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 March 31, 2001
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to ____________
Commission File Number 000-21771
West Corporation
(Exact name of registrant as specified in its charter)
DELAWARE 47-0777362
(State or other jurisdiction of incorporation (IRS Employer Identification No.)
or organization)
11808 Miracle Hills Drive, Omaha, Nebraska 68154
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (402) 963-1500
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 __
---
At May 4, 2001, 64,719,081 shares of Common Stock, par value $.01 per share, of
the registrant were outstanding.
INDEX
Page No.
PART I. FINANCIAL INFORMATION................................................. 3
Item 1. Financial Statements
Consolidated Balance Sheets - March 31, 2001 and
December 31, 2000............................................... 3
Consolidated Statements of Operations -
Three Months Ended March 31, 2001 and 2000...................... 4
Consolidated Statements of Cash Flows - Three Months Ended
March 31, 2001 and 2000......................................... 5
Notes to Consolidated Financial Statements........................ 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations......................................... 8
Item 3. Quantitative and Qualitative Disclosure About Market Risk......... 10
PART II. OTHER INFORMATION..................................................... 11
Item 1. Legal Proceedings................................................. 11
Item 6. Exhibits and Reports on Form 8-K.................................. 12
SIGNATURES...................................................................... 13
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
WEST CORPORATION
CONSOLIDATED BALANCE SHEETS
(AMOUNTS IN THOUSANDS)
March 31, December 31,
2001 2000
------------ -------------
(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 142,066 $ 108,113
Accounts receivable, net of allowance for doubtful accounts of $7,101 and $6,611 116,945 129,695
Notes receivable 2,613 2,153
Accounts receivable - financing 43 19,154
Other 21,448 24,550
------------ -------------
Total current assets 283,115 283,665
PROPERTY AND EQUIPMENT:
Land and improvements 5,392 5,392
Buildings 30,855 30,678
Telephone and computer equipment 204,039 188,775
Office furniture and equipment 33,446 35,100
Leasehold improvements 56,481 56,724
Construction in process 13,974 17,243
------------ -------------
Total property and equipment 344,187 333,912
Accumulated depreciation and amortization (143,669) (136,734)
------------ -------------
Total property and equipment, net 200,518 197,178
GOODWILL, net of accumulated amortization of $7,327 and $6,906 43,206 43,627
NOTES RECEIVABLE AND OTHER ASSETS 27,903 29,437
------------ -------------
TOTAL ASSETS $ 554,742 $ 553,907
============ =============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 25,185 $ 46,132
Customer deposits and holdbacks 20,081 22,007
Accrued wages and benefits 15,125 13,353
Accrued phone expense 5,298 8,767
Other current liabilities 12,930 20,447
Current maturities of long-term obligations 17,737 19,580
Income tax payable 13,786 2,373
------------ -------------
Total current liabilities 110,142 132,659
LONG TERM OBLIGATIONS, less current maturities 18,081 21,775
DEFERRED INCOME TAXES 6,082 5,884
OTHER LONG TERM LIABILITIES 1,167 663
MINORITY INTEREST 14,874 14,801
COMMITMENTS AND CONTINGENCIES (Note 2) - -
STOCKHOLDERS' EQUITY
Preferred stock $0.01 par value, 10,000 shares authorized,
no shares issued and outstanding - -
Common stock $0.01 par value, 200,000 shares authorized, 64,818 shares issued and
64,715 outstanding and 64,547 shares issued and 64,445 outstanding 648 645
Additional paid-in capital 180,631 176,200
Retained earnings 225,778 203,941
Treasury stock at cost (102 shares) (2,661) (2,661)
------------ -------------
Total stockholders' equity 404,396 378,125
------------ -------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 554,742 $ 553,907
============ =============
The accompanying notes are an integral part of these financial statements.
3
WEST CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
Three Month Ended
March 31,
---------------------------
2001 2000
--------- ---------
REVENUE $ 203,042 $ 170,059
COST OF SERVICES 103,034 86,198
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 66,091 57,427
--------- ---------
OPERATING INCOME 33,917 26,434
OTHER INCOME (EXPENSE):
Interest income 1,182 1,002
Interest expense - including interest expense - financing of $148 and $31 (644) (1,227)
Other income (expense), net 116 691
--------- ---------
Other income 654 466
--------- ---------
INCOME BEFORE INCOME TAX EXPENSE AND MINORITY INTEREST 34,571 26,900
INCOME TAX EXPENSE:
Current income tax expense 13,910 10,583
Deferred income tax (benefit) (1,249) (711)
--------- ---------
Total income tax expense 12,661 9,872
--------- ---------
INCOME BEFORE MINORITY INTEREST 21,910 17,028
MINORITY INTEREST IN NET INCOME OF A CONSOLIDATED SUBSIDIARY 73 -
NET INCOME $ 21,837 $ 17,028
========= =========
EARNINGS PER COMMON SHARE:
Basic $ 0.34 $ 0.27
========= =========
Diluted $ 0.32 $ 0.25
========= =========
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:
Basic common shares 64,580 63,892
Dilutive impact of potential common shares from stock options 3,854 3,603
--------- ---------
Diluted common shares 68,434 67,495
========= =========
The accompanying notes are an integral part of these financial statements.
4
WEST CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(AMOUNTS IN THOUSANDS)
(UNAUDITED)
Three Months Ended
March 31,
-------- --------
2001 2000
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 21,837 $ 17,028
Adjustments to reconcile net income to net cash flows
from operating activities:
Depreciation and amortization 11,991 10,430
Loss on sale of equipment 13 47
Deferred income tax expense (benefit) (1,249) (711)
Minority Interest 73 -
Changes in operating assets and liabilities:
Accounts receivable 12,750 (13,859)
Other assets 5,866 (8,177)
Accounts payable (1,922) 12,517
Other liabilities and accrued expenses (8,710) 3,737
Customer deposits and holdbacks (1,926) 488
Income tax payable 11,413 11,438
-------- --------
Net cash flows from operating activities 50,136 32,938
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (14,739) (19,685)
Proceeds from disposal of property and equipment 33 1,076
Issuance of notes receivable (1,259) (255)
Proceeds from payments of notes receivable 885 -
-------- --------
Net cash flows from investing activities (15,080) (18,864)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments of long-term obligations (5,537) (4,259)
Proceeds from stock options exercised including 4,434 5,444
related tax benefits
Net change in accounts receivable financing and notes - 58
payable financing
-------- --------
Net cash flows from financing activities (1,103) 1,243
-------- --------
NET CHANGE IN CASH AND CASH EQUIVALENTS: 33,953 15,317
CASH AND CASH EQUIVALENTS, Beginning of period 108,113 61,865
-------- --------
CASH AND CASH EQUIVALENTS, End of period $142,066 $ 77,182
======== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for interest $ 574 $ 747
======== ========
Cash paid during the period for income taxes $ 678 $ 172
======== ========
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING ACTIVITIES:
Acquisition of property through assumption of $ - $ 2,825
long-term obligations
-------- --------
Application of accounts receivable to accounts payable $ 19,025 $ 14,396
======== ========
The accompanying notes are an integral part of these financial statements.
5
WEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF CONSOLIDATION AND PRESENTATION
West Corporation and its direct and indirect subsidiaries (the "Company")
is one of the largest independent providers of outsourced customer relationship
management, or CRM, solutions in the United States. The Company enables its
clients to completely outsource a full range of services, including processing
of customer initiated contacts, automated voice response services and direct
marketing services. The Company offers its services over the telephone and the
Internet. The Company's services minimize its clients' cost of managing their
customer relationships services, improve their customers' overall experience,
and provide its clients an opportunity to leverage customer data.
The Company provides its CRM solutions to Fortune 500 companies, leading
internet oriented companies and e-commerce companies. These services help its
clients acquire customers, provide customer support and generate repeat sales.
The Company operates a national network of 29 state-of-the-art customer contact
centers and seven automated voice and data processing centers throughout North
America and in India.
The accompanying unaudited consolidated financial statements reflect all
normal and recurring adjustments which are, in the opinion of management,
necessary for a fair presentation of the financial position, operating results,
and cash flows for the interim periods. The consolidated financial statements
should be read in conjunction with the consolidated financial statements and
notes thereto, together with management's discussion and analysis of financial
condition and results of operations, contained in the Company's Form 10-K for
the year ended December 31, 2000. All significant intercompany balances and
transactions have been eliminated. Certain amounts in prior fiscal periods have
been reclassified for comparative purposes.
2. COMMITMENTS AND CONTINGENCIES
From time to time, the Company is subject to lawsuits and claims which
arise out of its operations in the normal course of its business. The Company
and certain of its subsidiaries are defendants in various litigation matters in
the ordinary course of business, some of which involve claims for damages that
are substantial in amount. The Company believes, except for the items discussed
below and in its Form 10-K for the year ended December 31, 2000, for which the
Company is currently unable to predict the outcome, the disposition of claims
currently pending will not have a material adverse effect on the Company's
financial position or results of operations.
Glenn K. Jackson and Elsie Jackson v. West Telemarketing Corporation
Outbound and Does 1 through 100, inclusive, was filed in the United States
District Court for the Central District of California (No. CV-97-8281 TJH
(AIJx)), on August 12, 1997, and transferred to the United States District Court
for the Northern District of Texas, Dallas Division, where it is pending (Civil
Action No. 3:98-CV-0960-H). The complaint contains several causes of action,
all of which deal with the purchase by the Company's subsidiary, West
Telemarketing Corporation Outbound ("Outbound"), of two pieces of property from
the Resolution Trust Corporation ("RTC") during 1993 and 1994. The plaintiffs
contend that they also bid on the property, that Outbound learned the amount of
their bids, used that information to out-bid them and, ultimately, purchased the
property. The complaint seeks general damages, special damages, equitable
injunctive and restitutionary relief, including restitution of the property
involved, punitive damages, attorneys' fees, and litigation costs. On November
19, 1999, the Company's motion for summary judgment was granted in full. On
December 9, 1999, the plaintiffs appealed this summary judgment order to the
U.S. Court of Appeals for the Fifth Circuit. Plaintiffs filed their brief on
April 12, 2000 and the defendants filed their brief on June 16, 2000. The court
heard oral arguments on December 6, 2000. On April 4, 2001, the Fifth Circuit
affirmed summary judgment for the Company. On April 17, 2001, the Plaintiff
filed a Petition for Rehearing with the Fifth Circuit. On May 2, 2001, the Fifth
Circuit denied the Petition for Rehearing.
6
Richard Carney, et al. v. West TeleServices, Inc., et al. was filed on
October 31, 1997 in the 131st Judicial District Court of Bexar County, Texas.
Plaintiffs seek certification of a class consisting of all hourly employees of
the Company, West Telemarketing Corporation, Outbound, and West Telemarketing
Insurance Agency, Inc. Plaintiffs allege that they were not paid for all
compensable work performed by them during their employment. Plaintiffs seek
recovery under the theories of quantum meruit, common law fraud, common law
debt, conversion and civil theft. A partial summary judgment was granted to the
defendants on March 8, 2000 on breach of express contract and civil theft and on
all claims against the individual defendants. On May 12, 2000, the court
certified a class of plaintiffs and other similarly situated hourly employees of
the Company and several of its subsidiaries that allege they had not been paid
for all compensable work performed during their employment. On July 7, 2000,
defendants filed a brief for an interlocutory appeal of the certification order.
On November 1, 2000, the San Antonio Court of Appeals reversed and remanded the
certification order back to the district court for further proceedings. The
plaintiffs also amended their petition to allege quantum meruit as a theory of
recovery. On November 21, 2000, the district court entered an order modifying
its May 12, 2000 order granting class certification. The Company filed a notice
of appeal of the amended order, which remains pending. No claims remain in the
lawsuit that allow for an award of punitive damages under Texas law.
7
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The following discussion and analysis of the Company's financial condition
and results of operations should be read in conjunction with the Consolidated
Financial Statements and the Notes thereto. Certain statements under this
caption, and elsewhere in this Form 10-Q, constitute forward-looking statements,
which involve risks and uncertainties. The Company's actual results in the
future could differ significantly from the results discussed or implied in such
forward-looking statements. Factors that could cause or contribute to such
differences include, but are not limited to, the effect on financial performance
of increased competition in the outsourced CRM solutions industry, potential
future competition, competitive pricing for services, potential future competing
technologies and trends, dependence on technology and phone service, dependence
on the Company's labor force, reliance on major clients, the success of new
product innovations, legal proceedings and government regulation.
Results of Operations
Comparison of the Three Months Ended March 31, 2001 and 2000
Revenue: For the three months ended March 31, 2001, revenue increased
$32.9 million, or 19.3%, to $203.0 million up from $170.1 million for the three
months ended March 31, 2000. The increase in revenue included $4.9 million
derived from new clients and $28.0 million derived from existing clients. The
overall revenue increase is attributable to higher call volumes.
During the three months ended March 31, 2001, 80% of the Company's total
revenue was generated by 51 clients. This compares to 41 clients during the
comparable period in 2000. During the three months ended March 31, 2001, AT&T
remained the Company's largest client and accounted for 26% of total revenue,
down from 29% during the comparable period in 2000.
Cost of services: Cost of services represents direct labor, telephone
expense and other costs directly related to services activities. Costs of
services increased $16.8 million, or 19.5%, in the first quarter of 2001 to
$103.0 million, up from $86.2 million for the comparable period of 2000. As a
percentage of revenue, cost of services was 50.7% for both the first quarter of
2001 and the comparable period in 2000. Cost of services remained unchanged due
to the continued control of variable labor costs and telecommunication costs by
the Company.
Selling, general and administrative ("SG&A") expenses: SG&A expenses
increased by $8.7 million, or 15.1%, to $66.1 million for the first quarter of
2001 up from $57.4 million for the comparable period of 2000. As a percentage
of revenue, SG&A expenses decreased to 32.6% for the first quarter of 2001
compared to 33.8% for the comparable period of 2000. The decrease can be
attributed to a focus on cost reduction opportunities in anticipation of
softening market conditions.
Operating income: Operating income increased by $7.5 million, or 28.4%, to
$33.9 million in the first quarter of 2001 up from $26.4 million in the first
quarter of 2000. As a percentage of revenue, net operating income increased to
16.7% for the first quarter of 2001 compared to 15.5% for the corresponding
period of 2000 due to the factors discussed above for revenue, cost of services
and SG&A expenses.
8
Other income: Other income includes interest income from short-term
investments, interest income from an accounts receivable financing program (net
of the related interest expense to fund the program), interest income from
customer notes receivable and interest expense from short-term and long-term
borrowings under credit facilities, a mortgage note and capital leases. Other
income for the first quarter of 2001 totaled $654,000 compared to $466,000 for
the first quarter of 2000.
Net income: Net income increased by $4.8 million, or 28.2%, for the first
quarter of 2001, to $21.8 million from net income of $17.0 million for the first
quarter of 2000. Net income includes a provision for income tax expense at an
effective rate of approximately 36.6% for the three months ended March 31, 2001,
and approximately 36.7% for the comparable period of 2000.
Liquidity and Capital Resources
The Company's primary source of liquidity has been cash flow from operations,
supplemented by proceeds from notes payable, capital leases and borrowings under
its revolving bank lines of credit.
The Company has a $25.0 million unsecured revolving credit facility. Advances
under the revolving credit facility bear interest at the prime rate less 1.0%.
There were no borrowings outstanding under this facility at March 31, 2001. The
Company's credit facility contains certain financial covenants and restrictions,
which were met at March 31, 2001. The credit facility expires on June 29, 2001.
The Company believes it could increase the amount of the facility, if needed.
The Company also has a $1.0 million revolving bank line used to fund an
accounts receivable financing program offered to certain customers in the pay-
per-call industry. Borrowings under the bank line are limited to a borrowing
base of pledged accounts receivable from certain of the Company's qualified
customers which are assigned by the Company to the bank. Borrowings bear
interest at 1.0% below the prime rate. There were no borrowings under this
credit facility at March 31, 2001. The bank line expires on June 29, 2001. The
Company believes it could increase the amount of the facility, if needed.
Net cash flow from operating activities increased $17.2 million, or 52.2%, to
$50.1 million for the three months ended March 31, 2001, compared to net cash
flows from operating activities of $32.9 million for the three months ended
March 31, 2000. The increase was due primarily to an increase in net income, a
decrease in trade accounts receivable and a decrease in other assets. These
decreases were slightly offset by decreases in accounts payable and other
liabilities and accrued expenses.
Net cash flow used in investing activities was $15.1 million for the three
months ended March 31, 2001, compared to $18.9 million for the comparable period
of 2000. The decrease was primarily due to a reduction in the purchase of
property and equipment. The Company invested $14.7 million in contact center
expansion to support the growth of the Company's business for the three months
ended March 31, 2001, compared to $19.7 million during the same period in 2000.
All of the property and equipment purchases were financed through cash flow from
operations.
Net cash flow used in financing activities was $1.1 million for the three
months ended March 31, 2001, compared to a source of funds of $1.2 million for
the comparable period of 2000. During the three months ended March 31, 2001 and
2000, net cash flow used in financing activities was primarily for payments of
debt and capital lease obligations. These payments were $5.5 million during the
three months ended March 31, 2001 compared to $4.3 million for the comparable
period of 2000. Proceeds from stock options exercised including related tax
benefits was $4.4 million during the three months ended March 31, 2001 compared
to $5.4 million for the comparable period of 2000.
9
Capital Expenditures
The Company's operations continue to require significant capital
expenditures for capacity expansion and upgrades. Capital expenditures were
$14.7 million for the three months ended March 31, 2001. Capital expenditures
for the three months ended March 31, 2001 consisted primarily of equipment
purchases. The Company projects its capital expenditures for the remainder of
2001 to be approximately $35.0 million to $45.0 million, primarily for capacity
expansion and upgrades at existing facilities.
The Company believes cash flow from operations, together with existing cash
and cash equivalents, financing through capital or operating leases, and
available borrowings under its credit facilities will be adequate to meet its
capital requirements for the foreseeable future. The Company may pledge
additional property or assets of the Company or its subsidiaries, which are not
already pledged as collateral securing existing credit facilities or future
credit facilities. The Company or any of its affiliates may be required to
guarantee any existing or additional credit facilities.
Effects of Inflation
The Company does not believe that inflation has had a material effect on
its results of operations. However, there can be no assurance that the Company's
business will not be affected by inflation in the future.
Other Events
During the three months ended March 31, 2001, the Company executed lease
agreements for a 34,000 square foot office building in San Antonio, Texas and a
158,000 square foot office building, in Omaha, Nebraska that is currently under
construction and scheduled for completion in mid-2002. The leases have five-year
terms with renewal options. The lease payments are based on a variable interest
rate at 87.5 basis points over a selected LIBOR. The aggregate estimated lease
expense in 2001 is approximately $0.6 million but may vary depending on changes
in LIBOR. The Company may, at any time, elect to exercise a purchase option of
approximately $10 million for the San Antonio building and approximately $34
million for the Omaha building.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Certain statements under this caption constitute forward-looking
statements, which involve risks and uncertainties. The Company's actual results
in the future could differ significantly from the results discussed or implied
in such forward-looking statements. Factors that could cause or contribute to
such differences include, but are not limited to, the effect on financial
performance of increased competition in the outsourced CRM solutions industry,
potential future competition, competitive pricing for services, potential future
competing technologies and trends, dependence on technology and phone service,
dependence on the Company's labor force, reliance on major clients, the success
of new product innovations, legal proceedings and government regulation.
The Company does not use derivative financial and commodity instruments. The
Company's financial instruments include cash and cash equivalents, accounts and
notes receivable, accounts and notes payable and long-term obligations. The
Company's cash and cash equivalents, accounts and notes receivable and accounts
and notes payable balances are generally short-term in nature and do not expose
the Company to material market risk. The Company has $35.8 million of long-term
obligations and $26.0 million of credit facilities with variable interest rates.
There were no borrowings outstanding under these credit facilities at March 31,
2001. Management does not believe that changes in future interest rates on these
fixed and variable rate long-term obligations and credit facilities would have a
material effect on the Company's financial position, results of operations, or
cash flows given the Company's currently existing obligations under such long-
term obligations and credit facilities.
10
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, the Company is subject to lawsuits and claims which
arise out of its operations in the normal course of its business. The Company
and certain of its subsidiaries are defendants in various litigation matters in
the ordinary course of business, some of which involve claims for damages that
are substantial in amount. The Company believes, except for the items discussed
below and in its Form 10-K for the year ended December 31, 2000, for which the
Company is currently unable to predict the outcome, the disposition of claims
currently pending will not have a material adverse effect on the Company's
financial position or results of operations.
Glenn K. Jackson and Elsie Jackson v. West Telemarketing Corporation Outbound
and Does 1 through 100, inclusive, was filed in the United States District Court
for the Central District of California (No. CV-97-8281 TJH (AIJx)), on August
12, 1997, and transferred to the United States District Court for the Northern
District of Texas, Dallas Division, where it is pending (Civil Action No. 3:98-
CV-0960-H). The complaint contains several causes of action, all of which deal
with the purchase by Outbound, of two pieces of property from the Resolution
Trust Corporation ("RTC") during 1993 and 1994. The plaintiffs contend that they
also bid on the property, that Outbound learned the amount of their bids, used
that information to out-bid them and, ultimately, purchased the property. The
complaint seeks general damages, special damages, equitable injunctive and
restitutionary relief, including restitution of the property involved, punitive
damages, attorneys' fees, and litigation costs. On November 19, 1999, the
Company's motion for summary judgment was granted in full. On December 9, 1999,
the plaintiffs appealed this summary judgment order to the U.S. Court of Appeals
for the Fifth Circuit. Plaintiffs filed their brief on April 12, 2000 and the
defendants filed their brief on June 16, 2000. The court heard oral arguments on
December 6, 2000. On April 4, 2001, the Fifth Circuit affirmed summary judgment
for the Company. On April 17, 2001, the Plaintiff filed a Petition for Rehearing
with the Fifth Circuit. On May 2, 2001, the Fifth Circuit denied the Petition
for Rehearing.
11
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
None.
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the Company for the quarter ended
March 31, 2001.
12
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.
WEST CORPORATION
By: /s/ Thomas B. Barker
-------------------------------------------
Thomas B. Barker
President and Chief Executive Officer
By: /s/ Michael A. Micek
-------------------------------------------
Michael A. Micek
Chief Financial Officer,
Executive Vice President-Finance and Treasurer
Date: May 11, 2001
13