<PAGE>
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, 1997
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission File Number: 000-28600
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 60654
444 MERCHANDISE MART (Zip Code)
CHICAGO, ILLINOIS
(Address of Principal Executive Offices)
(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
--- ---
As of July 31, 1997, CCC Information Services Group Inc. common stock, par value
$0.10 per share, outstanding was 23,806,059 shares.
<PAGE>
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION Page(s)
Item 1. Financial Statements
Consolidated Interim Statement of Operations (Unaudited),
Three and Six Months Ended June 30, 1997 and 1996 3
Consolidated Interim Balance Sheet,
June 30, 1997 (Unaudited) and December 31, 1996 4
Consolidated Interim Statement of Cash Flows (Unaudited), 5
Six Months Ended June 30, 1997 and 1996
Notes to Consolidated Interim Financial Statements 6-7
(Unaudited)
Item 2. Management's Discussion and Analysis 8-10
of Results of Operations and Financial Condition
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 11
Item 2. Changes in Securities 11
Item 3. Defaults Upon Senior Securities 11
Item 4. Submission of Matters to a Vote of Security Holders 11
Item 5. Other Information 11
Item 6. Exhibits and Reports on Form 8-K 11-12
SIGNATURES 13
EXHIBIT INDEX 14
2
<PAGE>
CCC INFORMATION SERVICES GROUP INC. AND SUBSIDIARIES
CONSOLIDATED INTERIM STATEMENT OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
------------------ ----------------
JUNE 30, JUNE 30,
-------- --------
1997 1996 1997 1996
------ ------- ------- -------
<S> <C> <C> <C> <C>
Revenues $38,289 $31,956 $75,066 $63,325
Expenses:
Production and customer support 8,374 7,525 17,023 15,520
Commissions, royalties and licenses 4,589 3,414 8,800 6,660
Selling, general and administrative 12,251 9,694 24,254 19,043
Depreciation and amortization 1,901 1,620 3,683 3,972
Product development and programming 4,798 3,988 9,243 8,077
------- ------- ------- -------
Total operating expenses 31,913 26,241 63,003 53,272
------- ------- ------- -------
Operating income 6,376 5,715 12,063 10,053
Interest expense (35) (950) (72) (1,982)
Other income, net 350 240 629 293
------- ------- ------- -------
Income before income taxes 6,691 5,005 12,620 8,364
Income tax provision (2,804) (898) (5,314) (1,673)
------- ------- ------- -------
Net income 3,887 4,107 7,306 6,691
Dividends and accretion on mandatorily
redeemable preferred stock (90) (811) (178) (1,604)
------- ------- ------- -------
Net income applicable to common stock $ 3,797 $ 3,296 $ 7,128 $ 5,087
======= ======= ======= =======
Income per common and common equivalent share:
- ---------------------------------------------
Net income $ 0.15 $ 0.23 $ 0.30 $ 0.38
Dividends and accretion on mandatorily
redeemable preferred stock - (0.04) (0.01) (0.09)
------- ------- ------- -------
Net income applicable to common stock $ 0.15 $ 0.19 $ 0.29 $ 0.29
======= ======= ======= =======
Weighted average common and common
equivalent shares outstanding 24,848 17,757 24,827 17,597
</TABLE>
The accompanying notes are an integral part of these
consolidated interim financial statements.
3
<PAGE>
CCC INFORMATION SERVICES GROUP INC. AND SUBSIDIARIES
CONSOLIDATED INTERIM BALANCE SHEET
(IN THOUSANDS)
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1997 1996
-------- ------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Cash $ 11,298 $ 9,403
Investments in marketable securities 14,987 9,001
Accounts receivable (net of reserves of $2,283 (unaudited) and
$1,946 at June 30, 1997 and December 31, 1996, respectively) 11,342 9,772
Other current assets 4,136 3,207
-------- --------
Total current assets 41,763 31,383
Equipment and purchased software (net of accumulated depreciation
of $23,430 (unaudited) and $20,361 at June 30, 1997 and
December 31, 1996, respectively) 8,806 8,088
Goodwill (net of accumulated amortization of $9,566 (unaudited) and
$8,893 at June 30, 1997 and December 31, 1996, respectively) 10,557 11,230
Deferred income taxes 6,831 6,410
Other assets 983 1,157
-------- --------
Total Assets $ 68,940 $ 58,268
======== ========
LIABILITIES, MANDATORILY REDEEMABLE PREFERRED STOCK
AND STOCKHOLDERS' EQUITY
Accounts payable and accrued expenses $ 15,711 $ 15,821
Income taxes payable 1,778 1,517
Current portion of long-term debt 122 120
Deferred revenues 7,028 5,709
Current portion of contract funding - 123
-------- --------
Total current liabilities 24,639 23,290
Long-term debt 50 111
Long-term deferred revenue 1,871 1,997
Other liabilities 3,958 3,889
-------- --------
Total liabilities 30,518 29,287
-------- --------
Mandatorily redeemable preferred stock ($1.00 par value, 100,000 shares
authorized, 4,915 designated and outstanding at June 30, 1997 (unaudited)
and December 31, 1996) 4,866 4,688
-------- --------
Common stock ($0.10 par value, 30,000,000 shares authorized for all periods
presented, 23,769,592 (unaudited) and 23,472,355 shares issued and
outstanding at June 30, 1997 and December 31, 1996, respectively) 2,377 2,347
Additional paid-in capital 86,328 84,223
Accumulated deficit (54,770) (61,898)
Treasury stock, at cost (379) (379)
-------- --------
Total stockholders' equity 33,556 24,293
-------- --------
Total Liabilities, Mandatorily Redeemable Preferred Stock and
Stockholders' Equity $ 68,940 $ 58,268
======== ========
</TABLE>
The accompanying notes are an integral part of these
consolidated interim financial statements.
4
<PAGE>
CCC INFORMATION SERVICES GROUP INC. AND SUBSIDIARIES
CONSOLIDATED INTERIM STATEMENT OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
----------------
JUNE 30,
--------
1997 1996
-------- --------
<S> <C> <C>
Operating activities:
Net income $ 7,306 $ 6,691
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization of equipment
and purchased software 2,992 3,281
Amortization of goodwill 673 672
Deferred income taxes (421) (746)
Contract funding revenue amortization (123) (2,258)
Other, net 61 264
Changes in:
Accounts receivable, net (1,570) (1,310)
Other current assets (929) (411)
Other assets 174 (191)
Accounts payable and accrued expenses (110) (2,394)
Income taxes payable 1,880 3,662
Deferred revenues 1,193 635
Other liabilities 69 851
-------- --------
Net cash provided by operating activities 11,195 8,746
Investing activities:
Purchases of equipment and software (3,792) (1,827)
Purchase of investment securities (14,986) -
Proceeds from the sale of investment securities 9,000 -
Other, net 21 24
-------- --------
Net cash used for investing activities (9,757) (1,803)
-------- --------
Financing activities:
Principal repayments on long-term debt (59) (16,181)
Proceeds from issuance of long-term debt - 9,750
Proceeds from exercise of stock options 516 283
-------- --------
Net cash provided by (used for) financing activities 457 (6,148)
-------- --------
Net increase in cash 1,895 795
Cash:
Beginning of period 9,403 3,895
-------- --------
End of period $ 11,298 $ 4,690
======== ========
Supplemental Disclosures:
Cash paid:
Interest (41) (1,745)
Income taxes, net (3,855) (1,240)
</TABLE>
The accompanying notes are an integral part of these
consolidated interim financial statements.
5
<PAGE>
CCC INFORMATION SERVICES GROUP INC.
-----------------------------------
AND SUBSIDIARIES
----------------
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
--------------------------------------------------
(Unaudited)
NOTE 1 - DESCRIPTION OF BUSINESS AND ORGANIZATION
CCC Information Services Group Inc. ("Company") (formerly known as InfoVest
Corporation), through its wholly owned subsidiary, CCC Information Services Inc.
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 customers and collision repair
facility customers to improve efficiency, manage costs and increase consumer
satisfaction in the management of automobile claims and restoration.
As of June 30, 1997, White River Ventures Inc. ("White River") held
approximately 36% 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 rights
established through its ownership interest in the Company's Mandatorily
Redeemable Series E Preferred Stock, the Company is a consolidated subsidiary of
White River.
NOTE 2 - CONSOLIDATED INTERIM FINANCIAL STATEMENTS
BASIS OF PRESENTATION
The accompanying consolidated interim financial statements as of and for
the three and six months ended June 30, 1997 and 1996 are unaudited. The Company
is of the opinion that all material adjustments, consisting only of normal
recurring adjustments, necessary for a fair presentation of the Company's
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. These
consolidated interim financial statements should be read in conjunction with the
Company's 1996 Annual Report on Form 10-K filed with the Securities and Exchange
Commission.
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 method.
NOTE 3 - NEW ACCOUNTING PRONOUNCEMENTS
The Financial Accounting Standards Board ("FASB") issued Statement of
Financial Accounting Standards ("SFAS") No. 128, "Earnings Per Share," in
February 1997. This statement establishes new standards for computing and
presenting earnings per share. This statement is effective for financial
statements issued for periods ending after December 15, 1997; earlier adoption
is not permitted. Adoption of this statement will require the presentation of
basic and diluted earnings per share. If the statement had been adopted,
pro forma basic and diluted earnings per share, for the three and six months
ended June 30, 1997 and 1996, would have been as follows:
Three Months Ended Six Months Ended
------------------ ----------------
June 30, June 30,
-------- --------
1997 1996 1997 1996
---- ---- ---- ----
Basic earnings per share $0.16 $0.20 $0.30 $0.31
Diluted earnings per share $0.15 $0.19 $0.29 $0.29
6
<PAGE>
CCC INFORMATION SERVICES GROUP INC.
-----------------------------------
AND SUBSIDIARIES
----------------
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
--------------------------------------------------
(Unaudited)
The FASB has also issued SFAS No. 130, "Reporting Comprehensive Income," in June
1997. In addition to net income, comprehensive income includes items recorded
directly to stockholders' equity, such as preferred stock accretion, preferred
stock dividends and the income tax benefit related to the exercise of certain
stock options. This statement establishes new standards for reporting and
displaying comprehensive income and its components in a full set of
general-purpose financial statements. This statement is effective for fiscal
years beginning after December 15, 1997. Adoption of this standard will only
require an additional financial statement disclosure detailing the Company's
comprehensive income.
In June 1997, the FASB also issued SFAS No. 131, "Disclosures about Segments of
an Enterprise and Related Information." SFAS No. 131 establishes new standards
for reporting information about operating segments in interim and annual
financial statements. This statement is also effective for fiscal years
beginning after December 15, 1997. The Company is currently evaluating the
impact this statement will have on the consolidated financial statements.
NOTE 4 - NONCASH INVESTING AND FINANCING ACTIVITIES
The Company directly charges its accumulated deficit account for preferred stock
accretion and preferred stock dividends accrued. These amounts totaled $0.2
million and $1.6 million during the six months ended June 30, 1997 and 1996,
respectively.
In conjunction with the exercise of certain stock options, the Company has
reduced current income taxes payable with an offsetting credit to paid-in
capital for the tax benefit of stock options exercised. During the six months
ended June 30, 1997 and 1996, these amounts totaled $1,619 thousand and $7
thousand, respectively.
In addition to amounts reported as purchases of equipment and software in the
consolidated interim statement of cash flows, the Company has directly financed
certain noncash capital expenditures. These amounts totaled $1.1 million during
the six months ended June 30, 1996. There were no directly financed capital
expenditures during the six months ended June 30, 1997.
NOTE 5 - LEGAL PROCEEDINGS
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.
7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
RESULTS OF OPERATIONS
QUARTER ENDED JUNE 30, 1997 COMPARED WITH QUARTER ENDED JUNE 30, 1996
CCC Information Services Group Inc. ("Company") reported net income
applicable to common stock of $3.8 million, or $0.15 per share, for the
quarter ended June 30, 1997, versus net income of $3.3 million, or $0.19 per
share, for the same quarter last year. Second quarter 1997 operating income
of $6.4 million was $0.7 million, or 12%, higher than the same quarter last
year.
Second quarter 1997 revenues of $38.3 million were $6.3 million, or 19.8%,
higher than the same quarter last year. The increase in revenues was due
primarily to higher revenues from workflow/collision estimating software seats,
TOTAL LOSS valuation services and ACCESS claims services. Workflow/collision
estimating software seat revenues increased due to an increase in the number of
seats in both the autobody and insurance markets. The increase in Total Loss
valuation services revenues was due to higher transaction volume that resulted
from product enhancements. ACCESS claims services increased primarily as a
result of higher transaction volume.
Production and customer support increased from $7.5 million, or 23.5% of
revenues, to $8.4 million, or 21.9% of revenues. The increase in dollars was
attributable primarily to an increase in productive and customer support
capacity following an increase in workflow/collision estimating seat
implementations. The decline as a percentage of revenue was primarily due to the
leveraging of costs against a higher revenue base. Commission, royalties and
licenses increased from $3.4 million, or 10.7% of revenues, to $4.6 million, or
12.0% of revenues. The increase in dollars and as a percent of revenues was due
primarily to higher revenues from PATHWAYS workflow estimating seats and
autobody collision estimating seats, which generate both a commission and a data
royalty. Selling, general and administrative increased from $9.7 million, or
30.3% of revenues, to $12.3 million, or 32.0% of revenues. The increase in
dollars and as a percentage of revenue was due primarily to an increase in the
resources committed to selling both workflow/collision estimating and
consultative services, efforts to build and upgrade internal systems, and, in
the comparable 1996 period, constraints imposed on operating expenditures due to
principal payment obligations and restrictive covenants attributable to the
Company's previous commercial bank credit facility. Depreciation and
amortization increased from $1.6 million, or 5.1% of revenues, to $1.9 million,
or 5.0% of revenues. The increase in dollars was a result of higher capital
expenditures for internal systems, primarily expenditures for product
engineering and customer support. Product development and programming increased
from $4.0 million, or 12.5% of revenues, to $4.8 million, also 12.5% of
revenues. The dollar increase was due primarily to an increased allocation of
Company resources to product development and wage pressure associated with
retaining software engineers.
Interest expense declined $0.9 million to $35 thousand due to repayments of
long-term debt and contract funding amortization, including repayments following
the Company's 1996 initial public offering of common stock. Second quarter
income taxes increased from $0.9 million, or 17.9% of income before taxes, to
$2.8 million, or 41.9% of income before taxes. The increase was attributable to
higher pretax income and the release of certain deferred income tax valuation
allowances in the second quarter of 1996.
SIX MONTHS ENDED JUNE 30, 1997 COMPARED WITH SIX MONTHS ENDED JUNE 30, 1996
The Company reported net income applicable to common stock of $7.1 million, or
$0.29 per share, for the six months ended June 30, 1997, versus net income of
$5.1 million, or $0.29 per share, for the same period last year. For the six
months ended June 30, 1997, operating income of $12.1 million was $2.0 million,
or 20%, higher than the comparable 1996 period.
Revenues for the six months ended June 30, 1997 of $75.1 million were $11.7
million, or 18.5%, higher than the same period last year. The increase in
revenues was due primarily to higher revenues from workflow/collision estimating
software seats, TOTAL LOSS valuation services and ACCESS claims services.
Workflow/collision estimating software seat revenues increased due to an
increase in the number of seats
8
<PAGE>
in both the autobody and insurance markets. The increase in Total Loss valuation
services revenues was due to higher transaction volume that resulted from
product enhancements. ACCESS claims services increased primarily as a result of
higher transaction volume.
Production and customer support increased from $15.5 million, or 24.5% of
revenues, to $17.0 million, or 22.7% of revenues. The increase in dollars was
attributable primarily to an increase in productive and customer support
capacity following an increase in workflow/collision estimating seat
implementations. The decline as a percentage of revenue was primarily due to the
leveraging of costs against a higher revenue base. Commission, royalties and
licenses increased from $6.7 million, or 10.5% of revenues, to $8.8 million, or
11.7% of revenues. The increase in dollars and as a percent of revenues was due
primarily to higher revenues from PATHWAYS workflow estimating seats and
autobody collision estimating seats, which generate both a commission and a data
royalty. Selling, general and administrative increased from $19.0 million, or
30.1% of revenues, to $24.3 million, or 32.3% of revenues. The increase in
dollars and as a percentage of revenue was due primarily to an increase in the
resources committed to selling both workflow/collision estimating and
consultative services, efforts to build and upgrade internal systems, and, in
the comparable 1996 period, constraints imposed on operating expenditures due to
principal payment obligations and restrictive covenants attributable to the
Company's previous commercial bank credit facility. Depreciation and
amortization decreased from $4.0 million, or 6.3% of revenues, to $3.7 million,
or 4.9% of revenues. The decrease in dollars 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 CCC Development
Company, the joint venture that initially developed the Company's EZEST
collision estimating software. This reduction was partially offset by higher
capital expenditures for internal systems, primarily expenditures for product
engineering and customer support. Product development and programming increased
from $8.1 million, or 12.8% of revenues, to $9.2 million, or 12.3% of revenues.
The dollar increase was due primarily to an increased allocation of Company
resources to product development and wage pressure associated with retaining
software engineers.
Interest expense declined $1.9 million to $72 thousand due to repayments of
long-term debt and contract funding amortization, including repayments following
the Company's 1996 initial public offering of common stock. Income taxes for the
six months ended June 30, 1997 increased from $1.7 million, or 20.0% of income
before taxes, to $5.3 million, or 42.1% of income before taxes. The increase
was attributable to higher pretax income and the release of certain deferred
income tax valuation allowances in the same period last year.
NEW ACCOUNTING PRONOUNCEMENTS
The Financial Accounting Standards Board ("FASB") issued Statement of
Financial Accounting Standards ("SFAS") No. 128, "Earnings Per Share," in
February 1997. This statement establishes new standards for computing and
presenting earnings per share. This statement is effective for financial
statements issued for periods ending after December 15, 1997; earlier
adoption is not permitted. Adoption of this statement will require the
presentation of basic and diluted earnings per share. If the statement had
been adopted, pro forma basic and diluted earnings per share, for the three
and six months ended June 30, 1997 and 1996, would have been as follows:
Three Months Ended Six Months Ended
------------------ ----------------
June 30, June 30,
-------- --------
1997 1996 1997 1996
---- ---- ---- ----
Basic earnings per share $0.16 $0.20 $0.30 $0.31
Diluted earnings per share $0.15 $0.19 $0.29 $0.29
The FASB has also issued SFAS No. 130, "Reporting Comprehensive Income," in
June 1997. In addition to net income, comprehensive income includes items
recorded directly to stockholders' equity, such as preferred stock accretion,
preferred stock dividends and the income tax benefit related to the
9
<PAGE>
exercise of certain stock options. This statement establishes new standards for
reporting and displaying comprehensive income and its components in a full set
of general-purpose financial statements. This statement is effective for fiscal
years beginning after December 15, 1997. Adoption of this standard will only
require an additional financial statement disclosure detailing the Company's
comprehensive income.
In June 1997, the FASB also issued SFAS No. 131, "Disclosures about
Segments of an Enterprise and Related Information." SFAS No. 131 establishes new
standards for reporting information about operating segments in interim and
annual financial statements. This statement is also effective for fiscal years
beginning after December 15, 1997. The Company is currently evaluating the
impact this statement will have on the consolidated financial statements.
LIQUIDITY AND CAPITAL RESOURCES
During the six months ended June 30, 1997, net cash provided by operating
activities was $11.2 million. The Company applied $3.8 million to the purchase
of equipment and software and invested $6.0 million in marketable securities,
net of proceeds from the sale of such securities.
Management believes that cash flows from operations and the Company's
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 that 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
under liquidity and capital resources above contains a forward-looking statement
which involves certain degrees of risks and uncertainties. The risks and
uncertainties, include, 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 Initial Public
Offering Prospectus and Registration on Form S-1 filed with the Securities and
Exchange Commission ("Commission") on August 16, 1996 and the Company's 1996
Annual Report on Form 10-K, as amended, filed with the Commission on April 3,
1997.
10
<PAGE>
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
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 2. CHANGES IN SECURITIES
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
April 15, 1997.
(b) The directors listed in the Registrant's Proxy Statement dated
March 14, 1997, 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 Abstentions
-------- --- -------- -----------
John J. Byrne 21,672,328 0 8,835,958
Morgan W. Davis 21,672,328 0 8,835,958
Thomas L. Kempner 21,672,328 0 8,835,958
Gordan S. Macklin 21,672,328 0 8,835,958
Robert T. Marto 21,672,328 0 8,835,958
David M. Phillips 21,672,328 0 8,835,958
Michael R. Stanfield 21,672,328 0 8,835,958
(c) The Company's Employee Stock Option plan was approved. Voting by
stockholders on the proposal was 21,646,928 for, 24,100 against, 1,300 withheld
and 8,835,958 abstentions.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
3.1 Amended and Restated Certificate of Incorporation
(incorporated herein by reference to Exhibit 3.1 of the
Company's Annual Report on Form 10-K, Commission File No.
000-28600)
11
<PAGE>
3.2 Amended and Restated Bylaws (incorporated herein by
reference to Exhibit 3.2 of the Company's Annual Report on
Form 10-K, Commission File No. 000-28600)
4.1 Specimen Common Stock Certificate (incorporated herein by
reference to Exhibit 4.1 of the Company's Registration
Statement on Form S-1, Commission File No. 333-07287)
4.2 Stockholder's Agreement (incorporated herein by reference to
Exhibit 4.2 of the Company's Registration Statement on Form
S-1, Commission File No. 333-07287)
4.3 Regulatory Contingency Agreement dated as of June 16, 1994
by and among the Company and White River Ventures Inc.
(incorporated herein by reference to Exhibit 4.3 of the
Company's Registration Statement on Form S-1, Commission
File No. 333-07287)
4.4 Series C Preferred Designation (incorporated herein by
reference to Exhibit 4.4 of the Company's Registration
Statement on Form S-1, Commission File No. 333-07287)
4.5 Series D Preferred Designation (incorporated herein by
reference to Exhibit 4.5 of the Company's Registration
Statement on Form S-1, Commission File No. 333-07287)
4.6 Series E Preferred Designation (incorporated herein by
reference to Exhibit 4.6 of the Company's Registration
Statement on Form S-1, Commission File No. 333-07287)
10.1 Credit Facility Agreement between CCC Information Services
Inc., Signet Bank and the other financial institutions party
thereto (incorporated herein by reference to Exhibit 10.1 of
the Company's Annual Report on Form 10-K, Commission File
No. 000-28600)
10.2 Motors Crash Estimating Guide Data License (incorporated
herein by reference to Exhibit 10.3 of the Company's
Registration Statement on Form S-1, Commission File
No. 333-07287)
10.3 Stock Option Plan (incorporated herein by reference to
Exhibit 10.3 of the Company's Annual Report on Form 10-K,
Commission File No. 000-28600)
10.4 1997 Stock Option Plan (incorporated herein by reference to
Exhibit 4.04 of the Company's Registration Statement on Form
S-8, Commission File No. 333-07287)
10.5 1997 Stock Option Agreement (incorporated herein by
reference to Exhibit 4.05 of the Company's Registration
Statement on Form S-8, Commission File No. 333-07287)
11 Statement Re: Computation of Per Share Earnings
27 Financial Data Schedule
(b) Reports on Form 8-K
None.
12
<PAGE>
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: August 8, 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 and Controller
Principal Accounting Officer
13
<PAGE>
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
EXHIBIT INDEX
3.1 Amended and Restated Certificate of Incorporation (incorporated herein
by reference to Exhibit 3.1 of the Company's Annual Report on Form
10-K, Commission File No. 000-28600)
3.2 Amended and Restated Bylaws (incorporated herein by reference to
Exhibit 3.2 of the Company's Annual Report on Form 10-K, Commission
File No. 000-28600)
4.1 Specimen Common Stock Certificate (incorporated herein by reference to
Exhibit 4.1 of the Company's Registration Statement on Form S-1,
Commission File No. 333-07287)
4.2 Stockholder's Agreement (incorporated herein by reference to Exhibit
4.2 of the Company's Registration Statement on Form S-1, Commission
File No. 333-07287)
4.3 Regulatory Contingency Agreement dated as of June 16, 1994 by and
among the Company and White River Ventures Inc. (incorporated herein
by reference to Exhibit 4.3 of the Company's Registration Statement on
Form S-1, Commission File No. 333-07287)
4.4 Series C Preferred Designation (incorporated herein by reference to
Exhibit 4.4 of the Company's Registration Statement on Form S-1,
Commission File No. 333-07287)
4.5 Series D Preferred Designation (incorporated herein by reference to
Exhibit 4.5 of the Company's Registration Statement on Form S-1,
Commission File No. 333-07287)
4.6 Series E Preferred Designation (incorporated herein by reference to
Exhibit 4.6 of the Company's Registration Statement on Form S-1,
Commission File No. 333-07287)
10.1 Credit Facility Agreement between CCC Information Services Inc.,
Signet Bank and the other financial institutions party thereto
(incorporated herein by reference to Exhibit 10.1 of the Company's
Annual Report on Form 10-K, Commission File No. 000-28600)
10.2 Motors Crash Estimating Guide Data License (incorporated herein by
reference to Exhibit 10.3 of the Company's Registration Statement on
Form S-1, Commission File No. 333-07287)
10.3 Stock Option Plan (incorporated herein by reference to Exhibit 10.3 of
the Company's Annual Report on Form 10-K, Commission File No.
000-28600)
10.4 1997 Stock Option Plan (incorporated herein by reference to Exhibit
4.04 of the Company's Registration Statement on Form S-8, Commission
File No. 333-07287)
10.5 1997 Stock Option Agreement (incorporated herein by reference to
Exhibit 4.05 of the Company's Registration Statement on Form S-8,
Commission File No. 333-07287)
11 Statement Re: Computation of Per Share Earnings
27 Financial Data Schedule
14
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT 11
CCC INFORMATION SERVICES GROUP INC. AND SUBSIDIARIES
STATEMENT RE: COMPUTATION OF NET INCOME PER SHARE
(IN THOUSANDS)
(UNAUDITED)
Three Months Ended Six Months Ended
----------------------- -------------------------
June 30, June 30,
-------- --------
1997 1996 1997 1996
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Net income:
Net income $ 3,887 $ 4,107 $ 7,306 $ 6,691
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
Weighted average common shares outstanding:
Shares attributable to common stock outstanding 23,661 16,460 23,586 16,300
Shares attributable to common stock equivalents outstanding 1,187 1,297 1,241 1,297
---------- ---------- ---------- ----------
24,848 17,757 24,827 17,597
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
Net income $ 0.15 $ 0.23 $ 0.30 $0.38
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
Per share dividends and accretion:
Dividends and accretion $ (90) $ (811) $ (178) $ (1,604)
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
Weighted average common shares outstanding:
Shares attributable to common stock outstanding 23,661 16,460 23,586 16,300
Shares attributable to common stock equivalents outstanding 1,187 1,297 1,241 1,297
---------- ---------- ---------- ----------
24,848 17,757 24,827 17,597
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
Per shares dividends and accretion $ - $ (0.04) $ (0.01) $ (0.09)
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
Net income per share applicable to common stock:
Net income applicable to common stock $ 3,797 $ 3,296 $ 7,128 $ 5,087
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
Weighted average common shares outstanding:
Shares attributable to common stock outstanding 23,661 16,460 23,586 16,300
Shares attributable to common stock equivalents outstanding 1,187 1,297 1,241 1,297
---------- ---------- ---------- ----------
24,848 17,757 24,827 17,597
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
Net income per share applicable to common stock $ 0.15 $ 0.19 $ 0.29 $ 0.29
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS AS OF AND FOR THE SIX MONTHS
ENDED JUNE 30, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
CONSOLIDATED INTERIM FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 11,298
<SECURITIES> 14,987
<RECEIVABLES> 13,625
<ALLOWANCES> 2,283
<INVENTORY> 0
<CURRENT-ASSETS> 41,763
<PP&E> 32,236
<DEPRECIATION> 23,430
<TOTAL-ASSETS> 68,940
<CURRENT-LIABILITIES> 24,639
<BONDS> 50
4,866
0
<COMMON> 88,326
<OTHER-SE> (54,770)<F1>
<TOTAL-LIABILITY-AND-EQUITY> 68,940
<SALES> 0
<TOTAL-REVENUES> 75,066
<CGS> 0
<TOTAL-COSTS> 63,003
<OTHER-EXPENSES> 629<F2>
<LOSS-PROVISION> 554
<INTEREST-EXPENSE> 72
<INCOME-PRETAX> 12,620
<INCOME-TAX> (5,314)
<INCOME-CONTINUING> 7,306
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7,306
<EPS-PRIMARY> .29<F3>
<EPS-DILUTED> 0
<FN>
<F1> Accumulated deficit
<F2> Other income, net of expenses
<F3> Includes dividends and accretion on mandatorily redeemable preferred stock
</FN>
</TABLE>
