Back to GetFilings.com
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996
Commission File Number: 0-28600
CCC INFORMATION SERVICES GROUP INC.
(Exact name of registrant as specified in its charter)
DELAWARE 54-1242469
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
WORLD TRADE CENTER CHICAGO
444 MERCHANDISE MART
CHICAGO, ILLINOIS 60654
(Address of principal executive offices, including zip code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(312) 222-4636
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
- --------------------- ---------------------
None None
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Stock, $0.10 par value
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes __X__ No _____
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. / /
The aggregate market value of voting shares (based on the closing price of
those shares listed on the Nasdaq National Market and the consideration received
for those shares not listed on a national or regional exchange) held by
non-affiliates (as defined in Rule 405) of the registrant as of March 7, 1997
was $347,120,954.
As of March 7, 1997, 23,533,624 shares of CCC Information Services Group
Inc. common stock, par value $0.10 per share, were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Part III of this Annual Report on Form 10-K incorporates by reference
portions of the registrant's Notice of 1997 Annual Meeting of Stockholders and
Proxy Statement.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
CC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
ANNUAL REPORT ON FORM 10-K
TABLE OF CONTENTS
PAGE(S)
---------
PART I
Item 1. Business..................................................................................... 1-11
Item 2. Properties................................................................................... 11
Item 3. Legal Proceedings............................................................................ 11-12
Item 4. Submission of Matters to a Vote of Security Holders.......................................... 12
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters........................ 12
Item 6. Selected Financial Data...................................................................... 13-14
Item 7. Management's Discussion and Analysis of Results of Operations and Financial Condition........ 14-20
Item 8. Financial Statements and Supplementary Data.................................................. 20
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure......... 20
PART III
Item 10. Directors and Executive Officers of the Registrant........................................... 20
Item 11. Executive Compensation....................................................................... 21
Item 12. Security Ownership of Certain Beneficial Owners and Management............................... 21
Item 13. Certain Relationships and Related Transactions............................................... 21
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.............................. 21-43
Signatures............................................................................................... 44
Directors and Executive Officers......................................................................... 45
Corporate Information.................................................................................... 46
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
This Annual Report on Form 10-K contains forward-looking statements within
the definition of Federal Securities laws. The section entitled "Forward Looking
Statements" contains additional disclosures concerning forward-looking
statements.
PART I
ITEM 1. BUSINESS
ORGANIZATION
CCC Information Services Group Inc. ("Company") (formerly known as InfoVest
Corporation), through its wholly owned subsidiary CCC Information Services Inc.
("CCC"), is a supplier of automobile claims information and processing services,
claims management software and communication services. The Company's services
and products enable automobile insurance company and collision repair facility
customers to improve efficiency, manage costs and increase consumer satisfaction
in the management of automobile claims and restoration.
After the disposition of certain subsidiaries, as described in Note 5 to the
Consolidated Financial Statements, and through April 30, 1995, the Company
consisted of two primary operating entities: CCC and CCC Development Company
("Joint Venture" or "CCCDC"). The Company acquired its former partner's 50%
interest in CCCDC, through the acquisition of UCOP, Inc. ("UCOP"), effective
March 30, 1994. As a result of this acquisition, in combination with its
original 50% interest in the Joint Venture, the Company acquired a 100% equity
ownership interest in the Joint Venture. Prior to its acquisition of UCOP, the
Company accounted for its 50% interest in the Joint Venture under the equity
method. CCC also operates a subsidiary in Canada, Certified Collateral
Corporation of Canada, Ltd.
As of December 31, 1996, White River Ventures Inc. ("White River") held
approximately 37% of the total outstanding common stock of the Company and had
51% of the voting power associated with the Company's total outstanding voting
stock. White River is a wholly owned subsidiary of White River Corporation.
BUSINESS SUMMARY
The principal services and products offered by the Company automate the
process of evaluating and settling both total loss and repairable automobile
claims. When a vehicle cannot be repaired, the Company's vehicle valuation
services and products, primarily TOTAL LOSS, provide insurance companies with
the ability to effect total loss settlements on the basis of market-specific
vehicle values. When a vehicle is repairable, the Company's collision estimating
services and products, principally EZEST and PATHWAYS, provide insurance
appraisers and collision repair facilities with up-to-date pricing, interactive
decision support and computer-assisted logic to produce accurate collision
repair estimates. The Company's claims outsourcing services and products,
include ACCESS, a vehicle restoration and management service. Communication
services offered by the Company connect insurers, appraisers and collision
repair facilities, providing the information required for decision making. The
Company also provides a wide variety of related services and products intended
to facilitate the overall management of the automobile claims process. The
Company's PATHWAYS workflow management software is designed to integrate each of
the Company's product offerings on a common platform with a common graphical
user interface, facilitating the learning of new applications while providing
the Company's customers with a broader tool set for claims completion. The
Company's services and products represent an integrated solution, combining
information, claims management software and secure communication systems to
improve the efficiency of the automobile claims process.
1
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
The Company's customers include the largest U.S. automobile insurance
companies and most of the small to medium size automobile insurance companies in
the country. In addition, the Company's products are used by approximately
10,000 collision repair facilities. The Company's core competencies include
collection and processing of claims and automobile valuation and repair data,
development of client-server, object-oriented claims software products,
communications network management, customer service and the workflow processes
of automobile insurance claims.
The Company sells its services and products to insurance companies through a
direct sales force. The Company contracts with independent sales representatives
to sell its products to collision repair facilities. Over half of the Company's
revenue for 1996 was for services and products sold pursuant to contracts, which
generally have multi-year terms. A substantial portion of the Company's
remaining revenue represented sales to customers that have been doing business
with the Company for many years. The Company's services and products are
generally sold under multi-year contracts either on a monthly subscription or a
per transaction basis.
OVERVIEW OF THE AUTOMOBILE INSURANCE CLAIMS PROCESS
Automobile claims generally involve three types of participants: automobile
insurance companies, consumers and service providers, such as collision repair
facilities and attorneys. The interaction among these parties in the processing
of a claim can be referred to as the "automobile claims industry." The Company
believes that the claims process has historically been inefficient and
contentious for the participating parties due, in part, to the lack of
independently verifiable claims data and inefficient communications networks.
THE AUTOMOBILE INSURANCE INDUSTRY
Of the companies offering private passenger automobile insurance in the
United States, the twenty largest providers account for more than 60% of all
automobile insurance premiums. Insurance companies compete principally on the
basis of price, marketing, consumer satisfaction and claims paying ability.
State agencies closely regulate the product offerings, claims processes and the
premium structure of insurance companies. In addition, the laws of many states
require motorists to carry liability insurance at specified minimum levels.
The automobile insurance industry is changing rapidly. The automobile
insurance marketplace is experiencing price constraints as a result of
increasing competition and regulatory activity. At the same time, policy holders
are demanding higher levels of customer service. The growing complexity and
sophistication of automobile design and engineering is increasing the actual
repair cost (referred to in the automobile claims industry as "severity") of
collision claims. In addition, the personal injury component of automobile
insurance claims is rising, in part, as a result of the increasing frequency of,
and magnitude of, claims involving alleged bodily injury, including soft-tissue
claims. Competitive pressures and resistance by policy holders and regulators to
premium increases are causing insurance companies to focus on managing costs.
The Company believes that the insurance industry's focus on cost management
has been accompanied by an increasing recognition that it is easier and more
cost-effective to retain an existing policy holder than to lure a new customer
away from a competitor. Dissatisfaction with the claims handling process is a
frequently cited cause of policy non-renewal.
2
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
THE COLLISION REPAIR INDUSTRY
The collision repair industry, which has historically been extremely
fragmented, is consolidating. Most collision repair facilities are
owner-operated, single-location businesses which focus on a local market. The
Company estimates that 20 to 25 thousand collision repair facilities have annual
revenues in excess of $300 thousand. These facilities tend to be larger, better
capitalized and increasingly reliant on professional and sophisticated
management who are adopting new technology and wholesale marketing techniques to
compete.
The costs to operate a collision repair facility have risen substantially
over the past decade. Modern automobile designs coupled with extensive
environmental regulations are forcing repair facilities to make significant
capital investments in increasingly sophisticated equipment and better training.
At the same time, insurance companies are looking to collision repair facilities
to assist in cost containment.
Because a substantial portion of collision repair facility revenue is
derived from insurance companies, collision repair facility owners are
increasingly shifting their marketing efforts from consumer-oriented advertising
to wholesale marketing and insurance company referrals. For example, many
collision repair facilities are seeking to capitalize on insurance
industry-driven trends such as the growth in direct repair programs. A direct
repair program, or DRP, allows an insured whose automobile is involved in a
collision to have the repair performed within a network of approved repair
facilities. To participate in DRPs with major insurance companies, collision
repair facilities must meet minimum standards for equipment, training and
facilities. To ensure continued satisfaction at both the referring insurance
company and consumer level, collision repair facilities must seek ways to
improve productivity and optimize the workflow of the automobile repair process.
To achieve these goals, collision repair facilities are making substantial
investments in capital equipment and computer technology.
THE AUTOMOBILE CLAIMS PROCESS
Insurance companies generally handle automobile physical damage claims in
one of three ways: in-house staff appraisals, direct repair programs and
independent adjustments.
STAFF APPRAISAL. The insurance industry employs staff appraisers and claims
representatives who, the Company estimates, handle 70% to 75% of all automobile
claims. This estimate is based on the Company's claims experience, and
interviews with its large insurance company customers. Staff appraisers handle a
broad range of claims tasks, including appraisal, claims supplements, police
reporting, total loss files, salvage processing and settlement payments. Based
on the Company's internal estimates, staff appraisers typically handle twelve or
more claims per day when in a drive-in facility and three to five claims per day
when in the field. The Company believes that most insurance company staff
appraisers use collision estimating software to prepare collision repair
estimates.
DIRECT REPAIR PROGRAMS. Sixteen of the top twenty automobile insurers,
including each of the five largest, offer a direct repair program. Based on the
Company's interviews with its insurance company customers, the Company estimates
that 8% to 12% of all automobile claims are handled through a DRP, the
fastest-growing method for handling automobile claims. The Company believes that
DRPs present significant opportunities to both insurance companies and collision
repair facilities to increase the satisfaction of their customers. Surveys
demonstrate that DRPs result in higher consumer satisfaction than either of the
other claims handling methods. In addition, by eliminating several days from the
claims process, insurers utilizing DRPs reduce replacement rental car expense
and eliminate the costs associated with dispatching an adjuster to appraise each
vehicle. An automated DRP ensures accurate estimates, facilitates the use of
alternate replacement parts and increases the productivity of auditors and
reinspectors. The Company estimates that adjusters who formerly completed only
three to five estimates per
3
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
day under a staff appraisal program can review 20 to 25 claims per day under a
DRP. Participating collision repair facilities gain volume and efficiency and
reduce disputes with consumers and insurance companies.
INDEPENDENT ADJUSTMENT. Based on the Company's interviews with its
insurance customers, the Company estimates that independent claims adjusters
handle 15% to 22% of all automobile claims. Independent adjusters offer their
appraisal skills to a variety of insurance companies in a specific geographic
location. Insurers typically outsource claims to independent adjusters where
their market coverage does not justify hiring local staff or when the volume of
work exceeds local capacity. The Company estimates that most independent
adjusters do not use automated collision estimating systems. The absence of
automation, coupled with the lack of management reports and efficient inspection
processes among independent adjusters, typically results in both the highest
average severity per claim and the highest average claims handling expense.
NEEDS AND OPPORTUNITIES IN THE AUTOMOBILE CLAIMS PROCESS
The Company believes trends in the automobile insurance industry create
several identifiable needs. First, automobile insurers need to increase consumer
satisfaction through faster, more efficient claims handling procedures. Second,
insurance companies need to improve working relationships with their primary
service providers through the exchange of auditable data and improved
communication. Third, insurers need to integrate emerging technologies into
their legacy mainframe hardware and software systems. Finally, smaller insurance
companies need to become cost competitive with the major insurers by adopting
solutions which provide economies of scale benefits.
Trends in the collision repair industry also present collision repair
facilities with several needs and opportunities. First, repair facilities need
to secure a steady supply of customers through efficient marketing and greater
connectivity to insurance companies. Second, repair facilities need to improve
their operating efficiency, business management and repair processing through
affordable information and decision making tools.
The Company believes that improvements in the automobile claims process will
require that participants have ready access to data, decision making tools and
efficient communications. As a result, there is a need for integrated, efficient
solutions in the appraisal, repair and settlement processes which will speed
repairs, assure consumer satisfaction and save money.
SERVICES AND PRODUCTS
The Company's services and products are integrated for use with one another
across multiple platforms and are designed for ease of use by the large number
of people involved in the automobile claims process on a daily basis.
Approximately 69% of the Company's consolidated revenue for 1996 was from the
sale of services and products to insurance companies with the remainder sold to
collision repair facilities and other customers. Revenues from TOTAL LOSS
valuation services and EZEST and PATHWAYS Collision Estimating software
licensing accounted for 35% and 45%, respectively, of the Company's consolidated
1996 revenue.
VEHICLE VALUATION SERVICES AND PRODUCTS. The Company's TOTAL LOSS service
provides insurance companies the ability to effect total loss settlements on the
basis of market-specific values based upon physically inspected used car
inventories. The Company believes that its vehicle database, which contains
detailed information about millions of vehicles either physically inventoried
from one of more than 4,000 dealer lots or taken from recent advertisements, is
the most comprehensive in North America. The Company uses its proprietary
database and valuation software to provide insurance companies with independent,
current, local, market-values and vehicle identification data. The Company's
TOTAL LOSS
4
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
product complies with the regulatory requirements of all 50 states. Each total
loss valuation includes a vehicle identification search under VINGUARD, the
Company's vehicle identification number fraud protection program which matches
current claims against the Company's database of previously totaled or stolen
vehicles.
COLLISION ESTIMATING SERVICES AND PRODUCTS. EZEST was the first
stand-alone, PC-based collision estimating system utilizing P-page logic to
automate the process of eliminating repair activity overlaps and automating all
included operations and ancillary repair work in preparing an estimate. P-page
logic represents procedure pages from crash estimating guides that detail the
steps involved in repairing various parts of a damaged vehicle depending on the
extent of the damage. EZEST provides automobile insurers with fast and reliable
estimates at a low cost. EZEST runs on any IBM-compatible laptop or desktop
computer and contains all nine volumes of the Motor Crash Estimating Guide and
other data necessary to build an estimate. The Company licenses the Motor Crash
Estimating Guide data from a subsidiary of The Hearst Corporation. A unique
feature of EZEST is its recycled part valuation upgrade which will display and
automatically insert into the estimate a predicted price of those recycled or
salvage automotive parts statistically known to be available in the local market
in which the estimate is written. The EZEST software, Motor Crash Estimating
Guide database and other associated databases are updated via a monthly CD-ROM.
EZEST is sold under multi-year contracts on a monthly subscription basis to both
insurers and collision repair facilities. In April 1996, the Company began
delivery of its next-generation estimating product, PATHWAYS Collision
Estimating, which provides all of the functionality of the EZEST product while
adding the functionality of total loss and settlement processing, claim payment,
salvage disposal and custom electronic forms. In November 1996, the Company
introduced a collision repair facility version of PATHWAYS Collision Estimating.
CLAIMS OUTSOURCING SERVICES AND PRODUCTS. ACCESS is an outsourced vehicle
appraisal and restoration management service. Insurance companies use ACCESS to
appraise and settle claims without hiring either additional staff or independent
appraisers. ACCESS uses a network of Company certified, fully equipped repair
facilities and the Company's claims management tools to provide fast, low cost
claims settlement with high customer satisfaction. In addition, the Company
provides reinspection and restoration management staff for quality assurance.
ACCESS is sold on a per claim basis under multi-year agreements.
EZNET COMMUNICATIONS NETWORK. EZNET connects insurers with their appraisers
and repair network partners. EZNET'S process management capabilities provide the
information required to make appropriate and timely decisions, regardless of
location or settlement process. EZNET is used principally for the complete
electronic communication of work files and estimates to staff appraisers or DRP
partners and for the receipt of auditable estimate data. EZNET is the only
communications network tailored to provide automated communication service to
participants in the automobile physical damage claim process, including:
mailboxing, messaging, routing, imaging, assignment tracking, record library and
third-party gateways. A unique feature of EZNET is the electronic appraisal
review feature that provides real-time exception reporting to target
re-inspections and improves management control of DRP networks and appraisers.
EZNET also facilitates the management of car rental and salvage disposition.
EZNET is sold both on a per transaction basis and on a monthly subscription
basis.
EZFOCUS DIGITAL IMAGING. The EZFOCUS computerized digital photo imaging
system allows automobile insurers and collision repairers to visually document
vehicle damage and electronically communicate the image. This reduces claims
cycle time while eliminating film cost and saving travel and overnight delivery
expense.
GUIDEPOST DECISION SUPPORT. The Company recently added GUIDEPOST, an
executive information and data navigation software package to its tool set.
GUIDEPOST allows managers to electronically evaluate
5
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
results, format reports, drill down for subject or personnel review and compare
performance to industry and regional indices. GUIDEPOST is offered on a monthly
CD and development for network delivery is underway. While introduced as an
element of the Company's suite of electronic DRP and collision estimating tools,
GUIDEPOST will be made available for all the Company's products, extending the
integration of a multi-channel claims process.
ACCLAIM LITIGATION MANAGEMENT. ACCLAIM is an outsourcing service offered to
insurance companies for the processing and management of defined soft-tissue
bodily injury claims. ACCLAIM uses the Company's licensed case management
software and information management tools in connection with a national network
of lawyers to defend and dispose of lawsuits filed against insured-parties.
ACCLAIM services are sold to insurance companies on a fixed fee, per claim
basis. ACCLAIM is currently in pilot program status.
PATHWAYS APPRAISER WORKSTATION SOFTWARE. In April 1996, the Company began
delivery of PATHWAYS, its windows-based appraiser workstation software platform
designed to better serve the overall workflow needs of insurance field staffs.
PATHWAYS offers a common, graphical user interface across all applications which
organizes claims in tabbed, electronic workfiles and reduces the time required
to learn or develop new software functions or applications. PATHWAYS includes a
workflow manager which assists users in managing all aspects of their day-to-day
activities, including receipt of new assignments, communication of completed
activity, electronic file notes and reports as well as the automatic logging of
key events in the claims process. The Company intends to integrate all of its
existing field applications into this platform and develop all future field
applications on PATHWAYS. PATHWAYS is fully integrated with the Company's
communications network, allowing adjusters to operate in the field, and thereby
reduce office and other expenses. The first PATHWAYS application was PATHWAYS
Collision Estimating which provides all of the functionality of the EZEST
product while adding the functionality of total loss and settlement processing,
claim payment, salvage disposal and custom electronic forms. PATHWAYS is sold
under multi-year contracts on a monthly subscription basis.
CUSTOMERS
The Company's business is based on relationships with the two primary users
of the Company's services: automobile insurance companies and collision repair
facilities. The Company's customers include the largest U.S. automobile
insurance companies and most of the small to medium size automobile insurance
companies in the country.
The Company's products are used by approximately 10,000 collision repair
facilities. The Company has collision repair customers in all 50 states,
including most major metropolitan markets. In addition to assisting collision
repair facilities in managing their businesses, many of these customers use the
Company's services and products as a means to participate in insurance DRP
programs, thereby making the use of the Company's services and products
important to the customer's business growth.
Over half of the Company's revenue for 1996 was for services and products
sold pursuant to contracts, which generally have multi-year terms. A substantial
portion of the Company's remaining revenue represented sales to customers that
have been doing business with the Company for many years. The Company's services
and products are sold either on a monthly subscription or a per transaction
basis.
SALES AND MARKETING
Including Collision Repair Representatives, the Company utilizes
approximately 300 sales professionals across five different sales organizations
and certain other sales and marketing functions to market and
6
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
sell its services and products. Employee counts below for each of the five sales
organization are as of December 31, 1996.
STRATEGIC CLIENT GROUP. The Strategic Client Group comprises 45 national
account managers ("NAMs") who focus on the Company's overall relationships with
the home and regional offices of twenty five leading insurance companies. NAMs
are experienced sales professionals charged with meeting customers' business
needs with a consultative approach. NAMs are responsible for home office
relationships through which most major and all company-wide contracts are signed
and renewed.
BUSINESS SOLUTIONS GROUP. The Business Solutions Group consists of
approximately 10 business solutions managers ("BSMs") that identify and develop
qualified consulting projects. The BSMs were recruited from a variety of major
consulting firms with backgrounds in workflow/process management and business
systems analysis. The BSMs play a critical role in reviewing customer business
practices to benchmark current operations and to identify opportunities for
improvement. This serves the dual role of assisting customers in the operation
of their businesses, while concretely validating the value of the Company's
services and products when they are implemented. BSMs often work closely with
customer system staffs to assure smooth implementation of more technically
complicated and customized service offerings.
NATIONAL SALES GROUP. Approximately 15 national sales account managers
comprise the National Sales group. They market the Company's services and
products to the home offices of large and medium-sized insurance companies
outside of the top 25 ranking. The sales cycle for transactions in this division
is normally shorter than in the Strategic Client Division. Most ACCESS sales are
made in the National Sales division.
CLAIMS OFFICE ACCOUNT EXECUTIVES. A total of approximately 65 claims office
account executives are deployed geographically with responsibility for
individual claims offices of all of the Company's insurance company clients.
These employees are charged with on-going field training and support for the
Company's transaction-based businesses. The Company's account executives assist
claim managers with the training of high turnover personnel, program result
analysis and problem resolution. Increasingly, account executives are
functioning as claim settlement consultants.
COLLISION REPAIR REPRESENTATIVES. The Company contracts with about 60
primary independent sales representatives who, in turn, contract with
approximately 60 secondary independent sales representatives to sell the
Company's products to collision repair facilities across the country. The
primary representatives are assigned geographic territories and often employ
secondary representatives to increase presence in particular areas. The
representatives are highly experienced within the collision repair industry and
typically assist customers in dealing with a variety of business issues.
The Company's marketing efforts for the automobile insurance market are
conducted through three principal means. The Company believes that most claims
executives and managers learn about new technologies and solutions through sales
personnel, so the majority of the Company's insurance marketing dollars is
devoted to developing professional collateral materials for use by the sales
force. The Company sponsors an annual industry conference for senior claims
executives and collision repair industry leaders. The Company's senior managers
are frequent speakers at industry gatherings and are frequent authors of
articles published in industry and national print media.
The Company's marketing efforts for the automobile repair market are
conducted through participation in national and regional trade shows, lead
generating direct marketing programs, collateral materials and trade
advertising.
7
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
TRAINING AND SUPPORT
Field appraisers, claim representatives and collision repair facility owners
use the Company's tools and information for decision making. The Company
addresses its customer service needs through a field and telephone training and
support staff that consists of approximately 180 employees. The support staff
consists of individuals with technical knowledge and experience relating not
only to application software, operating systems and network communications, but
also to new and used car automobile markets and collision repair. The Company
routinely analyzes customer call types to modify products or training and,
whenever necessary, will dispatch a field representative to provide process
assistance. In addition, Company field trainers implement every new sale.
The Company's collision estimating support staff can diagnose most software
issues over the telephone and has the ability to download an appraiser's entire
hard drive telephonically if the problem proves significant. The Company's TOTAL
LOSS settlement services staff can make modifications to claims, provide
regulatory information or additional backup for a valuation, providing support
from the point of a loss report through claims settlement.
TECHNOLOGY
Underlying each of the Company's principal services and products are
databases which customers access through software and the Company's
communications network.
VEHICLE VALUATION SERVICES AND PRODUCTS. The Company's proprietary database
of valuation data used in connection with its TOTAL LOSS services and products
is built through the Company's own data collection network. This network
includes detailed used car inventory and sales data from more than 4,000
automobile dealers in 228 metropolitan areas throughout the United States and
Canada, as well as data from local newspaper advertisements and prior
transactions. The database includes more than 15 million prior valuations,
including theft data. The Company maintains its TOTAL LOSS database on a
mainframe computer which customers directly access using the Company's
proprietary communications network or by telephone or facsimile.
COLLISION ESTIMATING SERVICES AND PRODUCTS. The Company offers its
collision estimating services and products through a personal computer-based,
open systems approach using its object-oriented design. The Company's principal
database for its collision estimating products is the Motor Crash Estimating
Guide published by a subsidiary of The Hearst Corporation. The Company licenses
this database under an agreement that grants to the Company a license to publish
the database electronically. This agreement includes the exclusive license for
P-page logic, the integral component of collision estimating software. See
further discussion of this agreement under "Intellectual Property."
EZNET COMMUNICATIONS NETWORK. The Company's communications network, EZNET,
transmits and processes both staff and direct repair claims data. EZNET'S
Transport Layer provides reliable, secure data transmission. EZNET'S Workflow
Layer routes claims information and status updates to multiple recipients
according to insurance company preference and provides storage through network
mailboxes maintained by the Company. EZNET supports all major communications
protocols, including X25, SNA, ISDN and TCP/IP, as well as industry standards
such as the Collision Industry Electronic Commerce Association.
PATHWAYS ENVIRONMENT. Over the past two years, the Company has built and
completed class libraries consisting of approximately 1,000 business and system
objects that serve as the foundation of its PATHWAYS product line. These objects
were designed with a work flow orientation and are used in a framework to manage
databases, maintain model persistence, create electronic workfiles, and
facilitate communications. These elements are used in conjunction with a common
graphical user interface for all applications. This
8
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
approach is intended to offer many advantages to the Company's customers,
including ease of training and integration of complementary systems and legacy
applications. In addition, the graphical user interface and object-oriented
foundation of these services and products is designed to enable faster
introduction of additional application modules with greater product quality
assurance as well as easy integration with customer-developed software
applications. It is the Company's intent to build all new products within this
framework and to migrate existing products to it.
PRODUCT DEVELOPMENT AND PROGRAMMING
The Company's ability to maintain and grow its position in the claims
industry is dependent upon expansion of its products and services. Investments
in development are therefore critical to obtaining new customers and renewals
from existing customers. The Company's product development and programming
efforts principally consist of software development, development of enhanced
communication protocols and custom user interfaces and applications, and
database design and enhancement. The custom interfaces and applications are
developed through the Company's Business Solution Group. The Company employs
approximately 245 people in its product development organization. This group is
comprised of database analysts, software engineers, business systems analysts,
product managers and quality assurance employees responsible for client systems,
server systems, data warehousing and distribution systems. Product engineering
activities focus on improving speed to market of new products, services, and
enhancements, adding new business functions without affecting existing services
and products, and reducing development costs. The Company uses its class library
of objects, knowledge of its clients' workflows and its automated testing tools
to deliver quality workflow-oriented solutions to the marketplace quickly. The
Company develops products in close collaboration with its clients based on
specific needs. The Company's total product development and programming expense
was $17.0 million, $14.9 million and $10.1 million for the years ended December
31, 1996, 1995 and 1994, respectively.
INTELLECTUAL PROPERTY
The Company relies primarily on a combination of contracts, intellectual
property laws, confidentiality agreements and software security measures to
protect its proprietary technology. The Company distributes its products under
written license agreements, which grant end-users a license to use the Company's
services and products and which contain various provisions intended to protect
the Company's ownership and confidentiality of the underlying technology. The
Company also requires all of its employees and other parties with access to its
confidential information to execute agreements prohibiting the unauthorized use
or disclosure of the Company's technology.
The Company has trademarked virtually all of its services and products.
These marks are used by the Company in the advertising and marketing of the
Company's services and products. EZEST and CCC are well-known marks within the
automobile insurance and collision repair industries. The Company has patents
for its collision estimation product pertaining to the comparison and analysis
of the "repair or replace" and the "new or used" parts decisions. While the
TOTAL LOSS calculation process is not patented, the methodology and processes
are trade secrets of the Company and are essential to the Company's TOTAL LOSS
business. Despite these precautions, the Company believes that existing laws
provide only limited protection for the Company's technology and that it may be
possible for a third party to misappropriate the Company's technology or to
independently develop similar technology.
Certain data used in the Company's services and products is licensed from
third parties for which they receive royalties. The Company does not believe
that the Company's services and products are significantly dependent upon
licensed data, other than the Motor Crash Estimating Guide data, because the
Company believes it can find alternative sources for such data. The Company does
not believe that it has access to an
9
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
alternative database that would provide comparable information to the Motor
Crash Estimating Guide, licensed from the Hearst Corporation through a scheduled
expiration of April 30, 2002. Absent notification of cancellation by either the
Company or the Hearst Corporation two years before the license's scheduled
expiration, the license agreement is automatically extended for one year on a
rolling annual basis. Any interruption of the Company's access to the Motor
Crash Estimating Guide data could have a material adverse effect on the
Company's business, financial condition and results of operations.
The Company is not engaged in any material disputes with other parties with
respect to the ownership or use of the Company's proprietary technology. The
Company has been previously involved, however, in intellectual property
litigation concerning certain data ownership rights, the resolution of which
resulted in substantial payments by the Company. There can be no assurance that
other parties will not assert technology infringement claims against the Company
in the future. The litigation of such a claim may involve significant expense
and management time. In addition, if any such claim were successful, the Company
could be required to pay monetary damages and may also be required to either
refrain from distributing the infringing product or obtain a license from the
party asserting the claim (which license may not be available on commercially
reasonable terms).
COMPETITION
The market for the Company's products is highly competitive. The Company
competes primarily on product differentiation, customer service and price. The
Company's principal competitors are small divisions of two well capitalized,
multinational firms, Automatic Data Processing ("ADP") and Thomson Publishing
Corporation ("Thomson"). ADP offers both a PC-based collision estimating system
and a total loss product to the insurance industry. It offers a different
collision estimating system and a hardware-based digital imaging system to the
collision repair industry. Thomson publishes crash guides for both the insurance
and automobile collision repair industries and markets collision estimating,
shop management and imaging products. In addition, there are several very small,
collision estimating programs sold into the market which do not use P-page
logic. The Company has experienced steady competitive price pressure,
particularly in the collision estimating market, over the past few years and
expects that trend to continue. The strength of this trend may cause the Company
to alter its mix of services, features and prices.
The Company intends to address competitive price pressures by providing high
quality, feature enhanced products and services to its clients. The Company
intends to continue to develop user-friendly claims products and services
incorporating its comprehensive proprietary inventory of data. The Company
expects that the PATHWAYS workflow manager will provide the necessary position
with its insurance customers to effectively compete against competitive price
pressures.
At times, insurance companies have entered into agreements with service
providers (including ADP, Thomson and CCC) wherein the agreement provides, in
part, that the insurance company will either use the product or service of that
vendor on an exclusive basis or designate the vendor as a preferred provider of
that product or service. If it is an exclusive agreement, the insurance company
mandates that collision repair facilities, independent appraisers and regional
offices use the particular product or service. If the vendor is a preferred
provider, the collision repair facilities, appraisers and regional offices, are
encouraged to use the preferred product, but may still choose another vendor's
product or service. Additionally, some insurance companies mandate that all
products be tested and approved at the companies' national level before regional
levels can purchase such products. The benefits of being an endorsed product or
on the approved list of an insurance company include immediate customer
availability and a head start over competitors who may not be so approved. With
respect to those insurance companies that have endorsed ADP or Thomson, but not
CCC, the Company will be at a competitive disadvantage.
10
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
In connection with the Company's strategy to provide outsourced claims
processing services, the Company will compete with other third-party service
providers, some of whom may have more capital and greater resources than the
Company.
The Company currently processes the majority of insurer-to-collision repair
facility repair assignment and estimate retrieval for DRPs through its EZNET
communications network. The Company believes there is a wide range of
prospective competitors in this service area, many of which have greater
resources than the Company.
EMPLOYEES
As of December 31, 1996, the Company had approximately 950 full-time
employees of whom approximately 180 were employed in sales and marketing
functions (excluding independent collision repair representatives),
approximately 180 were employed in customer support functions, approximately 245
in product development and quality assurance functions, approximately 215 in
operations and approximately 130 in finance and administration. The Company
regularly seeks to identify skilled software engineers and other potential
employee candidates, and has found that competition for personnel in the
software industry is intense. The Company believes its ability to recruit and
retain highly skilled technical and other management personnel will be critical
to execute its business plans. The Company's employees are not represented by
any collective bargaining agreement or organization. The Company believes that
its relationships with its employees are good.
FORWARD-LOOKING STATEMENTS
This Item 1 contains forward-looking statements that involve risks and
uncertainties. When used, the words "anticipate", "believe", "estimate", and
"expect" and similar expressions as they relate to the Company and its
management are intended to identify such forward-looking statements. The
Company's actual results, performance or achievements could differ materially
from the results expressed in, or implied by, such forward-looking statements.
Factors that could affect such results, performance or achievements are set
forth in "Risk Factors" in the final Prospectus filed on August 16, 1996
pursuant to Rule 424(b) in connection with the Company's Registration Statement
on Form S-1 filed with the Securities and Exchange Commission (File Number
333-07287).
ITEM 2. PROPERTIES
The Company's corporate office is located in Chicago, Illinois where the
Company leases approximately 125,000 square feet of a multi-tenant facility
under a lease expiring in November 2008. The Company also leases approximately
84,000 square feet in Glendora, California where a satellite development center
and distribution center are housed, under a lease expiring in August 2000. The
Company is currently negotiating a lease for approximately 30,000 additional
square feet in a Chicago office facility separate from its corporate office.
This new space will house the Company's claims settlement services staff and
enable the use of existing leased space at the Company's corporate office for
additional staff growth, particularly product development and programming staff.
The Company believes that its existing facilities and additional or alternative
space available to it are adequate to meet its requirements for the foreseeable
future.
ITEM 3. LEGAL PROCEEDINGS
In April 1996, the Company completed the settlement of a lawsuit involving
an independent publisher of used car valuation books. The settlement amount
approximated the settlement charge of $4.5 million
11
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
previously recorded in April 1995. In conjunction with the settlement agreement,
the Company received a three year license to the publisher's used car valuation
book data at market rates.
The Company is a party to various claims and routine litigation arising in
the normal course of business. Such claims and litigation are not expected to
have a material adverse effect on the financial condition or results of
operations of the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Common Stock (symbol: CCCG) began trading on the Nasdaq National Market
("Nasdaq") on August 16, 1996. Low and high sales prices of the Common Stock
were as follows:
1996
------------------------
THIRD FOURTH
QUARTER(*) QUARTER
----------- -----------
Low..................................................................... $ 14.00 $ 12.50
High.................................................................... $ 24.00 $ 23.00
- ------------------------
(*) Represents trading activity for the period from August 16, 1996 through
September 30, 1996.
Since the public offering, no dividends have been declared on shares of the
Company's Common Stock and the Company's Board of Directors currently has no
intention to declare such dividends. As of March 7, 1997, there were 23,533,624
shares of Common Stock issued and outstanding. There were 140 stockholders of
record on March 7, 1997, plus an indeterminate number of stockholders that hold
shares of Common Stock in the names of nominees.
12
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
ITEM 6. SELECTED FINANCIAL DATA
YEAR ENDED DECEMBER 31,
---------------------------------------------------------
1996 1995 1994(*) 1993 1992
---------- ---------- ---------- ---------- ---------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
CONSOLIDATED STATEMENT OF OPERATIONS DATA:
Revenues............................................... $ 130,977 $ 115,519 $ 91,917 $ 51,264 $ 45,805
Expenses:
Operating expenses................................... 110,846 104,697 84,094 44,233 41,429
Purchased research and development................... -- -- 13,791 -- --
Loss on lease termination............................ -- -- -- 3,802 --
Litigation settlements............................... -- 4,500 1,750 -- --
---------- ---------- ---------- ---------- ---------
Operating income (loss)................................ 20,131 6,322 (7,718) 3,229 4,376
Equity in loss of Joint Venture........................ -- -- (615) (3,564) (6,713)
Interest expense....................................... (2,562) (5,809) (7,830) (6,945) (9,606)
Other income (expense), net............................ 636 482 316 (311) 232
---------- ---------- ---------- ---------- ---------
Income (loss) from continuing operations
before income taxes.................................. 18,205 995 (15,847) (7,591) (11,711)
Income tax (provision) benefit......................... (2,683) 291 2,688 1,817 4,451
---------- ---------- ---------- ---------- ---------
Income (loss) from continuing operations............... 15,522 1,286 (13,159) (5,774) (7,260)
Income (loss) from discontinued operations,
net of income taxes.................................. -- -- 1,006 (4,357) 409
Extraordinary loss on early retirement of debt, net of
income taxes......................................... (678) -- -- -- --
---------- ---------- ---------- ---------- ---------
Net income (loss)...................................... 14,844 1,286 (12,153) (10,131) (6,851)
Dividends and accretion on mandatorily redeemable
preferred stock...................................... (6,694) (3,003) (1,518) -- --
---------- ---------- ---------- ---------- ---------
Net income (loss) applicable to common stock........... $ 8,150 $ (1,717) $ (13,671) $ (10,131) $ (6,851)
---------- ---------- ---------- ---------- ---------
---------- ---------- ---------- ---------- ---------
PER SHARE DATA:
Income (loss) from:
Continuing operations................................ $ 0.76 $ 0.08 $ (0.99) $ (0.61) $ (0.78)
Discontinued operations.............................. -- -- 0.07 (0.47) 0.04
Extraordinary loss on early retirement of debt, net
of income taxes.................................... (0.03) -- -- -- --
Dividends and accretion on mandatorily redeemable
preferred stock.................................... (0.33) (0.18) (0.11) -- --
---------- ---------- ---------- ---------- ---------
Net income (loss) applicable to common stock........... $ 0.40 $ (0.10) $ (1.03) $ (1.08) $ (0.74)
---------- ---------- ---------- ---------- ---------
---------- ---------- ---------- ---------- ---------
Weighted average common and common equivalent shares
outstanding.......................................... 20,367 17,028 13,241 9,396 9,231
- ------------------------
(*) The Company accounted for its interest in the Joint Venture under the equity
method of accounting prior to acquiring the remaining interest in the Joint
Venture, effective March 30, 1994.
13
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
DECEMBER 31,
----------------------------------------------------------
1996 1995 1994 1993 1992
---------- ---------- ---------- ---------- ----------
(IN THOUSANDS)
CONSOLIDATED BALANCE SHEET DATA:
Cash and marketable securities........................ $ 18,404 $ 3,895 $ 5,702 $ 375 $ 3,756
Working capital....................................... 8,093 (17,953) (15,549) (11,004) 969
Total assets.......................................... 58,268 44,093 52,232 40,058 40,423
Current portion of long-term debt..................... 120 7,660 5,340 7,857 4,522
Long-term debt, excluding current maturities.......... 111 27,220 35,753 56,624 61,585
Mandatorily redeemable preferred stock................ 4,688 34,125 31,122 -- --
Stockholders' equity (deficit)........................ 24,293 (56,420) (54,729) (53,416) (43,291)
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
RESULTS OF CONTINUING OPERATIONS
The Company's results from continuing operations, for the periods indicated,
are set forth below:
YEAR ENDED DECEMBER 31,
----------------------------------
1996 1995 1994
---------- ---------- ----------
(IN THOUSANDS)
Revenues..................................................................... $ 130,977 $ 115,519 $ 91,917
Expenses:
Operating Expenses:
Production and customer support........................................... 31,828 32,261 25,123
Commissions, royalties and licenses....................................... 14,009 11,720 7,153
Selling, general and administrative....................................... 40,653 36,279 33,426
Depreciation and amortization............................................. 7,330 9,572 8,331
Product development and programming....................................... 17,026 14,865 10,061
Purchased research and development.......................................... -- -- 13,791
Litigation settlements...................................................... -- 4,500 1,750
---------- ---------- ----------
Operating income (loss)..................................................... 20,131 6,322 (7,718)
Equity in loss of Joint Venture............................................. -- -- (615)
Interest expense............................................................ (2,562) (5,809) (7,830)
Other income, net........................................................... 636 482 316
---------- ---------- ----------
Income (loss) from continuing operations before income taxes................ 18,205 995 (15,847)
Income tax (provision) benefit.............................................. (2,683) 291 2,688
---------- ---------- ----------
Income (loss) from continuing operations.................................... $ 15,522 $ 1,286 $ (13,159)
---------- ---------- ----------
---------- ---------- ----------
OVERVIEW
The Company is a supplier of automobile claims information and processing,
claims management software and communication services. The Company's customers
include the largest U.S. automobile insurance companies and most of the small to
medium size automobile insurance companies in the country. In addition, the
companies products and services are used by approximately 10,000 collision
repair facilities. The Company's services and products are designed to improve
efficiency, manage costs and increase consumer satisfaction in the management of
automobile claims and restoration.
14
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
The Company sells its products to two primary customer groups: insurance
companies (approximately 69% of revenue in 1996) and collision repair
facilities. In addition, certain Company products and services are aimed at
improving the efficiency of both markets by enabling the two groups to
communicate electronically. The Company's principal products for insurance
companies are its TOTAL LOSS vehicle valuation service, used to estimate the
value of unrepairable vehicles, and its EZEST collision estimating software,
used to estimate the cost of repairing vehicles. The Company also offers
insurers its claims outsourcing service, ACCESS, an integrated appraisal and
restoration management service and access to EZNET, its communications network.
The Company has recently introduced its PATHWAYS workflow management software,
which integrates the Company's information and software products into a total
workflow management solution for insurance field appraisal staffs. The Company's
principal product for collision repair facilities is its EZEST collision
estimating software.
TOTAL LOSS vehicle valuation services are generally obtained through direct
dial-up access to the Company's host-based valuation system and billed to
insurance companies on a per valuation basis or under contract terms that
specify fixed fees for a prescribed number of transactions. Volume discounts
affect pricing. Collision Estimating software subscriptions are billed monthly
in advance. ACCESS services are billed monthly to insurance companies and
collision repair facilities on a per transaction basis. EZNET communication
services are generally priced on a per transaction basis. Monthly subscription
and transaction rates for all products and services are established under
negotiated contracts or pricing agreements. In general, customer account
balances are settled monthly. Under the terms of certain contracts involving
quarterly or annual prepayments, deferred revenues are recorded and subsequently
recognized over the periods in which related revenues are earned.
Customer contracts generally have multi-year terms. A substantial portion of
the Company's revenues were earned under contracts with customers that provide
for exclusivity or specify minimum purchase requirements; most remaining revenue
represented sales to customers that have been doing business with the Company
for many years. Use of multi-year contracts is common practice within the
industry, making it difficult to take customers from competitors during the
contract term.
As a result of debt incurred in connection with the Company's 1988
acquisition of CCC, the Company became highly leveraged. The Company's ability
to invest in new product development and conduct its business in accordance with
its business plan was constrained by limitations imposed by its acquisition
borrowings. The Company formed CCCDC to develop the EZEST collision estimating
software. To finance EZEST development and marketing efforts, the Company relied
on the sale of revenue streams from certain end-user collision estimating
contracts. These contract funding transactions provided essential liquidity
until June 1994, when the Company completed a recapitalization. In connection
with this recapitalization, White River acquired $39 million of Mandatorily
Redeemable Preferred Stock ("Preferred Stock"), and 7,050,840 shares of the
Company's common stock (the "White River Transaction"), and CCC entered into the
1994 bank credit facility. White River immediately sold $1,462,000 of the
Preferred Stock (3.7% of the then-outstanding Preferred Stock) and 264,407
shares of the Common Stock (1.6% of the then-outstanding Common Stock) to two
investment partnerships affiliated with Hambrecht & Quist LLC. In 1994, the
Company acquired the 50% of CCCDC that it did not previously own. Since the
acquisition, the Company has consolidated the accounts of CCCDC.
The Preferred Stock includes certain rights set forth in detail in Notes 12
and 13 to the consolidated financial statements, Mandatorily Redeemable
Preferred Stock and Initial Public Offering of Common Stock, respectively. In
particular, the Series E Preferred Stock permits White River and its affiliates
to cast 51% of the votes to be cast on any matter to be voted on by the holders
of the Company's common stock, subject to reductions in the event that either
the Company redeems part of the outstanding Series E Preferred Stock or White
River and its affiliates no longer hold all of such stock. In addition, under
the
15
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
terms of a Stockholders Agreement among White River and certain stockholders,
including the Company's Chairman (the "Management Stockholders"), the parties
have agreed, subject to fiduciary duties, that White River will vote with the
Management Stockholders regarding defined business combinations and subsequent
offerings of Company common stock.
The principal payment obligations and the restrictive covenants of the 1994
bank credit facility constrained the Company's operating activities through the
first half of 1996. As a result of the payment obligations and restrictive
covenants, the Company did not incur certain operating expenditures and make
certain investments that it otherwise would have made. As a result of these
delayed expenditures, the Company believes that its operating income increased
during the first half of 1996 by between $0.8 million and $1.0 million. The
postponed expenditures to enhance internal functions and capabilities (including
improvements to customer tracking software, additional staff hiring and
training, and certain sales and marketing activities) were made during the
second half of the year.
Depreciation expense includes depreciation attributable to certain software
acquired through the Company's acquisition of UCOP's interest in CCCDC. In the
purchase price allocation for the CCCDC acquisition, $5.2 million was assigned
to purchased software with a two year life, $13.8 million was assigned to
in-process research and development software projects, $6.6 million was assigned
to acquired tangible assets and the balance of $3.7 million was assigned to
goodwill. The amount assigned to in-process research and development was charged
against operating results at the time of the acquisition. As a result of
expiration of the purchased software's two year life as of March 31, 1996,
purchased software depreciation of approximately $2.6 million in 1995 declined
to approximately $0.7 million in 1996.
The Company expenses research and development costs as incurred. The Company
has evaluated the establishment of technological feasibility of its product in
accordance with Statement of Financial Accounting Standard No. 86, "Accounting
for the Costs of Computer Software to be Sold Leased or Otherwise Marketed." The
Company sells its products in a market that is subject to rapid technological
change, new product development and changing customer needs. Accordingly, the
Company has concluded that technological feasibility is not established until
the development stage of the product is nearly complete. The Company defines
technological feasibility as the completion of a working model. The time period
during which costs could be capitalized, from the point of reaching
technological feasibility until the time of general product release, is very
short and, consequently, the amounts that could be capitalized are not material
to the Company's financial position or results of operations. Therefore, the
Company has charged all such costs to research and development in the period
incurred.
The Company believes that its future success depends on its ability to
enhance its current services and products and to develop new services and
products that address the needs of its customers. As a result, the Company has
in the past and intends to continue to commit substantial resources to product
development and programming. Over the past three years ended December 31, 1996
the Company expended approximately $42.0 million for product development and
programming.
The Company had offset the income tax benefit attributable to a portion of
the Company's future income tax deductions with tax valuation allowances because
of the Company's history of operating losses and an inability to project future
taxable income with certainty. This treatment increased the Company's overall
effective income tax rate in the years the deferred income tax valuation
allowances were provided. As a result of the Company's successful public
offering and recently improved operating results, valuation allowances totaling
$4.7 million were released to income in 1996.
Despite its pre-offering accumulated deficit, the Company's net operating
loss carryforwards totaled only $0.3 million. This disparity is attributable to
the lack of tax basis for certain past operating charges. Since inception, the
Company has charged against earnings: (i) goodwill amortization related to
acquired
16
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
businesses in the amount of approximately $37.5 million, (ii) purchased
in-process research and development software projects of approximately $13.8
million and (iii) purchased software amortization of approximately $4.6 million.
The Offering did not result in a change in control for income tax purposes that
would limit the use of the net operating loss carryforwards. In addition, as of
December 31, 1996, the Company had no research or investment tax credit
carryforwards.
RESULTS OF CONTINUING OPERATIONS AS A PERCENTAGE OF REVENUE
The Company's results from continuing operations, as a percentage of revenue
for the periods indicated, are set forth below:
YEAR ENDED DECEMBER 31,
-------------------------------------
1996 1995 1994
----------- ----------- -----------
Revenues.......................................................................... 100.0% 100.0% 100.0%
----- ----- -----
Expenses:
Operating Expenses:
Production and customer support............................................... 24.3 27.9 27.3
Commissions, royalties and licenses........................................... 10.7 10.1 7.8
Selling, general and administrative........................................... 31.0 31.4 36.4
Depreciation and amortization................................................. 5.6 8.3 9.1
Product development and programming........................................... 13.0 12.9 10.9
Purchased research and development.............................................. -- -- 15.0
Litigation settlements.......................................................... -- 3.9 1.9
----- ----- -----
Operating income (loss)........................................................... 15.4 5.5 (8.4)
Equity in loss of Joint Venture................................................... -- -- (0.7)
Interest expense.................................................................. (2.0) (5.0) (8.5)
Other income, net................................................................. 0.5 0.4 0.3
----- ----- -----
Income (loss) from continuing operations before income taxes...................... 13.9 0.9 (17.2)
Income tax (provision) benefit.................................................... (2.0) 0.2 2.9
----- ----- -----
Income (loss) from continuing operations.......................................... 11.9% 1.1% (14.3)%
----- ----- -----
----- ----- -----
1996 COMPARED WITH 1995
For the year ended December 31, 1996, the Company reported net income
applicable to common stock of $8.2 million, or $0.40 per share, versus net loss
of $1.7 million, or $0.10 per share, for the same period last year. Operating
income for the year ended December 31, 1996 of $20.1 million was $13.8 million
higher than the same period last year. A litigation settlement charge of $4.5
million was recorded in the comparable 1995 period.
REVENUES. Revenues for the year ended December 31, 1996 of $131.0 million
were $15.5 million, or 13.4%, higher than the same period last year. The
increase in revenues was due primarily to higher revenues from collision
estimating software licensing, from ACCESS claims services and from TOTAL LOSS
vehicle valuation services. Collision estimating software licensing revenues
increased primarily because of an increase in the number of software licenses,
particularly at collision repair facilities. ACCESS claims services revenues
increased primarily as a result of higher transaction volume. TOTAL LOSS
revenues increased as a result of both higher volume and a slightly higher rate
per transaction.
17
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
PRODUCTION AND CUSTOMER SUPPORT. Production and customer support decreased
from $32.3 million, or 27.9% of revenues, to $31.8 million or 24.3% of revenues,
due primarily to the Company's efforts to reduce selected production costs.
COMMISSIONS, ROYALTIES AND LICENSES. Commission, royalties and licenses
increased from $11.7 million, or 10.1% of revenues, to $14.0 million, or 10.7%
of revenues. The increase as a percent of revenues was due primarily to higher
revenues from collision estimating licensing which generates both a commission
and a data royalty.
SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative
increased from $36.3 million, or 31.4% of revenues, to $40.7 million, but
declined to 31.0% of revenues. The decline as a percentage of revenue primarily
represents the increase in revenues but also reflects the results of the
Company's cost containment programs.
DEPRECIATION AND AMORTIZATION. Depreciation and amortization declined from
$9.6 million, or 8.3% of revenues, to $7.3 million, or 5.6% of revenues. The
decline relates primarily to expiration, as of March 31, 1996, of purchased
software amortization associated with the Company's acquisition of its former
partner's interest in CCCDC.
PRODUCT DEVELOPMENT AND PROGRAMMING. Product development and programming
increased from $14.9 million, or 12.9% of revenues to $17.0 million, or 13.0% of
revenues. The increase was due primarily to an increasing allocation of Company
resources to product development and wage pressure associated with retaining
software engineers.
INTEREST EXPENSE AND INCOME TAXES. Interest expense declined from $5.8
million to $2.6 million due to repayments of long-term debt, including the
substantial debt repayments following the Company's initial public offering of
common stock. The effective income tax rate for the year of 14.7% reflects the
release of deferred income tax valuation allowances totaling $4.7 million. The
decision to release these deferred income tax valuation allowances was based
upon the successful recapitalization of the Company through its initial public
offering and management's increased confidence in predicting the timing and
amount of future taxable income.
1995 COMPARED WITH 1994
REVENUES. Total revenues increased by $23.6 million, or 25.7%. The total
revenue increase includes the effect of consolidating CCCDC for a full year in
1995, versus use of the equity method during the first quarter of 1994 when
CCCDC recorded revenues of $11.4 million. Had CCCDC been consolidated for all of
1994, the 1995 over 1994 revenue increase would have been $13.3 million, or
13.0%. This increase in revenue was primarily attributable to higher revenues
from collision estimating software licensing, from EZNET and from ACCESS claims
services. Collision estimating software licensing revenue increased primarily
because of an increase in the number of software licenses, particularly in the
collision repair facility market. The increase in EZNET revenues was due to
additional EZNET network and recycled part locator transactions, with EZNET at a
slightly higher average price per transaction. The increase in revenues for
ACCESS claims services was due primarily to higher transaction volume. TOTAL
LOSS valuation service revenues were down slightly, reflecting primarily lower
volume. In addition, sales of certain other miscellaneous services and products
were up slightly.
COMMISSIONS, ROYALTIES AND LICENSES. Commissions, royalties and licenses
increased from $7.2 million, or 7.8% of revenues, to $11.7 million, or 10.1% of
revenues. This increase in such expenses as a percent of revenues was due
primarily to a change in the mix of products sold, including higher revenues
18
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
from the licensing of collision estimating software, which generates both a
sales commission and a data royalty. The increase in revenue from licenses of
collision estimating software resulted from higher volume together with the
effect of consolidating CCCDC for all of 1995.
SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative
increased from $33.4 million, or 36.4% of revenues, to $36.3 million, or 31.4%
of revenues. This increase is attributable primarily to higher salaries and
travel expense associated with the Company's sales force. The decline in expense
as a percentage of revenue is due to the increase in revenues, including the
effect on revenues of consolidating CCCDC for all of 1995, and the fixed nature
of certain general and administrative expenses.
DEPRECIATION AND AMORTIZATION. Depreciation and amortization increased from
$8.3 million, or 9.1% of revenues, to $9.6 million, or 8.3% of revenues, due
primarily to the acquisition of CCCDC, effective March 30, 1994. As a result of
the acquisition, purchased software amortization, goodwill amortization and
depreciation expense increased $0.7 million, $0.1 million and $1.1 million,
respectively.
PRODUCT DEVELOPMENT AND PROGRAMMING. Product development and programming
increased from $10.1 million, or 10.9% of revenues, to $14.9 million, or 12.9%
of revenues. The increase was due predominantly to greater investment in product
development, relating in large part to the Company's PATHWAYS software, and wage
pressure associated with hiring and retaining software engineers. The increase
in these expenses as a percent of revenues also reflects the effect of
consolidating CCCDC for all of 1995.
PURCHASED RESEARCH AND DEVELOPMENT. In the CCCDC purchase price allocation,
$13.8 million was assigned to in-process research and development projects. The
amount assigned to in-process research and development software projects was
charged against operating results at the time of the acquisition. See Note 4 to
the Consolidated Financial Statements.
INTEREST EXPENSE AND INCOME TAXES. Interest expense declined from $7.8
million to $5.8 million, due primarily to lower average borrowings outstanding,
reflecting the Company's June 1994 recapitalization, including the White River
Transaction. The income tax benefit attributable to continuing operations
declined from $2.7 million to $0.3 million, due primarily to improvements in
results from continuing operations. See Note 6 to the Consolidated Financial
Statements.
LITIGATION SETTLEMENT. The litigation settlement charge of $4.5 million in
1995 was recorded to provide for resolution of litigation involving a corporate
publisher of used car valuation books. This matter was settled in April 1996,
however, the original settlement charge was sufficient to provide for the
ultimate settlement. In June 1994 litigation involving an independent corporate
provider of guidebook data was settled. Under the settlement agreement the
Company agreed to pay the provider $1.75 million. See Note 16 to the
Consolidated Financial Statements.
LIQUIDITY AND CAPITAL RESOURCES
During the year ended December 31, 1996, net cash provided by operating
activities was $20.3 million, net of contract funding revenue amortization of
$3.3 million. The Company applied $5.6 million, excluding noncash capital
expenditures, to purchase equipment and software and invested $9.0 million in
marketable securities.
On August 21, 1996, the Company completed its initial public offering of
common stock, generating proceeds of $72.1 million, net of underwriters'
discounts and related equity issue costs. Proceeds from the offering of $36.1
million were used to redeem approximately 87% of the Company's mandatorily
redeemable preferred stock at stated value plus accrued dividends. In addition,
proceeds from the offering of
19
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
$28.0 million were used to make principal repayments on long-term debt. The
balance of the Company's principal repayments during the year ended December 31,
1996 was generated from operations.
On August 22, 1996, the Company secured a $20.0 million revolving credit
facility through a new commercial bank. There have been no borrowings under the
new facility. Indebtedness under the new facility would bear interest at either
of two rates as selected by the Company: the London Inter-Bank Offering Rate
("LIBOR") plus 1.5% or the prime rate. Following the offering, the Company's
principal liquidity requirements include its operating activities, including
product development, and its investments in internal and customer capital
equipment.
Under the new bank facility, CCC is, with certain exceptions, prohibited
from making certain sales or transfers of assets, incurring nonpermitted
indebtedness or encumbrances, and redeeming or repurchasing its capital stock,
among other restrictions. In addition, the new bank credit facility also
requires CCC to maintain certain levels of operating cash flow and debt
coverage, and limits CCC's ability to make capital expenditures and investments
and declare dividends.
Management believes that cash flows from operations and the new credit
facility will be sufficient to meet the Company's liquidity needs over the next
12 months. There can be no assurance, however, that the Company will be able to
satisfy its liquidity needs in the future without engaging in financing
activities beyond those described above.
FORWARD-LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995 contains certain safe
harbors regarding forward-looking statements. In that context, the discussion in
this Item 7 contains forward-looking statements which involve certain degrees of
risk and uncertainties, including statements relating to liquidity and capital
resources. Except for the historical information, the matters discussed in this
Item 7 are such forward-looking statements that involve risks and uncertainties,
including, without limitation, the effect of competitive pricing within the
industry, the presence of competitors with greater financial resources than the
Company, the intense competition for top software engineering talent and the
volatile nature of technological change within the automobile claims industry.
Additional factors that could affect the Company's financial condition and
results of operations are included in the Company's Final Prospectus in
connection with the Registration Statement on Form S-1, as amended, filed with
the Securities and Exchange Commission on August 16, 1996, Commission File
Number 333-07287.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements and supplementary data required with respect to
this Item 8 are listed in Item 14(a)(1) and 14(a)(2) included elsewhere in this
filing
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this item is hereby incorporated by reference to
CCC Information Services Group Inc.'s Notice of 1997 Annual Meeting of
Stockholders and Proxy Statement, which was filed with the Securities and
Exchange Commission and provided to stockholders on or about March 14, 1997.
20
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is hereby incorporated by reference to
CCC Information Services Group Inc.'s Notice of 1997 Annual Meeting of
Stockholders and Proxy Statement, which was filed with the Securities and
Exchange Commission and provided to stockholders on or about March 14, 1997.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this item is hereby incorporated by reference to
CCC Information Services Group Inc.'s Notice of 1997 Annual Meeting of
Stockholders and Proxy Statement, which was filed with the Securities and
Exchange Commission and provided to stockholders on or about March 14, 1997.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is hereby incorporated by reference to
CCC Information Services Group Inc.'s Notice of 1997 Annual Meting of
Stockholders and Proxy Statement, which was filed with the Securities and
Exchange Commission and provided to stockholders on or about March 14, 1997.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) Index to Consolidated Financial Statements and Schedules
1. Consolidated Financial Statements
PAGE(S)
---------
Report of Independent Accountants............................................... 22
Consolidated Financial Statements:
Consolidated Statement of Operations.......................................... 23
Consolidated Balance Sheet.................................................... 24
Consolidated Statement of Cash Flow........................................... 25
Consolidated Statement of Stockholders' Equity (Deficit)...................... 26
Notes to Consolidated Financial Statements.................................... 27-41
2. Financial Statement Schedule
Schedule II--Valuation and Qualifying Accounts.................. 42
All other schedules have been omitted because the required information is
included in the financial statements or notes thereto or because they are not
required.
3. Exhibits
Index to Exhibits............................................... 43
(b) Reports on Form 8-K
No reports on Form 8-K were filed by CCC Information Services Group Inc.
during 1996.
21
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholders
of CCC Information Services Group Inc.
In our opinion, the consolidated financial statements listed in the
accompanying index appearing under Item 14(a)1 and (a)2 on page 21 present
fairly, in all material respects, the financial position of CCC Information
Services Group Inc. (formerly known as InfoVest Corporation) (a subsidiary of
White River Ventures, Inc.) and its subsidiaries at December 31, 1996 and 1995,
and the results of their operations and their cash flows for each of the three
years in the period ended December 31, 1996, in conformity with generally
accepted accounting principles. 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 of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
PRICE WATERHOUSE LLP
January 22, 1997
Chicago, Illinois
22
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
(IN THOUSANDS)
YEAR ENDED DECEMBER 31,
----------------------------------
1996 1995 1994
---------- ---------- ----------
Revenues...................................................................... $ 130,977 $ 115,519 $ 91,917
Expenses:
Production and customer support............................................. 31,828 32,261 25,123
Commissions, royalties and licenses......................................... 14,009 11,720 7,153
Selling, general and administrative......................................... 40,653 36,279 33,426
Depreciation and amortization............................................... 7,330 9,572 8,331
Product development and programming......................................... 17,026 14,865 10,061
Purchased research and development.......................................... -- -- 13,791
Litigation settlements...................................................... -- 4,500 1,750
---------- ---------- ----------
Operating income (loss)....................................................... 20,131 6,322 (7,718)
Equity in loss of Joint Venture............................................... -- -- (615)
Interest expense.............................................................. (2,562) (5,809) (7,830)
Other income, net............................................................. 636 482 316
---------- ---------- ----------
Income (loss) from continuing operations before income taxes.................. 18,205 995 (15,847)
Income tax (provision) benefit................................................ (2,683) 291 2,688
---------- ---------- ----------
Income (loss) from continuing operations...................................... 15,522 1,286 (13,159)
Income from discontinued operations, net of income taxes...................... -- -- 1,006
Extraordinary loss on early retirement of debt, net of income taxes........... (678) -- --
---------- ---------- ----------
Net income (loss)............................................................. 14,844 1,286 (12,153)
Dividends and accretion on mandatorily redeemable preferred stock............. (6,694) (3,003) (1,518)
---------- ---------- ----------
Net income (loss) applicable to common stock.................................. $ 8,150 $ (1,717) $ (13,671)
---------- ---------- ----------
---------- ---------- ----------
Income (loss) per common and common equivalent share from:
Continuing operations....................................................... $ 0.76 $ 0.08 $ (0.99)
Discontinued operations..................................................... -- -- 0.07
Extraordinary loss on early retirement of debt, net of income taxes......... (0.03) -- --
Dividends and accretion on mandatorily redeemable preferred stock........... (0.33) (0.18) (0.11)
---------- ---------- ----------
Net income (loss) applicable to common stock.................................. $ 0.40 $ (0.10) $ (1.03)
---------- ---------- ----------
---------- ---------- ----------
Weighted average common and common equivalent shares outstanding.............. 20,367 17,028 13,241
The accompanying notes are an integral part of these consolidated financial
statements.
23
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(IN THOUSANDS)
ASSETS
1996 1995
---------- ----------
Cash...................................................................................... $ 9,403 $ 3,895
Investments in marketable securities...................................................... 9,001 --
Accounts receivable, net.................................................................. 9,772 9,899
Income taxes receivable................................................................... -- 1,079
Other current assets...................................................................... 3,207 2,877
---------- ----------
Total current assets.................................................................... 31,383 17,750
Equipment and purchased software, net of accumulated depreciation
of $20,361 and $23,695 at December 31, 1996 and 1995, respectively...................... 8,088 7,310
Goodwill, net of accumulated amortization of $8,893 and $7,548
at December 31, 1996 and 1995, respectively............................................. 11,230 12,575
Deferred income taxes..................................................................... 6,410 3,810
Other assets.............................................................................. 1,157 2,648
---------- ----------
Total Assets............................................................................ $ 58,268 $ 44,093
---------- ----------
---------- ----------
LIABILITIES, MANDATORILY REDEEMABLE PREFERRED STOCK
AND STOCKHOLDERS' EQUITY (DEFICIT)
Accounts payable and accrued expenses..................................................... $ 15,821 $ 19,652
Income taxes payable...................................................................... 1,517 --
Current portion of long-term debt......................................................... 120 7,660
Deferred revenues......................................................................... 5,709 5,063
Current portion of contract funding....................................................... 123 3,328
---------- ----------
Total current liabilities............................................................... 23,290 35,703
Long-term debt............................................................................ 111 27,220
Contract funding.......................................................................... -- 135
Deferred revenues......................................................................... 1,997 597
Other liabilities......................................................................... 3,889 2,733
Commitments and contingencies (Note 15)
---------- ----------
Total liabilities....................................................................... 29,287 66,388
---------- ----------
Mandatorily redeemable preferred stock ($1.00 par value,
100,000 shares authorized, 4,915 and 39,000 shares designated
and outstanding at December 31, 1996 and 1995, respectively............................. 4,688 34,125
---------- ----------
Common stock ($0.10 par value, 30,000,000 shares authorized,
23,472,355 and 16,316,400 shares issued and outstanding at
December 31, 1996 and 1995, respectively)............................................... 2,347 1,632
Additional paid-in capital................................................................ 84,223 11,679
Accumulated deficit....................................................................... (61,898) (69,519)
Treasury stock, at cost ($0.10 par value, 112,505 and 111,920 shares
in treasury at December 31, 1996 and 1995, respectively)................................ (379) (212)
---------- ----------
Total stockholders' equity (deficit).................................................... 24,293 (56,420)
---------- ----------
Total Liabilities, Mandatorily Redeemable Preferred Stock
and Stockholders' Equity (Deficit).................................................. $ 58,268 $ 44,093
---------- ----------
---------- ----------
The accompanying notes are an integral part of these consolidated financial
statements.
24
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(IN THOUSANDS)
YEAR ENDED DECEMBER 31,
-------------------------------
1996 1995 1994
--------- --------- ---------
Operating Activities:
Net income (loss).............................................................. $ 14,844 $ 1,286 $ (12,153)
Adjustments to reconcile net income (loss) to net cash
provided by (used for) operating activities:
Income from discontinued operations, net of income taxes..................... -- -- (1,006)
Extraordinary loss on early retirement of debt, net of income taxes.......... 678 -- --
Purchased research and development........................................... -- -- 13,791
Equity in loss of Joint Venture.............................................. -- -- 615
Depreciation and amortization of equipment and purchased software............ 5,948 8,154 6,770
Amortization of goodwill..................................................... 1,345 1,346 1,380
Deferred income tax provision (benefit)...................................... (2,600) 1,659 (2,885)
Contract funding proceeds.................................................... -- 149 4,995
Contract funding revenue amortization........................................ (3,340) (10,249) (12,989)
Other, net................................................................... 451 559 560
Changes in:
Accounts receivable, net................................................... 127 (1,272) 185
Other current assets....................................................... (330) 339 853
Other assets............................................................... (58) (149) (21)
Accounts payable and accrued expenses...................................... (3,831) 5,194 (769)
Current income taxes....................................................... 3,371 (961) (827)
Deferred revenues.......................................................... 2,046 1,312 971
Other liabilities.......................................................... 1,604 356 547
--------- --------- ---------
Net cash provided by (used for) operating activities:
Continuing operations.......................................................... 20,255 7,723 17
Discontinued operations, net................................................... -- -- (4,169)
--------- --------- ---------
Net cash provided by (used for) operating activities..................... 20,255 7,723 (4,152)
--------- --------- ---------
Investing Activities:
Purchases of equipment and software............................................ (5,568) (3,003) (5,220)
Purchase of investment securities.............................................. (9,001) -- --
Acquisition of Joint Venture, net of cash acquired............................. -- -- (4,519)
Purchase of Faneuil ISG stock and options...................................... -- -- (530)
Proceeds from sale of discontinued operations, net of expenses................. -- 500 5,728
Other, net..................................................................... 25 48 (643)
--------- --------- ---------
Net cash used for investing activities................................... (14,544) (2,455) (5,184)
--------- --------- ---------
Financing Activities:
Principal payments on long-term debt........................................... (46,740) (11,101) (15,842)
Proceeds from issuance of long-term debt....................................... 10,750 4,000 30,793
Public offering of common stock, net of underwriters' discounts................ 73,795 -- --
Redemption of preferred stock, including accrued dividends..................... (36,131) -- --
Payment of equity and debt issue costs......................................... (2,053) -- (1,802)
Advances from Joint Venture, net............................................... -- -- 1,511
Other, net..................................................................... 176 26 3
--------- --------- ---------
Net cash provided by (used for) financing activities..................... (203) (7,075) 14,663
--------- --------- ---------
Net increase (decrease) in cash.................................................. 5,508 (1,807) 5,327
Cash:
Beginning of period............................................................ 3,895 5,702 375
--------- --------- ---------
End of period.................................................................. $ 9,403 $ 3,895 $ 5,702
--------- --------- ---------
--------- --------- ---------
The accompanying notes are an integral part of these consolidated financial
statements.
25
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
(IN THOUSANDS, EXCEPT NUMBER OF SHARES)
OUTSTANDING
COMMON STOCK TREASURY STOCK TOTAL
---------------------- ADDITIONAL ---------------------- STOCKHOLDERS'
NUMBER OF PAID-IN ACCUMULATED NUMBER OF EQUITY
SHARES PAR VALUE CAPITAL (DEFICIT) SHARES COST (DEFICIT)
----------- --------- ----------- ------------ ----------- --------- ------------
December 31, 1993................... 9,245,720 925 2 (54,131) 111,920 (212) (53,416)
Stock issuance.................... 7,050,840 705 11,652 -- -- -- 12,357
Preferred stock accretion......... -- -- -- (936) -- -- (936)
Preferred stock
dividends accrued............... -- -- -- (582) -- -- (582)
Stock options exercised........... 640 -- 1 -- -- -- 1
Net loss.......................... -- -- -- (12,153) -- -- (12,153)
----------- --------- ----------- ------------ ----------- --------- ------------
December 31, 1994................... 16,297,200 1,630 11,655 (67,802) 111,920 (212) (54,729)
Preferred stock accretion......... -- -- -- (1,931) -- -- (1,931)
Preferred stock
dividends accrued............... -- -- -- (1,072) -- -- (1,072)
Stock options exercised........... 19,200 2 24 -- -- -- 26
Net income........................ -- -- -- 1,286 -- -- 1,286
----------- --------- ----------- ------------ ----------- --------- ------------
December 31, 1995................... 16,316,400 1,632 11,679 (69,519) 111,920 (212) (56,420)
Initial public offering of
common stock, net of
underwriters' discounts
and equity issue costs.......... 6,900,000 690 71,434 -- -- -- 72,124
Preferred stock accretion......... -- -- -- (6,006) -- -- (6,006)
Preferred stock
dividends accrued............... -- -- -- (688) -- -- (688)
Stock options exercised, including
income tax benefit (*).......... 242,355 24 678 -- 14,185 (193) 509
Treasury stock issuance........... 13,600 1 21 -- (13,600) 26 48
Investment security distribution.. -- -- -- (530) -- -- (530)
Other............................. -- -- 411 1 -- -- 412
Net income........................ -- -- -- 14,844 -- -- 14,844
----------- --------- ----------- ------------ ----------- --------- ------------
December 31, 1996................... 23,472,355 $ 2,347 $ 84,223 $ (61,898) 112,505 $ (379) $ 24,293
----------- --------- ----------- ------------ ----------- --------- ------------
----------- --------- ----------- ------------ ----------- --------- ------------
- --------------------------
(*) Note 14--Stock Option Plan contains a table of stock option activity that
reflects 256,540 stock options exercised in 1996. The difference between the
table in Note 14 and the Statement above represents the payment of a portion
of the exercise price and/or income tax obligation arising from the stock
option exercise with mature shares of the Company's common stock. These
shares totaled 14,185 in 1996 and are held in treasury.
The accompanying notes are an integral part of these consolidated financial
statements.
26
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1--DESCRIPTION OF BUSINESSES AND ORGANIZATION
CCC Information Services Group Inc. ("Company") (formerly known as InfoVest
Corporation), through its wholly owned subsidiary CCC Information Services Inc.
("CCC"), is a supplier of automobile claims information and processing, claims
management software and communication services. The Company's services and
products enable automobile insurance company customers and collision repair
facility customers to improve efficiency, manage costs and increase consumer
satisfaction in the management of automobile claims and restoration.
After the disposition of certain subsidiaries, as described in Note 5, and
through April 30, 1995, the Company consisted of two primary operating entities:
CCC and CCC Development Company ("Joint Venture"). The Company acquired its
former partner's 50% interest in the Joint Venture, through the acquisition of
UCOP, Inc. ("UCOP"), effective March 30, 1994. As a result of this acquisition,
in combination with its original 50% interest in the Joint Venture, the Company
acquired a 100% equity ownership interest in the Joint Venture. Prior to its
acquisition of UCOP, the Company accounted for its 50% interest in the Joint
Venture under the equity method. CCC also operates a subsidiary in Canada,
Certified Collateral Corporation of Canada, Ltd.
As of December 31, 1996, White River Ventures, Inc. ("White River") held
approximately 37% of the total outstanding common stock of the Company. White
River is a wholly owned subsidiary of White River Corporation. As a result of
White River's substantial equity interest and 51% voting power, including voting
rights established through its ownership interest in the Company's Series E
Preferred Stock, the Company is a consolidated subsidiary of White River. See
Note 12--Mandatorily Redeemable Preferred Stock and Note 13--Initial Public
Offering of Common Stock.
NOTE 2--SIGNIFICANT ACCOUNTING POLICIES
BASIS OF CONSOLIDATION
The accompanying consolidated financial statements include the accounts of
the Company and its subsidiaries, all of which are currently wholly owned.
REVENUE RECOGNITION
Revenues are recognized as services are provided. Of total Company revenues
in the years 1996, 1995 and 1994, 69%, 70% and 79%, respectively, were
attributable to revenues from insurance companies.
ACCOUNTS RECEIVABLE
Accounts receivable as presented in the accompanying consolidated balance
sheet are net of reserves for customer credits and doubtful accounts. As of
December 31, 1996 and 1995, $1.9 million, and $1.5 million, respectively, have
been applied as a reduction of accounts receivable. Of total accounts
receivable, net of reserves, at December 31, 1996 and 1995, $8.7 million and
$8.4 million, respectively, were due from insurance companies.
INTERNAL SOFTWARE DEVELOPMENT COSTS
The Company expenses research and development costs as incurred. The Company
has evaluated the establishment of technological feasibility of its product in
accordance with SFAS No. 86, "Accounting for
27
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 2--SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
the Costs of Computer Software to be Sold Leased or Otherwise Marketed." The
Company sells its products in a market that is subject to rapid technological
change, new product development and changing customer needs. Accordingly, the
Company has concluded that technological feasibility is not established until
the development stage of the product is nearly complete. The Company defines
technological feasibility as the completion of a working model. The time period
during which costs could be capitalized, from the point of reaching
technological feasibility until the time of general product release, is very
short and, consequently, the amounts that could be capitalized are not material
to the Company's financial position or results of operations. Therefore, the
Company has charged all such costs to research and development in the period
incurred. For the years 1996, 1995 and 1994, research and development costs of
approximately $4.3 million, $3.5 million and $2.8 million, respectively, are
reflected in the accompanying consolidated statement of operations.
EQUIPMENT AND PURCHASED SOFTWARE
Equipment is stated at cost, net of accumulated depreciation. Depreciation
of equipment is provided on a straight-line basis over estimated useful lives
ranging from 2 to 15 years.
Purchased software to be marketed is stated at cost and amortized in
proportion to anticipated future revenues or on a straight-line basis over the
estimated economic life of the purchased software, whichever provides the
greater rate of amortization. In 1996, 1995 and 1994, amortization of purchased
software to be marketed was $0.7 million, $2.6 million and $2.0 million,
respectively.
GOODWILL
The excess of purchase price paid over the estimated fair value of
identifiable tangible and intangible net assets of acquired businesses is
capitalized and amortized on a straight-line basis over periods of 7 or 20
years. Goodwill is periodically reviewed to determine recoverability by
comparing its carrying value to expected undiscounted future cash flows.
DEBT ISSUE COSTS
As of December 31, 1996 and 1995, deferred debt issue costs, net of
accumulated amortization, of $0.4 million and $1.3 million, respectively, were
included in other assets.
CONTRACT FUNDING
Future revenue streams under certain end-user collision estimating contracts
(Contracts) were discounted and sold to various investors. Cash proceeds from a
sold Contract equals the Contract's future revenue stream, discounted at an
annual rate of approximately 14%, less, for certain Contracts, investor reserves
for customer nonperformance under the Contracts. Sales proceeds, which are
remitted directly to the investors in these Contracts, and related interest
expense are recognized in the accompanying consolidated statement of operations
as revenue and interest expense, respectively, over the life of the Contract.
The Company no longer utilizes Contract funding as a financing vehicle.
28
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 2--SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
PER SHARE INFORMATION
Earnings per share are based on the weighted average number of shares of
common stock outstanding and common stock equivalents using the treasury stock
method.
FAIR VALUE OF FINANCIAL INSTRUMENTS
As of December 31, 1996, the carrying amount of the Company's financial
instruments approximates their estimated fair value based upon market prices for
the same or similar type of financial instruments.
PERVASIVENESS OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amount of assets and liabilities and
disclosure of contingent assets and liabilities as of the date of the
consolidated financial statements, and that affect the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from these estimates.
NEW ACCOUNTING PRONOUNCEMENTS
The Company adopted Statement of Financial Accounting Standard ("SFAS") No.
121, "Accounting for Impairment of Long-Lived Assets and for Long-Lived Assets
to be Disposed of" in the first quarter of 1996. This Statement establishes a
new standard for accounting for the impairment of long-lived assets and certain
identifiable intangibles. The adoption of SFAS No. 121 was not material to the
Company's financial position or results of operations.
Effective January 1, 1996, the Company adopted the "disclosure method"
provisions of SFAS No. 123, "Accounting for Stock-Based Compensation," which
became effective January 1, 1996. As permitted by SFAS No. 123, the Company
continues to recognize stock-based compensation costs under the intrinsic
value-based method of accounting as prescribed by Accounting Principles Board
("APB") Opinion No. 25, "Accounting for Stock Issued to Employees."
NOTE 3--NONCASH INVESTING AND FINANCING ACTIVITIES
The Company directly charges accumulated deficit for preferred stock
accretion and preferred stock dividends accrued. During 1996, 1995 and 1994,
these amounts totaled $6.7 million, $3.0 million and $1.5 million, respectively.
In addition to amounts reported as purchases of equipment in the
consolidated statement of cash flows, the Company has directly financed certain
noncash capital expenditures. During 1996, 1995 and 1994, these noncash capital
expenditures totaled $1.3 million, $0.9 million and $0.4 million, respectively.
In June 1994, as part of a reorganization and recapitalization of the
Company, debt and equity issue costs of $1.1 million and $0.5 million,
respectively, were paid on behalf of the Company by its commercial bank.
29
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 4--ACQUISITION OF PARTNER'S INTEREST IN JOINT VENTURE
On March 30, 1994, White River acquired the stock of UCOP. Also on March 30,
1994, the Company entered into a Call Agreement with White River to purchase the
stock of UCOP from White River within 180 days. On May 31, 1994, using cash
generated through a commercial bank bridge loan, the Company completed the
acquisition of UCOP's interest in the Joint Venture by purchasing the stock of
UCOP from White River for $6.9 million.
As of the date of its acquisition, UCOP's only business was its 50%
investment in the Joint Venture. The purchase price of $6.9 million, plus
liabilities assumed of $22.4 million, have been allocated to the estimated fair
value of tangible and intangible assets acquired. In the purchase price
allocation, $5.2 million was assigned to purchased software, $13.8 million was
assigned to in-process research and development software projects, $6.6 million
was assigned to acquired tangible assets and the balance of $3.7 million was
assigned to goodwill. The amount assigned to in-process research and development
was charged against operating results at the time of the acquisition.
NOTE 5--DISCONTINUED OPERATIONS
On August 25, 1994, the Company sold (a) the net operating assets of Credit
Card Service Corporation, which had previously been accounted for as a
discontinued operation and (b) all the capital stock of Original Research II
Corporation (ORC), GIS Information Systems, Inc. (GIS) and Equitel Corporation.
Net cash proceeds from the sale of these businesses totaled $6.2 million. In
conjunction with the sale, the Company acquired, for $530 thousand, a 4.5%
common equity interest and options to purchase additional common stock in
Faneuil ISG, a Canadian Corporation that will conduct the future operations of
these businesses. At December 31, 1995, this investment was carried at cost as a
component of other assets. Final cash proceeds from the sale of $500 thousand
were received from escrow in March of 1995. On June 6, 1996, the Board of
Directors of the Company approved a distribution of the Faneuil ISG investment
to stockholders. In November 1994, the Company completed the planned sale of its
investment in Phone Base Systems Inc. (Phone Base). Both the gain and cash
proceeds from the sale were not material.
Revenues and income from discontinued operations for the year ended December
31, 1994 were as follows:
(IN THOUSANDS)
Revenues...................................................................... $ 25,137
-------
-------
Loss before income taxes...................................................... $ (5,171)
Income tax benefit............................................................ 2,536
-------
Loss from operations.......................................................... (2,635)
-------
Gain on sale.................................................................. 4,650
Income tax provision.......................................................... (1,009)
-------
Net gain on sale.............................................................. 3,641
-------
Income from discontinued operations......................................... $ 1,006
-------
-------
30
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 6--INCOME TAXES
Income taxes applicable to continuing operations consisted of the following
(provision) benefit:
1996 1995 1994
--------- --------- ---------
(IN THOUSANDS)
Current:
Federal...................................................... $ (4,225) $ 1,792 $ (193)
State........................................................ (1,057) 134 73
International................................................ (1) 24 (77)
--------- --------- ---------
Total current.............................................. (5,283) 1,950 (197)
--------- --------- ---------
Deferred:
Federal...................................................... 2,098 (1,668) 1,910
State........................................................ 502 9 975
--------- --------- ---------
Total deferred............................................. 2,600 (1,659) 2,885
--------- --------- ---------
Total income tax (provision) benefit....................... $ (2,683) $ 291 $ 2,688
--------- --------- ---------
--------- --------- ---------
The Company's effective income tax rate applicable to continuing operations
differs from the federal statutory rate as follows:
1996 1995 1994
----------------------- ----------------------- -----------------------
(IN THOUSANDS, EXCEPT %'S)
Federal income tax (provision) benefit at
statutory rate................................ $ (6,190) (34.0)% $ (338) (34.0)% $ 5,388 34.0 %
State and local taxes, net of federal income tax
effect and before valuation allowances........ (924) (5.1) 60 6.0 960 6.1
International taxes............................. (21) (0.1) 12 1.2 (132) (0.8)
Goodwill amortization........................... (471) (2.6) (494) (49.6) (337) (2.1)
Change in valuation allowance................... 4,679 25.7 1,260 126.6 (2,630) (16.6)
Nondeductible expenses.......................... (186) (1.0) (242) (24.3) (48) (--)
Other, net...................................... 430 2.4 33 3.3 (513) (3.6)
--------- ----- --------- ----- --------- -----
Income tax (provision) benefit................ $ (2,683) (14.7)% $ 291 29.2 % $ 2,688 17.0 %
--------- ----- --------- ----- --------- -----
--------- ----- --------- ----- --------- -----
During 1996 and 1994, the Company made income tax payments, net of refunds,
of $1.9 million and $1.6 million, respectively. During 1995, the Company
received income tax refunds, net of payments, of $1.0 million.
31
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 6--INCOME TAXES (CONTINUED)
The approximate income tax effect of each type of temporary difference
giving rise to deferred income tax assets and deferred income tax liabilities
were as follows:
DECEMBER 31,
--------------------
1996 1995
--------- ---------
(IN THOUSANDS)
Deferred income tax assets:
Deferred revenue......................................................... $ 1,893 $ 2,394
Rent..................................................................... 1,363 980
Depreciation and amortization............................................ 997 990
Bad debt expense......................................................... 759 568
Capital loss carryforward................................................ 284 --
Accrued compensation..................................................... 247 1,127
Long-term receivable..................................................... 145 150
Lease termination........................................................ 48 440
Net operating loss carryforward.......................................... 18 110
Litigation settlement.................................................... -- 1,145
Other, net............................................................... 940 1,121
--------- ---------
Subtotal................................................................. 6,694 9,025
Valuation allowance...................................................... (284) (4,963)
--------- ---------
Total deferred income tax asset............................................ 6,410 4,062
--------- ---------
Deferred income tax liabilities:
Purchased software....................................................... -- (252)
--------- ---------
Total deferred income tax liability........................................ -- (252)
--------- ---------
Net deferred income tax asset............................................ $ 6,410 $ 3,810
--------- ---------
--------- ---------
The Company had previously established deferred income tax asset valuation
allowances because of its history of operating losses and an inability to
project future taxable income with certainty. Valuation allowances totaling $4.7
million were released to income in 1996 as a result of the Company's successful
recapitalization, through its public offering of common stock, and its
demonstrated pattern of profitability. The valuation allowance as of December
31, 1996 pertains to the capital loss carryforward.
Net operating loss carryforwards totaled $52 thousand as of December 31,
1996. These net operating loss carryforwards expire in 2005.
Prior to calendar year 1995, the Company's fiscal year-end was April 30. The
Internal Revenue Service (IRS) has examined the Company's income tax returns for
fiscal years 1992 through 1995. The findings must be reported to the Joint
Committee on Taxation before they become final. All Company income tax returns
for fiscal years prior to 1992 are closed to further examination by the IRS.
32
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 7--OTHER CURRENT ASSETS
Other current assets consisted of the following:
DECEMBER 31,
--------------------
1996 1995
--------- ---------
(IN THOUSANDS)
Prepaid data royalties..................................................... $ 1,195 $ 1,138
Prepaid equipment maintenance.............................................. 614 444
Prepaid commissions........................................................ 614 259
Computer inventory......................................................... 210 522
Prepaid insurance.......................................................... 170 56
Other, net................................................................. 404 458
--------- ---------
Total.................................................................... $ 3,207 $ 2,877
--------- ---------
--------- ---------
NOTE 8--EQUIPMENT AND PURCHASED SOFTWARE
Equipment and purchased software consisted of the following:
DECEMBER 31,
----------------------
1996 1995
---------- ----------
(IN THOUSANDS)
Computer equipment.................................................... $ 22,614 $ 19,997
Purchased software, licenses and databases............................ 2,858 8,007
Furniture and other equipment......................................... 2,804 2,814
Leasehold improvements................................................ 173 187
---------- ----------
Total, gross........................................................ 28,449 31,005
Less accumulated depreciation......................................... (20,361) (23,695)
---------- ----------
Total, net.......................................................... $ 8,088 $ 7,310
---------- ----------
---------- ----------
Purchased software, licenses and databases includes software of $5.2 million
acquired through the acquisition of its former partner's interest in the Joint
Venture. As of December 31, 1996, this acquired software had been fully
amortized. As of December 31, 1995 it had a net asset value of $0.7 million.
As of December 31, 1996 and 1995, computer equipment, net of accumulated
depreciation, that is on lease to certain customers under operating leases of
$3.6 million and $2.5 million, respectively, is included in computer equipment.
Future minimum rentals under noncancelable customer leases aggregate
approximately $2.9 million and $1.0 million in years 1997 and 1998,
respectively.
33
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 8--EQUIPMENT AND PURCHASED SOFTWARE (CONTINUED)
Furniture and other equipment includes equipment under capital leases as
follows:
DECEMBER 31,
--------------------
1996 1995
--------- ---------
(IN THOUSANDS)
Capital leases............................................................... $ 574 $ 574
Less accumulated depreciation................................................ (357) (240)
--------- ---------
Total, net................................................................. $ 217 $ 334
--------- ---------
--------- ---------
NOTE 9--GOODWILL
Goodwill consisted of the following:
DECEMBER 31,
--------------------
LIFE 1996 1995
--------- --------- ---------
(IN THOUSANDS)
CCC acquisition (1988)...................................... 20years $ 16,458 $ 16,458
UCOP acquisition (1994)..................................... 7years 3,665 3,665
--------- ---------
Total, gross.............................................. 20,123 20,123
Less accumulated amortization............................... (8,893) (7,548)
--------- ---------
Total, net................................................ $ 11,230 $ 12,575
--------- ---------
--------- ---------
NOTE 10--ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable and accrued expenses consisted of the following:
DECEMBER 31,
--------------------
1996 1995
--------- ---------
(IN THOUSANDS)
Accounts payable........................................................ $ 5,783 $ 5,464
Compensation............................................................ 4,652 2,799
Professional fees....................................................... 1,484 2,586
Sales tax............................................................... 1,283 1,501
Commissions............................................................. 1,162 1,015
Health insurance........................................................ 406 957
Lease termination....................................................... 121 1,136
Litigation settlement................................................... -- 2,956
Other, net.............................................................. 930 1,238
--------- ---------
Total................................................................. $ 15,821 $ 19,652
--------- ---------
--------- ---------
NOTE 11--LONG-TERM DEBT
In August 1996, CCC negotiated a new credit facility with a new commercial
bank to replace its prior bank credit facility. The new credit facility provides
CCC with the ability to borrow up to $20 million under
34
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 11--LONG-TERM DEBT (CONTINUED)
a revolving line of credit for general corporate purposes. The Company
guarantees CCC's obligations under the new credit facility, which is secured by
a lien on the Company's common stock interest in CCC and CCC's assets. The
interest rate under the new bank credit facility is the London Interbank
Offering Rate (LIBOR) plus 1.5% or the prime rate in effect from time to time,
as selected by CCC. When borrowings are outstanding, interest payments are made
monthly. There were no borrowings under the new revolving credit facility during
1996. CCC pays a commitment fee of 0.25% on any unused portion of the revolving
credit facility. The revolving credit facility terminates on October 1, 2001.
Under the new bank facility, CCC is, with certain exceptions, prohibited
from making certain sales or transfers of assets, incurring nonpermitted
indebtedness or encumbrances, and redeeming or repurchasing its capital stock,
among other restrictions. In addition, the new bank credit facility requires CCC
to maintain certain levels of operating cash flow and debt coverage, and limits
CCC's ability to make capital expenditures and investments and declare
dividends.
CCC's prior bank credit facility consisted of a term loan and revolving
credit facility. The average interest rate in effect during the years ended
December 31, 1996 and 1995 for the term loan and revolving credit facility was
8.7% and 8.7%, and 9.2% and 9.0%, respectively. The Company made cash interest
payments of $2.6 million, $4.1 million and $3.3 million during the year ended
December 31, 1996, 1995 and 1994, respectively.
Long-term debt consisted of the following:
DECEMBER 31,
--------------------
1996 1995
--------- ---------
(IN THOUSANDS)
Senior bank term loan..................................................... $ -- $ 25,500
Senior bank revolving credit facility..................................... -- 8,000
Equipment financing obligations........................................... -- 985
Capital lease obligations................................................. 231 395
--------- ---------
Total debt.............................................................. 231 34,880
Due within one year....................................................... (120) (7,660)
--------- ---------
Due after one year........................................................ $ 111 $ 27,220
--------- ---------
--------- ---------
NOTE 12--MANDATORILY REDEEMABLE PREFERRED STOCK
On June 16, 1994, pursuant to a reorganization and recapitalization, the
Company issued: (a) 5,000 shares of its preferred stock, par value $1.00,
designated as Series C Cumulative Redeemable Preferred Stock ("Series C
Preferred Stock"), (b) 34,000 shares of its preferred stock, par value $1.00,
designated as Series D Cumulative Redeemable Preferred Stock ("Series D
Preferred Stock") and (c) 7,050,840 shares of the Company's Common Stock, par
value $0.10, to White River in exchange for the Company's subordinated debt and
Series A, B and C warrants acquired from the original subordinated debtholders
by White River on April 15, 1994. At the date of exchange, the subordinated debt
consisted of a principal balance of $41.7 million and accrued interest of $2.7
million. In recording the exchange, $3.9 million and $25.7 million were assigned
to the Series C and Series D Preferred Stock, respectively. The balance of
35
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 12--MANDATORILY REDEEMABLE PREFERRED STOCK (CONTINUED)
$14.8 million, less certain transaction costs of $2.4 million, was assigned to
common stock and credited to paid-in capital.
As part of the reorganization and recapitalization, the Company and White
River entered into an agreement under which the Company, following receipt of
written notification from White River that the number of shares of the Company's
common stock owned by White River represents less than a majority of the issued
and outstanding shares of common stock of the Company, must issue to White River
500 shares of the Company's preferred stock, par value $1.00, designated as
Series E Cumulative Redeemable Preferred Stock ("Series E Preferred Stock") in
exchange for 500 shares of the Series D Preferred Stock. (Collectively, the
Series C, D and E Preferred Stock are hereinafter referred to as "Preferred
Stock.") The terms of the Series E Preferred Stock and the Series C and D
Preferred Stock are generally the same, except that outstanding shares of the
Series E Preferred Stock carry certain voting rights if they are beneficially
owned by White River or any of its affiliates. In such circumstances, White
River and/or its affiliates that own any shares of Series E Preferred Stock
would be entitled to vote on all matters voted on by holders of the Company's
common stock.
Subject to the pro-ration provisions described below, the number of votes
that each share of Series E Preferred Stock may cast is determined according to
a formula, the effect of which is to cause White River and/or it affiliates to
have 51% of the votes to be cast on any matter to be voted upon by holders of
the Company's common stock, for so long as all of the shares of Series E
Preferred Stock are issued, outstanding and held by White River and/or its
affiliates. To the extent White River also owns shares of the Company's common
stock, such Series E Preferred Stock will only provide an additional voting
percentage that, when added together with the vote from White River's shares of
Company common stock, will provide White River with a maximum of 51% of the
votes. Under the terms of a Stockholders Agreement among White River and certain
stockholders, including the Company's Chairman (the "Management Stockholders"),
the parties have agreed, subject to fiduciary duties, that White River will vote
with the Management Stockholders regarding defined business combinations and
subsequent offerings of Company common stock.
The terms of the Series E Preferred Stock provide for the pro-rata reduction
of Series E Preferred Stock voting power from the voting power established as of
its original issuance, to the extent that outstanding shares of Series E
Preferred Stock are either redeemed by the Company or no longer owned by White
River and/or its affiliates. Outstanding shares of Series E Preferred Stock are
redeemable pro rata with the outstanding shares of Series C and Series D
Preferred Stock.
Through the date of redemption, Preferred Stock dividends have accrued at a
rate of 2.75% per annum. Because the Company completed the required redemption
of Preferred Stock through the use of proceeds from the company's initial public
offering of common stock, Preferred Stock dividends from the date of redemption
through June 16, 1998 have been eliminated. See Note 13--Initial Public Offering
of Common Stock. Beginning June 17, 1998, Preferred Stock dividends, payable
quarterly, accrue at an annual rate of 8%. The Preferred Stock is mandatorily
redeemable, at stated value plus accrued dividends, on June 16, 1999. Prior to
the mandatory redemption date, under the terms of the Preferred Stock, White
River is only required to accept an offer to redeem that is funded through a
public offering of the Company's common stock. If White River should decline a
good faith offer to redeem all or a portion of the Preferred Stock, the dividend
rate on the Preferred Stock subject to the redemption offer shall be reduced
from 8% to 1%.
36
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 12--MANDATORILY REDEEMABLE PREFERRED STOCK (CONTINUED)
During the years ended December 31, 1996, 1995 and 1994, the original
discount on the Preferred Stock accreted $6.0 million, $1.9 million and $0.9
million, respectively, and dividends of $0.7 million, $1.1 million and $0.6
million, respectively, were accrued.
NOTE 13--INITIAL PUBLIC OFFERING OF COMMON STOCK
On June 27, 1996, the Company's Board of Directors authorized the filing of
a registration statement with the Securities and Exchange Commission for an
initial public offering (IPO) of the Company's common stock. In addition, on
August 13, 1996 the Company's Board of Directors authorized a 40 for 1 split of
the common stock of the Company, which was effective August 13, 1996. All
reported share information has been restated to reflect the split. On August 21,
1996, the Company completed its IPO by issuing 6,900,000 shares of common stock,
par value $0.10, at $11.50 per share. Gross proceeds from the IPO of $79.4
million were reduced by Underwriters' discounts of $5.6 million and equity issue
costs of $1.7 million. Proceeds from the IPO were used to repay certain bank
debt and, as required by the terms of the Company's Series C and Series D
Preferred Stock, the Company used 50% of the net proceeds from the IPO to redeem
34,085 shares of outstanding Preferred Stock at its stated value of $34.1
million plus accrued dividends of $2.0 million. As a result of the redemption
and in accordance with the terms of the Preferred Stock, Preferred Stock
dividends from the IPO date through June 16, 1998 have been eliminated.
As a result of the IPO, White River's common equity ownership percentage was
reduced from approximately 52% to approximately 37%. On August 23, 1996, White
River informed the Company of its intention to exchange 500 shares of Series D
Preferred Stock for 500 shares of the Company's Series E Preferred Stock.
Pursuant to the request from White River, the Company issued 500 Shares of
Series E Preferred Stock in exchange for 500 Shares of Series D Preferred Stock.
At December 31, 1996, 630 Shares of Series C Preferred Stock, 3,785 Shares
of Series D Preferred Stock and 500 Shares of Series E Preferred Stock are
issued and outstanding.
NOTE 14--STOCK OPTION PLAN
In May 1988, the Company's Board of Directors adopted a nonqualified stock
option plan (the "1988 Plan"). Under the 1988 Plan, as amended in 1992, options
may be granted at a per share price of not less than the greater of $1.375 or
the fair market value as of the date of grant, as determined by the Compensation
Committee of the Board of Directors (Committee). Options are generally
exercisable within 5 years from the date of grant, subject to vesting schedules
determined at the discretion of the Committee. In general, however, option
grants vest over 4 years. As a result of the Company's June 1994 reorganization
and recapitalization, under an agreement with White River, the number of
incremental options that may be granted under the 1988 Plan subsequent to June
16, 1994 was limited to 3% of outstanding stock on June 16, 1994 or 488,880
shares. Including these incremental options, 2,956,040 total options were
available under the plan to be granted. No additional options can be granted
under the 1988 Plan. The Company's Board of Directors has approved a new stock
option plan that, if approved by the Company's shareholders, would provide for
the granting to employees of up to 675,800 new options to purchase Company
common stock.
37
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 14--STOCK OPTION PLAN (CONTINUED)
Option activity during 1996, 1995 and 1994 is summarized below:
1996 1995 1994
----------------------- ----------------------- -----------------------
WEIGHTED WEIGHTED WEIGHTED
AVERAGE AVERAGE AVERAGE
SHARES PRICE SHARES PRICE SHARES PRICE
---------- ----------- ---------- ----------- ---------- -----------
Options Outstanding:
Beginning of year........................ 2,956,040 $ 1.93 2,193,079 $ 1.40 2,312,453 $ 1.46
Granted.................................. 409,280 11.20 1,247,521 2.64 269,680 1.38
Exercised (*)............................ (256,540) 1.43 (19,200) 1.38 (640) 1.38
Surrendered or terminated................ (428,841) 2.47 (465,360) 1.39 (388,414) 1.75
---------- ----------- ---------- ----- ---------- -----
End of year............................ 2,679,939 $ 3.29 2,956,040 $ 1.93 2,193,079 1.40
---------- ----------- ---------- ----- ---------- -----
---------- ----------- ---------- ----- ---------- -----
Options exercisable at year-end............ 1,764,774 $ 2.11 1,694,999 $ 1.60 1,643,303 $ 1.43
---------- ----------- ---------- ----- ---------- -----
---------- ----------- ---------- ----- ---------- -----
Weighted-average fair value of options
granted during the year.................. $ 11.20 $ 2.65 $ 1.38
---------- ---------- ----------
---------- ---------- ----------
- ------------------------
(*) In 1996, the number of options exercised in the accompanying consolidated
statement of stockholders' equity (deficit) is net of shares tendered by
employees as payment of the stock exercise price and related income taxes.
Shares tendered to the Company, which are held in treasury, totaled 14,185
in 1996.
The next table summarizes information about fixed stock options outstanding
at December 31, 1996:
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
--------------------------------------------- -----------------------
WEIGHTED WEIGHTED
WEIGHTED AVERAGE AVERAGE AVERAGE
NUMBER REMAINING EXERCISE NUMBER EXERCISE
RANGE OF EXERCISE PRICES OUTSTANDING CONTRACTUAL LIFE PRICE EXERCISABLE PRICE
- ------------------------------------------------ ----------- ------------------- ----------- ---------- -----------
$ 1.38 to $ 1.38................................ 1,402,518 1.81 $ 1.38 1,306,526 $ 1.38
$ 1.75 to $ 2.88................................ 580,821 3.06 $ 1.87 260,392 $ 1.96
$ 4.38 to $ 4.38................................ 292,680 3.95 $ 4.38 117,072 $ 4.38
$11.20 to $11.20................................ 403,920 4.49 $ 11.20 80,784 $ 11.20
----------- ----------
$ 1.38 to $11.20................................ 2,679,939 2.72 $ 3.29 1,764,774 $ 2.11
----------- ----------
----------- ----------
The fair value of each option grant was estimated on the date of grant using
the Black-Scholes option pricing model. The principal determinants of option
pricing are: fair market value of the Company's common stock at the date of
grant, expected volatility, risk-free interest rate, expected option lives and
dividend yields. Weighted average assumptions employed by the Company for 1996
and 1995, respectively, were: expected volatility of 30% and 31%; and a
risk-free interest rate of 6.5% and 6.4%. In addition, the Company assumed an
expected option life of 4.5 years and no dividend yield in both years.
The Company applies APB Opinion 25 in accounting for its fixed stock option
plan and, accordingly, has not recognized compensation cost in the accompanying
consolidated statement of operations. Had compensation cost been recognized
based on fair value as of the grant dates as defined in SFAS No. 123,
38
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 14--STOCK OPTION PLAN (CONTINUED)
the Company's net income (loss) applicable to common stock and related per share
amounts would have been reduced as indicated below:
1996 1995
--------- ---------
(IN THOUSANDS,
EXCEPT
PER SHARE DATA)
Net income (loss) applicable to common stock:
As reported.......................................................... $ 8,150 $ (1,717)
Pro forma............................................................ $ 7,864 $ (2,019)
Per share net income (loss) applicable to common stock:
As reported.......................................................... $ 0.40 $ (0.10)
Pro forma............................................................ $ 0.39 $ (0.12)
The effects of applying SFAS No. 123 in the above pro forma disclosures are
not indicative of future amounts as they do not include the effects of awards
granted prior to 1995, some of which would have had income statement effects in
1996 and 1995 due to the four-year vesting period associated with the fixed
stock option awards. Additionally, future amounts are likely to be affected by
the number of grants awarded since additional awards are generally expected to
be made at varying amounts.
NOTE 15--COMMITMENTS AND CONTINGENCIES
The Company leases facilities, computers, telecommunications and office
equipment under the terms of noncancelable operating lease agreements which
expire at various dates through 2008. As of December 31, 1996, future minimum
cash lease payments were as follows:
(IN THOUSANDS)
1997.......................................................................... $ 2,848
1998.......................................................................... 3,186
1999.......................................................................... 3,484
2000.......................................................................... 2,509
2001.......................................................................... 2,042
Thereafter.................................................................... 16,490
-------
Total....................................................................... $ 30,559
-------
-------
During 1996, 1995 and 1994, operating lease expense was $3.2 million, $2.9
million and $3.2 million, respectively.
In conjunction with the sale of the Faneuil Group, CCC entered into a
contract with GIS Information systems, Inc. ("GIS"), under which GIS is to
provide certain computer services to CCC through June 1999 at approximately
market rates. The contract prescribes that CCC make minimum payments to GIS
through June 1997 and provides an option under which CCC can elect to extend the
contract for certain services through June 1999. As of December 31, 1996, future
minimum payments due GIS in 1997 totaled $1.1 million. During 1996, 1995 and
1994, CCC incurred charges from GIS for computer services of $3.6 million, $3.2
million and $3.7 million, respectively.
39
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 16--LEGAL PROCEEDINGS
In April 1995, the Company recorded a litigation settlement charge of $4.5
million in connection with the litigation involving an independent corporate
publisher of used car valuation books. In December 1995, substantive settlement
discussions were held. As a result of those discussions, the parties
conditionally agreed to a settlement structure that would resolve all
outstanding disputes. All conditions precedent to the settlement agreement were
satisfied in 1996. As a result, all issues arising out of the litigation between
the parties have been fully and completely settled and each civil action had
been dismissed with prejudice. The settlement amount approximated the settlement
charge previously recorded. In conjunction with the settlement agreement, the
Company received a three year license to the publisher's used car valuation book
data at market rates.
On June 10, 1994, the litigation involving an independent corporate provider
of guidebook data was settled. In this matter, the plaintiff alleged copyright
infringement, among other things. Under the settlement agreement CCC paid the
plaintiff $1.75 million. The parties also entered into a five year agreement
under which CCC is licensing the guidebook data at market rates. The settlement
charge is reported under litigation settlements in the accompanying consolidated
statement of operations for the year ended December 31, 1994.
The Company is a party to various other legal proceedings in the ordinary
course of business. The Company believes that the ultimate resolution of these
other matters will not have a material effect on the Company's financial
position.
NOTE 17--SUMMARIZED QUARTERLY OPERATING RESULTS (UNAUDITED)
The following table sets forth unaudited consolidated statements of
operations for the quarters in the years ended December 31, 1996 and 1995. These
quarterly statements of operations have been prepared on a basis consistent with
the audited financial statements. They include all adjustments, consisting only
of normal recurring adjustments, necessary for a fair presentation of the
quarterly results of operations, when such results are read in conjunction with
the audited consolidated financial statements and the notes thereto. The
operating results for any quarter are not necessarily indicative of results for
any future period.
40
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 17--SUMMARIZED QUARTERLY OPERATING RESULTS (UNAUDITED) (CONTINUED)
1996 1995
------------------------------------------ ------------------------------------------
FIRST SECOND THIRD FOURTH FIRST SECOND THIRD FOURTH
--------- --------- --------- --------- --------- --------- --------- ---------
Revenues.............................. $ 31,369 $ 31,956 $ 32,602 $ 35,050 $ 28,012 $ 28,612 $ 28,817 $ 30,078
Expenses:
Operating expenses.................. 27,031 26,241 27,235 30,339 25,106 26,401 26,394 26,796
Litigation settlements(*)........... -- -- -- -- -- 4,500 -- --
--------- --------- --------- --------- --------- --------- --------- ---------
Operating income (loss)............... 4,338 5,715 5,367 4,711 2,906 (2,289) 2,423 3,282
Interest expense...................... (1,032) (950) (526) (54) (1,610) (1,500) (1,422) (1,277)
Other income, net..................... 53 240 169 174 82 251 68 81
--------- --------- --------- --------- --------- --------- --------- ---------
Income (loss) from continuing
operations before income taxes...... 3,359 5,005 5,010 4,831 1,378 (3,538) 1,069 2,086
Income tax (provision) benefit........ (775) (898) (292) (718) (511) 1,564 (243) (519)
--------- --------- --------- --------- --------- --------- --------- ---------
Income (loss) from continuing
operations.......................... 2,584 4,107 4,718 4,113 867 (1,974) 826 1,567
Extraordinary loss on early retirement
of debt, net of income taxes........ -- -- (678) -- -- -- -- --
--------- --------- --------- --------- --------- --------- --------- ---------
Net income (loss)..................... 2,584 4,107 4,040 4,113 867 (1,974) 826 1,567
Dividends and accretion on mandatorily
redeemable preferred stock.......... (793) (811) (5,003) (87) (715) (740) (765) (783)
--------- --------- --------- --------- --------- --------- --------- ---------
Net income (loss) applicable to common
stock............................... $ 1,791 $ 3,296 $ (963) $ 4,026 $ 152 $ (2,714) $ 61 $ 784
--------- --------- --------- --------- --------- --------- --------- ---------
--------- --------- --------- --------- --------- --------- --------- ---------
Income (loss) per common and common
equivalent share from:
Continuing operations................. $ 0.15 $ 0.23 $ 0.22 $ 0.16 $ 0.05 $ (0.12) $ 0.05 $ 0.09
Extraordinary loss on early retirement
of debt, net of income taxes........ -- -- (0.03) -- -- -- -- --
Dividends and accretion on mandatorily
redeemable preferred stock.......... (0.05) (0.04) (0.24) -- (0.04) (0.04) (0.05) (0.04)
--------- --------- --------- --------- --------- --------- --------- ---------
Net income (loss) applicable to common
stock............................... $ 0.10 $ 0.19 $ (0.05) $ 0.16 $ 0.01 $ (0.16) $ (--) $ 0.05
--------- --------- --------- --------- --------- --------- --------- ---------
--------- --------- --------- --------- --------- --------- --------- ---------
Weighted average common and common
equivalent shares outstanding....... 17,618 17,757 21,270 24,765 16,523 16,691 17,017 17,299
- --------------------------
(*) See Note 16--Legal Proceedings.
41
CCC INFORMATION SERVICES GROUP, INC.
AND SUBSIDIARIES
SUPPLEMENTAL FINANCIAL STATEMENT SCHEDULES
SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
(IN THOUSANDS)
BALANCE AT CHARGED TO CHARGED TO BALANCE AT
BEGINNING COSTS AND OTHER END OF
DESCRIPTION OF PERIOD EXPENSES ACCOUNTS DEDUCTIONS PERIOD
- -------------------------------------------------- ----------- ----------- ------------- ------------ -----------
1994 Allowance for Doubtful Accounts.............. $ 260 $ 727 $ 497(a) $ (541)(b) $ 943
1995 Allowance for Doubtful Accounts.............. 943 2,257 -- (1,735)(b) 1,465
1996 Allowance for Doubtful Accounts.............. 1,465 3,781 -- (3,300)(b) 1,946
1994 Deferred Income Tax Valuation Allowance...... 3,550 1,701 972(a) -- 6,223
1995 Deferred Income Tax Valuation Allowance...... 6,223 -- -- (1,260)(c) 4,963
1996 Deferred Income Tax Valuation Allowance...... 4,963 -- -- (4,679)(c) 284
- ------------------------
(a) Purchase of remaining 50% in the Joint Venture, effective March 30, 1994.
(b) Accounts receivable write-offs, net of recoveries.
(c) Reversal of deferred tax valuation allowances.
42
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
EXHIBIT INDEX
3.1 Amended and Restated Certificate of Incorporation
3.2 Amended and Restated Bylaws
4.2 Stockholders' Agreement (incorporated herein by reference to Exhibit 4.2 of the
Company's Registration Statement on Form S-1, Commission File Number 333-07287)
10.1 Credit Facility Agreement between CCC Information Services Inc., Signet Bank and the
other financial institutions party thereto
10.2 Motor Crash Estimating Guide Data License (incorporated herein by reference to
Exhibit 10.2 of the Company's Registration Statement on Form S-1, Commission File
Number 333-07287)
10.3 Stock Option Plan
11 Statement Re: Computation of Per Share Earnings
23 Consent of Price Waterhouse LLP
27 Financial Data Schedule
43
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: March 7, 1997 CCC Information Services Group Inc.
By: /s/ DAVID M. PHILLIPS
------------------------------------
Name: David M. Phillips
Title: Chairman, President and Chief
Executive Officer
By: /s/ LEONARD L. CIARROCCHI
------------------------------------
Name: Leonard L. Ciarrocchi
Title: Executive Vice President and Chief
Financial Officer
By: /s/ DONALD J. HALLAGAN
------------------------------------
Name: Donald J. Hallagan
Title: Vice President, Controller and Chief
Accounting Officer
44
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
DIRECTORS John J. Byrne
Chairman, President and
Chief Executive Officer
Fund American Enterprise Holdings, Inc.
Morgan W. Davis
President and Chief Executive Officer
White Mountain Insurance Company
Thomas L. Kempner
Chairman and Chief Executive Officer
Loeb Partners Corporation
Gordon S. Macklin
Chairman
White River Corporation
Robert T. Marto
President and Chief Executive Officer
White River Corporation
David M. Phillips
Chairman, President and
Chief Executive Officer
Michael R. Stanfield
Managing Director
Loeb Partners Corporation
EXECUTIVE OFFICERS David M. Phillips
Chairman, President and
Chief Executive Officer
J. Laurence Costin Jr.
Vice Chairman
Githesh Ramamurthy
Chief Technology Officer and
President -- Insurance Division
John Buckner
President -- Automotive Services Division
Blaine R. Ornburg
Executive Vice President --
New Market Development
Leonard L. Ciarrocchi
Executive Vice President --
Chief Financial Officer
Donald J. Hallagan
Vice President, Controller --
Chief Accounting Officer
45
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
CORPORATE INFORMATION
CORPORATE OFFICE ANNUAL MEETING
World Trade Center Chicago The 1997 Annual Meeting of Stockholders will
444 Merchandise Mart be held on April 15, 1997 at The Fairmont
Chicago, Illinois 60654 Hotel, 200 Columbus Drive, Chicago, Illinois
(312) 222-4636 60601 at 10:00 a.m.
TRANSFER AGENT REGISTRAR FOR COMMON STOCK INDEPENDENT ACCOUNTANTS
Harris Trust and Savings Bank Price Waterhouse LLP
Shareholder Communications 200 East Randolph Drive
P.O. Box A3504 Chicago, Illinois 60601
Chicago, Illinois 60690-3504 STOCKHOLDER AND INVESTMENT
(312)-360-5213 COMMUNITY INQUIRIES
(312)-461-5633 (TDD) Written inquiries should be sent to the Chief
STOCKHOLDER SERVICES Financial Officer at the Company's corporate
You should deal with the Transfer Agent for office.
the stockholder services listed below: ADDITIONAL INFORMATION
Change of Mailing Address This Annual Report on Form 10-K provides all
Consolidation of Multiple Accounts annual information filed with the Securities
Elimination of Duplicate Report Mailings and Exchange Commission, except for exhibits.
Lost or Stolen Certificates A listing of exhibits appears on page 43 of
Transfer Requirements this Form 10-K. Copies of exhibits will be
Duplicate 1099 Forms provided upon request for a nominal charge.
Please be prepared to provide your tax Written requests should be directed to the
identification or social security number, Investor Relations Department at the
description of securities and address of Company's corporate office.
record.
STOCK LISTING AND TRADING SYMBOL
The Company's common stock is listed on the
Nasdaq National Market System. The trading
symbol is CCCG.
46