.5 million, payable in monthly installments of approximately $67,000 (including interest) through April 2004; and (2) a $500,000 note which was repaid in June 2002. The $500,000 note was replaced by a 6.275% term note in the amount of $1.0 million, payable in monthly installments of approximately $31,000 (including interest) through June 2005. Amounts payable to BancorpSouth under these notes are collateralized by a significant portion of TTI's inventory and real estate and were guaranteed by Overhill Corporation. The loan agreement with BancorpSouth provides, among other things, that TTI will provide the lender with specified financial data on a timely basis, and that without prior approval by the bank, TTI will not pay dividends, loans or advances to its parent, Overhill Corporation, except for the payment of taxes. 12. SUBSEQUENT EVENTS As of June 30, 2002, the Company's Overhill Farms subsidiary was in noncompliance with certain financial covenants under two borrowing arrangements. In August 2002, Overhill Farms reached an agreement with its senior subordinated lender to amend its securities purchase agreement, including revisions to the financial covenants retroactive to June 30, 2002, subject only to the approval of Overhill Farms' senior secured lender pursuant to an existing intercreditor agreement between the lenders. The agreement that Overhill Farms has reached with its senior subordinated lender provides for, among other things, modification of the existing securities purchase agreement to allow, in certain circumstances, for all of the senior subordinated lender's equity interest in Overhill Farms to be repurchased by Overhill Farms at certain specified levels, the elimination of the provision requiring Overhill Farms to pay the senior subordinated lender a $500,000 fee in the event Overhill Farms does not exercise an existing repurchase option, and the grant of a conditional option for Overhill Farms to extend the maturity date of the senior subordinated note through October 2005. The agreement also provides for the senior subordinated lender to receive additional cash consideration of approximately $400,000 and additional equity ownership of Overhill Farms of approximately 4.5%, the form of which is currently being finalized, and an increase in the stated interest rate of the senior subordinated note to 13.25% per annum. As of June 30, 2002, Overhill Farms was in noncompliance with a financial covenant in its loan agreement with its senior secured lender. Overhill Farms has initiated discussions with its senior secured lender to obtain a waiver of its noncompliance as of June 30, 2002 and to revise one financial covenant. Pending finalization and formal documentation of these arrangements, the Company has classified all amounts payable to its senior subordinated lender as a current liability (net current liabilities related to discontinued operations) in the Company's consolidated condensed balance sheet as of June 30, 2002. The Company believes it will be successful in finalizing and formally documenting amendments with each of its lenders in the near future. However, there can be no assurances that the Company will be successful in finalizing and formally documenting these amendments as anticipated, or at all. Should the Company not be successful in this regard prior to amounts under either of the facilities being declared due and payable, there could be a material adverse impact to the Company's financial condition, results of operations or cash flows. -14- 13. RECENT ACCOUNTING PRONOUNCEMENTS In November 2001, the Financial Accounting Standards Board issued Statement No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" ("SFAS 144"). These rules supersede FASB Statement No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of," providing a single accounting model for long-lived assets to be disposed of. Although retaining many of the fundamental recognition and measurement provisions of Statement 121, the new rules significantly change the criteria that would have to be met to classify an asset as held-for-sale. SFAS 144 also supersedes the provisions of APB Opinion 30 with regard to reporting the effects of a disposal of a segment of a business and requires expected future operating losses from discontinued operations to be displayed in discontinued operations in the period(s) in which the losses are incurred (rather than as of the measurement date as previously required by APB 30.) SFAS 144 is effective for fiscal years beginning after December 15, 2001 and interim periods within those fiscal years, although earlier application is encouraged. The Company has adopted SFAS 144 as of October 1, 2001. The adoption of SFAS 144 did not have a material effect on the Company's financial position, results of operations or cash flows. In June 2001, the Financial Accounting Standards Board issued Statement No. 142, "Goodwill and Other Intangible Assets" ("SFAS 142"), which requires that goodwill no longer be amortized, but instead will be tested at least annually for impairment by reporting unit. The Company has elected to early adopt SFAS 142 as of October 1, 2001. The Company believes that the adoption of SFAS 142 did not have an immediate effect on its financial statements. Had the Company been accounting for its goodwill under SFAS 142 for all periods presented, the Company's net income would have increased by approximately $213,000 ($.01 per share) and $71,000 ($0 per share) for the nine months and three months ended June 30, 2001, respectively. -15- ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS Statements contained in this Form 10-Q that are not historical facts, including, but not limited to, any projections contained herein, are forward-looking statements and involve a number of risks and uncertainties. The actual results of the future events described in such forward-looking statements in this Form 10-Q could differ materially from those stated in such forward-looking statements. Among the factors that could cause actual results to differ materially are: adverse economic conditions, industry competition and other competitive factors, government regulation and possible future litigation. Results of Operations Three Months Ended June 30, 2002 Compared to Three Months Ended June 30, 2001 Net Revenues - Revenues for the three months ended June 30, 2002 decreased $4,432,000 (34.5%) to $8,398,000 from $12,830,000 for the three months ended June 30, 2001. This decrease consists of decreased revenues of $4,337,000 in the equipment segment and $95,000 in the timber segment. The decrease in equipment related revenues was due largely to wet weather conditions during the period. Gross Profits - Gross profits for the three months ended June 30, 2002 declined slightly from the amounts for the three months ended June 30, 2001. For such periods, gross profits for the equipment segment decreased $55,000 while gross profits for the timber segment decreased $78,000. Selling, General and Administrative Expenses - Selling, general and administrative expenses for the three months ended June 30, 2002 decreased $177,000 to $1,880,000 from $2,057,000 during the three months ended June 30, 2001, due primarily to the continued decreases in personnel costs in both operating segments of Texas Timberjack and the discontinuation of the amortization of goodwill. Other Expenses - Other expenses for the three months ended June 30, 2002 increased $34,000 to $517,000 from $483,000 during the three months ended June 30, 2001, due largely to losses related to Timberjack's 49.9% investment in a construction company accounted for on the equity method. See "Management's Discussion and Analysis--Related and Certain Other Parties". Income Taxes - The Company records a tax benefit to the extent that current and prior year operating losses reduce the income taxes attributable to the discontinued operations of Overhill Farms. Accordingly, the results of operations of Overhill Farms are presented within the consolidated financial statements net of income tax expense of $191,000 for the three months ended June 30, 2002 and $479,000 for the same period in 2001. Nine Months Ended June 30, 2002 Compared to Six Months Ended June 30, 2001 Net Revenues - For the nine months ended June 30, 2002, revenues decreased $2,010,000 (6.8%) to $27,750,000 from $29,760,000 during the nine months ended June 30, 2001. This decrease in revenues is due to a decrease in sales of $2,726,000 from the Company's equipment -16- segment, which was partially offset by a $716,000 increase in sales from the Company's timber segment. Gross Profits - For the nine months ended June 30, 2002, gross profits increased $18,000 to $6,238,000 in the current year from $6,220,000 in the prior year due primarily to the increase in volume in the timber segment. Gross margin rates in the equipment segment increased slightly due to a change in sales mix from the lower margin sales of major units to the higher margin sales of used equipment. The margin rate for the timber segment did not change significantly from the prior year. Selling, General and Administrative Expenses - Selling, general and administrative expenses for the nine months ended June 30, 2002 decreased $908,000 to $5,514,000 from $6,422,000 during the nine months ended June 30, 2001, due to reductions in personnel costs in both the equipment and timber segments of TTI, together with the adoption by TTI of SFAS 142 effective October 1, 2001, thereby eliminating the amortization of goodwill which amounted to approximately $213,000 during the nine months ended June 30, 2001. Other Expenses - For the nine months ended June 30, 2002, net other expenses increased $662,000 to $1,752,000 in the current year from $1,090,000 for the nine months ended June 30, 2001. This increase is primarily attributable to recorded losses related to Timberjack's 49.9% investment in a construction company accounted for on the equity method. See "Management's Discussion and Analysis--Related and Certain Other Parties." Income Taxes - The Company records a tax benefit to the extent that current and prior year operating losses reduce the income taxes attributable to the discontinued operations of Overhill Farms. Accordingly, the results of operations of Overhill Farms are presented within the consolidated financial statements net of income tax expense of $458,000 for the nine months ended June 30, 2002 and $1,103,000 for the same period in 2001. Liquidity and Capital Resources Principal sources of liquidity for the Company are cash flow from operations, cash balances and additional financing capacity. The Company's cash and cash equivalents increased $927,000 to $1,613,000 at June 30, 2002 as compared to $686,000 at September 30, 2001. During the nine months ended June 30, 2002, the Company's operating activities resulted in cash provided of approximately $4,920,000, compared to cash provided of $4,177,000 during the comparable period in the previous year. The source of cash during the current year is related primarily to the results of operations, together with decreases in trade accounts and sales contracts receivable. During the nine months ended June 30, 2002, the Company's investing activities resulted in a use of cash of approximately $101,000, compared to a use of cash of $1,600,000 during the comparable period in the previous year. The Company's use of cash during the current year resulted primarily from capital expenditures by TTI, with decreases in notes and other receivables being somewhat offset by increases in related party receivables. During the nine months ended June 30, 2002, the Company's financing activities resulted in a -17- use of cash of approximately $3,892,000, compared to a use of cash of $2,812,000 during the comparable period in the previous year. The cash utilized resulted from the repayment of Timberjack's previous credit lines, largely with new longer term indebtedness, and is net of a cash advance made to SFP by Mr. Harold Estes. The aforementioned advance by Mr. Estes, in the original amount of $850,000, was made to SFP in March 2002 for the purchase of timber. While the terms of the arrangement with SFP were not formally documented, SFP repaid such advance in weekly installments which included interest at prime (approximately 4.75% at June 30, 2002). The unpaid balance of $165,000 at June 30, 2002 was repaid during July 2002. The Company's note payable to Mr. Estes has a current balance at June 30, 2002 of approximately $22 million, including accrued interest, is collateralized by the stock and certain assets of Texas Timberjack and matures in October 2002. Since the note's inception in 1994, Mr. Estes and the Company have agreed to a number of extensions of the maturity date and related terms of this note. The Company intends to seek further extension of the maturity date from Mr. Estes prior to the note's maturity. There can be no assurance, however, that the maturity date of the note can be successfully extended on favorable terms, or at all. SFP's Quantum Fuel & Refining, Inc. subsidiary ("Quantum") has a note payable to Mr. Estes. As of June 30, 2002, the note had a total unpaid balance, including accrued interest, of approximately $1.5 million, bearing interest at 12%, with maturity in October 2002 and collateralized by the assets of Quantum. Mr. Estes has agreed to previous extensions of the maturity date with Quantum, including one extension since Quantum's acquisition by SFP. Timberjack intends to seek further extension of the maturity date from Mr. Estes prior to the note's maturity. There can be no assurance, however, that the maturity date of the note can be successfully extended on favorable terms, or at all. At March 31, 2002, Texas Timberjack and SFP had notes payable to Bank of America totaling approximately $7.2 million under arrangements which had expired as of that date. In early April 2002, pursuant to borrowings under new loan arrangements reached with FB&T and BancorpSouth, all amounts due and owing by TTI and SFP to Bank of America were repaid in full. The arrangement with FB&T provides TTI with a $5.0 million revolving line of credit expiring in April 2003, bearing interest at prime and collateralized by certain assets of TTI. At June 30, 2002, $3.2 million was outstanding under this line of credit. Amounts originally advanced by BancorpSouth were made pursuant to (1) a 5.975% term note in the amount of $1.5 million, payable in monthly installments of approximately $67,000 (including interest) through April 2004; and (2) a $500,000 note which was repaid in June 2002. The $500,000 note was replaced by a 6.275% term note in the amount of $1.0 million, payable in monthly installments of approximately $31,000 (including interest) through June 2005. Amounts payable to BancorpSouth under these notes are collateralized by a significant portion of TTI's inventory and real estate and were guaranteed by Overhill Corporation. The loan agreement with BancorpSouth provides, among other things, that TTI will provide the lender with specified financial data on a timely basis, and that without prior approval by the bank, TTI will not pay dividends, loans or advances to its parent, Overhill Corporation, except for the payment of taxes. -18- Texas Timberjack guarantees on behalf of various customers certain lines of credit and secured borrowings with banks and financial institutions, primarily related to customer purchases of its equipment products. The portion of the credit lines or secured borrowings guaranteed ranges from zero to 100% on a customer-by-customer basis. Funds held in escrow by the lenders, amounting to approximately $541,000 at June 30, 2002, are included in the consolidated balance sheet as restricted cash and are fully offset by the Company's reserve for credit guarantees. Historically, amounts held in escrow by lenders have been sufficient to cover any losses incurred by Texas Timberjack as a result of these guarantees. However, losses on guarantees significantly in excess of amounts held in escrow by the lenders could have a material impact on the Company's liquidity position and results of operations. Texas Timberjack has a 49.9% investment in a construction related business which operates as a limited liability company. As of June 30, 2002, Timberjack has guaranteed approximately $324,000 of indebtedness of this company. See "Management's Discussion and Analysis-- Related and Certain Other Parties." TTI has various other commitments incurred through the ordinary course of its business, primarily noncancelable operating leases related to its facilities and equipment in Bon Weir, Texas and inventory purchase commitments from three companies which supply the majority of its new units and parts. There has been no significant change in the type or amount of these commitments since September 30, 2001. The Company believes, providing that Mr. Estes grants the aforementioned note extensions on acceptable terms, that funds available to it from operations and existing capital resources will be adequate for its capital requirements, including any cash requirements resulting from the various commitments and contingencies described above, for the next twelve months. Discontinued Operations As of June 30, 2002, the Company's Overhill Farms subsidiary was in noncompliance with certain financial covenants under two borrowing arrangements. In August 2002, Overhill Farms reached an agreement with its senior subordinated lender to amend its securities purchase agreement, including revisions to the financial covenants retroactive to June 30, 2002, subject only to the approval of Overhill Farms' senior secured lender pursuant to an existing intercreditor agreement between the lenders. The agreement that Overhill Farms has reached with its senior subordinated lender provides for, among other things, modification of the existing securities purchase agreement to allow, in certain circumstances, for all of the senior subordinated lender's equity interest in Overhill Farms to be repurchased by Overhill Farms at certain specified levels, the elimination of the provision requiring Overhill Farms to pay the senior subordinated lender a $500,000 fee in the event Overhill Farms does not exercise an existing repurchase option, and the grant of a conditional option for Overhill Farms to extend the maturity date of the senior subordinated note through October 2005. The agreement also provides for the senior subordinated lender to receive additional cash consideration of approximately $400,000 and additional equity ownership of Overhill Farms of approximately 4.5%, the form of which is currently being finalized, and an increase in the stated interest rate of the senior subordinated note to 13.25% per annum. As of June 30, 2002, Overhill Farms was in noncompliance with a financial covenant in its loan agreement with its senior secured lender. Overhill Farms has initiated discussions with its senior secured lender to obtain a waiver of its noncompliance as of June 30, 2002 and to revise one financial covenant. Pending finalization and formal documentation of these arrangements, the Company has classified all amounts payable to its senior subordinated lender as a current liability (net current liabilities related to discontinued operations) in the Company's consolidated condensed balance sheet as of June 30, 2002. The Company believes it will be successful in finalizing and formally documenting amendments with each of its lenders in the near future. However, there can be no assurances that the Company will be successful in finalizing and formally documenting these amendments as anticipated, or at all. Should the Company not be successful in this regard prior to amounts under either of the facilities being declared due and payable, there could be a material adverse impact to the Company's financial condition, results of operations or cash flows. -19- Related and Certain Other Parties TTI has a 49.9% ownership in a construction related limited liability company (the "LLC"), which is accounted for under the equity method. TTI does not exercise control over this minority investment. TTI's initial capital investment in the LLC was nominal and its investment in the LLC is comprised primarily of related party receivables arising from operating advances and financed equipment sales to the LLC, with such sales being transacted primarily at Texas Timberjack's cost of acquiring the related equipment. During the nine months ended June 30, 2002, the net related party receivables from the LLC increased approximately $187,000 from September 30, 2001. Additionally, the Company recorded a loss of approximately $628,000 relating to TTI's investment in the LLC for the nine months ended June 30, 2002. See "Management's Discussion and Analysis--Liquidity and Capital Resources" for discussion of an advance from and notes payable to Mr. Harold Estes, former owner and current President of Texas Timberjack and holder of approximately 4,000,000 shares of the Company's common stock. In connection with the acquisition of TTI, the Company acquired a note receivable from an officer of TTI collateralized by marketable securities and a receivable from Mr. Estes for insurance premiums paid by TTI on his behalf. As of June 30, 2002, such receivables have remained substantially unchanged since September 30, 2001. The former owner of Quantum is TTI's 25% minority partner in SFP. TTI's 25% minority partner in SFP was a guarantor of TTI's and SFP's note payable to, and SFP's revolving line of credit with, Bank of America, N.A. The father of TTI's 25% minority partner is a former officer of SFP. The Company's outstanding receivables from this former officer of SFP, or from companies owned or controlled by him, have not substantially changed since September 30, 2001. -20- ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Company's interest expense is affected by changes in prime lending rates as a result of its various line of credit arrangements. If these market rates were to increase by an average of 1% in fiscal 2002, the Company's interest expense for the next twelve months would increase by approximately $35,000, based on the outstanding line of credit balances at June 30, 2002. The Company's Texas Timberjack subsidiary periodically makes advances under promissory notes to certain unrelated individuals and corporations. These notes generally have fixed interest rates ranging from 10% to 18%, are generally due within one year and, in a majority of cases, are collateralized by a variety of marketable assets, primarily timber and land. The value of these notes is subject to market risk due to changing interest rates and the condition of the related collateral. The Company does not own, nor does it have an interest in any other market risk sensitive instruments. -21- PART II - OTHER INFORMATION Item 1. Legal Proceedings During fiscal 1997, five substantially identical complaints were filed in the United States District Court for the District of Nevada against the Company and certain of its officers and directors. The lawsuits each sought certification as a class action and asserted liability based on alleged misrepresentations that the plaintiffs claimed resulted in the market price of the Company's stock being artificially inflated. The defendants filed motions to dismiss in each of the lawsuits. Without certifying the cases as class actions, the District Court consolidated several of the cases into a single action. In March 2000, the District Court dismissed the plaintiffs' claims against one of the Company's officers and directors and restricted the plaintiffs from pursuing a number of their claims against the other defendants. The Court also granted the remaining defendants leave to renew their motions to dismiss in the form of motions for summary judgment. After pretrial discovery by plaintiffs, the remaining defendants filed motions for summary judgment, pointing out that there was no evidence to support the plaintiffs' claims. In November 2000, in a lengthy decision addressing the plaintiffs' claims against each of the remaining defendants, the District Court granted the motions for summary judgment, thereby disposing of all of the claims asserted by the plaintiffs. The plaintiffs then filed a motion for rehearing, which the District Court denied in March 2001. The plaintiffs appealed those decisions to the United States Court of Appeals for the Ninth Circuit. In September 2001, the plaintiffs requested the Ninth Circuit to enjoin the Company's proposed spin-off of Overhill Farms. The Court of Appeals denied the plaintiffs' request and directed them to address their request to the District Court. The plaintiffs thereafter filed an application with the District Court, which restrained the spin-off for a few days until a hearing could be conducted. Following an October 11, 2001 hearing at which counsel for all parties appeared, the District Court dissolved its temporary restraining order, thereby allowing the Company to proceed with the proposed spin-off. The plaintiffs did not appeal that decision by the District Court. On June 5, 2002, the Ninth Circuit rendered a decision that affirmed several of the trial court's rulings but reversed other rulings and remanded portions of the case for further proceedings in the District Court. Among other things, the Court of Appeals remanded certain claims against the Company and four individual defendants for further consideration by the trial court. Both sides then filed petitions for rehearing, and on July 18, 2002, the appellate court revised certain statements in its original opinion. The Company and its subsidiaries are involved in certain legal actions and claims arising in the ordinary course of business. Management believes (based, in part, on the advice of legal counsel) that such litigation and claims will be resolved without material effect on the Company's financial condition, results of operations or cash flows. -22- Item 3. Defaults Upon Senior Securities As of June 30, 2002, the Company's Overhill Farms subsidiary was in noncompliance with certain financial covenants under two borrowing arrangements. In August 2002, Overhill Farms reached an agreement with its senior subordinated lender to amend its securities purchase agreement, including revisions to the financial covenants retroactive to June 30, 2002, subject only to the approval of Overhill Farms' senior secured lender pursuant to an existing intercreditor agreement between the lenders. The agreement that Overhill Farms has reached with its senior subordinated lender provides for, among other things, modification of the existing securities purchase agreement to allow, in certain circumstances, for all of the senior subordinated lender's equity interest in Overhill Farms to be repurchased by Overhill Farms at certain specified levels, the elimination of the provision requiring Overhill Farms to pay the senior subordinated lender a $500,000 fee in the event Overhill Farms does not exercise an existing repurchase option, and the grant of a conditional option for Overhill Farms to extend the maturity date of the senior subordinated note through October 2005. The agreement also provides for the senior subordinated lender to receive additional cash consideration of approximately $400,000 and additional equity ownership of Overhill Farms of approximately 4.5%, the form of which is currently being finalized, and an increase in the stated interest rate of the senior subordinated note to 13.25% per annum. As of June 30, 2002, Overhill Farms was in noncompliance with a financial covenant in its loan agreement with its senior secured lender. Overhill Farms has initiated discussions with its senior secured lender to obtain a waiver of its noncompliance as of June 30, 2002 and to revise one financial covenant. Pending finalization and formal documentation of these arrangements, the Company has classified all amounts payable to its senior subordinated lender as a current liability (net current liabilities related to discontinued operations) in the Company's consolidated condensed balance sheet as of June 30, 2002. The Company believes it will be successful in finalizing and formally documenting amendments with each of its lenders in the near future. However, there can be no assurances that the Company will be successful in finalizing and formally documenting these amendments as anticipated, or at all. Should the Company not be successful in this regard prior to amounts under either of the facilities being declared due and payable, there could be a material adverse impact to the Company's financial condition, results of operations or cash flows. Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits 10.1 Promissory Note, dated June 12, 2002, in the principal amount of $1,000,000, payable to BancorpSouth Bank, as lender, by Texas Timberjack, Inc., as borrower 99.1 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (b) Reports on Form 8-K - No reports on Form 8-K were filed during the quarter ended June 30, 2002. -23- SIGNATURES In accordance with the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. OVERHILL CORPORATION (Registrant) Date: August 13, 2002 By: /s/ James Rudis ----------------------------- James Rudis Chairman, President and Chief Executive Officer Date: August 13, 2002 By: /s/ William E. Shatley -------------------------- William E. Shatley Senior Vice President and Chief Financial Officer -24-

OVERHILL CORP 10-Q