-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, COkwDxaROZ/Y0PUFORUkX+BbC0H3gvKFxvwh1eXVNZjQKAVCr0XzYomtZ9V2GTqk 9y8Fx6wcMkG16J1IWesu3Q== 0000950124-01-500315.txt : 20010417 0000950124-01-500315.hdr.sgml : 20010417 ACCESSION NUMBER: 0000950124-01-500315 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010228 FILED AS OF DATE: 20010416 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RAWLINGS SPORTING GOODS CO INC CENTRAL INDEX KEY: 0000921915 STANDARD INDUSTRIAL CLASSIFICATION: [3949] IRS NUMBER: 431674348 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-24450 FILM NUMBER: 1602910 BUSINESS ADDRESS: STREET 1: 1859 INTERTECH DR CITY: FENTON STATE: MO ZIP: 63026 BUSINESS PHONE: 3143493500 MAIL ADDRESS: STREET 1: 1859 INTERTECH DR CITY: FENTON STATE: MO ZIP: 63026 10-Q 1 c61704e10-q.txt FORM 10-Q 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 February 28, 2001 ------------------ Commission file number 0-24450 RAWLINGS SPORTING GOODS COMPANY, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 43-1674348 (State or Other Jurisdiction (I.R.S. Employer Of Incorporation or Organization) Identification No.) 1859 Intertech Drive, Fenton, Missouri 63026 (Address of Principal Executive Offices) (Zip Code) (636) 349-3500 (Registrant's Telephone Number, Including Area Code) Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the 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 --- --- Number of shares outstanding of the issuer's Common Stock, par value $0.01 per share, as of March 31, 2001: 7,989,715 shares. 2 Part I. FINANCIAL INFORMATION Item 1. Financial Statements Rawlings Sporting Goods Company, Inc. and Subsidiaries Consolidated Statements of Income (Amounts in thousands, except per share data) (Unaudited)
Quarter Ended Six Months Ended February 28, February 28, ------------------------------------------------------ 2001 2000 2001 2000 ------------------------------------------------------ Net revenues........................................................ $65,799 $63,728 $102,482 $97,702 Cost of goods sold.................................................. 44,317 42,923 69,479 66,246 ------------------------------------------------------ Gross profit................................................... 21,482 20,805 33,003 31,456 Selling, general and administrative expenses........................ 11,956 11,732 22,806 21,586 Unusual (income) expense............................................ 82 238 (972) 1,497 ------------------------------------------------------ Operating income............................................... 9,444 8,835 11,169 8,373 Interest expense, net............................................... 1,308 1,651 2,380 3,227 Other expense, net.................................................. 69 63 173 151 ------------------------------------------------------ Income from continuing operations before income taxes.......... 8,067 7,121 8,616 4,995 Provision for income taxes.......................................... 2,868 2,635 3,071 1,848 ------------------------------------------------------ Income from continuing operations before extraordinary item.... 5,199 4,486 5,545 3,147 Loss from operations of discontinued segment, net of tax............ - (609) - (856) ------------------------------------------------------ Income before extraordinary item............................ 5,199 3,877 5,545 2,291 Extraordinary item, net of tax...................................... - (646) - (646) ------------------------------------------------------ Net income.......................................................... $ 5,199 $ 3,231 $ 5,545 $ 1,645 ====================================================== Net income (loss) per common share, basic and diluted: Continuing operations.......................................... $ 0.65 $ 0.57 $ 0.69 $ 0.40 Discontinued segment........................................... - (0.08) - (0.11) Extraordinary item............................................. - (0.08) - (0.08) ------------------------------------------------------ Net income .................................................... $ 0.65 $ 0.41 $ 0.69 $ 0.21 ====================================================== Shares used in computing per share amounts: Basic.......................................................... 8,013 7,934 8,006 7,928 Assumed exercise of stock options.............................. - 2 1 2 ------------------------------------------------------ Diluted........................................................ 8,013 7,936 8,007 7,930 ======================================================
The accompanying notes are an integral part of these consolidated statements. 2 3 Rawlings Sporting Goods Company, Inc. and Subsidiaries Consolidated Balance Sheets (Amounts in thousands, except share data)
February 28, 2001 August 31, (Unaudited) 2000 -------------------- ------------------ Assets - ------ Current Assets: Cash and cash equivalents ............................... $ 791 $ 1,424 Accounts receivable, net of allowance of $2,634 and $2,561 respectively ....................... 65,383 28,246 Inventories ............................................. 44,959 38,100 Deferred income taxes ................................... 6,079 6,079 Prepaid expenses ........................................ 826 819 Net assets of discontinued segment ...................... 904 2,624 --------- --------- Total current assets ................................ 118,942 77,292 Property, plant and equipment .............................. 7,490 8,873 Deferred income taxes ...................................... 17,842 20,802 Other assets ............................................... 1,254 1,211 Net noncurrent assets of discontinued segment .............. 477 547 --------- --------- Total assets ........................................ $ 146,005 $ 108,725 ========= ========= Liabilities and Stockholders' Equity - ------------------------------------ Current liabilities: Current portion of long-term debt and revolving credit agreement .......................... $ 63,542 $ 37,178 Accounts payable ........................................ 20,996 13,804 Accrued liabilities ..................................... 11,640 10,729 --------- --------- Total current liabilities ........................... 96,178 61,711 Long-term debt, less current maturities .................... 5,875 8,404 Other long-term liabilities ................................ 9,291 9,291 --------- --------- Total liabilities ................................... 111,344 79,406 --------- --------- Stockholders' equity: Preferred stock, none issued ............................ - - Common stock, $0.01 par value, 50,000,000 shares authorized, 7,984,893 and 7,946,338 shares issued and outstanding, respectively ......... 80 79 Additional paid-in capital .............................. 31,023 30,798 Stock subscription receivable ........................... (1,421) (1,421) Cumulative other comprehensive loss ..................... (1,897) (1,468) Retained earnings ....................................... 6,876 1,331 --------- --------- Stockholders' equity .................................... 34,661 29,319 --------- --------- Total liabilities and stockholders' equity .......... $ 146,005 $ 108,725 ========= =========
The accompanying notes are an integral part of these consolidated balance sheets. 3 4 Rawlings Sporting Goods Company, Inc. and Subsidiaries Consolidated Statements of Cash Flow (Amounts in thousands) (Unaudited)
Six Months Ended February 28, --------------------------------------- 2001 2000 ----------------- ------------------ Cash flows from operating activities: Net income ............................................................. $ 5,545 $ 1,645 Add loss from discontinued segment ..................................... - 856 Add extraordinary item ................................................ - 646 -------- -------- Income from continuing operations ...................................... 5,545 3,147 Adjustments to reconcile income from continuing operations to net cash used in continuing operations: Depreciation and amortization ...................................... 1,163 1,528 Gain on sale of Springfield distribution center .................... (1,115) - Changes in operating assets and liabilities: Accounts receivable ................................................ (37,137) (37,847) Inventories ........................................................ (6,859) (8,149) Accounts payable ................................................... 7,192 16,905 Other .............................................................. 2,847 4,546 -------- -------- Net cash used in continuing operations ...................................... (28,364) (19,870) Net cash provided by discontinued segment ................................... 1,814 3,795 -------- -------- Net cash used in operating activities ....................................... (26,550) (16,075) -------- -------- Cash flows from investing activities: Capital expenditures of continuing operations .......................... (496) (538) Capital expenditures of discontinued segment ........................... (24) (61) Proceeds from sale of Springfield distribution center .................. 2,376 - -------- -------- Net cash provided by (used in) investing activities ......................... 1,856 (599) -------- -------- Cash flows from financing activities: Net increase in short-term borrowings .................................. 26,364 17,989 Repayments of long-term debt ........................................... (2,529) (34) Issuance of common stock ............................................... 226 178 -------- -------- Net cash provided by financing activities ................................... 24,061 18,133 -------- -------- Net increase (decrease) in cash and cash equivalents ........................ (633) 1,459 Cash and cash equivalents, beginning of period .............................. 1,424 904 -------- -------- Cash and cash equivalents, end of period .................................... $ 791 $ 2,363 ======== ========
The accompanying notes are an integral part of these consolidated statements. 4 5 Rawlings Sporting Goods Company, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Note 1: Summary of Significant Accounting Policies. The accompanying unaudited interim consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission pertaining to interim financial information and do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. These financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company's Form 10-K for the year ended August 31, 2000 filed on December 12, 2000. In the opinion of management, all adjustments consisting only of normal recurring adjustments considered necessary for a fair presentation of financial position and results of operations have been included therein. The results for the six months ended February 28, 2001 are not necessarily indicative of the results that may be expected for a full fiscal year. Note 2: Discontinued Segment On June 26, 2000 the Company made a strategic decision to seek a buyer for its Vic hockey business. Vic provides an extensive line of equipment for hockey including hockey sticks, hockey protective equipment and goalie protective equipment. While not complete as of February 28, 2001 the disposition of the Vic hockey business is expected to be completed during fiscal 2001. Vic hockey is accounted for as a discontinued segment, and accordingly, operating results and net assets are segregated in the Company's financial statements. The net current assets of this discontinued segment are primarily accounts receivable, inventory, accounts payable and accrued expenses. Net noncurrent assets are primarily property, plant and equipment. Operating results for the hockey business are included in the Consolidated Statements of Income as loss from discontinued segment through May 31, 2000. Operating results subsequent to May 31, 2000 have been included in the provision for operating losses during the phaseout period that was recorded during the third quarter of fiscal 2000. Results for the discontinued segment are as follows (in thousands): 5 6
Quarter Ended Six Months Ended February 28, February 28, --------------------------------------------------------- 2001 2000 2001 2000 --------------------------------------------------------- Net revenues ......................................................... $ 704 $ 1,624 $ 2,209 $ 3,644 ========================================================= Loss from operations of discontinued segment before income taxes ..... $ (952) $ (967) $(1,470) $(1,359) Benefit for income taxes ............................................. -- (358) -- (503) --------------------------------------------------------- Net loss from operations of discontinued segment ..................... $ (952) $ (609) $(1,470) $ (856) =========================================================
Note 3: Unusual (Income) Expense In connection with the relocation of distribution facilities to a new single location in Washington, Missouri, the Springfield, Missouri distribution center was sold in September 2000. The Company is currently leasing the Springfield distribution center from the buyer until the move to Washington can be completed in fiscal 2001. The gain on the sale of Springfield of $1,115,000 offset by $143,000 of redundant costs incurred during the move to Washington has been included as unusual income in the Consolidated Statement of Income for the six months ended February 28, 2001. Redundant costs of $82,000 incurred during the move to Washington has been included as unusual expense for the three months ended February 28, 2001. Unusual expenses in the six months ended February 29, 2000 included $759,000 for an early retirement program and $738,000 of costs associated with the Company's strategic review process. Unusual expense in the three months ended February 29, 2000 consisted of $238,000 of costs associated with the Company's strategic review process. Note 4: Inventories Inventories consisted of the following (in thousands):
February 28, August 31, 2001 2000 ---------------------- ----------------------- Raw materials ...................................... $11,161 $ 9,777 Work in process .................................... 1,141 900 Finished goods ..................................... 32,657 27,423 ------- ------- $44,959 $38,100 ======= =======
Note 5: Comprehensive Income For the three months ended February 28, 2001 comprehensive income was $5,167,000 compared with comprehensive income of $3,321,000 for the comparable prior year period. For the six months ended February 28, 2001 comprehensive income was $5,116,000 compared with comprehensive income of $1,820,000 for the six months ended February 29, 2000. 6 7 Note 6: Operating Segments Operating segments are components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company has identified operating segments based on internal management reports. Aggregation of similar operating segments into a single reportable operating segment is permitted if the businesses are considered to have similar long-term economic characteristics. The Company has four operating segments based on its product categories, which in applying the aggregation criteria have been aggregated into two reportable segments: Sports Equipment and Licensing. The sports equipment segment manufactures and distributes sports equipment and uniforms for team sports including baseball, basketball and football. The licensing segment licenses the Rawlings brand name on products sold by other companies, including products such as golf equipment, footwear, and activewear. There are no determinable operating expenses for the licensing segment. The accounting policies of the segments are the same as those for the Company. The revenues generated and long-lived assets located outside the United States are not significant and therefore, separate presentation is not required.
Quarter Ended Six Months Ended February 28, February 28, -------------------------------------------------------------------------------- 2001 2000 2001 2000 -------------------------------------------------------------------------------- Net revenues Sports equipment $64,338 $62,195 $100,056 $95,159 Licensing 1,461 1,533 2,426 2,543 -------------------------------------------------------------------------------- Consolidated net revenues $65,799 $63,728 $102,482 $97,702 ================================================================================ Operating income Sports equipment $ 7,983 $ 7,302 $ 8,743 $ 5,830 Licensing 1,461 1,533 2,426 2,543 -------------------------------------------------------------------------------- Consolidated operating income $ 9,444 $ 8,835 $ 11,169 $ 8,373 ================================================================================
February 28, August 31, 2001 2000 --------------------------------------- Total assets Sports equipment $143,699 $104,643 Licensing 925 911 Net assets of discontinued segment 1,381 3,171 --------------------------------------- Consolidated total assets $146,005 $108,725 =======================================
7 8 Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition Discontinued Segment On June 26, 2000, the Company made a strategic decision to seek a buyer for its Vic hockey business. Vic provides an extensive line of equipment for hockey including hockey sticks, hockey protective equipment and goalie protective equipment. The disposition of the Vic hockey business is expected to be completed during fiscal 2001. Vic hockey is accounted for as a discontinued segment, and accordingly, operating results and net assets are segregated in the Company's financial statements. RESULTS OF OPERATIONS Quarter Ended February 28, 2001 Compared with Quarter Ended February 29, 2000 Net revenues for the quarter ended February 28, 2001 were $65,799,000 or 3.2% higher than net revenues of $63,728,000 for the February 29, 2000 quarter. The increase in net revenues was primarily the result of increased sales of baseball-related products, up $1,201,000, and increased apparel sales, up $1,224,000, over last year. The Company's gross profit for the February 2001 quarter was $21,482,000 or 3.3% higher than the gross profit of $20,805,000 for the same period last year. The gross profit margin for both years was 32.6%. Selling, general and administrative (SG&A) expenses of $11,956,000 were 18.2% of net revenues which was .2 percentage points lower than the comparable prior year period. Unusual expense in the February 28, 2001 quarter represented redundant costs associated with the previously announced facilities consolidation. Unusual expense in the February 29, 2000 quarter consisted of costs associated with the Company's strategic review. Interest expense for the three months ended February 8, 2001 was $1,308,000 or 20.8% lower than interest expense of $1,651,000 last year. Lower average borrowings by $2,300,000 and lower average interest rates of 1.5 percentage points accounted for the decrease in interest expense. The $646,000 extraordinary charge in the February 29, 2000 quarter was due to the write-off of deferred financing costs associated with the early extinguishment of the previous credit facility. Net income from continuing operations for the quarter ended February 28, 2001 was $5,199,000 compared to $4,486,000 in the second quarter of fiscal 2000. Increased net revenues and lower interest expense were the primary reasons for the increase. 8 9 Net revenues from the discontinued segment for the three months ended February 28, 2001 were $704,000 or 56.7% lower than net revenues from the discontinued segment of $1,624,000 from the same quarter last year. Net loss from operations for the discontinued segment for the February 2001 quarter was $952,000 compared to a net loss of $609,000 for the February 2000 quarter. The increased loss from discontinued operations was primarily due to a $358,000 tax benefit recorded in the February 2000 quarter. Net loss before income taxes did not increase as a result of lower sales due to lower margin closeout sales in the February 2000 quarter. Six Months Ended February 28, 2001 Compared with the Six Months Ended February 29, 2000 Net revenues for the six months ended February 28, 2001 were $102,482,000 or 4.9% higher than the net revenues of $97,702,000 in the comparable six month period last year. The increase in net revenues was primarily the result of strong demand for baseball-related products where sales were up 3.6% over last year. Net revenues from basketballs were up $1,008,000, footballs were up $698,000 and apparel was up $674,000. The Company's gross profit for the six months ended February 28, 2001 was $33,003,000 or 4.9% higher than the gross profit of $31,456,000 for the comparable prior year period. The gross profit margin for both periods was 32.2%. SG&A expenses for the six months ended February 28, 2001 were $22,806,000 compared to $21,586,000 in the comparable prior year period. SG&A expenses were 22.3% of net revenues or .2 percentage points higher than the first six months of the prior year. The unusual income of $972,000 in the six months ended February 28, 2001 consisted of the $1,115,000 gain on the sale of the Springfield distribution center and $143,000 of redundant costs incurred during the previously announced facilities consolidation. Unusual expenses in the six months ended February 29, 2000 included $759,000 for an early retirement program and $738,000 of costs associated with the Company's strategic review process. Interest expense for the six months ended February 28, 2001 was $2,380,000 or 26.2% lower than the interest expense of $3,227,000 in the comparable prior year period. Lower average borrowings by $6,100,000 and lower average interest rates of 1.5 percentage points accounted for the decrease in interest expense. The $646,000 extraordinary charge in the six months ended February 29, 2000 was due to the write-off of deferred financing costs associated with the early extinguishment of the previous credit facility. Net income from continuing operations for the six months ended February 28, 2001 was $5,545,000 compared to $3,147,000 for the six months ended February 29, 2000. Increased net 9 10 revenues, the gain on the sale of the distribution center and prior year unusual expenses were the reasons for the increase. Net revenues from the discontinued segment for the six months ended February 28, 2001 were $2,209,000 compared to $3,644,000 for the same period last year. Net loss from operations of the discontinued segment totaled $1,470,000 compared to a net loss of $856,000 in the prior year. Lower net revenues and a $503,000 tax benefit recorded in fiscal 2000 were the reasons for the increased net loss. Liquidity and Capital Resources Working capital increased $7,183,000 during the six months ended February 28, 2001 primarily as a result of a seasonal increase in accounts receivable and inventories, offset by increases in short term borrowings under the revolving credit agreement and in accounts payable. Net cash used in operating activities for the six months ended February 28, 2001 was $26,550,000 or 65.2% higher than the $16,075,000 used in operating activities for the six months ended February 29, 2000. The increase was due to a lower increase in accounts payable this year compared to last year. Capital expenditures were $520,000 for the six months ended February 28, 2001. The Company expects capital expenditures for fiscal 2001 to be approximately $1,800,000. The Company had net borrowings, primarily related to seasonal working capital needs, of $23,835,000 in the six months ended February 28, 2001. This resulted in total debt of $69,417,000 as of February 28, 2001 or $314,000 higher than total debt of $69,103,000 as of February 29, 2000. Management believes that the Company's current credit facility is sufficient to adequately finance its existing and future operations. Seasonality Net revenues of baseball equipment and team uniforms are highly seasonal. Customers generally place orders with the Company for baseball-related products beginning in August for shipment beginning in November (pre-season orders). These pre-season orders from customers generally represent approximately 50 percent to 65 percent of the customers' anticipated needs for the entire baseball season. The amount of these pre-season orders generally determines the Company's net revenues and profitability between November 1 and January 31. The Company then receives additional orders (fill-in orders) which depend upon customers' actual sales of products during the baseball season (sell-through). Fill-in orders are typically received by the Company between February and May. These orders generally represent approximately 35 percent to 50 percent of the Company's sales of baseball-related products during a particular season. Pre-season orders for certain baseball-related products from certain customers are not required to be paid until early spring. These extended 10 11 terms increase the risk of collectibility of accounts receivable. The Company has made a concerted effort to reduce these extended term sales and as a result may have moved some sales to later months to avoid the extended term at the same time preserving the early spring dating. In addition, an increasing number of customers are on automatic replenishment systems; therefore, more orders are received on a ship-at-once basis. This change has resulted in shipments to the customer closer to the time the products are actually sold. This trend has and may continue to have the effect of shifting the seasonality and quarterly results of the Company with higher inventory and debt levels required to meet orders for immediate delivery. To offset these risks, the Company implemented in 1999 for the Spring 2000 season a Port of Entry (POE) program to encourage retailers to place early orders, as well as other changes in credit terms to reduce risk and debt levels. The sell-through of baseball-related products also affects the amount of inventory held by customers at the end of the season which is carried over by the customer for sale in the next baseball season. Customers typically adjust their pre-season orders for the next baseball season to account for the level of inventory carried over from the preceding baseball season. Football equipment and team uniforms are both shipped by the Company and sold by retailers primarily in the period between March 1 and September 30. Basketballs and team uniforms generally are shipped and sold throughout the year. Because the Company's sales of baseball-related products exceed those of its other products, Rawlings' business is seasonal, with its highest net revenues and profitability recognized between November 1 and April 30. Cautionary Factors That May Affect Future Results, Financial Condition or Business Statements made in this report, other reports and proxy statements filed with the Securities and Exchange Commission, communications to stockholders, press releases and oral statements made by representatives of the Company that are not historical in nature, or that state the Company's or management's intentions, hopes, beliefs, expectations, or predictions of the future, are "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and involve risks and uncertainties. The words "should," "will be," "intended," "continue," "believe," "may," "expect," "hope," "anticipate," "goal," "forecast" and similar expressions are intended to identify such forward-looking statements. It is important to note that any such performance, and actual results, financial condition or business could differ materially from those expressed in such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in this document as well as those discussed elsewhere in other reports filed with the Securities and Exchange Commission. The Company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes in future operating results, financial condition or business over time. The price of leather, which is a component of baseball-related products, has increased recently due to supply shortages caused by the hoof and mouth disease among cattle. If this problem continues, the Company and others in the industry will be forced to increase prices or recognize lower margins. Item 3. Quantitative and Qualitative Disclosure about Market Risk The Company has certain market risk exposure related to interest rates. The Company is exposed to market risks related to fluctuations in interest rates for its variable rate borrowings of 11 12 $69,317,000 as of February 28, 2001. A change in interest rates of 1% on the balance outstanding at February 28, 2001 would cause a change in total annual earnings and cash flows of $693,000 assuming other factors are held constant. Due to the relative size of the Company's foreign operations, the Company believes it does not have any material exposure to foreign currency fluctuations. 12 13 Part II. OTHER INFORMATION Item 1. Legal Proceedings None. Item 2. Changes in Securities and Use of Proceeds None. Item 3. Defaults on Senior Securities None. Item 4. Submission of Matters to a Vote of Security Holders None. Item 5. Other Information None. Item 6. Exhibits and Reports on Form 8-K None. 13 14 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. RAWLINGS SPORTING GOODS COMPANY, INC. Date: April 12, 2001 /s/ STEPHEN M. O'HARA ---------------------------------- Stephen M. O'Hara Chairman of the Board and Chief Executive Officer Date: April 12, 2001 /s/ WILLIAM F. LACEY ------------------------------------------ William F. Lacey Vice President and Chief Financial Officer (Principal Accounting Officer) 14 -----END PRIVACY-ENHANCED MESSAGE-----