<PAGE>
DRAFT
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT OF
1934
For the Quarterly Period Ended January 31, 1995
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ______ to ______
Commission File No. 1-9078
The Alpine Group, Inc.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 22-1620387
- --------------------------------------------------------------------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
1790 Broadway, New York, NY 10019-1412
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 757-3333
----------------
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.
Class Outstanding at March 17, 1995
- ---------------------------- -----------------------------
Common Stock, $.10 Par Value 17,187,397
Page 1 of 27
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The accompanying unaudited condensed financial statements have been
prepared in accordance with the requirements of Form 10-Q and
therefore do not include all information and footnotes necessary for a
fair presentation of financial position, results of operations, and
cash flows in conformity with generally accepted accounting
principles.
In the opinion of management, all adjustments (which, except as
disclosed elsewhere herein, consist only of normal recurring accruals)
necessary for a fair presentation of the results of operations for the
relevant periods have been made. Results for the interini periods are
not necessarily indicative of the results to be expected for the year.
2
<PAGE>
THE ALPINE GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollar amounts in thousands)
<TABLE>
<CAPTION>
January 31, April 30,
1995 1994
----------- ---------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 4,254 $ 2,507
Marketable securities 18,121 1,972
Accounts receivable (less allowance for
doubtful accounts - January, $922; April, $68) 32,039 17,792
Inventories 36,098 22,502
Other current assets 2,308 1,204
-------- --------
92,820 45,977
Total current assets
Property, plant and equipment, net 53,073 31,674
Long-term investments and other assets (Note 4) 14,719 2,447
Net noncurrent assets of discontinued operations 3,686 3,755
Goodwill and other intangibles (less accumulated
amortization - January, $1,549; April, $557) 68,147 30,098
-------- --------
TOTAL ASSETS $232,445 $113,951
-------- --------
-------- --------
</TABLE>
The accompanying notes are an integral part of these
condensed consolidated financial statements.
3
<PAGE>
THE ALPINE GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollar amounts in thousands)
(Continued)
<TABLE>
<CAPTION>
January 31, April 30,
1995 1994
----------- ---------
(Unaudited)
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term borrowings $ 32,673 $ --
Current portion of long-term debt 3,177 2,217
Accounts payable 24,919 13,750
Accrued expenses 24,151 5,416
Net current liabilities of discontinued operations 1,736 155
-------- --------
Total current liabilities 86,656 21,538
Long-term debt, less current portion (Note 6) 86,750 41,528
-------- --------
Other long-term liabilities (Note 5) 7,333 2,887
-------- --------
Contingent purchase consideration (Note 6) 5,733 --
-------- --------
Stockholders' equity:
8% Cumulative convertible preferred stock
at liquidation value 11,823 --
9% Cumulative convertible preferred stock
at liquidation value 2,427 2,677
8.5% Cumulative convertible preferred stock
at liquidation value 3,500 3,500
Common stock, $.10 par value; authorized
25,000,000 shares; issued: January, 17,187,397
shares; April, 18,073,512 shares 1,719 1,808
Capital in excess of par value 102,638 109,593
Accumulated deficit (75,443) (69,205)
-------- --------
46,664 48,373
Less shares held in treasury, at cost:
January, 72,190 shares; April, 14,511 shares (377) (61)
Receivable from stockholder (314) (314)
-------- --------
Total stockholders' equity 45,973 47,998
-------- --------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $232,445 $113,951
-------- --------
-------- --------
</TABLE>
The accompanying notes are an integral part of these
condensed consolidated financial statements.
4
<PAGE>
THE ALPINE GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Three Months ended January 31,
-------------------------------
1995 1994
---- ----
<S> <C> <C>
Net sales $ 45,900 $ 22,016
Cost of goods sold 39,545 19,093
-------- --------
Gross profit 6,355 2,923
Selling, general and administrative 4,807 3,569
Research, development and engineering 340 401
Amortization of goodwill and other intangibles 368 1,810
-------- --------
Operating income (loss) 840 (2,857)
Interest income 34 144
Interest (expense) (2,188) (775)
Other (expense) (640) (367)
-------- --------
(Loss) from continuing operations
before income taxes (1,954) (3,855)
Income tax expense -- --
-------- --------
(Loss) from continuing operations (1,954) (3,855)
(Loss) from discontinued operations (--) (23,370)
-------- --------
Net (loss) (1,954) (27,225)
Preferred stock dividends 253 126
-------- --------
(Loss) applicable to common stock ($2,207) ($27,351)
-------- --------
-------- --------
Income (loss) per share of common stock:
Continuing operations ($0.12) ($0.23)
Discontinued operations -- ( 1.38)
-------- --------
Net (loss) per share of common stock ($0.12) ($1.61)
-------- --------
-------- --------
</TABLE>
The accompanying notes are an integral part of these
condensed consolidated financial statements.
5
<PAGE>
THE ALPINE GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
(Continued)
<TABLE>
<CAPTION>
Nine Months ended January 31,
------------------------------
1995 1994
---- ----
<S> <C> <C>
Net sales $ 125,782 $ 34,494
Cost of goods sold 108,464 26,802
--------- --------
Gross profit 17,318 7,692
Selling, general and administrative 11,285 7,552
Research, development and engineering 1,015 1,237
Amortization of goodwill and other intangibles 879 2,036
--------- --------
Operating income (loss) 4,139 (3,133)
Interest income 108 185
Interest (expense) (4,213) (1,339)
Other (expense) (669) (415)
--------- --------
(Loss) from continuing operations (635) (4,702)
Income tax expense 232 --
--------- --------
(Loss) from continuing operations before extraordinary item (867) (4,702)
(Loss) from discontinued operations (4,868) (24,290)
--------- --------
(Loss) before extraordinary item (5,735) (28,992)
Extraordinary item - (loss) on early extinguishment of debt (--) (47)
--------- --------
Net (loss) (5,735) (29,039)
Preferred stock dividends 503 258
--------- --------
(Loss) applicable to common stock ($6,238) ($29,297)
--------- --------
--------- --------
Income (loss) per share of common stock:
Continuing operations ($0.08) ($0.38)
Discontinued operations (0.27) (1.77)
Extraordinary item - (loss) on early extinguishment of debt -- --
--------- --------
Net (loss) per share of common stock ($0.35) ($2.15)
--------- --------
--------- --------
</TABLE>
The accompanying notes are an integral part of these
condensed consolidated financial statements.
6
<PAGE>
THE ALPINE GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE NINE MONTHS ENDED JANUARY 31, 1995
(In thousands except share amounts)
<TABLE>
<CAPTION>
Capital
Common Stock in Excess
Shares Amount of Par
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Balance at April 30, 1994 18,073,512 $1,808 $109,593
- -----------------------------------------------------------------------------------------------------------------------------
Compensation expense related to stock options and grants 479
Dividends on preferred stock
Conversion of convertible preferred stock 40,000 4 246
Exercise of stock options 73,885 7 199
Shares issued for Directors fees 21
Purchase of treasury stock
Exchange of common stock for preferred stock (1,000,000) (100) (7,900)
Acquisition of Adience, Inc.
Repurchase of preferred stock
Net (loss) for the nine months ended January 31, 1995
- -----------------------------------------------------------------------------------------------------------------------------
Balance at January 31, 1995 17,187,397 $1,719 $102,638
- -----------------------------------------------------------------------------------------------------------------------------
<CAPTION>
9% Cumulative 8% Cumulative 8.5% Cumulative
Convertible Convertible Convertible
Preferred Stock Preferred Stock Preferred Stock
Shares Amount Shares Amount Shares Amount
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Balance at April 30, 1994 2,677 $2,677 -- -- 3,500 $3,500
- -----------------------------------------------------------------------------------------------------------------------------
Compensation expense related to stock options and grants
Dividends on preferred stock
Conversion of convertible preferred stock (250) (250)
Exercise of stock options
Shares issued for Directors fees
Purchase of treasury stock
Exchange of common stock for preferred stock 160,000 8,000
Acquisition of Adience, Inc. 82,267 4,113
Repurchase of preferred stock (5,787) (290)
Net (loss) for the nine months ended January 31, 1995
- -----------------------------------------------------------------------------------------------------------------------------
Balance at January 31, 1995 2,427 $2,427 236,480 $11,823 3,500 $3,500
- -----------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Receivable
Accumulated Treasury Stock from
Deficit Shares Amount Stockholder Total
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balance at April 30, 1994 ($69,205) (14,511) ($61) ($314) $47,998
- -----------------------------------------------------------------------------------------------------------------------------
Compensation expense related to stock options and grants 479
Dividends on preferred stock (503) (503)
Conversion of convertible preferred stock
Exercise of stock options 206
Shares issued for Directors fees 10,221 43 64
Purchase of treasury stock (67,900) (359) (359)
Exchange of common stock for preferred stock
Acquisition of Adience, Inc. 4,113
Repurchase of preferred stock (290)
Net (loss) for the nine months ended January 31, 1995 (5,735) (5,735)
- -----------------------------------------------------------------------------------------------------------------------------
Balance at January 31, 1995 ($75,443) (72,190) ($377) ($314) $45,973
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of these
condensed consolidated financial statements.
7
<PAGE>
THE ALPINE GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
Nine Months ended January 31,
------------------------------
1995 1994
---- ----
<S> <C> <C>
Cash flow from operating activities:
(Loss) from continuing operations ($867) ($4,702)
Adjustments to reconcile (loss) to net cash
provided by continuing operations:
Depreciation and amortization 3,674 3,183
Accretion of debt discount and
amortization of deferred financing 435 139
Inducement of debt conversion -- 23
Compensation expense related to stock
options and grants 407 248
Changes in assets and liabilities:
Accounts receivable (489) 1,283
Inventories (3,739) 2,747
Prepaid expenses and other current assets 1,054 32
Other assets (209) 198
Accounts payable and accrued expenses 3,623 (3,299)
Other (242) 275
------- ------
Cash provided by continuing operating activities 3,647 127
------- ------
(Loss) from discontinued operations (4,868) (24,290)
Adjustments to reconcile loss to net cash
(used for) discontinued operations:
Depreciation and amortization 548 876
Loss recognized on purchase of R&D
and other related charges -- 21,322
Increase (decrease) in net liabilities 1,512 (803)
Other 206 710
------- ------
Cash (used for) discontinued operations (2,602) (2,185)
------- ------
Cash provided by (used for) operating activities 1,045 (2,058)
------- ------
</TABLE>
The accompanying notes are an integral part of these
condensed consolidated financial statements.
8
<PAGE>
THE ALPINE GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
(Continued)
<TABLE>
<CAPTION>
Nine Months ended January 31,
-----------------------------
1995 1994
---- ----
<S> <C> <C>
Cash flow from investing activities:
Acquisitions, net of cash acquired 1,101 (19,744)
Reduction of contingent purchase consideration (436) --
Investment in marketable securities (16,227) 198
Capital expenditures on continuing operations (1,500) (1,206)
Capital expenditures on discontinued operations (229) (328)
Other (135) --
------- -------
Cash (used for) investing activities (17,426) (21,080)
------- -------
Cash flow from financing activities:
Short-term borrowings (repayments) 20,179 (118)
Borrowing under revolving
credit facilities, net 1,675 7,233
Issuance of preferred stock, net -- 4,700
Redemption of preferred stock (287) (253)
Dividends on preferred stock (103) (258)
Minority investment in discontinued operations -- 28
Purchase of treasury shares (360) --
Proceeds from exercise of stock options 202 1,066
Term loan repayments on continuing operations (3,120) (2,875)
Term loan repayments on discontinued operations (58) (50)
Term loan borrowings by continuing operations -- 17,318
Term loan borrowings by discontinued operations -- 690
------- -------
Cash provided by (used for) financing
activities 18,128 27,481
------- -------
Net increase (decrease) in cash and cash
equivalents 1,747 4,343
Cash and cash equivalents at beginning of
period 2,507 2,286
------- -------
Cash and cash equivalents at end of period $ 4,254 $ 6,629
------- -------
------- -------
Supplemental disclosures:
Taxes paid $ 437
-------
-------
Interest paid $ 3,022 $ 750
------- -------
------- -------
</TABLE>
The accompanying notes are an integral part of these
condensed consolidated financial statements.
9
<PAGE>
THE ALPINE GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
(Continued)
<TABLE>
<CAPTION>
Nine Months ended January 31,
-----------------------------
1995 1994
---- ----
<S> <C> <C>
Non-cash investing and financing activities:
Exchange of preferred stock $ 250 $ 2,000
-------- --------
-------- --------
Conversion of notes and exchange of
debentures:
Conversion of notes $ 496
--------
--------
Exchange of debentures $ 135
--------
--------
Acquisition of business:
Assets, net of cash acquired $ 107,837 $ 93,018
Common stock issued -- (41,045)
Preferred stock issued (4,113)
Contingent consideration (6,167)
Liabilities assumed (96,456) (32,229)
-------- --------
Net cash paid (received) ($1,101) $ 19,744
-------- --------
-------- --------
Exchange of common stock:
Common stock acquired in exchange for
preferred stock issued ($8,000)
--------
--------
Preferred stock issued $8,000
--------
--------
</TABLE>
The accompanying notes are an integral part of these
condensed consolidated financial statements.
10
<PAGE>
THE ALPINE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 1994
(Unaudited)
1. Basis of presentation
The accompanying unaudited condensed consolidated financial statements
of The Alpine Group, Inc. (the "Company") reflect all adjustments which, in
the opinion of management, are necessary for a fair presentation of the
results of operations for the interim periods presented. These financial
statements should be read in conjunction with the summary of accounting
policies and the notes to the financial statements included in the Company's
Annual Report on Form 10-K for the year ended April 30, 1994.
Certain reclassification have been made to the January 31, 1994 financial
statements to conform with the January 31, 1995 presentation.
2. Inventories
The components of inventories are:
<TABLE>
<CAPTION>
January 31, April 30,
1995 1994
---------- ---------
(In thousands)
<S> <C> <C>
Raw materials $ 12,562 $ 5,947
Work in process 7,564 5,580
Finished goods 15,972 10,975
--------- --------
$ 36,098 $22,502
========= =========
</TABLE>
3. Income (loss) per share
For the nine months ended January 31, 1995 and 1994 the number of shares
used in computing income (loss) per share were 17,910,346 and 13,635,966,
respectively, based on the weighted average number of shares outstanding.
4. Long-Term Investments and Other Assets
The components of long-term investments and other assets are:
<TABLE>
<CAPTION>
January 31, April 30,
1995 1994
---------- ---------
(In thousands)
<S> <C> <C>
Asset held for Disposition $ 8,000 $ --
(See Note 6)
Assets held for sale 2,553 --
Other 4,166 2,447
--------- --------
$ 14,719 $ 2,447
========= =========
</TABLE>
5. Other Long-Term Liabilities
The components of other long-term liabilities are:
<TABLE>
<CAPTION>
January 31, April 30,
1995 1994
---------- ---------
(In thousands)
<S> <C> <C>
Payable to Information
Display Technologies, Inc. ("TDT")
(See Note 7) $ 3,809 $ --
Payable to Former Stockholder
of Adience, Inc 2,016 --
Other 1,384 2,887
--------- --------
$ 7,333 $ 2,887
========= =========
</TABLE>
6. Acquisition of Adience
On December 21, 1994, the Company acquired from certain stockholders of
Adience, Inc. ("Adience") 82.3% of the outstanding capital stock. The
Company, which had previously purchased 4.9% of Adience's common stock,
currently owns 87.2% of the outstanding common stock of Adience. Adience
manufactures and supplies refractory products and services to integrated
steelmakers and other industries.
11
<PAGE>
Adience's 80% owned subsidiary Information Display Technology, Inc. ("IDT")
manufacturers and supplies information display systems, primarily custom
designed and engineered writing and projection surfaces for institutional,
healthcare and educational markets. IDT is a listed company on the American
Stock Exchange. The Company has announced its intention to merge the operations
of IDT with its Information Display Group, consisting of APV and Posterloid and,
upon completion of the merger, to distribute a majority of its holding to
stockholders (see Note 7).
Consideration paid for the Adience acquisition consisted of 82,267 shares
of a new series of 8% preferred stock of the Company, with a liquidation
preference of $50 per share (see Note 8) and 2,752,900 common shares of IDT to
be delivered to the selling stockholders of Adience as soon as practicable after
the consummation of the merger referred to above. Should the merger not occur
by May 31, 1995, the Company will be required to deliver, in lieu of the IDT
common shares, an additional 123,330 shares of 8% preferred stock. However,
should the merger be completed the value of the IDT stock delivered by the
Company to the Adience stockholders is subject to a consideration reset. The
consideration reset states that the Company will deliver an amount equal to the
2,752,900 shares of IDT common stock to be delivered multiplied by the
difference, if any, between $2.24 and the greater of the average closing price
for IDT common stock on each of the 20 trading days preceding August 1, 1995 and
$0.75 per share. The consideration reset will be payable, at the option of the
Company, in either 8% preferred stock or IDT common stock, or a combination
thereof. The deferred consideration represented by the delivery of the
aforementioned IDT shares has been reflected as contingent purchase
consideration.
A summary of the consideration paid follows ($000's):
<TABLE>
<S> <C>
Common stock purchased for cash $ 624
82,267 shares of 8% Cumulative convertible 4,133
preferred stock
2,752,900 common shares of IDT with a 6,167
guaranteed per share value of $2.24 1,500
------
Expenses associated with the acquisition $12,404
========
</TABLE>
The Adience acquisition has been accounted for using the purchase method,
and accordingly, Adience's results of operations are included in the Company's
consolidated results on a prospective basis from the date of the acquisition.
The total purchase price for the acquisition (including expenses) amounted to
approximately $12.4 million and has been allocated to the fair market value of
Adience's assets and liabilities as of the acquisition date resulting in
goodwill of approximately $40.7 million. Goodwill is being amortized on a
straight line basis over 30 years.
Unaudited condensed pro forma results of operations which give effect to
the acquisition as if it occurred on May 1, 1993 are presented below. The pro
forma results of operations for the nine months ended January 31, 1994 include
the results of Adience for the nine month period from July 1, 1993 through March
31, 1994. Such period reflects the pro forma results of operations post
emergence from a prepackaged bankruptcy plan consummated on June 30, 1993. The
pro forma amounts reflect acquisition related purchase accounting adjustments,
including adjustments to depreciation and amortization expense. The pro forma
financial information does not purport to be indicative of either the results of
operations that would have occurred had the acquisition taken place at the
beginning of the periods presented or of future results of operations. The
allocation of the
12
<PAGE>
purchase price for Adience reflected in the consolidated financial statements
and in the pro forma information is based on preliminary appraisals and
estimations. Accordingly, the final recording of the purchase can be expected
to differ from that reflected herein.
<TABLE>
<CAPTION>
Pro Forma (Unaudited)
Nine Months Ended January 31,
-----------------------------
1995 1994
---- ----
Net Sales (In thousands, except per share data)
<S> <C> <C>
$193,041 $171,627
(Loss) from continuing operations
before income taxes (4,540) (13,263)
(Loss) from continuing operations (4,772) (13,263)
(Loss) from discontinued operations (4,868) (24,290)
Net (loss) (9,640) (37,600)
(Loss) per share of common stock:
Continuing operations (0.31) (0.78)
Discontinued operations (0.27) (1.37)
Net (loss) ($0.58) ($2.15)
</TABLE>
Debt assumed or issued as a result of the acquisition of Adience and
related financing and included in the accompanying balance sheet as of January
31, 1995 consisted of the following ($000's):
<TABLE>
<S> <C>
Short term borrowings:
13.5% Senior Subordinated Notes (face value $ 20,711
$21,000) (a) Revolving credit loan (b) 11,962
------
$ 32,673
Long term debt: ======
11% Senior Secured Notes due in 2002 (face $ 45,370
value $49,079) (c) 569
Capital lease obligations 1,186
------
Other long-term liabilities 47,125
Less: current maturities 661
------
$ 46,464
======
</TABLE>
(a) On January 6, 1995 the Company issued $21,000,000 face amount of 13.5%
Subordinated Secured Notes ("Notes") due January 5, 1996. The Notes are secured
by the pledge of $25 million in APV 8% Preferred Stock owned by the Company.
The Notes were issued at a discount of 1.5% which will be accreted as a charge
to interest expense through maturity.
13
<PAGE>
(b) The revolving credit loan represents borrowings by Adience under a
credit facility. The facility remains in effect from year to year unless
terminated upon sixty days written notice by either party prior to the renewal
date (June 30, 1995). The facility may not exceed $14 million or available
collateral (85% of eligible accounts receivable and 30%-50% of eligible
inventory). The loan is collateralized by Adience's accounts receivable,
inventory, fixed assets, intangible assets and common stock of IDT. In addition,
IDT has guaranteed the Adience line of credit and has pledged as collateral its
own accounts receivable inventory and equipment. Interest on the outstanding
balance is based on 2.5% over the prime rate. Letters of credit issued under
the facility totalled $200,000 at January 31, 1995, which reduced the
availability under the financing arrangement in a like amount.
(c) The 11% Senior Secured Notes ("Secured Notes") due in 2002 are
redeemable at the option of Adience after December 15, 1997 and pay interest
semi-annually on June 15 and December 15. The Secured Notes are secured by a
second lien on the assets of Adience, including the stock of IDT. The Secured
Notes include certain restrictive covenants which, among other things, limit
the sale of assets, restricts the payment of dividends and places limits on
additional indebtedness.
The aggregate maturities of Adience's long-term debt for the period
through April 30, 1995 and the five years thereafter are as follows ($000's):
<TABLE>
Fiscal Year Amount
----------- ------
<S> <C>
1995 $ 173
1996 615
1997 510
1998 360
1999 93
2000 4
Thereafter $49,079
</TABLE>
In connection with the acquisition, the Company incurred costs exploring
various financing alternatives related to the Adience indebtedness which
resulted in a charge to other income and expense of $484,000.
7. Discontinued Operations
The Company intends to distribute a substantial portion of its common
equity ownership of the information display group, consisting of APV,
Posterloid and IDT (subject to the completion of the merger of IDT, APV and
Posterloid), to its stockholders. The distribution is expected to be completed
in the next six months. As a result of the planned distribution, the Company's
consolidated financial statements and notes thereto have been reclassified to
reflect the operations of APV and Posterloid as discontinued. The investment in
IDT, which was acquired with Adience, has been included in long-term investments
and other assets as an asset held for disposition.
The results of operations of APV and Posterloid are presented in the
Consolidated Statement of Operations under the caption "(Loss) from Discontinued
Operations". The results presented
14
<PAGE>
below, include the historical results of APV and Posterloid for the nine
month periods ended January 31, 1995 and 1994. Included in the 1995 nine
month results is a $1.9 million provision to reflect management's estimate of
operating losses through the dispostion date, largely in connection with
research and development expenditures at APV, expected to be incurred from
January 31, 1995 to the expected date of distribution. No gain or loss is
expected to be recognized on the distribution pursuant to the accounting
requirements for a distribution of this nature to stockholders.
<TABLE>
<CAPTION>
Nine Months ended
January 31,
1995 1994
---- ----
(In thousands)
Statement of Operations
-----------------------
<S> <C> <C>
Net sales $3,664 $4,138
Operating (loss) (4,737) (20,450)
Net (loss) (4,868) (24,290)
</TABLE>
The assets and liabilities of APV and Posterloid as of January 31, 1995 and
April 30, 1994, included in the Consolidated Balance Sheets as net assets
(liabilities) of discontinued operations are:
<TABLE>
<CAPTION>
January 31, April 30,
1995 1994
---- ----
(In thousands)
BALANCE SHEETS
<S> <C> <C>
Cash $ 185 $ 23
Accounts receivable, net 648 606
Inventories 470 470
Prepaid expenses and other assets 613 604
Current portion of long-term debt (75) (70)
Accounts payable (638) (740)
Estimated loss through expected date of disposition (1,914) (1,048)
Accrued expenses (1,025) (1,048)
------- ------
Net current liabilities of discontinued operations ($1,736) ($ 155)
======= =======
Property, plant and equipment , net $1,832 $1,990
Long-term investments and other assets 433 223
Goodwill, net 4,162 4,271
Long-term debt (1,801) (1,864)
Other long-term liabilities (940) (865)
----- -----
Net noncurrent assets of discontinued operations $3,686 $3,755
====== ======
</TABLE>
The Company expects that through the Date of Distribution cash
requirements relating to APV's Development Activities will be funded by
the Company and be applied as a reduction in the amount owing to IDT
currently reflected in other long-term liabilities.
8. Preferred Stock
On December 21, 1994 and January 6, 1995 the Company issued 82,267 shares
and 160,000
15
<PAGE>
shares, respectively, of a new series of 8% Cumulative Convertible Senior
Preferred Stock ("8% Preferred"). The shares were issued in connection
with the acquisition of Adience and in exchange for 1,000,000 shares of the
Company's common stock. The 8% Preferred ranks senior to the 9% Cumulative
Convertible Preferred Stock but junior to the issued and outstanding 8 1/2%
Cumulative Convertible Senior Preferred Stock and 9% Cumulative Convertible
Senior Preferred Stock. Each share is convertible at any time into shares of
Company common stock at a conversion price of $7.75 (subject to customary
adjustment) and may be redeemed by the Company at $50 per share plus accrued
dividends, if any, at any time after the third anniversary of the date of
issuance. The 8% Preferred will be entitled to that number of votes per share
equal to the number of shares of Company common stock into which the shares are
initially convertible. In addition, holders of the 8% Preferred are entitled
to vote as a separate class in the event of a proposal to (i) amend any of the
principal terms of the 8% Preferred; (ii) authorize, create, issue or sell any
class of stock senior to, or on parity with, the 8% Preferred as to dividends or
liquidation preference; or (iii) merge into or consolidate with, or sell all or
substantially all of the assets of the Company to, another entity. The holders
of not less than 66 2/3% of the 8% Preferred must approve any transaction that
is subject to the class voting rights.
9. Legal Proceedings and Environmental
Together with various parties, the Company has been named as a defendant in
a lawsuit filed by the State of New York in Federal district court relating to
the release of hazardous chemicals at a landfill near Rochester, New York. New
York alleges that the Company, as a corporate successor to an entity which
allegedly disposed of hazardous substances, is liable for payment of costs and
expenses incurred or to be incurred by the State of New York for remediation.
The Company has filed a motion for summary judgement dismissing the case against
the Company. This action is in an early stage. Management believes that it has
strong defenses to this action and it has indemnification rights with respect to
liabilities, if any, relating to this matter from the seller of the assets.
However, there can be no assurance that an adverse outcome in this case would
not have a material adverse effect on the Company's consolidated financial
position or results of operations.
In February 1992, IDT was cited by the Ohio Environmental Protection Agency
(the "Ohio EPA") for violations of Ohio's hazardous waste regulations, including
speculative accumulation of waste (holding waste on-site beyond the legal time
limit) and illegal disposal of hazardous waste on the site of its Alliance, Ohio
facility.
In December 1993, IDT and Adience signed a consent order with the Ohio EPA
and the Ohio Attorney General which required IDT and Adience to pay to the State
of Ohio a civil penalty and to remediate the site in accordance with specified
cleanup goals. In addition, the consent order requires the payment of
stipulated penalties of up to $1,000 per day for failure to satisfy certain
requirements of the consent order including milestones in the closure plan. In
October 1994, IDT and Adience filed a proposed amendment to the consent order
which would allow IDT and Adience to establish risk-based cleanup goals, an
approach which has been approved by the Ohio EPA for other contaminated sites.
If the Ohio EPA approves this proposed amendment, use of this approach is
expected to reduce the extent and cost of remediation required at this site.
The Ohio EPA has not yet responded to this proposed amendment. At January 31,
1995, environmental accruals amounted to $500,000 which represents management's
estimate of the amounts remaining to be incurred in this
16
<PAGE>
matter, including the costs of effecting the closure plan, bonding and insurance
costs, penalties and legal and consultants' fees. If the Ohio EPA does not
accept the proposed amendment to the consent order, the cost of the remediation
may exceed the amounts currently accrued.
Adience's J.H. France unit has been named as a party in approximately 8,000
pending lawsuits principally by employees and former employees of certain
customers of J.H. France, alleging that a plastic insulating cement manufactured
more than 20 years ago by J.H. France, caused asbestosis or silicosis in such
persons. Such lawsuits typically involve multiple defendants and seek monetary
damages ranging from $20,000 each to $1,000,000 each. J.H. France and its
insurance carriers have historically settled these lawsuits typically for an
average amount per case of less than the minimum amount stated. Punitive
damages have also been claimed in some cases.
In addition to the lawsuits against J.H. France, Adience has been named a
party in approximately 250 pending lawsuits filed in the States of Pennsylvania,
Ohio, Michigan and West Virginia, principally by employees and former employees
of certain customers of Adience alleging that products produced by Adience
caused silicosis, in such persons. The majority of such lawsuits involve
multiple defendants and seek unstated monetary damages ranging from $20,000 each
to $1,000,000 each. Adience and its insurance carriers have historically
settled these lawsuits for an average amount per case of less than the minimum
amount stated.
All such claims and all costs of defense for these cases are covered by
insurance. The insurance companies which had issued policies covering the J.H.
France cases had asserted that each insurance company was only responsible for a
pro rata share of the liability in these cases, based upon the number of years
for which the carriers provided coverage during the period of the exposure,
development and manifestation of each plaintiff's asbestosis of silicosis. In
June 1993, the Supreme Court of Pennsylvania held that the insurance policies
covering the claims in these J.H. France cases covered liabilities and defense
costs up to the amounts of the limits of the respective policies, without regard
to the period of time said policies were in effect. As a result of this
judicial determination and based upon Adience's experience in obtaining
dismissals or settlements in closed cases, Adience anticipates, although no
assurance can be given, that the expected costs and liabilities in all pending
cases will be adequately covered by insurance. Adience believes that the
aggregate limits on the insurance policies in effect exceed the potential
liabilities and defense costs which will be incurred in the 8,000 J.H. France
cases and the other 250 cases, for which the scope of coverage has never been
an issue.
10. Related Party Transactions
In March 1994, Steib & Co. ("Steib"), a New York investment partnership
in which two Alpine officers have a majority interest, purchased 5.8% of
Adience common stock at a price 20% higher than paid by the Company for its
purchase of 4.9% of Adience' common stock in December 1993. In January 1995
following completion of the Company's purchase of a further 82.3% of Adience'
common stock, including the common stock owned by Steib, the Company reimbursed
Steib for cost incurred by Steib in connection with its investment in Adience
common stock which, in turn, was purchased by the Company. In connection with
these transactions Steib agreed to terminate a 3 year adviosry agreement with
Adience and voluntarily surrender options to purchase 7.2% of Adience at $1.25
per share.
17
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
RESULTS OF OPERATIONS - FOR THE FISCAL PERIODS
ENDED JANUARY 31, 1995 AND 1994
INTRODUCTION
The Alpine Group, Inc. ("Alpine" or the "Company") is a holding company
with continuing operations conducted in the telecommunications cable and wire
industry through Superior TeleTec Inc. ("Superior"), the defense and commercial
electronics industry through DNE Technologies, Inc. ("DNE"), and the
refractories industry through Adience, Inc. ("Adience"). The Company acquired
Adience on December 21, 1994 and Superior on November 10, 1993. As a result of
these transactions, Adience's and Superior's operating results are included in
the consolidated operating results on a prospective basis from the respective
acquisition dates.
As described in Note 5 to the Consolidated Financial Statements and as
discussed under the "Discontinued Operations" caption herein, the operations of
the Company's information display segment, which includes Alpine PolyVision,
Inc. ("APV"), Posterloid Corporation ("Posterloid"), and Information Display
Technology, Inc. ("IDT" - a subsidiary of Adience) have been reclassified as
discontinued pursuant to a plan to distribute a substantial portion of the
ownership of these entities to the Company's stockholders.
18
<PAGE>
The following table summarizes, for the periods presented, the operating
results for each of Alpine's respective industry segments.
<TABLE>
<CAPTION>
Nine Months Ended Three Months Ended
January 31, January 31,
------------------- -------------------
<S> <C> <C> <C> <C>
1995 1994 1995 1994
Net sales
Superior $ 96,227 $17,763 $30,513 $17,763
DNE 21,921 16,731 7,753 4,253
Adience 7,634 - 7,634 -
-------- -------- ------- -------
Consolidated $125,782 $ 34,494 $45,900 $22,016
Gross profit
Superior $ 9,651 $ 1,187 $ 2,959 $ 1,187
DNE 6,380 6,505 2,109 1,736
Adience 1,287 - 1,287 -
-------- -------- ------- -------
Consolidated $ 17,318 $ 7,692 $ 6,355 $ 2,923
Gross margin percentage
Superior 10.0% 6.7% 9.7% 6.7%
DNE 29.1% 38.9% 27.2% 40.8%
Adience 16.9% - 16.9% -
-------- -------- ------- -------
Consolidated 13.8% 22.3% 13.8% 13.3%
Selling, general and administrative
expenses
Superior $ 3,676 $ 850 $ 1,250 $ 850
DNE 3,873 4,021 1,181 1,096
Adience 1,572 - 1,572 -
Corporate 2,144 2,681 804 1,623
-------- -------- ------- -------
Consolidated $ 11,285 $ 7,552 $ 4,807 $3,569
Research, development and
engineering
DNE $ 1,015 $ 1,237 $ 340 $ 401
-------- -------- ------- -------
Amortization of goodwill and other
intangible charges
Superior $ 766 $ 188 $ 255 $ 188
DNE - 1,753 - 1,591
Adience 113 - 113 -
Corporate - 95 - 31
-------- -------- ------- -------
Consolidated $ 879 $ 2,036 $ 368 $ 1,810
Operating income (loss)
Superior $ 5,113 $ 149 $ 1,428 $ 149
DNE 1,492 (506) 588 (1,352)
Adience (398) - (398) -
Corporate (2,068) (2,776) (778) (1,654)
-------- -------- ------- -------
Consolidated $ 4,139 ($ 3,133) $ 840 ($2,857)
</TABLE>
<TABLE>
<CAPTION>
1995 1994
----------- -----------
<S> <C> <C>
NET SALES:
Nine Months $125,782,000 $34,494,000
Quarter 45,900,000 22,016,000
</TABLE>
For the nine months and quarter ended January 31, 1995 net sales increased
by $91.3 million and $23.9 million, respectively, as compared to the same
periods in fiscal 1994. The increase was primarily due to the inclusion of
Superior's sales which on an incremental basis were approximately $78.5 million
and $12.8 greater than the prior year nine month and quarterly periods,
respectively. Superior's comparative sales increase for the January 1995
quarterly period included approximately
19
<PAGE>
$8.2 million of higher sales which was due to the inclusion of Superior's
results for only a portion of the January 1994 quarterly period and for the
pass through in the form of increased sales prices of higher copper costs. The
remainder of Superior's comparative sales increase for the quarter ended
January 31, 1995 of $4.6 million was the result of increased sales of
telephone distribution, high performance and premise wire products, and
higher levels of demand for telephone cable products. In addition, Adience
contributed sales of $7.6 million from the date of its acquisition
(December 21, 1994) and DNE contributed revenues of $5.2 million, an
increase of 31%, for the 1995 nine month period and $3.5 million, an
increase of 82.3%, for the quarter ended January 31, 1995. The increase
in DNEs revenues resulted from the expansion of its contract manufacturing
activities.
<TABLE>
<CAPTION>
1995 1994
----------- -----------
<S> <C> <C>
Gross Profit:
Nine Months $17,318,000 $7,692,000
Quarter 6,355,000 2,923,000
Gross Margin Percentage:
Nine Months 13.8% 22.3%
Quarter 13.8% 13.3%
</TABLE>
For the nine months and quarter ended January 31, 1995 gross profit
increased by $9.6 million and $3.4 million, respectively. The increase was
primarily to the inclusion of Superior's and Adience's operations. Superior
generated a gross profit for the nine months and quarter ended January 31,
1995 of $9.7 million and $3.0 million, respectively as compared to $1.2
million for the corresponding periods in fiscal 1994 (which included
approximately 2.5 months of Superior's operating results). Superior's gross
margin percentage for the nine months and quarter ended January 31, 1995
was 10.0% and 9.7%, respectively as compared to 6.7% for the corresponding
periods in fiscal 1994. The comparative improvement in Superior's gross
profit percentage resulted from improved product mix, more efficient
production due to higher manufacturing levels, and the stabilization of
market prices. Adience generated a gross profit of $1.3 million during the
quarter ended January 31, 1995 at a gross margin percentage of 16.9%. For
the nine month and quarter ended January 31, 1995, DNE's comparative gross
margin percentage declined to 29.1% (from 38.9%) and to 27.2% (from 40.8%),
respectively as a result of a greater proportion of DNE's securities being
attributable to exceptional lower gross margins in percentage was caused by
the aforementioned increase in contract manufacturing revenues which typically
generate lower gross margins as compared to DNE's other product lines.
20
<PAGE>
<TABLE>
<CAPTION>
Selling, General and
Administrative Expense 1995 1994
- ------------------------ ----------- --------------
<S> <C> <C>
("SG&A expense"):
Nine Months $11,285,000 $7,552,000
Quarter 4,807,000 3,569,000
</TABLE>
The comparative increase in SG&A expense for the 1995 nine month and
quarterly periods was due primarily to the inclusion of Superior and Adience
operations which included incremental SG&A expense of approximately $2.8
million ($400,000 for the 1995 quarterly period) and $1.6 million,
respectively. Partially offsetting the increased SG&A expense associated with
the acquisition and operations of Superior and Adience, was a comparative
reduction in corporate SG&A expense of $537,000 and $819,000 for the 1995 nine
month and quarterly periods, respectively which was due to certain
non-recurring reorganization and retirement obligation accruals recorded
during the January 1994 quarterly period.
<TABLE>
<CAPTION>
1995 1994
---------- ------------
<S> <C> <C>
Operating Income (Loss):
Nine Months $4,139,000 ($3,133,000)
Quarter 840,000 ( 2,857,000)
</TABLE>
The improvement in operating results for both the nine months and quarter
ended January 31, 1995, as compared to the same period in fiscal 1994, resulted
from a number of factors, including an increase in incremental contribution
from Superior (a comparative increase of approximately $5.0 million for the
1995 nine month period and approximately $1.3 million for the 1995 quarterly
period) and the impact of an approximate $1.5 million write off of an
intangible asset and approximately $900,000 in other non-recurring charges for
reorganization and other reserves recorded during the January 1994 quarterly
period.
<TABLE>
<CAPTION>
1995 1994
---------- ----------
<S> <C> <C>
Interest Expense:
Nine Months $4,213,000 $1,339,000
Quarter 2,188,000 775,000
</TABLE>
The increase in interest expense for the nine month and quarter ended
January 31, 1995 of $2.9 million and $1.4 million, respectively, as compared to
the same periods in fiscal 1994 was due to incremental interest expense
associated with the Superior and Adience acquisitions and the impact of $21.0
million of short term borrowings incurred at the corporate level in January
1995.
<TABLE>
<CAPTION>
1995 1994
-------- --------
<S> <C> <C>
Other Expense:
Nine Months $669,000 $415,000
Quarter 640,000 367,000
</TABLE>
The comparitive increase in other expenses for the nine months and
quarter ended January 31, 1995 is largely due to the write off of
expenses included in connection with a long term debt placement transaction
pending during the quarter ended January 31, 1995. The company anticipates
a superceding financial transaction in fiscal 1996.
21
<PAGE>
Other expense during the 1994 fiscal periods
resulted primarily from valuation reserves for certain real estate
classified in long-term investments.
<TABLE>
<CAPTION>
1995 1994
-------- ---------
<S> <C> <C>
Income Tax Expense:
Nine Months $232,000 -
Quarter - -
</TABLE>
The Company did not incur any Federal income tax expense (benefit) during
the nine month and quarterly periods ended January 31, 1995 or 1994 due to
existing net operating loss carryforwards for the nine months ended January 31,
1995. Tax expense is for state income tax.
DISCONTINUED OPERATIONS
As described in Note 5 to the Condensed Consolidated Financial Statements,
the Company intends to merge IDT (a subsidiary of Adience) with APV and
Posterloid. Subsequent to the merger the Company plans to distribute a
substantial majority of its investment in the merged company ("PolyVision
Corp.") to its stockholders. This distribution is intended to reduce the
Company's investment in the common stock of PolyVision Corp to less than 20%.
As a result of the planned distribution, the operations of APV and Posterloid
have been reported as discontinued operations in the historical
Consolidated Financial Statements.
For the nine month period ended January 31, 1995 and 1994 losses from
discontinued operations were $4.9 million and $29.3 million, respectively,
including a $1.9 million provision recorded in the quarter ended October 31,
1994 to reflect estimated operating losses to be incurred through the
distribution date, and a non-cash charge of $21.7 million recorded during the
1994 nine month period related to purchased R&D charges of APV.
FINANCIAL CONDITION AND LIQUIDITY
During the nine months ended January 31, 1995, the Company generated $1.0
million in cash flow from operations, including $3.6 million from continuing
operations, offset by $2.6 million used for discontinued operations. Cash used
for investing activities of $17.4 million included capital expenditures of $1.7
million, an increase in marketable securities of $16.2 million and net cash
provided of $1.1 million as a result of the Adience acquisition. Cash provided
by financing activities of $18.1 million during the January 1995 nine month
period included $21.9 million in additional borrowings (including short term
borrowings and borrowings under revolving credit facilities), partially offset
by $3.1 million in term loan repayments and $463,000 for preferred stock
dividends and open market repurchases of Company common stock.
The Company's three principal operating subsidiaries (Superior, DNE and
Adience) maintain separate bank lines and credit facilities which are used to
fund the respective operating subsidiary's operations and commitments.
22
<PAGE>
Superior's bank credit facility at January 31, 1995 consisted of a $5.8
million term loan (including annual principal amortization of $1.6 million) and
a $28.0 million revolving credit facility (of which $19.3 million was
outstanding at January 31, 1995). As of January 31, 1995, Superior had
approximately $4.0 million of undrawn collateral-based availability. Superior
has historically generated cash flow exceeding its debt service operating and
capital expenditures requirements and its anticipated that this will continue
into the foreseeable future.
DNE has a $4.0 million revolving credit facility of which $1.0 million was
outstanding at January 31, 1995 with an additional $1.6 million of undrawn
collateral based availability. DNE is also indebted under a $5.4 million
mortgage loan (with annual principal payments of $186,000) and under a $2.5
million subordinated note, due in eight equal semi-annual installments from
August 1995 through February 1999. DNE has historically generated operating
cash flow exceeding its debt service and capital expenditure requirements and
it is anticipated that this will continue into the foreseeable future.
As on December 1, 1994, the Company acquired 82.3% of the outstanding
common stock of Adience. Adience's principal debt structure includes a
$14.0 million revolving credit facility (maturing in June 1995), of which
approximately $11.9 million was outstanding at January 31, 1995 with
approximately $1.0 million of undrawn collateral-based availability, and a
$49.1 million face value ($45.4 recorded amount) of outstanding 11% Senior
Secured Notes ("Senior Notes") which includes semi-annual interest
payments and is due in 2002. An agreement between the Company and 0%
(face value) of the Senior Notes has been reached whereby $44.1 million
face value of the Senior Notes can be exchanged for $35.3 million in cash,
1,002,341 common shares of IDT and 44,912 shares of 8% Cumulative Convertible
Preferred Stock of the Company with a liquidation preference of $50 per
share. If the exchange does not occur prior to March 31, 1995, the Agreement
may be terminated by either the Company or the Senior Note holders. Adience
is currently in the process of a restructuring which is expected to result
in reduced operating costs and improved profitability. It is anticipated
that upon the completion of such restructuring Adience will generate sufficient
cash flow from operations to service its debt and meet its other ongoing
commitments. The cost of the restructuring is expected to approximate $3.0
million with such funds being supplied from Adience's existing cash and credit
availability and from corporate cash resources, to the extent of any shortfall.
The Company currently has not guaranteed any of Adience's debt or any of its
other commitments.
In addition to debt owed at the subsidiary level as of January 31, 1995,
the Company had $2.7 million in debt due June 1996 and $21 million of short-term
Notes due January 1996. The Company intends to complete a long-term financing
during 1995 to consolidate and refinance its overall capital structure including
short-term notes. Should the long-term financing not be completed, the Company
believes it can extend the maturity of the $21 million short term notes. As of
January 1995, certain bank restrictions were removed which will allow the
Company's Superior subsidiary distributive to the Company, a majority of its
excess cash flow (after debt service) resulting in additional corporate
liquidity level.
As discussed in Note 7, the Company intends to merge its APV and
Posterloid subsidiaries with IDT and distribute to its stockholders a
substantial portion of its common equity ownership interest in the combined
entity ("PolyVision Corp."). This transaction, including the distribution, is
23
<PAGE>
expected to be concluded in the next six months. Through the date of the
distribution, cash requirements relating to the merged entity including the APV
development activities are expected to approximate $3.0-$5.0 million. The
Company will not have any commitment to fund the ongoing operations of
PolyVision Corp. after the distribution.
The Company intends to pursue a long-term financing in 1995 to provide for
a redemption at a discount of Adience's 11% Senior Secured Notes, to refinance
the $21.0 million corporate short-term note, as well as for other purposes as
deemed appropriate. Notwithstanding the successful completion of the
aforementioned long-term financing, the Company believes its projected capital
resources including availability under existing credit facilities and cash
reserves, combined with existing operating cash flow resources will be adequate
to fund the next twelve months of the Company's operating and capital
commitments.
24
<PAGE>
PART II. OTHER INFORMATION
ITEM 3. DEFAULTS ON SENIOR SECURITIES.
(a) None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits: None
(b) Reports of Form 8-K.
(i) On January 5, 1995 the Company filed a Current Report
on Form 8-K with the Commission reporting the
acquisition of Adience, Inc. On March 6, 1995 the
Company filed an amendment to the aforesaid Form 8-K to
include proforma financial statements.
25
<PAGE>
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.
THE ALPINE GROUP, INC.
(Registrant)
Date: March __, 1995 By: /s/ David S. Aldridge
-----------------------
David S. Aldridge
Chief Financial Officer
26
