1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1998 [ ] 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 0-6354 AMERICAN VANGUARD CORPORATION - ------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 95-2588080 - ---------------------------------------------- --------------------- (State or other jurisdiction of (I.R.S. Employer Incorporation or organization) Identification Number) 4695 MacArthur Court, Newport Beach, California 92660 - ----------------------------------------------- --------------------- (Address of principal executive offices) (Zip Code) (949) 260-1200 (Registrant's telephone number, including area code) - -------------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes No --- --- APPLICABLE ONLY TO CORPORATE ISSUERS Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Common Stock, $.10 Par Value -- 2,492,582 shares as of November 10, 1998.
2 AMERICAN VANGUARD CORPORATION INDEX Page Number ----------- PART I - FINANCIAL INFORMATION Item 1. Financial Statements. Consolidated Statements of Operations for the three and nine months ended September 30, 1998 and 1997 1 Consolidated Balance Sheets as of September 30, 1998 and December 31, 1997 2 Consolidated Statements of Cash Flows for the nine months ended September 30, 1998 and 1997 4 Notes to Consolidated Financial Statements 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8 PART II - OTHER INFORMATION 14 SIGNATURE PAGE 15
3 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS AMERICAN VANGUARD CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS <TABLE> <CAPTION> For the three months For the nine months ended September 30 ended September 30 ----------------------------- ----------------------------- 1998 1997 1998 1997 ------------ ------------ ------------ ------------ <S> <C> <C> <C> <C> Net sales $ 15,167,300 $ 16,586,800 $ 40,020,800 $ 43,133,100 Cost of sales 8,338,900 11,305,700 23,497,900 26,363,100 ------------ ------------ ------------ ------------ Gross profit 6,828,400 5,281,100 16,522,900 16,770,000 Operating expenses 5,493,700 5,376,700 14,988,000 15,015,100 ------------ ------------ ------------ ------------ Operating income(loss) 1,334,700 (95,600) 1,534,900 1,754,900 Interest expense (568,400) (444,500) (1,495,200) (1,230,900) Interest income 700 2,400 3,100 9,300 ------------ ------------ ------------ ------------ Income (loss) before income taxes 767,000 (537,700) 42,800 533,300 Income taxes (expense) benefit (306,800) 215,100 (17,100) (223,900) ------------ ------------ ------------ ------------ Net income (loss) $ 460,200 $ (322,600) $ 25,700 $ 309,400 ============ ============ ============ ============ Net income (loss) per share $ .18 $ (.13) $ .01 $ .12 ============ ============ ============ ============ Weighted average number of shares 2,503,017 2,507,582 2,506,044 2,507,582 ============ ============ ============ ============ </TABLE> See notes to consolidated financial statements. 1
4 AMERICAN VANGUARD CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS ASSETS (NOTE 6) <TABLE> <CAPTION> September 30, December 31, 1998 1997 ------------- ----------- (Unaudited) (Note) <S> <C> <C> Current assets: Cash $ 474,000 $ 746,600 Receivables: Trade 18,829,800 21,244,600 Other 1,061,200 441,400 ----------- ----------- 19,891,000 21,686,000 ----------- ----------- Inventories (note 2) 19,030,800 12,937,900 Prepaid expenses 995,700 1,035,600 ----------- ----------- Total current assets 40,391,500 36,406,100 Property, plant and equipment, net (note 3) 11,767,100 13,439,000 Land held for development 210,800 210,800 Cost in excess of assets acquired, net 3,109,300 3,290,500 Deferred charges, net 1,531,400 1,571,200 Other assets 1,127,300 288,700 ----------- ----------- $58,137,400 $55,206,300 =========== =========== </TABLE> (Continued) See notes to consolidated financial statements. 2
5 AMERICAN VANGUARD CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS <TABLE> <CAPTION> September 30, December 31, 1998 1997 (Unaudited) (Note) ------------- ------------ <S> <C> <C> LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current installments of long-term debt $ 1,136,300 $ 1,059,500 Accounts payable 3,942,600 3,785,200 Accrued expenses 3,061,500 3,561,100 Accrued royalty obligation current portion 1,600,000 1,600,000 Income taxes payable 156,400 554,100 ----------- ----------- Total current liabilities 9,896,800 10,559,900 Note payable to bank 20,300,000 14,100,000 Long-term debt, excluding current installments 3,128,000 3,980,400 Accrued royalty obligation, excluding current portion 1,138,600 2,659,700 Deferred income taxes 2,646,500 2,646,500 ----------- ----------- Total liabilities 37,109,900 33,946,500 ----------- ----------- Stockholders' Equity: (note 4) Preferred stock, $.10 par value per share; authorized 400,000 shares; none issued -- -- Common stock, $.10 par value per share; authorized 10,000,000 shares; 2,564,182 shares issued 256,400 256,400 Additional paid-in capital 3,879,000 3,879,000 Retained earnings 17,333,500 17,483,300 ----------- ----------- 21,468,900 21,618,700 Treasury stock at cost (71,600 at September 30, 1998 and 56,600 at December 31, 1997) (441,400) (358,900) ----------- ----------- Total stockholders' equity 21,027,500 21,259,800 ----------- ----------- $58,137,400 $55,206,300 =========== =========== </TABLE> Note: The balance sheet at December 31, 1997 has been derived from the audited financial statements at that date (Note 1). See notes to consolidated financial statements. 3
6 AMERICAN VANGUARD CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997 (UNAUDITED) <TABLE> <CAPTION> 1998 1997 ----------- ----------- <S> <C> <C> Cash flows from operating activities: Net income $ 25,700 $ 309,400 Adjustments to reconcile net income to net cash used in operating activities: Depreciation and amortization 2,426,300 2,028,700 Changes in assets and liabilities associated with operations: Decrease (increase) in receivables 1,795,000 (4,219,000) Increase in inventories (6,092,900) (4,722,000) Decrease (increase) in prepaid expenses 39,900 (373,400) Increase (decrease) in accounts payable 157,400 1,291,200 Decrease in other payables and accrued expenses (2,418,400) (2,718,500) ----------- ----------- Net cash used in operating activities (4,067,000) (8,403,600) ----------- ----------- Cash flows from investing activities: Capital expenditures (413,700) (1,669,800) Increase in deferred charges (140,000) (1,600) Net increase in other noncurrent assets (818,300) (10,500) ----------- ----------- Net cash used in investing activities (1,372,000) (1,681,900) ----------- ----------- </TABLE> (Continued) See notes to consolidated financial statements. 4
7 AMERICAN VANGUARD CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997 (UNAUDITED) <TABLE> <CAPTION> 1998 1997 ------------- ------------ <S> <C> <C> Cash flows from financing activities: Net borrowings under line of credit agreement $ 6,200,000 $ 11,000,000 Increase in long-term debt -- 47,300 Principal payments on long-term debt (775,600) (852,600) Acquisition of treasury stock (82,500) -- Payment of cash dividends (175,500) (150,400) ------------ ------------ Net cash provided by financing activities 5,166,400 10,044,300 ------------ ------------ Net decrease in cash (272,600) (41,200) Cash at beginning of year 746,600 632,400 ------------ ------------ Cash as of September 30 $ 474,000 $ 591,200 ============ ============ </TABLE> 5
8 AMERICAN VANGUARD CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation, have been included. Operating results for the three and nine-month periods ended September 30, 1998 are not necessarily indicative of the results that may be expected for the year ending December 31, 1998. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 1997. 2. Inventories - The components of inventories consist of the following: <TABLE> <CAPTION> September 30, 1998 December 31, 1997 ------------------ ----------------- <S> <C> <C> Finished products $14,729,000 $ 9,847,700 Raw materials 4,301,800 3,090,200 ----------- ----------- $19,030,800 $12,937,900 =========== =========== </TABLE> 3. Property, plant and equipment at September 30, 1998 and December 31, 1997, consists of the following: <TABLE> <CAPTION> September 30, December 31, 1998 1997 ------------- ------------ <S> <C> <C> Land $ 2,382,600 $ 2,382,600 Buildings and improvements 4,685,500 4,573,600 Machinery and equipment 23,325,000 22,864,000 Office furniture and fixtures 1,154,200 1,128,800 Automotive equipment 105,000 105,000 Construction in progress 594,600 926,200 ----------- ----------- 32,246,900 31,980,200 Less accumulated depreciation 20,479,800 18,541,200 ----------- ----------- $11,767,100 $13,439,000 =========== =========== </TABLE> 6
9 AMERICAN VANGUARD CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED 4. On March 4, 1998, the Company announced that the Board of Directors declared a cash dividend of $.07 per share. The dividend was paid on March 25, 1998 to stockholders of record as of March 13, 1998. 5. Earnings Per Share ("EPS") - Basic EPS is computed as net income divided by the weighted average number of shares of common stock outstanding during the period. Diluted EPS reflects potential dilution that could occur if securities or other contracts, which, for the Company, consists of options to purchase shares of the Company's common stock, are exercised. These options were anti-dilutive for the periods ended September 30, 1998 and 1997, and as such, dilutive EPS amounts are the same as basic EPS for the periods presented. 6. Substantially all of the Company's assets not otherwise specifically pledged as collateral on existing loans and capital leases, are pledged as collateral under the Company's credit agreement with a bank. As referenced in note 1, for further information, refer to the consolidated financial statements and footnotes thereto (specifically note 3) included in the Company's Annual Report on Form 10-K for the year ended December 31, 1997. 7. Reclassification - Certain items have been reclassified in the prior period consolidated financial statements to conform with the September 30, 1998, presentation. 7
10 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS QUARTER ENDED SEPTEMBER 30: The Company reported net income of $460,200 or $.18 per share for the quarter ended September 30, 1998 as compared to a net loss of $(322,600) or $(.13) per share for the same period in 1997. Net sales declined by $1,419,500 to $15,167,300 for the quarter ended September 30, 1998 from $16,586,800 for the same quarter in 1997. The primary reasons for the sales decrease were, as previously reported, the cumulative impact of lower cotton acreage, adverse weather patterns and lower pest pressures, which affected the sales of certain of the Company's insecticides. Gross profits increased $1,547,300 to $6,828,400 for the three months ended September 30, 1998 from $5,281,100 for the same period in 1997. This increase in gross profits is attributable to the fact that the Company's PCNB manufacturing operation, which normally runs steadily throughout the year, was curtailed for approximately 75 days during the third quarter of 1997 in order to implement improvements in the process. This temporary shutdown in 1997 had a significant adverse impact on cost of sales during the quarter ended September 30, 1997. Additionally, gross profits increased due primarily to the product mix of sales and improved pricing of certain of the Company's soil fumigant products. Operating expenses, which are net of other income, increased by $117,000 to $5,493,700 for the quarter ended September 30, 1998 as compared to $5,376,700 for the same period in 1997. The differences in operating expenses by specific departmental costs are as follows: o Selling and regulatory expenses increased by $144,000 to $1,858,900 in the third quarter of 1998 as compared to $1,714,900 during the same period in 1997. Rebates and other programs related to certain of the Company's fungicides accounted for the increase. o General and administrative expenses declined by $359,200 to $1,131,000 in the third quarter of 1998 from $1,490,200 in the third quarter in 1997. The decline was attributable to the recognition of $465,000, which represents the initial award (not the total award) rendered in favor of the Company by neutral arbitrators in a binding action. This award was recorded as an offset to related professional/legal costs during the nine months ended 8
11 September 30, 1998. General and administrative costs would have increased by $105,800 for the third quarter ended September 30, 1998, as compared to 1997, primarily as a result of outside professional/legal costs, were it not for the aforementioned offset. o Research and development expenses increased $280,900 to $1,035,300 in the third quarter of 1998 as compared to $754,400 during the same quarter in 1997, primarily due to an increase in costs incurred to generate scientific data related to registration of certain of the Company's insecticide products. o Shipping and receiving costs increased by $51,300 to $1,468,500 in the third quarter of 1998 from $1,417,200 in the third quarter of 1997. The increase reflects an increase in activity pertaining to the distribution and storage of certain of the Company's soil fumigant products. Interest costs were $568,400 during the three months ended September 30, 1998 as compared to $444,500 for the same period in 1997. The average level of borrowing under the Company's line of credit agreement was approximately $19,339,100 for the third quarter of 1998 as compared to $16,527,700 for the same period in 1997. The average level of long-term debt was $4,407,500 for the third quarter of 1998 as compared to $4,844,300 for the same period in 1997. On a combined basis, the Company's average debt for the third quarter of 1998 was $23,746,600 as compared to $21,372,000 for the third quarter of 1997. The higher average debt levels primarily accounted for the increase in interest costs in 1998 as compared to 1997. Weather patterns can have an impact on the Company's operations. Weather conditions influence pest population by impacting gestation cycles for particular pests and the effectiveness of some of the Company's products, among other factors. The end user of some of the Company's products may, because of weather patterns, delay or intermittently disrupt field work during the planting season which may result in a reduction of the use of some of the Company's products. Because of elements inherent to the Company's business, such as differing and unpredictable weather patterns, crop growing cycles, changes in product mix of sales, ordering patterns that may vary in timing, and promotional/early order programs, measuring the Company's performance on a quarterly basis, (gross profit margins on a quarterly basis may vary significantly) even when such comparisons are favorable, is not as meaningful an indicator as full-year comparisons. Because most of the Company's cost structure is fixed, at least in the short-term, the combination of variable revenue streams, changing product mixes, and a fixed cost structure results in varying quarterly levels of profitability. 9
12 NINE MONTHS ENDED SEPTEMBER 30: The Company reported net income of $25,700 or $.01 per share for the nine month period ended September 30, 1998 as compared to net income of $309,400 or $.12 per share for the same period in 1997. Net sales declined by $3,112,300 to $40,020,800 for the nine months ended September 30, 1998 from $43,133,100 for the same period in 1997. While there was a slight increase in sales in the first quarter of 1998, the decline in the second and third quarter sales, for the reasons described above, primarily accounted for the overall decline in sales for the nine months ended September 30, 1998. Gross profits decreased $247,100 to $16,522,900 for the first nine months of 1998 from $16,770,000 for the same period in 1997. Gross profit margins for the first nine months of 1998 improved to 41% as compared to 39% for the first nine months of 1997. Although there was a decline in the gross profit percentage during the six months ended June 30, 1998, primarily due to the impact of the absorption of certain fixed costs of sales by lower sales levels, the increase in the third quarter gross profit percentage in 1998, for the reasons discussed above, was sufficient to generate an overall increase in the gross profit percentage for the nine months ended September 30, 1998. Operating expenses declined by $27,100 to $14,988,000 for the first nine months of 1998 from $15,015,100 for the same period in 1997. The differences in operating expenses by specific departmental costs are as follows: o Selling and regulatory expenses remained relatively constant reflecting a slight increase of $1,600 to $4,884,500 during the nine months ended September 30, 1998 from $4,882,900 for the same period in 1997. Although selling and regulatory expenses were up in the third quarter of 1998 as described above, the decline for the first six months of the year served to offset the increase in the third quarter of 1998. o General and administrative expenses declined by $126,800 to $4,175,500 in the first nine months of 1998 from $4,302,300 in the first nine months of 1997. As mentioned above, the decline was attributable to the recognition of the initial award rendered in favor of the Company by neutral arbitrators in a binding action. This award was recorded as on offset to related professional/legal costs during the nine months ended September 30, 1998. General and administrative costs would have increased by $338,200 for the nine months ended September 30, 1998, as compared to the same period in 1997, primarily as a result of outside professional/legal costs and payroll related costs, were it not for the aforementioned offset. 10
13 o Research and development expenses remained virtually unchanged at $2,559,500 for the nine months ended September 30, 1998 as compared to $2,561,300 for the same period in 1997. o Shipping and receiving costs increased by $99,900 to $3,368,500 in the nine months ended September 30, 1998 from $3,268,600 during the same period in 1997. The increase reflects an increase in activity pertaining to the distribution and storage of certain of the Company's soil fumigant products. Interest costs were $1,495,200 during the nine months ended September 30, 1998 as compared to $1,230,900 for the same period in 1997. The average level of borrowing under the Company's line of credit agreement was $17,595,600 for the first nine months of 1998 as compared to $14,376,000 for the same period in 1997. The average level of long-term debt was $4,652,100 for the nine months ended September 30, 1998 as compared to $5,124,100 for the same period in 1997. On a combined basis, the Company's average debt for the nine months ended September 30, 1998 was $22,247,700 as compared to $19,500,100 for the first nine months of 1997. The increase in overall average debt levels primarily accounted for the increase in interest costs. LIQUIDITY AND CAPITAL RESOURCES Working capital was $30,494,700 at September 30, 1998 reflecting an improvement of $4,648,500 over working capital of $25,846,200 at December 31, 1997. The Company used cash in its operating activities of $4,067,000 in the first nine months of 1998 primarily to build inventory and reduce accrued expenses. Inventories increased by $6,092,900 during the nine months ended September 30, 1998 in anticipation of future product demand. Accrued expenses and other payables declined by $2,418,400 as a result of payments of income taxes, product rebates and royalties and other sales related programs. Cash used in operating activities was partially offset by non-cash depreciation and amortization of $2,426,300 and reductions in receivables balances of $1,795,000. The Company invested $413,700 in capital improvements and $958,300 in deferred charges and other non-current assets during the nine months ended September 30, 1998. Deposits related to the acquisition of the rights, title and interest in the United States Dibrom(R) insecticide business (Refer to Part II of this Report)and the acquisition of a new year 2000 compliant computer system accounted for the most significant portion of the increase in deferred charges and other non-current assets. 11
14 The Company procured cash by increasing borrowings under its long-term line of credit by $6,200,000 during the nine months ended September 30, 1998. In addition to providing funds for operations, these funds were used to reduce long-term debt by $775,600, acquire 15,000 shares of the Company's common stock for $82,500 and pay cash dividends of $175,500. In May 1998, the Company's fully-secured line of credit was increased to $24,000,000 from $20,000,000 and the expiration date was extended to July 31, 2000 from July 31, 1999. As of September 30, 1998, the Company had $3,700,000 in availability under this fully-secured line of credit. Management believes current financial resources (working capital and short-term borrowing arrangements) and anticipated funds from operations will be adequate to meet financial needs during early 1999. Management also believes, to continue to improve its working capital position and maintain flexibility in financing interim needs, it is prudent to explore alternate sources of financing. This Report may contain forward-looking statements and may include assumptions concerning the Company's operations, future results and prospects. These forward-looking statements are based on current expectations and are subject to a number of risks, uncertainties and other factors. In connection with the Private Securities Litigation Reform Act of 1995, the Company provides the following cautionary statements identifying important factors which, among other things, could cause the actual results and events to differ materially from those set forth in or impled by the forward-looking statements (if any) and related assumptions contained in the entire Report. Such factors include, but are not limited to: product demand and market acceptance risks; the effect of economic conditions; weather conditions; the impact of competitive products and pricing; changes in foreign exchange rates; product development and commercialization difficulties; capacity and supply constraints or difficulties; availability of capital resources; general business and economic condition; and changes in government laws and regulations. YEAR 2000 COMPLIANCE Computers, software and other equipment utilizing microprocessors that use only two digits to identify a year in a date field may be unable to process certain date-based information at or after the year 2000. This is commonly referred to as the "Year 2000 issue", and the Company is addressing this issue on several different fronts. The Company elected, as previously disclosed, to install a new Enterprise Resource Planning Manufacturing software system, the decision of which, was not driven by Year 2000 compliance. The new software system is Year 2000 compliant. The installation of this system is expected to be completed, for the most part, by the end of calendar 1998. The Company has 12
15 established a separate team to coordinate solutions to the Year 2000 issue for the Company's other internal information systems with a goal of having all of its data processing systems Year 2000 compliant, although no assurances are made that this goal will be met. The Company is in the process of requesting Year 2000 compliance certification from each of its major vendors and suppliers for their hardware and software products and for their internal business applications and processes. The Company does not anticipate amounts incurred in connection with the Year 2000 compliance program will be material to its financial condition or results of operations. The Company does not believe that its business will be adversely affected by the Year 2000 issue in any material respect. Nevertheless, achieving Year 2000 compliance is dependent on many factors, some of which are not completely within the Company's control, including without limitations, the availability and cost of trained personnel and effectiveness of software upgrades used by the Company and its vendors and suppliers. Should either the Company's internal systems or the internal systems of one or more significant vendors or suppliers fail to achieve Year 2000 compliance, the Company's business and its results of operations could be adversely affected. 13
16 PART II. OTHER INFORMATION The Company was not required to report any matters or changes for any items of Part II except as disclosed below. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits Exhibit 27 -- Financial Data Schedule (b) Reports on Form 8-K filed during the three months ended September 30, 1998: DATE OF THE REPORT: July 2, 1998 ITEM REPORTED: 5. Other Events. DESCRIPTION: Agreement signed between Amvac Chemical Corporation ("AMVAC") a wholly-owned subsidiary of American Vanguard Corporation, and Valent USA Corporation ("VALENT"), a wholly-owned subsidiary of Sumitomo Chemical Company, Limited. AMVAC to acquire the rights, title and interest in the U.S. Dibrom(R) insecticide business of VALENT. The acquisition was subject to certain due diligence provisions in the agreement. AMVAC acquired certain assets and took over the marketing of the products on November 2, 1998. 14
17 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. AMERICAN VANGUARD CORPORATION Dated: November 11, 1998 By: /s/ Eric G. Wintemute -------------------------- Eric G. Wintemute President, Chief Executive Officer and Director Dated: November 11, 1998 By: /s/ J. A. Barry -------------------------- J. A. Barry Senior Vice President, Chief Financial Officer, Treasurer and Director 15
18 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - ------- ----------- 27 Financial Data Schedule