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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2003
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 000-28600
CCC INFORMATION SERVICES GROUP INC.
(Exact name of registrant as specified in its charter)
DELAWARE 54-1242469
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
WORLD TRADE CENTER CHICAGO
444 MERCHANDISE MART
CHICAGO, ILLINOIS 60654
(Address of principal executive offices, including zip code)
(312) 222-4636
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No __
Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes X No __
As of August 6, 2003, 26,244,633 shares of CCC Information Services Group
Inc. common stock, par value $0.10 per share, were outstanding.
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION PAGE
Item 1. Financial Statements (Unaudited)
Consolidated Interim Statements of Operations 1
Consolidated Interim Balance Sheets 2
Consolidated Interim Statements of Cash Flows 3
Notes to Consolidated Interim Financial Statements 4
Management's Discussion and Analysis of Financial Condition and 12
Item 2. Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk 20
Item 4. Controls and Procedures 21
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 21
Item 2. Changes in Securities and Use of Proceeds 22
Item 3. Defaults Upon Senior Securities 22
Item 4. Submission of Matters to a Vote of Security Holders 22
Item 5. Other Information 22
Item 6. Exhibits and Reports on Form 8-K 22
SIGNATURES 23
EXHIBIT INDEX E-1
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------------------------------
2003 2002 2003 2002
------------------------------------------
Revenues. . . . . . . . . . . . . . . . . . . . . $ 48,097 $ 48,178 $ 95,829 $ 95,678
Expenses:
Production and customer support. . . . . . . . . 7,754 7,564 15,098 14,710
Commissions, royalties and licenses. . . . . . . 3,013 2,528 5,430 4,991
Selling, general and administrative. . . . . . . 17,150 19,558 35,716 38,735
Depreciation and amortization. . . . . . . . . . 2,014 2,434 3,944 4,852
Product development and programming. . . . . . . 8,156 6,894 15,852 13,980
Restructuring charges. . . . . . . . . . . . . . 1,061 - 1,061 -
------------------------------------------
Total operating expenses. . . . . . . . . . . . . 39,148 38,978 77,101 77,268
Operating income. . . . . . . . . . . . . . . . . 8,949 9,200 18,728 18,410
Interest expense. . . . . . . . . . . . . . . . . (165) (168) (387) (396)
Other income (expense), net . . . . . . . . . . . 67 (7) 156 210
CCC Capital Trust minority interest expense . . . - (461) - (909)
Equity in income (loss) of ChoiceParts investment 12 (50) 6 (342)
------------------------------------------
Income before income taxes. . . . . . . . . . . . 8,863 8,514 18,503 16,973
Income tax provision. . . . . . . . . . . . . . . (3,369) (3,218) (7,038) (6,461)
------------------------------------------
Net income. . . . . . . . . . . . . . . . . . . . $ 5,494 $ 5,296 $ 11,465 $ 10,512
==========================================
PER SHARE DATA:
Income per common share:
Basic. . . . . . . . . . . . . . . . . . . . . . $ 0.21 $ 0.21 $ 0.44 $ 0.41
==========================================
Diluted. . . . . . . . . . . . . . . . . . . . . $ 0.20 $ 0.20 $ 0.41 $ 0.40
==========================================
Weighted average shares outstanding:
Basic. . . . . . . . . . . . . . . . . . . . . . 26,224 25,826 26,187 25,763
Diluted. . . . . . . . . . . . . . . . . . . . . 27,630 26,767 27,682 26,468
The accompanying notes are an integral part of these consolidated financial
statements.
1
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
CONSOLIDATED INTERIM BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
(UNAUDITED)
JUNE 30, DECEMBER 31,
2003 2002
-------------------------
ASSETS
Cash and cash equivalents. . . . . . . . . . . . . . . . . . . . . . . . . . . $ 14,819 $ 20,200
Accounts receivable (net of allowances of $2,115 and $2,313 at June 30, 2003
and December 31, 2002, respectively). . . . . . . . . . . . . . . . . . . . 11,914 10,281
Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,961 8,499
-------------------------
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35,694 38,980
Property and equipment (net of accumulated depreciation of $33,477 and
$29,815 at June 30, 2003 and December 31, 2002, respectively) . . . . . . . 10,770 12,407
Intangible assets (net of accumulated amortization of $286 at June 30, 2003). 2,581 -
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,520 4,896
Deferred income taxes (net of valuation allowance of $11,599 at June 30, 2003
and December 31, 2002). . . . . . . . . . . . . . . . . . . . . . . . . . . 10,095 10,454
Investments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 292 479
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 471 627
-------------------------
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 75,423 $ 67,843
=========================
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5,847 $ 8,424
Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,670 25,441
Income taxes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,202 2,568
Current portion of deferred revenues . . . . . . . . . . . . . . . . . . . . . 8,443 6,503
Other current liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . 349 488
-------------------------
Total current liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . 36,511 43,424
Deferred revenues. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 13
Other liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,428 3,222
-------------------------
Total liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39,943 46,659
-------------------------
Common stock ($0.10 par value, 40,000,000 shares authorized, 26,244,633 and
26,074,889 shares outstanding at June 30, 2003 and December 31, 2002,
respectively) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,022 3,005
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . 130,074 128,766
Accumulated deficit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (51,413) (62,878)
Notes receivable from officer. . . . . . . . . . . . . . . . . . . . . . . . . - (1,506)
Treasury stock, at cost (4,094,665 common shares in treasury at
June 30, 2003 and December 31, 2002). . . . . . . . . . . . . . . . . . . . (46,203) (46,203)
-------------------------
Total stockholders' equity . . . . . . . . . . . . . . . . . . . . . . . . . . 35,480 21,184
-------------------------
Total liabilities and stockholders' equity . . . . . . . . . . . . . . . . . . $ 75,423 $ 67,843
=========================
The accompanying notes are an integral part of these consolidated financial
statements
2
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(IN THOUSANDS)
SIX MONTHS ENDED JUNE 30,
2003 2002
------------------------
Operating Activities:
Net income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 11,465 $ 10,512
Adjustments to reconcile net income to net cash
provided by operating activities:
Restructuring charges . . . . . . . . . . . . . . . . . . . . . . . . 1,061 -
Equity in net (income) loss of ChoiceParts. . . . . . . . . . . . . . (6) 342
Depreciation and amortization of property and equipment . . . . . . . 3,658 4,852
Amortization of intangible assets . . . . . . . . . . . . . . . . . . 286 -
CCC Capital Trust minority interest expense . . . . . . . . . . . . . - 909
Deferred income tax provision . . . . . . . . . . . . . . . . . . . . 359 12,745
Other, net. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65 344
Changes in:
Accounts receivable, net. . . . . . . . . . . . . . . . . . . . . . . (574) (1,306)
Income tax receivable . . . . . . . . . . . . . . . . . . . . . . . . 255 (13,103)
Other current assets. . . . . . . . . . . . . . . . . . . . . . . . . (713) 260
Other assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 156 (519)
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . (2,607) 321
Accrued expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . (6,744) (5,572)
Income taxes payable. . . . . . . . . . . . . . . . . . . . . . . . . 853 2,220
Other current liabilities . . . . . . . . . . . . . . . . . . . . . . (62) (1,136)
Current portion of deferred revenues. . . . . . . . . . . . . . . . . 729 (178)
Deferred revenues . . . . . . . . . . . . . . . . . . . . . . . . . . (9) -
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . (725) -
-----------------------
Net cash provided by (used for) operating activities:
Continuing operations . . . . . . . . . . . . . . . . . . . . . . . . 7,447 10,691
Discontinued operations . . . . . . . . . . . . . . . . . . . . . . . - (61)
-----------------------
Net cash provided by operating activities . . . . . . . . . . . . . . . . 7,447 10,630
-----------------------
Investing Activities:
Capital expenditures. . . . . . . . . . . . . . . . . . . . . . . . . (1,939) (4,334)
Investment in affiliates. . . . . . . . . . . . . . . . . . . . . . . - (275)
Acquisition of Comp-Est, Inc. . . . . . . . . . . . . . . . . . . . . (13,205) -
-----------------------
Net cash used for investing activities. . . . . . . . . . . . . . . . . . (15,144) (4,609)
-----------------------
Financing Activities:
Principal repayments on long-term debt. . . . . . . . . . . . . . . . - (28,500)
Proceeds from borrowings on long-term debt. . . . . . . . . . . . . . - 22,000
Proceeds from exercise of stock options . . . . . . . . . . . . . . . 855 1,089
Proceeds from employee stock purchase plan. . . . . . . . . . . . . . 190 194
Payment of principal and interest on notes receivable from officer. . 1,506 -
CCC Capital Trust note interest payment . . . . . . . . . . . . . . . - (365)
Principal repayments of capital lease obligations . . . . . . . . . . (235) (203)
Principal repayments on short term note . . . . . . . . . . . . . . . - (234)
-----------------------
Net cash provided by (used for) financing activities. . . . . . . . . . . 2,316 (6,019)
-----------------------
Net increase (decrease) in cash and cash equivalents. . . . . . . . . . . (5,381) 2
Cash and cash equivalents:
Beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . 20,200 766
-----------------------
End of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 14,819 $ 768
=======================
Supplemental Disclosure:
Cash paid:
Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 123 199
Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,572 4,600
The accompanying notes are an integral part of these consolidated financial
statements.
3
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - DESCRIPTION OF BUSINESS AND ORGANIZATION
CCC Information Services Group Inc. ("CCCG"), incorporated in Delaware in
1983 and headquartered in Chicago, Illinois, is a holding company, which
operates through its wholly-owned subsidiary, CCC Information Services Inc.
("CCC" and together with CCCG, collectively referred to as the "Company" or
"we"). We employed 866 full-time employees at June 30, 2003, compared to 840 at
this time in 2002. We automate the process of evaluating and settling automobile
claims, which allows our customers to integrate estimate information, labor
time and cost, recycled parts and various other calculations derived from our
extensive databases, electronic images, documents and related information into
organized electronic workfiles. We develop, market and supply a variety of
automobile claim products and services which enable customers in the automobile
claims industry, including automobile insurance companies, collision repair
facilities, independent appraisers and automobile dealers, to manage the
automobile claims and vehicle restoration process. Our principal products and
services are Pathways collision estimating software, which provides our
customers with access to various automobile information databases and claims
management software and CCC Valuescope Claim Services (formerly known as our
Total Loss Valuation Service).
As of June 30, 2003, White River Ventures Inc. ("White River") held
approximately 33% of our outstanding common stock. In June 1998, White River
Corporation, the sole shareholder of White River, was acquired by Demeter
Holdings Corporation, which is solely controlled by the President and Fellows of
Harvard College, a Massachusetts educational corporation and title-holding
company for the endowment fund of Harvard University. Charlesbank Capital
Partners LLC serves as the investment manager with respect to the investment of
White River in the Company.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying consolidated interim financial statements as of and for
the six months ended June 30, 2003 and 2002 are unaudited. We are of the opinion
that all material adjustments, consisting only of normal recurring adjustments,
necessary for a fair presentation of our interim results of operations and
financial condition have been included. The results of operations for any
interim period should not be regarded as necessarily indicative of results of
operations for any future period. The consolidated interim financial statements
should be read in conjunction with our Annual Report on Form 10-K for the year
ended December 31, 2002 filed with the Securities and Exchange Commission
("SEC").
Our consolidated financial statements are prepared in accordance with
accounting principles generally accepted in the United States of America
("GAAP"). These accounting principles require that we make certain estimates,
judgments and assumptions. We believe that the estimates, judgments and
assumptions are reasonable based on information available at the time that these
estimates, judgments and assumptions are made. These estimates, judgments and
assumptions can affect the reported amounts of assets and liabilities as of the
date of the consolidated financial statements as well as the reported amounts of
revenue and expenses during the periods presented. To the extent that there are
material differences between these estimates and actual results, our
consolidated financial statements are affected. In many cases, the accounting
treatment of a particular transaction is specifically dictated by GAAP and does
not require our judgment in its application. There are also areas in which our
judgment in selecting any available alternative would not produce a materially
different result.
4
Earnings Per Share Information
Basic earnings per share ("EPS") excludes the dilutive effect of common
stock equivalents and is computed by dividing net income by the weighted-average
number of shares outstanding during the period. Diluted EPS includes the
dilutive effect of common share equivalents and is computed using the
weighted-average number of common and common stock equivalent shares outstanding
during the period. Common stock equivalents consist of stock options and certain
other equity instruments. Using the treasury method, for the three and six month
periods ended June 30, 2003, options and warrants to purchase a weighted average
number of 482,915 and 288,052 shares of common stock, respectively, were not
included in the computations of diluted earnings per share because the options'
and warrants' exercise prices were greater than the average market price of the
common shares during the periods.
Stock-Based Compensation
We have elected to determine the value of stock-based compensation
arrangements under the provisions of Accounting Principles Board Opinion No. 25
"Accounting for Stock Issued to Employees" for our fixed stock option plan and
employee stock purchase plan and, accordingly, have not recognized compensation
cost in the accompanying consolidated statement of operations. Statement of
Financial Accounting Standards ("SFAS") No. 123, "Accounting for Stock Based
Compensation" permits the use of either a fair value based method or the
intrinsic value method to measure the expense associated with stock-based
compensation arrangements.
In accordance with the interim disclosure provisions of SFAS No. 148,
"Accounting for Stock Based Compensation Transition and Disclosure-an Amendment
of SFAS No. 123", the pro forma effect on our net income had compensation
expense been recorded for the second quarter of fiscal 2003 and 2002,
respectively, as determined under the fair value method, is shown below (in
thousands, except per share amounts):
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
-------------------- --------------------
2003 2002 2003 2002
-------------------- --------------------
Net income:
As reported . . . . . . . . . . . . $ 5,494 $ 5,296 $ 11,465 $ 10,512
Pro forma . . . . . . . . . . . . . $ 4,823 $ 4,828 $ 10,336 $ 9,518
Per share net income - basic:
As reported . . . . . . . . . . . . $ 0.21 $ 0.21 $ 0.44 $ 0.41
Pro forma . . . . . . . . . . . . . $ 0.18 $ 0.19 $ 0.39 $ 0.37
Per share net income - diluted:
As reported . . . . . . . . . . . . $ 0.20 $ 0.20 $ 0.41 $ 0.40
Pro forma . . . . . . . . . . . . . $ 0.17 $ 0.18 $ 0.37 $ 0.36
Weighted average shares outstanding:
Basic . . . . . . . . . . . . . . . 26,224 25,826 26,187 25,763
Diluted . . . . . . . . . . . . . . 27,630 26,767 27,682 26,468
Assumptions used:
Expected volatility . . . . . . . . 73.8 % 73.5 % 73.8 % 73.5 %
Risk free rate. . . . . . . . . . . 2.3 % 4.3 % 2.7 % 4.3 %
Expected option life. . . . . . . . 5.5 yrs 5.5 yrs 5.5 yrs 5.5 yrs
Dividend yield. . . . . . . . . . . - - - -
5
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 our common stock at the date of grant,
expected volatility, risk-free interest rate, expected option lives and dividend
yields. Weighted average assumptions employed by us are indicated above.
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 reviewed for impairment on at least an annual basis. In
addition, when events or changes in circumstances indicate that the carrying
value of such assets may not be recoverable, we perform an analysis of
undiscounted future cash flows to determine whether recorded amounts are
impaired. In accordance with the Statement of Financial Accounting Standards
No.142 ("SFAS 142), "Goodwill and Other Intangible Assets" we completed our
annual impairment analysis during the second quarter of 2003 and determined
that, as of June 30, 2003, no impairment existed.
The goodwill balance as of June 30, 2003 was $15.5 million. The unamortized
balance from the 1988 acquisition that included the CCC Valuescope service is
$4.9 million and the remaining balance of $10.6 million represents the goodwill
from the Comp-Est acquisition completed during February 2003. See Note 3,
"Acquisition".
Contingencies
In the normal course of business, we are subject to various proceedings,
lawsuits, claims and other matters. We believe the amounts provided in the
consolidated financial statements, as prescribed by GAAP, are adequate in light
of the probable and reasonably estimable liabilities. However, there can be no
assurances that the actual amounts required to discharge alleged liabilities
from various lawsuits, claims, legal proceedings and other matters will not
exceed the amounts reflected in the consolidated financial statements or will
not have a material adverse effect on the consolidated results of operations,
financial condition or cash flows. Any amounts of costs that may be incurred in
excess of those amounts provided as of June 30, 2003 cannot currently be
reasonably determined.
Recent Accounting Pronouncements
In January 2003, the FASB issued FIN No. 46, "Consolidation of Variable
Interest Entities." This standard clarifies the application of Accounting
Research Bulletin No. 51, "Consolidated Financial Statements," and addresses
consolidation by business enterprises of variable interest entities (more
commonly known as Special Purpose Entities or SPE's). FIN No. 46 requires
existing unconsolidated variable interest entities to be consolidated by their
primary beneficiaries if the entities do not effectively disperse risk among the
parties involved. FIN No. 46 also enhances the disclosure requirements related
to variable interest entities. This statement is effective for variable
interest entities created or in which an enterprise obtains an interest after
January 31, 2003. The adoption of FIN No. 46 did not have a significant effect
on our results of operations or our financial position.
In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities". This Statement amends and
clarifies financial accounting and reporting for derivative instruments,
including certain derivative instruments embedded in other contracts
(collectively referred to as derivatives) and for hedging activities under FASB
Statement No. 133, "Accounting for Derivative Instruments and Hedging
Activities". This statement is effective for contracts entered into or modified
after June 30, 2003. The adoption of this statement is not expected to have a
significant effect on our results of operations or our financial position.
6
In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity". This
Statement establishes standards for how an issuer classifies and measures
certain financial instruments with characteristics of both liabilities and
equity. It requires that an issuer classify a financial instrument that is
within its scope as a liability (or an asset in some circumstances). Many of
those instruments were previously classified as equity. This Statement is
effective for financial instruments entered into or modified after May 31, 2003,
and otherwise is effective at the beginning of the first interim period
beginning after June 15, 2003.The adoption of this Statement did not have a
significant effect on our results of operations or our financial position.
NOTE 3 - ACQUISITION
On February 26, 2003, we acquired Comp-Est, Inc. ("Comp-Est") from the
Motor Information Systems Division of Hearst Business Publishing, Inc.
("Hearst"). Immediately prior to our acquisition of the assets of Comp-Est from
Hearst, Hearst acquired the selected net assets from Comp-Est pursuant to an
Option and Acquisition Agreement, dated February 6, 1998, by and among Hearst,
Comp-Est and the Comp-Est stockholders named therein. Comp-Est is based in
Columbus, Ohio and provides automotive estimating software applications to
single-location repair facilities. With the acquisition, we gain the
opportunity to serve over 5,000 additional customers in one of the fastest
growing segments of the marketplace and can offer a broader suite of electronic
estimating and other tools to all types of collision-repair businesses.
The results of Comp-Est have been included in the consolidated financial
statements from the date of acquisition. Pro forma results of operations have
not been presented because the effects of the transaction were not material to
our results. The purchase price, including capitalized acquisition costs, of
approximately $13.4 million was paid in cash and was allocated to identifiable
assets and liabilities and to intangible assets at their estimated fair values
at the date of acquisition. The fair values of the intangible assets acquired
were based on independent appraisals.
The following table summarizes the estimated fair value of the assets
acquired and the liabilities assumed at the acquisition date (in thousands):
FEBRUARY 26,
2003
------------
Current assets. . . . . . . . . . $ 245
Property and equipment. . . . . . 86
Intangible assets . . . . . . . . 2,867
Goodwill. . . . . . . . . . . . . 10,624
------------
Total assets acquired . . . . . 13,822
Current liabilities . . . . . . . 424
------------
Net . . . . . . . . . . . . . . $ 13,398
============
Intangible assets include $1.9 million for customer relationships and $0.7
million for acquired software, both of which are being amortized on a
straight-line basis over a period of 3 years. Also included in intangible
assets, is a trademark valued at $0.3 million that is not being amortized, but
will be tested for impairment on at least an annual basis.
7
NOTE 4 - INVESTMENT IN CHOICEPARTS
In 2000, we formed a new independent company, ChoiceParts, LLC
("ChoiceParts"), with ADP and The Reynolds and Reynolds Company. ChoiceParts
operates an electronic parts exchange for the auto parts marketplace for
franchised auto retailers, collision repair facilities and other parts
suppliers. We have a 27.5% equity interest in ChoiceParts, which is accounted
for under the equity method. Based on the nature of our investment, we have
recorded a deferred income tax benefit on our share of the losses.
Summary financial information for ChoiceParts is as follows (in thousands):
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
-------------------- --------------------
2003 2002 2003 2002
-------------------- --------------------
Revenues . . . . . . . . . . . $ 2,763 $ 3,680 $ 5,978 $ 7,268
==================== ====================
Income (loss)from operations . $ 24 $ (267) $ 4 $ (1,298)
==================== ====================
Net income (loss). . . . . . . $ 25 $ (266) $ (20) $ (1,286)
==================== ====================
NOTE 5 - OTHER CURRENT ASSETS
Other current assets consisted of the following (in thousands):
JUNE 30, DECEMBER 31,
2003 2002
------------------------
Insurance reimbursement for litigation settlement. . . . . . $ 2,000 $ 2,000
Prepaid data royalties . . . . . . . . . . . . . . . . . . . 1,951 1,966
Prepaid equipment maintenance. . . . . . . . . . . . . . . . 1,446 911
Income tax receivable - research and experimentation credits 951 1,125
Prepaid insurance. . . . . . . . . . . . . . . . . . . . . . 792 673
Income tax receivable - State. . . . . . . . . . . . . . . . 468 549
Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,353 1,275
------------------------
Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 8,961 $ 8,499
========================
In 2001, the Company recorded a charge of $4.3 million, net of an expected
insurance reimbursement of $2.0 million, in connection with a litigation
settlement. See Note 10, "Legal Proceedings" for discussion of the charge.
8
NOTE 6 - ACCRUED EXPENSES
Accrued expenses consisted of the following (in thousands):
JUNE 30, DECEMBER 31,
2003 2002
-----------------------
Litigation settlements . . . . . $ 6,685 $ 7,074
Compensation . . . . . . . . . . 5,210 10,781
Restructuring charges. . . . . . 1,171 1,159
Health insurance . . . . . . . . 1,105 1,041
Sales tax. . . . . . . . . . . . 1,014 1,103
Professional fees. . . . . . . . 936 1,389
Office space expenses. . . . . . 663 693
Conferences. . . . . . . . . . . 370 422
Other, net . . . . . . . . . . . 1,516 1,779
-----------------------
Total. . . . . . . . . . . . . . $ 18,670 $ 25,441
=======================
NOTE 7 - OTHER LIABILITIES
Other liabilities consisted of the following (in thousands):
JUNE 30, DECEMBER 31,
2003 2002
-----------------------
Deferred rent . . . . . $ 2,196 $ 1,987
Other, net. . . . . . . 1,232 1,235
-----------------------
Total . . . . . . . . . $ 3,428 $ 3,222
=======================
NOTE 8 - INCOME TAXES
During 2002, we filed amended returns to claim research and experimentation
tax credits. Included in other current assets is a refund of $0.9 million of the
expected credit as well as $0.5 million of expected state tax refunds. During
the second quarter of 2003, we received $0.2 million of the expected research
and experimentation tax credit.
JUNE 30, DECEMBER 31,
2003 2002
------------------------
(IN THOUSANDS)
Income tax receivable . . . . . . . . . . . . . . $ 1,419 $ 1,674
Deferred income tax assets. . . . . . . . . . . . $ 21,694 $ 22,053
Valuation allowance . . . . . . . . . . . . . . . (11,599) (11,599)
------------------------
Total deferred income tax asset . . . . . . . . . 10,095 10,454
------------------------
Total income tax assets, current and non-current. $ 11,514 $ 12,128
========================
Total current income taxes payable. . . . . . . . $ 3,202 $ 2,568
========================
9
NOTE 9 - RESTRUCTURING CHARGES
During the second quarter of 2003, the Company recorded a final charge of
$1.1 million to revise the original expected future sublease income from $2.3
million to $1.2 million as a result of entering into a sublease agreement with a
third party. The sublease is for the duration of the existing term remaining on
the current lease, which is through March 31, 2006.
The following summarizes the activity in the restructuring accrual (in
thousands):
EXCESS
FACILITIES
------------
Balance at December 31, 2002 . . $ 1,979
Cash payments. . . . . . . . . . (308)
------------
Balance at March 31, 2003. . . . 1,671
Cash payments. . . . . . . . . . (313)
Additional charges . . . . . . . 1,061
------------
Balance at June 30, 2003 . . . . $ 2,419
============
NOTE 10 - LEGAL PROCEEDINGS
As disclosed in our Annual Report on Form 10-K for the year ended December
31, 2002, the Company has pending against it a variety of putative class action
suits and individual actions raising issues regarding the use of the Company's
CCC Valuescope valuation product by its insurance company customers. Many of
these suits are brought by the same group or groups of plaintiffs' lawyers. Set
forth below is a discussion of developments with respect to this litigation
since the discussion in the Company's Annual Report on Form 10-K for the year
ended December 31, 2002 as well as the Company's Quarterly Report on Form 10-Q
for the period ended March 31, 2003.
In GIBSON v. ORIONAUTO, GUARANTY NATIONAL INS. CO. and CCC INFORMATION
SERVICES INC., No. 99 CH 15082 (filed October 20, 1999), on December 9, 2002,
the Circuit Court of Cook County, Illinois entered an order dismissing
plaintiff's claims against CCC with prejudice. Plaintiff subsequently filed an
amended complaint and a motion to reconsider the court's December 9, 2002 order.
On June 11, 2003, the court entered an order denying plaintiff's motion to
reconsider, except that the court reconsidered its decision to dismiss the
plaintiff's fraud and conspiracy claims with prejudice. The court allowed
plaintiff twenty-eight days from the date of the order to attempt to replead her
fraud and conspiracy claims.
On March 24, 2003, a complaint was filed in the Superior Court of the State
of California for the County of Los Angeles against CCC and one of its insurance
company customers. The complaint is captioned ROGAN v. FARMERS INSURANCE GROUP,
FARMERS INSURANCE EXCHANGE, and CCC INFORMATION SERVICES INC., Case No. SC076462
(filed March 24, 2003). Plaintiff alleges that his insurer, using a valuation
prepared by CCC, offered an inadequate amount for his automobile. Plaintiff
asserts various common law and statutory claims against his insurance company
and against CCC including a claim under California Business & Professions Code
Section 17200, et seq.. Plaintiff seeks recovery of unspecified damages, an
accounting, restitution and disgorgement, on his own behalf and on behalf of the
general public, punitive damages, and an award of attorneys' fees.
10
In ALVAREZ-FLORES v. AMERICAN FINANCIAL GROUP, INC., ATLANTA CASUALTY CO.,
and CCC INFORMATION SERVICES INC., No. 99 CH 15032 (Circuit Court of Cook
County, Illinois)(filed October 19, 1999), on April 24, 2003, the court granted
CCC's motion to dismiss the plaintiff's second amended complaint.
CCC intends to vigorously defend its interests in all of the
above-described lawsuits. Due to the numerous legal and factual issues that must
be resolved during the course of litigation, CCC is unable to predict the
ultimate outcome of any of these actions. If CCC were held liable in any of the
actions (or otherwise concludes that it is in CCC's best interest to settle any
of them), CCC could be required to pay monetary damages (or settlement
payments). Depending upon the theory of recovery or the resolution of the
plaintiff's claims for compensatory and punitive damages, or potential claims
for indemnification or contribution by CCC's customers in any of the actions,
these monetary damages (or settlement payments) could be substantial and could
have a material adverse effect on CCC's business, financial condition or results
of operations.
During the fourth quarter of 2001, the Company recorded a charge of $4.3
million, net of an expected insurance reimbursement of $2.0 million, as an
estimate of the amount that CCC will contribute toward an anticipated settlement
of potential claims arising out of approximately 30 percent of the Company's CCC
Valuescope transaction volume for the period covered by the lawsuits. As of June
30, 2003, the Company believes that the charge recorded is an appropriate
estimate for the settlement of the claims covered by the anticipated settlement.
As additional information is gathered and the litigations (both those covered by
the anticipated settlement, as well as others) proceed, CCC will continue to
assess its potential impact.
11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
THIS REPORT CONTAINS STATEMENTS THAT CONSTITUTE "FORWARD-LOOKING
STATEMENTS" WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933 AND
SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934 AND ARE SUBJECT TO THE SAFE
HARBOR PROVISIONS OF THOSE SECTIONS AND THE PRIVATE SECURITIES LITIGATION REFORM
ACT OF 1995. SOME OF THESE FORWARD-LOOKING STATEMENTS MAY BE IDENTIFIED BY THE
USE OF WORDS IN THE STATEMENTS SUCH AS "ANTICIPATE," "ESTIMATE," "EXPECT,"
"PROJECT," "INTEND," "PLAN," "BELIEVE," OR OTHER WORDS AND TERMS OF SIMILAR
MEANING. READERS ARE CAUTIONED THAT ANY SUCH FORWARD-LOOKING STATEMENTS ARE NOT
GUARANTEES OF FUTURE PERFORMANCE AND INVOLVE RISKS AND UNCERTAINTIES, INCLUDING
THOSE DESCRIBED IN OUR ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER
31, 2002 AND OUR OTHER FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION, AND
THAT ACTUAL RESULTS OR DEVELOPMENTS MAY DIFFER MATERIALLY FROM THOSE IN THE
FORWARD-LOOKING STATEMENTS. SPECIFIC FACTORS THAT MIGHT CAUSE ACTUAL RESULTS TO
DIFFER FROM OUR EXPECTATIONS INCLUDE, BUT ARE NOT LIMITED TO, COMPETITION IN THE
AUTOMOTIVE CLAIMS AND COLLISION REPAIR INDUSTRIES, THE ABILITY TO DEVELOP NEW
PRODUCTS AND SERVICES, THE ABILITY TO PROTECT TRADE SECRETS AND PROPRIETARY
INFORMATION, THE ABILITY TO GENERATE THE CASH FLOW NECESSARY TO MEET OUR
OBLIGATIONS, THE OUTCOME OF CERTAIN LEGAL PROCEEDINGS, AND OTHER FACTORS.
READERS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING
STATEMENTS, WHICH REFLECT MANAGEMENT'S ANALYSIS, JUDGMENT, BELIEF OR EXPECTATION
ONLY AS OF THE DATE HEREOF. WE HAVE BASED THESE FORWARD-LOOKING STATEMENTS ON
INFORMATION CURRENTLY AVAILABLE AND DISCLAIM ANY INTENTION OR OBLIGATION TO
UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENT.
GENERAL
Our products and services fall into five categories or "suites": Pathways,
CCC Valuescope Valuation Services, Workflow Products, Information Services and
Other Products and Services. Each of these products and services suites is
described below. For additional information regarding these suites and the
various products and services in each suite, please refer to the "Business"
section of our annual report on Form 10-K for the year ended December 31, 2002.
PATHWAYS. This suite consists of our collision estimating products,
including:
- Pathways Appraisal Solution (for insurance customers),
- Pathways Estimating Solution (for repair facility customers),
- Pathways Independent Appraiser Solution (for independent appraisers),
- Pathways Digital Imaging, and
- Recycled Parts Service.
These products help our customers manage aspects of their day-to-day
automobile claim activities, including receipt of new assignments, preparation
of estimates, communication of status and completed activity and maintenance of
notes and reports. Pathways Digital Imaging allows our customers to digitally
photograph and transmit images of damaged vehicles to the Pathways estimate
workfile. Customers using Pathways with Recycled Parts Services also have access
to a database that provides local part availability and price information on
over 15 million available recycled or salvage parts. From the date of
acquisition, revenues from Comp-Est are also included in this suite.
CCC VALUESCOPE VALUATION SERVICES. Our CCC Valuescope Valuation Services
products are used primarily by automobile insurance companies in processing
claims involving vehicles that have been heavily damaged or stolen. In cases
where the insurance company declares a vehicle to be a "total loss" (typically
when the cost to repair exceeds 70% to 90% of a vehicle's value), CCC Valuescope
Valuation Services provides the insurer with the local market value of the
vehicle to assist the insurer in processing the claim. Commercial and
Recreational Vehicle Valuation Services is our CCC Valuescope valuation service
for specialty vehicles including trucks, semi-trailers, marine craft,
motorcycles, recreational vehicles and pre-fabricated housing.
12
WORKFLOW PRODUCTS. This suite includes the following products and
services:
EZNet Communications Network, a secure network that allows clients to
communicate estimates and claim information electronically.
Pathways Appraisal Quality Solution (QAAR Plus ), which allows for
electronic audits of automobile repair estimates prepared by direct
repair facilities, independent appraisers and internal insurance staff
for quality control and for identification and correction of errors or
discrepancies prior to the completion of repairs. In addition,
Pathways Appraisal Quality Solution allows automobile insurance
companies to use available historical data to track the performance of
appraisers and provides a mechanism to establish and monitor
compliance with certain reinspection objectives developed by the
automobile insurance company.
CCC Autoverse, our web-based open workflow solution that allows for
the exchange of claims information derived from using Pathways
products as well as other established collision estimating systems
that meet the Collision Industry Electronic Commerce Association
Estimating Management System standard. CCC Autoverse permits the
free-flow of communication between those who write damage estimates
and the insurers who process claims.
INFORMATION SERVICES. This suite includes ClaimScope Navigator, our
on-line, web-based information service that provides a comprehensive method to
create management reports comparing industry and company performance using
Pathways and CCC Valuescope data.
OTHER PRODUCTS AND SERVICES. Pathways Enterprise Solution is an automotive
repair shop management software system for multiple location collision repair
facilities that allows them to manage accounts, prepare employee schedules and
perform various other management functions. Pathways Professional Advantage,
similar to Pathways Enterprise Solution, is a shop management software system
for a single store location. Also included in this suite is our Computerized
Automobile Rental System and leasing of computer hardware.
REGULATION
On April 24, 2003, the California Department of Insurance formally adopted
new regulations, which, if implemented, would require the Company to change its
methodology for computing total loss valuations in California. These regulations
were scheduled to become effective on July 23, 2003, and the Company was
prepared to implement modifications to its methodology on that date so as to be
in compliance with the new regulations. On July 1, 2003, however, the Personal
Insurance Federation of California, the Association of California Insurance
Companies and the Surety Association of America filed a lawsuit in the Superior
Court of the State of California for the County of Los Angeles that, among other
things, seeks a declaration that the new regulations are not valid. The
Plaintiffs in the suit also seek a preliminary and permanent injunction
enjoining the implementation of those regulations. That case is captioned
PERSONAL INSURANCE FEDERATION OF CALIFORNIA, et al. v. JOHN GARAMENDI, INSURANCE
COMMISSIONER OF THE STATE OF CALIFORNIA, Case No. BC298284 (filed July 1, 2003).
CCC is not a party to the suit.
On July 22, 2003, the Court in the above-captioned action entered an order
preliminarily enjoining implementation and enforcement of the new California
regulations, pending a resolution of the case on the merits. Thus, the new
regulations did not go into effect on July 23, 2003. The Company is not able to
predict when the case will be resolved on the merits or whether the new
regulations will or will not take effect in whole or in part. In the event that
the new California regulations are eventually implemented, the Company will
modify its methodology to be in compliance with those regulations
13
CRITICAL ACCOUNTING POLICIES
Management's Discussion and Analysis of our financial condition and results
of operations are based upon our consolidated financial statements, which have
been prepared in accordance with generally accepted accounting principles in
the United States ("GAAP"). We review the accounting policies, including those
described in Note 2, "Summary of Significant Accounting Policies", we use in
reporting our financial results on a regular basis. The preparation of these
financial statements requires us to make estimates, assumptions and judgments
that affect the reported amounts of assets, liabilities, revenues and expenses
and related disclosure of contingent assets and liabilities. On an on-going
basis, we evaluate our estimates, including those related to the items listed
below. We base our estimates on historical experience and on various other
assumptions that are believed to be reasonable under the circumstances, the
results of which form the basis for making judgments about the carrying values
of assets and liabilities. Actual results may differ from these estimates under
different assumptions or conditions. Our senior management has reviewed these
critical accounting policies and related disclosures with the Audit Committee of
the Board of Directors and our Disclosure Committee.
We have identified the policies below as critical to our business
operations and the understanding of our financial condition and results of
operations:
- Accounts receivable
- Income taxes
- Goodwill
- Software development costs
- Fair value of financial instruments
- Commitments and contingencies
For a detailed discussion of the application of these accounting policies,
see "Item 7, Management's Discussion and Analysis of Financial Condition and
Results of Operations" in our Annual Report on Form 10-K for the year ended
December 31, 2002.
PREPARATION OF FINANCIAL INFORMATION
We believe that the application of accounting standards is as important as
the underlying financial data in reporting our financial position, results of
operations and cash flows. We also believe that our accounting policies are
prudent and provide a clear view of our financial performance. Our Disclosure
Committee, composed of senior management, including senior financial and legal
personnel, reviews our public disclosures and evaluates our disclosure controls
and procedures to help ensure the completeness and accuracy of our financial
results and disclosures. In addition, prior to the release of our financial
results, key members of management review the annual and quarterly results,
along with key accounting policies and estimates, with the Audit Committee of
our Board of Directors.
14
RESULTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 2003 COMPARED WITH THREE MONTHS ENDED JUNE 30, 2002
OPERATING INCOME. Operating income decreased quarter-over-quarter from 2002 to
2003 by $0.3 million, to $8.9 million, mainly due to an increase in operating
expenses of $0.2 million. Operating expenses for the quarter ended June 30, 2003
included a final restructuring charge of $1.1 million related to excess office
space. Our operating margin (operating income as a percentage of revenue) was
18.6%, including the restructuring charge, for the quarter ended June 30, 2003
compared to 19.1% for the same quarter in 2002.
REVENUES. Revenues for each of our products and services suites are as
follows (dollars in thousands):
THREE MONTHS ENDED JUNE 30,
----------------------------------
2003 2002
----------------------------------
Pathways. . . . . . . . . . . $ 29,437 61.2% $ 29,191 60.6%
CCC Valuescope. . . . . . . . 10,239 21.3 11,398 23.7
Workflow Products . . . . . . 6,695 13.9 5,617 11.7
Information Services. . . . . 488 1.0 273 0.6
Other Products and Services . 1,238 2.6 1,699 3.4
----------------------------------
Total . . . . . . . . . . . . $ 48,097 100.0% $ 48,178 100.0%
==================================
Revenues from our Pathways suite increased in the second quarter of 2003 by
$0.2 million, or 0.8%, compared to the second quarter of last year. The increase
was led by new automotive collision repair customers, including additional
customers through the Comp-Est acquisition, and an increase in the number of
Pathways Digital Imaging product units used by our automotive collision repair
customers. The insurance channel was down primarily due to the lost volume of
one customer, which was not offset by new business.
Revenues from our CCC Valuescope suite decreased in the second quarter of
2003 by $1.2 million, or 10.2%, compared to the second quarter of last year.
Revenues for this suite have been impacted by the downward industry trends in
claim volume compared to the prior year. However, the year over year decline is
primarily a result of lost business, driven by a number of issues, including the
decision by one of our larger customers transitioning most of its valuation
services to an in-house solution during 2002. We have seen customers move to
other providers for a variety of reasons, including workflow issues, where
certain customers using a competitive estimating platform have decided to switch
to the competitor's valuation product. In other cases, regulatory issues have
come into play, as well as industry consolidation of the customer base. We have
been proactive in addressing the regulatory concerns that have arisen and in
working with state regulators to resolve those concerns. We also continue to
pursue settlement of the outstanding litigation related to this product.
Revenues from our workflow suite increased by $1.1 million, or 19.2%,
because of strong sales of our workflow solutions resulting in increased
transaction volumes. The adoption of CCC Autoverse, launched in the third
quarter of 2002, continues to drive this suite's growth.
The decrease in revenue from our other products and services of $0.5
million, or 27.1%, was mainly attributable to a decrease in the number of
hardware units leased as customers are opting to purchase their own hardware.
15
OPERATING EXPENSES. Operating expenses as a percentage of revenues are
summarized as follows (dollars in thousands):
THREE MONTHS ENDED JUNE 30,
---------------------------------
2003 2002
---------------------------------
Revenues $ 48,097 100.0% $ 48,178 100.0%
Production and Customer Support. . . . . 7,754 16.1 7,564 15.7
Commissions, Royalties and Licenses. . . 3,013 6.2 2,528 5.2
Selling, General and Administrative. . . 17,150 35.7 19,558 40.6
Depreciation and Amortization. . . . . . 2,014 4.2 2,434 5.1
Product Development and Programming. . . 8,156 17.0 6,894 14.3
Restructuring Charges. . . . . . . . . . 1,061 2.2 - -
---------------------------------
Total Operating Expenses $ 39,148 81.4% $ 38,978 80.9%
=================================
PRODUCTION AND CUSTOMER SUPPORT. Production and customer support expenses
increased by $0.2 million, or 2.5%, due to investments made in the technical
support area as well as operating costs related to the acquisition of Comp-Est
in the first quarter of 2003.
COMMISSION, ROYALTIES AND LICENSES. Commission, royalties and licenses
expenses increased by $0.5 million, or 19.2%, due to license fees related to
the Comp-Est revenues .
SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative
expenses decreased by $2.4 million, or 12.3%, primarily as a result of our
continued focus on controlling expenses, specifically in the management
information systems area as well as certain incentive compensation costs tied to
revenue growth. We continued to take cost reduction initiatives in our
management information systems group, which included among other initiatives,
consolidation of our data center operations by entering into a new contract.
These savings were partially offset by operating expenses related to Comp-Est.
DEPRECIATION AND AMORTIZATION. Depreciation and amortization expenses
decreased by $0.4 million, or 17.3%, as a result of fewer investments in
software and customer leased computer equipment as well as using fully
depreciated software.
PRODUCT DEVELOPMENT and Programming. Product development and programming
expenses increased by $1.3 million, or 18.3%, due primarily to development
projects related to our existing workflow and information products, as well as
work being done under a new multi-customer contract.
RESTRUCTURING CHARGES. During the second quarter of 2003, the Company
recorded a final charge of $1.1 million to revise the original expected future
sublease income from $2.3 million to $1.2 million as a result of entering into a
sublease agreement with a third party. The sublease is for the duration of the
existing term remaining on the current lease, which is through March 31, 2006.
MINORITY INTEREST EXPENSE. The interest recorded for the second quarter of
2002 of $0.5 million was associated with the issuance, on February 23, 2001, of
the Trust Preferred Securities to Capricorn Investors III, L.P ("Capricorn").
The minority interest expense represented Capricorn's share of CCC Trust's
income. In October 2002, we purchased the outstanding Trust Preferred Securities
from Capricorn and, as a result, do not have any interest expense relating to
these securities beyond October 2002. Assuming the Trust Preferred Securities
had not been repurchased early, the following (in thousands) is our estimate of
the amount of minority interest expense that would have been incurred in the
years 2003 through the scheduled maturity date of the Trust Preferred Securities
in 2006:
16
REMAINING
TOTAL 2003 2004 2005 2006
------------------------------------------------
Interest expense savings. . . $ 6,585 $ 1,085 $ 2,392 $ 2,695 $ 413
INCOME TAXES. Income taxes increased from a provision of $3.2 million for
the second quarter of 2002 to a provision of $3.4 million for the second
quarter of 2003 as income before income taxes increased quarter-over-quarter.
However, as a percentage of income before income taxes, the provisions have
remained stable at approximately 38%.
SIX MONTHS ENDED JUNE 30, 2003 COMPARED WITH SIX MONTHS ENDED JUNE 30, 2002
OPERATING INCOME. Operating income increased period over period from 2002
to 2003 by $0.3 million, to $18.7 million, due to a decrease in operating
expenses of $0.2 million and an increase in revenues of $0.1 million. Operating
expenses for the period ended June 30, 2003 included a final restructuring
charge of $1.1 million related to excess office space. Our operating margin
(operating income as a percentage of revenue) increased to 19.5%, including the
restructuring charge, for the six months ended June 30, 2003 compared to 19.2%
for the same period in 2002.
REVENUES. Revenues for each of our products and services suites are as
follows (dollars in thousands):
SIX MONTHS ENDED JUNE 30,
----------------------------------
2003 2002
----------------------------------
Pathways. . . . . . . . . . $ 58,453 61.0% $ 57,712 60.3%
CCC Valuescope. . . . . . . 20,935 21.9 22,837 23.9
Workflow Products . . . . . 13,061 13.6 11,008 11.5
Information Services. . . . 795 0.8 570 0.6
Other Products and Services 2,585 2.7 3,551 3.7
----------------------------------
Total . . . . . . . . . . . $ 95,829 100.0% $ 95,678 100.0%
==================================
Revenues from our Pathways suite increased in the first half of 2003 by
$0.7 million, or 1.3%, compared to the first half of last year. The increase,
led by new automotive collision repair customers, including additional customers
through the Comp-Est acquisition, and an increase in the number of Pathways
Digital Imaging product units used by our automotive collision repair customers.
The insurance channel was down primarily due to the lost volume of one customer,
which was not offset by new business.
Revenues from our CCC Valuescope suite decreased in the first half of 2003
by $1.9 million, or 8.3%, compared to the first half of last year revenues for
this suite have been impacted by the downward industry trends in claim volume
compared to the prior year. However, the year over year decline is primarily a
result of lost business, driven by a number of issues, including the decision
by one of our larger customers transitioning most of its valuation services to
an in-house solution during 2002. We have seen customers move to other
providers for a variety of reasons, including workflow issues, where certain
customers using a competitive estimating platform have decided to switch to the
competitor's valuation product. In other cases, regulatory issues have come
into play, as well as industry consolidation of the customer base. We have been
proactive in addressing the regulatory concerns that have arisen and in working
with state regulators to resolve those concerns. We also continue to pursue
settlement of the outstanding litigation related to this product.
17
Revenues from our workflow suite increased by $2.1 million, or 18.7% from
the first half of 2002 to the first half of 2003, because of strong sales of our
workflow solutions resulting in increased transaction volumes.
The decrease in revenues from our other products and services of $1.0
million, or 27.2% from the first half of 2002 to the first half of 2003 was
mainly attributable to a decrease in the number of hardware units leased as
customers are opting to purchase their own hardware.
OPERATING EXPENSES. Operating expenses as a percentage of revenues are
summarized as follows (dollars in thousands):
SIX MONTHS ENDED JUNE 30,
---------------------------------
2003 2002
---------------------------------
Revenues $ 95,829 100.0% $ 95,678 100.0%
Production and Customer Support 15,098 15.8 14,710 15.4
Commissions, Royalties and Licenses 5,430 5.7 4,991 5.2
Selling, General and Administrative 35,716 37.3 38,735 40.5
Depreciation and Amortization 3,944 4.1 4,852 5.1
Product Development and Programming 15,852 16.5 13,980 14.6
Restructuring Charges 1,061 1.1 - -
---------------------------------
Total Operating Expenses $ 77,101 80.5% $ 77,268 80.8%
=================================
PRODUCTION AND CUSTOMER SUPPORT. Production and customer support
expenses increased by $0.4 million, or 2.6%, due to investments made in the
technical support area as well as operating costs related to the acquisition of
Comp-Est in the first quarter of 2003
COMMISSION, ROYALTIES AND LICENSES. Commission, royalties and licenses
expenses increased by $0.4 million, or 8.8 %, due to license fees related to
the Comp-Est revenues.
SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative
expenses decreased by $3.0 million, or 7.8%, primarily as a result of our
continued focus on controlling expenses, specifically in the management
information systems area as well as certain incentive compensation costs tied to
revenue growth. We continued to take cost reduction initiatives in our
management information systems group, which included among other initiatives,
consolidation of our data center operations by entering into a new contract.
These savings were partially offset by operating expenses related to Comp-Est.
DEPRECIATION AND AMORTIZATION. Depreciation and amortization expenses
decreased by $0.9 million, or 18.7% as a result of fewer investments in software
and customer leased computer equipment as well as using fully depreciated
software.
PRODUCT DEVELOPMENT AND PROGRAMMING. Product development and programming
expenses increased by $1.9 million, or 13.4%, due primarily to development
projects related to our existing workflow and information products, as well as
work being done under a new multi-customer contract.
RESTRUCTURING CHARGES. During the second quarter of 2003, the Company
recorded a final charge of $1.1 million to revise the original expected future
sublease income from $2.3 million to $1.2 million as a result of entering into a
sublease agreement with a third party. The sublease is for the duration of the
existing term remaining on the current lease, which is through March 31, 2006.
18
MINORITY INTEREST EXPENSE. The interest recorded for the six months ended
June 30, 2002 of $0.9 million was associated with the issuance, on February 23,
2001, of the Trust Preferred Securities to Capricorn Investors III, L.P
("Capricorn"). The minority interest expense represented Capricorn's share of
CCC Trust's income. In October 2002, we purchased the outstanding Trust
Preferred Securities from Capricorn and, as a result, do not have any interest
expense relating to these securities beyond October 2002. Assuming the Trust
Preferred Securities had not been repurchased early, the following (in
thousands)is our estimate of the amount of minority interest expense that would
have been incurred in the years 2003 through the scheduled maturity date of the
Trust Preferred Securities in 2006:
REMAINING
TOTAL 2003 2004 2005 2006
------------------------------------------------
Interest expense savings. . . $ 6,585 $ 1,085 $ 2,392 $ 2,695 $ 413
EQUITY IN LOSSES OF CHOICEPARTS. We recorded a loss of $0.3 million for
the six months ended June 30, 2002 related to our 27.5% share of the income
(losses) in ChoiceParts compared to a nominal profit for the same period this
year as ChoiceParts has been operating essentially at a break-even level.
INCOME TAXES. Income taxes increased from a provision of $6.5 million for
the six months ended June 30, 2002 to $7.0 million for the six months ended June
30, 2003 as income before income taxes increased period over period. However as
a percentage of income before income taxes, the provisions have remained stable
at approximately 38%.
OUTLOOK
As part of our second quarter earnings release, we provided updated
guidance for the third quarter and the remainder of 2003.
Revenue for the third quarter and full year are expected to grow in the
low-single digit range versus our prior guidance for the full year of
mid-single digit growth.
Operating income for the remaining quarters of 2003 is expected to be in
the $10-$11 million range per quarter. Operating income for the full year 2003
is expected to be in the $39-$42 million range, which is down from prior
guidance of $40-$43 million range due to the $1.1 million restructuring charge
recorded during the second quarter of 2003.
The earnings per share ("EPS") target range for the third quarter is
expected to be in the $0.23 to $0.25 per share range. Including the $0.02 per
share restructuring charge recorded in the second quarter of 2003. EPS for the
full-year is expected to be in the $0.88 to $0.92 per share range, down from our
prior guidance of $0.92 to $0.96 per share range. We continue to use a fully
diluted base of 27.7 million shares in our EPS calculation.
LIQUIDITY AND CAPITAL RESOURCES
During the six months ended June 30, 2003, net cash provided by operating
activities was $7.4 million. Proceeds received from the repayment of notes due
from the Chief Executive Officer and Chairman of the Board were $1.5 million and
proceeds received from the exercise of stock options were $0.9 million. We used
$13.2 million to complete the acquisition of Comp-Est during the first quarter
of 2003, and used $1.9 million for the purchase of equipment and software.
19
Our principal liquidity requirements consist of our operating activities,
including product development, our investments in capital equipment and
potential funding requirements for our ChoiceParts investment and other business
development activities. We have the ability to operate with a working capital
deficit, as we receive substantial payments from our customers for our services
in advance of recognizing the revenues and the costs incurred to provide such
services. We invoice each customer one month in advance for the following
month's Pathways service. As such, we typically receive cash from our customers
prior to recognizing the revenue and incurring the expense for the services
provided. These amounts are reflected as deferred revenue in the consolidated
balance sheet until these amounts are earned and recognized as revenue.
Management believes that cash flows from operations and the available borrowing
capacity under our credit facility will be sufficient to meet our liquidity
needs for the foreseeable future. There can be no assurance, however, that we
will be able to satisfy our liquidity needs in the future without engaging in
financing activities beyond those described above.
EFFECTS OF TRANSACTIONS WITH RELATED AND CERTAIN OTHER PARTIES
In 2000, we received a promissory note from the Chief Executive Officer
and Chairman of the Board in the amount of $0.2 million to exercise options
granted to him by the Company. In 2002, we received a promissory note from the
same officer in the amount of $1.2 million for the purchase of 192,000 treasury
shares at a price of $6.25 per share. The promissory notes accrued interest at
6.75% and matured in January 2007. During the second quarter of 2003, both
notes, along with accrued interest, were repaid in full. As of June 30, 2003,
there were no notes receivable from any officers.
CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS
Our contractual obligations under capital leases and operating leases are
as follows (in thousands):
REMAINING
TOTAL 2003 2004 2005 2006 2007 THEREAFTER
----------------------------------------------------------------
Capital lease. . $ 411 269 142 - - - -
Operating leases $ 36,982 6,637 12,240 10,542 2,668 2,529 2,366
----------------------------------------------------------------
Total. . . . . . $ 37,393 $6,906 $12,382 $10,542 $2,668 $2,529 $2,366
================================================================
In addition to the initial contribution paid to acquire the interest in
ChoiceParts, we initially committed to fund an additional $5.5 million to
ChoiceParts based on our pro-rata ownership percentage. Approximately $1.7
million of the original commitment was still outstanding as of June 30, 2003 and
there are no specific plans to fund this commitment at this time.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We do not believe our financial results are affected by factors such as
changes in foreign currency exchange rates or weak economic conditions in
foreign markets.
20
ITEM 4. CONTROLS AND PROCEDURES
The Company maintains disclosure controls and procedures that are designed
to ensure that information required to be disclosed in the Company's reports
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is
recorded, processed, summarized and reported within the time periods specified
in the SEC's rules and forms, and that such information is accumulated and
communicated to the Company's management, including its Chief Executive Officer
and Chief Financial Officer, as appropriate, to allow for timely decisions
regarding required disclosure. In designing and evaluating the disclosure
controls and procedures, management recognized that any controls and procedures,
no matter how well designed and operated, can provide only reasonable assurance
of achieving the desired control objectives, and management is required to apply
its judgment in evaluating the cost-benefit relationship of possible controls
and procedures. Also, the Company has an investment in an unconsolidated entity.
As the Company does not control or manage this entity, its disclosure controls
and procedures with respect to such entity are necessarily substantially more
limited than those it maintains with respect to its consolidated subsidiaries.
As of June 30, 2003, the end of the quarter covered by this report, the
Company carried out an evaluation, under the supervision and with the
participation of the Company's management, including the Company's Chief
Executive Officer and the Company's Chief Financial Officer, of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures. Based on the foregoing, the Company's Chief Executive Officer
and Chief Financial Officer concluded that the Company's disclosure controls and
procedures were effective at the reasonable assurance level.
There has been no change in the Company's internal controls over financial
reporting during the Company's most recent fiscal quarter that has materially
affected, or is reasonable likely to materially affect, the Company's internal
controls over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The information provided in Note 9 to the financial statements contained in
Part I of this Form 10-Q is incorporated herein by reference.
On April 22, 2003, the Company filed a patent infringement lawsuit
against Mitchell International, Inc. in the United States District Court for the
Northern District of Illinois (Eastern Division). In the complaint CCC alleges
that Mitchell is infringing CCC's patent entitled "system and method for
managing insurance claim processing", U.S. Patent No. 5,950,169 (the "'169
Patent"). The '169 Patent includes coverage for the parts comparison feature in
CCC Pathways collision estimating software.
In addition to a judicial determination that Mitchell infringed the '169
Patent, CCC is seeking preliminary and permanent injunctions enjoining Mitchell
from further acts of infringement of the '169 Patent, triple monetary damages
for willful infringement, disgorgement of all profits resulting from the
infringement of the '169 Patent and attorneys fees.
On July 3, 2003, Mitchell filed an answer to the lawsuit, denying that it is
infringing the '169 Patent. Mitchell also seeks a declaration from the Court
that the '169 Patent is invalid.
Discovery in the case is in its very early stages and a trial date has not
yet been set for the matter by the Court.
21
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) The annual meeting of the stockholders of the Registrant was held on
May 20, 2003.
(b) The directors listed in the Registrant's Proxy Statement dated April
21, 2003, were elected to serve until the earlier of the next Annual
Meeting of Stockholders or until their respective successors have been
elected and qualified, as follows:
Director For Withheld
----------------------- ---------- ---------
Morgan W. Davis . . . . 22,340,134 997,009
Michael R. Eisenson . . 22,545,404 791,739
Thomas L. Kempner . . . 22,723,154 613,989
Githesh Ramamurthy. . . 22,676,955 660,188
Mark A. Rosen . . . . . 22,543,280 793,863
Herbert S. Winokur, Jr. 22,292,935 1,044,208
Appointment of PricewaterhouseCoopers LLP as the Company's independent
auditors was approved. Voting by stockholders on the proposal was 22,822,034
for, 506,770 against and 8,339 withheld.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
11 Statement Re: Computation of Per Share Earnings
31.1 Rule 13a-14(a) Certification of Chief Executive Officer
31.2 Rule 13a-14(a) Certification of Chief Financial Officer
32.1 Section 1350 Certifications of Chief Executive and Financial
Officers
(b) Reports on Form 8-K:
We filed a Current Report on Form 8-K on April 23, 2003 to report the
Company filed a complaint against Mitchell International, Inc. in the
United States District Court for the Northern District of Illinois (Eastern
Division).
We filed a Current Report on Form 8-K on April 23, 2003 to report the
issuance of a press release commenting on the first fiscal quarter ended
March 31, 2003.
22
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: August 6, 2003 CCC Information Services Group Inc.
By: /s/ Githesh Ramamurthy
-----------------------
Name: Githesh Ramamurthy
Title: Chairman and
Chief Executive Officer
By: /s/ Reid E. Simpson
-----------------------
Name: Reid E. Simpson
Title: Executive Vice President and
Chief Financial Officer
23
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE
- ----------- ------------------------------------------------------------------------- ------
11 Computation of Per Share Earnings E-2
31.1 Rule 13a-14(a) Certification of Chief Executive Officer E-3
31.2 Rule 13a-14(a) Certification of Chief Financial Officer E-4
32.1 Section 1350 Certifications of Chief Executive and Financial Officers E-5
E-1