FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
December 27, 1998
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________
Commission file number 1-12767
Chemfab Corporation
(Exact name of registrant as specified in its charter)
Delaware 03-0221503
(State of Incorporation) (I.R.S. Employer Identification No.)
701 Daniel Webster Highway 03054
Merrimack, New Hampshire (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (603) 424-9000
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, 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.
As of January 29, 1999, the Company had 8,764,919 shares of Common Stock,
par value $0.10 per share, outstanding.
CHEMFAB CORPORATION
INDEX
Part I. Financial Information Page No.
Item 1. Financial Statements
Consolidated Balance Sheets at
December 27, 1998 and June 30, 1998 3
Consolidated Statements of Income for the
Three Months and Six Months Ended
December 27, 1998 and December 28, 1997 5
Consolidated Statements of Cash Flows for the
Six Months Ended December 27, 1998 and
December 28, 1997 6
Notes to Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 9
Part II. Other Information
Item 1. Legal Proceedings 13
Item 4. Submission of Matters to a Vote of Security
Holders 14
Item 6. Exhibits and Reports on Form 8-K 14
Signatures 15
Part I. Financial Information
CHEMFAB CORPORATION
CONSOLIDATED BALANCE SHEETS
(in thousands except par value amounts)
December 27, June 30,
1998 1998
------------ -----------
(Unaudited)
Current assets:
Cash and cash equivalents $ 2,664 $ 11,099
Receivables:
Trade 22,845 20,946
Other 104 17
Costs and estimated earnings in excess of
billings on uncompleted contracts 2,925 1,373
Inventories 28,325 17,403
Prepaid expenses, and other current assets 1,484 720
Deferred tax assets 730 730
-------- --------
Total current assets 59,077 52,288
Property, plant and equipment, at cost 58,988 50,260
Less: accumulated depreciation (27,959) (26,043)
-------- --------
Property, plant and equipment, net 31,029 24,217
Goodwill, net 15,302 9,926
Other assets 2,600 2,673
-------- --------
Total assets $ 108,008 $ 89,104
======== ========
See accompanying notes to Consolidated Financial Statements.
CHEMFAB CORPORATION
CONSOLIDATED BALANCE SHEETS
(in thousands except par value amounts)
December 27, June 30,
1998 1998
----------- ----------
(Unaudited)
Current liabilities:
Accounts payable and accrued
expenses $ 19,061 $ 12,307
Short-term borrowings 6,011 -
Accrued income taxes 3,094 2,540
Billings in excess of costs and
estimated earnings on
uncompleted contracts 164 151
-------- --------
Total current liabilities 28,330 14,998
-------- --------
Deferred tax liabilities 1,752 1,752
Shareholders' equity:
Preferred stock, par value $.50:
authorized - 1,000 shares,
none issued - -
Common stock, par value $.10:
authorized - 15,000 shares;
issued 8,765 at December 27, 1998
and 8,689 shares at June 30, 1998 876 869
Additional paid-in capital 25,965 25,008
Retained earnings 65,937 61,036
Treasury stock, at cost
(910 shares at December 27, 1998
and 877 at June 30, 1998) (15,826) (15,137)
Foreign currency translation
adjustment 974 578
-------- --------
Total shareholders' equity 77,926 72,354
-------- --------
Total liabilities and shareholders' equity $ 108,008 $ 89,104
======== ========
See accompanying notes to Consolidated Financial Statements.
CHEMFAB CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(in thousands except per share data)
Three Months Ended Six Months Ended
----------------------- -------------------------
12/27/98 12/28/97 12/27/98 12/28/97
Net sales $ 27,892 $ 25,902 $ 53,125 $ 48,055
Cost of sales 18,430 17,168 35,226 31,762
--------- --------- --------- ---------
Gross profit 9,462 8,734 17,899 16,293
Selling, general and
administrative expenses 5,070 4,271 9,324 8,240
Research and development 796 763 1,656 1,422
Other expense (income) (36) 32 (160) 48
Interest income, net (25) (78) (128) (160)
--------- --------- --------- ---------
Income before income taxes 3,657 3,746 7,207 6,743
Provision for income taxes 1,149 1,197 2,306 2,156
--------- --------- --------- ---------
Net income $ 2,508 $ 2,549 $ 4,901 $ 4,587
========= ========= ========= =========
Earnings per share:
- Basic $0.32 $0.32 $0.63 $0.58
- Diluted $0.31 $0.31 $0.61 $0.56
Weighted average common share outstanding:
- Basic 7,839 7,926 7,828 7,947
- Diluted 8,087 8,251 8,096 8,263
See accompanying notes to Consolidated Financial Statements.
CHEMFAB CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Six Months Ended
Dec. 27, Dec. 28,
Cash flows from operating activities: 1998 1997
---------- ----------
Net income $ 4,901 $ 4,587
Adjustments to reconcile net income to net
cash provided by operations:
Depreciation and amortization 2,731 2,370
Change in working capital:
Receivables (1,276) (2,204)
Costs and estimated earnings in excess
of billings on uncompleted contracts, net (1,539) 723
Inventories (9,938) (1,527)
Prepaid expenses and other (527) (233)
Other assets (521) (117)
Accounts payable and accrued expenses 5,349 (1,216)
Income taxes 545 368
---------- ----------
Total adjustments (5,176) (1,836)
---------- ----------
Net cash (used in) provided by operating activities (275) 2,751
Cash flows from investing activities:
Acquisition (6,237) -
Capital expenditures, (net) (8,344) (2,476)
---------- ----------
Net cash used in investing activities (14,581) (2,476)
Cash flows from financing activities:
Short-term borrowings 6,003 -
Proceeds from exercise of stock options 964 1,401
Purchase of treasury shares (689) (4,104)
---------- ----------
Net cash provided by (used in) financing activities 6,278 (2,703)
Effect of exchange rate changes on cash 143 23
---------- ----------
Net (decrease) increase in cash and cash equivalents (8,435) (2,405)
Cash and cash equivalents at beginning of year 11,099 8,055
---------- ----------
Cash and cash equivalents at end of period $ 2,664 $ 5,650
========== ==========
Interest paid $ 33 $ -
Income taxes paid $ 1,844 $ 1,611
<FN>
See accompanying notes to the Consolidated Financial Statements.
</FN>
CHEMFAB CORPORATION
Notes to Consolidated Financial Statements
December 27, 1998
Note 1 - Significant Accounting Policies:
Principles of Consolidation:
The consolidated financial statements of Chemfab Corporation (the
Company) included in this report reflect all adjustments (consisting of
only normally recurring accruals) which, in the opinion of management,
are necessary for a fair presentation of the consolidated financial
position at December 27, 1998 and June 30, 1998, the consolidated
statements of income for the three months and six months ended December
27, 1998 and December 28, 1997 and cash flows for the six months ended
December 27, 1998 and December 28, 1997. The unaudited results of
operations for the interim periods reported are not necessarily
indicative of results to be expected for the year.
Certain notes and other information have been condensed or omitted from
these interim financial statements. The statements, therefore, should
be read in conjunction with the consolidated financial statements and
related notes included in the Chemfab Corporation Annual Report on Form
10-K for the year ended June 30, 1998 (file no. 1-12767).
Note 2 - Inventories:
Inventories consisted of the following:
Dec. 27, 1998 June 30, 1998
------------- -------------
(in thousands)
Finished goods $11,174 $ 5,674
Work in process 7,746 7,396
Raw materials 9,405 4,333
--------- ---------
$28,325 $17,403
======= =======
Note 3 - Commitments and Contingencies:
The Birdair, Inc. (Birdair) litigation described in Part 1, Item 3 in
the fiscal 1998 Annual Report is still pending. The Company continues
to vigorously deny liability. While the litigation is in the early
stages of pretrial discovery, the Company continues its efforts to
resolve the dispute.
The Company's sales of roof membrane fabric for the Tent City project
are expected to total approximately $21,000,000, as compared with an
initial contract commitment of $28,600,000. The Company believes that
the shortfall was primarily caused by major deficiencies in the
quality of raw materials received and in the availability of
acceptable raw materials. Under the contract with the Company's
customer on this project, the customer may assert penalty claims
against the Company due to the shortfall in the Company's deliveries.
An initial claim of unliquidated amount has been threatened by the
customer, but the Company vigorously denies liability, and believes
that it has good defenses.
Various other lawsuits and claims are pending or have been asserted by
and against the Company, including matters previously disclosed by the
Company in its Form 10-K for the year ended June 30, 1998. Although the
outcome of such matters cannot be predicted with certainty and some
lawsuits or claims may be disposed of unfavorably to the Company,
management believes that the disposition of its current legal
proceedings, to the extent not covered by insurance, will not have a
material adverse effect on the Company's financial condition and
results of operations.
Note 4 - Debt:
At December 27, 1998, the Company has available a $21,000,000 line of
credit jointly with two commercial banks. Borrowings under this
facility are at the higher of the bank's base rate (7.75% at December
27, 1998), or 0.5% over the federal funds rate (5.19% at December 27,
1998), as defined in the agreement. Borrowings under this option is
1.00% over the LIBOR rate. The Company has also secured Eurocurrency
pricing options for certain debt as defined in the agreement. The
amount borrowed on the line of credit was $6,011,000 at December 27,
1998 and $0 at June 30, 1998.
Note 5 - Acquisitions:
On September 7, 1998 the Company completed the purchase of the
business assets (principally inventory, equipment and intangibles, net
of certain liabilities, accounts payable and accruals) of Vdb/hi-tex
Technische Gewebe Gmbh (Vdb) for approximately $6,200,000 in cash
including associated transaction costs. The acquisition was accounted
for using the purchase method of accounting. Prior to the acquisition,
Vdb's main business was in the fabrication and distribution of PTFE
composite products principally purchased from Chemfab. This business
is expected to continue. Vdb's primary markets are in Germany, Turkey
and Eastern European countries. The acquisition of Vdb resulted in the
recognition of goodwill of approximately $5,900,000 which will be
amortized over 15 years.
On December 29, 1998, the Company completed the purchase of the
business assets (principally inventory, equipment, and intangibles net
of certain liabilities; accruals and accounts payable) of Breitenborn
GmbH (Breitenborn) for approximately $2,754,000 in cash including
associated transaction costs. The acquisition will be accounted for
using the purchase method of accounting.
Breitenborn's main business is in Germany and comprises the fabrication
and distribution of PTFE composite products principally purchased from
Chemfab. This business is expected to continue.
In January 1999, the Company entered into an agreement to acquire
control of a PTFE coating and fabrication operation in South America.
The agreement contains certain contingencies which are expected to be
fulfilled in fiscal 1999.
Item II Management's Discussion and Analysis of
Financial Condition and Results of Operations
Three Months Ended December 27, 1998
Net Sales
The Company's consolidated net sales for the three months ended December 27,
1998, the second quarter of fiscal 1999, increased 8% to $27,892,000 from
$25,902,000 in the same quarter last year. Shipments of the Company's engineered
products worldwide increased 8% over the year earlier period while shipments of
architectural products rose 5%. Had mainland European currencies and the Pound
Sterling remained at the same exchange rates as last year, consolidated revenue
would have increased by 7% and worldwide engineered product sales would have
increased by 7% over the previous year.
Engineered Products - Americas Business Group sales (which include all
non-architectural product sales to customers in North America and South America)
increased 4% to $13,300,000 from $12,786,000 for the same quarter last year.
This sales increase resulted principally from strength in the Company's food
processing and general distributor markets, offsetting lower sales in the
electrical, electronic and protective systems markets. It is expected that
revenues from sales of engineered products into the Americas will remain
relatively strong through the end of the fiscal year.
Engineered Products - European Business Group sales (which include all
non-architectural product sales to customers in Europe, India, the Middle East
and Africa) increased 29% to $8,439,000 from $6,531,000 in the same quarter last
year. The Vdb acquisition accounted for 14% of the increase in European Business
Group sales. Had the mainland European currencies and the Pound Sterling
remained at the same exchange rate as last year, European Business Group sales
for the quarter would have increased 24% over the same quarter a year ago. Sales
for the remainder of the fiscal year are expected to continue at approximately
the same levels.
Engineered Products - Asia Pacific Business Group sales (which include all
non-architectural product sales to customers in the Far East and Australia)
decreased 34% to $1,321,000 from $1,995,000 in the same quarter last year. This
decrease was the result of continued weakness of the economy in certain Asian
countries, which has caused a downward trend in revenues. Revenue from
industrial product shipments into the Asia Pacific region is expected to
continue at approximately this level for the remainder of the fiscal year.
Architectural Product sales increased 5% to $4,832,000 from $4,590,000 in the
same quarter last year. This increase in revenues was the result of an increase
in projects underway to-date this year (including approximately $3,100,000 in
sales to the Tent City project) versus last year. The Company expects to
complete the sale of roof membrane to the Tent City project in the third quarter
of fiscal 1999. Revenues from the Tent City project are expected to approximate
$18,000,000 in the third quarter. Shipments from the Tent City project produced
in the second quarter of fiscal 1999 had a modest negative impact on the
operating margin line. The Company expects no contribution to earnings from the
Tent City project, in light of the major deficiencies in the quality and
availability of raw materials. Based on recent order entry and other relevant
market data, the Company expects that architectural product sales in the fourth
quarter of fiscal 1999 will return to revenue levels comparable to those
achieved in the same period of the prior year. Projected architectural revenues
are subject to possible claims and contingencies, as summarized in part II, Item
1 below.
Gross Profit Margins
Gross profit margins as a percentage of consolidated net sales were 33.9% for
the quarter, up slightly from last year. The Company maintained its gross margin
percentage as a result of manufacturing efficiencies and a net favorable product
mix.
Selling, General and Administrative Expenses
Selling, general and administrative expenses increased 19% to $5,070,000 from
$4,271,000 in the same quarter last year. This increase resulted from the
combined effects of the higher cost structure in place (including goodwill
amortization), to support the Company's newly acquired business in Germany as
well as higher shipping expense associated with the Tent City project. Selling,
general and administrative expenses as a percentage of sales was 16%, up from
the second quarter of last year.
Research and Development Expenses
Research and development expenses were $796,000 compared to last year's level of
$763,000. This level of spending, at approximately 3% of total revenues, is
consistent with recent, as well as planned, levels of research and development
spending. The higher costs are primarily attributable to new product development
activities.
Interest Income
The Company had net interest income of $25,000 for the quarter compared to
$78,000 for the same quarter last year. The decrease is mainly a result of a
lower average cash balance and interest expense on borrowings made in the
quarter to fund the acquisitions and the Tent City project.
Other (Income) Expense
The Company had net other income of $36,000 for the three months ended December
27, 1998 compared to $32,000 of net other expense for the same period last year.
Six Months Ended December 27, 1998
Net Sales
The Company's consolidated net sales for the six months ended December 27, 1998,
the first half of fiscal 1999, increased 11% to $53,125,000 from $48,055,000 in
the same period last year. Shipments of the Company's engineered products
worldwide increased 6% over the year earlier, while architectural product
shipments increased 33% for the same period. Had mainland European currencies
and the Pound Sterling remained at the same exchange rates as last year,
consolidated revenues would have increased by 10% and worldwide engineered
product sales would have increased by 5% over the previous year.
Engineered Products - Americas Business Group sales (which include all
non-architectural product sales to customers in North America and South America)
increased 4% to $25,195,000 from $24,252,000 for the same period last year. This
sales increase resulted principally from strength in the Company's food
processing and general distributor markets, offsetting lower sales in the
electrical and electronic markets and protective systems sales.
Engineered Products - European Business Group sales (which include all
non-architectural product sales to customers in Europe, India, the Middle East
and Africa) for the first half of the fiscal year increased 18% to $14,869,000
from $12,589,000 in the same period last year. The Vdb acquisition accounted for
7% of the growth in the European Business Group sales. Had the European
currencies and the Pound Sterling remained at the same exchange rate as last
year, European Business Group sale for the period would have increased 15%.
Engineered Products - Asia Pacific Business Group sales (which include all
non-architectural product sales to customers in the Far East and Australia)
decreased 20% to $2,801,000 from $3,496,000 in the same period last year. This
decrease was the result of a continued economic weakness in the Asia Pacific
countries, which has caused a downward trend in revenues.
Architectural Product sales increased 33% to $10,260,000 from $7,718,000 in the
same period last year. This increase in revenues was the result of an increase
in sizable projects underway to-date this year (including the Tent City project)
versus last year.
Gross Profit Margins
Gross profit margins as a percentage of consolidated net sales were 33.7% for
the six months ended December 27, 1998, down slightly from last year due to
start up costs on the Tent City project and product mix.
Selling, General and Administrative Expenses
Selling, general and administrative expenses increased 13% to $9,324,000 from
$8,240,000 in the same period last year. Increased selling, general and
administration expenditures resulted from the combined effects of the higher
cost structure in place (including goodwill amortization) to support the
Company's newly acquired business in Germany as well as higher shipping costs
associated with the Tent City project. Selling, general and administrative
expenses as a percentage of sales were 18%, up slightly from last year's level
of 17%.
Research and Development Expenses
Research and development expenses were $1,656,000 compared to last year's level
of $1,422,000. This level of spending, at approximately 3% of total revenues, is
consistent with recent, as well as planned, levels of research and development
spending. The higher spending is primarily attributed to new product development
activities.
Other (Income) Expense
The Company had net other income of $160,000 for the six months ended December
27, 1998 compared to $48,000 of net other expense in the year-earlier period.
Interest Income
The Company had net interest income of $128,000 for the six months ended
December 27, 1998 compared to net interest income of $160,000 for the same
period last year. The decrease is the result of a lower average cash balance and
interest expense associated with bank debt incurred to fund the acquisition and
the Tent City project.
Liquidity and Capital Resources
During the six months ended December 27, 1998, the Company utilized $389,000 of
cash in operations, down from $2,751,000 of cash generated in the same period of
the prior year. The reduction is the result of additional working capital needed
to support the higher revenues and the fast paced Tent City project. During the
period, the Company invested $8,609,000 in property, plant and equipment
additions, and expended $689,000 to repurchase stock under its share repurchase
program. The Company also received $964,000 in cash proceeds and related tax
benefits from the exercise of stock options during this period. During the
quarter the Company borrowed approximately $6,011,000 of short-term loans to
fund both the acquisition it has completed and for the Tent City project.
Working capital decreased to $30,747,000 from $37,290,000 at the end of fiscal
1998. As of December 27, 1998, the Company had an aggregate line of credit of
approximately $21,000,000 under its domestic and international borrowing
facilities. As of December 27, 1998, the Company had approximately $12,000,000
available under these facilities. In the third quarter the Company continues to
borrow against these facilities to fund additional acquisitions and for working
capital needs. The Company also has the ability to discount, without recourse
(under its Letter of Credit Agreement), its receivables from the Tent City
project. Management believes that the combination of cash on hand, cash expected
to be generated from operations, and available credit facilities will be
adequate to finance operations during fiscal 1999 and to deal with any
liabilities or contingencies described in Note 3 to the Consolidated Financial
Statements.
Year 2000
In 1993, the Company began its program to prepare for the Year 2000 problem. The
Company has made steady progress since then in addressing this computer
programming challenge. The Company is continuing to analyze operations to
determine and implement the procedures necessary to ensure timely and effective
Year 2000 compliance. The Company has generally completed the identification and
assessment phase of its Year 2000 program. The Company believes that the vast
majority of its major information management and operations systems are
currently Year 2000 compliant.
The Company currently expects total out-of-pocket costs to become Year 2000
capable to be less than $1,400,000, of which the Company had spent $1,200,000 by
December 27, 1998. The Company expects that the remainder of such costs will not
have a material effect on the Company's financial condition, operations or
liquidity.
The Company has also identified and been in communication with its key third
party vendors and suppliers, both to determine the extent to which the Company
might be vulnerable to such parties' failure to resolve their own Year 2000
issues, and to plan for the satisfactory resolution of any such contingencies.
Where practicable, the Company will assess and attempt to mitigate its risks
with respect to the failure of its suppliers to be Year 2000 ready. The Company
intends to complete the survey of its key customers by June 30, 1999 to
determine and make plans regarding their state of Year 2000 readiness.
While no assurance can be given, the Company does not anticipate at this time
that the Year 2000 problem will have a material adverse impact on the Company's
business, financial condition or results of operation.
Forward-Looking Statements
Except for the historical information contained herein, the matters discussed in
this Form 10-Q are forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Investors are cautioned that
forward-looking statements are inherently uncertain. Actual performance and
results may differ materially from those projected or suggested due to certain
risks and uncertainties, including raw material procurement, production and
related risks, shipment delays and shortfalls, and any associated penalties for
a contract of the magnitude of Tent City, final settlement negotiations and
their impact on the litigation by Birdair, any fluctuation in the demand for
architectural material, and the impact of the integration of our recently
announced acquisitions. Additional information concerning certain risks and
uncertainties that could cause actual results to differ materially from those
projected or suggested is contained in the Company's Annual Report on Form 10-K
for the fiscal year ended June 30, 1998 which has been filed with the Securities
and Exchange Commission. The forward-looking statements contained herein
represent the Company's judgment as of the date of this filing, and the Company
cautions readers not to place undue reliance on such statements.
Part II. Other Information
Item 1. Legal Proceedings
The Birdair, Inc. (Birdair) litigation described in Part 1, Item 3 in the fiscal
1998 Annual Report is still pending. The Company continues to vigorously deny
liability. While the litigation is in the early stages of pretrial discovery,
the Company continues its efforts to resolve the dispute.
The Company's sales of roof membrane fabric for the Tent City project are
expected to total approximately $21,000,000, as compared with an initial
contract commitment of $28,600,000. The Company believes that the shortfall was
primarily caused by major deficiencies in the quality of raw materials received
and in the availability of acceptable raw materials. Under the contract with the
Company's customer on this project, the customer may assert penalty claims
against the Company due to the shortfall in the Company's deliveries. An initial
claim of unliquidated amount has been threatened by the customer, but the
Company vigorously denies liability, and believes that it has good defenses.
Various other lawsuits and claims are pending or have been asserted by and
against the Company, including matters previously disclosed by the Company in
its Form 10-K for the year ended June 30, 1998. Although the outcome of such
matters cannot be predicted with certainty and some lawsuits or claims may be
disposed of unfavorably to the Company, management believes that the disposition
of its current legal proceedings, to the extent not covered by insurance, will
not have a material adverse effect on the Company's financial condition and
results of operations.
Item 4. Submission of Matters to a Vote of Security Holders
On October 29,1998, at the Company's Annual Meeting of Shareholders, the
Company's shareholders met to consider and vote upon the following two
proposals:
(1) A proposal to elect seven directors to serve for a one-year term
and until their respective successors have been duly qualified and elected.
(2) A proposal to ratify the appointment of Ernst & Young LLP as the
independent auditor for the Company for the fiscal year ending June 30, 1999.
Results with respect to the voting on each of the above proposals were as
follows:
Proposal 1:
Directors For Withhold Authority Abstentions
Paul M. Cook 5,917,922 2,555 0
Warren C. Cook 5,917,922 2,555 0
Robert E. McGill III 5,917,922 2,555 0
James E. McGrath 5,917,922 2,555 0
Duane C. Montopoli 5,904,672 15,805 0
Nicholas Pappas 5,917,922 2,555 0
John W. Verbicky 5,917,922 2,555 0
Proposal 2:
5,901,572 Votes For
15,680 Votes Against
3,225 Abstentions
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
None.
(b) Reports on Form 8-K
None.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CHEMFAB CORPORATION
Date: February 10, 1999 /s/ John W. Verbicky
----------------------
John W. Verbicky, President,
Chief Executive Officer and Director
(Principal Executive Officer)
Date: February 10, 1999 /s/ Moosa E. Moosa
-------------------
Moosa E. Moosa
Vice President - Finance, Treasurer
and Chief Financial Officer
(Principal Financial Officer)
Date: February 10, 1999 /s/ Hilary A. Arwine
---------------------
Hilary A. Arwine
Corporate Controller
(Principal Accounting Officer)