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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
Commission File Number: 000-28600
CCC INFORMATION SERVICES GROUP INC.
(Exact name of registrant as specified in its charter)
DELAWARE 54-1242469
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
WORLD TRADE CENTER CHICAGO
444 MERCHANDISE MART
CHICAGO, ILLINOIS 60654
(Address of principal executive offices, including zip code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(312) 222-4636
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
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None None
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
Common Stock, $0.10 par value
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 ___
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. / /
The aggregate market value of voting shares (based on the closing price of
those shares listed on the Nasdaq National Market and the consideration received
for those shares not listed on a national or regional exchange) held by
non-affiliates (as defined in Rule 405) of the registrant as of March 27, 2000
was $271,528,075.
As of March 27, 2000, 22,261,500 shares of CCC Information Services
Group Inc. common stock, par value $0.10 per share, were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Part III of this Annual Report on Form 10-K incorporates by reference
portions of the registrant's Notice of 2000 Annual Meeting of Stockholders and
Proxy Statement.
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CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
ANNUAL REPORT ON FORM 10-K
TABLE OF CONTENTS
PAGE(S)
--------
PART I
Item 1. Business.................................................... 1
Item 2. Properties.................................................. 13
Item 3. Legal Proceedings........................................... 14
Item 4. Submission of Matters to a Vote of Security Holders......... 15
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters....................................... 15
Item 6. Selected Financial Data..................................... 16
Item 7. Management's Discussion and Analysis of Results of
Operations and Financial Condition........................ 17
Item 7A. Quantitative and Qualitative Disclosure About Market Risk... 25
Item 8. Financial Statements and Supplementary Data................. 25
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure.................................. 25
PART III
Item 10. Directors and Executive Officers of the Registrant.......... 25
Item 11. Executive Compensation...................................... 25
Item 12. Security Ownership of Certain Beneficial Owners and
Management................................................ 25
Item 13. Certain Relationships and Related Transactions.............. 25
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form
8-K....................................................... 26
Signatures............................................................. 56
Directors and Executive Officers....................................... 57
Corporate Information.................................................. 59
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
This Annual Report on Form 10-K contains forward-looking statements within
the definition of Federal Securities laws. The section entitled "Forward Looking
Statements" contains additional disclosures concerning forward-looking
statements.
PART I
ITEM 1. BUSINESS
ORGANIZATION
CCC Information Services Group Inc. ("Company"), through its wholly owned
subsidiary CCC Information Services Inc. ("CCC") (collectively referred to as
the "Company"), is a supplier of automobile claims information and processing
services, claims management software and communication services. The Company's
services and products enable automobile insurance companies, automobile dealers,
collision repair facility customers and other participants in the automobile
claims industry to improve efficiency, manage costs and increase consumer
satisfaction in the management of automobile claims and restoration.
As of December 31, 1999, White River Ventures Inc. ("White River") held
approximately 33% of the total outstanding common stock of the Company. In
June 1998, the White River Corporation, the sole shareholder of White River, was
acquired in a merger with Demeter Holdings Corporation, which is solely
controlled by the President and Fellows of Harvard College, a Massachusetts
educational corporation and title-holding company for the endowment fund of
Harvard University. Charlesbank Capital Partners LLC is acting as investment
manager with respect to the investment of White River in the Company.
BUSINESS SUMMARY
The principal services and products offered by the Company automate the
process of evaluating and settling both total loss and repairable automobile
claims. When a vehicle cannot be repaired, the Company's vehicle valuation
services and products, primarily TOTAL LOSS, provide insurance companies with
the ability to settle total loss claims on the basis of market-specific vehicle
values. When a vehicle is repairable, the Company's collision estimating
services and products, principally PATHWAYS APPRAISAL SOLUTION and PATHWAYS
ESTIMATING SOLUTIONS, provide insurance appraisers and collision repair
facilities with up-to-date pricing, interactive decision support and
computer-assisted logic to produce accurate collision repair estimates. The
Company offers a communication services network, EZNET, which connects insurers,
appraisers and collision repair facilities. The Company's PATHWAYS workflow
management software is designed to integrate each of the Company's product
offerings on a common platform with a common graphical user interface,
facilitating the learning of new applications while providing the Company's
customers with a broader tool set for claims completion. The Company's Consumer
Services Division provides claims outsourcing services and products including
ACCESS, a vehicle restoration and management service and a complete outsourced
auto claims service. In addition, the Company provides claims management
services to the United Kingdom ("U.K.") market in Europe. The Company's services
and products represent an integrated solution, combining information, claims
management software and secure communication systems to improve the efficiency
of the automobile claims process. In 1999, the Company formed an Internet
Business-to-Business Division as an outgrowth of the CCC U.S. Division. This
division is concentrating on developing products and services that will serve
the automobile claims industry supply chain through the Internet.
The Company's principal customers include automobile insurance companies and
collision repair facilities. The Company's core competencies include collection
and processing of claims and automobile valuation and repair data,
object-oriented claims and collision repair software products, communications
network management, customer service and automobile insurance claims workflow
processes.
1
The Company sells its services and products to automobile insurance
companies through a direct sales force. The Company contracts with independent
sales representatives to sell its products to collision repair facilities. Over
60% of the Company's revenue for 1999 was derived from services and products
sold pursuant to contracts, which generally have multi-year terms. A substantial
portion of the Company's remaining revenue represented sales to customers that
have been doing business with the Company for many years. The Company's services
and products are generally sold under contracts with multi-year terms, with fees
being charged either on a monthly subscription or a per transaction basis. Of
the Company's ten largest insurance customers with multi-year contracts, five
were renewed in 1999 and two are due for renewal in 2000.
OVERVIEW OF THE UNITED STATES AUTOMOBILE INSURANCE CLAIMS PROCESS
The automobile claim and repair process generally involves four primary
participants: consumers, automobile insurance companies, collision repair
facilities and original equipment manufacturers. In addition, a multitude of
other service providers interact around the supply chain of the claim, such as
glass providers, car rental companies, towing companies, salvers and attorneys.
The interaction among these parties in the processing of a claim can be referred
to as the "automobile claims industry." The Company believes that the process of
repairing a damaged car can be time consuming, inefficient and costly. This
experience can be attributed to the fact that many manual steps are required,
resulting in delays required to transmit information and make decisions with
limited information. The process also includes numerous manual steps involving
participants in a variety of industries, most of whom are not linked together in
any type of automated and consistent network.
THE UNITED STATES AUTOMOBILE INSURANCE INDUSTRY
Of the companies offering private passenger automobile insurance in the
United States ("U.S."), the twenty largest providers dominate the market for
automobile insurance premiums. The Company estimates that total premium dollars
in the U.S. automobile insurance industry approximates $120 billion. This
industry's premium growth has been slow with insurance companies competing
principally on the basis of price, marketing, consumer satisfaction and claims
paying ability. State agencies closely regulate the product offerings, claims
processes and the premium structure of insurance companies. In addition, the
laws of many states require motorists to carry liability insurance at specified
minimum levels.
The automobile insurance industry is changing rapidly. The automobile
insurance marketplace is experiencing price constraints as a result of
increasing competition and regulatory activity. At the same time, policyholders
are demanding higher levels of customer service. The growing complexity and
sophistication of automobile design and engineering is increasing the actual
repair cost (referred to in the automobile claims industry as "severity") of
collision claims. In addition, the personal injury component of automobile
insurance claims is rising, in part, as a result of the increasing frequency and
magnitude of claims involving alleged bodily injury, including soft-tissue
claims. Competitive pressures and resistance by policyholders and regulators to
premium increases are causing insurance companies to focus on managing costs.
The Company believes that the insurance industry's focus on cost management
has been accompanied by an increased recognition that it is easier and more
cost-effective to retain an existing policy holder than to obtain a new customer
from a competitor. A customer's dissatisfaction with the claims handling process
is a frequently cited cause of policy non-renewal.
THE COLLISION REPAIR INDUSTRY
The collision repair industry, which has historically been extremely
fragmented, is consolidating. Most collision repair facilities are
owner-operated, single-location businesses which focus on a local market. The
Company estimates that 20,000 to 25,000 collision repair facilities have annual
revenues in excess of
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$300,000. These facilities tend to be larger, better capitalized and
increasingly reliant on professional and sophisticated management who are
adopting new technology and wholesale marketing techniques to compete.
The costs to operate a collision repair facility have risen substantially
over the past decade. Modern automobile designs coupled with extensive
environmental regulations are forcing repair facilities to make significant
capital investments in increasingly sophisticated equipment and better training.
At the same time, insurance companies are looking to collision repair facilities
to assist in cost containment.
Because a substantial portion of collision repair facility revenue is
sourced from automobile insurance companies, collision repair facility owners
are increasingly shifting their marketing efforts from consumer-oriented
advertising to wholesale marketing and insurance company referrals. For example,
many collision repair facilities are seeking to capitalize on insurance
industry-driven trends such as the growth in direct repair programs. A direct
repair program ("DRP") allows an insured whose automobile is involved in a
collision to have the repair performed within a network of approved repair
facilities. To participate in DRPs with major automobile insurance companies,
collision repair facilities must meet minimum standards for equipment, training
and facilities. To ensure continued satisfaction at both the referring insurance
company and consumer level, collision repair facilities must seek ways to
improve productivity and optimize the workflow of the automobile repair process.
To achieve these goals, collision repair facilities are making substantial
investments in capital equipment and computer technology.
THE AUTOMOBILE CLAIMS PROCESS
Insurance companies generally handle automobile physical damage claims in
one of three ways: in-house staff appraisals, direct repair programs and
independent adjustments.
STAFF APPRAISAL. The insurance industry employs staff appraisers and claims
representatives who, the Company estimates, handle most automobile claims. This
estimate is based on the Company's claims experience, and interviews with its
large automobile insurance company customers. Staff appraisers handle a broad
range of claims tasks, including appraisal, claims supplements, police
reporting, total loss files, salvage processing and settlement payments. Based
on the Company's internal estimates, staff appraisers typically handle twelve or
more claims per day when in a drive-in facility and three to five claims per day
when in the field. The Company believes that most insurance company staff
appraisers use collision estimating software to prepare collision repair
estimates.
DIRECT REPAIR PROGRAMS. Seventeen of the top twenty automobile insurers,
including each of the five largest, offer some form of DRP. Based on the
Company's interviews with its automobile insurance company customers, the
fastest-growing method for handling automobile claims is through a DRP. The
Company believes that DRPs represent significant opportunities to both
automobile insurance companies and collision repair facilities to increase the
satisfaction of their customers. By eliminating several days from the claims
process, insurers utilizing DRPs reduce replacement rental car expense and
eliminate the costs associated with dispatching an adjuster to appraise each
vehicle. An automated DRP ensures accurate estimates and increases the
productivity of auditors and reinspectors. The Company estimates that adjusters
who formerly completed only three to five estimates per day under a staff
appraisal program can review 20 to 25 claims per day under a DRP. Participating
collision repair facilities gain volume and efficiency and reduce disputes with
consumers and automobile insurance companies.
INDEPENDENT ADJUSTMENT. Independent claims adjusters generally handle the
remaining automobile claims. Independent adjusters offer their appraisal skills
to a variety of automobile insurance companies in a specific geographic
location. Insurers typically outsource claims to independent adjusters where
their market coverage does not justify hiring local staff or when the volume of
work exceeds local capacity. The Company estimates that approximately half of
the independent adjusters that handle auto claims use automated collision
estimating systems.
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NEEDS AND OPPORTUNITIES IN THE AUTOMOBILE CLAIMS PROCESS
The Company believes trends in the automobile insurance industry create
several identifiable needs. First, automobile insurers need to increase consumer
satisfaction through faster, more efficient claims handling procedures. Second,
automobile insurance companies need to improve working relationships with their
primary service providers through the exchange of auditable data and improved
communication. Third, insurers need to integrate emerging technologies into
their legacy mainframe hardware and software systems. Finally, smaller insurance
companies need to become cost competitive with the major insurers by adopting
solutions that provide economies of scale benefits.
Trends in the collision repair industry also present collision repair
facilities with several needs and opportunities. First, repair facilities need
to secure a steady supply of customers through efficient marketing and greater
connectivity to automobile insurance companies. Second, collision repair
facilities need to improve their operating efficiency, business management and
repair processing through affordable information and decision making tools.
The labor intensive and nonintegrated automobile claims process presents
numerous opportunities for improvement in both time and cost. The Company
believes that improvements in the automobile claims process will require that
participants have ready access to data, decision making tools and efficient
communications. As a result, there is a need for integrated, efficient solutions
in the appraisal, repair and settlement processes which will reduce the cycle
time of the repair as well as increase the utilization of assets and people
resources in the claim process. In short, automobile insurance companies and
collision repair facilities are looking for opportunities to reduce expenses and
improve customer satisfaction, and improving the claims process is a central
element of both.
OVERVIEW OF THE EUROPEAN AUTOMOBILE INSURANCE CLAIMS PROCESS
THE EUROPEAN AUTOMOBILE INSURANCE INDUSTRY
The European automobile insurance market continues to consolidate rapidly
with the emergence of a number of pan-European insurance groups with major
operating companies in all European countries. Across the market, the twin
pressures of price and customer service continue to force major change. There is
now a general acceptance among insurers that they can increase efficiency in
many aspects of claims management and this has led to an increasing focus on the
use of technology and the claims supply chain. As a consequence, there is a
rapidly emerging market and opportunity for complete claims solutions, combining
market know how and information technology. The market, however, has a very
conservative view of technology; the use of effective management information and
decision support tools has historically been very limited.
The actual size of the market for providers of claims solutions varies
significantly by territory, driven by local market and legal conditions.
However, in 2000, there will be over 34 million motor claims across Europe and,
at today's level of opportunity, the Company believes this equates to a
$700 million market.
THE COLLISION REPAIR INDUSTRY
As in the U.S., the collision repair industry has been consolidating rapidly
and moving towards larger, more capital-intensive units and repairer chains.
However, across Europe, there are still over 100,000 repair facilities. The
situation in the United Kingdom market is typical of the major European markets;
the number of repairers has halved in the last 7 years. In the future, the
Company believes the market will be dominated by large, factory repair
environments that deliver consistent customer service at the lowest cost to
repair. These collision repair facilities will handle increasingly large
components of the claims process and will have direct supply relationships with
only one or two insurance companies.
The emergence of direct supply relationships means that insurance companies
will likely deal with fewer and fewer repairers. The Company believes the
current process in which insurance companies are
4
downsizing their direct repair networks reflects this trend. In order to service
insurance company relationships, collision repair facilities are investing
heavily in computer technology and direct links with insurers. This trend
represents a major opportunity.
THE AUTOMOBILE CLAIMS PROCESS
Within the automobile claim process, the vehicle inspection/repair cost
audit is seen as the critical factor in driving down cost for the insurer.
Currently, insurers use a number of methods to manage this process:
PHYSICAL INSPECTION. The insurance company will physically inspect vehicles
to estimate repair costs. These inspections are carried out by the insurance
company's staff, or independent inspectors. This process is labor intensive and
costly relative to the overall cost of the claim. Most companies operating in
this area will use collision estimating software and some form of network data
capture. The use of approved repairer networks assists in minimizing the number
of inspection nodes. Insurance companies are constantly reviewing the cost of
internal versus third party inspection. There is a discernible trend towards the
use of third party agencies with a fixed price per inspection, however, this
service will increasingly be based around the use of technology within the
inspection process.
REMOTE INSPECTION. The use of remote video inspections continues to grow as
a low cost alternative to physical inspection. The falling cost of the
technology and the cost benefits available to the insurance companies is
expected to result in further growth. In essence, there are two types: live
moving image inspection and still image inspection offline. The provision of
these services represents a rapidly emerging outsourcing opportunity.
AUDIT. Currently, the use of computerized estimating in the analysis of
repair costs is limited and has had only partial success. There is a clear need
for automation and decision support tools to drive this option forward. The
Company believes it is uniquely placed to access this emerging opportunity.
NEEDS AND OPPORTUNITIES IN THE AUTOMOBILE CLAIMS PROCESS
The Company believes the needs and opportunities for the European automobile
claims market are similar to the U.S. claims market.
PRODUCTS AND SERVICES
The Company is organized into four divisions: CCC U.S., Consumer Services,
CCC International ("International") and Internet Business-to-Business, based on
the nature and market of the products and services and the methods used to
distribute these products and services. The CCC U.S. Division products and
services serve both automobile insurance customers and collision repair
customers. The CCC U.S. Division offers its products and services to insurance
customers through the use of a direct sales force and to its collision repair
facilities through the use of independent sales representatives. These products
and services generally are used by its customers to facilitate the processing of
automobile physical damage claims and improve decision-making and communication
between various parties involved in the automobile claims process. The Consumer
Services Division offers a suite of products and services for the complete
outsourcing of automobile physical damage claims and bodily injury claims. The
International Division offers products to help manage the claims process and
settlement of repairable automobile claims in Europe. The Internet
Business-to-Business Division, formed in 1999 as an outgrowth of the CCC U.S.
Division, is concentrating on developing products and services that will serve
the automobile claims industry supply chain through the Internet.
The Company's services and products are integrated for use with one another
across multiple platforms and are designed for ease of use by the large number
of people involved in the automobile claims process on a daily basis.
Approximately 67% of the Company's consolidated revenue for 1999 was
5
from the sale of products and services to automobile insurance companies with
the remainder sold to collision repair facilities and other customers. The
primary products and services sold by the CCC U.S. Division to automobile
insurance companies include: TOTAL LOSS, PATHWAYS APPRAISAL SOLUTION, PATHWAYS
DIGITAL IMAGING, CARS, GUIDEPOST, EZNET AND PATHWAYS APPRAISAL QUALITY SOLUTION.
The primary products and services sold by the CCC U.S. Division to collision
repair facilities include: PATHWAYS ESTIMATING SOLUTIONS, PATHWAYS DIGITAL
IMAGING, PATHWAYS ENTERPRISE SOLUTION, PATHWAYS PROFESSIONAL ADVANTAGE,
GUIDELINES AND EZNET. The primary products and services sold by the Consumer
Services Division include: ACCESS, independent appraisals and complete claims
processing outsourcing. The International Division provides claims processing
consulting services to insurance companies and independent appraisals.
PATHWAYS WORKSTATION SOFTWARE. PATHWAYS is a windows-based workstation
software platform designed to better serve the overall workflow needs of
insurance field staffs and collision repairers. PATHWAYS offers a common,
graphical user interface across all applications which organizes claims in
tabbed, electronic workfiles and reduces the time required to learn or develop
new software functions or applications. PATHWAYS includes a workflow manager
which assists users in managing all aspects of their day-to-day activities,
including receipt of new assignments, communication of completed activity,
electronic file notes and reports as well as the automatic logging of key events
in the claims process. The Company intends to integrate all of its existing
field applications into this platform and develop all future field applications
on PATHWAYS. PATHWAYS is fully integrated with the Company's communications
network, allowing adjusters to operate in the field, and thereby reduce office
and other expenses.
VEHICLE VALUATION SERVICES AND PRODUCTS. The Company's TOTAL LOSS service
provides insurance companies the ability to effect total loss settlements on the
basis of market-specific values utilizing physically inspected used car
inventories. The Company believes that its vehicle database, which contains
detailed information about millions of vehicles either physically inventoried
from one of more than 5,500 dealer lots or taken from recent advertisements, is
among the most comprehensive in North America. The Company uses its proprietary
database and valuation software to provide insurance companies with independent,
current, local market values and vehicle identification data. The Company
believes that its TOTAL LOSS product complies with the regulatory requirements
of all 50 states. Each total loss valuation includes a vehicle identification
search under VINGUARD, the Company's vehicle identification number fraud
protection program which matches current claims against the Company's database
of previously totaled or stolen vehicles.
COLLISION ESTIMATING SERVICES AND PRODUCTS. PATHWAYS APPRAISAL SOLUTION AND
PATHWAYS ESTIMATING SOLUTIONS (collectively referred to as "Pathway Collision
Estimating") are personal computer based collision estimating systems that
utilize intelligent logic to automate the process of eliminating repair activity
overlaps and automate all included operations and ancillary repair work in
preparing an estimate. Intelligent logic represents automation of procedure
pages from crash estimating guides that detail the steps involved in repairing
various parts of a damaged vehicle depending on the extent of the damage.
Pathways Collision Estimating provides automobile insurers and collision
repairers with fast and reliable estimates at a low cost. Pathways Collision
Estimating runs on IBM-compatible laptops or desktop computers and contains all
nine volumes of the MOTOR Crash Estimating Guide and other data necessary to
build an estimate. The Company licenses the MOTOR Crash Estimating Guide data
from a subsidiary of The Hearst Corporation. A unique feature of Pathways
Collision Estimating is its additional recycled part valuation database that
will display and automatically insert into the estimate a predicted price of
those recycled or salvage automotive parts statistically known to be available
in the local market in which the estimate is written. The Pathways Collision
Estimating software, MOTOR Crash Estimating Guide database and other associated
databases are updated via a monthly CD-ROM. Pathways Collision Estimating is
sold under multi-year contracts on a monthly subscription basis to both insurers
and collision repair facilities.
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PATHWAYS DIGITAL IMAGING. PATHWAYS DIGITAL IMAGING, a Pathways workstation
application, allows shops to capture and instantly transmit damage images,
thereby reducing the need for a physical vehicle inspection. The computerized
digital photo imaging system allows automobile insurers and collision repairers
to visually document vehicle damage and electronically communicate the image.
This reduces claims cycle time while eliminating film cost and saving travel and
overnight delivery expense. PATHWAYS DIGITAL IMAGING is sold under multi-year
contracts on a monthly subscription basis.
GUIDEPOST AND GUIDELINES DECISION SUPPORT. GUIDEPOST AND GUIDELINES are
executive information and data navigation software packages. GUIDEPOST allows
insurance managers to electronically evaluate results, format reports, drill
down for subject or personnel review and compare performance to industry and
regional indices. GUIDEPOST updates are distributed monthly. GUIDELINES is an
Internet based product which users access via a web browser and provides
functions for collision repair managers similar to GUIDEPOST.
EZNET COMMUNICATIONS NETWORK. EZNET connects insurers with their appraisers
and repair network partners. EZNET'S process management capabilities provide the
information required to make appropriate and timely decisions, regardless of
location or settlement process. EZNET is used principally for the complete
electronic communication of work files and estimates to staff appraisers or DRP
partners and for the receipt of auditable estimate data. The Company beilieves
that EZNET is the only communications network tailored to provide automated
communication service to participants in the automobile physical damage claim
process, including: mailboxing, messaging, routing, imaging, assignment
tracking, record library and third-party gateways. A unique feature of EZNET is
the electronic appraisal review feature that provides real-time exception
reporting to target reinspections and improves management control of DRP
networks and appraisers. EZNET also facilitates the management of car rental and
salvage disposition. EZNET is sold both on a per transaction basis and on a
monthly subscription basis.
CARS. CARS is a computerized rental car reservations service which is most
often used in conjunction with ACCESS services. During the claims reporting
process, a rental car is reserved for the consumer and the usage of the rental
car is monitored against the vehicle restoration date, thus improving consumer
satisfaction and reducing car rental expense. CARS is sold on a per transaction
basis and under multi-year agreements.
PATHWAYS APPRAISAL QUALITY SOLUTION. PATHWAYS APPRAISAL QUALITY SOLUTION is
a software package that allows insurance customers to electronically audit
claims files from most appraisal sources for quality control including repair
facilities, staff and independent appraisers. In addition, insurers can use
available historical data to track performance. The PATHWAYS APPRAISAL QUALITY
SOLUTION provides a means to establish and monitor compliance to standards in
reinspection programs, increasing insurers' ability to manage labor rates, cycle
times, parts usage and other aspects of the claims process. PATHWAYS APPRAISAL
QUALITY SOLUTION is sold on a per transaction basis and under multi-year
agreements.
7
PATHWAYS ENTERPRISE SOLUTION. PATHWAYS ENTERPRISE SOLUTION offers a
computerized management information system for collision repair operations.
PATHWAYS ENTERPRISE SOLUTION is based on the latest Microsoft development tools
which allows for centralized management of consolidated collision repair
operations.
PATHWAYS PROFESSIONAL ADVANTAGE. PATHWAYS PROFESSIONAL ADVANTAGE offers a
computerized management information system for collision repair operations
similar to PATHWAYS ENTERPRISE SOLUTION. It use, however, is for single location
collision repair facility.
CLAIMS OUTSOURCING SERVICES AND PRODUCTS. ACCESS is an outsourced vehicle
appraisal and restoration management service. Insurance companies use ACCESS to
appraise and settle claims without hiring either additional staff or independent
appraisers. ACCESS uses the Company's certified network of fully equipped repair
facilities and the Company's claims management tools to provide fast, low cost
claims settlement with high customer satisfaction. In addition, the Company
provides reinspection and restoration management staff for quality assurance.
ACCESS is sold on a per claim basis under multi-year agreements. The Company
offers third party claims administration ("TPA"), a complete claims outsourcing
service that manages all aspects of the claim process. Using a proprietary,
state-of-the-art, paperless claims management system, the outsourcing service
takes the initial loss notification and manages the file through settlement.
INTERNATIONAL CLAIMS PROCESSING CONSULTING AND APPRAISAL SERVICES. CCC
International provides claims consulting and expertise for insurance companies
and D.W. Norris Limited provides vehicle accident damage assessment, accident
investigation, theft investigation and other third-party insurance services in
the U.K.
CUSTOMERS
The Company's business is based on relationships with the two primary users
of the Company's services: automobile insurance companies and collision repair
facilities. The Company's customers include the largest U.S. automobile
insurance companies and most of the small to medium size automobile insurance
companies in the country.
The Company's products are used by more than 13,000 collision repair
facilities. The Company has collision repair customers in all 50 states,
including most major metropolitan markets. In addition to assisting collision
repair facilities in managing their businesses, many of these customers use the
Company's services and products as a means to participate in insurance DRP
programs, thereby making the use of the Company's services and products
important to the repair facilities business growth.
Over 60% of the Company's revenue for 1999 was derived from services and
products sold pursuant to contracts having multi-year terms. A substantial
portion of the Company's remaining revenue represented sales to customers that
have been doing business with the Company for many years. Fees for the Company's
services and products are charged either on a monthly subscription or a per
transaction basis. Of the Company's ten largest insurance customers with
multi-year contracts, five were renewed in 1999 and two are due for renewal in
2000.
SALES AND MARKETING
Including independent sales representatives, the Company utilizes
approximately 300 sales and service professionals across five different sales
organizations and certain other sales and marketing functions to market and sell
its services and products. Descriptions for each of the five sales organizations
and the marketing function as of December 31, 1999 are below:
NATIONAL SALES ORGANIZATION. The National Sales Organization is comprised
of national account managers ("NAMs") who focus on the Company's overall
relationships with the home and regional offices
8
of insurance companies. NAMs are experienced sales professionals charged with
meeting customers' business needs with a consultative approach.
TECHNICAL ACCOUNT MANAGEMENT GROUP. The Technical Account Management Group
consists of Technical Account Managers ("TAMs") who identify opportunities to
better integrate CCC products and services with our clients' internal systems,
resulting in the development of custom and standards-based user interfaces. The
TAMs also play a critical role in reviewing customer business practices to
benchmark current operations and to identify opportunities for improvement.
TAMs often work closely with customer system staffs to assure smooth
implementation of more technically complicated and customized service offerings.
FIELD SALES & SERVICE GROUP. Claims office territory managers are deployed
geographically with responsibility for individual claims offices of the
Company's insurance clients. These employees are charged with on-going field
training and support for the Company's transaction-based businesses. The
Company's territory managers assist claim managers with the training of high
turnover personnel, program result analysis and problem resolution.
Increasingly, territory managers are functioning as claim settlement
consultants.
PRODUCT SALES AND DELIVERY ORGANIZATION. The Product Sales and Delivery
Organization ("PSDO") is focused on the quality sale and delivery of the
Company's products and services into the insurance market. A team of product
specialists, who are industry experts in specific client process segments are
responsible for growing the Company's market share. They work closely with other
sales organizations to bring specific product expertise to our customers.
COLLISION REPAIR REPRESENTATIVES. The Company contracts with independent
sales representatives to sell the Company's products to collision repair
facilities across the country. The primary representatives are assigned
geographic territories and often employ secondary representatives to increase
presence in particular areas. The representatives are highly experienced within
the collision repair industry and typically assist customers in dealing with a
variety of business issues. The Company has recently converted a portion of its
collision repair independent representative sales force to full-time employees
focused on servicing and cross-selling current collision repair customers.
MARKETING. CCC's strategic marketing organization conducts product
marketing and management that enables the sales organization to create awareness
and interest for the Company's products and services. The marketing organization
also develops and structures sales/marketing programs that help drive demand and
action in the markets the company serves. These tools and programs aid sales in
their efforts to demonstrate to customers the value of CCC's suite of products
and services.
TRAINING AND SUPPORT
Field appraisers, claim representatives and collision repair facility owners
use the Company's tools and information for decision making. The Company
addresses its customer service needs through a field and telephone training and
support staff that consists of approximately 350 employees. The support staff
consists of individuals with technical knowledge and experience relating not
only to application software, operating systems and network communications, but
also to new and used car automobile markets and collision repair. The Company
routinely analyzes customer call types to modify products or training and,
whenever necessary, will dispatch a field representative to provide process
assistance.
TECHNOLOGY
Underlying each of the Company's principal services and products are
databases which customers access through the Company's software and
communications network.
9
VEHICLE VALUATION PRODUCTS AND SERVICES. The Company's proprietary database
of valuation data used in connection with its TOTAL LOSS products and services
is built through the Company's own data collection network. This network
includes detailed used car inventory and sales data from more than 5,500
automobile dealers throughout the U.S. and Canada, as well as data from local
newspaper advertisements and prior transactions. The database includes more than
18 million prior valuations, including theft data. The Company maintains its
TOTAL LOSS database on a mainframe computer which customers directly access
through the Company's proprietary communications network and personal computer
software as well as telephone or facsimile.
COLLISION ESTIMATING PRODUCTS AND SERVICES. The Company offers its Pathways
Collision Estimating products and services through a personal computer-based,
open systems approach using its object-oriented design and implementation. The
Company's principal database for its collision estimating products is the MOTOR
Crash Estimating Guide published by a subsidiary of The Hearst Corporation. The
Company licenses this database under a contract which was extended in 1998 for a
term of 20 years, that grants to the Company a license to publish the database
electronically. This contract includes the exclusive license for intelligent
logic to the insurance industry, the integral component of collision estimating
software. See further discussion of this contract under "Intellectual Property."
EZNET COMMUNICATIONS NETWORK. The Company's communications network, EZNET,
transmits and processes both staff and direct repair claims data. EZNET'S
Transport Layer provides reliable, secure data transmission. EZNET'S Workflow
Layer routes claims information and status updates to multiple recipients
according to insurance company preference and provides storage through network
mailboxes maintained by the Company. EZNET supports all major communications
protocols, including X25, SNA, ISDN and TCP/IP and wireless communication as
well as industry standards such as the Collision Industry Electronic Commerce
Association and emerging XML standards.
PATHWAYS ENVIRONMENT. The Company has built and completed class libraries
consisting of approximately 1,000 business and system objects that serve as the
foundation of its PATHWAYS product line. These objects were designed with a work
flow orientation and are used in a framework to manage databases, maintain model
persistence, create electronic workfiles, and facilitate communications. These
elements are used in conjunction with a common graphical user interface for all
applications. This approach is intended to offer many advantages to the
Company's customers, including ease of training and integration of complementary
systems and legacy applications. In addition, the graphical user interface and
object-oriented foundation of these services and products are designed to enable
faster introduction of additional application modules with greater product
quality assurance as well as easy integration with customer-developed software
applications. The Company intends to build all new products within this
framework and to migrate existing products to it. The Pathways product line was
issued a U.S. patent in September of 1999.
EUROPEAN MARKET PRODUCTS AND SERVICES. The Company entered into a joint
venture agreement with Hearst Communications Inc. for the purpose of assisting
Hearst in the development and implementation of the Company's technology and
tools for the European market. As part of the joint venture, the Company intends
to deliver its collision estimating products and services which include a
European version of the MOTOR database as well as an enhanced communications
network. The enhanced communications network includes the Company's Quality
Advisor Appraisal Review, Pathways Quality Advisor, Guidepost Online, a
business-to-business web based information management tool and the Office Tool
Kit, a web based business-to-business claims office management tool.
10
PRODUCT DEVELOPMENT AND PROGRAMMING
The Company's ability to maintain and grow its position in the claims
industry is dependent upon expansion of its products and services. Investments
in development are therefore critical to obtaining new customers and renewals
from existing customers. The Company's product development and programming
efforts principally consist of software development, development of enhanced
communication protocols and applications, and database design and enhancement.
Product engineering activities focus on improving speed to market of new
products, services, and enhancements, adding new business functions without
affecting existing products and services, and reducing development costs. The
Company uses its class library of objects, knowledge of its clients' workflows
and its automated testing tools to deliver quality workflow-oriented solutions
to the marketplace quickly. The Company develops products, including new
offerings, in close collaboration with its clients based on specific needs and
marketplace requirements. The Company's total product development and
programming expense was $23.1 million, $25.8 million and $20.2 million for the
years ended December 31, 1999, 1998 and 1997, respectively.
INTELLECTUAL PROPERTY
The Company relies primarily on a combination of contracts, intellectual
property laws, confidentiality agreements and software security measures to
protect its proprietary technology. The Company distributes its products under
written license agreements, which grant end-users a license to use the Company's
services and products and which contain various provisions intended to protect
the Company's ownership and confidentiality of the underlying technology. The
Company also requires all of its employees and other parties with access to its
confidential information to execute agreements prohibiting the unauthorized use
or disclosure of the Company's technology.
11
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
The Company has trademarked virtually all of its products and services.
These trademarks are used by the Company in the advertising and marketing of the
Company's products and services. PATHWAYS and CCC are well-known marks within
the automobile insurance and collision repair industries. The Company has
patents for its collision estimating product pertaining to the comparison and
analysis of the "repair or replace" and the "new or used" parts decisions. In
1999, the Company received a patent for the PATHWAYS system and method for
managing insurance claim processing. While the TOTAL LOSS calculation process is
not patented, the methodology and processes are trade secrets of the Company and
are essential to the Company's TOTAL LOSS business. Despite these precautions,
the Company believes that existing laws provide only limited protection for the
Company's technology and that it may be possible for a third party to
misappropriate the Company's technology or to independently develop similar
technology.
Certain data used in the Company's services and products is licensed from
third parties for which they receive royalties. The Company does not believe
that the Company's services and products are significantly dependent upon
licensed data, other than the MOTOR Crash Estimating Guide data, because the
Company believes it can find alternative sources for such data. The Company does
not believe that it has access to an alternative database that would provide
comparable information to the MOTOR Crash Estimating Guide. The MOTOR Crash
Estimating Guide is licensed from the Hearst Corporation under a contract having
a scheduled expiration of April 1, 2018. Any interruption of the Company's
access to the MOTOR Crash Estimating Guide data could have a material adverse
effect on the Company's business, financial condition and results of operations.
The Company is not engaged in any material disputes with other parties with
respect to the ownership or use of the Company's proprietary technology. There
can be no assurance that other parties will not assert technology infringement
claims against the Company in the future. The litigation of such a claim may
involve significant expense and management time. In addition, if any such claim
were successful, the Company could be required to pay monetary damages and may
also be required to either refrain from distributing the infringing product or
obtain a license from the party asserting the claim (which license may not be
available on commercially reasonable terms).
COMPETITION
The market for the Company's products is highly competitive. The Company
competes primarily on product differentiation, customer service and price. The
Company's principal competitors have been a historically small division of
Automatic Data Processing ("ADP") and Mitchell International ("Mitchell").
Mitchell was a subsidiary of The Thomson Corporation ("Thomson"). Thomson sold
the Mitchell division to Hellman & Freidman LLC, a private equity firm, in
February 2000. ADP offers both a personal computer based collision estimating
system and a total loss product to the automobile insurance industry. It offers
a different collision estimating system and a digital imaging system to the
collision repair industry. Mitchell publishes crash guides for both the
automobile insurance and collision repair industries and markets collision
estimating, shop management and imaging products. In addition, there are several
very small collision estimating programs sold into the market which do not use
intelligent logic. In addition, the claims outsourcing business competes with
various outsourcing service providers and TPA entities. The Company has
experienced steady competitive price pressure, particularly in the collision
estimating market and vehicle valuation market, over the past few years and
expects that trend to continue. The strength of this trend may cause the Company
to alter its mix of services, features and prices.
The Company intends to address competitive price pressures by providing high
quality, feature enhanced products and services to its clients. The Company
intends to continue to develop user-friendly claims products and services
incorporating its comprehensive proprietary inventory of data. The Company
12
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
expects that the PATHWAYS workflow manager will provide the necessary position
with its insurance and collision repair customers to effectively compete against
competitive price pressures.
At times, insurance companies have entered into agreements with service
providers (including ADP, Mitchell and CCC) wherein the agreement provides, in
part, that the insurance company will either use the product or service of that
vendor on an exclusive basis or designate the vendor as a preferred provider of
that product or service. If it is an exclusive agreement, the insurance company
mandates that collision repair facilities, independent appraisers and regional
offices use the particular product or service. If the vendor is a preferred
provider, the collision repair facilities, appraisers and regional offices, are
encouraged to use the preferred product, but may still choose another vendor's
product or service. Additionally, some insurance companies mandate that all
products be tested and approved at the companies' national level before regional
levels can purchase such products. The benefits of being an endorsed product or
on the approved list of an insurance company include immediate customer
availability and a head start over competitors who may not be so approved. With
respect to those insurance companies that have endorsed ADP or Thomson, but not
CCC, the Company will be at a competitive disadvantage.
In connection with the Company's strategy to provide outsourced claims
processing services, the Company competes with other third-party service
providers, some of whom may have more capital and greater resources than the
Company.
The Company currently processes the majority of insurer-to-collision repair
facility repair assignment and estimate retrieval for DRPs through its EZNET
communications network. The Company believes there is a wide range of
prospective competitors in this service area, many of which have greater
resources than the Company.
EMPLOYEES
As of December 31, 1999, the Company had approximately 1,680 full-time
employees of whom approximately 250 were employed in sales and marketing
functions (excluding independent collision repair representatives),
approximately 350 were employed in customer support functions, approximately 375
in product development and quality assurance functions, approximately 570 in
operations and approximately 135 in finance and administration. Of the 1,680
employees, approximately 1,465 employees are located in the U.S. and
approximately 215 employees are located in the U.K. The Company regularly seeks
to identify skilled software engineers and other potential employee candidates,
and has found that competition for personnel in the software industry is
intense. The Company believes its ability to recruit and retain highly skilled
technical and other management personnel will be critical to execute its
business plan. The Company's employees are not represented by any collective
bargaining agreement or organization. The Company believes that its
relationships with its employees are good.
ITEM 2. PROPERTIES
The Company's corporate office is located in Chicago, Illinois, where the
Company leases approximately 141,000 square feet of a multi-tenant facility
under two leases, one which expires in January 2004 and the second which expires
in November 2008. The Company leases approximately 84,000 square feet of a
facility in Glendora, California, where a satellite development center and
distribution center are housed, under a lease expiring in December 2004. The
Company also leases 26,000 square feet of a facility in Placentia, California,
where Professional Claims Services, Inc. provides claims adjusting and third
party administration in the western United States, under a lease expiring in
November 2001. The Company purchased a 50,000 square foot facility in Sioux
Falls, South Dakota in 1998 in connection with relocating certain customer
service and claims processing operations. In addition, the Company leases 9,500
square
13
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
feet of a facility through February 2009 in Peterborough, U.K., where CCC
International provides claims consulting and expertise for insurance companies
and 14,400 square feet of a facility through April 2006 in Shipley, U.K., where
D.W. Norris Limited provides vehicle accident damage assessment, accident
investigation, theft investigation and other third-party insurance services. The
Company believes that its existing facilities and additional or alternative
space available to it are adequate to meet its requirements for the foreseeable
future.
ITEM 3. LEGAL PROCEEDINGS
In March 1999, the Company completed settlement of a lawsuit involving a
former independent sales representative. The settlement resulted in a charge of
$1.7 million including among other things payment for past earned commissions,
resolution of disputed commissions and other costs associated with the
resolution of the dispute.
On January 31, 2000, a putative class action lawsuit was filed against CCC,
Dairyland Insurance Co., and Sentry Insurance Company. Susanna Cook v. Dairyland
Ins. Co., Sentry Ins. and CCC Information Services, Inc., No. 2000 L-1 (Circuit
Court of Johnson County, Illinois). Plaintiff alleges that her insurance
company, using the Company's TOTAL LOSS product, offered an inadequate amount
for her automobile. Plaintiff seeks to represent a nationwide class of all
insurance customers who, during the period from January 28, 1989 up to the date
of trial, had their total loss claims settled using a valuation report prepared
by CCC. The complaint also seeks certification of a defendant class consisting
of all insurance companies who used the Company's valuation reports to determine
the "actual cash value" of totaled vehicles. Plaintiff asserts various common
law and contract claims against the defendant insurance companies, and various
common law claims against CCC. Plaintiff seeks an unspecified amount of
compensatory and punitive damages, as well as an award of attorneys' fees and
costs.
The above action follows the filing of several other putative class actions,
which name only CCC and individual insurance companies. Those actions, each of
which was filed by the same plaintiffs' attorney in the Circuit Court of Cook
County, Illinois, are captioned as follows: ALVAREZ-FLORES V. AMERICAN FINANCIAL
GROUP, INC., ATLANTA CASUALTY CO., AND CCC INFORMATION SERVICES, INC., No. 99 CH
15032 (filed 10/19/99); GIBSON V. ORION AUTO, GUARANTY NATIONAL INS. CO. AND CCC
INFORMATION SERVICES, INC., No. 99 CH 15082 (filed 10/20/99); KEILLER V. FARMERS
INSURANCE GROUP OF COMPANIES, FARMERS GROUP, INC., FARMERS INSURANCE EXCHANGE,
FARMERS INSURANCE CO. OF OREGON, AND CCC INFORMATION SERVICES, INC., No. 99 CH
15485 (filed 10/27/99); STEPHENS V. THE PROGRESSIVE CORP., PROGRESSIVE PREFERRED
INS. CO. AND CCC INFORMATION SERVICES, INC., No. 99 CH 15557 (10/28/99); MYERS
V. TRAVELERS PROPERTY CASUALTY CORP., THE TRAVELERS INDEMNITY COMPANY OF
AMERICA, AND CCC INFORMATION SERVICES, INC., No. 00 CH 2793 (filed 2/22/00).
In the Cook County cases, plaintiffs allege that their individual insurance
companies, using CCC's TOTAL LOSS valuation product, offered plaintiffs an
inadequate amount for their automobiles. The plaintiffs further allege that
CCC's TOTAL LOSS product does not provide fair, accurate values for used
vehicles. The plaintiffs assert various common law and statutory claims against
CCC and the individual insurers. In each case, plaintiffs seek to represent a
class of customers who made a total loss claim for which their individual
insurer defendant used a valuation report by CCC, and who allegedly did not
receive the market value of their automobile. Plaintiffs seek unspecified
compensatory and punitive damages and an award of attorneys' fees and expenses.
Certain of the insurance company defendants have filed preliminary motions to
dismiss plaintiffs' claims and/or to compel appraisals. Those motions are
currently pending. As of this date, there has been no ruling on plaintiffs'
class action allegation.
The Company, in its ordinary course of business, is a party to various other
legal actions, including six individual non-class action litigations asserting
various claims relating to CCC's total loss valuation
14
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
product. CCC is also aware of other pending litigation in which claims are
asserted against certain of CCC's insurer clients based on allegations that
CCC's total loss product produces inadequate valuations, where CCC is not a
party. Management believes these individual actions are routine in nature and
incidental to its operations.
CCC intends to vigorously defend all of the above described lawsuits to
which it is a party, and support its customers in other actions. Due to the
numerous legal and factual issues that must be resolved during the course of
litigation, CCC is unable to predict the ultimate outcome of any of these
actions. If CCC were held liable in any of the actions (or otherwise concludes
that it is in CCC's best interest to settle any of them), CCC could be required
to pay monetary damages (or settlement payments). Depending upon the theory of
recovery or the resolution of the plaintiff's claims for compensatory and
punitive damages, or potential claims for indemnification or contribution by
CCC's customers in any of the actions, these monetary damages (or settlement
payments) could be substantial and could have a material adverse effect on CCC's
business, financial condition or results of operations. The Company is unable to
estimate the magnitude of its exposure, if any, at this time. As additional
information is gathered and the litigations proceed, CCC will continue to assess
its potential impact.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company's common stock (symbol: CCCG) is traded on the Nasdaq National
Market ("Nasdaq"). Low and high sales prices of the common stock were as
follows:
1999 1998
----------------------------------------- -----------------------------------------
FOURTH THIRD SECOND FIRST FOURTH THIRD SECOND FIRST
QUARTER QUARTER QUARTER QUARTER QUARTER QUARTER QUARTER QUARTER
-------- -------- -------- -------- -------- -------- -------- --------
Low.................. $ 9.88 $ 9.50 $10.94 $11.50 $ 9.50 $11.13 $16.31 $18.88
High................. $17.13 $13.19 $13.50 $16.13 $17.25 $17.75 $28.13 $28.75
Since the Company's public offering of common stock in August of 1996, no
dividends have been declared on shares of the Company's common stock and the
Company's Board of Directors currently has no intention of declaring such
dividends. As of March 27, 2000, there were 22,261,500 shares of common stock
issued and outstanding. There were 81 stockholders of record on March 27, 2000,
plus an indeterminate number of stockholders that hold shares of common stock in
the names of nominees.
15
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
ITEM 6. SELECTED FINANCIAL DATA
YEAR ENDED DECEMBER 31,
----------------------------------------------------
1999 1998 1997 1996 1995
-------- -------- -------- -------- --------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
CONSOLIDATED STATEMENT OF OPERATIONS DATA:
Revenues.................................................... $207,797 $188,169 $159,106 $130,977 $115,519
Expenses:
Operating expenses........................................ 189,810 164,813 133,401 110,846 104,697
Reduction-in-force........................................ 2,242 -- -- -- --
Litigation settlements.................................... -- 1,650 -- -- 4,500
Relocation of claims settlement function.................. -- 1,707 -- -- --
-------- -------- -------- -------- --------
Operating income............................................ 15,745 19,999 25,705 20,131 6,322
Interest expense............................................ (1,399) (258) (139) (2,562) (5,809)
Other income, net........................................... 412 697 1,505 636 482
-------- -------- -------- -------- --------
Income before income taxes.................................. 14,758 20,438 27,071 18,205 995
Income tax (provision) benefit.............................. (7,361) (8,860) (11,239) (2,683) 291
Income before equity losses, minority interest and
extraordinary item........................................ 7,397 11,578 15,832 15,522 1,286
-------- -------- -------- -------- --------
Equity in net losses of affiliates.......................... (6,645) (11,658) -- -- --
Minority share in earnings of subsidiaries.................. -- (1) -- -- --
Income (loss) before extraordinary item..................... 752 (81) 15,832 15,522 1,286
-------- -------- -------- -------- --------
Extraordinary loss on early retirement of debt, net of
income taxes.............................................. -- -- -- (678) --
-------- -------- -------- -------- --------
Net income (loss)........................................... 752 (81) 15,832 14,844 1,286
Dividends and accretion on mandatorily redeemable preferred
stock..................................................... (2) 43 (365) (6,694) (3,003)
-------- -------- -------- -------- --------
Net income (loss) applicable to common stock................ $ 750 $ (38) $ 15,467 $ 8,150 $ (1,717)
======== ======== ======== ======== ========
INCOME (LOSS) PER COMMON SHARE--BASIC
Income (loss) applicable to common stock from:
Income (loss) before extraordinary item................... $ 0.03 $ -- $ 0.65 $ 0.46 $ (0.11)
Extraordinary loss on early retirement of debt, net of
income taxes............................................ -- -- -- (0.03) --
-------- -------- -------- -------- --------
Net income (loss) applicable to common stock................ $ 0.03 $ -- $ 0.65 $ 0.43 $ (0.11)
======== ======== ======== ======== ========
INCOME (LOSS) PER COMMON SHARE--DILUTED
Income (loss) applicable to common stock from:
Income (loss) before extraordinary item................... $ 0.03 $ -- $ 0.62 $ 0.43 $ (0.11)
Extraordinary loss on early retirement of debt, net of
income taxes............................................ -- -- -- (0.03) --
-------- -------- -------- -------- --------
Net income (loss) applicable to common stock................ $ 0.03 $ -- $ 0.62 $ 0.40 $ (0.11)
======== ======== ======== ======== ========
Weighted average shares outstanding:
Basic..................................................... 22,856 24,616 23,807 19,056 16,300
Diluted................................................... 23,162 25,188 24,959 20,367 16,300
DECEMBER 31,
----------------------------------------------------
1999 1998 1997 1996 1995
---- -------- -------- -------- --------
(IN THOUSANDS)
CONSOLIDATED BALANCE SHEET DATA:
Cash and marketable securities............................ $ 1,378 $ 1,526 $32,118 $18,404 $ 3,895
Working capital........................................... (3,868) 3,281 28,735 8,093 (17,953)
Total assets.............................................. 84,549 79,018 83,494 58,268 44,093
Current portion of long-term debt......................... 440 -- 111 120 7,660
Long-term debt, excluding current maturities.............. 24,685 11,000 -- 111 27,220
Mandatorily redeemable preferred stock.................... -- 688 5,054 4,688 34,125
Stockholders' equity (deficit)............................ 15,261 35,303 45,827 24,293 (56,420)
16
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
OVERVIEW
The Company is a supplier of automobile claims information and processing,
claims management software and communication services. The Company's customers
include insurance companies and collision repair facilities. The Company's
products and services are designed to improve efficiency, manage costs and
increase consumer satisfaction in the management of automobile claims and
restoration.
The Company is organized into four divisions, CCC U.S., Consumer Services,
International and Internet Business-to-Business based on the nature and market
of the products and services and the methods used to distribute these products
and services. The CCC U.S. Division products and services serve both insurance
customers and collision repair customers. The CCC U.S. Division offers its
products and services to insurance customers through the use of a direct sales
force and to its collision repair facilities through the use of independent
sales representatives. These products and services generally are used by its
customers to facilitate the processing of automobile physical damage claims,
improve decision making and communication between various parties involved in
the automobile claims process. The Consumer Services Division offers a suite of
products and services for the complete outsourcing of automobile physical damage
claims and bodily injury claims. The International Division offers products to
help manage the claims process and settlement of repairable automobile claims.
The Internet Business-to-Business Division, formed in 1999 as an outgrowth of
the CCC U.S. Division, is concentrating on developing products and services that
will serve the automobile claims industry supply chain through the Internet. The
Company sells its products to two primary customer groups: insurance companies
(approximately 67% of revenue in 1999) and collision repair facilities. In
addition, certain Company products and services are aimed at improving the
efficiency of both markets by enabling the two groups to communicate
electronically. The Company's principal products for insurance companies are its
TOTAL LOSS vehicle valuation service, used to estimate the value of unrepairable
vehicles, and its PATHWAYScollision estimating software, used to estimate the
cost of repairing vehicles. The primary products and services sold by the CCC
U.S. Division to insurance companies include: TOTAL LOSS, PATHWAYS APPRAISAL
SOLUTION, PATHWAYS DIGITAL IMAGING, CARS, GUIDEPOST, EZNET AND PATHWAYS
APPRAISAL QUALITY SOLUTION. The primary products and services sold by the CCC
U.S. Division to collision repair facilities include: PATHWAYS ESTIMATING
SOLUTIONS, PATHWAYS DIGITAL IMAGING, PATHWAYS ENTERPRISE SOLUTION, PATHWAYS
PROFESSIONAL ADVANTAGE, GUIDELINES AND EZNET. The Company also offers its
PATHWAYS workflow management software, which integrates the Company's
information and software products into a total workflow management solution for
insurance field appraisal staffs. In addition to claims processing tools, the
Consumer Services Division offers insurers ACCESS, an integrated appraisal and
restoration management service and a TPA, a complete claims outsourcing service.
The International Division provides claims processing consulting services to
insurance companies and independent automobile appraisals.
TOTAL LOSS vehicle valuation services are generally obtained through direct
dial-up access to the Company's host-based valuation system and billed to
insurance companies on a per valuation basis or under contract terms that
specify fixed fees for a prescribed number of transactions. Collision estimating
software subscriptions are billed monthly in advance. EZNET communication
services are generally priced on a per transaction basis. ACCESS, PATHWAYS
APPRAISAL QUALITY SOLUTION and CARS services are billed monthly on a per
transaction basis. The TPA services are sold on a per claim and performance
sharing basis under multi-year contracts. Monthly subscription and transaction
rates for all products and services are established under negotiated contracts
or pricing agreements. In general, customer account balances are settled
monthly. Under the terms of certain contracts involving quarterly or annual
prepayments,
17
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
deferred revenues are recorded and subsequently recognized over the periods in
which related revenues are earned.
Customer contracts generally have multi-year terms. A substantial portion of
the Company's revenues were earned under contracts with customers that provide
for exclusivity or specify minimum purchase requirements; most remaining revenue
represented sales to customers that have been doing business with the Company
for many years. Use of multi-year contracts is common practice within the
industry, making it difficult to take customers from competitors during the
contract term.
As a result of debt incurred in connection with the Company's 1988
acquisition of CCC, the Company became highly leveraged. The Company's ability
to invest in new product development and conduct its business in accordance with
its business plan was constrained by limitations imposed by its acquisition
borrowings. In June 1994, the Company completed a recapitalization. In
connection with this recapitalization, White River acquired $39 million of
Mandatorily Redeemable Preferred Stock ("Preferred Stock"), and 7,050,840 shares
of the Company's common stock and CCC entered into a new bank credit facility.
The Preferred Stock had certain rights set forth in detail in Note
16--Mandatorily Redeemable Preferred Stock of the consolidated financial
statements. In particular, the Series E Preferred Stock had permitted White
River and its affiliates to cast 51% of the votes to be casted on any matter to
be voted on by the holders of the Company's common stock, subject to reductions
in the event that either the Company redeemed part of the outstanding Series E
Preferred Stock or White River and its affiliates no longer held all of such
stock. In addition, under the terms of a Stockholders Agreement among White
River and certain stockholders, including the Company's Chairman (the
"Management Stockholders"), the parties had agreed, subject to fiduciary duties,
that White River would vote with the Management Stockholders regarding defined
business combinations and subsequent offerings of Company common stock. This
Stockholders Agreement expired in June 1999. In addition, all the remaining
outstanding Preferred Stock was redeemed in June of 1999. Due to this final
redemption, White River no longer has majority voting rights.
The Company expenses research and development costs as incurred. The Company
has evaluated the establishment of technological feasibility of its product in
accordance with Statement of Financial Accounting Standard No. 86, "Accounting
for the Costs of Computer Software to be Sold, Leased or Otherwise Marketed."
The Company sells its products in a market that is subject to rapid
technological change, new product development and changing customer needs.
Accordingly, technological feasibility of the Company's products is generally
not established until the development of the product is nearly complete. The
Company defines technological feasibility as the completion of a working model.
The time period during which costs could be capitalized, from the point of
reaching technological feasibility until the time of general product release, is
typically very short and, consequently, amounts subject to capitalization have
not been significant.
The Company believes that its future success depends on its ability to
enhance its current services and products and to develop new services and
products that address the needs of its customers. As a result, the Company has
in the past and intends to continue to commit substantial resources to product
development and programming. During the three years ended December 31, 1999, the
Company expended approximately $69.1 million for product development and
programming.
18
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
RESULTS OF OPERATIONS
The Company's net income (loss) for the periods indicated, are set forth
below:
YEAR ENDED DECEMBER 31,
------------------------------
1999 1998 1997
-------- -------- --------
(IN THOUSANDS)
Revenues.................................................... $207,797 $188,169 $159,106
Expenses:
Production and customer support........................... 63,343 48,242 35,657
Commissions, royalties and licenses....................... 16,372 21,495 18,939
Selling, general and administrative....................... 76,480 60,053 50,914
Depreciation and amortization............................. 10,497 9,210 7,688
Product development and programming....................... 23,118 25,813 20,203
Reduction-in-force........................................ 2,242 -- --
Litigation settlement..................................... -- 1,650 --
Relocation of claims settlement function.................. -- 1,707 --
-------- -------- --------
Operating income............................................ 15,745 19,999 25,705
Interest expense............................................ (1,399) (258) (139)
Other income, net........................................... 412 697 1,505
-------- -------- --------
Income before income taxes.................................. 14,758 20,438 27,071
Income tax provision........................................ (7,361) (8,860) (11,239)
-------- -------- --------
Income before equity losses and minority interest........... 7,397 11,578 15,832
Equity in net losses of affiliates.......................... (6,645) (11,658) --
Minority share in earnings of subsidiaries.................. -- (1) --
-------- -------- --------
Net income (loss)........................................... $ 752 $ (81) $ 15,832
======== ======== ========
19
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
NET INCOME (LOSS) AS A PERCENTAGE OF REVENUE
The Company's net income (loss), as a percentage of revenue for the periods
indicated, are set forth below:
YEAR ENDED DECEMBER 31,
------------------------------
1999 1998 1997
-------- -------- --------
Revenues.................................................... 100.0% 100.0% 100.0%
----- ----- -----
Expenses:
Production and customer support........................... 30.5 25.7 22.4
Commissions, royalties and licenses....................... 7.9 11.4 11.9
Selling, general and administrative....................... 36.8 31.9 32.0
Depreciation and amortization............................. 5.1 4.9 4.8
Product development and programming....................... 11.1 13.7 12.7
Reduction-in-force........................................ 1.1 -- --
Litigation settlement..................................... -- 0.9 --
Relocation of claims settlement function.................. -- 0.9 --
----- ----- -----
Operating income............................................ 7.5 10.6 16.2
Interest expense............................................ (0.7) (0.1) (0.1)
Other income, net........................................... 0.2 0.4 0.9
----- ----- -----
Income before income taxes.................................. 7.0 10.9 17.0
Income tax provision........................................ (3.5) (4.7) (7.1)
----- ----- -----
Income before equity losses and minority interest........... 3.5 6.2 9.9
Equity in net losses of affiliates.......................... (3.2) (6.2) --
Minority share in earnings of subsidiaries.................. -- -- --
----- ----- -----
Net income (loss)........................................... 0.3% 0.0% 9.9%
===== ===== =====
1999 COMPARED WITH 1998
For the year ended December 31, 1999, the Company reported net income
applicable to common stock of $0.8 million, or $0.03 per share on a diluted
basis, versus a net loss applicable to common stock of $38,000, or $0.00 per
share on a diluted basis, for the same period last year. Operating income for
the year ended December 31, 1999 of $15.7 million declined $4.3 million, or
21.3% as a result of an increase in operating expenses. Operating expenses
increased $23.9 million, or 14.2%, reflecting the growth in the Consumer
Services Division and the International Division businesses, a charge for the
reduction-in-force and increased expenditures to improve infrastructure and new
business initiatives.
REVENUES. Revenues for the year ended December 31, 1999 of $207.8 million
were $19.6 million, or 10.4%, higher than the same period last year. The
increase in revenues was primarily attributable to continued growth in the
Consumer Services Division and International Division businesses as well as
growth in the CCC U.S. Division's digital imaging and collision estimating
products. Revenues for the CCC U.S. Division for the year ended December 31,
1999 were $173.7 million, or 3.3%, higher than 1998. The Consumer Services
Division revenues of $28.8 million were $9.4 million, or 48.7%, higher than the
same period last year. Of this increase, approximately $5.7 million can be
attributed to the acquisition of Professional Claims Services, Inc. in late
1998. In addition, revenues for the International Division for the year ended
December 31, 1999 of $5.3 million were $4.6 million, or 683.7%, higher than
1998. Of this
20
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
increase, approximately $4.6 million can be attributed to the acquisition of
CCC International, in late 1998, and D.W. Norris, Limited, in late 1999.
PRODUCTION AND CUSTOMER SUPPORT. Production and customer support increased
from $48.2 million, or 25.7% of revenue, to $63.3 million, or 30.5% of revenue.
The year over year increase was due primarily to additional production and
customer support related to the Consumer Services Division and the International
Division. In addition, the introduction of PATHWAYS ENTERPRISE SOLUTION product
of the CCC U.S. Division increased customer training costs year-over-year.
COMMISSIONS, ROYALTIES AND LICENSES. Commission, royalties and licenses
decreased from $21.5 million, or 11.4% of revenues, to $16.4 million, or 7.9% of
revenues. The decrease in dollars and as a percentage of revenue was due
primarily to a decrease in commissions. The commission decrease was a result of
the CCC U.S. Division's conversion of a portion of its independent sales
representatives for collision repair facilities to salaried employees and the
Company's elimination of certain of its highly commissioned dealer services
products.
SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative
increased from $60.1 million, or 31.9% of revenues, to $76.5 million, or 36.8%
of revenues. The increase in dollars was due primarily to consulting costs for
projects aimed at improving the internal telecommunications and customer service
infrastructure, a compensation charge of $1.2 million as a result of a stock
repurchase from a charitable trust funded by the Company's chairman, David M.
Phillips, and reorganization costs of CCC U.S.'s automotive services group. The
automotive services group reorganization costs of $4.1 million include severance
costs and conversion costs of independent sales representatives to salaried
employees.
DEPRECIATION AND AMORTIZATION. Depreciation and amortization increased from
$9.2 million, or 4.9% of revenues, to $10.5 million, or 5.1% of revenues. The
increase in dollars was mainly the result of an increase in goodwill
amortization resulting from acquisitions occurring in late 1998 and 1999 and an
increase in amortization of internal use software costs, primarily those
relating to a new customer relationship management system.
PRODUCT DEVELOPMENT AND PROGRAMMING. Product development and programming
decreased from $25.8 million, or 13.7% of revenue, to $23.1 million, or 11.1% or
revenue. The dollar and percentage of revenue decreases were due primarily to
the Company's development efforts on international claims processing tool
products being reimbursed monthly by the Enterstand Joint Venture, an
international joint venture which develops products for the European marketplace
("Enterstand"). See Note 4--Enterstand Joint Venture of the consolidated
financial statements.
REDUCTION-IN-FORCE. The Company incurred a reduction-in-force charge of
$2.2 million in the fourth quarter of 1999. The charge consisted primarily of
severance and outplacement costs related to the termination of approximately 100
employees. This reduction was part of a Company-wide effort to improve
profitability to help fund new initiatives, such as the Internet
Business-to-Business division projects. The Company estimates that this action
will reduce future operating expenses by approximately $7.0 million annually.
INTEREST EXPENSE. Interest expense increased from $0.3 million in 1998 to
$1.4 million in 1999. The increase from 1998 was due to borrowings in 1999 under
the Company's bank credit facility and increased costs associated with the
amended bank credit facility. The increase in borrowings was mainly the result
of the Company stock repurchase program and acquisitions.
21
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
OTHER INCOME, NET. Other income, net decreased from $0.7 million in 1998 to
$0.4 million in 1999. The decline from prior year was primarily the result of
lower interest income from the investment of excess cash.
INCOME TAXES. Income taxes decreased from $8.9 million, or 43.4% of income
before taxes, to $7.4 million, or 49.9% of income before taxes. The dollar
decrease and the rate increase were mainly attributable to lower pretax income.
EQUITY IN NET LOSSES OF AFFILIATES. Equity in net losses of affiliates
decreased from $11.6 million in 1998 to $6.6 million in 1999. The results
included $4.2 million and $11.4 million in losses relating to InsurQuote
Systems Inc. ("Insurquote") for 1999 and 1998, respectively, and $2.4 million
and $0.2 million in losses relating to the Enterstand for 1999 and 1998,
respectively. The Company ceased recording the net losses of Insurquote in the
second quarter of 1999 as a result of a new investor funding InsurQuote's net
losses subsequent to March 31, 1999.
1998 COMPARED WITH 1997
For the year ended December 31, 1998, the Company reported a net loss
applicable to common stock of $38,000, or $0.00 per share on a diluted basis,
versus net income applicable to common stock of $15.5 million, or $0.62 per
share on a diluted basis, in 1997. The change in income per share on a diluted
basis was the result of recording the equity in net losses of affiliates of
$11.7 million, or $0.46 per share, a litigation settlement of $0.04 per share,
relocation of claims settlement function of $0.04 per share, as well as other
increases in expenses ahead of revenue growth as described below. Operating
income for the year ended December 31, 1998 of $20.0 million was also
$5.7 million less than the same period last year reflecting increased spending
on new and enhanced products and customer support activities. The equity in net
losses of affiliates of $11.7 million is principally the result of the Company's
equity investment in InsurQuote, which resulted in the Company recording
InsurQuote's net losses of $11.4 million for 1998.
REVENUES. Revenues for the year ended December 31, 1998 of $188.2 million
were $29.1 million, or 18.3% higher than in 1997. The increase in revenues was
due primarily to continued growth in the Company's Consumer Services Division.
Revenues for the Consumer Services Division for the year ended December 31, 1998
of $19.4 million were $11.5 million or 147.8% higher than the previous year. In
addition, CCC U.S. revenues for the for the year ended December 31, 1998 of
$168.1 million were $16.8 million or 11.1% higher than the previous year. The
increase in CCC U.S.'s revenue was due to growth in the number of digital
imaging product and collision estimating software seats.
PRODUCTION AND CUSTOMER SUPPORT. Production and customer support increased
from $35.7 million or 22.4% of revenue to $48.2 million or 25.7% of revenue. The
year over year variance was due primarily to additional production and customer
support related to Consumer Services, Pathways Collision Estimating seats and
the introduction of PATHWAYS ENTERPRISE SOLUTION.
COMMISSIONS, ROYALTIES AND LICENSES. Commission, royalties and licenses
increased from $18.9 million or 11.9% of revenues to $21.5 or 11.4% of revenues.
The increase was due primarily to higher revenues from the CCC U.S. collision
estimating product which generates both a commission and a data royalty.
SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative
increased from $50.9 million or 32.0% of revenues to $60.0 million or 31.9% of
revenues. Headcount increases as well as higher average wages necessary to
recruit and retain key employees were the principal reasons for the increase,
along with
22
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
additional bad debt provisions associated with the expansion of the CCC U.S.'s
collision repair facility customer base.
DEPRECIATION AND AMORTIZATION. Depreciation and amortization increased from
$7.7 million to $9.2 million. The increase in depreciation year over year was
principally the result of higher internal capital expenditures for the Consumer
Services Division and depreciation and amortization associated with the
acquisitions in 1998.
PRODUCT DEVELOPMENT AND PROGRAMMING. Product development and programming
increased from $20.2 million or 12.7% of revenue to $25.8 million or 13.7% or
revenue. The increase in costs over prior year mainly related to the growth in
the Consumer Services Division, Year 2000 compliance spending and other new
product development.
LITIGATION SETTLEMENT. Litigation settlement costs of $1.7 million related
to a claim filed in the fourth quarter of 1998 by an independent sales
representative settled in early 1999.
RELOCATION OF CLAIMS SETTLEMENT FUNCTION. Relocation of the claims
settlement function of $1.7 million related to relocating certain customer
service and claims processing operations to South Dakota was incurred in 1998.
OTHER INCOME/INTEREST EXPENSE AND INCOME TAXES. Net other income/interest
decreased from $1.4 million to $0.4 million. The effective income tax rate
increased from 41.5% to 43.4%.
EQUITY IN NET LOSSES OF AFFILIATES: 1998 results include an $11.4 million
loss in InsurQuote and $0.2 million loss from Enterstand.
LIQUIDITY AND CAPITAL RESOURCES
During the year ended December 31, 1999, net cash provided by operating
activities was $26 million. During that same period, the Company purchased
equipment and software for $10.4 million and purchased two subsidiaries for
$5.6 million to expand its International Division and Consumer Services Division
operations. The Company also repurchased 2.1 million of its outstanding shares
for $24.1 million. In addition, the Company paid severance costs of
approximately $1.9 million related to a reduction-in-force during the fourth
quarter of 1999. The Company will pay an additional $0.3 million in 2000. This
reduction was part of a Company-wide effort to improve profitability to help
fund new initiatives, such as the Internet Business-to-Business Division
projects. The Company estimates that this will reduce future operating expenses
by approximately $7 million annually.
During the year ended December 31, 1998, net cash provided by operating
activities was $15.9 million. The Company applied $11.0 million to purchase
equipment and software and $1.8 million to the purchase of land and building in
Sioux Falls, South Dakota associated with the relocation of certain customer
service and claims processing operations. The Company invested $20 million in
InsurQuote, which is developing services to manage insurance rating information.
The Company purchased two subsidiaries for $4.5 million to enter the European
market and to expand its Consumer Services operations and invested $2.0 million
in Enterstand. The Company also repurchased 1.4 million of the Company's
outstanding shares for $15.7 million.
On October 28, 1998, the credit facility between CCC and its commercial bank
was amended and restated from the original revolving credit agreement entered
into on August 22, 1996. Under the amended credit facility, CCC increased its
ability to borrow under the revolving line of credit to $50 million.
Subsequently, under the terms of the amended bank credit facility, CCC's ability
to borrow under the
23
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
credit facility was increased from $50 million to $100 million on February 10,
1999. The line of credit commitment will be reduced by $10 million on
October 31, 2001, $15 million on October 31, 2003 and $75 million on
October 31, 2003. The interest rate under the amended bank credit facility is
the London Interbank Offering Rate ("LIBOR") plus 1.0% or the prime rate in
effect from time to time, as selected by CCC. The Company's principal liquidity
requirements include its operating activities, including product development,
and its investments in internal and customer capital equipment.
Under the bank facility, CCC is, with certain exceptions, prohibited from
making certain sales or transfers of assets, incurring nonpermitted indebtedness
or encumbrances, and redeeming or repurchasing its capital stock, among other
restrictions. In addition, the bank credit facility requires CCC to maintain
certain levels of operating cash flow and debt coverage, and limits CCC's
ability to make investments and declare dividends. CCC is currently in
compliance with all of the covenants included in the bank credit facility.
The Company has over the past three years been able to fund all of its
working capital needs and capital expenditures from cash generated from
operations. Management believes that cash flows from operations and available
credit line facility will be sufficient to meet the Company's liquidity needs
over the next 12 months. There can be no assurance, however, that the Company
will be able to satisfy its liquidity needs in the future without engaging in
financing activities beyond those described above.
YEAR 2000 ISSUE
Some computers, software and other equipment included programming code in
which calendar year data was abbreviated to only two digits. As a result of this
design decision, some of these systems could have failed to operate or failed to
produce correct results if "00" was interpreted to mean 1900, rather than 2000
("Year 2000 Problem"). The Company has defined an application to be Year 2000
compliant if it can accurately process date data (including calculating,
comparing and sequencing) from, into and between 1999 and 2000, including leap
year calculations. The Company successfully converted all of its customers to
Year 2000 compliant version of its software without any service interruptions or
any significant problems. In addition, the Company did not experience any
interruption of service and any significant Year 2000 Problems related to its
internal technology systems, other non-technology systems or suppliers.
In 1999, the Company incurred approximately $2.4 million in expenses to
complete all required modifications, upgrades, and/or replacements of its
products and internal systems related to the Year 2000 Problem.
FORWARD-LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995 contains certain safe
harbors regarding forward-looking statements. In that context, the discussion in
this Item 7 contains forward-looking statements which involve certain degrees of
risk and uncertainties, including statements relating to liquidity and capital
resources. Except for the historical information, the matters discussed in this
Item 7 are such forward-looking statements that involve risks and uncertainties,
including, without limitation, the effect of competitive pricing within the
industry, the presence of competitors with greater financial resources than the
Company, the intense competition for top software engineering talent and the
volatile nature of technological change within the automobile claims industry.
Additional factors that could affect the Company's financial condition and
results of operations are included in the Company's Final Prospectus in
connection with the Registration Statement on Form S-1, as amended, filed with
the Securities and Exchange Commission on August 16, 1996, Commission File
Number 333-07287.
24
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
As a result of the 1998 acquisition of CCC International and the 1999
acquisition of D.W. Norris Limited, the Company has operations in the U.K. All
foreign operations are measured in British Pounds. As a result, the Company's
financial results could be affected by factors such as changes in foreign
currency exchange rates or weak economic conditions in the foreign markets in
which the Company has operations.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements and supplementary data required with respect to
this Item 8 are listed in Item 14(a)(1) and 14(a)(2) included elsewhere in this
filing
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this item is hereby incorporated by reference in
the Company's definitive proxy statement which is to be filed with the
Securities and Exchange Commission within 120 days of the Company's fiscal year
ended December 31, 1999.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is hereby incorporated by reference in
the Company's definitive proxy statement which is to be filed with the
Securities and Exchange Commission within 120 days of the Company's fiscal year
ended December 31, 1999.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this item is hereby incorporated by reference in
the Company's definitive proxy statement which is to be filed with the
Securities and Exchange Commission within 120 days of the Company's fiscal year
ended December 31, 1999.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is hereby incorporated by reference in
the Company's definitive proxy statement which is to be filed with the
Securities and Exchange Commission within 120 days of the Company's fiscal year
ended December 31, 1999.
25
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) Index to Consolidated Financial Statements and Schedules
1. Consolidated Financial Statements
PAGE(S)
--------
Report of Independent Accountants........................... 27
Consolidated Financial Statements:
Consolidated Statement of Operations...................... 28
Consolidated Balance Sheet................................ 29
Consolidated Statement of Cash Flow....................... 30
Consolidated Statement of Stockholders' Equity............ 31
Notes to Consolidated Financial Statements................ 32-53
2. Financial Statement Schedule
All other schedules have been omitted because the required information is
included in the financial statements or notes thereto or because they are not
required.
3. Exhibits
(b) Reports on Form 8-K
No reports on Form 8-K were filed by CCC Information Services Group Inc. for
the quarter ended December 31, 1999.
26
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholders
of CCC Information Services Group Inc.
In our opinion, the consolidated financial statements listed in the
accompanying index appearing under Item 14(a)1 present fairly, in all material
respects, the financial position of CCC Information Services Group Inc. and its
subsidiaries at December 31, 1999 and 1998, and the results of their operations
and their cash flows for each of the three years in the period ended
December 31, 1999, in conformity with accounting principles generally accepted
in the United States. In addition, in our opinion, the financial statement
schedule listed in the accompanying index appearing under Item 14(a)2 presents
fairly, in all material respects, the information set forth therein when read in
conjunction with the related consolidated financial statements. These financial
statements and financial statement schedule are the responsibility of CCC
Information Services Group Inc.'s management; our responsibility is to express
an opinion on these financial statements and financial statement schedule based
on our audits. We conducted our audits of these statements in accordance with
auditing standards generally accepted in the United States, which require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for the opinion expressed above.
PRICEWATERHOUSECOOPERS LLP
March 20, 2000
Chicago, Illinois
27
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
YEAR ENDED DECEMBER 31,
------------------------------
1999 1998 1997
-------- -------- --------
Revenues.................................................... $207,797 $188,169 $159,106
Expenses:
Production and customer support........................... 63,343 48,242 35,657
Commissions, royalties and licenses....................... 16,372 21,495 18,939
Selling, general and administrative....................... 76,480 60,053 50,914
Depreciation and amortization............................. 10,497 9,210 7,688
Product development and programming....................... 23,118 25,813 20,203
Reduction-in-force........................................ 2,242 -- --
Litigation settlement..................................... -- 1,650 --
Relocation of claims settlement function.................. -- 1,707 --
-------- -------- --------
Operating income............................................ 15,745 19,999 25,705
Interest expense............................................ (1,399) (258) (139)
Other income, net........................................... 412 697 1,505
-------- -------- --------
Income before income taxes.................................. 14,758 20,438 27,071
Income tax provision........................................ (7,361) (8,860) (11,239)
-------- -------- --------
Income before equity losses and minority interest........... 7,397 11,578 15,832
Equity in net losses of affiliates.......................... (6,645) (11,658) --
Minority share in earnings of subsidiaries.................. -- (1) --
-------- -------- --------
Net income (loss)........................................... 752 (81) 15,832
Dividends and accretion on mandatorily redeemable
preferred stock........................................... (2) 43 (365)
-------- -------- --------
Net income (loss) applicable to common stock................ $ 750 $ (38) $ 15,467
======== ======== ========
PER SHARE DATA:
Income per common share--basic.............................. $ 0.03 $ -- $ 0.65
======== ======== ========
Income per common share--diluted............................ $ 0.03 $ -- $ 0.62
======== ======== ========
Weighted average shares outstanding:
Basic..................................................... 22,856 24,616 23,807
Diluted................................................... 23,162 25,188 24,959
The accompanying notes are an integral part of these consolidated financial
statements.
28
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(IN THOUSANDS)
DECEMBER 31,
-------------------
1999 1998
-------- --------
ASSETS
Cash........................................................ $ 1,378 $ 1,526
Accounts receivable, net.................................... 24,377 23,212
Income taxes receivable..................................... -- 272
Other current assets........................................ 11,546 5,726
------- -------
Total current assets.................................. 37,301 30,736
Property and equipment, net................................. 17,807 14,951
Goodwill, net............................................... 16,358 12,799
Deferred income taxes....................................... 6,719 7,371
Investments in affiliates................................... 3,402 9,843
Other assets................................................ 2,962 3,318
------- -------
Total Assets.......................................... $84,549 $79,018
======= =======
LIABILITIES, MANDATORILY REDEEMABLE PREFERRED STOCK
AND STOCKHOLDERS' EQUITY
Accounts payable and accrued expenses....................... $35,548 $23,128
Income taxes payable........................................ 1,188 --
Current portion of long-term debt........................... 440 --
Deferred revenues........................................... 3,993 4,327
------- -------
Total current liabilities............................. 41,169 27,455
Long-term debt.............................................. 24,685 11,000
Deferred revenues........................................... 368 956
Other liabilities........................................... 3,061 3,611
Minority interest........................................... 5 5
------- -------
Total liabilities..................................... 69,288 43,027
------- -------
Commitments and contingencies (Notes 22 and 24).............
Mandatorily redeemable preferred stock ($1.00 par value,
100,000 shares authorized, no shares and 684 shares
designated and outstanding at December 31, 1999 and 1998,
respectively)............................................. -- 688
------- -------
Common stock ($0.10 par value, 30,000,000 shares authorized,
21,991,826 and 23,700,165 shares issued and outstanding at
December 31, 1999 and 1998, respectively)................. 2,549 2,510
Additional paid-in capital.................................. 98,799 95,573
Accumulated deficit......................................... (45,719) (46,469)
Accumulated other comprehensive loss........................ (65) (26)
Treasury stock, at cost (3,618,115 and 1,521,925 common
shares in treasury at December 31, 1999 and 1998,
respectively)............................................. (40,303) (16,285)
------- -------
Total stockholders' equity............................ 15,261 35,303
------- -------
Total Liabilities, Mandatorily Redeemable Preferred
Stock and Stockholders' Equity.................... $84,549 $79,018
======= =======
The accompanying notes are an integral part of these consolidated financial
statements.
29
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(IN THOUSANDS)
YEAR ENDED DECEMBER 31,
------------------------------
1999 1998 1997
-------- -------- --------
Operating Activities:
Net income (loss)......................................... $ 752 $ (81) $ 15,832
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Equity in net losses of affiliates...................... 6,645 11,658 --
Depreciation and amortization of property and
equipment............................................. 7,967 7,566 6,307
Amortization of goodwill................................ 2,415 1,604 1,345
Deferred income tax provision (benefit)................. 721 (296) (827)
Other, net.............................................. 947 536 (12)
Changes in:
Accounts receivable, net.............................. 2,158 (4,119) (8,530)
Other current assets.................................. (6,320) (438) (2,063)
Other assets.......................................... 606 (2,324) 175
Accounts payable and accrued expenses................. 9,719 4,370 2,562
Current income taxes.................................. 2,336 253 5,394
Deferred revenues..................................... (1,007) (2,289) (154)
Other liabilities..................................... (764) (527) 41
-------- -------- --------
Net cash provided by operating activities........... 26,023 15,913 20,070
-------- -------- --------
Investing Activities:
Capital expenditures...................................... (10,357) (12,788) (8,051)
Purchase of investment securities......................... (1,484) (12,778) (75,164)
Purchase of subsidiaries, net of cash received............ (5,584) (4,485) --
Investment in affiliates.................................. -- (22,000) --
Proceeds from sales of investment securities.............. 1,484 42,832 54,111
Other, net................................................ (768) (15) 21
-------- -------- --------
Net cash used for investing activities................ (16,709) (9,234) (29,083)
-------- -------- --------
Financing Activities:
Principal payments on long-term debt...................... (41,142) (5,111) (120)
Proceeds from issuance of long-term debt.................. 54,000 16,000 --
Redemption of preferred stock, including accrued
dividends............................................... (690) (4,323) --
Proceeds from exercise of stock options................... 1,602 1,202 1,794
Proceeds from employee stock purchase plan................ 762 712 --
Payments to acquire treasury stock........................ (24,146) (15,697) --
-------- -------- --------
Net cash provided by (used for) financing
activities.......................................... (9,614) (7,217) 1,674
-------- -------- --------
Net decrease in cash........................................ (148) (538) (7,339)
-------- -------- --------
Cash:
Beginning of year........................................... 1,526 2,064 9,403
-------- -------- --------
End of year................................................. $ 1,378 $ 1,526 $ 2,064
======== ======== ========
The accompanying notes are an integral part of these consolidated financial
statements.
30
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(IN THOUSANDS, EXCEPT NUMBER OF SHARES)
OUTSTANDING
COMMON STOCK ACCUMULATED TREASURY STOCK
---------------------- ADDITIONAL OTHER --------------------- TOTAL
NUMBER OF PAID-IN ACCUMULATED COMPREHENSIVE NUMBER OF STOCKHOLDERS'
SHARES PAR VALUE CAPITAL DEFICIT LOSS SHARES COST EQUITY
---------- --------- ---------- ------------ -------------- ---------- -------- -------------
December 31, 1996...... 23,472,355 $2,347 $84,223 $(61,898) $ -- 112,505 $ (379) $24,293
Preferred stock
accretion.......... -- -- -- (365) -- -- -- (365)
Stock options
exercised including
income tax
benefit............ 1,105,555 111 6,050 -- -- -- -- 6,161
Other................ -- -- -- -- -- 5,113 (94) (94)
Net income........... -- -- -- 15,832 -- -- -- 15,832
---------- ------ ------- -------- ---- --------- -------- -------
December 31, 1997...... 24,577,910 2,458 90,273 (46,431) -- 117,618 (473) $45,827
Preferred stock
accretion and
dividends
accrued............ -- -- -- 43 -- -- -- 43
Stock options
exercised including
income tax
benefit............ 464,337 47 4,593 -- -- 4,307 (115) 4,525
Employee stock
purchase plan...... 57,918 5 707 -- -- -- -- 712
Treasury stock
purchases.......... (1,400,000) -- -- -- -- 1,400,000 (15,697) (15,697)
Cumulative
translation
adjustment......... -- -- -- -- (26) -- -- (26)
Net loss............. -- -- -- (81) -- -- -- (81)
---------- ------ ------- -------- ---- --------- -------- -------
Comprehensive loss... -- -- -- (81) (26) -- -- (107)
---------- ------ ------- -------- ---- --------- -------- -------
December 31, 1998...... 23,700,165 2,510 95,573 (46,469) (26) 1,521,925 (16,285) 35,303
Preferred stock
dividends
accrued............ -- -- -- (2) -- -- -- (2)
Stock options
exercised including
income tax
benefit............ 310,467 31 2,448 -- -- -- -- 2,479
Employee stock
purchase plan...... 77,384 8 754 -- -- -- -- 762
Treasury stock
purchases.......... (2,108,190) -- -- -- -- 2,108,190 (24,146) (24,146)
Cumulative
translation
adjustment......... -- -- -- -- (39) -- -- (39)
Other................ 12,000 -- 24 -- -- (12,000) 128 152
Net income........... -- -- -- 752 -- -- -- 752
---------- ------ ------- -------- ---- --------- -------- -------
Comprehensive income
(loss)............. -- -- -- 752 (39) -- -- 713
---------- ------ ------- -------- ---- --------- -------- -------
December 31, 1999...... 21,991,826 $2,549 $98,799 $(45,719) $(65) 3,618,115 $(40,303) $15,261
========== ====== ======= ======== ==== ========= ======== =======
The accompanying notes are an integral part of these consolidated financial
statements.
31
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1--DESCRIPTION OF BUSINESSES AND ORGANIZATION
CCC Information Services Group Inc., through its wholly owned subsidiary CCC
Information Services Inc. ("CCC") (collectively referred to as the "Company"),
is a supplier of automobile claims information and processing services, claims
management software and communication services. The Company's services and
products enable automobile insurance companies, automobile dealers, collision
repair facility customers and other participants in the automobile claims
industry to improve efficiency, manage costs and increase consumer satisfaction
in the management of automobile claims and restoration.
As of December 31, 1999, White River Ventures Inc. ("White River") held
approximately 33% of the total outstanding common stock of the Company. In
June 1998, the White River Corporation, the sole shareholder of White River, was
acquired in a merger with Demeter Holdings Corporation, which is solely
controlled by the President and Fellows of Harvard College, a Massachusetts
educational corporation and title-holding company for the endowment fund of
Harvard University. Charlesbank Capital Partners LLC will act as investment
manager with respect to the investment of White River in the Company.
NOTE 2--SIGNIFICANT ACCOUNTING POLICIES
BASIS OF CONSOLIDATION
The accompanying consolidated financial statements include the accounts of
the Company and its subsidiaries, which are currently wholly owned or majority
owned. The consolidated financial statements for the year-ended December 31,
1999 include the results of companies acquired during each year from the date of
acquisition. See Note 5-- Acquisitions.
REVENUE RECOGNITION
Revenues are recognized as products and services are provided, when evidence
of arrangements exist and collection is probable. During the years 1999, 1998
and 1997, 67%, 65% and 66%, respectively, of consolidated revenues were derived
from insurance companies.
ACCOUNTS RECEIVABLE
Accounts receivable as presented in the accompanying consolidated balance
sheet are net of reserves for customer credits and doubtful accounts. As of
December 31, 1999 and 1998, $4.0 million, and $3.3 million, respectively, have
been applied as a reduction of accounts receivable. Of total accounts
receivable, net of reserves, at December 31, 1999 and 1998, $20.3 million and
$20.2 million, respectively, were due from insurance companies.
SOFTWARE DEVELOPMENT COSTS
The Company expenses research and development costs as incurred. The Company
has evaluated the establishment of technological feasibility of its software
products in accordance with Statement of Financial Accounting Standards ("SFAS")
No. 86, "Accounting for the Costs of Computer Software to be Sold, Leased or
Otherwise Marketed." The Company sells its products in a market that is subject
to rapid technological change, new product development and changing customer
needs. Accordingly, technological feasibility of the Company's products is
generally not established until the development of the product is nearly
complete. The Company defines technological feasibility as the completion of a
working model. The time period during which costs could be capitalized, from the
point of reaching technological feasibility until the time of general product
release, has been typically very short and, consequently, amounts subject
32
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 2--SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
to capitalization have not been significant. For the years 1999, 1998 and 1997,
research and development costs of approximately $3.9 million, $4.9 million and
$5.5 million, respectively, are reflected in the accompanying consolidated
statement of operations.
PROPERTY AND EQUIPMENT
Property and equipment is stated at cost, net of accumulated depreciation.
Depreciation of equipment is computed on a straight-line basis over estimated
useful lives. The Company uses a 2-3 year life for computer equipment; 3 year
life for purchased software, licenses and databases; 5 year life for furniture
and other equipment; the life of the lease, ranging from 5 to 15 years for
leasehold improvements and 20 year life for buildings.
GOODWILL
The excess of purchase price paid over the estimated fair value of
identifiable tangible and intangible net assets of acquired businesses is
capitalized and amortized on a straight-line basis over periods not exceeding
20 years. Goodwill is periodically reviewed and when events or changes in
circumstances indicate that the carrying value of such assets may not be
recoverable. When required, an analysis of undiscounted future cash flows is
performed to determine whether recorded amounts are impaired. If impairment is
noted, the amount of impairment is then measured using either discounted cash
flows or independent appraisal.
DEBT ISSUE COSTS
As of December 31, 1999 and 1998, deferred debt issue costs, net of
accumulated amortization, of $0.6 million and $0.5 million, respectively, were
included in other assets.
FOREIGN CURRENCY
The Company has determined that the functional currency of each foreign
operation is the local currency. Assets and liabilities denominated in foreign
currencies are translated into U.S. dollars at the exchange rate on the balance
sheet date, while revenues and expenses are translated at average rates of
exchange prevailing during the period. Translation adjustments of $(65,000) and
$(26,000) for 1999 and 1998, respectively, are included in accumulated other
comprehensive loss as a separate component of stockholders' equity in the
Company's consolidated balance sheet.
STOCK BASED COMPENSATION
The Company follows SFAS No. 123, "Accounting for Stock Based Compensation"
("SFAS 123"). As allowed by SFAS 123, the Company has elected to continue to
account for its stock based compensation programs according to the provisions of
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees." The Company has adopted the disclosure provisions required by
SFAS 123.
PER SHARE INFORMATION
The Company follows SFAS No. 128, "Earnings Per Share" in computing per
share information. SFAS No. 128 requires the presentation of basic and diluted
earnings per share. Earnings per share are based on
33
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 2--SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
the weighted average number of shares of common stock outstanding and common
stock equivalents using the treasury stock method. See Note 21--Earnings Per
Share.
FAIR VALUE OF FINANCIAL INSTRUMENTS
As of December 31, 1999, the carrying amount of the Company's financial
instruments, excluding the investment in InsurQuote, (See Note 3--Investment in
InsurQuote) approximates their estimated fair value based upon market prices for
the same or similar type of financial instruments.
PERVASIVENESS OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amount of assets and liabilities and
disclosure of contingent assets and liabilities as of the date of the
consolidated financial statements, and that affect the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from these estimates.
NEW ACCOUNTING PRONOUNCEMENTS
Effective January 1, 1998, the Company adopted SFAS No. 130, "Reporting
Comprehensive Income" which establishes standards for reporting and display of
comprehensive income and its components in the financial statements.
Comprehensive income represents the change in stockholders' equity during a
period resulting from transactions and other events and circumstances from
non-owner sources. It includes all changes in equity during a period except
those resulting from investments by owners and distributions to owners. There
were no elements of comprehensive income in 1997.
Effective January 1, 1998, the Company adopted Statement of Position 97-2,
"Software Revenue Recognition" ("SOP 97-2"). SOP 97-2 provided guidance on when
revenue should be recognized and in what amounts for licensing, selling, leasing
or otherwise marketing computer software. The Company previously maintained a
policy similar to SOP 97-2 and therefore the adoption of SOP 97-2 did not have a
material impact on the Company's consolidated results of operations or financial
position.
In March 1998, the American Institute of Certified Public Accountants issued
Statement of Position 98-1, "Accounting for the Costs of Computer Software
Developed for or Obtained for Internal-Use" ("SOP 98-1"), which the Company
adopted. SOP 98-1 requires the capitalization of certain costs incurred in
connection with developing or obtaining software for internal-use. The Company
previously maintained a policy similar to SOP 98-1 and, therefore, the adoption
of SOP 98-1 did not have a material impact on the Company's consolidated results
of operations or financial position.
Effective December 31, 1998, the Company adopted SFAS No. 131, "Disclosures
about Segments of an Enterprise and Related Information." SFAS No. 131
establishes new standards for reporting information about operating segments in
interim and annual financial statements.
In December 1999, the U.S. Securities and Exchange Commission ("SEC") issued
Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements"
("SAB 101"), which provides the SEC's views in applying generally accepted
accounting principles to selected revenue recognition issues. Adoption of
SAB 101 is required in the second quarter of fiscal year 2000. The Company does
not expect SAB 101 to have a material impact on the Company's consolidated
results of operations or financial position.
34
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 2--SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
RECLASSIFICATIONS
Certain reclassifications have been made to the prior year's financial
statements in order to conform to the current year's presentation.
NOTE 3--INVESTMENT IN INSURQUOTE
On February 10, 1998, the Company invested $20.0 million in InsurQuote
Systems, Inc. ("InsurQuote"). InsurQuote, formed in 1989, is a provider of
insurance rating information and software tools used to manage that information.
The Company's $20.0 million investment included 19.9% of InsurQuote common
stock, an $8.9 million subordinated note, warrants, shares of Series C
redeemable convertible preferred stock and Series D convertible preferred stock.
The warrants provide the Company with the right to acquire additional shares of
InsurQuote common stock and are exercisable by the Company through February 10,
2008, subject to potential early termination provisions. The Series C preferred
stock is redeemable in full at the end of five years from issuance, or earlier
under certain conditions, if not converted prior to that time. Each share of
Series C and D preferred stock is initially convertible into one share of common
stock at the option of the Company. Under the terms of the investment agreement,
the Company, subject to certain conditions, can increase its investment through
additional purchases of common and preferred shares. The Company's ownership
percentage, assuming conversion into common stock all of the securities
currently exercisable, would increase to approximately 31.7% at December 31,
1999.
In February 1998 and subsequently amended in March of 1999, the Company and
InsurQuote entered into a sales and marketing agreement that gave the Company
certain rights to market and sell InsurQuote products to the automobile
insurance carrier market. In March 2000, the Company and InsurQuote entered into
an agreement to terminate the marketing and sales agreement. As part of the
termination agreement, the Company will receive $5.0 million, of which
$4.5 million will be paid in the form of an unsecured, subordinated promissory
note that matures in September 2002 and $0.5 million will be paid in cash in the
second quarter of 2000.
On February 1, 2000, ChannelPoint, Inc., a leading e-commerce exchange
services and technology platform provider for insurance and benefits companies,
announced its intentions to merge with InsurQuote. Under the terms of the
transaction, the Company would exercise its warrant for InsurQuote common stock
in exchange for surrendering its subordinated note from InsurQuote. The
Company's securities in InsurQuote would be exchanged for common stock in the
combined entity, which will be named ChannelPoint, Inc. Upon completion of this
transaction, the Company would own approximately 7% of ChannelPoint, Inc.
The Company accounts for its investment in InsurQuote on the equity method.
Notwithstanding the Company's 19.9% common stock equity share, the Company has
recorded 100% of InsurQuote's net losses for the period from the Company's
initial investment, February 10, 1998 to March 31, 1999. The recording of 100%
of InsurQuote's losses was the result of the Company's $20.0 million investment
being the primary source of funding for InsurQuote's operating losses during
that period. On March 31, 1999, InsurQuote received a $20.0 million investment
from a new investor for convertible preferred stock with a 19.0% voting
interest. As a result of this new investment, the Company's ownership percentage
decreased to 14.7% and the Company ceased recording losses on its investment,
unless it is determined that its remaining investment is impaired. The Company
has not recorded any income tax benefit on the InsurQuote losses in 1999 and
1998. At December 31, 1999 and December 31, 1998, the Company's
35
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 3--INVESTMENT IN INSURQUOTE (CONTINUED)
remaining investment in InsurQuote was approximately $3.6 million and
$8.1 million, respectively. The market value of the investment in InsurQuote at
December 31, 1999 was not readily determinable.
InsurQuote's most recent fiscal year ended June 30, 1999. While the Company
included InsurQuote's losses for the period January 1, 1999 to March 31, 1999,
set forth below is summary InsurQuote financial information as of its fiscal
years ended June 30, 1999 and 1998:
1999 1998
-------- --------
(IN THOUSANDS)
Revenues................................................. $ 9,919 $11,908
Loss from operations..................................... $(16,763) $(8,119)
Net loss applicable to common shareholders............... $(17,826) $(8,899)
Current assets........................................... $ 12,795 $ 9,005
Total assets............................................. $ 17,986 $14,259
Current liabilities...................................... $ 5,526 $ 4,569
Preferred stock.......................................... $ 32,423 $12,523
Notes payable to shareholders............................ $ 9,100 $ 9,100
Shareholders' deficit.................................... $ 2,559 $ 4,777
NOTE 4--ENTERSTAND JOINT VENTURE
On December 30, 1998, the Company and Hearst Communications, Inc. ("Hearst")
established a joint venture, Enterstand Limited ("Enterstand"), in Europe to
develop and market claims processing tools to insurers and collision repair
facilities. Under the provision of the Subscription and Stockholders Agreement
("Subscription Agreement"), the Company invested $2.0 million for a 19.9% equity
interest. The Subscription Agreement provides the Company with an option to
purchase 85% of Hearst's shares of Enterstand at an agreed upon purchase price.
The option is exercisable by the Company after one year from the date of the
Subscription Agreement. The Company applies the equity method of accounting for
its investment in the joint venture and recorded a charge of $2.4 million and
$0.2 million for its 19.9% share of the joint venture losses during 1999 and
1998, respectively.
On March 17, 2000, the Company and Hearst agreed to terms for an amendment
to the Subscription Agreement. Under the terms of the pending amendment, both
parties will contribute additional funds to Enterstand to provide additional
working capital. On March 20, 2000, the Company funded $0.5 million and Hearst
funded $5.0 million to Enterstand. After these investments, the Company's
ownership percentage decreased to 14.2%. The Company's option was adjusted to
include a right to purchase 78% of the shares issued to Hearst in connection
with this transaction and would give the Company an 84.5% ownership in the joint
venture if exercised.
During 1998, CCC and Enterstand entered into an agreement whereby CCC is
developing, for the benefit of Enterstand, certain claims processing tools.
During 1999 and 1998, CCC charged Enterstand $8.8 million and $0.6 million,
respectively, for development work performed. In addition, CCC International and
Enterstand entered into an agreement whereby CCC International provides
Enterstand with certain administrative and operating services and office space.
For the years ended December 31, 1999 and 1998, CCC International charged
Enterstand $4.1 million and $0.5 million, respectively, for these services.
These reimbursements from Enterstand are shown as reductions of the Company's
operating expenses in the consolidated statement of operations.
36
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 4--ENTERSTAND JOINT VENTURE (CONTINUED)
Summary Unaudited Enterstand financial information for the years ended
December 31, 1999 and 1998 was as follows:
1999 1998
-------- --------
(IN THOUSANDS)
Revenues.................................................. $ -- $ --
Loss from operations...................................... $12,891 $ 1,059
Net loss.................................................. $12,453 $ 1,059
Current assets............................................ $ 516 $10,000
Total assets.............................................. $ 2,267 $10,000
Current liabilities....................................... $ 5,674 $ 1,059
Stockholders' deficit..................................... $ 3,407 $ 8,941
NOTE 5--ACQUISITIONS
On July 1, 1998, the Company acquired 93.75% of CCC International, for
$1.9 million in cash. CCC International's business included claims consulting
and expertise for insurance companies in the United Kingdom. In connection with
this acquisition, CCC International's president and current minority shareholder
obtained the right to require CCC to repurchase his shares in CCC International
at fair market value (subject to certain adjustments) in the event of his
termination.
On August 31, 1998, the Company acquired 99.2% of Professional Claims
Services, Inc. ("PCSI") for $2.9 million in cash. PCSI provides claims adjusting
and third-party administration to the insurance industry and self-insured
entities in the western United States. The PCSI purchase agreement provides for
the payment of a contingent purchase price between $1.8 million and
$7.0 million and is based on certain performance measures of PCSI through
December 31, 2002. As of December 31, 1999 and 1998, the Company has recorded
contingent purchase price of $0.5 million and $0.2 million, respectively.
On August 13, 1999, the Company acquired 100% of the outstanding stock of
D.W. Norris Limited ("D.W. Norris") for $5.2 million in cash. D.W. Norris
provides vehicle accident damage assessment, accident investigation, theft
investigation and other third-party insurance services throughout the United
Kingdom. The purchase agreement provides for the payment of a contingent
purchase price, not to exceed approximately $3 million, in the event that
D.W. Norris meets certain performance measures through December 2002.
On October 13, 1999, the Company acquired certain assets of Fleming and Hall
Administrators for a purchase price of $0.3 million in cash. Fleming and Hall
Administrators provides third-party administration to the auto insurance
industry in the southeastern United States. The purchase agreement provides for
the payment of a contingent purchase price, not to exceed approximately
$1.4 million, in the event that Fleming and Hall meets certain performance
measures through December 2004.
37
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 5--ACQUISITIONS (CONTINUED)
The above acquisitions were all accounted for as purchases and results of
operations were included in the consolidated financial statements from their
respective acquisitions dates. The purchase price for each acquisition was
allocated based on estimated fair values at the date of acquisition.
Substantially all the purchase prices were allocated to goodwill which is being
amortized on a straight-line basis over estimated useful life. See
Note 13--Goodwill.
The following summarized unaudited pro forma condensed statement of
operations has been prepared as if the above acquisitions had occurred on
January 1, 1998.
1999 1998
-------- --------
Revenue:
As reported........................................... $207,797 $188,169
Pro forma............................................. $211,314 $194,552
Net income (loss) applicable to common stock:
As reported........................................... $ 750 $ (38)
Pro forma............................................. $ 52 $ (809)
Per share net income (loss) applicable to common stock
assuming dilution:
As reported........................................... $ 0.03 $ 0.00
Pro forma............................................. $ 0.00 $ (0.03)
In management's opinion, the summarized pro forma condensed statement of
operations does not purport to present what actual results would have been had
the above transactions occurred on January 1, 1998, or to project results for
any future period.
NOTE 6--DISPOSITIONS
On December 23, 1999, the Company sold certain net assets related to its
dealer services products to Info4cars.com Inc. ("Info4cars") in exchange for an
note receivable of $0.6 million and common stock representing a 9.0% interest in
Info4cars. In connection with this disposition, the Company recorded a loss of
$0.2 million, which is a component of other income, net in the consolidated
statement of operations. The note receivable matures on November 1, 2002. The
annual interest rate is the lesser of the prime rate as published by the Chase
Manhattan Bank plus 2% or 9%, and is payable quarterly commencing February 1,
2000, and quarterly thereafter. Commencing on December 1, 2000 and continuing
every month thereafter, principal and interest is payable in equal installments
of approximately $29,500. In addition, in December 1999, the Company invested
approximately $0.3 million for an additional 7.5% interest in Info4cars.
NOTE 7--RELOCATION OF CLAIMS SETTLEMENT FUNCTION
In the second quarter of 1998, the Company recorded a relocation charge of
$1.7 million, $1.0 million after-tax or $0.04 per share, related to the
relocation of certain customer service and claims processing operations to South
Dakota. The charge for the relocation consisted primarily of severance and other
incremental costs directly related to the relocation of 100 employees. The
actual expenditures related to the relocation approximated the amount originally
estimated and all expenditures associated with this
38
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 7--RELOCATION OF CLAIMS SETTLEMENT FUNCTION (CONTINUED)
relocation were completed by December 31, 1998. In connection with the
relocation, the Company acquired a building and land at a total cost of
$1.8 million.
NOTE 8--REDUCTION-IN-FORCE
In the fourth quarter of 1999, the Company recorded a reduction-in-force
charge of approximately $2.2 million of which, $1.9 million was paid in 1999 and
the remaining $0.3 million to be paid in 2000. The charge consisted primarily of
severance costs and included approximately $0.1 million for health care and
outplacement costs related to the termination of approximately 100 employees.
The actual expenditures related to the reduction-in-force approximated the
amount originally estimated. This reduction-in-force was part of a company-wide
effort to improve the Company's profitability to fund new initiatives, including
Internet Business-to-Business Division projects.
NOTE 9--NONCASH INVESTING AND FINANCING ACTIVITIES
The Company directly charges accumulated deficit for preferred stock
accretion and preferred stock dividends accrued. During 1999, 1998 and 1997,
these amounts totaled $0.0 million, $0.0 million and $0.4 million, respectively.
In conjunction with the exercise of certain stock options, the Company has
reduced current income taxes payable with an offsetting credit to
paid-in-capital for the tax benefit of these option exercises. During 1999, 1998
and 1997, these tax benefits totaled $0.9 million, $3.3 million and
$4.3 million, respectively.
NOTE 10--INCOME TAXES
Income taxes applicable to income before equity losses and minority interest
consisted of the following:
1999 1998 1997
-------- -------- --------
(IN THOUSANDS)
Current (provision) benefit:
Federal........................................ $(5,736) $(7,837) $(10,008)
State.......................................... (904) (1,318) (2,089)
International.................................. -- -- 31
------- ------- --------
Total current (provision).................. (6,640) (9,155) (12,066)
------- ------- --------
Deferred (provision) benefit:
Federal........................................ (406) 600 706
State.......................................... (315) (305) 121
------- ------- --------
Total deferred (provision) benefit......... (721) 295 827
------- ------- --------
Total income tax (provision)............... $(7,361) $(8,860) $(11,239)
======= ======= ========
39
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 10--INCOME TAXES (CONTINUED)
The Company's effective income tax rate applicable to continuing operations
differs from the federal statutory rate as follows:
1999 1998 1997
------------------- ------------------- -------------------
(IN THOUSANDS, EXCEPT PERCENTAGES)
Federal income tax provision at
statutory rate...................... $(5,165) (35.0)% $ (7,153) (35.0)% $ (9,475) (35.0)%
State and local taxes, net of federal
income tax effect and before
valuation allowances................ (793) (5.4) (1,055) (5.2) (1,279) (4.8)
International taxes................... (41) (0.3) (118) (0.6) (5) --
Goodwill amortization................. (839) (5.7) (562) (2.7) (471) (1.7)
Change in valuation allowance......... 150 1.0 -- -- (9) --
Nondeductible expenses................ (294) (2.0) (225) (1.1) (218) (0.8)
InsurQuote............................ 15 0.1 (342) (1.7) -- --
Other, net............................ (394) (2.6) 595 2.9 218 0.8
------- ----- -------- ----- -------- -----
Income tax provision.................. $(7,361) (49.9)% $ (8,860) (43.4)% $(11,239) (41.5)%
======= ===== ======== ===== ======== =====
During 1999, 1998 and 1997, the Company made income tax payments, net of
refunds, of $4.3 million, $8.8 million and $6.7 million, respectively.
The approximate income tax effect of each type of temporary difference
giving rise to deferred income tax assets and liabilities was as follows:
DECEMBER 31,
-------------------
1999 1998
-------- --------
(IN THOUSANDS)
Deferred income tax assets:
Deferred revenue.......................................... $1,155 $1,635
Depreciation and amortization............................. 1,578 1,549
Bad debt expense.......................................... 1,441 1,493
Rent...................................................... 912 1,271
Litigation settlement..................................... 329 386
Accrued compensation...................................... 253 295
Capital loss carryforward................................. -- 293
Net operating loss carryforward........................... -- 48
Other, net................................................ 1,240 918
------ ------
Subtotal.................................................. 6,908 7,888
Valuation allowance....................................... -- (341)
------ ------
Total deferred income tax asset............................. 6,908 7,547
Deferred income tax liabilities............................. (189) (176)
------ ------
Net deferred income tax asset............................... $6,719 $7,371
====== ======
40
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 11--OTHER CURRENT ASSETS
Other current assets consisted of the following:
DECEMBER 31,
-------------------
1999 1998
-------- --------
(IN THOUSANDS)
Prepaid data royalties..................................... $ 1,429 $2,505
Prepaid equipment maintenance.............................. 585 828
Receivable from Enterstand................................. 6,798 692
Prepaid commissions........................................ 82 597
Computer inventory......................................... 774 230
Other...................................................... 1,878 874
------- ------
Total.................................................. $11,546 $5,726
======= ======
NOTE 12--PROPERTY AND EQUIPMENT
Property and equipment consisted of the following:
DECEMBER 31,
-------------------
1999 1998
-------- --------
(IN THOUSANDS)
Computer equipment...................................... $ 36,398 $ 33,141
Purchased software, licenses and databases.............. 9,142 5,611
Furniture and other equipment........................... 7,522 6,015
Leasehold improvements.................................. 3,227 2,882
Building and land....................................... 1,796 1,796
-------- --------
Total, gross........................................ 58,085 49,445
Less accumulated depreciation........................... (40,278) (34,494)
-------- --------
Total, net.......................................... $ 17,807 $ 14,951
======== ========
As of December 31, 1999 and 1998, computer equipment, net of accumulated
depreciation, that is on lease to certain customers under operating leases of
$1.8 million and $1.5 million, respectively, is included in computer equipment.
Future minimum rentals under noncancelable customer leases aggregate
approximately $1.6 million and $0.6 million in 2000 and 2001, respectively.
41
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 13--GOODWILL
Goodwill consisted of the following:
DECEMBER 31,
-------------------
LIFE 1999 1998
-------- -------- --------
(IN THOUSANDS)
CCC acquisition (1988)......................... 20 years $ 16,458 $ 16,458
UCOP acquisition (1994)........................ 7 years 3,665 3,665
CCC International acquisition (1998)........... 7 years 1,910 1,910
PCSI acquisition (1998)........................ 7 years 2,825 2,611
D.W. Norris acquisition (1999)................. 12 years 4,891 --
Fleming and Hall acquisition (1999)............ 7 years 350 --
Other (1999)................................... 3 years 298 --
-------- --------
Total, gross............................... 30,398 24,644
Less accumulated amortization.................. (14,040) (11,845)
-------- --------
Total, net................................. $ 16,358 $ 12,799
======== ========
NOTE 14--ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable and accrued expenses consisted of the following:
DECEMBER 31,
-------------------
1999 1998
-------- --------
(IN THOUSANDS)
Accounts payable.......................................... $19,409 $10,365
Compensation.............................................. 5,805 3,849
Professional fees......................................... 5,032 2,858
Litigation settlement..................................... 873 1,650
Sales tax................................................. 1,827 1,398
Health insurance.......................................... 638 1,149
Commissions............................................... 1,151 680
Other, net................................................ 813 1,179
------- -------
Total..................................................... $35,548 $23,128
======= =======
NOTE 15--LONG-TERM DEBT
On October 28, 1998, an existing credit facility between CCC and a
commercial bank was amended and restated. Under the amended credit facility, CCC
increased its ability to borrow under the revolving line of credit from
$20 million to $50 million. On February 10, 1999, under terms included in the
amended and restated credit facility between CCC and its commercial bank, the
CCC's ability to borrow under the revolving line of credit was increased from
$50 million to $100 million. The line of credit commitment will be reduced by
$10 million on October 31, 2001, $15 million on October 31, 2003 and
$75 million on October 31, 2003. The interest rate under the amended bank credit
facility is the London Interbank Offering Rate ("LIBOR") plus 1.0% or the prime
rate in effect from time to time, as selected by CCC.
42
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 15--LONG-TERM DEBT (CONTINUED)
CCC pays a commitment fee of 0.25% on any unused portion of the revolving credit
facility. When borrowings are outstanding, interest payments are due quarterly.
Under the bank facility, CCC is, with certain exceptions, prohibited from
making certain sales or transfers of assets, incurring nonpermitted indebtedness
or encumbrances, and redeeming or repurchasing its capital stock, among other
restrictions. In addition, the bank credit facility requires CCC to maintain
certain levels of operating cash flow and debt coverage, and limits CCC's
ability to make investments and declare dividends. CCC is currently in
compliance with all of the covenants included in the bank credit facility.
In connection with the acquisition of D.W. Norris, the Company assumed
$0.5 million of debt outstanding under a credit facility agreement with Barclays
Bank PLC. Principal and interest payments are due quarterly. This credit
facility matures in December 2005 and borrowings bear interest at LIBOR plus 3%.
The Company made cash interest payments of $1.1 million, $0.1 million and
$0.1 million during the years ended December 31, 1999, 1998 and 1997,
respectively.
Long-term debt consisted of the following:
DECEMBER 31,
-------------------
1999 1998
-------- --------
(IN THOUSANDS)
Bank revolving credit facility............................ $24,000 $11,000
D.W. Norris credit facility............................... 510 --
Capital lease obligations................................. 615 --
------- -------
Total debt............................................ 25,125 11,000
Due within one year....................................... 440 --
------- -------
Due after one year........................................ $24,685 $11,000
======= =======
The outstanding bank revolving credit facility balance of $24.0 million at
December 31, 1999 is due on October 31, 2003, the maturity date of the bank
credit facility.
NOTE 16--MANDATORILY REDEEMABLE PREFERRED STOCK
On June 16, 1994, pursuant to a reorganization and recapitalization, the
Company issued: (a) 5,000 shares of its preferred stock, par value $1.00,
designated as Series C Cumulative Redeemable Preferred Stock ("Series C
Preferred Stock"), (b) 34,000 shares of its preferred stock, par value $1.00,
designated as Series D Cumulative Redeemable Preferred Stock ("Series D
Preferred Stock") and (c) 7,050,840 shares of the Company's Common Stock, par
value $0.10, to White River in exchange for the Company's subordinated debt and
Series A, B and C warrants acquired from the original subordinated debtholders
by White River on April 15, 1994.
As part of the reorganization and recapitalization, the Company and White
River entered into an agreement under which the Company, following receipt of
written notification from White River that the number of shares of the Company's
common stock owned by White River represented less than a majority
43
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 16--MANDATORILY REDEEMABLE PREFERRED STOCK (CONTINUED)
of the issued and outstanding shares of common stock of the Company, was
required to issue White River 500 shares of the Company's preferred stock, par
value $1.00, designated as Series E Cumulative Redeemable Preferred Stock
("Series E Preferred Stock") in exchange for 500 shares of Series D Preferred
Stock held by White River. (Collectively, the Series C, D and E Preferred Stock
are hereinafter referred to as "Preferred Stock".) The terms of the Series E
Preferred Stock and the Series C and D Preferred Stock were generally the same,
except that outstanding shares of the Series E Preferred Stock carried certain
voting rights if they were beneficially owned by White River or any of its
affiliates. In such circumstances, White River and/or its affiliates that owned
any shares of Series E Preferred Stock were entitled to vote on all matters
voted on by holders of the Company's common stock.
The number of votes that each share of Series E Preferred Stock was entitled
to cast was determined according to a formula, the effect of which was to cause
White River and /or it affiliates to have 51% of the votes to be cast on any
matter to be voted upon by holders of the Company's common stock, for so long as
all of the shares of Series E Preferred Stock were issued, outstanding and held
by White River and/or its affiliates. To the extent White River also owned
shares of the Company's common stock, such Series E Preferred Stock would only
provide an additional voting percentage that, when added together with the vote
from White River's shares of Company common stock, would provide White River
with a maximum of 51% of the votes. Under the terms of a Stockholders Agreement
among White River and certain stockholders, including the Company's Chairman
(the "Management Stockholders"), the parties agreed, subject to fiduciary
duties, that White River would vote with the Management Stockholders regarding
defined business combinations and subsequent offerings of Company common stock.
This Stockholders Agreement expired in June 1999.
Through the date of redemption, Preferred Stock dividends accrued at a rate
of 2.75% per annum. Because the Company completed the required redemption of
Preferred Stock through the use of proceeds from the Company's initial public
offering of common stock, Preferred Stock dividends from the date of redemption
through June 16, 1998 have been eliminated. See Note 17--Initial Public Offering
of Common Stock. Beginning June 17, 1998, Preferred Stock dividends, payable
quarterly, accrued at an annual rate of 8%. The Preferred Stock was mandatorily
redeemable, at stated value plus accrued dividends, on June 16, 1999. Prior to
the mandatory redemption date, under the terms of the Preferred Stock, White
River was only required to accept an offer to redeem that was funded through a
public offering of the Company's common stock. On May 29, 1998, the Company made
an offer to White River to redeem all outstanding Preferred Stock. This
redemption offer was declined by White River. Accordingly, under the terms of
the Preferred Stock, the dividend rate on the Preferred Stock subject to the
redemption offer was reduced from 8% to 1%.
On December 31, 1998, the Company redeemed all of the Series C Preferred
stock outstanding and 3,601 Shares of Series D Preferred Stock at a discounted
value of 14% of the future redemption value and stated dividends plus accrued
dividends as of December 31, 1998. As a result of this early redemption
discount, the Company recorded a gain of $0.2 million on early redemption of
Preferred Stock. This amount was included in the dividends and accretion line in
the Company's consolidated statement of operations. In accordance with the terms
of the Preferred Stock, the remaining 184 Shares of Series D Preferred Stock and
500 Shares of Series E Preferred Stock were redeemed on June 16, 1999.
44
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 17--INITIAL PUBLIC OFFERING OF COMMON STOCK
On June 27, 1996, the Company's Board of Directors authorized the filing of
a registration statement with the Securities and Exchange Commission for an
initial public offering ("IPO") of the Company's common stock. In addition, on
August 13, 1996, the Company's Board of Directors authorized a 40 for 1 split of
the common stock of the Company, which was effective August 13, 1996. All
reported share information has been restated to reflect the split. On
August 21, 1996, the Company completed its IPO by issuing 6,900,000 shares of
common stock, par value $0.10, at $11.50 per share. Gross proceeds from the IPO
of $79.4 million were reduced by Underwriters' discounts of $5.6 million and
equity issue costs of $1.7 million. Proceeds from the IPO were used to repay
certain bank debt and, as required by the terms of the Company's Series C and
Series D Preferred Stock, the Company used 50% of the net proceeds from the IPO
to redeem 34,085 shares of outstanding Preferred Stock at its stated value of
$34.1 million plus accrued dividends of $2.0 million. As a result of the
redemption and in accordance with the terms of the Preferred Stock, Preferred
Stock dividends from the IPO date through June 16, 1998 have been eliminated.
As a result of the IPO, White River's common equity ownership percentage was
reduced from approximately 52% to approximately 37%. On August 23, 1996, White
River informed the Company of its intention to exchange 500 shares of Series D
Preferred Stock for 500 shares of the Company's Series E Preferred Stock.
Pursuant to the request from White River, the Company issued 500 Shares of
Series E Preferred Stock in exchange for 500 Shares of Series D Preferred Stock.
NOTE 18--TREASURY STOCK
During 1999 and 1998, the Board of Directors authorized the Company to
repurchase 4.1 million common shares at a price not to exceed $15 per share. The
Company repurchased in 1999 and 1998 approximately 2.1 million shares and
1.4 million shares, respectively, with cash outlays of $24.1 million and
$15.7 million, respectively. The Company also recorded a compensation charge of
$1.2 million as a result of a stock repurchase of 500,000 common shares from a
charitable trust funded by the Company's chairman, David M. Phillips. In
addition, in June 1999, the Company issued 12,000 common shares valued at $12.75
per share on the date of issuance as additional compensation to a member of the
Company's Board of Directors.
NOTE 19--EMPLOYEE BENEFIT PLANS
DEFINED CONTRIBUTION SAVINGS AND INVESTMENT PLAN
The Company sponsors a defined contribution savings and investment plan.
Participation in the plan is voluntary, with substantially all employees
eligible to participate. Expenses related to the plan consist primarily of
Company contributions which are based on percentages of certain employees
contributions. Defined contribution expense for 1999, 1998 and 1997 was
$1.2 million, $0.7 million and $0.5 million, respectively.
EMPLOYEE STOCK PURCHASE PLAN
In March of 1998, the Company established an employee stock purchase plan
that enables eligible employees to purchase shares of the Company's common stock
at the lesser of (i) 85 percent of the fair market value of the Company's stock
on the applicable grant date (February 1, May 1, August 1, or
45
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 19--EMPLOYEE BENEFIT PLANS (CONTINUED)
November 1) or (ii) 85 percent of the fair market value of the Company's stock
on the last day of that month during the offering period. Under the stock
purchase plan, 500,000 shares have been authorized for issuance. During 1999 and
1998, the Company issued 77,384 and 57,918 shares pursuant to the stock purchase
plan at prices ranging from $8.18 to $11.05 and $9.35 to $20.61, respectively.
See Note 20--Stock Option Plan for pro forma results had compensation expense
been recognized based on fair value as of the grant dates as prescribed by
SFAS 123.
NOTE 20--STOCK OPTION PLAN
In May 1988, the Company's Board of Directors adopted a nonqualified stock
option plan ("1988 Plan"). Under the 1988 Plan, as amended in 1992, options may
be granted at a per share price of not less than the greater of $1.375 or the
fair market value as of the date of grant, as determined by the Compensation
Committee of the Board of Directors ("Committee"). The 1988 Plan's options are
generally exercisable within 5 years from the date of grant, subject to vesting
schedules determined at the discretion of the Committee. In general, however,
option grants vest over 4 years. Under the 1988 Plan, 2,956,040 total options
were available to be granted. At December 31, 1999, no additional options can be
granted under the 1988 Plan.
During 1997, the Company's Board of Directors adopted a new stock option
plan ("1997 Plan") that provides for the granting of 675,800 options to purchase
the Company's common stock. As under the 1988 Plan, options are generally
exercisable within five years from the date of grant. In 1998, the 1997 Plan was
amended to increase the number of shares available to be granted to 1,500,000
shares. In addition, the term of the option was extended from 5 years to
10 years on new stock option grants. The 1997 Plan was amended in 1999 to
increase the number of shares available to be granted up to 2,500,000. At
December 31, 1999, additional options of 923,484 are available to be granted
under the 1997 Plan.
On September 23, 1998, the Company's Board of Directors approved a one-time
stock option exchange program, whereby all non-executive management option
holders could exchange their outstanding options for new options at a strike
price of $12.125. The 164,975 stock options that were part of the exchange
program are included in the 1998 option activity below as corresponding grants
and terminations.
46
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 20--STOCK OPTION PLAN (CONTINUED)
Option activity during 1999, 1998 and 1997 is summarized below:
1999 1998 1997
-------------------- -------------------- ---------------------
WEIGHTED WEIGHTED WEIGHTED
AVERAGE AVERAGE AVERAGE
EXERCISE EXERCISE EXERCISE
SHARES PRICE SHARES PRICE SHARES PRICE
--------- -------- --------- -------- ---------- --------
Options Outstanding:
Beginning of year.............. 1,975,050 $ 9.64 1,815,603 $ 6.62 2,679,939 $ 3.29
Granted........................ 871,775 $11.80 901,375 $13.95 337,500 $16.61
Exercised...................... (310,467) $ 4.15 (468,644) $ 2.24 (1,105,555) $ 1.59
Surrendered or terminated...... (326,222) $13.54 (273,284) $16.50 (96,281) $ 5.12
--------- --------- ----------
End of year.................. 2,210,136 $ 6.48 1,975,050 $ 9.64 1,815,603 $ 6.62
========= ========= ==========
Options exercisable at
year-end....................... 858,274 $ 8.25 761,653 $ 5.72 959,605 $ 3.51
========= ====== ========= ====== ========== ======
Weighted average fair value of
options granted during the
year........................... $11.80 $13.85 $15.31
====== ====== ======
The following table summarizes information about fixed stock options
outstanding at December 31, 1999:
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
--------------------------------------- -------------------
WEIGHTED WEIGHTED WEIGHTED
AVERAGE AVERAGE AVERAGE
REMAINING EXERCISE EXERCISE
RANGE OF EXERCISE PRICES SHARES CONTRACTUAL LIFE PRICE SHARES PRICE
- - ------------------------ --------- ---------------- -------- -------- --------
$ 1.38 to $ 1.38......................... 154,680 4.23 $ 1.38 154,680 $ 1.38
$ 1.75 to $ 4.38......................... 223,516 0.62 $ 3.01 223,516 $ 3.01
$ 9.50 to $ 9.88......................... 138,000 9.69 $ 9.53 -- $ --
$11.13 to $11.20......................... 639,725 6.10 $11.16 228,125 $11.20
$12.00 to $12.75......................... 778,465 8.27 $12.34 169,453 $12.25
$13.13 to $14.75......................... 110,750 9.20 $14.32 -- $ --
$16.63 to $21.88......................... 165,000 4.37 $18.53 82,500 $19.00
--------- -------
$ 1.38 to $21.88......................... 2,210,136 6.48 $10.67 858,274 $ 8.25
========= =======
The fair value of each option grant was estimated on the date of grant using
the Black-Scholes option pricing model. The principal determinants of option
pricing are: fair market value of the Company's common stock at the date of
grant, expected volatility, risk-free interest rate, expected option lives and
dividend yields. Weighted average assumptions employed by the Company were:
expected volatility of 36%, 32% and 31% for 1999, 1998 and 1997, respectively;
and a risk-free interest rate of 5.5%, 4.7% and 6.4% for 1999, 1998 and 1997,
respectively. In addition, the Company assumed an expected option life of
5.5 years for 1999, 4.5 years to 5.5 years for 1998 and 4.5 years for 1997. No
dividend yield was assumed for all years.
The Company applies Accounting Principle Board Opinion No. 25 in accounting
for its fixed stock option plans and employee stock purchase plan, and
accordingly, has not recognized compensation cost in the accompanying
consolidated statement of operations. Had compensation cost been recognized
based on
47
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 20--STOCK OPTION PLAN (CONTINUED)
fair value as of the grant dates as prescribed by SFAS No. 123, the Company's
net income (loss) applicable to common stock and related per share amounts would
have been impacted as indicated below:
1999 1998 1997
-------- -------- --------
(IN THOUSANDS, EXCEPT
PER SHARE DATA)
Net income (loss) applicable to common stock:
As reported...................................... $ 750 $ (81) $15,467
Pro forma........................................ $ (638) $ (836) $15,026
Per share net income (loss) applicable to common
stock assuming dilution:
As reported...................................... $ 0.03 $ -- $ 0.62
Pro forma........................................ $(0.03) $(0.03) $ 0.60
The effects of applying SFAS No. 123 in the above pro forma disclosures are
not necessarily indicative of future amounts as they do not include the effects
of awards granted prior to 1995, some of which would have had income statement
effects in 1999, 1998 and 1997. Additionally, future amounts are likely to be
affected by the number of grants awarded since additional awards are generally
expected to be made at varying amounts.
NOTE 21--EARNINGS PER SHARE
A summary of the calculation of basic and diluted earnings per share for the
years ended December 31, 1999, 1998 and 1997, is presented below (in thousands,
except per share data):
YEAR ENDED DECEMBER 31,
------------------------------
1999 1998 1997
-------- -------- --------
Net income (loss)........................................... $ 752 $ (81) $15,832
Less: Dividends and accretion on mandatorily redeemable
preferred stock........................................... (2) 43 (365)
------ ------ -------
Net income (loss) applicable to common stock................ $ 750 $ (38) $15,467
====== ====== =======
Weighted average common shares.............................. 22,856 24,616 23,807
Effect of common stock options.............................. 306 572 1,152
------ ------ -------
Weighted average diluted shares............................. 23,162 25,188 24,959
====== ====== =======
Income per common share--basic.............................. $ 0.03 $ -- $ 0.65
====== ====== =======
Income per common share--diluted............................ $ 0.03 $ -- $ 0.62
====== ====== =======
Options to purchase a weighted average number of 708,919 shares, 251,136
shares and 70,528 shares of common stock for 1999, 1998 and 1997, respectively,
were not included in the computation of diluted earnings per share because the
options' exercise prices were greater than the average market price of the
common shares during those periods. The price of these options ranged from
$12.50 to $21.88 per share. At December 31, 1999, 682,575 of these options,
which expire between 2002 through 2009, were still outstanding.
48
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 22--COMMITMENTS AND CONTINGENCIES
The Company leases facilities, computers, telecommunications and office
equipment under noncancelable operating lease agreements which expire at various
dates through 2008. As of December 31, 1999, future minimum cash lease payments,
including amounts due under operating leases entered into in 2000, were as
follows:
(IN THOUSANDS)
--------------
2000........................................................ $ 5,866
2001........................................................ 4,732
2002........................................................ 4,279
2003........................................................ 3,473
2004........................................................ 3,108
Thereafter.................................................. 11,143
-------
Total....................................................... $32,601
=======
During 1999, 1998 and 1997, operating lease rental expense was
$6.7 million, $5.1 million and $3.5 million, respectively.
The Company has a $0.2 million letter of credit available until
October 2003. Under the terms of this agreement, interest rates are determined
at the time of borrowing. There was no amount outstanding under the letter of
credit at December 31, 1999.
NOTE 23--BUSINESS SEGMENTS
SFAS No. 131, "Disclosures About Segments for Enterprise and Related
Information," requires companies to provide certain information about their
operating segments.
The Company has four reportable segments: CCC U.S., Consumer Services,
International and Internet Business-to-Business. CCC U.S. sells products and
services which assist its customers in managing total loss and repairable auto
claims. The Consumer Services Division sells products and services which provide
complete outsourcing services on all aspects of the claim process. The
International Division offers products to help manage the claims process and
settlement of repairable automobile claims in Europe. The Internet
Business-to-Business Division, formed in 1999 as an outgrowth of the CCC
U.S. Division, is concentrating on developing products and services that will
serve the automobile claims industry supply chain through the Internet.
The Company's reportable segments are based upon the nature of the products
and services within the Company and the methods used to distribute these
products and services. The Company is organized into revenue producing divisions
and shared services organizations (e.g. product development, finance and
administration) tasked with facilitating the performance of the revenue
producing divisions. Divisional expenses represent principally salaries and
related employee expenses directly related to the Division's activities. Each
revenue division and support organization is led by a president or executive
vice president that reports to the Chief Executive Officer. Management evaluates
performance at the total company profit level and at the product revenue level.
The shared services costs are not currently allocated to the revenue producing
divisions and includes product engineering, management information systems and
finance and administration costs.
49
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 23--BUSINESS SEGMENTS (CONTINUED)
Financial information relating to each reportable segment was as follows (In
thousands):
INTERNET
CONSUMER CCC BUSINESS-TO- SHARED CCC
CCC U.S. SERVICES INTERNATIONAL BUSINESS SERVICES CONSOLIDATED
-------- -------- ------------- ------------ -------- ------------
1999
Revenues............................ $173,723 $28,776 $ 5,298 $ -- $ -- $ 207,797
Expenses............................ (84,877) (29,059) (6,423) (731) (70,962) (192,052)
-------- ------- ------- ----- -------- ---------
Operating income (loss)............. 88,846 (283) (1,125) (731) (70,962) 15,745
Equity in loss of affiliates........ (4,167) -- (2,478) -- -- (6,645)
-------- ------- ------- ----- -------- ---------
Division operating margin........... $ 84,679 $ (283) $(3,603) $(731) $(70,962) $ 9,100
======== ======= ======= ===== ======== =========
Accounts receivable, net............ $ 11,433 $ 8,542 $ 4,402 $ -- $ -- $ 24,377
======== ======= ======= ===== ======== =========
1998
Revenues............................ $168,135 $19,358 $ 676 $ -- $ -- $ 188,169
Expenses............................ (88,511) (19,768) (1,121) -- (58,770) (168,170)
-------- ------- ------- ----- -------- ---------
Operating income (loss)............. 79,624 (410) (445) -- (58,770) 19,999
Equity in loss of affiliates........ (11,447) -- (211) -- -- (11,658)
-------- ------- ------- ----- -------- ---------
Division operating margin........... $ 68,177 $ (410) (656) $ -- $(58,770) $ 8,341
======== ======= ======= ===== ======== =========
Accounts receivable, net............ $ 16,325 $ 5,985 $ 902 $ -- $ -- $ 23,212
======== ======= ======= ===== ======== =========
1997
Revenues............................ $151,293 $ 7,813 $ -- $ -- $ -- $ 159,106
Expenses............................ (75,743) (7,073) -- -- (50,585) (133,401)
-------- ------- ------- ----- -------- ---------
Division operating margin........... 75,550 $ 740 $ -- $ -- $ -- $ 25,705
======== ======= ======= ===== ======== =========
Accounts receivable, net............ $ 15,157 $ 3,145 $ -- $ -- $ -- $ 18,302
======== ======= ======= ===== ======== =========
During the years ended December 31, 1999, 1998 and 1997, substantially all
revenues recognized in the CCC U.S. and Consumer Services Divisions were derived
from customers located in the United States. During those same periods,
substantially all revenues recognized in the CCC International segment were
derived from customers located in Europe.
50
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 23--BUSINESS SEGMENTS (CONTINUED)
Revenue by major products include:
1999 1998 1997
-------- -------- --------
Pathways Workstation/Collision Estimating Services and
Products.................................................. $109,585 $102,941 $ 84,080
Vehicle Valuation Services and Products..................... 51,229 51,061 50,339
Claims Outsourcing & Third Party Administration Services and
Products.................................................. 26,104 12,432 1,147
ACCESS...................................................... 7,970 7,602 6,666
Other....................................................... 12,909 14,133 16,874
-------- -------- --------
Total....................................................... $207,797 $188,169 $159,106
======== ======== ========
NOTE 24--LEGAL PROCEEDINGS
In March 1999, the Company completed settlement of a lawsuit involving a
former independent sales representative. The settlement resulted in a charge of
$1.7 million including among other things payment for past earned commissions,
resolution of disputed commissions and other costs associated with the
resolution of the dispute.
On January 31, 2000, a putative class action lawsuit was filed against CCC,
Dairyland Insurance Co., and Sentry Insurance Company. Susanna Cook v. Dairyland
Ins. Co., Sentry Ins. and CCC Information Services, Inc., No. 2000 L-1 (Circuit
Court of Johnson County, Illinois). Plaintiff alleges that her insurance
company, using the Company's TOTAL LOSS product, offered an inadequate amount
for her automobile. Plaintiff seeks to represent a nationwide class of all
insurance customers who, during the period from January 28, 1989 up to the date
of trial, had their total loss claims settled using a valuation report prepared
by CCC. The complaint also seeks certification of a defendant class consisting
of all insurance companies who used the Company's valuation reports to determine
the "actual cash value" of totaled vehicles. Plaintiff asserts various common
law and contract claims against the defendant insurance companies, and various
common law claims against CCC. Plaintiff seeks an unspecified amount of
compensatory and punitive damages, as well as an award of attorneys' fees and
costs.
The above action follows the filing of several other putative class actions,
which name only CCC and individual insurance companies. Those actions, each of
which was filed by the same plaintiffs' attorney in the Circuit Court of Cook
County, Illinois, are captioned as follows: ALVAREZ-FLORES V. AMERICAN FINANCIAL
GROUP, INC., ATLANTA CASUALTY CO., AND CCC INFORMATION SERVICES, INC., No. 99 CH
15032 (filed 10/19/99); GIBSON V. ORION AUTO, GUARANTY NATIONAL INS. CO. AND CCC
INFORMATION SERVICES, INC., No. 99 CH 15082 (filed 10/20/99); KEILLER V. FARMERS
INSURANCE GROUP OF COMPANIES, FARMERS GROUP, INC., FARMERS INSURANCE EXCHANGE,
FARMERS INSURANCE CO. OF OREGON, AND CCC INFORMATION SERVICES, INC., No. 99 CH
15485 (filed 10/27/99); STEPHENS V. THE PROGRESSIVE CORP., PROGRESSIVE PREFERRED
INS. CO. AND CCC INFORMATION SERVICES, INC., No. 99 CH 15557 (10/28/99); MYERS
V. TRAVELERS PROPERTY CASUALTY CORP., THE TRAVELERS INDEMNITY COMPANY OF
AMERICA, AND CCC INFORMATION SERVICES, INC., No. 00 CH 2793 (filed 2/22/00).
In the Cook County cases, plaintiffs allege that their individual insurance
companies, using CCC's TOTAL LOSS valuation product, offered plaintiffs an
inadequate amount for their automobiles. The plaintiffs further allege that
CCC's TOTAL LOSS product does not provide fair, accurate values for used
vehicles. The plaintiffs assert claims against CCC for consumer fraud, tortuous
interference with contract, common law
51
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 24--LEGAL PROCEEDINGS (CONTINUED)
fraud, and conspiracy to commit common law fraud. The plaintiffs assert various
common law and statutory claims against CCC and the individual insurers. In each
case, plaintiffs seek to represent a class of customers who made a total loss
claim for which their individual insurer defendant used a valuation report by
CCC, and who allegedly did not receive the market value of their automobile.
Plaintiffs seek unspecified compensatory and punitive damages and an award of
attorneys' fees and expenses. Certain of the insurance company defendants have
filed preliminary motions to dismiss plaintiffs' claims and/or to compel
appraisals. Those motions are currently pending. As of this date, there has been
no ruling on plaintiffs' class action allegation.
The Company, in its ordinary course of business, is a party to various other
legal actions, including six individual non-class action litigations asserting
various claims relating to CCC's total loss valuation product. CCC is also aware
of other pending litigation in which claims are asserted against certain of
CCC's insurer clients based on allegations that CCC's total loss product
produces inadequate valuations, where CCC is not a party. Management believes
these individual actions are routine in nature and incidental to its operations.
CCC intends to vigorously defend all of the above described lawsuits to
which it is a party, and support its customers in other actions. Due to the
numerous legal and factual issues that must be resolved during the course of
litigation, CCC is unable to predict the ultimate outcome of any of these
actions. If CCC were held liable in any of the actions (or otherwise concludes
that it is in CCC's best interest to settle any of them), CCC could be required
to pay monetary damages (or settlement payments). Depending upon the theory of
recovery or the resolution of the plaintiff's claims for compensatory and
punitive damages, or potential claims for indemnification or contribution by
CCC's customers in any of the actions, these monetary damages (or settlement
payments) could be substantial and could have a material adverse effect on CCC's
business, financial condition or results of operations. The Company is unable to
estimate the magnitude of its exposure, if any, at this time. As additional
information is gathered and the litigations proceed, CCC will continue to assess
its potential impact.
52
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 25--SUMMARIZED QUARTERLY OPERATING RESULTS (UNAUDITED)
The following table sets forth unaudited consolidated statements of
operations for the quarters in the years ended December 31, 1999 and 1998. These
quarterly statements of operations have been prepared on a basis consistent with
the audited financial statements. They include all adjustments, consisting only
of normal recurring adjustments, necessary for a fair presentation of the
quarterly results of operations, when such results are read in conjunction with
the audited consolidated financial statements and the notes thereto. The
operating results for any quarter are not necessarily indicative of results for
any future period. Amounts are in thousands, except for per share data.
1999 1998
----------------------------------------- -----------------------------------------
FIRST SECOND THIRD FOURTH FIRST SECOND THIRD FOURTH
-------- -------- -------- -------- -------- -------- -------- --------
Revenues...................... $49,909 $50,968 51,649 $55,271 $44,691 $46,147 48,048 $49,283
Operating expenses............ 43,590 50,337 47,932 50,193 37,535 41,458 43,449 45,728
------- ------- ------- ------- ------- ------- ------- -------
Operating income.............. 6,319 631 3,717 5,078 7,156 4,689 4,599 3,555
Interest expense.............. (195) (186) (412) (606) (64) (1) (61) (132)
Other income, net............. 39 189 175 9 350 112 172 63
------- ------- ------- ------- ------- ------- ------- -------
Income before income taxes.... 6,163 634 3,480 4,481 7,442 4,800 4,710 3,486
Income tax provision.......... (2,679) (58) (2,099) (2,525) (3,162) (2,046) (2,125) (1,527)
------- ------- ------- ------- ------- ------- ------- -------
Income before equity losses
and minority interest....... 3,484 576 1,381 1,956 4,280 2,754 2,585 1,959
Equity in net losses of
affiliates.................. (4,495) (501) (814) (835) (1,181) (3,036) (3,203) (4,238)
Minority share in earnings of
subsidiaries................ -- -- 1 (1) -- -- 14 (15)
------- ------- ------- ------- ------- ------- ------- -------
Net income (loss)............. (1,011) 75 568 1,120 3,099 (282) (604) (2,294)
Dividends and accretion on
mandatorily redeemable
preferred stock............. (1) (1) -- -- (94) (97) 6 228
------- ------- ------- ------- ------- ------- ------- -------
Net income (loss) applicable
to common stock............. $(1,012) $ 74 $ 568 $ 1,120 $ 3,005 $ (379) $ (598) $(2,066)
======= ======= ======= ======= ======= ======= ======= =======
PER SHARE DATA:
Income (loss) per common
share--basic.............. $ (0.04) $ (0.00) $ 0.03 $ 0.05 $ 0.12 $ (0.02) $ (0.02) $ (0.09)
======= ======= ======= ======= ======= ======= ======= =======
Income (loss) per common
share--diluted............ $ (0.04) $ (0.00) $ 0.03 $ 0.05 $ 0.12 $ (0.01) $ (0.02) $ (0.09)
======= ======= ======= ======= ======= ======= ======= =======
Weighted average shares
outstanding:
Basic....................... 23,720 23,381 22,429 21,920 24,638 24,859 24,998 23,972
Diluted..................... 24,135 23,685 22,670 22,225 25,418 25,493 25,388 24,297
53
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
SUPPLEMENTAL FINANCIAL STATEMENT SCHEDULES
SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
(IN THOUSANDS)
BALANCE AT
BEGINNING OF CHARGED TO COSTS CHARGED TO OTHER BALANCE AT END
DESCRIPTION PERIOD AND EXPENSES ACCOUNTS ADDITIONS/DEDUCTIONS OF PERIOD
- - ----------- ------------ ---------------- ---------------- -------------------- --------------
1997 Allowance for
Doubtful Accounts.... 1,946 3,472 -- (2,755)(a) 2,663
1998 Allowance for
Doubtful Accounts.... 2,663 8,331 22(b) (7,758)(a) 3,258
1999 Allowance for
Doubtful Accounts.... 3,258 8,280 -- (7,563)(a) 3,975
1997 Deferred Income
Tax Valuation
Allowance............ 284 -- -- 9 293
1998 Deferred Income
Tax Valuation
Allowance............ 293 -- -- 48 341
1999 Deferred Income
Tax Valuation
Allowance............ 341 -- -- (341) --
- - ------------------------
(a) Accounts receivable write-offs, net of recoveries.
(b) Opening reserve balance for Professional Claims Services Inc.
54
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
EXHIBIT INDEX
3.1 Amended and Restated Certificate of Incorporation of the
Company (incorporated herein by reference to Exhibit 3.1 of
the Company's 1997 Annual Report on Form 10-K, Commission
File Number 000-28600 filed on March 14, 1997)
3.2 Amended and Restated Bylaws of the Company (incorporated
herein by reference to Exhibit 3.2 of the Company's 1998
Annual Report on Form 10-K, as amended, Commission File
Number 000-28600 filed on April 1, 1999)
10.1 Amended and Restated Credit Facility Agreement between
CCC Information Services Inc., LaSalle National Bank and the
other financial institutions party thereto (incorporated
herein by reference to Exhibit 10.1 of the Company's 1998
Annual Report on Form 10-K, as amended, Commission File
Number 000-28600 filed on April 1, 1999)
10.2 Amended and Restated MOTOR Crash Estimating Guide Data
License (incorporated herein by reference to Exhibit 10.2 of
the Company's 1998 Annual Report on Form 10-K, as amended,
Commission File Number 000-28600 filed on April 1, 1999)
10.3 European Version of MOTOR Crash Estimating Guide Data
License (incorporated herein by reference to Exhibit 10.1 of
the Company's 1998 Annual Report on Form 10-K, as amended,
Commission File Number 000-28600 filed on April 1, 1999)
10.4 Stock Option Plan (incorporated herein by reference to
Exhibit 4.03 of the Company's Registration Statement on
Form S-8, Commission File Number 333-15207 filed
October 31, 1996)
10.5 1997 Stock Option Plan, as amended (incorporated herein by
reference to Exhibit 4.04 of the Company's Registration
Statement on Form S-8, Commission File Number 333-67645
filed November 20, 1998)
10.6 401(K) Company Retirement Saving & Investment Savings Plan
(incorporated herein by reference to Exhibit 4.04 of the
Company's Registration Statement on Form S-8, Commission
Number 333-32139 filed July 25, 1997)
10.7 Employee Stock Purchase Plan (incorporated herein by
reference to Exhibit 4.04 of the Company's Registration
Statement on Form S-8, Commission File Number 333-47205
filed March 2, 1998)
10.8 Securities Purchase Agreement between Company and InsurQuote
Systems Inc. dated February 10, 1998 (incorporated herein
by reference to Exhibit 10.7 of the Company's Quarterly
Report on Form 10-Q, Commission File Number 000-28600 filed
May 15, 1998)
10.9 Investment Agreement between Company and InsurQuote
Systems Inc. dated February 10, 1998 (incorporated herein by
reference to Exhibit 10.7 of the Company's Quarterly Report
on Form 10-Q, Commission File Number 000-28600 filed
May 15, 1998)
10.10 Common Stock Warrant to purchase 440,350 shares of
InsurQuote Systems Inc. dated February 10, 1998
(incorporated herein by reference to Exhibit 10.7 of the
Company's Quarterly Report on Form 10-Q, Commission File
Number 000-28600 filed May 15, 1998)
10.11 Sale and Purchase Agreement between the Company and Phillip
Carter dated July 1, 1998 (incorporated herein by reference
to Exhibit 10.1 of the Company's 1998 Annual Report on
Form 10-K, as amended, Commission File Number 000-28600
filed on April 1, 1999)
10.12 1997 Stock Option Plan, as amended (incorporated herein by
reference to the Company's Registration Statement on on
Form S-8, Commission File Number 333-79983 filed June 4,
1999)
13 InsurQuote Systems, Inc. Audited Consolidated Financial
Statements for Years Ended June 30, 1999 and 1998 and Eleven
Months Ended June 30, 1997
21 List of Subsidiaries
23 Consent of PricewaterhouseCoopers LLP
27 Financial Data Schedule for year end 12/31/99
55
CCC INFORMATION SERVICES GROUP 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.
Date: March 27, 2000 CCC INFORMATION SERVICES GROUP
By: /s/ GITHESH RAMAMURTHY By: /s/ THOMAS L. KEMPNER
Name: ----------------------------------- Name: -----------------------------------
Title: Githesh Ramamurthy Title: Thomas L. Kempner
President and Chief Executive Director
Officer
By: /s/ REID E. SIMPSON By: /s/ DUDLEY C. MECUM
Name: ----------------------------------- Name: -----------------------------------
Title: Reid E. Simpson Title: Dudley C. Mecum
Executive Vice President and Chief Director
Financial Officer
By: /s/ MICHAEL P. DEVEREUX By: /s/ MARK A. ROSEN
Name: ----------------------------------- Name: -----------------------------------
Title: Michael P. Devereux Title: Mark A. Rosen
Senior Vice President of Finance and Director
Chief Financial Officer
By: /s/ DAVID M. PHILIPS By: /s/ MICHAEL R. STANFIELD
Name: ----------------------------------- Name: -----------------------------------
Title: David M. Philips Title: Michael R. Stanfield
Chairman Director
By: /s/ MORGAN W. DAVIS By: /s/ HERBERT S. WINOKUR
Name: ----------------------------------- Name: -----------------------------------
Title: Morgan W. Davis Title: Herbert S. Winokur
Director Director
By: /s/ MICHAEL R. EISENSON
Name: -----------------------------------
Title: Michael R. Eisenson
Director
56
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
Directors Morgan W. Davis
Insurance Operating Officer
White Mountain Holdings Inc.
Michael R. Eisenson
President and Chief Executive Officer
Charlesbank Capital Partners LLC
Thomas L. Kempner
Chairman and Chief Executive Officer
Loeb Partners Corporation
Dudley C. Mecum
Managing Director
Capricorn Holdings, LLC
David M. Phillips
Chairman
CCC Information Services Group Inc.
Githesh Ramamurthy
President and Chief Executive Officer
CCC Information Services Group Inc.
Mark A. Rosen
Managing Director
Charlesbank Capital Partners LLC
Michael R. Stanfield
Chairman and Chief Executive Officer
Intersections Inc.
Herbert S. "Pug" Winokur
Chairman and Chief Executive Officer
Capricorn Holdings, LLC
Daniel "Deke" Jackson
Director Emeritus
Jackson LLC
Executive Officers David M. Phillips
Chairman
J. Laurence Costin Jr.
Vice Chairman
Githesh Ramamurthy
President and Chief Executive Officer
Phillip Carter
President CCC International
57
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
Executive Officers Blaine R. Ornburg
(continued) President CCC Consumer Processing Services Inc.
Mary Jo Prigge
President of CCC U.S. Division
Robert Milburn
Executive Vice President Product Development
Reid E. Simpson
Executive Vice President and Chief Financial Officer
Michael P. Devereux
Senior Vice President of Finance and Chief Accounting
Officer
58
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
CORPORATE INFORMATION
CORPORATE OFFICE INDEPENDENT ACCOUNTANTS
World Trade Center Chicago PricewaterhouseCoopers LLP
444 Merchandise Mart 203 North LaSalle Street
Chicago, Illinois 60654 Chicago, Illinois 60601
(312) 222-4636 STOCKHOLDER AND INVESTMENT
TRANSFER AGENT REGISTRAR FOR COMMON STOCK COMMUNITY INQUIRIES
Harris Trust and Savings Bank Written inquiries should be sent to the Chief
Shareholder Communications Financial Officer at the Company's corporate
P.O. Box A3504 office.
Chicago, Illinois 60690-3504 ADDITIONAL INFORMATION
(312)-360-5213 This Annual Report on Form 10-K provides all
(312)-461-5633 (TDD) annual information filed with the Securities
STOCKHOLDER SERVICES and Exchange Commission, except for exhibits.
You should deal with the Transfer Agent for A listing of exhibits appears on page 48 of
the stockholder services listed below: this Form 10-K. Copies of exhibits will be
Change of Mailing Address provided upon request for a nominal charge.
Consolidation of Multiple Accounts Written requests should be directed to the
Elimination of Duplicate Report Mailings Investor Relations Department at the
Lost or Stolen Certificates Company's corporate office.
Transfer Requirements
Duplicate 1099 Forms
Please be prepared to provide your tax
identification or social security number,
description of securities and address of
record.
STOCK LISTING AND TRADING SYMBOL
The Company's common stock is listed on the
Nasdaq National Market System. The trading
symbol is CCCG.
59