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FORM 10-Q
U.S. Securities and Exchange Commission
Washington, D.C. 20549
(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, 1998
( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the
transition period from ____________________to________________________.
Commission file number: 0-25634
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AMERICAN ARCHITECTURAL PRODUCTS CORPORATION
(Exact name of business issuer as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
(IRS Employer Identification No.) 87-0365268
755 BOARDMAN-CANFIELD ROAD, BOARDMAN, OHIO 44512
(Address of principal executive offices)
(330) 965-9910
(Issuer's telephone number)
(Former name, former address and former fiscal year, if changed since last
report)
Check whether the issuer (1) 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 that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the
past 90 days.
Yes (X) No ( )
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date:
Common stock, $.001 par value, 13,487,354 shares outstanding at June
30, 1998
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AMERICAN ARCHITECTURAL PRODUCTS CORPORATION
FORM 10-Q
INDEX
Part I -- FINANCIAL INFORMATION
Item 1. Financial Statements
American Architectural Products Corporation
As of June 30, 1998 and for the three and six months ended
June 30, 1998 and 1997
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Part II -- OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
S-16
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Item 1. FINANCIAL STATEMENTS
American Architectural Products Corporation
Consolidated Balance Sheets
(Unaudited)
December 31 June 30
1997 1998
--------------------------------------
Assets
------
Current Assets
Cash $ 40,132,238 $ 4,714,189
Accounts receivable 18,737,290 32,906,514
Inventories 21,458,399 34,943,871
Prepaid expenses and other current assets 1,619,946 1,214,194
--------------------------------------
Total Current Assets 81,947,873 73,778,768
Other Assets
Property and equipment, net 37,947,648 77,685,280
Cost in excess of net assets acquired, net 29,846,895 32,096,560
Deferred financing costs, net 5,985,360 6,736,544
Deposits and other assets 2,595,933 3,256,756
--------------------------------------
Total Noncurrent Assets 76,375,836 119,775,140
Total Assets $ 158,323,709 $ 193,553,908
======================================
Liabilities & Stockholders' Equity
----------------------------------
Current Liabilities
Accounts payable $ 9,352,228 $ 15,316,721
Accrued expenses 8,497,788 12,746,300
Accrued warranty obligations--current portion 1,991,544 1,857,609
Capital lease obligations--current portion 573,161 711,342
Line of credit - 19,739,033
Long term debt--current portion 60,848 7,500,000
--------------------------------------
Total Current Liabilities 20,475,569 57,871,005
Long-Term Liabilities
Long-term debt, less current maturities 125,114,401 125,000,000
Long-term capital lease obligations, less current portion 769,620 368,202
Accrued warranty obligations, less current portion 2,834,183 2,651,312
Other liabilities 3,548,801 4,429,502
--------------------------------------
Total Long-Term Liabilities 132,267,005 132,449,016
--------------------------------------
Total Liabilities 152,742,574 190,320,021
Stockholders' Equity:
Common stock, $.001 par, authorized 100,000,000 shares;
outstanding 13,458,479 shares and 13,487,354 shares
at December 31, 1997 and June 30, 1998, respectively 13,458 13,487
Additional paid in capital 6,310,641 6,453,612
Accumulated deficit (742,964) (3,233,212)
--------------------------------------
Total Stockholders' Equity 5,581,135 3,233,887
Total Liabilities & Stockholders' Equity $ 158,323,709 $ 193,553,908
======================================
See accompanying notes to consolidated financial statements
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American Architectural Products Corporation
Consolidated Statements of Operations
(Unaudited)
For the Three For the Six
Months Ended June 30 Months Ended June 30
1997 1998 1997 1998
------------------------------ -------------------------------
Net sales $ 22,968,393 $ 61,637,868 $ 39,609,732 $107,246,034
Cost of sales 17,490,571 47,049,974 31,013,569 83,544,152
------------------------------ -------------------------------
Gross profit 5,477,822 14,587,894 8,596,163 23,701,882
Selling expense 1,681,836 5,532,039 3,184,004 10,016,170
General and administrative expenses 2,082,803 5,288,404 3,929,335 10,206,848
------------------------------ -------------------------------
Income from operations 1,713,183 3,767,451 1,482,824 3,478,864
Interest expense 781,551 3,762,944 1,396,311 7,441,396
Interest income - (242,660) - (598,136)
Other (income) expense (53,407) 57,259 (40,820) 148,903
------------------------------ -------------------------------
Income (loss) before taxes 985,039 189,908 127,333 (3,513,299)
Income tax provision (benefit) 389,546 71,066 46,539 (1,023,051)
------------------------------ -------------------------------
Net income (loss) $ 595,493 $ 118,842 $ 80,794 $ (2,490,248)
============================== ===============================
See accompanying notes to consolidated financial statements
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American Architectural Products Corporation
Consolidated Statements of Cash Flows
(Unaudited)
For the Six
Months Ended June 30
1997 1998
------------------------------
Cash flows from operating activities:
Net income (loss) $ 80,794 $ (2,490,248)
Adjustments to reconcile net income to cash from
operating activities
Depreciation 994,981 2,480,263
Amortization 200,288 1,061,711
Gain on sale of fixed assets (1,817) -
Changes in operating assets and liabilities:
Accounts receivable, net (1,750,163) (9,304,617)
Inventories (499,237) (1,223,136)
Prepaid expenses and other current assets (435,141) (23,200)
Accounts payable (1,640,572) 4,777,459
Accrued expenses (480,651) (527,719)
Other (149,315) 253,480
------------------------------
Net cash from operating activities (3,680,833) (4,996,007)
------------------------------
Cash flows from investing activities:
Acquisition of businesses, net of cash acquired (938,964) (47,621,962)
Sale of business - 1,186,000
Purchase of property and equipment (544,617) (3,240,627)
Other, net (125,247) -
------------------------------
Net cash from investing activities (1,608,828) (49,676,589)
------------------------------
Cash flows from financing activities:
Net borrowings on line-of-credit 4,183,379 19,739,033
Payments on long-term debt (947,262) (175,249)
Proceeds from long-term debt 1,100,000 -
Capital lease payments (273,530) (343,237)
Proceeds from preferred stock, Series B 400,000 -
Other 250,000 34,000
------------------------------
Net cash from financing activities 4,712,587 19,254,547
------------------------------
Net decrease in cash (577,074) (35,418,049)
Cash, beginning balance 964,062 40,132,238
------------------------------
Cash, ending balance $ 386,988 $ 4,714,189
==============================
See accompanying notes to consolidated financial statements
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AMERICAN ARCHITECTURAL PRODUCTS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation
American Architectural Products Corporation (the "Company") is principally
engaged in the business of manufacturing residential, non-residential and
architectural windows and doors through its wholly owned subsidiaries Eagle &
Taylor Company, Forte, Inc., Western Insulated Glass, Co. ("Western"), Thermetic
Glass, Inc. ("Thermetic"), Binnings Building Products, Inc. ("Binnings"), Danvid
Window Company ("Danvid"), American Glassmith Corporation ("American
Glassmith"), Modern Window Corporation ("Modern"), VinylSource, Inc.
("VinylSource"), Denver Window Corporation ("Denver") and American Weather-Seal
Company ("Weather-Seal").
In the opinion of management, all adjustments, consisting only of normal
recurring adjustments, necessary for the fair presentation of financial position
and results of operations have been made. Operating results for interim periods
are not necessarily indicative of results that may be expected for a full year.
The information included in this Form 10-Q should be read in conjunction with
Management's Discussion and Analysis of Financial Condition and Results of
Operations and the financial statements and notes thereto of the Company for the
year ended December 31, 1997 included in the annual report on Form 10-K.
2. Acquisitions & Divestiture
Acquisition of VinylSource
On January 23, 1998, the Company acquired substantially all of the assets of the
vinyl division of Easco, Inc., an Austintown, Ohio manufacturer of vinyl
extrusions for the fenestration industry, and operates the facility through its
wholly-owned subsidiary VinylSource. The purchase price approximated $13,475,000
and was allocated to net assets acquired based on estimated fair market values
including current assets of $4,654,000, property and equipment and other
noncurrent assets of $9,929,000 and current liabilities of $1,108,000. The
Company used cash to finance the acquisition. The accounts of VinylSource are
included in the Company's consolidated financial statements from the January 23,
1998 acquisition date.
Divestiture of Mallyclad Corporation
On March 1, 1998, the Company sold Mallyclad Corporation, a division of Eagle &
Taylor Company, to a related party, for approximately $1.2 million. The Company
sold this division, a manufacturer of vinyl laminates for steel and aluminum
consumer and commercial customers, at its basis and therefore recognized no
gain or loss on this transaction.
Acquistion of Denver
On April 16, 1998, the Company acquired substantially all of the assets of
Denver. The acquisition was accounted for as a purchase. The purchase price
approximated $221,000 and was allocated to net assets acquired based on
estimated fair market values including current assets of $396,000, property and
equipment of $67,000 and current liabilities of $242,000. The Company used cash
to finance the acquisition. The accounts of Denver are included in the
Company's consolidated financial statements from the April 16, 1998 acquisition
date.
Acquisition of Weather-Seal
On June 12, 1998, the Company acquired substantially all of the assets of the
Weather-Seal division of Louisiana-Pacific Corporation. The acquisition was
accounted for as a purchase, with the purchase
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price of $40,000,000 allocated to net assets acquired based on estimated fair
market values including current assets of $13,800,000, property and equipment of
$29,500,000, current liabilities of $2,600,000 and long-term liabilities of
$700,000.
The acquisition was financed with $16,600,000 in borrowings from the Company's
line-of-credit facility, $7,500,000 in a subordinated seller note (the "Seller
Note") and the remainder with cash. The accounts of Weather-Seal are included in
the Company's consolidated financial statements from the June 12, 1998
acquisition date. See Note 6 regarding financing arrangements.
The following pro forma information for the six months ended June 30, 1997 has
been prepared assuming that the acquisitions of Western, Thermetic, Binnings,
Danvid, American Glassmith, Modern, VinylSource, Denver and Weather-Seal
(collectively, the "Acquisitions"), the December 10, 1997 offering of the $125
million of 11 3/4% Senior Notes due 2007 (the "Senior Notes"), the issuance of
the Seller Note and the advances on the line-of-credit facility relating to the
Acquisitions, as well as the sale of Mallyclad, had occurred at the beginning of
that period. The pro forma information for the six months ended June 30, 1998
has been prepared assuming that the acquisitions of VinylSource, Denver and
Weather-Seal (collectively, the "1998 Acquisitions") and the sale of Mallyclad
had occurred at the beginning of that period. The pro forma information includes
adjustments to interest expense for the offering of the Senior Notes, Seller
Note and the Company's line-of-credit facility, adjustments to selling, general
and administrative expenses for decreases in compensation expenses for certain
officers and members of Board of Directors of the acquired companies,
adjustments to depreciation expense based on the fair market value of the
property and equipment acquired, adjustments to amortization for cost in excess
of net assets acquired arising from the acquisitions and adjustments to income
taxes. The pro forma sales and net loss amounts are as follows for the six
months ended June 30:
1997 1998
----------------------------------
Sales $ 125,229 $ 128,645
Net loss (5,781) (3,850)
Net loss per share - basic and diluted (.43) (.28)
3. Net Income (Loss) Per Share
Basic income (loss) per common share amounts were computed by dividing net
income (loss) by the weighted average number of common shares outstanding. A
summary of the basic and dilutive income (loss) per share amounts for the three
and six months ended June 30 is as follows.
Three months Six months
--------------------------------------------------------------
1997 1998 1997 1998
--------------------------------------------------------------
Net income (loss) $ 595,493 $ 118,842 $ 80,794 $ (2,490,248)
Shares 12,374,474 13,785,767 12,616,405 13,772,199
Basic income (loss) per share $ .05 $ .01 $ .01 $ (.18)
Effect of dilutive securities 461,652 508,770 373,308 -
Diluted income (loss) per share $ .05 $ .01 $ .01 $ (.18)
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The weighted average number of common shares outstanding for the three and six
months ended June 30, 1998 include 300,000 additional common shares issuable in
January 1999 in connection with the Thermetic acquisition based on average
market prices.
4. Inventories
Inventories at June 30 consisted of the following:
1998
---------------------
Raw materials $ 18,028,000
Work-in-process 4,658,000
Finished goods 12,258,000
---------------------
$ 34,944,000
=====================
5. Comprehensive Income
On January 1, 1998, the Company adopted the Financial Accounting Standards Board
Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive
Income" (SFAS 130) which establishes standards for reporting and displaying
comprehensive income, its components and accumulated balances. Comprehensive
income is defined to include all changes in equity except those resulting from
investments by owners and distributions to owners. For the six months ended June
30, 1998, comprehensive income for the Company does not differ from net income.
6. Financing Arrangements
In connection with the Company's acquisition of Weather-Seal on June 12, 1998,
the Company issued an unsecured subordinated promissory note to the seller in
the amount of $7.5 million. The note bears interest based on LIBOR plus 1.5% and
is due June 30, 1999 unless the Company consummates a debt or equity offering,
in which case the Company is required to repay the note in full from the
proceeds therefrom. The interest rate at June 30, 1998 was 7.3%.
In June 1998, the Company secured a revolving credit facility to provide
additional liquidity of up to $25 million. The facility has a three year term,
is secured by substantially all assets of the Company and bears interest based
on one of two options at the Company's election, a LIBOR based rate or an
alternative rate based on the bank's rate in effect. The Company used
approximately $16.6 million to pay a portion of the Weather-Seal acquisition. At
June 30, 1998, the Company had $5.3 million available under the facility, which
has certain restrictive covenants, the most significant of which pertain to
fixed charge coverage and minimum net worth. Borrowings on the facility were
bearing interest at a rate of 8.75% at June 30, 1998.
7. Subsequent Events
In August 1998, the Company entered into definitive agreements to acquire TSG
Industries, Inc. ("TSG"), NuSash of Indianapolis, Inc. and Jarar Window Systems,
Inc. (together, "NuSash"), RC Aluminum Industries, Inc. ("RC Aluminum") and four
affiliated corporations located in the southwest region of the United States
(the "Southwestern U.S. Businesses").
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The Company has also entered into letters of intent to acquire Airmaster Window
Systems, Inc. ("Airmaster") and Northern Building Products, Inc. ("Northern").
TSG is a fabricator and installer of engineered glazing systems, including
glass windows, walls and doors and aluminum curtain walls for large
non-residential construction projects. NuSash distributes Weather-Seal and
other vinyl replacement windows for residential use. RC Aluminum manufactures a
wide range of non-residential fenestration products including windows, sliding
glass doors, railings and curtain walls and specializes in prestigious
high-rise development projects. The Southwestern U.S. Businesses distribute
aluminum windows and doors, dimensional lumber and millwork to contractors in
various metropolitan areas for residential applications. Airmaster, located in
Harrison, New York, is a distributor and installer of non-residential,
architectural and monumental windows and primarily sells its products in New
York City and the surrounding areas. Northern, a manufacturer of double-hung,
casement, fixed and sliding aluminum windows and sliding and swing doors, is
principally distributed by Airmaster.
The total purchase price of the above pending acquisitions is collectively
estimated to be $94.0 million. The cash portion of this purchase price is
estimated to approximate $84.5 million and is expected to be financed from the
proceeds of an equity offering by the Company.
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Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS:
Management's Discussion and Analysis of Results of Operations
COMPARISON OF THREE MONTHS ENDED JUNE 30, 1998 AND 1997
Net Sales
Net sales for the three months ended June 30, 1998 increased to $61.6 million
from $23.0 million for the three months ended June 30, 1997. The $38.6 million
increase is primarily due to $36.0 million in incremental sales volumes as a
result of the acquisition of Thermetic, Binnings, Danvid, American Glassmith,
Modern, VinylSource, Denver and Weather-Seal and a $2.3 million increase in
net sales at the Company's wood and aluminum-clad wood window manufacturer. This
unit's increase in sales has resulted primarily from higher volumes associated
with its existing customer base.
Gross Profit
The Company's gross profit increased to $14.6 million for the three months ended
June 30, 1998 from $5.5 million for the three months ended June 30, 1997. The
increase of $9.1 million resulted primarily from $8.5 million of gross profit
added by the acquired companies. The remaining portion of the gross profit
increase was generated by the Company's wood and aluminum-clad wood window
manufacturer. The Company's gross margin was 23.7% and 23.8% for the three
months ended June 30, 1998 and 1997, respectively. The companies acquired in
1997 and 1998 generated a gross margin of 23.7%. The Company's wood and
aluminum-clad wood window manufacturer has generated a higher margin resulting
from increased sales volumes; however, this has been offset in part by a
negative margin at the Company's non-residential aluminum contract window
manufacturer.
Selling, General & Administrative Expenses
Selling, general & administrative expenses were $10.8 million for the three
months ended June 30, 1998 compared to $3.8 million for the three months ended
June 30, 1997. Selling, general & administrative expenses relating to the
inclusion of the companies acquired in 1997 and 1998 were $5.6 million. The
remainder of the $7.0 million increase is primarily due to $1.0 million in
increased costs associated with the administration of a larger and more
diversified window and door manufacturer.
Income from Operations
The Company had income from operations of $3.8 million for the three months
ended June 30, 1998 compared to $1.7 million for the three months ended June 30,
1997. Operating income from the acquired companies amounted to $2.9 million and
was partially offset by the increased administrative costs totaling $1.0
million.
Interest Expense
Interest expense for the three months ended June 30, 1998 was $3.8 million
compared to interest expense of $0.8 million for the three months ended June 30,
1997. The increase is due primarily to the additional indebtedness the Company
incurred in connection with the Senior
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Notes. A portion of the proceeds of the Senior Notes and the proceeds of the
seller note and line-of-credit advances have been used to finance the Company's
acquisitions.
Income Taxes
The Company has recorded a provision for income taxes in the amount of $0.1
million based on an estimated effective tax rate.
COMPARISON OF SIX MONTHS ENDED JUNE 30, 1998 AND 1997
Net Sales
Net sales for the six months ended June 30, 1998 increased to $107.2 million
from $39.6 million for the six months ended June 30, 1997. The $67.6 million
increase is primarily due to $63.2 million in incremental volume from the
inclusion of Western, Thermetic, Binnings, Danvid, American Glassmith, Modern,
VinylSource, Denver and Weather-Seal and a $4.1 million increase in sales at
the Company's wood and aluminum-clad wood window manufacturer. This unit's
increase in net sales has resulted primarily from higher volumes associated with
its existing customer base.
Gross Profit
The Company's gross profit increased to $23.7 million for the six months ended
June 30, 1998 from $8.6 million for the six months ended June 30, 1997. The
increase of $15.1 million resulted primarily from $14.3 million of gross profit
added by the companies acquired in 1997 and 1998. The remaining portion of the
gross profit increase was generated by the Company's wood and aluminum-clad wood
window manufacturer. The Company's gross margin was 22.1% and 21.7% for the six
months ended June 30, 1998 and 1997, respectively. The Company's margin has
improved as the acquired companies generated a gross margin of 22.7%. The
Company's wood and aluminum-clad wood window manufacturer has generated a higher
margin resulting from increased volumes; however, this has been offset in part
by a negative margin at the Company's non-residential aluminum contract window
manufacturer.
Selling, General & Administrative Expenses
Selling, general & administrative expenses were $20.2 million for the six months
ended June 30, 1998 compared to $7.1 million for the six months ended June 30,
1997. Selling, general & administrative expenses relating to the inclusion of
the acquired companies were $10.3 million. The remainder of the $13.1 million
increase is primarily due to $2.0 million in increased costs associated with the
administration of a larger and more diversified window and door manufacturer and
$0.6 million in increased costs at the Company's wood and aluminum-clad wood
window manufacturer.
Income from Operations
The Company had income from operations of $3.5 million for the six months ended
June 30, 1998 compared to $1.5 million for the six months ended June 30, 1997.
Operating income from the companies acquired in 1997 and 1998 amounted to $4.1
million and was offset by increased corporate administrative costs totaling $2.0
million.
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Interest Expense
Interest expense for the six months ended June 30, 1998 was $7.4 million
compared to interest expense of $1.4 million for the six months ended June 30,
1997. The increase is due primarily to the additional indebtedness the Company
incurred in connection with the issuance of the Senior Notes.
Income Taxes
The Company has recorded an income tax benefit in the amount of $1.0 million.
The Company has established a seasonal pattern of losses earlier in its fiscal
year offset by income later in the year. Therefore, the Company has recorded a
tax benefit which is expected to be realized during the year.
Liquidity and Capital Resources
Cash used in operating activities for the six months ended June 30, 1998 was
$5.0 million compared to $3.7 million for the six months ended June 30, 1997.
The uses reflect the seasonal aspect of the Company's business which is affected
by the cycle of the building products industry. This seasonality affects the
need for additional working capital since it is necessary to carry larger
receivables and inventories into the spring and early summer months.
Cash used in investing activities amounted to $49.7 million for the six months
ended June 30, 1998 and resulted primarily from the acquisition of VinylSource,
Denver and Weather-Seal which required cash outlays of $47.6 million.
Additionally, the Company purchased $3.2 million in property and equipment
during the period. The Company also received $1.2 million in cash from the sale
of its Mallyclad division.
Cash flows from financing activities for the six months ended June 30, 1998
amounted to $19.3 million. The Company borrowed $16.6 million on its revolving
credit facility in the acquisition of Weather-Seal. Additionally, the Company
made $0.3 million in payments on capital lease obligations.
The Company believes that cash flow from operations together with other sources
of funding, will be adequate to meet its anticipated requirements for working
capital, capital expenditures and debt service costs. However, the acquisitions
that the Company is contemplating will require either additional equity or debt
financing. The Company believes that an equity offering will be completed in the
third or fourth quarter of 1998, the proceeds of which will be used to
consummate the pending acquisitions. However, the success of this offering is
subject to market conditions and other external factors which may be beyond the
Company's control.
Seasonality
The Company's business is seasonal since its primary revenues are driven by
residential construction. Inclement weather during the winter months,
particularly in the northeast and midwest regions of the United States, usually
reduces the level of building and remodeling activity in both the home
improvement and new construction markets and, accordingly, has an adverse impact
on the demand
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for fenestration products. Traditionally, the Company's lowest sales levels
occur in the first and fourth quarters which is generally consistent with cycle
of the building products industry. The Company believes that its 1997
acquisitions in the southwestern and southeastern United States will minimize
the risk to the Company for potentially unusual inclement weather conditions in
the midwest and the northeast. Because a high percentage of the Company's
manufacturing overhead and operating expenses are relatively fixed throughout
the year, operating income has historically been lower in quarters with lower
sales. Working capital, and borrowings to satisfy working capital requirements,
are usually at their highest level during the second and third quarters.
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Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
10.12 Credit Agreement, dated as of June 12, 1998, by and among
American Architectural Products Corporation, Eagle & Taylor
Company, Forte, Inc., Western Insulated Glass, Co. Thermetic
Glass, Inc., Binnings Building Products, Inc., Danvid Window
Company, Modern Window Acquisition Corporation, Vinyl Source,
Inc. Weather-Seal Acquisition Corporation, Eagle Window & Door
Center, Inc., Denver Window Acquisition Corporation, AAPC One
Acquisition Corporation, AAPC Two Acquisition Corporation and
the Institutions from time to time party hereto as Lenders
and BankBoston, N.A. as Agent.
(b) The Company filed the following reports on Form 8-K during the period.
June 12, 1998 Form 8-K was filed reporting the acquisition of the
Weather-Seal Division of Louisiana-Pacific Corporation
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
AMERICAN ARCHITECTURAL PRODUCTS CORPORATION
Date: August 14, 1998 /s/ Frank J. Amedia
-----------------------------
Frank J. Amedia
President & Chief Executive Officer
/s/ Richard L. Kovach
-----------------------------
Richard L. Kovach
Chief Financial Officer