1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2001
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or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number: 0-20244
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DATA RESEARCH ASSOCIATES, INC.
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(Exact name of registrant as specified in its charter)
MISSOURI 43-1063230
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(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
1276 NORTH WARSON RD. ST. LOUIS, MISSOURI 63132
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(Address of principal executive offices) (Zip Code)
(314) 432-1100
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(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
-- --
APPLICABLE ONLY TO CORPORATE ISSUERS:
At April 16, 2001, there were 4,517,278 shares of the registrant's common stock
outstanding.
2
INDEX
DATA RESEARCH ASSOCIATES, INC. AND SUBSIDIARIES
PART I. FINANCIAL INFORMATION
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Item 1. Financial Statements (Unaudited)
Consolidated balance sheets -March 31, 2001
and September 30, 2000
Consolidated statements of income -Three months ended March 31,
2001 and 2000
-Six months ended March 31,
2001 and 2000
Consolidated statements of cash flows -Six months ended March 31,
2001 and 2000
Notes to the unaudited consolidated financial statements
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Item 3. Qualitative and Quantitative Disclosures About Market Risk
PART II. OTHER INFORMATION
- --------------------------
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
3
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
DATA RESEARCH ASSOCIATES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
March 31, September 30,
2001 2000
(Unaudited)
------------ ------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 9,131 $ 8,547
Short-term investments 9,583 11,603
Account receivable less allowances of $198
at March 31, 2001 and $172 at
September 30, 2000:
Billed 4,669 5,491
Unbilled 613 544
------- -------
5,282 6,035
Inventories 110 70
Prepaid expenses 1,164 794
Other current assets 255 236
------- -------
TOTAL CURRENT ASSETS 25,525 27,285
PROPERTY AND EQUIPMENT:
Land and improvements 504 504
Building and improvements 2,697 2,697
Data processing equipment 6,106 6,059
Furniture, fixtures, and other 3,940 3,871
------- -------
13,247 13,131
Less accumulated depreciation 8,716 8,007
------- -------
4,531 5,124
DEFERRED SOFTWARE COSTS
(net of accumulated amortization
of $3,431 at March 31, 2001, and $2,572
at September 30, 2000) 5,695 5,571
INTANGIBLE ASSETS
(net of accumulated amortization
of $2,650 at March 31, 2001, and $2,634
at September 30, 2000) 282 333
------- -------
$36,033 $38,313
======= =======
4
March 31, September 30,
2001 2000
(Unaudited)
------------ ------------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 640 $ 690
Employee compensation 546 443
Deferred revenue 4,265 5,552
Customer deposits 1,053 1,114
Other accrued liabilities 902 492
Income taxes payable 352 17
Deferred income taxes 113 113
------- -------
7,871 8,421
DEFERRED INCOME TAXES 1,772 1,940
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
Preferred stock, par value
$.01 per share--1,000
shares authorized, no shares
issued - -
Common stock, par value
$.01 per share--10,000
shares authorized, 5,557
shares issued at March 31, 2001
and September 30, 2000 56 56
Additional paid-in capital 5,415 5,490
Accumulated other comprehensive loss (301) (196)
Retained earnings 31,350 31,903
------- -------
36,520 37,253
Less cost of treasury stock, 1,029 shares
at March 31, 2001, and 883 shares
at September 30, 2000 (10,130) (9,301)
------- -------
TOTAL SHAREHOLDERS' EQUITY 26,390 27,952
------- -------
$36,033 $38,313
======= =======
See notes to unaudited consolidated financial statements.
5
DATA RESEARCH ASSOCIATES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(In thousands, except share data)
Three months ended Six months ended
March 31, March 31,
2001 2000 2001 2000
--------- --------- -------- --------
REVENUES
Hardware $ 617 $ 435 $ 740 $ 943
Software 1,471 1,330 1,911 2,076
Service and other 5,149 5,205 10,255 10,404
------- ------- ------- -------
7,237 6,970 12,906 13,423
EXPENSES
Cost of Revenues
Hardware 455 381 541 726
Software 486 264 881 522
Service and other 1,206 1,417 2,617 2,834
------- ------- ------- -------
2,147 2,062 4,039 4,082
Salaries and employee benefits 2,923 2,974 5,712 5,682
General and administrative
expenses 1,428 1,340 2,615 2,593
Depreciation and amortization 359 428 789 918
------- ------- ------- -------
6,857 6,804 13,155 13,275
INCOME (LOSS) FROM OPERATIONS 380 166 (249) 148
OTHER INCOME 332 286 660 606
------- ------- ------- -------
INCOME (LOSS) BEFORE INCOME TAXES 712 452 411 754
PROVISION FOR INCOME TAXES 503 143 407 239
-------- ------- ------- -------
NET INCOME (LOSS) $ 209 $ 309 $ 4 $ 515
======== ======= ======= =======
Basic and Diluted earnings per share $ .05 $ .07 $ - $ .11
======== ======= ======= =======
Dividends per share $ .12 $ .12 $ .12 $ .12
======== ======= ======= =======
See notes to unaudited consolidated financial statements.
6
DATA RESEARCH ASSOCIATES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(In thousands)
Six months ended
March 31,
2001 2000
------------ ------------
OPERATING ACTIVITIES
Net income (loss) $ 4 $ 515
Adjustments to reconcile net
income (loss) to net cash provided
by operating activities:
Depreciation and amortization 1,699 1,607
Deferred taxes (174) -
Changes in operating assets
and liabilities:
Accounts receivable 603 2,089
Inventories (41) (39)
Prepaid expenses and
other current assets (392) (511)
Accounts payable and
other current liabilities (455) (805)
Note receivable - 3
------- --------
NET CASH PROVIDED
BY OPERATING ACTIVITIES 1,244 2,859
INVESTING ACTIVITIES
Purchase of property
and equipment (202) (375)
Deferred software costs (986) (907)
Purchase of short-term
investments (24,047) -
Proceeds from sale of
short-term investments 26,067 -
------- --------
NET CASH PROVIDED BY (USED BY)
INVESTING ACTIVITIES 832 (1,282)
FINANCING ACTIVITIES
Proceeds from options exercised 54 64
Purchase of treasury shares (957) (2,141)
Dividends paid (557) (581)
------- --------
NET CASH USED BY
FINANCING ACTIVITIES (1,460) (2,658)
Effect of exchange rate changes
on cash and cash equivalents (32) (37)
------- --------
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS 584 (1,118)
Cash and cash equivalents
at beginning of year 8,547 17,022
------- --------
CASH AND CASH EQUIVALENTS
AT END OF YEAR $ 9,131 $ 15,904
======= ========
See notes to unaudited consolidated financial statements.
7
DATA RESEARCH ASSOCIATES, INC. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2001
(In thousands, except per share data)
Note 1. Basis of Presentation
The unaudited consolidated financial statements of Data Research Associates,
Inc. (the "Company") have been prepared in accordance with generally accepted
accounting principles for interim financial information. Accordingly, they do
not include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements and, therefore, should
be read in conjunction with the Company's consolidated financial statements and
the notes thereto for the year ended September 30, 2000, contained in the
Company's annual report for the year ended September 30, 2000. In the opinion of
management, all adjustments (consisting only of normal recurring items)
considered necessary for a fair presentation have been included. The results of
operations for the six months ended March 31, 2001, are not necessarily
indicative of the results that may be expected for the year ending September 30,
2001.
Note 2. Inventories
Inventories consist primarily of computer equipment and supplies, which are
stated at the lower of cost (first-in, first-out method) or market. The Company
had only finished goods in inventory at March 31, 2001 and September 30, 2000.
Note 3. Earnings per share
The following table sets forth the computation of basic and diluted earnings per
share:
Three Months Six Months
Ended Ended
March 31, March 31,
2001 2000 2001 2000
---- ---- ---- ----
Numerator:
Numerator for basic and diluted
earnings per share - net income (loss) $ 209 $ 309 $ 4 $ 515
======= ======= ======= =======
Denominator:
Denominator for basic earnings
per share-weighted average shares 4,585 4,751 4,629 4,810
Effect of dilutive securities:
Stock options 27 - 17 1
------- ------- ------- -------
Denominator for diluted earnings
per share-adjusted weighted average
shares and assumed conversions 4,612 4,751 4,646 4,811
======= ======= ======= =======
Basic earnings (loss) per share $ .05 $ .07 $ - $ .11
======= ======= ======= =======
Diluted earnings (loss) per share $ .05 $ .07 $ - $ .11
======= ======= ======= =======
8
DATA RESEARCH ASSOCIATES, INC. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 4. Comprehensive Income
The components of comprehensive income (loss), net of related tax, for the three
and six month periods ended March 31, 2001 and 2000 are as follows:
Three Months Six Months
Ended Ended
March 31, March 31,
2001 2000 2001 2000
---- ---- ---- ----
Net Income $ 209 $ 309 $ 4 $ 515
Foreign currency translation adjustment (128) (36) (105) (15)
------ ------ ------ ------
Comprehensive income $ 81 $ 273 $ (101) $ 500
====== ====== ====== ======
The components of accumulated other comprehensive loss, net of related tax, at
March 31, 2001 and September 30, 2000, are as follows:
Mar 31, 2001 Sept 30, 2000
------------ -------------
Foreign currency translation adjustment $ (301) $ (196)
------- -------
Accumulated other comprehensive income $ (301) $ (196)
======= =======
Note 5. Income Taxes
In the second quarter ended March 31, 2001, the Company recorded a charge of
$262,000 for a pending tax matter related to an ongoing Internal Revenue Service
examination.
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DATA RESEARCH ASSOCIATES, INC. AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Overview
The Company's revenue recognition policy is discussed in Note A to the 2000
consolidated financial statements in the Company's Form 10-K for the year ended
September 30, 2000. The components of the cost for development of software
primarily include salaries and employee benefits and are expensed as incurred
until such costs qualify as deferred software costs which are amortized over the
estimated useful life of the product. The amortization of capitalized software
is allocated as a direct cost of licensing DRA software. The Company typically
experiences greater gross margin on software licenses and services than on sales
of hardware. The Company's profitability depends in part on the mix of its
revenue components and not necessarily on total revenues.
The Company's revenues and earnings can fluctuate from quarter to quarter
depending upon, among other things, such factors as the complexity of customers'
procurement processes, new product and service introductions by the Company and
other vendors, delays in customer purchases due to timing of library
professional conferences and trade shows, installation scheduling and customer
delays in facilities preparation. In addition, a substantial portion of the
Company's revenues for each quarter is attributable to a limited number of
orders and tends to be realized towards the end of each quarter. Thus, even
short delays or deferrals of sales near the end of a quarter can cause quarterly
results to fluctuate substantially. The Company's revenues are and will be
increasingly dependent on sales of its next-generation system, Taos, which is
based on object-oriented client/server design. Certain modules of Taos went into
general release during the fourth quarter of fiscal 1999 and are currently in
use at customer sites. During fiscal 2000, one additional module was released
and an additional module is expected to be in general release in the first
quarter of fiscal 2002. The timing of the completion of this additional module
may be affected by multiple factors, including rapid technological change,
dependence on third-party suppliers and the relative scarcity of qualified
technical staff. For additional factors that should be read in conjunction with
this disclosure, see Exhibit 99.1 "Cautionary Statements - Additional Important
Factors To Be Considered", in the Company's Form 10-K for the year ended
September 30, 2000.
Forward Looking Statements
Except for the historical information and statements contained in Management's
Discussion and Analysis of Financial Condition and Results of Operations
("MD&A"), the matters and items contained in this document, including MD&A,
contain a substantial number of forward-looking statements, indicated by such
words as "expects," "believes," "estimates," "anticipates," "plans,"
"assessment," "should," "will," and similar words. These forward-looking
statements are based on the Company's and management's beliefs, assumptions,
expectations, estimates and projections, any or all of which are subject to
future change, depending on unknown developments and facts. These
forward-looking statements should be read in conjunction with the disclosures in
Exhibit 99.1 "Cautionary Statements - Additional Important Factors to Be
Considered," in the Company's Form 10-K for the year ended September 30, 2000.
10
Results of Operations
Three Months Ended March 31, 2001 compared to Three Months Ended March 31, 2000
Hardware revenues increased $.2 million, or 42%, to $.6 million in the three
months ended March 31, 2001, compared to $.4 million for the three months ended
March 31, 2000. The primary reason for the increase is the revenue from one
large hardware shipment for an existing customer migration to Taos in the three
months ended March 31, 2001. The gross margin percentage on hardware was 26% in
the three months ended March 31, 2001 and 12% in the three months ended March
31, 2000. A one time purchase of hardware equipment with no revenue stream
extending from it, in the three months ended March 31, 2000, is the primary
cause for the increase in margin.
Software revenues increased $.2 million, or 11%, to $1.5 million in the three
months ended March 31, 2001, compared to $1.3 million in the three months ended
March 31, 2000. Software revenue generated from a large migration contract
contributed to the increase in the three months ended March 31, 2001. The gross
margin percentage on software was 67% in the three months ended March 31, 2001,
and 80% in the three months ended March 31, 2000. The decrease in margin is
primarily attributed to the increase in the amortization of software development
costs in the three months ended March 31, 2001.
Service and other revenues decreased $.1 million, or 1%, to $5.1 million in
the three months ended March 31, 2001, compared to $5.2 million in the three
months ended March 31, 2000. The primary reason for the decrease is the
reduction in revenue from its internet services in the three months ended March
31, 2001. The gross margin percentage on service and other revenues was 77% in
the three months ended March 31, 2001, and 73% in the three months ended March
31, 2000.
Salaries and employee benefits decreased $.1 million, or 2%, to $2.9 million
in the three months ended March 31, 2001, from $3.0 million in the three months
ended March 31, 2000. Annual salary increases have been offset by several
positions that remain unfilled in the three months ended March 31, 2001.
General and administrative expenses increased $.1 million, or 7%, to $1.4
million in the three months ended March 31, 2001, from $1.3 million in the three
months ended March 31, 2000. This increase is primarily attributable to an
increase in professional services coupled with an increase in expense relating
to the Company's annual user conference.
Income from operations increased $.2 million, to $.4 million in the three
months ended March 31, 2001, from $.2 million in the three months ended March
31, 2000. The primary contributor to the increase is the growth in revenue in
the three months ended March 31, 2001 as compared to the three months ended
March 31, 2000.
The Company recorded a onetime charge for pending tax matters related to an
Internal Revenue Service examination. Without the effect of this $.3 million
charge, the Company's consolidated effective tax rate was 34% for the three
month period ended March 31, 2001, compared to 32% for the three month period
ended March 31, 2000. With the effect of the $.3 million charge, the Company's
consolidated effective tax rate was 71% for the three month period ended March
31, 2001.
11
Results of Operations
Six Months Ended March 31, 2001 compared to Six Months Ended March 31, 2000
Hardware revenues decreased $.2 million, or 22%, to $.7 million in the six
months ended March 31, 2001, from $.9 million in the six months ended March 31,
2000. In the six months ended March 31, 2001, the Company had one large and
several small migration sites resulting in hardware revenue. In the six months
ended March 31, 2000, the Company had hardware revenue related to the server
installation of the Company's web based public access product, coupled with the
installation of one Taos server and a large network upgrade. The gross margin
percentage on hardware was 27% in the six months ended March 31, 2001 and 23% in
the six months ended March 31, 2000. A one time purchase of hardware equipment
in the six months ended March 31, 2000, with no revenue stream extending from it
is the primary cause of the margin increase in the six months ended March 31,
2001.
Software license revenues decreased $.2 million, or 8%, to $1.9 million in the
six months ended March 31, 2001, from $2.1 million in the six months ended March
31, 2000. The decrease is due primarily to the lack of new contract revenue in
the six months ended March 31, 2001. The Company had two new Taos installations,
with revenue of $.2 million, in the six months ended March 31, 2000. The gross
margin percentage on software was 54% in the six months ended March 31, 2001,
and 75% in the six months ended March 31, 2000. The decrease in margin is
primarily attributed to the increase in the amortization of software development
costs in the six months ended March 31, 2001.
Service and other revenues decreased $.1 million, or 1%, to $10.3 million in
the six months ended March 31, 2001, compared to $10.4 million in the six months
ended March 31, 2000. An increase in maintenance, the major component of service
and other revenue, was offset by a decline in business internet revenue. The
gross margin percentage on service and other revenues was 74% in the six months
ended March 31, 2001, and 73% in the six months ended March 31, 2000.
Salaries and employee benefits remained consistent at $5.7 million in the six
months ended March 31, 2001 and the six months ended March 31, 2000. Annual
salary increases have been offset by several positions that remain unfilled in
the six months ended March 31, 2001.
General and administrative expenses remained consistent at $2.6 million in the
six months ended March 31, 2001 and the six months ended March 31, 2000.
Income from operations decreased $.4 million to a loss of $.3 million in the
six months ended March 31, 2001, compared to a profit of $.1 million in the six
months ended March 31, 2000. The primary contributor to the decline is the
reduction of revenue in the six months ended March 31, 2001 as compared to the
six months ended March 31, 2000.
The Company recorded a onetime charge for pending tax matters related to an
Internal Revenue Service examination. Without the effect of this $.3 million
charge, the Company's consolidated effective tax rate was 35% for the six month
period ended March 31, 2001, compared to 32% for the six month period ended
March 31, 2000. With the effect of the $.3 million charge, the Company's
consolidated effective tax rate was 99% for the six month period ended March 31,
2001.
12
Liquidity and Capital Resources
The Company's cash needs are primarily for working capital and capital
expenditures and historically have been met by cash flows from operations, bank
borrowings, and equipment leases. At March 31, 2001, the Company's working
capital was $17.7 million and its ratio of current assets to current liabilities
was 3.2 to 1, as compared to working capital of $18.9 million and a ratio of
current assets to current liabilities of 3.2 to 1 at September 30, 2000.
Net cash provided by operating activities was $1.2 million for the six months
ended March 31, 2001, compared to $2.9 million in the six months ended March 31,
2000. A decrease in net income, coupled with a decrease in cash received from
accounts receivable, in the six months ended March 31, 2001, is the primary
reason for the decline.
Net cash provided by investing activities was $.8 million for the six months
ended March 31, 2001, compared to net cash used of $1.3 million for the six
months ended March 31, 2000. The increase in net cash provided by investing
activities is primarily due to the shift of focus to cash investments of 90 days
or less, resulting in the reclassification of short-term investments to cash
equivalents.
Net cash used by financing activities was $1.5 million for the six months
ended March 31, 2001, compared to $2.7 million for the nine months ended March
31, 2000. Purchases of treasury stock in the amount of $1.0 million for the six
months ended March 31, 2001, compared to $2.1 million for the six months ended
March 31, 2000 accounted for the decrease in cash used.
The Company has a $6.0 million line of credit which expires in January 2002
and is subject to annual renewal. The line of credit bears interest at the
federal funds rate plus 200 basis points payable monthly on outstanding balances
and is secured by the Company's accounts receivable, inventory, and equipment.
There have been no borrowings against the Company's line of credit since May
1991.
Management believes that, with the current cash position of $9.1 million,
short-term investments of $9.6 million, accounts receivable of $5.3 million,
continued cash flow from operations, availability of a $6.0 million line of
credit, and total current liabilities of $7.9 million, the Company will be able
to meet both its short-term liquidity needs and short-term capital expenditure
needs. Management believes that with total long-term liabilities of
approximately $1.8 million and no other known long-term commitments or demands,
the Company will be able to satisfy its known long-term liabilities and
liquidity needs through the funding sources identified above.
Item 3. Qualitative and Quantitative Disclosures About Market Risk
The Company's exposure to potential near-term losses in future earnings, fair
value or cash flows resulting from reasonably possible changes in market rates
or prices is not material.
13
DATA RESEARCH ASSOCIATES, INC. AND SUBSIDIARIES
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.
(a) The Annual Meeting of Shareholders of the Company (the "Annual
Meeting") was held on February 14, 2001. Of the 4,676,390 shares
entitled to vote at the Annual Meeting, 4,195,301 shares were present
at such meeting in person or by proxy.
(b) Not applicable.
(c) At the Annual Meeting, the shareholders of the Company, elected
Michael J. Mellinger as a Class A Director of the Company, to hold
office until his successor has been duly elected and qualified, by a
vote of 4,185,665 for and 9,636 withheld. At the Annual Meeting, the
shareholders of the Company, elected F. Gilbert Bickel as a Class A
Director of the Company, to hold office until his successor has been
duly elected and qualified, by a vote of 4,187,115 for and 8,186
withheld. At the Annual Meeting, the shareholders of the Company,
voted for the approval of the Company's 2001 Stock Option Plan by a
vote of 3,352,340 for and 842,961 withheld.
Item 5. Other Information.
The Company has released version 1.0 of some modules of its next generation
system, Taos, and expects to release version 1.0 of Acquisitions, the module
that will complete the suite of Taos products, early in fiscal 2002. During the
development of Taos, the Company has pursued contractual arrangements with
library systems desiring to purchase Taos once it is completed. Those contracts
include terms that are modified from time-to-time by agreement between the
parties, including terms with respect to the anticipated installation dates for
the various modules of the Taos system, but libraries are not obligated to agree
to such amendments. The Company has experienced some delays with certain
contractual installation schedules, which has resulted in the modification of
certain of these schedules and the termination of certain contracts. While the
Company believes that it will be able to substantially comply with the Taos
installation schedules currently in place with its customers, a variety of
factors could add additional delays in these projects. Such factors include the
difficulties associated with incorporating rapid technological change into the
Taos system, the Company's dependence on third-party suppliers, and the relative
scarcity of qualified technical staff. For additional risk factors that should
be read in conjunction with this disclosure, see Exhibit 99.1 "Cautionary
Statements - Additional Important Factors to Be Considered" in the Company's
Form 10-K for the year ended September 30, 2000.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
Exhibit 10.1 Data Research Associates, Inc. 2001 Stock Option Plan, as
approved on February 14, 2001
(b) Reports on Form 8-K
A report on Form 8-K (the date of report being January 8, 2001) was
filed on January 9, 2001. The items reported were Item 5 Other Events
and Item 7 Financial Statements and Exhibits.
14
PART II. OTHER INFORMATION
DATA RESEARCH ASSOCIATES, INC. AND SUBSIDIARIES
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.
DATA RESEARCH ASSOCIATES, INC.
May 15, 2001 /s/Michael J. Mellinger
- -------------- ------------------------------
Date Michael J. Mellinger
Chairman, President, and
Chief Executive Officer
(Principal Executive Officer)
May 15, 2001 /s/Katharine W. Biggs
- -------------- ------------------------------
Date Katharine W. Biggs
Vice President, and
Chief Financial Officer
(Principal Accounting Officer)