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FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2001
or
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 0-4090
ANALYSTS INTERNATIONAL CORPORATION
Minnesota 41-0905408
3601 West 76th Street
Minneapolis, MN 55435
(952) 835-5900
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
---
As of October 31, 2001, 24,196,535 shares of the Registrant's Common Stock were
outstanding.
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ANALYSTS INTERNATIONAL CORPORATION
INDEX
<Table>
<Caption>
PAGE
Part I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Balance Sheets
September 30, 2001 (Unaudited) and December 31, 2000 3
Condensed Consolidated Statements of Income
Three and nine month periods ended September 30, 2001 and 2000 (Unaudited) 4
Condensed Consolidated Statements of Cash Flows
Nine months ended September 30, 2001 and 2000 (Unaudited) 5
Notes to Condensed Consolidated Financial Statements (Unaudited) 6-7
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8-11
Item 3. Quantitative and Qualitative Disclosures About Market Risk 11
Part II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 11
</Table>
2
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PART I. FINANCIAL INFORMATION
Item 1.
ANALYSTS INTERNATIONAL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<Table>
<Caption>
September 30, December 31,
2001 2000
---------------- --------------
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 8,748 $ 2,192
Accounts receivable, less allowance for doubtful accounts 99,377 98,495
Prepaid expenses and other current assets 5,475 8,192
-------- --------
Total current assets 113,600 108,879
Property and equipment, net 28,725 28,752
Intangible assets, net of accumulated amortization 46,771 49,335
Other assets 14,469 14,763
-------- --------
$203,565 $201,729
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 37,881 $ 34,250
Dividend payable -- 1,452
Salaries and vacations 10,781 8,515
Self-insured health care reserves and other accounts 6,361 5,766
Long-term debt current portion 5,250 5,250
Restructuring accruals, current portion 1,388 5,798
-------- --------
Total current liabilities 61,661 61,031
Long-term debt, non-current portion 35,750 35,750
Restructuring accruals, non-current portion 2,100 750
Deferred compensation accrual 8,856 9,115
Shareholders' equity 95,198 95,083
-------- --------
$203,565 $201,729
======== ========
</Table>
Note: The balance sheet at December 31, 2000 has been taken from the audited
financial statements at that date, and condensed.
See notes to condensed consolidated financial statements.
3
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ANALYSTS INTERNATIONAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
<Table>
<Caption>
Three Months Ended Nine Months Ended
September 30 September 30
------------------------- ---------------------
2001 2000 2001 2000
---- ---- ---- ----
Professional services revenues:
Provided directly $100,479 $116,412 $319,200 $319,919
Provided through sub-suppliers 36,517 32,159 108,029 99,469
-------- -------- -------- --------
Total revenues 136,996 148,571 427,229 419,388
Expenses:
Salaries, contracted services and direct charges 113,732 119,228 353,000 340,240
Selling, administrative and other operating costs 21,700 24,867 67,841 68,378
Amortization of goodwill and other intangible assets 803 718 2,427 1,413
-------- -------- -------- --------
Operating income 761 3,758 3,961 9,357
Non-operating income 40 9 197 831
Interest expense (749) (703) (2,257) (1,585)
-------- -------- -------- ---------
Income before income taxes and minority interest 52 3,064 1,901 8,603
Income taxes 20 1,123 725 2,871
Minority interest -- 236 -- 349
-------- -------- -------- --------
Net income $ 32 $ 1,705 $ 1,176 $ 5,383
======== ======== ======== ========
Per common share:
Net income (basic) $ .00 $ .08 $ .05 $ .24
Net income (diluted) $ .00 $ .08 $ .05 $ .24
Average common shares outstanding 24,196 22,607 24,195 22,585
Average common and common equivalent shares outstanding 24,280 22,607 24,296 22,629
</Table>
See notes to condensed consolidated financial statements.
4
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ANALYSTS INTERNATIONAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(IN THOUSANDS)
<Table>
<Caption>
Nine Months Ended
September 30
------------------------
2001 2000
---- ----
Net cash provided by operating activities $ 12,865 $ 1,336
Cash flows from investing activities:
Property and equipment additions (3,911) (2,658)
Proceeds from property and equipment sales 16 22
Payments for aquisitions -- (42,687)
Investment in alliance partners -- (3,012)
Investment in marketable securities -- (190)
--------- --------
Net cash used in investing activities (3,895) (48,525)
Cash flows from financing activities:
Cash dividends paid (2,420) (6,788)
Proceeds from borrowings 31,885 108,183
Repayment of borrowings (31,885) (88,733)
Proceeds from exercise of stock options 6 127
--------- --------
Net cash (used in) provided by financing activities (2,414) 12,789
--------- --------
Net increase (decrease) in cash and equivalents 6,556 (34,400)
Cash and equivalents at beginning of period 2,192 35,081
--------- --------
Cash and equivalents at end of period $ 8,748 $ 681
========= ========
</Table>
See notes to condensed consolidated financial statements.
5
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ANALYSTS INTERNATIONAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Condensed Consolidated Financial Statements - The condensed consolidated
balance sheet as of September 30, 2001, the condensed consolidated
statements of income for the three month and nine month periods ended
September 30, 2001 and 2000 and the condensed consolidated statements of
cash flows for the nine month periods then ended have been prepared by the
Company, without audit. In the opinion of management, all adjustments
(which include only normal recurring adjustments) necessary to present
fairly the financial position at September 30, 2001 and the results of
operations and the cash flows for the periods ended September 30, 2001 and
2000 have been made. The results of operations for the periods ended
September 30, 2001 are not necessarily indicative of the results to be
expected for the full fiscal year.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with accounting principles generally
accepted in the United States of America have been condensed or omitted. It
is suggested these condensed consolidated financial statements be read in
conjunction with the financial statements and notes thereto included in the
Company's December 31, 2000 transitional report filed with the Securities
and Exchange Commission.
Comprehensive income (i.e. net income plus available-for-sale securities
valuation adjustments) for the three and nine months ended September 30,
2001 was $8,000, and $1,077,000, respectively, and for the three and nine
months ended September 30, 2000 was $1,803,000 and $5,458,000,
respectively.
In June 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 141, "Business Combinations"
and No. 142 "Goodwill and Other Intangible Assets". SFAS No. 141 will
require that the purchase method of accounting be used for all business
combinations initiated after June 30, 2001 and that the use of the
pooling-of-interest method is no longer allowed. SFAS No. 142 requires that
upon adoption, amortization of goodwill will cease and instead, the
carrying value of goodwill will be evaluated for impairment on an annual
basis. Identifiable intangible assets will continue to be amortized over
their useful lives and reviewed for impairment in accordance with SFAS
No.121 "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed Of". SFAS No. 142 is effective for the
Company's fiscal year beginning January 1, 2002. The Company is evaluating
the impact of the adoption of these standards and has not yet determined
the effect of adoption on its financial position and results of operations.
2. LONG-TERM DEBT
In January 2000 the Company secured a $25 million bank line of credit. This
line of credit was increased to $30 million in December 2000 and was
amended in March and August, 2001 to modify the interest rates paid and the
cash flow leverage, debt service coverage and debt to capitalization ratio
covenants. Under the terms of the line of credit, which expires in January
2003, the Company may choose to take advances or pay down the outstanding
balance daily, or request a fixed term advance for one, two, three or six
months. The daily advances on the line bear interest at the bank's prime
rate plus .25% (6.25% at September 30, 2001), while the fixed term advances
bear interest at the applicable EuroDollar rate plus 3.00%. A commitment
fee of .50% is charged on the unused portion of the line.
At September 30, 2001 the Company had outstanding two EuroDollar advances.
One at $8,000,000 matured on October 1, 2001 and was rolled into another
$8,000,000 note maturing on December 3, 2001 and accruing interest at
5.3125%. The other advance of $6,000,000 matures on November 20, 2001 and
is accruing interest at 6.5625%. In addition, at September 30, 2001, the
Company had $7,000,000 outstanding under the daily advance portion of the
note accruing interest at 6.25%.
In December 1998 the Company entered into a Notes Purchase Agreement
whereby it sold $20,000,000 of 7% Senior Notes due December 30, 2006. The
Note Purchase Agreement was amended in March and August, 2001 to modify
certain covenants contained in the agreement. Also, the August amendments
increased the interest rate
6
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from 7% to 9%. Minimum future maturities on these Notes is as follows:
2001, $5,250,000; 2002, $4,000,000; 2003, $3,000,000; 2004, $3,000,000;
2005, $2,500,000; and 2006, $2,250,000.
Both debt agreements contain, among other things, provisions regarding
maintenance of certain operating and working capital ratios and minimum net
worth requirements, and restriction on the payment of dividends on common
stock. The Company's operating and working capital ratios and net worth are
in excess of the minimum net requirements.
3. SHAREHOLDERS' EQUITY
<Table>
<Caption>
NINE MONTHS ENDED
SEPTEMBER 30, 2001
------------------
(IN THOUSANDS)
Balance at beginning of period $95,083
Cash dividends declared (968)
Proceeds upon exercise of stock options 6
Unrealized loss on investments (99)
Net income 1,176
-------
Balance at end of period $95,198
=======
</Table>
4. NET INCOME PER COMMON SHARE
Basic and diluted earnings per share are presented in accordance with
Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings per
Share." The difference between average common shares and average common and
common equivalent shares for the periods ended September 30, 2001 and 2000
is the result of outstanding stock options.
5. RESTRUCTURING
In December 2000, the Company recorded a restructuring charge of $7.0
million. Of this charge, $2.6 million related to workforce reductions
(primarily non-billable staff), and $4.4 million related to lease
termination and abandonment costs (net of sub-lease income) including an
amount for assets to be disposed of in conjunction with this office
consolidation.
A summary of activity for the nine months ended September 30, 2001 with
respect to the restructuring charge is as follows:
(IN THOUSANDS)
<Table>
<Caption>
WORKFORCE OFFICE CLOSURE/
REDUCTION CONSOLIDATION TOTAL
--------- ------------- -----
Balance at December 31, 2000 $2,204 $4,344 $6,548
Non-cash charges -- 36 36
Cash expenditures 2,017 1,007 3,024
------- ------ ------
Balance at September 30, 2001 $ 187 $3,301 $3,488
====== ====== ======
</Table>
During the second quarter of fiscal 2001, in response to a weakening real
estate market, and to better manage its resources, the Company chose not to
pay substantial lump sum fees to terminate many of its leases. Instead, the
Company has abandoned and is attempting to sublease these spaces. As a
result of this change, the Company reclassified $1,350,000 of the office
closure/consolidation reserve to a long-term liability.
7
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Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Nine Months Ended September 30, 2001 and 2000
The following discussion of the results of our operations and our financial
condition should be read in conjunction with our consolidated financial
statements and the related notes to consolidated financial statements in this
10Q, our other filings with the Securities and Exchange Commission and our other
investor communications.
CAUTIONARY STATEMENT UNDER THE SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995
We make forward looking statements in this discussion. These forward looking
statements are statements which are not historical fact or current status. You
can usually identify our forward looking statements by our use of words such as
"believe", "intends", "possible", "estimates", "anticipates", "expects", "plans"
and other similar expressions.
Our forward looking statements all involve a high level of risk and uncertainty.
Actual results, therefore, could differ dramatically from our targets,
projections and expectations.
Some of the risk factors which could cause our actual results to differ are
general business conditions, the availability of qualified technical staff, our
ability to control and improve our profit margins, whether we can maintain our
business relations with key customers, and our ability to grow revenues through
internal growth and acquisitions. We cannot control or predict any of the risk
factors and uncertainties in our business. You can gather more information about
these and other risk factors and uncertainties in our business by reading our
SEC reports and our investor relations materials. You can also get information
about risk and uncertainty by listening to our quarterly conference calls. We
notify the public of these conference calls in our quarterly earnings releases
and on our website at www.analysts.com.
You should bear in mind that we are not necessarily going to publicly update any
of these forward looking statements. Also, you should remember that our past
performance is not necessarily an indication of what our performance will be in
the future.
CHANGES IN FINANCIAL CONDITION
Working capital at September 30, 2001 was $51.9 million, up 8.6% from the $47.8
million at December 31, 2000. This includes cash and cash equivalents of $8.7
million compared to $2.2 million at December 31, 2000 and accounts receivable of
$99.4 million compared to $98.5 million at December 31, 2000. The ratio of
current assets to current liabilities has increased slightly since December 31,
2000 while the ratio of total assets to total liabilities has decreased
slightly.
In December 1998 we borrowed $20 million and signed a Note Purchase
Agreement. In January 2000, we obtained a $25 million bank line of credit.
This line of credit was increased to $30 million in December 2000. At
September 30, 2001 we had $9.0 million available to us under this line of
credit. Both the Note Purchase Agreement and the line of credit were amended
in March and August, 2001 and restrict us in a number of ways, including
payment of dividends and repurchase of our stock. Also, these loan agreements
require us to maintain certain levels of cash, working capital, earnings and
the like. We are in full compliance with the restrictions and requirements of
both loans; however, we are in negotiations with our current lenders and
potential new lenders to reposition our borrowings with the expectation of
making these restrictions and requirements less burdensome. We have agreed
with our existing lenders to complete these negotiations during the fourth
quarter.
Our primary need for working capital is to support accounts receivable and to
fund the time lag between payroll disbursement and receipt of fees billed to
clients. We continue to be able to support our business with internally
generated funds and our present line of credit.
On July 19, 2001, the Board declared a dividend of $.01 per share payable August
15, 2001 to shareholders of record on July 30, 2001. Each quarter the Board of
Directors considers our performance, cash position, anticipated earnings, cash
flows, and cash requirements in determining whether to declare dividends. At the
October 18, 2001 meeting of the Board, the Board voted to suspend the payment of
dividends so as to preserve working capital.
We believe funds generated from our business, current cash balances and existing
credit lines are adequate to meet demands placed upon our resources by our
operations and capital investments.
8
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RESULTS OF OPERATIONS
REVENUES
Revenues provided directly for the nine months ended September 30, 2001 were
$319.2 million, essentially flat with the same period a year ago. For the
three months ended September 30, 2001 revenues provided directly were $100.5
million, a decrease of 13.7% from the same period a year ago. These decreases
are the result of reductions in billable technical consultants resulting from
the industry-wide slowdown. While we have been able to hold average rates
consistent with the prior year, there can be no assurance we will be able to
continue this as competitive conditions in the industry make it difficult for
us to increase or maintain the hourly rates we charge for our services.
Revenues provided through sub-suppliers for the nine and three month periods
ended September 30, 2001 were $108.0 million and $36.5 million, respectively.
This represents increases of 8.6% and 13.6% over the same periods a year ago.
These increases are the result of new Managed Services clients and growth with
existing Managed Services clients.
PERSONNEL HEADCOUNT
Personnel totaled 4,200 as of September 30, 2001. Of this total, 3,500 were
technical consultants. This is down compared to June 30, 2001 numbers of
4,425 for total staff and 3,675 technical consultants. The decrease of 175
consultants came in our staffing business as assignments were completed and
new assignments were not available. The decrease of 50 overhead staff was
planned as part of our reorganization and restructuring. We now believe
consultant headcount will remain steady or slightly decline until the
business environment for IT services improves. The 4,200 total personnel at
September 30, 2001 reflects a decrease of 14.3% from 4,900 at September 30,
2000. This decrease consists of approximately 190 administrative and
management positions eliminated in connection with the restructuring along
with a decrease in billable technical staff.
LABOR COSTS
Salaries, contracted services and direct charges, which represent primarily our
direct labor cost, were 82.6% of revenues for the nine months ended September
30, 2001 compared to 81.1% for the same period a year ago. These costs were
83.0% of revenues for the three months ended September 30, 2001 and 80.2% of
revenues for the three months ended September 30, 2000. By comparison, these
costs were 83.0% of revenues for the second quarter of fiscal 2001 and 81.9% of
revenues for the first quarter of fiscal 2001.
Our efforts to control these costs involve controlling labor costs, passing
on labor cost increases through increased billing rates where possible, and
maintaining productivity levels of our billable technical staff. Labor costs,
however, are difficult to control because of the highly skilled technical
personnel we seek to hire and retain. It is also difficult to pass on labor
cost increases to customers due to intense competition in the industry, and
as a result of the industry-wide slowdown. Although we continuously attempt
to control the factors which affect this category of expense, there can be no
assurance we will be able to maintain or improve this level.
Our labor costs as a percentage of revenue for the quarter and nine months
ended September 30, 2001 have increased from the same periods a year ago and
from the first half of this year. We believe the following factors are
directly tied to the industry-wide slowdown in business and account for this
increase. First, in some cases we are agreeing to lower hourly rates to
attempt to keep our share of available business. Second, our reduction in
technical staff headcount to rightsize our organization carries with it
certain costs. Third, in certain areas we are experiencing a lower
utilization rate, which means a higher level of unbilled idle time than in
prior periods. We expect continuing pressure on hourly rates as long as the
industry-wide slowdown continues. We believe we will not be required to
reduce significantly our total technical billable headcount. We are, however,
working to improve our utilization rate by managing headcount in the areas of
our business experiencing lower utilization.
9
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SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, administrative and other operating costs, which include commissions,
employee fringe benefits and location costs, represented 15.9% of revenues
for the nine months ended September 30, 2001 compared to 16.3% for the same
period a year ago. These costs were 15.8% of revenues for the three months
ended September 30, 2001 and 16.7% of revenues for the three months ended
September 30, 2000. By comparison, these costs were 15.6% of revenues for the
second quarter of fiscal 2001 and 16.2% of revenues for the first quarter of
fiscal 2001. While these costs as a percentage of revenues increased slightly
from the second to the third quarter of fiscal 2001, the actual dollars spent
in this area declined. This is the result of our continuing efforts to reduce
costs. While we are committed to careful management of these costs, there can
be no assurance we will be able to maintain these costs at their current
relationship to revenues.
AMORTIZATION OF GOODWILL
Amortization of goodwill and other intangible assets has increased from
$718,000 and $1,413,000, respectively, for the three and nine months ended
September 30, 2000 to $803,000 and $2,427,000, respectively, for the three
and nine months ended September 30, 2001, primarily as a result of increased
intangible balances following the acquisition of Sequoia.
NON-OPERATING INCOME
Non-operating income, consisting primarily of interest income, has increased
from $9,000 to $40,000, respectively, for the three month periods ended
September 30, 2000 and 2001, and decreased from $831,000 to $197,000,
respectively, for the nine month periods ended September 30, 2000 and 2001.
Interest expense has increased from $703,000 and $1,585,000 respectively to
$749,000 and $2,257,000, respectively, during the same periods. These changes
are primarily the result of a decrease in cash and cash equivalents and an
increase in outstanding debt as a result of the acquisition of Sequoia.
NET INCOME
Net income for the three and nine month periods ended September 30, 2001
decreased 98.1% and 78.2%, respectively, over the same periods a year ago. As
a percentage of revenue, net income has decreased to .0% and .3%,
respectively, for the three and nine month periods ended September 30, 2001
from 1.1% and 1.3%, respectively, for the three and nine month periods ended
September 30, 2000. This decrease is primarily a result of the increases, as
a percentage of revenue, in the expenses discussed above. Our net income as a
percentage of revenues provided directly for the three and nine months ended
September 30, 2001 was .0% and .4%, respectively, and for the three and nine
months ended September 30, 2000 was 1.5% and 1.7%, respectively.
RESTRUCTURING ACTIVITIES
A summary of activity for the nine months ended September 30, 2001 with respect
to the restructuring charge is as follows:
(IN THOUSANDS)
<Table>
<Caption>
WORKFORCE OFFICE CLOSURE/
REDUCTION CONSOLIDATION TOTAL
--------- ------------- -----
Balance at December 31, 2000 $2,204 $4,344 $6,548
Non-cash charges -- 36 36
Cash expenditures 2,017 1,007 3,024
------- ------- -------
Balance at September 30, 2001 $ 187 $3,301 $3,488
======= ======= =======
</Table>
During the second quarter of fiscal 2001, in response to a weakening real estate
market, and to better manage our resources, we chose not to pay substantial lump
sum fees to terminate many of our leases. Instead, we have abandoned and are
attempting to sublease these spaces. As a result of this change, we have
reclassified $1,350,000 of the office closure/consolidation reserve to a
long-term liability.
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ACCOUNTING PRONOUNCEMENTS
In June 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 141, "Business Combinations" and No.
142 "Goodwill and Other Intangible Assets". SFAS No. 141 will require that the
purchase method of accounting be used for all business combinations initiated
after June 30, 2001 and that the use of the pooling-of-interest method is no
longer allowed. SFAS No. 142 requires that upon adoption, amortization of
goodwill will cease and instead, the carrying value of goodwill will be
evaluated for impairment on an annual basis. Identifiable intangible assets will
continue to be amortized over their useful lives and reviewed for impairment in
accordance with SFAS No. 121 "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to be Disposed Of". SFAS No. 142 is effective for the
Company's fiscal year beginning January 1, 2002. The Company is evaluating the
impact of the adoption of these standards and has not yet determined the effect
of adoption on its financial position and results of operations.
Item 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to certain market risks on outstanding variable interest rate
obligations totaling $21.0 million at September 30, 2001. Market risk is the
potential loss arising from the adverse changes in market rates and prices, such
as interest rates. Market risk is estimated as the potential increase in fair
value resulting from a hypothetical one percent increase in interest rates which
would result in an annual interest expense increase of approximately $210,000.
PART II. OTHER INFORMATION
Item 6.
EXHIBITS AND REPORTS ON FORM 8-K
a) Second Amendment to the Note Purchase Agreement Dated as of December 30,
1998.
b) Third Amendment to Credit Agreement Dated as of January 31, 2000.
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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 there unto duly authorized.
ANALYSTS INTERNATIONAL CORPORATION
(Registrant)
Date NOVEMBER 14, 2001 By /s/ Marti R. Charpentier
----------------- ----------------------------------
Marti R. Charpentier
Vice President Finance and Treasurer
Date NOVEMBER 14, 2001 By /s/ David J. Steichen
----------------- ------------------------------------
David J. Steichen
Controller and Assistant
Treasurer (Chief Accounting Officer)
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EXHIBIT INDEX
EXHIBIT NUMBER
6(a) Second Amendment to the Note Purchase Agreement Dated as of
December 30, 1998
6(b) Third Amendment to Credit Agreement Dated as of January 31, 2000