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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
FORM 10-K
(Mark One)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2000
OR
/_/ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file No. 1-14371
INFORMATION HOLDINGS INC.
(Exact name of registrant as specified in its charter)
DELAWARE 06-1518007
(State of incorporation) (IRS Employer Identification No.)
2777 SUMMER STREET, SUITE 209
STAMFORD, CONNECTICUT 06905
(Address of principal executive offices) (Zip Code)
(203) 961-9106
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS NAME OF EXCHANGE ON WHICH REGISTERED
------------------- ------------------------------------
COMMON STOCK, PAR VALUE $0.01 PER SHARE NEW YORK STOCK EXCHANGE
Securities registered pursuant to Section 12(g) of the Act: NONE
Indicate by check mark whether the registrant (1) has filed 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 registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to the
Form 10-K. /_/
The aggregate market value of the voting stock held by non-affiliates of
the registrant on March 15, 2001 was approximately $239,613,000, based upon the
March 15, 2001 closing sale price of the common stock of $22.34 as reported by
the New York Stock Exchange.
The number of outstanding shares of Common stock, par value $0.01 of the
registrant outstanding as of March 15, 2001 was 21,615,798 shares.
DOCUMENTS INCORPORATED BY REFERENCE
Items 10, 11, 12 and 13 of Part III are incorporated by reference to the
definitive proxy statement relating to the registrant's Annual Meeting of
Stockholders for fiscal 2000, which definitive proxy statement will be filed
within 120 days of the end of the registrant's fiscal year.
TABLE OF CONTENTS
PART I
PAGE
Item 1 Business.............................................................1
Item 2. Properties...........................................................9
Item 3. Legal Proceedings....................................................9
Item 4. Submission of Matters to a Vote of Security Holders..................9
PART II
Item 5. Market for the Registrant's Common Equity
and Related Stockholder Matters.....................................10
Item 6. Selected Financial Data.............................................11
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations.......................13
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.........17
Item 8. Financial Statements and Supplementary Data.........................18
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure..............................18
PART III
Item 10. Directors and Executive Officers of the Registrant.................19
Item 11. Executive Compensation.............................................19
Item 12. Security Ownership of Certain
Beneficial Owners and Management...................................19
Item 13. Certain Relationships and Related Transactions.....................19
PART IV
Item 14. Exhibits, Financial Statement
Schedules, and Reports on Form 8-K.................................20
Signatures..................................................................23
PART I
ITEM 1. BUSINESS
OVERVIEW
Information Holdings Inc. (IHI or the Company) is a leading provider of
information products and services to professional end-users in intellectual
property, scientific and technical information and information technology
learning markets. Since beginning operations in January 1997, IHI has increased
revenues and profits rapidly, both through acquisitions and internal growth. For
the year ended December 31, 2000, revenues were $73.3 million and net income was
$7.1 million.
The Company's intellectual property (IP) businesses provide a broad array of
databases, information products and complementary services for IP professionals.
The Company's MicroPatent unit, acquired in 1997, provides patent information,
primarily via the Internet. While generating significant internal growth, this
business has also been supplemented by the acquisitions of Optipat, Faxpat and
Corporate Intelligence in 1999, businesses that provide print and
Internet-delivered patent information to legal and corporate markets. Master
Data Center (MDC), which was acquired in August 1999, provides specialized
intellectual property services and software. In fiscal 2000, the Company
launched CI.com, which provides access to the Company's existing IP services as
well as new services in the trademark searching and intellectual property
licensing areas. Internet-based products accounted for approximately 55% of
MicroPatent's revenues and 37% of total IP revenues for the year ended December
31, 2000. The IP businesses provided 41% of IHI's consolidated revenues in
fiscal 2000.
CRC Press, acquired in 1997, provides information products to professionals in
the scientific and technical markets. CRC Press, with a 98-year history, has
established leading positions in several niche markets. In 1997 and 1998, three
businesses were acquired and combined with CRC Press: St. Lucie Press, a
publisher of professional titles, Auerbach Publications, a provider of
technology-oriented print and electronic products and the mathematics and
chemical product lines of Chapman & Hall. CRC Press has significant proprietary
content, including a library of over 4,500 previously published titles, which
generates substantial recurring demand. The scientific and technology
information businesses provided 53% of IHI's consolidated revenues in fiscal
2000. This percentage is expected to decrease in the year 2001.
In November 2000, the Company entered the information technology (IT) learning
market with the acquisition of the assets of Transcender Corporation
(Transcender). Transcender provides IT certification test-preparation products,
including exam simulations for certifications from major hardware and software
providers. Transcender is a leading online provider of test-preparation products
for IT professionals, corporations, learning centers and universities. IT
learning revenues, which represent results for two months from the date of
acquisition, provided 6% of the Company's consolidated revenues in fiscal 2000.
This percentage is expected to increase significantly in fiscal 2001.
See Note 16 of the Notes to Consolidated Financial Statements for additional
business segment information.
-1-
MARKETS
PATENT INFORMATION
The Company estimates that current annual revenue in the market for search and
retrieval of patent information exceeds $300 million. This market includes
primary information, which is the actual full text and images of patent
documents, and secondary information, which consists of abstracts and indexes of
patent information. While the market for secondary information is the larger
component of the patent information market, the Company believes it is growing
at a slower rate than the market for primary information. Historically, patent
information was researched using secondary information providers due to the
complexity of finding and reviewing lengthy and complicated patent documents
from diverse sources. The primary information market began in earnest with the
advent of the CD-ROM, which enabled the viewing of actual patent images. The
subsequent development of sophisticated search software and the Internet have
created significant growth and substantial opportunities in the primary
information segment. Management believes that the Company is the largest
commercial provider of primary patent information on a worldwide basis.
TRADEMARK INFORMATION
The Company estimates that current annual revenue in the market for trademark
information exceeds $200 million. The vast majority of revenue in this market is
derived from "full searches" of trademark databases, which traditionally
involved the use of researchers to review federal, state and common law usage of
names. The researchers typically use a combination of electronic databases of
information, supplemented by manual reviews of common law sources such as
business directories. The market for pure electronic searching has historically
been small, due primarily to the difficulty in establishing comprehensive
databases of state and common law data. Electronic searches have historically
been used only as "screening" tools in advance of getting a full search. During
fiscal 2000, the Company launched Trademark.com as a component of CI.com, a
service that provides the capability to search U.S. federal, state and common
law sources of trademark information.
PATENT AND TECHNOLOGY LICENSING
Industry sources estimate that the annual revenues in the market for patent and
technology licensing currently exceed $100 billion. Licensing transactions have
historically been conducted through offline networks of licensing executives.
The Company believes there is a significant potential market for an online
exchange to facilitate licensing transactions. During fiscal 2000, the Company
launched Patex.com, an Internet-based patent and technology licensing exchange.
The Company is also launching ancillary services related to patent licensing and
expects to generate revenues from these services beginning in fiscal 2001.
SCIENTIFIC AND TECHNICAL INFORMATION
The Company provides information products in selected niches of the professional
information market. These products generally fall into the scientific technical
information areas, a market estimated at $3.9 billion by Veronis, Suhler &
Associates. The market, which is global in nature, has achieved relatively
consistent growth over the past decade based on factors such as:
o Constantly increasing complexity within scientific research;
o Increasing globalization of scientific, technical and medical
markets;
o Technological advancements that enable greater distribution of
content; and
o Impact of the Internet, such as e-books, downloading and site
licensing.
-2-
The market has hundreds of niche information areas and individual titles are
generally unique. As a result, there is often little competition for specific
titles. The Company targets end-users, mostly professionals, with high-end
specialized information products. These information products are focused in
areas with significant numbers of end-users, such as chemists, engineers,
mathematicians, technology professionals and environmental scientists. The
end-users are generally not price sensitive due to the critical nature of the
information.
IT LEARNING
The Company sells products within a component of the IT
certification/test-preparation market. A report by the industry research firm
IDC estimates that this market currently approximates $2.5 billion and is
estimated to reach $4.0 billion by 2003. This market includes both a test
certification segment and a test-preparation segment. The Company competes in
the latter segment, a market currently estimated at $1.0 billion.
Significant growth in the IT certification market is being driven by several
factors, including:
o Continual advances in technology;
o Growth in IT employment levels and shortages of skilled IT
professionals;
o Increases in technology-based corporate training;
o Growth in the number of certifications, re-certifications and
multiple certifications; and
o Insufficient college-level training.
PRODUCTS
IP PRODUCTS AND SERVICES
PATENT INFORMATION SERVICES
The Company believes it offers the most comprehensive primary patent information
service in the world, with access to over 33 million patent documents in digital
format. The information assets are supported by sophisticated search software
and various tools, which facilitate research and management of patent
information. The patent collection includes all patents ever issued by the
United States Patent and Trademark Office (USPTO) and the European Patent Office
(EPO), as well as patent documents from the World Intellectual Property
Organization and Japanese Patent Office. In addition, the Company also provides
access to a special collection of patents covering over 50 additional countries.
Searching patent information can be done using bibliographic data, or, for a
substantial portion of the collection, the full text of the patent documents.
The primary product offerings in this area are Internet-based searching and
downloading products, sold on either a subscription or pay-per-use basis. There
are also customized database and technology applications for major corporations.
Patent documents and patent file histories are also sold in paper and electronic
formats. Revenues from patent information services approximated $19.2 million in
2000.
PATENT ANNUITY PAYMENT SERVICES
The Company's MDC unit offers a service that organizes and assists owners of
intellectual property, including corporate and legal clients, with the payments
of patent annuities on a worldwide basis. Due to the fact that the rules for
filing and maintaining patents are fairly complex and vary among the various
patent authorities around the world, owners of intellectual property in domestic
and foreign markets, including many major corporations and law firms, use
service providers to track filing and payment requirements and to make these
payments on their behalf. The service is priced on a per payment basis, with
cash received from customers in advance of applicable payment dates. The service
is supported by a proprietary database that includes the
-3-
current rules for filing and maintenance of patents in every major patent
jurisdiction in the world. In addition, MDC licenses complementary software in
the corporate and legal markets that enable customers to manage, track and
report intellectual property. Revenues from annuity payments and software
approximated $10.4 million in 2000.
TRADEMARK INFORMATION SERVICES
Prior to June 2000, the Company provided products to search an enhanced USPTO
federal trademark file. The Company launched Trademark.com in June 2000, which
enables customers to search U.S. federal, state and common law databases over
the Internet. The Company is continually enhancing this service by the addition
of additional common law content. Future development initiatives are expected to
provide additional search functionality and selected international databases.
Trademark revenues approximated $0.4 million in 2000.
PATENT AND TECHNOLOGY LICENSING SERVICES
During fiscal 2000, the Company launched Patex.com, an Internet exchange to
facilitate licensing of patents and technologies. The site includes both
Internet licensing of patent rights and a service to facilitate more complex
licensing transactions. The site currently has over 15,000 patents and
technologies available for license. During fiscal 2000, the service provided
free listings and searches. Beginning in fiscal 2001, revenue will be derived
both from listing fees and transaction fees for licensing transactions completed
via the service. In February 2001, the Company launched several additional
services in the licensing market, including consulting services to identify
licensing and enforcement opportunities, assessment of patent portfolios and
contingency licensing services.
SCIENTIFIC AND TECHNICAL INFORMATION
REFERENCE PRODUCTS - BOOK PUBLISHING
Currently, the majority of revenues in the scientific and technical market are
derived from book publishing. The Company has an extensive backlist of over
4,500 titles, which generates substantial recurring demand. During fiscal 2000,
approximately 70% of book sales were derived from backlist sales. In addition,
the Company has continually increased its front list publishing programs. New
titles in 2000 totaled 438, compared to 404 titles in 1999. The Company expects
to produce approximately 460 new titles in 2001. CRC Press publishes primarily
in the following areas:
o Life sciences (biology, neurology, pathology, forensics, food
science, marine science);
o Hard sciences (chemistry, physics, mathematics, statistics,
engineering);
o Environmental sciences; and
o Information technology and business.
Life sciences and hard sciences combined provide approximately three-fourths of
backlist titles and a similar percentage of annual book revenues. The Company
has strong market positions in chemistry, mathematics, statistics, engineering
and environmental science. Revenues from book publishing approximated $28.2
million in fiscal 2000.
-4-
Books are generally technical in nature with a practitioner-oriented approach.
By targeting professional end-users with high-end information products, the
Company is able to achieve premium pricing for its products. The average
retail-selling price for a CRC Press book is approximately $80. Over the past
several years, CRC Press has sold on average 1,100 units per title. Sales tend
to be weighted toward the first two years following release and a typical book
sells over a 4-5 year period in total. There are titles that sell for much
longer periods, as well as titles that have annual editions.
SUBSCRIPTION SERVICES
CRC Press also offers numerous subscription-based products in the following
areas:
o Newsletters--The Food Chemical News division serves the food and chemical
industries with four newsletters and two food science guides, available in print
and electronic formats. These products command premium pricing and have
aggregate renewal rates of approximately 70%.
o Journals--CRC Press currently publishes 17 journals, including both primary
journals of original research and secondary journals that summarize professional
literature in selected scientific areas. Aggregate renewal rates for journals
approximate 85%.
o Technology Services--Under its Auerbach imprint, CRC Press provides high-level
information products for the information technology market in print and
electronic formats.
o Electronic Databases--Numerous electronic databases are available on a site
license basis or on CD-ROM. Database products are focused in areas where the
Company has significant proprietary content such as chemistry, food chemistry,
information technology and engineering.
Revenues from the product areas described above approximated $10.7 million in
fiscal 2000.
IT LEARNING
The Company provides IT professionals with certification test-preparation
software, available over the Internet or on CD-ROM. The product is sold with a
standard license for a single user, with network and multi-users licenses also
available. The Company's primary product line, TRANSCENDERCERT, covers
certifications from organizations including Microsoft, Cisco and CompTIA.
Individual products are sold for $100-180, with "bundled packages" and corporate
site licenses also available.
The products use sophisticated software and technology to provide realistic exam
simulations. Products feature questions in multiple formats, answer explanations
and documentation references (using both text and video demonstration), score
reports and computer adaptive testing, custom and random exams and case studies.
Products were historically sold primarily to individual IT professionals, with
an increasing focus on corporate and organizational sales.
Transcender was acquired on November 6, 2000. Revenues from the date of
acquisition through December 31, 2000 approximated $4.1 million.
-5-
CUSTOMERS
INTELLECTUAL PROPERTY
The Company has long-standing relationships with the largest corporate and legal
IP market participants. There are over 10,000 customers for the Company's
information products, 350 users of patent annuity payment services and 750 users
of management software. Customers include major corporations in all major
industries, with particular concentration in the chemical, pharmaceutical,
technology, manufacturing and packaged goods areas. In addition to the corporate
customer base, customers include the majority of the major intellectual property
law firms in the U.S. There are approximately 75 IP customers contributing over
$50,000 in revenue per annum, although no individual customer provides a
significant percentage of revenue.
SCIENTIFIC AND TECHNICAL INFORMATION
Customers in this area are primarily professional end-users, including chemists,
mathematicians, engineers, biologists and information technology professionals.
These customers are primarily based in corporations, with additional sales being
made to individuals in academic settings, such as research institutions. The
Company maintains extensive in-house lists of professionals and academics in the
fields and niches in which it publishes. In addition to individuals, products
are sold to major distributors that serve the Company's areas of focus. Products
are also sold to broad-based retailers, including Internet distributors. No
individual customer provides a significant percentage of revenues.
Prior to January 2000, Springer Verlag was the exclusive distributor of some CRC
Press products outside of North America. That distribution agreement was
terminated in January 2000 and international distribution is now handled
internally. Springer Verlag accounted for approximately 11.4% of consolidated
revenues for the year ended December 31, 1999 and an immaterial percentage of
revenues in fiscal 2000.
IT LEARNING
Transcender products are sold to IT professionals in self-study programs,
instructor-led training courses, colleges and universities and in corporations
with large IT staffing levels. Over 200,000 professionals have purchased
Transcender products to prepare for certification exams. In addition to
individuals, customers for the Company's products include training companies,
universities and large corporations. The majority of customers today are
individuals, although there is an increasing percentage of organizational and
corporate sales. No individual customer provides a significant percentage of
revenues.
SALES, MARKETING AND DISTRIBUTION
IP products and service sales are made primarily through an in-house sales force
with offices in the United States and the United Kingdom. Prospects are
identified through referrals from existing customers, referrals from patent and
trademark offices, leads from trade shows and information requests from sources
such as the Internet. Additional international sales are made through a network
of distributors. The Company has sales personnel dedicated to each of the patent
information, patent annuity service, trademark information and patent licensing
areas.
-6-
Scientific and technical products are sold primarily through direct response
marketing. The Company has an in-house creative services and direct marketing
group which designs, manages, and produces cost-effective direct mail campaigns
and other promotional support programs. In fiscal 2000, the Company mailed in
excess of 8,000,000 direct mail pieces. There is also a small, well-experienced
sales force for professional book sales to academic and specialty bookstores,
wholesalers, catalogers and associations, as well as sales of site licenses to
corporations and academic institutions.
IT learning products are sold primarily through direct response marketing,
advertising in trade publications and on the Internet and through customer
referrals. The Company also has a small in-house sales force for sales to
organizations and corporations.
COMPETITION
PATENT INFORMATION MARKET
Management believes that the Company is the largest commercial provider of
primary patent information. Competition in this area comes primarily from patent
and trademark offices, particularly the USPTO and the EPO. Both offer useful,
low-end patent services, primarily geared toward academic users. Patent office
products tend to be most useful for those trying to obtain a specific patent,
but are generally less useful for research and high-end corporate and legal
applications. In addition, Delphion Inc., a recent entrant into the patent
information market offers a patent service over the Internet.
Traditional secondary information providers include Derwent Information, a unit
of the Thomson Corporation, and the Chemical Abstract Service of the American
Chemical Society. These companies have significant revenues in abstracting and
indexing services, but are not major participants in the primary information
sector.
PATENT ANNUITY PAYMENT SERVICES
The Company believes it is the largest provider of patent annuity payment
services in the United States. Computer Packages, Inc. is the only
significant competitor in the U.S. C.P.A. is the leading provider of annuity
payments in Europe, followed by Dennemeyer. The Company also believes it is
the leading provider of intellectual property management software. This
market is relatively small and fragmented.
TRADEMARK INFORMATION MARKET
The traditional full-search trademark market is dominated by Thomson & Thomson,
a unit of the Thomson Corporation. The only other significant participant is CCH
Corsearch, a unit of Wolters Kluwer. These businesses derive the vast majority
of revenues from paper-based trademark searches. Thomson & Thomson offers an
electronic search product, which has been historically marketed as a "screening
search" tool.
PATENT AND TECHNOLOGY LICENSING
There have been a number of recently launched web sites attempting to provide a
market for buyers and sellers of intellectual property rights, including
yet2.com, pl-x.com and Delphion. Management believes these start-ups have little
revenue. In addition, management believes that these businesses do not have
long-established customer relations in the intellectual property field,
significant expertise in intellectual property products and services, or
additional products and services required by users, such as IHI's information
products.
-7-
SCIENTIFIC AND TECHNICAL INFORMATION
This market is very large with numerous competitors. While there is competition
for sales in a given area or niche, products are generally unique titles sold on
an individual basis. The Company also competes for the signing of significant
authors. Primary competitors in this area include John Wiley, McGraw-Hill and
Academic Press, a unit of Harcourt. These competitors are larger and have
greater resources than the Company.
IT LEARNING
Direct competitors in the IT certification test-preparation market include
Measure Up and Self Test Software, businesses smaller than Transcender that
provide Internet and CD-ROM certification training materials. Coriolis also
provides IT certification-training materials, primarily in print formats.
Indirect competitors include broad-based IT training businesses such as
SmartForce, NetG, DigitalThink and Element K. These businesses are larger than
Transcender, but are not primarily focused on certification test-preparation.
The industry overall is large and fragmented.
FOREIGN OPERATIONS AND EXPORT SALES
The Company maintains an office in London, England, which includes both sales
staff and certain editorial employees. Export sales, based on customer location,
represented approximately 19% of consolidated revenues for the year ended
December 31, 2000, which includes an estimate of IP and IT information delivered
over the Internet to recipients outside the United States.
INTELLECTUAL PROPERTY
The Company regards its trademarks, copyrights, domain names, trade secrets and
similar intellectual property as valuable assets and relies upon trademark and
copyright laws, as well as confidentiality agreements with employees and others,
to protect its rights. The Company pursues the registration of material
trademarks and copyrights in the United States and, depending upon use, in some
other countries. The Company believes it owns or licenses all intellectual
property rights necessary to conduct its business. To the best of the
management's knowledge, there are no threatened or pending legal proceedings or
claims related to intellectual property that are likely to have, individually or
in the aggregate, a material adverse effect on the Company's business, financial
condition or results of operations.
ENVIRONMENTAL MATTERS
The Company believes its operations are in compliance with all applicable
foreign, federal, state and local environmental laws, as well as all laws and
regulations relating to worker health and safety.
EMPLOYEES AND LABOR RELATIONS
As of December 31, 2000, the Company had approximately 468 employees, consisting
of 452 employees in the United States and 16 employees based in England. No
employees are covered by collective bargaining agreements with labor unions. The
Company believes that relations with its employees are good.
-8-
ITEM 2. PROPERTIES
The Company leases its corporate headquarters, which is located in Stamford,
Connecticut, and leases additional office space primarily in East Haven,
Connecticut; Boca Raton, Florida; New York, New York; Southfield, Michigan;
Nashville, Tennessee and London, England. The Company leases warehouse space in
Nashville, Tennessee for use by its Transcender unit and also contracts with
third parties for warehousing and distribution services in Linn, Missouri and
Letchworth, England for use by its CRC Press unit. The Company does not own any
real property. The Company believes that its properties, taken as a whole, are
in good operating condition and are suitable and adequate for current business
operations, and that suitable additional or alternative space will be available
at commercially reasonable terms for future expansion.
ITEM 3. LEGAL PROCEEDINGS
From time to time, the Company is a party to certain lawsuits and administrative
proceedings that arise in the conduct of its business. While the outcome of
these lawsuits and proceedings cannot be predicted with certainty, management
believes that, if adversely determined, the lawsuits and proceedings, either
singularly or in the aggregate, would not have a material adverse effect on the
financial condition, results of operations, or net cash flows of the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the fourth
quarter of 2000.
-9-
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
The Company's common stock is listed on the New York Stock Exchange (NYSE) under
the symbol "IHI." As of March 15, 2001, there were approximately 3,525 holders
of the Company's common stock comprised of 25 record holders and approximately
3,500 beneficial holders. The following table reflects the high and low closing
sales prices of the Company's common stock as reported by the NYSE, for the
periods indicated.
2000 1999
---------------- ----------------
COMMON STOCK HIGH LOW HIGH LOW
---- --- ---- ---
First Quarter $45.438 $23.750 $18.625 $13.125
Second Quarter 37.125 21.500 22.000 17.000
Third Quarter 37.000 30.250 19.938 17.375
Fourth Quarter 35.375 15.875 29.063 17.625
DIVIDEND POLICY
The Company has never paid a dividend on its common stock and does not
anticipate paying any dividends on its common stock in the foreseeable future.
The current policy of the Company's Board of Directors is to retain earnings to
finance the operations and expansion of the Company's business. In addition, the
Company's Credit Facility, as defined in Item 7 of this Annual Report
"Management's Discussion and Analysis of Financial Conditions and Results of
Operations", restricts the ability of the Company to pay dividends.
CHANGES IN SECURITIES AND USE OF PROCEEDS
The following report relates to the Company's secondary public stock offering:
Commission file number of registration statement: 333-30202
Effective Date: March 14, 2000
Expenses incurred through December 31, 2000:
Underwriting discounts $ 8,595,000
Other expenses $ 522,000
Total expenses $ 9,117,000
Application of proceeds through December 31, 2000:
Acquisitions of businesses and titles $ 64,862,250
Temporary investments $ 90,137,750
(Commercial paper and money market funds)
-10-
ITEM 6. SELECTED FINANCIAL DATA
The selected historical financial data of (i) CRC Press, Inc. (the Predecessor)
as of and for the year ended December 31, 1996 and (ii) the Company as of and
for each of the four years in the period ended December 31, 2000 have been
derived from their respective audited financial statements. The acquisition of
the Predecessor and all other acquisitions by the Company were accounted for
using the purchase method of accounting. The Company acquired St. Lucie Press on
January 14, 1997, Auerbach on June 5, 1997, MicroPatent on July 2, 1997, Chapman
& Hall on August 19, 1998, Optipat on January 7, 1999, Faxpat on July 19, 1999,
Master Data Center on August 12, 1999, Corporate Intelligence on September 1,
1999, and Transcender on November 6, 2000. The results of operations of these
businesses are included in the Company's results from their respective dates of
acquisition and are not included at all in the Predecessor's results.
Accordingly, certain of the historical financial data of the Predecessor are not
comparable to those of the Company. The selected historical financial data
should be read in conjunction with, and are qualified by reference to,
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the financial statements and notes thereto included elsewhere in
this Form 10-K.
THE PREDECESSOR
YEAR ENDED THE COMPANY
DECEMBER 31, YEAR ENDED DECEMBER 31,
(IN THOUSANDS, EXCEPT PER SHARE DATA) 1996 1997 1998 1999 2000
---- ---- ---- ---- ----
(1) (1)
OPERATING DATA:
Revenues (2) ................................. $ 28,852 $ 34,869 $ 46,651 $ 58,778 $ 73,289
Cost of sales ................................ 9,262 11,492 11,707 15,742 19,720
Operating expenses (3) ....................... 29,667 28,040 31,234 34,104 48,231
Operating income (loss) ...................... (10,077) (4,663) 3,710 8,932 5,338
Interest (expense) income .................... (1,036) (130) 1,117 1,330 7,005
Income (loss) before taxes ................... (11,066) (4,908) 4,827 10,244 12,345
Net income (loss) (4) ........................ (11,236) (4,911) 4,785 6,017 7,092
Net income per common share:
Basic earnings ............................. $ 0.36 $ 0.34
Diluted earnings ........................... $ 0.35 $ 0.34
Shares used in computing net income per share:
Basic ...................................... 16,945 20,583
Diluted .................................... 17,128 20,822
Pro forma basic and diluted
earnings (loss) per common share (5) ......... $ (0.29) $ 0.28 -- --
BALANCE SHEET DATA (AT PERIOD END):
Cash and cash equivalents .................... $ 1,025 $ 10,280 $ 57,270 $ 7,551 $ 96,375
Total assets ................................. 35,533 50,219 104,791 138,658 310,996
Total debt ................................... 15,705 5,188 2,955 2,694 2,415
Total equity ................................. 5,818 28,556 84,793 90,935 256,274
(FOOTNOTES ON FOLLOWING PAGE)
-11-
(FOOTNOTES FROM PRECEDING PAGE)
-----------
(1) In conjunction with the acquisition and reorganization of CRC Press and
other businesses and certain compensation issues, the Company recorded
significant adjustments in 1997 and 1998, which are not expected to
continue in the future. These adjustments (the Adjustments) reduced
revenues by $4,017 and increased expenses by $4,013, and therefore reduced
net income by $8,030, for the year ended December 31, 1997. The
Adjustments reduced revenue by $54 and increased pre-tax expenses by
$1,069, resulting in reduced net income of $674 for the year ended
December 31, 1998. The Adjustments affecting revenues were required by
purchase accounting in connection with the acquisitions of CRC Press and
MicroPatent and reflect the revaluation of acquired deferred subscription
revenues based on the cost to fulfill subscriptions. This revaluation is a
non-cash adjustment, which reduces revenues in the twelve months following
acquisition. The Adjustments affecting expenses relate to: severance and
reorganization costs from the consolidation of certain functions and
reductions in workforce; special bonuses granted to an officer; contingent
compensation paid to an officer of a subsidiary; and certain additional
purchase accounting-related adjustments.
(2) Revenues for the year ended December 31, 1997 include an initial stocking
order by an international distributor aggregating $3,307.
(3) Operating expenses for the year ended December 31, 1996 include an
impairment in the value of goodwill and other intangible assets of
$10,666. This charge represents the amount by which the recorded value
of the assets exceeded the proceeds from the sale of the business.
Operating expenses for the year ended December 31, 2000 include an
impairment in the value of the Company's investment in Techex of
$1,500,000.
(4) Prior to the Company's initial public offering, in August 1998, the
Company was a limited liability company and, accordingly, was not subject
to U.S. federal or certain state income taxes. Subsequent to the initial
public offering, the Company incurred a nominal income tax provision due
to the full reversal of deferred tax valuation allowances deemed as no
longer required. For the years ended December 31, 2000 and 1999, the
Company was fully taxable.
(5) No historical earnings per share or share data are presented for years
prior to fiscal 1999, as the Company does not consider such historical
data meaningful. The pro forma earnings (loss) per share for the years
ended December 31, 1997 and 1998 were computed using 16,943,189 shares
outstanding, which reflects all shares outstanding following the initial
public offering, as if such shares were outstanding since January 1, 1997.
- 12 -
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
THE FOLLOWING DISCUSSION AND ANALYSIS SHOULD BE READ IN CONJUNCTION WITH THE
FINANCIAL STATEMENTS AND NOTES THERETO AND THE OTHER FINANCIAL INFORMATION
APPEARING ELSEWHERE IN THIS FORM 10-K. UNLESS OTHERWISE STATED IN THIS FORM
10-K, REFERENCES TO THE FISCAL YEARS 2000, 1999, AND 1998 RELATE TO THE FISCAL
YEARS ENDED DECEMBER 31, 2000, 1999, AND 1998, RESPECTIVELY.
IMPACT OF ACQUISITIONS AND OUTLOOK
A key component of the Company's growth strategy is to pursue acquisitions
in attractive niche markets where opportunities exist to internally grow the
acquired companies' revenues and increase profitability through operating
efficiencies. Since beginning operations in January 1997, the Company has
completed ten acquisitions, including five in the intellectual property area,
four in scientific and technology information and one in the information
technology learning market. The Company continues to actively seek acquisitions
that will further the Company's growth and operating strategies. As the Company
acquires additional companies, its sales mix, market focus, cost structure and
operating leverage may change significantly. Consequently, the Company's
historical and future results of operations reflect and will reflect the impact
of acquisitions, and period-to-period comparisons may not be meaningful in some
respects. Historical information for companies subsequent to their acquisition
may include integration and other costs that are not expected to continue in the
future.
RESULTS OF OPERATIONS
FISCAL YEAR 2000 VS. 1999
REVENUES. Revenues increased $14.5 million, or 24.7%, to $73.3 million from
$58.8 million. The increase in revenues is primarily due to an increase in
Internet-based sales of patent information of approximately $3.4 million at
MicroPatent and an increase of $2.4 million in sales of patent file histories at
Optipat and Faxpat, businesses acquired in fiscal 1999. Revenues at Master Data
Center, which was acquired in August 1999, increased $6.6 million, reflective of
a full year's revenue for the period ended December 31, 2000. Revenues
associated with IT learning products increased $4.1 million as a result of the
acquisition of Transcender in November 2000. These increases were partially
offset by a decline of $2.0 million in international book sales at CRC Press.
The Company previously terminated an international distribution agreement in
January 2000, and was contractually restricted from selling many of its
scientific information products internationally for a 45-day period.
International book sales in each quarter of fiscal 2000 improved over the
previous quarter and are expected to show continued improvement into 2001.
COST OF SALES. Cost of sales increased $4.0 million or 25.3% to $19.7 million
from $15.7 million. As a percentage of revenues, cost of sales remained
relatively constant over prior year levels, primarily as a result of the
inclusion of MDC for a full year, which has lower gross margins than the
Company's other existing units offset by the inclusion of Transcender, which has
higher gross margins than the Company's other existing units, and improved gross
margins in the intellectual properties businesses as a result of the successful
integration of acquired businesses.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES (SG&A). SG&A expenses increased
$8.9 million or 31.4%, to $37.0 million from $28.1 million. Increased SG&A
expenses relate primarily to operating expenses of businesses acquired in 1999
and in 2000 and development expenses of CorporateIntelligence.com. SG&A expenses
as a percentage of revenues increased to 50.5% for fiscal 2000, compared with
47.9% for fiscal 1999.
- 13 -
DEPRECIATION AND AMORTIZATION. Depreciation and amortization increased $3.7
million, or 63.4%, to $9.7 million from $6.0 million, primarily as a result of
the amortization of intangible assets of businesses acquired in the last half of
fiscal 1999 and the acquisition of Transcender in November 2000 (See Note 3 of
the Notes to Consolidated Financial Statements).
IMPAIRMENT OF LONG-LIVED ASSETS In the fourth quarter of 2000, the Company
determined that the value of its investment in Techex was impaired due to the
inability of Techex to generate significant revenues. The evaluation of the
recoverability of long-lived assets to be held and used is based on comparing
the assets carrying amount with its fair value. Based on fair market value
estimates, the Company recorded a charge of $1,500,000 to the Company's
intellectual properties businesses to write down the carrying amount of the
investment to estimated fair value. Due to uncertainties inherent in the
estimation process, it is reasonably possible that the actual recovery of the
remaining investment of $500,000 may vary from the current estimate.
INTEREST INCOME (EXPENSE). Interest income (expense) increased to $7.0 million
from $1.3 million due primarily to interest earned on the proceeds from the
secondary public stock offering completed in March 2000.
INCOME TAXES. The provision for income taxes as a percentage of pre-tax income
for the year ended December 31, 2000 is 42.6%, which differs from the statutory
rate primarily as a result of state and local income taxes and non-deductible
amortization in excess of the purchase price over net assets acquired. This
compares with an effective tax rate of 41.3% in the prior year.
FISCAL YEAR 1999 VS. 1998
REVENUES. Revenues increased $12.1 million, or 26.0%, to $58.8 million from
$46.7 million. The increase in revenues is primarily due to an increase of $4.0
million in book sales at CRC Press; revenues of $3.8 million at Master Data
Center and $3.3 million in sales of patents and file histories at Optipat and
Faxpat, businesses acquired in fiscal 1999; and an increase of $3.2 million in
Internet sales at MicroPatent. These increases were partially offset by a
decline of $1.6 million at CRC's Auerbach unit and a decline of $0.9 million in
CD-ROM sales at MicroPatent.
COST OF SALES. Cost of sales increased $4.0 million, or 34.5%, to $15.7 million
from $11.7 million. As a percentage of revenues, cost of sales increased to
26.8% from 25.1% due primarily to the inclusion of recently acquired businesses,
which have lower gross margins than the existing businesses.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES (SG&A). SG&A expenses increased
$3.3 million or 13.2% to $28.2 million from $24.9 million, principally as a
result of operating expenses of businesses acquired in fiscal 1999 and normal
cost increases. SG&A expenses as a percentage of revenues decreased to 47.9% for
fiscal 1999, compared with 53.3% for fiscal 1998.
DEPRECIATION AND AMORTIZATION. Depreciation and amortization increased $0.7
million, or 12.2%, to $6.0 million from $5.3 million, primarily as a result of
the amortization of intangible assets of businesses acquired in fiscal 1999.
SEVERANCE AND SPECIAL BONUSES. Included in the fiscal 1998 results is a charge
of $1.1 million related to severance and special bonuses at a subsidiary.
INTEREST INCOME. Interest income increased $0.2 million, to $1.7 million from
$1.5 million, due primarily to interest earned on the proceeds from the initial
public offering.
- 14 -
INCOME TAXES. The provision for income taxes as a percentage of pre-tax income
for the year ended December 31, 1999 is 41.3%, which differs from the statutory
rate primarily as a result of state and local income taxes and non-deductible
amortization in excess of the purchase price over net assets acquired. This
compares with an effective tax rate of 0.9% in the prior year. The Company did
not record a provision for Federal income taxes in the prior year period due to
the reversal of deferred tax valuation allowances deemed as no longer required.
LIQUIDITY AND CAPITAL RESOURCES
In the first quarter of 2000, the Company sold 4,500,000 shares of its common
stock in a public offering and received approximately $155.0 million of net
proceeds. The proceeds from this offering will be used to finance future
acquisitions and for general corporate purposes. In November 2000, the Company
acquired all of the assets of Transcender Corporation for cash consideration of
approximately $60,000,000 (See Note 3 of the Notes to Consolidated Financial
Statements). The Company is currently evaluating various acquisition proposals,
some of which are significant in size. There is no assurance that any such
acquisitions will be consummated. Pending such uses, the proceeds will be
invested in short-term, investment grade securities.
On September 24, 1999, the Company entered into a seven-year revolving credit
facility in an amount not to exceed $50,000,000 initially, including a
$10,000,000 sublimit for the issuance of standby letters of credit (the Credit
Facility). Total commitments under the Credit Facility shall be permanently
reduced to $45,000,000 at the end of the third year, $37,500,000 at the end of
the fourth year, $25,000,000 at the end of the fifth year and $12,500,000 at the
end of the sixth year. The proceeds from the Credit Facility are intended to be
used to fund acquisitions, to meet short-term working capital needs and for
general corporate purposes.
Borrowings under the Credit Facility bear interest at either the higher of the
bank's prime rate and one-half of 1% in excess of the overnight federal funds
rate plus a margin of 0.50% to 1.25% or the Eurodollar Rate plus a margin of
1.5% to 2.25%, depending on the Company's ratio of indebtedness to earnings
before interest, taxes, depreciation and amortization. The Company also pays a
commitment fee of 0.375% on the unused portion of the Credit Facility. As of and
for the periods ended December 31, 2000 and 1999, the Company had no outstanding
borrowings under the Credit Facility.
Under the terms of the Credit Facility, the Company is required to maintain
certain financial ratios related to fixed charge coverage, leverage and interest
coverage, in addition to certain other covenants. As of December 31, 2000, the
Company was in compliance with all covenants. The Credit Facility is secured by
a first priority perfected pledge of all notes and capital stock owned by the
Company's subsidiaries and a first priority perfected security interest in all
other assets of the Company and its subsidiaries, subject to certain exceptions.
Obligations under the Credit Facility will be guaranteed by the Company and its
subsidiaries. The Credit Facility also prohibits the Company from incurring
certain additional indebtedness, limits certain investments, mergers or
consolidations and restricts substantial asset sales, and dividends.
Cash and cash equivalents, including short-term investments, totaled $108.1
million at December 31, 2000 compared to $7.6 million at December 31, 1999.
Excluding cash, cash equivalents and short-term investments, the Company had a
working capital deficit of $(0.7) million at December 31, 2000 compared to
working capital deficit of $(3.3) million at December 31, 1999. Since the
Company receives patent annuity payments and subscription payments in advance,
the Company's existing operations are expected to maintain very low or negative
working capital balances, excluding cash. Included in current liabilities at
December 31, 2000, are obligations related to patent annuity payments and
deferred subscription revenue of approximately $27.5 million.
- 15 -
Cash generated from operating activities was $14.4 million for the fiscal year
ended December 31, 2000, derived from net income of $7.1 million plus non-cash
charges of $11.8 million less an increase in operating assets, net of
liabilities of $4.5 million. The increase in net operating assets is primarily
the result of increased customer receivables as a result of the businesses
recently acquired, the payment of expenses related to book publishing
operations, and the payment of income tax liabilities offset by an increase in
patent annuity payments.
Cash used in investing activities was $82.4 million for the fiscal year ended
December 31, 2000, due to acquisition costs for businesses and titles of $64.9
million and capital expenditures, including pre-publication costs of $5.8
million. Excluding acquisitions of businesses and titles, the Company's existing
operations are not capital intensive. Capital expenditures for fiscal 2000
include approximately $1.1 million of purchases of new computer equipment
necessary to facilitate the Company's increased Internet capacity. Additionally,
the Company invested $11.7 million in short-term investments in commercial
paper, which are scheduled to mature in April 2001.
Cash generated from financing activities was $156.8 million for the fiscal year
ended December 31, 2000, primarily due to net cash proceeds received from the
issuance of common stock as a result of the Company's secondary common stock
offering of 4,500,000 shares at a price of $36.50 per share (See Note 1 of the
Notes to Consolidated Financial Statements). The Company has no outstanding debt
obligations as of December 31, 2000 related to the new Credit Facility.
The Company believes that funds generated from operations, together with cash on
hand and borrowings available under its Credit Facility will be sufficient to
fund the cash requirements of its existing operations for the foreseeable
future. The Company currently has no commitments for material capital
expenditures. During fiscal 2000 the Company incurred $6.5 million of costs
related to CorporateIntelligence.com. For 2001, it is anticipated that funding
requirements for CorporateIntelligence.com will decrease and subsequent to
fiscal 2001, they will not be significant. Future operating requirements and
capital needs may be subject to economic conditions and other factors, many of
which are beyond the Company's control.
SEASONALITY
The Company's business is somewhat seasonal, with revenues typically reaching
slightly higher levels during the third and fourth quarters of each calendar
year, based on publication schedules and other factors. In 2000, 31% of the
Company's revenues were generated during the fourth quarter with the first,
second, and third quarters accounting for 22%, 22% and 25% of revenues,
respectively. In 1999, revenues for the first through fourth quarters were 21%,
22%, 25% and 32%, respectively. In addition, the Company may experience
fluctuations in revenues from period to period based on the timing of
acquisitions and new product launches.
IMPACT OF NEW ACCOUNTING PRONOUNCEMENTS
Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for
Derivative Instruments and Hedging Activities," is effective for all fiscal
years beginning after June 15, 2000. SFAS 133, as amended, establishes
accounting and reporting standards for derivative instruments, including certain
derivative instruments embedded in other contracts and for hedging activities.
Under SFAS 133, certain contracts that were not formerly considered derivatives
may now meet the definition of a derivative. The Company adopted SFAS 133
effective January 1, 2001. The adoption of SFAS 133 did not have a significant
impact on the consolidated financial position, results of operations, or cash
flows of the Company.
- 16 -
EFFECTS OF INFLATION
The Company believes that inflation has not had a material impact on the results
of operations presented herein.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
The Company has only limited involvement with derivative financial instruments
and does not use them for trading purposes.
The Company may be subject to market risks arising from changes in interest
rates. Interest rate exposure results from changes in the Eurodollar or the
prime rate, which are used to determine the interest rate applicable to
borrowings under the Credit Facility. As of December 31, 2000, the Company had
no outstanding borrowings under the Credit Facility.
The Company routinely enters into forward contracts to acquire various
international currencies in an effort to hedge foreign currency transaction
exposures of its operations. Such forward contracts have been designated as
hedges for future annual patent payments to related international regulatory
agencies. At December 31, 2000, the Company had entered into forward contracts
to acquire various international currencies, all having maturities of less than
three months, aggregating approximately $8,809,000. Realized gains and losses
relating to the forward contracts were immaterial for the year ended December
31, 2000.
IMPORTANT FACTORS RELATING TO FORWARD-LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995 provides a "safe harbor"
for forward-looking statements so long as those statements are identified as
forward-looking and are accompanied by meaningful cautionary statements
identifying important factors that could cause actual results to differ
materially from those projected in such statements. In connection with certain
forward-looking statements contained in this Form 10-K and those that may be
made in the future by or on behalf of the Company, the Company notes that there
are various factors that could cause actual results to differ materially from
those set forth in any such forward-looking statements. The forward-looking
statements contained in this Form 10-K were prepared by management and are
qualified by, and subject to, significant business, economic, competitive,
regulatory and other uncertainties and contingencies, all of which are difficult
or impossible to predict and many of which are beyond the control of the
Company. Factors which could cause or contribute to such differences include,
but are not limited to: (1) the ability of the Company to consummate
acquisitions, integrate such acquisitions into existing operations, manage
expansion, achieve operating efficiencies and control costs in its operations;
(2) the Company's success in retaining key employees, including its CEO and CFO
and the senior management teams of its primary operating units; (3)
uncertainties and expenses resulting from the development of new business and
websites; (4) pressures from competitors with greater resources than those of
the Company, as well as competitive pressures arising from changes in technology
and customer requirements; (5) the availability of raw intellectual property
information from alternative sources for little or no cost; (6) the
concentration of ownership among the Initial Stockholders, who have the ability
to control the Company, including the election of directors and the direction of
the affairs and operations of the business; (7) changes in Internet usage; (8)
changes in customer and distributor relationships; (9) changes in U.S. or
foreign government regulations; and (10) general economic conditions which may
impact expenditures on the Company's products and services.
- 17 -
Accordingly, there can be no assurance that the forward-looking statements
contained in this Form 10-K will be realized or that actual results will not be
significantly higher or lower. The statements have not been audited by, examined
by, compiled by or subjected to agreed-upon procedures by independent
accountants, and no third-party has independently verified or reviewed such
statements. Readers of this Form 10-K should consider these facts in evaluating
the information contained herein. In addition, the business and operations of
the Company are subject to substantial risks, which increase the uncertainty
inherent in the forward-looking statements contained in this Form 10-K. The
inclusion of the forward-looking statements contained in this Form 10-K should
not be regarded as a representation by the Company or any other person that the
forward-looking statements contained in this Form 10-K will be achieved. In
light of the foregoing, readers of this Form 10-K are cautioned not to place
undue reliance on the forward-looking statements contained herein. These risks
and others that are detailed in this Form 10-K and other documents that the
Company files from time to time with the Securities and Exchange Commission,
including quarterly reports on Form 10-Q and any current reports on Form 8-K
must be considered by any investor or potential investor of the Company.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Reference is made to the financial statements, the report thereon, the notes
thereto, and supplementary data commencing at page F-1 of this Annual Report on
Form 10-K which financial statements, report, notes, and data are incorporated
herein by reference.
QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
The following is a summary of the quarterly results of operations for the years
ended December 31, 2000 and 1999, respectively (in thousands, except per share
data):
QUARTER ENDED
--------------------------------------------
2000 MARCH 31 JUNE 30 SEPTEMBER 30 DECEMBER 31 YEAR
Revenues $16,090 $16,180 $18,151 $22,868 $73,289
Gross profit 11,520 11,599 13,078 17,372 53,569
Net income 1,555 2,171 1,966 1,400 7,092
Net income per common share:
Basic earnings $ 0.09 $ 0.10 $ 0.09 $ 0.06 $ 0.34
Diluted earnings $ 0.09 $ 0.10 $ 0.09 $ 0.06 $ 0.34
QUARTER ENDED
--------------------------------------------
1999 MARCH 31 JUNE 30 SEPTEMBER 30 DECEMBER 31 YEAR
Revenues $12,055 $12,977 $14,833 $18,913 $58,778
Gross profit 8,854 9,435 10,986 13,761 43,036
Net income 1,112 1,107 1,287 2,511 6,017
Net income per common share:
Basic earnings $ 0.07 $ 0.07 $ 0.08 $ 0.15 $ 0.36
Diluted earnings $ 0.07 $ 0.06 $ 0.08 $ 0.15 $ 0.35
ITEM 9. CHANGE IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
- 18 -
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information relating to the identification, business experience and
directorships of each director and nominee for director of IHI and the
information relating to the identification and business experience of IHI's
executive officers, required by Item 401 and 405 of Regulation S-K, will be
presented in the sections entitled "Election of Directors" and "Executive
Officers" of IHI's definitive proxy statement for the Annual Meeting of
Stockholders for fiscal 2000, and is hereby incorporated by reference. If the
definitive proxy statement for the 2000 annual meeting is not filed with the
Securities and Exchange Commission within 120 days of the end of IHI's 2000
fiscal year, IHI will amend this Annual Report and include such information in
the amendment.
ITEM 11. EXECUTIVE COMPENSATION
The information relating to the cash compensation of directors and officers
required by Item 402 of Regulation S-K will be presented in the sections
entitled "The Board and Its Committees - Compensation of Directors", "Executive
Officers - Employment Agreements" and "Summary of Compensation Table" of IHI's
definitive proxy statement for the Annual Meeting of Stockholders for fiscal
2000 and is hereby incorporated by reference. If the definitive proxy statement
for the 2000 annual meeting is not filed with the Securities and Exchange
Commission within 120 days of the end of IHI's 2000 fiscal year, IHI will amend
this Annual Report and include such information in the amendment.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information relating to security ownership required by Item 403 of
Regulation S-K will be presented in the section entitled "Security Ownership of
Certain Beneficial Owners and Management" of IHI's definitive proxy statement
for the Annual Meeting of Stockholders for fiscal 2000 and is hereby
incorporated by reference. If the definitive proxy statement for the 2000 annual
meeting is not filed with the Securities and Exchange Commission within 120 days
of the end of IHI's 2000 fiscal year, IHI will amend this Annual Report and
include such information in the amendment.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information relating to certain relationships and transactions required by
Item 404 of Regulation S-K will be presented in the section "Certain
Relationships and Related Transactions" of IHI's definitive proxy statement for
the Annual Meeting of Stockholders for fiscal 2000 and is hereby incorporated by
reference. If the definitive proxy statement for the 2000 annual meeting is not
filed with the Securities and Exchange Commission within 120 days of the end of
IHI's 2000 fiscal year, IHI will amend this Annual Report and include such
information in the amendment.
- 19 -
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Financial Statements
Page
Independent Auditors' Reports F-1
Consolidated Balance Sheets,
December 31, 2000 and 1999 F-2
Consolidated Statements of Operations,
Years Ended December 31, 2000, 1999 and 1998 F-3
Consolidated Statements of Stockholders'/Member' Equity,
Years Ended December 31, 2000, 1999 and 1998 F-4
Consolidated Statements of Cash Flows,
Years Ended December 31, 2000, 1999 and 1998 F-5
Notes to Consolidated Financial Statements F-6 to F-21
All schedules of the Registrant for which provision is made in the applicable
accounting regulations of the Securities and Exchange Commission are not
required under the related instructions, are inapplicable, or have been
disclosed in the Notes to Consolidated Financial Statements and, therefore, have
been omitted.
(b) Reports on Form 8-K.
On November 21, 2000, the Company filed a Current Report on Form 8-K
(the Form 8-K) reporting that the Company had completed an
acquisition of substantially all of the assets and certain
liabilities of Transcender Corporation on November 6, 2000. On
January 22, 2001, the Company filed an amendment to the Form 8-K
containing the required financial statements of Transcender
Corporation and pro forma condensed consolidated financial
statements of the Company.
(c) Exhibits
EXHIBITS
NO. DESCRIPTION
2.1 Stock Purchase Agreement, dated as of May 14, 1999, between Pearson
Services Limited and Information Holdings Inc.**
3.1 Certificate of Incorporation*
3.2 Amended and Restated Bylaws
4.1 Specimen Common Stock Certificate*
4.2 Registration Rights Agreement among the Company, Warburg, Pincus Ventures,
L.P., and Mason P. Slaine***
10.1 Employment Agreement, dated as of March 15, 2000, between Information
Holdings Inc. and Mason P. Slaine+++
- 20 -
10.2 Employment Agreement, dated as of January 19, 1998, between
Information Ventures LLC and Vincent A. Chippari*
10.3 Employment Agreement, dated as of May 17, 1999, between
CRC Press LLC and Norman R. Snesil++
10.4 Employment Agreement, dated as of April 10, 2000, between
Information Ventures LLC and Jay Nadler
10.5 Employment Agreement, dated as of November 6, 2000, between
Transcender LLC and Aneel M. Pandey
10.6 Noncompetition Agreement, dated November 6, 2000, between
Transcender LLC and Aneel M. Pandey
10.7 1998 Stock Option Plan of the Company (Amended and Restated as
of March 26, 2001)
10.8 Asset Purchase Agreement, dated as of November 6, 2000, among
Information Ventures LLC, Transcender LLC and Transcender
Corporation****
10.9 Lease Agreement, dated December 1, 1980, between CRC Press, Inc.
and Starkoff Associates*
10.10 Modification and Extension of Leases, dated January 1, 1994,
between CRC Press, Inc. and Starkoff Associates*
10.11 Lease Agreement, dated March 1, 1998, between R.P. Realty
Company and MicroPatent LLC*
10.12 Credit Agreement, dated as of September 24, 1999, among the
Company, Warburg, Pincus Information Ventures, Inc., Information
Ventures LLC, and the lenders named herein, Bank of America, N.A.,
as Documentation Agent, Bankers Trust Company, as Administrative
Agent+
10.13 Form of Pledge Agreement, dated as of September 24, 1999, entered
into by the Company and its subsidiaries and Bankers Trust Company,
as Collateral Agent+
10.14 Form of Security Agreement dated as of September 24, 1999, among
the Company, Warburg, Pincus Information Ventures, Inc.,
Information Ventures LLC, certain of its subsidiaries and Bankers
Trust Company, as Collateral Agent+
10.15 Form of Subsidiaries Guaranty, dated as of September 24, 1999+
21.1 List of subsidiaries of the Company
23.1 Consent of Ernst & Young LLP
- -------------------
* Incorporated herein by reference to the Company's Registration Statement
on Form S-1, Registration No. 333-56665.
** Incorporated herein by reference to the Current Report on Form 8-K, filed
on August 20, 1999.
*** Incorporated herein by reference to the Annual Report on Form 10-K for the
fiscal year ended December 31, 1998.
- 21 -
**** Incorporated herein by reference to the Current Report on Form 8-K, filed
on November 21, 2000.
+ Incorporated herein by reference to the Quarterly Report on Form 10-Q,
filed on November 12, 1999.
++ Incorporated herein by reference to the Quarterly Report on Form 10-Q,
filed on August 2, 1999.
+++ Incorporated herein by reference to the Quarterly Report on Form 10-Q,
filed on August 11, 2000.
- 22 -
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
INFORMATION HOLDINGS INC.
By: /s/ Vincent A. Chippari
----------------------------
Vincent A. Chippari, Executive Vice President
and Chief Financial Officer
Date: March 27, 2001
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:
/s/ Mason P. Slaine /s/ Vincent A. Chippari
----------------------- -----------------------------
Mason P. Slaine Vincent A. Chippari
President, Chief Executive Officer and Executive Vice President and
Director Chief Financial Officer
(Principal Executive Officer) (Principal Financial and
March 27, 2001 Accounting Officer)
March 27, 2001
/s/ Michael E. Danziger /s/ David R. Haas
----------------------- -----------------------------
Michael E. Danziger David R. Haas
Director Director
March 27, 2001 March 27, 2001
/s/ Sidney Lapidus /s/ David E. Libowitz
----------------------- -----------------------------
Sidney Lapidus David E. Libowitz
Director Director
March 27, 2001 March 27, 2001
- 23 -
REPORT OF INDEPENDENT AUDITORS
Stockholders and Board of Directors
Information Holdings Inc.
We have audited the accompanying consolidated balance sheets of Information
Holdings Inc. and subsidiaries as of December 31, 2000 and 1999 and the related
consolidated statements of operations, stockholders'/members' equity, and cash
flows for each of the three years in the period ended December 31, 2000. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards 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. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Information Holdings Inc. and subsidiaries at December 31, 2000 and 1999, and
the consolidated results of their operations and their cash flows for each of
the three years in the period ended December 31, 2000, in conformity with
accounting principles generally accepted in the United States.
/s/ ERNST & YOUNG LLP
New York, New York
February 22, 2001
F-1
INFORMATION HOLDINGS INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
DECEMBER 31, DECEMBER 31,
2000 1999
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 96,375 $ 7,551
Short-term investments 11,731 --
Accounts receivable (NET OF ALLOWANCE FOR DOUBTFUL ACCOUNTS AND
SALES RETURNS OF $3,575 AND $2,621, RESPECTIVELY) 23,378 16,997
Inventories 6,472 5,078
Prepaid expenses and other current assets 4,141 2,173
Deferred income taxes 2,489 2,137
-------- --------
Total current assets 144,586 33,936
Property and equipment, net 5,802 4,377
Pre-publication costs (NET OF ACCUMULATED AMORTIZATION OF $5,234 AND
$3,249, RESPECTIVELY) 4,188 3,478
Publishing rights and other identified intangible assets, net 91,342 78,260
Goodwill (NET OF ACCUMULATED AMORTIZATION OF $1,622 AND $320, RESPECTIVELY) 61,272 15,629
Other assets 3,806 2,978
-------- --------
TOTAL $310,996 $138,658
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of capitalized lease obligations $ 308 $ 279
Accounts payable 20,156 13,339
Accrued expenses 5,089 3,360
Accrued income taxes -- 2,119
Royalties payable 1,204 1,304
Deferred subscription revenue 10,429 9,280
-------- --------
Total current liabilities 37,186 29,681
Capital leases 2,107 2,415
Deferred income taxes 14,057 14,976
Other long-term liabilities 1,372 651
-------- --------
Total liabilities 54,722 47,723
-------- --------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Preferred stock, $.01 par value; 1,000,000 shares
authorized; none issued $ -- $ --
Common stock, $.01 par value; 50,000,000 shares
authorized; issued and outstanding 21,611,970 shares at
December 31, 2000 and 16,953,550 at December 31, 1999 216 170
Additional paid-in capital 243,075 84,874
Retained earnings 12,983 5,891
-------- --------
Total stockholders' equity 256,274 90,935
-------- --------
TOTAL $310,996 $138,658
======== ========
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
F-2
INFORMATION HOLDINGS INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31
(IN THOUSANDS, EXCEPT SHARE DATA)
2000 1999 1998
Revenues $ 73,289 $ 58,778 $ 46,651
Cost of sales 19,720 15,742 11,707
------------ ------------ ------------
Gross profit 53,569 43,036 34,944
------------ ------------ ------------
Operating expenses:
Selling, general and administrative 36,987 28,142 24,871
Depreciation and amortization 9,744 5,962 5,313
Impairment of long-lived assets 1,500 -- --
Special bonuses -- -- 1,050
------------ ------------ ------------
Total operating expenses 48,231 34,104 31,234
------------ ------------ ------------
Income from operations 5,338 8,932 3,710
------------ ------------ ------------
Other income (expense):
Interest income 7,575 1,687 1,444
Interest expense (570) (357) (327)
Other income (expense) 2 (18) --
------------ ------------ ------------
Income before income taxes 12,345 10,244 4,827
Provision for income taxes 5,253 4,227 42
------------ ------------ ------------
Net income $ 7,092 $ 6,017 $ 4,785
============ ============ ============
Basic earnings per common share $ 0.34 $ 0.36
============ ============
Average number of basic
common shares outstanding 20,583,190 16,945,210
============ ============
Diluted earnings per common share $ 0.34 $ 0.35
============ ============
Average number of diluted common
shares outstanding 20,821,921 17,128,277
============ ============
Pro forma income data (Unaudited):
Income before income taxes, as reported $ 4,827
Pro forma income taxes 42
------------
Pro forma net income $ 4,785
============
Pro forma basic and diluted earnings per
common share earnings per common share $ 0.28
============
Pro forma average number of common shares
outstanding 16,943,189
============
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
F-3
INFORMATION HOLDINGS INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS'/MEMBERS' EQUITY
YEARS ENDED DECEMBER 31
(IN THOUSANDS, EXCEPT SHARE DATA)
COMMON STOCK
------------------------- ADDITIONAL RETAINED
NUMBER OF PAID-IN EARNINGS MEMBERS'
SHARES AMOUNT CAPITAL (DEFICIT) EQUITY TOTAL
Balance at January 1, 1998 -- $ -- $ -- $ (4,911) $ 33,467 $ 28,556
Exchange 12,200,000 122 33,356 -- (33,478) --
Initial public offering, net 4,722,356 47 51,144 -- -- 51,191
Issuance of common stock
to an employee 20,833 -- 250 -- -- 250
Capital contribution -- -- -- -- 11 11
Net income -- -- -- 4,785 -- 4,785
---------- ---------- ---------- ---------- ---------- ----------
Balance at December 31, 1998 16,943,189 169 84,750 (126) -- 84,793
Common stock issued to employees
from stock option exercises 10,361 1 124 -- -- 125
Net income -- -- -- 6,017 -- 6,017
---------- ---------- ---------- ---------- ---------- ----------
Balance at December 31, 1999 16,953,550 170 84,874 5,891 -- 90,935
Issuance of common stock, net 4,500,000 45 155,088 -- -- 155,133
Common stock issued to employees
from stock option exercises 158,420 1 1,918 -- -- 1,919
Income tax benefit from
stock option exercises -- -- 1,195 -- -- 1,195
Net income -- -- -- 7,092 -- 7,092
---------- ---------- ---------- ---------- ---------- ----------
Balance at December 31, 2000 21,611,970 $ 216 $ 243,075 $ 12,983 -- $ 256,274
========== ========== ========== ========== ========== ==========
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
F-4
INFORMATION HOLDINGS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31
(IN THOUSANDS)
2000 1999 1998
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 7,092 $ 6,017 $ 4,785
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation 2,210 1,592 1,192
Amortization of goodwill and other intangibles 7,534 4,370 4,121
Amortization of pre-publication costs 2,297 2,469 2,413
Deferred income taxes (1,862) (1,988) (814)
Impairment of long-lived assets 1,500 -- --
(Gain) loss on disposal of property and equipment (3) 18 --
Other 142 36 250
Changes in operating assets and liabilities:
Accounts receivable, net (5,112) (3,598) (4,318)
Inventories (1,166) (299) (1,237)
Prepaid expenses and other current assets (1,371) (116) (479)
Accounts payable and accrued expenses 2,508 1,617 (566)
Income tax benefit from stock options exercised 1,195 -- --
Royalties payable (100) (631) 186
Deferred subscription revenue 585 (325) 948
Other, net (999) (662) (543)
--------- --------- ---------
Net Cash Provided by Operating Activities 14,450 8,500 5,938
--------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from disposal of property and equipment 14 11 2
Purchases of property and equipment (2,800) (1,397) (1,327)
Pre-publication costs (3,020) (2,267) (2,390)
Acquisitions of businesses and titles (64,862) (53,430) (4,202)
Purchases of short-term investments (11,731) -- --
--------- --------- ---------
Net Cash Used in Investing Activities (82,399) (57,083) (7,917)
--------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on capital leases (279) (261) (233)
Issuance of common stock in public offering, net 155,133 -- 51,191
Common stock issued from stock options exercised 1,919 125 --
Financing costs for new credit facility -- (1,000) --
Net repayments under revolving credit facility -- -- (2,000)
Capital contributions -- -- 11
--------- --------- ---------
Net Cash Provided by (Used in) Financing Activities 156,773 (1,136) 48,969
--------- --------- ---------
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS 88,824 (49,719) 46,990
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 7,551 57,270 10,280
--------- --------- ---------
CASH AND CASH EQUIVALENTS, END OF YEAR $ 96,375 $ 7,551 $ 57,270
========= ========= =========
SUPPLEMENTAL DISCLOSURE:
Income taxes paid $ 8,531 $ 4,824 $ 187
========= ========= =========
Interest paid $ 571 $ 372 $ 340
========= ========= =========
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
F-5
INFORMATION HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
Information Ventures LLC (IV), a wholly owned subsidiary of Information Holdings
Inc. (IHI), was formed on December 2, 1996 to create and build an information
and publishing business. IV functions as a holding company and, through its
wholly owned subsidiaries - CRC Press LLC (CRC Press), MicroPatent LLC
(MicroPatent), Master Data Center, Inc. (MDC), and Transcender LLC
(Transcender), provides information products and services to professional
end-users in intellectual property, scientific and technical information and
information technology (IT) learning markets. The Company's intellectual
property businesses, which include MicroPatent and MDC, provide a broad array of
databases, information products and complementary services for intellectual
property professionals. The scientific and technology information business is
CRC Press, which publishes professional and academic books, journals,
newsletters and electronic databases covering areas such as life sciences,
environmental sciences, engineering, mathematics, physical sciences and
business. Transcender is a leading online provider of IT certification
test-preparation products. Its products include exam simulations for
certifications from major hardware and software providers. IHI, together with IV
and its subsidiaries are referred to as (the Company). Products are distributed
on a worldwide basis, and IV has operating offices in the United States and in
Europe.
On August 12, 1998, the members of IV contributed all of their direct and
indirect equity interests to IHI, then a newly formed Delaware corporation, in
exchange for 12,200,000 shares of common stock of IHI, representing 100% of the
initial outstanding equity interests (the Exchange).
Effective August 12, 1998, IHI sold 4,250,000 additional shares of common stock
in an initial public offering at $12.00 per share. Subsequently, the
underwriters exercised an option and purchased an additional 472,356 shares at
$12.00 per share. Net proceeds, after deducting underwriting discounts and
expenses, of approximately $51,200,000 were used primarily during fiscal 1999 to
fund four strategic acquisitions in the intellectual property market (See Note
3).
On March 14, 2000, the Securities and Exchange Commission declared effective the
Company's registration statement on Form S-3, pursuant to which the Company
completed a public offering on March 20, 2000 of 4,500,000 shares of its common
stock at a price of $36.50 per share. The net proceeds to the Company, after
deducting underwriting discounts, commissions and offering expenses was
approximately $155,000,000. The net proceeds from this offering will be used to
finance future acquisitions and for general corporate purposes (See Note 3).
The consolidated financial statements presented as of and for the three years
ended December 31, 2000 include the accounts of IHI and subsidiaries, all of
which are wholly owned. Because IHI had no business operations prior to the
Exchange, the statement of operations for IHI for periods prior to August 12,
1998 are not included herein. The consolidated financial statements for the
period January 1, 1998 to August 12, 1998 include the accounts of IV and its
subsidiaries. All significant intercompany accounts and transactions have been
eliminated in consolidation. All acquisitions have been accounted for using the
purchase method of accounting, and operating results have been included from the
respective dates of acquisition.
F-6
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
CASH EQUIVALENTS - The Company considers all highly liquid investments with
maturities of three months or less to be cash equivalents. The cost of these
investments is equal to fair market value.
SHORT-TERM INVESTMENTS - At December 31, 2000, the Company held short-term
investments in commercial paper, which was classified as held-to-maturity. The
investments have a maturity date within one year and are stated at their
amortized cost.
ACCOUNTS RECEIVABLE - The changes in the allowance for doubtful accounts
receivable and sales returns consist of the following (in thousands):
YEARS ENDED DECEMBER 31,
2000 1999 1998
Allowance, beginning of year $ 2,621 $ 3,406 $ 803
Provision for uncollectible accounts
and returns 1,116 332 2,133
(Write-off) recoveries of uncollectible
accounts and deductions from reserves (162) (1,117) 470
------- ------- -------
Allowance, end of year $ 3,575 $ 2,621 $ 3,406
======= ======= =======
INVENTORIES - Inventories, consisting primarily of finished goods, are stated at
the lower of cost (first-in, first-out method) or market. The vast majority of
inventories are books, which are reviewed periodically on a title-by-title basis
for salability. The cost of inventory determined to be impaired is charged to
income in the period of determination.
ADVERTISING COSTS - The cost of advertising is expensed as incurred. The
majority of these costs relate to direct response marketing and is expensed upon
mailing. The Company incurred approximately $6,565,000, $6,446,000, and
$6,460,000 in advertising costs during fiscal 2000, 1999 and 1998, respectively.
Direct mail related costs of approximately $1,147,000 and $245,000 was included
in prepaid expenses and other current assets at December 31, 2000 and 1999,
respectively.
PROPERTY AND EQUIPMENT - Depreciation is provided using the straight-line method
over the following estimated useful lives:
Furniture and equipment 3 - 7 years
Computer equipment 3 - 5 years
Leasehold improvements Shorter of useful life or lease term
Property under capital leases Life of lease
Gains or losses arising from dispositions are reported as income or expense.
Maintenance and repair costs are charged to expense as incurred, and renewals
and improvements that extend the useful lives of assets are capitalized.
PRE-PUBLICATION COSTS - Certain expenses related to books, primarily comprised
of design and other pre-production costs, are deferred and charged to expense
over the estimated product life. These costs are primarily amortized over a
four-year period following release of the applicable book, using an accelerated
amortization method. During 2000 and 1999, the Company removed from its Balance
Sheets fully amortized Pre-publication costs with a cost of approximately
$3,554,000 and $1,645,000, respectively.
F-7
PUBLISHING RIGHTS AND OTHER IDENTIFIED INTANGIBLE ASSETS - Publishing rights and
other identified intangible assets consist primarily of publication agreements,
subscriber lists, databases, trademarks and related assets and are amortized
using the straight-line method over their estimated useful lives ranging from
3-20 years. Non-compete agreements arising from acquisitions are amortized using
the straight-line basis over the contractual term, currently 2-5 years.
GOODWILL - Goodwill consists of the excess of cost over the value of
identifiable net assets of businesses acquired and is being amortized on a
straight-line basis over their estimated useful lives of 15-20 years.
IMPAIRMENT OF LONG-LIVED ASSETS - The Company periodically evaluates the
recoverability of long-lived assets not held for sale by measuring the carrying
amount of the assets against the estimated undiscounted future cash flows
associated with them. If the Company determines, based on such measures, that
the carrying amount is impaired, the assets will be written down to its
recoverable value with a corresponding charge to earnings. Based on these
evaluations, there were no adjustments to the carrying value on long-lived
assets in fiscal 1999 and 1998. During 2000 the Company formed an alliance with
Intellectual Property Technology Exchange, Inc. (Techex) to jointly develop and
market products to address the online needs of the technology licensing
industry. In the fourth quarter of 2000, the Company determined that the value
of its investment in Techex was impaired due to the inability of Techex to
generate significant revenues. The evaluation of the recoverability of
long-lived assets to be held and used is based on comparing the assets carrying
amount with its fair value. Based on fair market value estimates, the Company
recorded a charge of $1,500,000 to the Company's intellectual properties
businesses to write down the carrying amount of the investment to estimated fair
value. Due to uncertainties inherent in the estimation process, it is reasonably
possible that the actual recovery of the remaining investment of $500,000 may
vary from the current estimate. At December 31, 2000, the investment in Techex
of $500,000 was included in the Consolidated Balance Sheet caption Other assets.
REVENUE RECOGNITION - The Company recognizes revenues principally upon shipment
of products to the customer. For products sold with the right of return, revenue
is recognized net of a provision for estimated future returns. Subscription
revenues are generally collected in advance and are deferred and recognized as
revenue in the period in which the product is shipped. Revenue from annuity tax
payment services is recognized in the period when the related annuity tax
payments are made to various regulatory agencies.
In December 1999, the Securities and Exchange Commission (SEC) issued Staff
Accounting Bulletin No. 101 (SAB 101), "Revenue Recognition in Financial
Statements." SAB 101 summarizes certain of the SEC's views in applying generally
accepted accounting principles to revenue recognition in financial statements.
The Company adopted SAB 101 as required during 2000. The adoption of SAB 101 did
not have a material effect on the Company's consolidated financial statements.
DEFERRED REVENUE - In connection with the acquisition of companies, it is the
Company's policy to record deferred revenue at the cost to fulfill plus an
applicable gross profit margin, rather than based on the subscription payments
received.
F-8
INCOME TAXES - As a result of the Exchange discussed in Note 1, the Company
became subject to Federal and state income taxes. Prior to that time, the
Company was a limited liability company (LLC) and was treated as a partnership
for Federal and most state income taxes. However, in those periods the Company
was still liable for income taxes in certain states and thus a provision for
those state income taxes was reflected on the statement of operations.
Income taxes are calculated in accordance with Statement of Financial Accounting
Standards (SFAS) No. 109, "Accounting for Income Taxes." SFAS 109 requires the
asset and liability method of accounting for income taxes. Deferred tax assets
and liabilities are determined based upon differences between financial
reporting and tax bases of assets and liabilities and are measured using the
enacted tax rates and laws that are expected to be in effect when the
differences are expected to reverse. Recognition of deferred tax assets is
limited to amounts considered by management to be more likely than not of
realization in future periods.
STOCK-BASED COMPENSATION - The Company grants stock options for a fixed number
of shares to employees with an exercise price equal to the fair value of the
shares at the date of grant. The Company accounts for its stock option grants
under the provisions of Accounting Principles Board (APB) Opinion No. 25,
"Accounting for Stock Issued to Employees" and the disclosure-only provisions of
SFAS No. 123, "Accounting for Stock-Based Compensations." Since stock options
will be granted by the Company with exercise prices equal to the market price of
the underlying stock at the date of grant, no compensation expense is
recognized.
FORWARD CONTRACTS - A subsidiary of the Company uses forward exchange contracts
to hedge foreign currency transaction exposures of its operations. Deferred
gains and losses are recognized in earnings when the underlying transactions are
settled.
COMPUTATION OF EARNINGS PER COMMON SHARE - Basic earnings per common share is
computed based on the weighted average outstanding common shares during the
respective period. Diluted earnings per common share is computed based on the
weighted average outstanding common shares and the effect of all dilutive
potential common shares, such as stock options. For fiscal 1998 diluted shares
had no impact on the computation of earnings per common share. No historical
earnings per share or share data are presented for years prior to fiscal 1999,
as the Company does not consider such historical data meaningful. The pro forma
earnings per share presented were computed using 16,943,189 shares outstanding,
which reflects all shares outstanding following the initial public offering, as
if such shares were outstanding since January 1, 1998.
IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS - SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities," is effective for all fiscal
years beginning after June 15, 2000. SFAS 133, as amended, establishes
accounting and reporting standards for derivative instruments, including certain
derivative instruments embedded in other contracts and for hedging activities.
Under SFAS 133, certain contracts that were not formerly considered derivatives
may now meet the definition of a derivative. The Company adopted SFAS 133
effective January 1, 2001. The adoption of SFAS 133 did not have a significant
impact on the consolidated financial position, results of operations, or cash
flows of the Company.
USE OF ESTIMATES - The preparation of the consolidated financial statements in
conformity with generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Management bases its estimates on historical
experience and on various assumptions, which are believed to be reasonable under
the circumstances. Actual results could differ from those estimates.
F-9
3. ACQUISITIONS
On November 6, 2000, the Company acquired all of the assets of Transcender
Corporation for cash consideration of approximately $60,000,000. Transcender is
a leading provider of on-line IT certification products. Transcender develops
content and related software distributed over the Internet and in other
electronic media to information technology professionals seeking certification
in numerous product areas and programming languages. The purchase price was
allocated to net liabilities assumed of $1,654,000, publishing rights and other
intangible assets of $14,900,000, goodwill of $46,354,000 and non-compete
agreements of $400,000. Assets acquired and liabilities assumed have been
recorded at their estimated fair values and useful lives. The Company has
obtained an independent appraisal of the fair values of the identified
intangible assets and their remaining useful lives. Goodwill is being amortized
using the straight-line method over 15 years.
On January 7, 1999, effective as of January 1, 1999, the Company acquired the
stock of Optipat, Inc. (Optipat), for cash consideration of approximately
$3,200,000. Optipat provides patent information in printed format and over the
Internet to the corporate and legal markets. The purchase price was allocated to
publishing rights and other intangible assets of $2,900,000 and net tangible
assets of $300,000.
On July 19, 1999, the Company acquired all of the assets of Faxpat, Inc.
(Faxpat) for cash consideration of approximately $9,300,000. Faxpat is a leading
provider of patent documents and file histories to the legal and corporate
markets. The purchase price was allocated to net tangible assets of $600,000,
publishing rights and other intangible assets of $8,600,000 and non-compete
agreements of $100,000.
On August 12, 1999, the Company acquired all of the outstanding capital stock of
Master Data Center, Inc., a Michigan corporation, for cash consideration of
$33,000,000. MDC provides patent annuity tax payment services for owners of
intellectual property in domestic and foreign markets and complementary software
products for managing patent and trademark portfolios. The purchase price as
finalized in 2000 was allocated to net liabilities assumed of $8,700,000, and
publishing rights and other intangible assets of $41,700,000. Assets acquired
and liabilities assumed have been recorded at their estimated fair values and
useful lives. The Company also recorded goodwill and an offsetting deferred
income tax liability as a result of the gross up of acquired intangible assets
in the amount of $16,249,000. This goodwill is being amortized using the
straight-line method over 20 years. Amortization expense for the years ended
December 31, 2000 and 1999 was $831,000 and $301,000, respectively.
On September 1, 1999, the Company acquired the assets of the Corporate
Intelligence (CI) business of Innovator Corporation for cash consideration of
approximately $8,000,000. CI provides intellectual property information and
related software and searching tools, primarily through the Internet. The
purchase price was allocated to publishing rights and other intangible assets of
$7,900,000 and non-compete agreements of $100,000.
On August 19, 1998, the Company acquired two product lines for cash
consideration of approximately $3,700,000: the Chapman & Hall list of
mathematics and statistics books and Chapman & Hall's electronic databases and
books in the chemistry field. The purchase price was allocated to net tangible
assets of $200,000 and publishing rights and other intangible assets of
$3,500,000.
All acquisitions have been accounted for using the purchase method of accounting
and, accordingly, the results of their operations have been included in the
Company's results of operations from their respective dates of acquisition.
F-10
The following unaudited pro forma information presents the results of operations
of the Company, as if the 2000 acquisition of Transcender and the 1999
acquisitions of MDC, Optipat, and Faxpat had taken place as of January 1, 1999
and 1998, respectively are as follows (in thousands, except per share data):
YEARS ENDED DECEMBER 31,
---------------------------------
2000 1999 1998
Revenues $ 89,405 $ 81,768 $ 61,414
======== ========= ========
Net income (loss) $ (208) $ (760) $ 4,126
======== ========= ========
Basic earnings (loss) per
common share $ (0.01) $ (0.04) $ 0.24
======== ========= ========
Diluted earnings (loss) per
common share $ (0.01) $ (0.04) $ 0.24
======== ========= ========
These pro forma results of operations have been prepared for comparative
purposes only and do not purport to be indicative of the operating results that
would have occurred had the acquisitions been consummated as of the above date,
nor are they necessarily indicative of future operating results.
4. PROPERTY AND EQUIPMENT
Property and equipment (at cost) consisted of the following (in thousands):
DECEMBER 31, DECEMBER 31,
2000 1999
Buildings $ 2,344 $ 2,344
Furniture and equipment 1,904 1,173
Computer equipment 6,207 3,820
Leasehold improvements 801 521
------- -------
11,256 7,858
Less accumulated depreciation 5,454 3,481
------- -------
$ 5,802 $ 4,377
======= =======
5. PUBLISHING RIGHTS AND OTHER IDENTIFIED INTANGIBLE ASSETS
Publishing rights and other identified intangible assets consisted of the
following (in thousands):
DECEMBER 31, DECEMBER 31,
2000 1999
Publishing rights and other identified
intangibles $107,942 $89,178
Non-compete agreements 867 317
------- -------
108,809 89,495
Less accumulated amortization 17,467 11,235
------- -------
$91,342 $78,260
======= =======
6. SPECIAL BONUSES
In conjunction with the initial public offering in August of 1998, a subsidiary
entered into an employment agreement with an officer, whereby the employee was
granted $800,000 in cash and $250,000 in stock. The Company recorded a pre-tax
charge of $1,050,000 in the third quarter of 1998 related to this agreement.
Accrued expenses at December 31,1998 included $800,000 of costs related to this
agreement, which was subsequently paid out in January 1999.
F-11
7. REVOLVING CREDIT FACILITY
On September 24, 1999, the Company entered into a seven-year revolving credit
facility in an amount not to exceed $50,000,000 initially, including a
$10,000,000 sublimit for the issuance of standby letters of credit (the Credit
Facility). Total commitments under the Credit Facility shall be permanently
reduced to $45,000,000 at the end of the third year, $37,500,000 at the end of
the fourth year, $25,000,000 at the end of the fifth year and $12,500,000 at the
end of the sixth year. The proceeds from the Credit Facility are intended to be
used to fund acquisitions, to meet short-term working capital needs and for
general corporate purposes.
Borrowings under the Credit Facility bear interest at either the higher of the
bank's prime rate and one-half of 1% in excess of the overnight federal funds
rate plus a margin of 0.50% to 1.25% or the Eurodollar Rate plus a margin of
1.5% to 2.25%, depending on the Company's ratio of indebtedness to earnings
before interest, taxes, depreciation and amortization. The Company also pays a
commitment fee of 0.375% on the unused portion of the Credit Facility. As of and
for the periods ended December 31, 2000 and 1999, the Company had no outstanding
borrowings under the Credit Facility.
Under the terms of the Credit Facility, the Company is required to maintain
certain financial ratios related to fixed charge coverage, leverage and interest
coverage, in addition to certain other covenants. As of December 31, 2000, the
Company was in compliance with all covenants. The Credit Facility is secured by
a first priority perfected pledge of all notes and capital stock owned by the
Company's subsidiaries and a first priority perfected security interest in all
other assets of the Company and its subsidiaries, subject to certain exceptions.
Obligations under the Credit Facility will be guaranteed by the Company and its
subsidiaries. The Credit Facility also prohibits the Company from incurring
certain additional indebtedness, limits certain investments, mergers or
consolidations and restricts substantial asset sales, and dividends.
8. INCOME TAXES
The provision for income taxes consists of the following (in thousands):
YEARS ENDED DECEMBER 31,
-------------------------------
2000 1999 1998
Current:
Federal $ 6,133 $ 5,441 $ 663
State 922 830 220
Deferred:
Federal (1,626) (1,874) (634)
State (176) (170) (207)
------- ------- -------
$ 5,253 $ 4,227 $ 42
======= ======= =======
The following represents a reconciliation between the actual income tax
provision and income taxes computed by applying the statutory Federal income tax
rate (35%) to income before income taxes:
YEARS ENDED DECEMBER 31,
-------------------------
2000 1999
Federal statutory rate $ 4,321 $ 3,585
State and local taxes, net of Federal tax benefits 508 429
Goodwill amortization not deductible for tax purposes 393 212
Non-deductible permanent items 31 19
Other, net - (18)
------- --------
$ 5,253 $ 4,227
======= ========
F-12
Deferred income tax (liabilities) assets result from reporting income and
expenses in different periods for tax and financial reporting purposes.
Significant components of the Company's deferred tax liabilities and assets are
as follows (in thousands):
DECEMBER 31, DECEMBER 31,
2000 1999
Current deferred tax assets:
Allowance for accounts receivable $ 1,413 $ 1,021
Inventory 563 839
Other, net 513 277
-------- ---------
Net current deferred tax assets $ 2,489 $ 2,137
======== =========
Non-current deferred tax assets:
Investment write-down $ 574 $ -
Lease obligation 924 1,025
-------- ---------
1,498 1,025
-------- ---------
Non-current deferred tax liabilities:
Property and equipment (132) (566)
Intangible assets (14,709) (15,377)
Capitalized software (692) (58)
Other (22) -
-------- ---------
(15,555) (16,001)
-------- ---------
Total long-term net deferred tax liabilities $(14,057) $ (14,976)
======== =========
Net deferred tax liabilities $(11,568) $ (12,839)
======== =========
9. PRO FORMA INCOME TAXES (UNAUDITED)
As discussed in Note 2, the Company was a LLC and was treated as a partnership
for Federal and most state income taxes. In connection with the offering, the
Company became subject to Federal and additional state income tax. The pro forma
provision for income taxes represents the income tax provisions that would have
been reported had the Company been subject to Federal and additional state
income taxes.
The Pro forma income tax provision consists of the following (in thousands):
YEAR ENDED
----------
DECEMBER 31,
1998
Current:
Federal $ 636
State 247
Deferred (841)
-------
$ 42
=======
F-13
The following represents a reconciliation between the pro forma income tax
provision and income taxes computed by applying the statutory Federal income tax
rate (35%) to pro forma income (loss) before income taxes:
YEAR ENDED
----------
DECEMBER 31,
1998
Federal statutory rate $ 1,641
State and local taxes, net of Federal tax benefits 342
Valuation allowance (1,960)
Other, net 19
---------
$ 42
=========
During 1998, the Company determined that it was more likely than not that the
future tax benefits arising from its deferred tax assets would be realized in
the future due to the Company's continued improvement in earnings and the
probability of future taxable income. As a result, in accordance with SFAS No.
109, the Company recognized an income tax benefit of $1,960,000.
10. 1998 STOCK OPTION PLAN
The Board of Directors has adopted the Company's 1998 Stock Option Plan (the
Plan), which provides for the granting of options to purchase not more than an
aggregate of 866,886 shares of Common Stock, subject to adjustment as provided
in the Plan. On April 25, 2000, the stockholders of the Company approved a
500,000 share increase in the number of shares reserved for issuance under the
Plan to a total of 1,366,886 shares reserved for issuance. All directors and
full-time employees of the Company are eligible to participate in the Plan. Each
option granted pursuant to the Plan must provide for an exercise price per share
that is at least equal to the fair market value per share of Common Stock on the
date of grant. Options granted under the Plan are exercisable no earlier than
one-year and no later than ten years from the grant date and vest in 25%
increments over a four-year period from the date of grant. The exercise price of
each option, the period during which each option may be exercised and the other
terms and conditions of each option are determined by the Board of Directors.
Options that have been granted to the Company's independent directors and
certain executive officers have accelerated vesting schedules and exercisable
lives.
A summary of stock option transactions under the Company's stock option plan for
the five months ended December 31,1998 and for the years ended December 31, 1999
and 2000 is as follows:
WEIGHTED AVERAGE
SHARES EXERCISE PRICE
--------------------------------------------------------------------------
Outstanding at January 1, 1998 - $ -
--------------------------
Granted 541,846 12.02
Exercised - -
Canceled or Lapsed (12,513) 12.00
--------------------------
Outstanding at December 31, 1998 529,333 12.02
--------------------------
Granted 115,563 18.51
Exercised (10,361) 12.00
Canceled or Lapsed (34,483) 12.09
--------------------------
Outstanding at December 31, 1999 600,052 13.26
--------------------------
Granted 501,408 32.67
Exercised (158,420) 12.11
Canceled or Lapsed (46,871) 16.75
--------------------------
OUTSTANDING AT DECEMBER 31, 2000 896,169 $ 24.14
-----------------------------------------------------------------------
F-14
Shares exercisable at December 31, 1998 109,482 $ 12.00
Shares exercisable at December 31, 1999 314,245 12.04
Shares exercisable at December 31, 2000 251,115 $ 12.82
----------------------------------------------------------------------
The following table summarizes information about stock options outstanding at
December 31, 2000:
Weighted
Range of Avg. Remaining Weighted Weighted
Exercise Number Contractual Average Number Average
Prices Outstanding Life Exercise Price Exercisable Exercisable
--------------------------------------------------------------------------------------
$12.00-$16.25 309,088 5.4 years $ 12.07 222,465 $ 12.01
$18.13-$20.69 94,873 8.6 years 18.71 27,702 18.74
$24.75-$27.81 142,260 9.4 years 25.84 -- --
$31.63-$33.75 145,548 9.8 years 33.28 948 31.63
$36.75-$37.25 204,400 9.2 years 37.24 -- --
--------------------------------------------------------------------------
896,169 7.9 Years $ 24.14 251,115 $ 12.82
----------- --------------------------------------------------------------------------
At December 31, 2000, the total number of available shares to grant under the
Plan was 301,936.
The Company accounts for its stock option plan under the provisions of APB
Opinion 25 and related Interpretations, "Accounting for Stock Issued to
Employees," which utilizes the intrinsic value method. No compensation cost has
been recognized related to the Company's stock option plan. Had compensation
cost for the Company's stock option plan been determined based on the fair value
of the options at the dates of grant consistent with the requirements of SFAS
No.123, "Accounting for Stock-Based Compensation," the Company's net income and
earnings per share would have been reduced to the pro forma amounts indicated
below (in thousands, except per share data):
YEARS ENDED DECEMBER 31,
--------------------------------
2000 1999 1998
Net income applicable to
common shareholders:
As reported $ 7,092 $ 6,017 $ 4,785
Pro forma $ 5,943 $ 5,697 $ 4,691
Basic earnings per common share:
As reported $ 0.34 $ 0.36 $ 0.28
Pro forma $ 0.29 $ 0.34 $ 0.28
Diluted earnings per common share:
As reported $ 0.34 $ 0.35 $ 0.28
Pro forma $ 0.29 $ 0.33 $ 0.28
The effects on pro forma net income and earnings per share of expensing the
estimated fair value of stock options are not necessarily representative of the
effects on reported net income for future years due to such factors as the
vesting period of the stock options and the potential for issuance of additional
stock options in future years.
F-15
The fair value of stock options granted in 2000, 1999 and 1998 was estimated at
the dates of grant using the Black-Scholes option pricing model with the
following weighted-average assumptions used:
YEARS ENDED DECEMBER 31,
------------------------------
2000 1999 1998
Risk free interest rate 6.4% 6.0% 5.5%
Expected life of option grants (years) 5 5 5
Expected volatility 75.45% 67.62% 25.0%
Expected dividend yield 0 0 0
11. MEMBERSHIP INTEREST
Prior to the initial public offering of the Company's common stock completed in
August of 1998, the Company had two classes of voting preferred equity
interests, which shared in profits and losses. The Class A Preferred holder
contributed 95% of total capital, was allocated 95% of profits and losses and
was entitled to elect three directors. The Class B Preferred holder contributed
5% of total capital, was allocated 5% of profits and losses and was entitled to
elect one director. Voting rights were apportioned between the classes on a
basis equivalent to contributed capital.
Both classes of such preferred equity interests were required to convert to
common equity interests under certain events, including a public offering of the
Company's securities or the sale of the Company. Accordingly, the Class A and
Class B Preferred holders received common equity interests under a
pre-determined formula in connection with the Company's initial public offering.
12. EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted earnings per
common share for the period indicated.
YEARS ENDED DECEMBER 31,
-------------------------
(IN THOUSANDS, EXCEPT PER SHARE DATA) 2000 1999
Basic:
Net income $ 7,092 $ 6,017
Average shares outstanding 20,583 16,945
-------- --------
Basic EPS $ 0.34 $ 0.36
======== ========
Diluted:
Net income $ 7,092 $ 6,017
======== ========
Average shares outstanding 20,583 16,945
Net effect of dilutive stock options
based on the treasury stock method 239 183
-------- --------
Total 20,822 17,128
======== ========
Diluted EPS $ 0.34 $ 0.35
======== ========
In 2000, 351,448 stock options were excluded from the computation of diluted
earnings per common share due to their antidilutive effect.
F-16
13. COMMITMENTS AND CONTINGENCIES
LEASE COMMITMENTS - The Company primarily leases office and warehouse space,
office and computer equipment. The leases generally provide for the lessee to
pay taxes, maintenance, insurance and certain other operating costs of the
leased property, and certain leases include escalation clauses.
The future noncancelable minimum lease payments under operating leases and under
capital leases including estimated escalation amounts as of December 31, 2000
are as follows (in thousands):
OPERATING CAPITAL
LEASES LEASES
Year ending December 31,
2001 $ 2,063 $ 519
2002 1,862 536
2003 1,635 553
2004 1,650 572
2005 1,445 591
Thereafter 1,861 354
-------- -------
Total minimum lease payments $ 10,516 3,125
======== =======
Less amount representing unamortized interest 710
-------
Present value of net minimum lease payments 2,415
Less current maturities 308
-------
Long-term obligation $ 2,107
=======
Assets recorded under capital leases and the related depreciation are included
in Property and equipment as follows (in thousands):
DECEMBER 31, DECEMBER 31,
2000 1999
Buildings $ 2,344 $ 2,344
Computer equipment 86 86
------- -------
2,430 2,430
Less accumulated depreciation 1,066 820
------- -------
$ 1,364 $ 1,610
======= =======
Rental expense for operating leases amounted to approximately $1,706,000,
$1,323,000 and $1,048,000 for each of the years ended December 31, 2000, 1999
and 1998, respectively.
LEGAL PROCEEDINGS - From time to time, the Company is a party to certain
lawsuits and administrative proceedings that arise in the conduct of its
business. While the outcome of these lawsuits and proceedings cannot be
predicted with certainty, management believes that, if adversely determined, the
lawsuits and proceedings, either singularly or in the aggregate, would not have
a material adverse effect on the financial condition, results of operations, or
net cash flows of the Company.
F-17
14. EMPLOYEE BENEFIT PLAN
The Company sponsors a defined contribution 401(k) savings plan (the Plan).
Employees are eligible to participate in the Plan upon the attainment of age 21
and the completion of one-year of credited service (effective January 1, 2000,
six months of employment with the Company). Employees of Master Data Center,
Inc. as of August 12, 1999 and Transcender employees as of November 6, 2000 will
receive prior service credit in determining eligibility in the Plan.
Participants may make pre-tax contributions subject to Internal Revenue Service
limitations. The Company, via the subsidiaries, matches 50% of an employee's
contribution up to a maximum of 6% of eligible compensation. In addition, at its
discretion, the Company may make additional contributions to the Plan; no such
contributions were made in fiscal years 2000, 1999 and 1998, respectively.
Participant contributions and earnings thereon vest immediately. Matching
contributions and earnings thereon vest in equal amounts over a three-year
period. Nonvested balances are forfeited and used to offset future employer
contributions.
The Company's contributions under these plans for each of the three years ended
December 31, 2000, 1999, and 1998 were approximately $320,000, $211,000 and
$198,000, respectively. The significant increase in fiscal 2000 over amounts
contributed in fiscal 1999 reflects the addition of employees as a result of
acquisitions.
15. RELATED PARTY TRANSACTION
During fiscal 1999 and 1998, a subsidiary of the Company transacted business in
the amount of approximately $160,000 and $250,000, respectively, with a mail
house owned by a brother-in-law of Dennis Buda, the former President of CRC
Press. In October 1999, the subsidiary discontinued its relationship with this
mail order house. The rates charged by this mail house were at comparable rates
charged by other mail houses serving the Company.
16. SEGMENT INFORMATION
Operating segments are defined as components of an enterprise for which separate
financial information is available and regularly reviewed by the Company's
senior management. The Company evaluates performance based on earnings before
interest, taxes, depreciation and amortization (EBITDA) of the respective
business units. The accounting policies of the operating segments are the same
as those described in the summary of significant accounting policies.
The Company has three reportable segments: intellectual property, scientific and
technology information and information technology learning. The intellectual
property segment, which includes MicroPatent and MDC, provides a broad array of
databases, information products and complementary services for intellectual
property professionals. The scientific and technology information segment is CRC
Press, which publishes professional and academic books, journals, newsletters
and electronic databases covering areas such as life sciences, environmental
sciences, engineering, mathematics, physical sciences and business. The
information technology learning segment was created in fiscal 2000 as a result
of the Company's strategic acquisition of Transcender. Transcender is a leading
online provider of IT certification test-preparation products. Other includes
unallocated corporate items.
F-18
The following tables set forth the information for the Company's reportable
segments for the periods indicated (in thousands):
YEARS ENDED DECEMBER 31,
-------------------------------
2000 1999 1998
REVENUES FROM EXTERNAL CUSTOMERS:
Intellectual property $ 30,228 $ 17,571 $ 7,727
Scientific and technology information 38,984 41,207 38,924
Information technology learning 4,077 - -
--------- -------- --------
$ 73,289 $ 58,778 $ 46,651
========= ======== ========
EBITDA:
Intellectual property $ 7,839 $ 7,383 $ 3,052
Scientific and technology information 10,262 11,695 10,920
Information technology learning 1,760 - -
Other (2,480) (1,733) (2,536)
--------- -------- --------
$ 17,381 $ 17,345 $ 11,436
========= ======== ========
OPERATING INCOME:
Intellectual property $ 1,072 $ 3,466 $ (520)
Scientific and technology information 5,967 7,205 6,766
Information technology learning 790 - -
Other (2,491) (1,739) (2,536)
--------- -------- --------
$ 5,338 $ 8,932 $ 3,710
========= ======== ========
SEGMENT ASSETS:
Intellectual property $ 96,904 $ 88,477 $ 5,195
Scientific and technology information 42,825 43,330 43,245
Information technology learning 66,147 - -
Other 105,120 6,851 56,351
--------- -------- --------
$ 310,996 $138,658 $104,791
========= ======== ========
DEPRECIATION AND AMORTIZATION: (1)
Intellectual property $ 6,769 $ 3,917 $ 3,572
Scientific and technology information 4,290 4,508 4,154
Information technology learning 971 - -
Other 11 6 -
--------- -------- --------
$ 12,041 $ 8,431 $ 7,726
========= ======== ========
CAPITAL EXPENDITURES:
Intellectual property $ 2,263 $ 821 $ 661
Scientific and technology information 444 546 666
Information technology learning 64 - -
Other 29 30 -
--------- -------- --------
$ 2,800 $ 1,397 $ 1,327
========= ======== ========
(1) Depreciation and amortization includes $2,297,000, $2,469,000, and
$2,413,000 of amortization of pre-publication costs, included in operations in
cost of sales for each of the three years in the period ended December 31, 2000,
respectively.
F-19
A reconciliation of combined EBITDA for the intellectual property, scientific
and technology information, and information technology learning segments to
consolidated income before income taxes is as follows (in thousands):
YEARS ENDED DECEMBER 31,
--------------------------------
2000 1999 1998
Total EBITDA for reportable segments $ 19,861 $ 19,078 $ 13,972
Corporate expenses (2,480) (1,733) (2,536)
Interest income 7,005 1,330 1,117
Depreciation and amortization (1) (12,041) (8,431) (7,726)
--------- -------- --------
Income before income taxes $ 12,345 $ 10,244 $ 4,827
========= ======== ========
The following table presents revenues by geographic location (in thousands):
YEARS ENDED DECEMBER 31,
-------------------------------
2000 1999 1998
United States $ 59,461 $ 40,845 $ 34,974
Europe 5,824 9,506 7,970
Others 8,004 8,427 3,707
--------- -------- --------
$ 73,289 $ 58,778 $ 46,651
========= ======== ========
17. FINANCIAL INSTRUMENTS AND OFF BALANCE SHEET RISK
CONCENTRATION OF CREDIT RISK - Financial instruments that potentially subject
the Company to credit risks consists principally of trade accounts receivable
and cash investments.
The Company believes the concentration of credit risk in its trade accounts
receivables is substantially mitigated by the Company's ongoing credit
evaluation process and due to the large number of customers comprising the
Company's customer base. The Company does not generally require collateral from
customers. The Company evaluates the need for an allowance for doubtful accounts
based upon factors surrounding the credit risk of specific customers, historical
trends and other information.
The Company invests its excess cash in high quality short-term liquid money
market instruments and commercial paper. The Company has a policy of making
investments only with institutions that have at least an "A" credit rating from
a national rating agency. The investments generally mature within six months.
The Company has not incurred losses related to these investments.
The Company maintains its cash in demand deposit accounts, which at times may
exceed the Federal Deposit Insurance Corporation (FDIC) insurance limits. As of
December 31, 2000, the Company had approximately $13,320,000 of cash in excess
of FDIC insurance limits. The Company believes that the risk of any loss is
minimal based on the financial condition of the institutions.
FAIR VALUE OF FINANCIAL INSTRUMENTS - The carrying amounts of cash and cash
equivalents, short-term investments, accounts receivable and accounts payable
reported in the Consolidated Balance Sheets approximates fair value because of
the short-term maturity of these instruments.
The carrying value of the Company's borrowings under its capitalized lease
obligations approximates fair value based on quoted market prices for the same
or similar instruments.
The fair value of the Company's forward contracts is estimated based on quoted
market prices of comparable contracts.
F-20
OFF BALANCE SHEET RISK - The Company routinely enters into forward contracts to
acquire various international currencies in an effort to hedge foreign currency
transaction exposures of its operations. Such forward contracts have been
designated as hedges for future annual patent payments to related international
regulatory agencies. At December 31, 2000, the Company had entered into forward
contracts to acquire various international currencies, all having maturities of
less than three months, aggregating approximately $8,809,000. Realized gains and
losses relating to the forward contracts were immaterial for the year ended
December 31, 2000.
F-21