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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
Commission File Number: 0-28600
CCC INFORMATION SERVICES GROUP INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 54-1242469
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
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WORLD TRADE CENTER CHICAGO
444 MERCHANDISE MART
CHICAGO, ILLINOIS 60654
(Address of principal executive offices, including zip code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(312) 222-4636
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
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NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
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None None
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SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Stock, $0.10 par value
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes __X__ No _____
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. / /
The aggregate market value of voting shares (based on the closing price of
those shares listed on the Nasdaq National Market and the consideration received
for those shares not listed on a national or regional exchange) held by
non-affiliates (as defined in Rule 405) of the registrant as of March 30, 1998
was $317,640,712.
As of March 30, 1998, 24,764,583 shares of CCC Information Services Group
Inc. common stock, par value $0.10 per share, were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Part III of this Annual Report on Form 10-K incorporates by reference
portions of the registrant's Notice of 1998 Annual Meeting of Stockholders and
Proxy Statement.
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CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
ANNUAL REPORT ON FORM 10-K
TABLE OF CONTENTS
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PAGE(S)
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PART I
Item 1. Business..................................................................................... 1-11
Item 2. Properties................................................................................... 12
Item 3. Legal Proceedings............................................................................ 12
Item 4. Submission of Matters to a Vote of Security Holders.......................................... 12
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters........................ 12
Item 6. Selected Financial Data...................................................................... 13-14
Item 7. Management's Discussion and Analysis of Results of Operations and Financial Condition........ 14-20
Item 8. Financial Statements and Supplementary Data.................................................. 20
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure......... 20
PART III
Item 10. Directors and Executive Officers of the Registrant........................................... 20-24
Item 11. Executive Compensation....................................................................... 24-29
Item 12. Security Ownership of Certain Beneficial Owners and Management............................... 29-31
Item 13. Certain Relationships and Related Transactions............................................... 31
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.............................. 32-53
Signatures............................................................................................... 54
Directors and Executive Officers......................................................................... 55
Corporate Information.................................................................................... 56
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CCC INFORMATION SERVICES GROUP INC.
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This Annual Report on Form 10-K contains forward-looking statements within
the definition of Federal Securities laws. The section entitled "Forward Looking
Statements" contains additional disclosures concerning forward-looking
statements.
PART I
ITEM 1. BUSINESS
ORGANIZATION
CCC Information Services Group Inc. ("Company") (formerly known as InfoVest
Corporation), through its wholly owned subsidiary CCC Information Services Inc.
("CCC"), is a supplier of automobile claims information and processing services,
claims management software and communication services. The Company's services
and products enable automobile insurance company and collision repair facility
customers to improve efficiency, manage costs and increase consumer satisfaction
in the management of automobile claims and restoration.
As of December 31, 1997, White River Ventures Inc. ("White River") held
approximately 35% of the total outstanding common stock of the Company and had
51% of the voting power associated with the Company's total outstanding voting
stock. White River is a wholly owned subsidiary of White River Corporation.
BUSINESS SUMMARY
The principal services and products offered by the Company automate the
process of evaluating and settling both total loss and repairable automobile
claims. When a vehicle cannot be repaired, the Company's vehicle valuation
services and products, primarily TOTAL LOSS, provide insurance companies with
the ability to effect total loss settlements on the basis of market-specific
vehicle values. When a vehicle is repairable, the Company's collision estimating
services and products, principally EZEST and PATHWAYS, provide insurance
appraisers and collision repair facilities with up-to-date pricing, interactive
decision support and computer-assisted logic to produce accurate collision
repair estimates. The Company's claims outsourcing services and products
includes ACCESS, a vehicle restoration and management service. Communication
services offered by the Company connect insurers, appraisers and collision
repair facilities, providing the information required for decision making. The
Company also provides a wide variety of related services and products intended
to facilitate the overall management of the automobile claims process. The
Company's PATHWAYS workflow management software is designed to integrate each of
the Company's product offerings on a common platform with a common graphical
user interface, facilitating the learning of new applications while providing
the Company's customers with a broader tool set for claims completion. The
Company's services and products represent an integrated solution, combining
information, claims management software and secure communication systems to
improve the efficiency of the automobile claims process.
The Company's customers include the largest U.S. automobile insurance
companies and most of the small to medium size automobile insurance companies in
the country. In addition, the Company's products are used by approximately
12,000 collision repair facilities. The Company's core competencies include
collection and processing of claims and automobile valuation and repair data,
development of client-server, object-oriented claims and collision repair
software products, communications network management, customer service and the
workflow processes of automobile insurance claims.
The Company sells its services and products to insurance companies through a
direct sales force. The Company contracts with independent sales representatives
to sell its products to collision repair facilities.
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Over 60% of the Company's revenue for 1997 was for services and products sold
pursuant to contracts, which generally have multi-year terms. A substantial
portion of the Company's remaining revenue represented sales to customers that
have been doing business with the Company for many years. The Company's services
and products are generally sold under multi-year contracts either on a monthly
subscription or a per transaction basis.
OVERVIEW OF THE AUTOMOBILE INSURANCE CLAIMS PROCESS
Automobile claims generally involve three types of participants: automobile
insurance companies, consumers and service providers, such as collision repair
facilities and attorneys. The interaction among these parties in the processing
of a claim can be referred to as the "automobile claims industry." The Company
believes that the claims process has historically been inefficient and
contentious for the participating parties due, in part, to the lack of
independently verifiable claims data and inefficient communications networks.
THE AUTOMOBILE INSURANCE INDUSTRY
Of the companies offering private passenger automobile insurance in the
United States, the twenty largest providers account for more than 65% of all
automobile insurance premiums. Insurance companies compete principally on the
basis of price, marketing, consumer satisfaction and claims paying ability.
State agencies closely regulate the product offerings, claims processes and the
premium structure of insurance companies. In addition, the laws of many states
require motorists to carry liability insurance at specified minimum levels.
The automobile insurance industry is changing rapidly. The automobile
insurance marketplace is experiencing price constraints as a result of
increasing competition and regulatory activity. At the same time, policy holders
are demanding higher levels of customer service. The growing complexity and
sophistication of automobile design and engineering is increasing the actual
repair cost (referred to in the automobile claims industry as "severity") of
collision claims. In addition, the personal injury component of automobile
insurance claims is rising, in part, as a result of the increasing frequency of,
and magnitude of, claims involving alleged bodily injury, including soft-tissue
claims. Competitive pressures and resistance by policy holders and regulators to
premium increases are causing insurance companies to focus on managing costs.
The Company believes that the insurance industry's focus on cost management
has been accompanied by an increasing recognition that it is easier and more
cost-effective to retain an existing policy holder than to lure a new customer
away from a competitor. Dissatisfaction with the claims handling process is a
frequently cited cause of policy non-renewal.
THE COLLISION REPAIR INDUSTRY
The collision repair industry, which has historically been extremely
fragmented, is consolidating. Most collision repair facilities are
owner-operated, single-location businesses which focus on a local market. The
Company estimates that 20 to 25 thousand collision repair facilities have annual
revenues in excess of $300 thousand. These facilities tend to be larger, better
capitalized and increasingly reliant on professional and sophisticated
management who are adopting new technology and wholesale marketing techniques to
compete.
The costs to operate a collision repair facility have risen substantially
over the past decade. Modern automobile designs coupled with extensive
environmental regulations are forcing repair facilities to make
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significant capital investments in increasingly sophisticated equipment and
better training. At the same time, insurance companies are looking to collision
repair facilities to assist in cost containment.
Because a substantial portion of collision repair facility revenue is
sourced from insurance companies, collision repair facility owners are
increasingly shifting their marketing efforts from consumer-oriented advertising
to wholesale marketing and insurance company referrals. For example, many
collision repair facilities are seeking to capitalize on insurance
industry-driven trends such as the growth in direct repair programs. A direct
repair program, or DRP, allows an insured whose automobile is involved in a
collision to have the repair performed within a network of approved repair
facilities. To participate in DRPs with major insurance companies, collision
repair facilities must meet minimum standards for equipment, training and
facilities. To ensure continued satisfaction at both the referring insurance
company and consumer level, collision repair facilities must seek ways to
improve productivity and optimize the workflow of the automobile repair process.
To achieve these goals, collision repair facilities are making substantial
investments in capital equipment and computer technology.
THE AUTOMOBILE CLAIMS PROCESS
Insurance companies generally handle automobile physical damage claims in
one of three ways: in-house staff appraisals, direct repair programs and
independent adjustments.
STAFF APPRAISAL. The insurance industry employs staff appraisers and claims
representatives who, the Company estimates, handle 70% to 75% of all automobile
claims. This estimate is based on the Company's claims experience, and
interviews with its large insurance company customers. Staff appraisers handle a
broad range of claims tasks, including appraisal, claims supplements, police
reporting, total loss files, salvage processing and settlement payments. Based
on the Company's internal estimates, staff appraisers typically handle twelve or
more claims per day when in a drive-in facility and three to five claims per day
when in the field. The Company believes that most insurance company staff
appraisers use collision estimating software to prepare collision repair
estimates.
DIRECT REPAIR PROGRAMS. Seventeen of the top twenty automobile insurers,
including each of the five largest, offer some form of direct repair program.
Based on the Company's interviews with its insurance company customers, the
Company estimates that 15% of all automobile claims are handled through a DRP,
the fastest-growing method for handling automobile claims. The Company believes
that DRPs present significant opportunities to both insurance companies and
collision repair facilities to increase the satisfaction of their customers.
Surveys demonstrate that DRPs result in higher consumer satisfaction than either
of the other claims handling methods. In addition, by eliminating several days
from the claims process, insurers utilizing DRPs reduce replacement rental car
expense and eliminate the costs associated with dispatching an adjuster to
appraise each vehicle. An automated DRP ensures accurate estimates, facilitates
the use of alternate replacement parts and increases the productivity of
auditors and reinspectors. The Company estimates that adjusters who formerly
completed only three to five estimates per day under a staff appraisal program
can review 20 to 25 claims per day under a DRP. Participating collision repair
facilities gain volume and efficiency and reduce disputes with consumers and
insurance companies.
INDEPENDENT ADJUSTMENT. Based on the Company's interviews with its
insurance customers, the Company estimates that independent claims adjusters
handle 15% to 22% of all automobile claims. Independent adjusters offer their
appraisal skills to a variety of insurance companies in a specific geographic
location. Insurers typically outsource claims to independent adjusters where
their market coverage does not justify hiring local staff or when the volume of
work exceeds local capacity. The Company estimates that most independent
adjusters do not use automated collision estimating systems.
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NEEDS AND OPPORTUNITIES IN THE AUTOMOBILE CLAIMS PROCESS
The Company believes trends in the automobile insurance industry create
several identifiable needs. First, automobile insurers need to increase consumer
satisfaction through faster, more efficient claims handling procedures. Second,
insurance companies need to improve working relationships with their primary
service providers through the exchange of auditable data and improved
communication. Third, insurers need to integrate emerging technologies into
their legacy mainframe hardware and software systems. Finally, smaller insurance
companies need to become cost competitive with the major insurers by adopting
solutions which provide economies of scale benefits.
Trends in the collision repair industry also present collision repair
facilities with several needs and opportunities. First, repair facilities need
to secure a steady supply of customers through efficient marketing and greater
connectivity to insurance companies. Second, repair facilities need to improve
their operating efficiency, business management and repair processing through
affordable information and decision making tools.
The Company believes that improvements in the automobile claims process will
require that participants have ready access to data, decision making tools and
efficient communications. As a result, there is a need for integrated, efficient
solutions in the appraisal, repair and settlement processes which will speed
repairs, assure consumer satisfaction and save money.
SERVICES AND PRODUCTS
The Company's services and products are integrated for use with one another
across multiple platforms and are designed for ease of use by the large number
of people involved in the automobile claims process on a daily basis.
Approximately 66% of the Company's consolidated revenue for 1997 was from the
sale of services and products to insurance companies with the remainder sold to
collision repair facilities and other customers. Revenues from TOTAL LOSS
valuation services and EZEST and PATHWAYS Collision Estimating software
licensing accounted for 32% and 47%, respectively, of the Company's consolidated
1997 revenue.
PATHWAYS WORKSTATION SOFTWARE. PATHWAYS is a windows-based workstation
software platform designed to better serve the overall workflow needs of
insurance field staffs. PATHWAYS offers a common, graphical user interface
across all applications which organizes claims in tabbed, electronic workfiles
and reduces the time required to learn or develop new software functions or
applications. PATHWAYS includes a workflow manager which assists users in
managing all aspects of their day-to-day activities, including receipt of new
assignments, communication of completed activity, electronic file notes and
reports as well as the automatic logging of key events in the claims process.
The Company intends to integrate all of its existing field applications into
this platform and develop all future field applications on PATHWAYS. PATHWAYS is
fully integrated with the Company's communications network, allowing adjusters
to operate in the field, and thereby reduce office and other expenses. The first
PATHWAYS application was PATHWAYS Collision Estimating, which provides improved
functionality when compared to the predecessor DOS based EZEST product.
VEHICLE VALUATION SERVICES AND PRODUCTS. The Company's TOTAL LOSS service
provides insurance companies the ability to effect total loss settlements on the
basis of market-specific values based upon physically inspected used car
inventories. The Company believes that its vehicle database, which contains
detailed information about millions of vehicles either physically inventoried
from one of more than 4,500 dealer lots or taken from recent advertisements, is
the most comprehensive in North America. The Company uses its proprietary
database and valuation software to provide insurance companies with independent,
current, local, market-values and vehicle identification data. The Company's
TOTAL LOSS product complies with the regulatory requirements of all 50 states.
Each total loss valuation includes a
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vehicle identification search under VINGUARD, the Company's vehicle
identification number fraud protection program which matches current claims
against the Company's database of previously totaled or stolen vehicles.
COLLISION ESTIMATING SERVICES AND PRODUCTS. EZEST was the first
stand-alone, PC-based collision estimating system utilizing intelligent logic to
automate the process of eliminating repair activity overlaps and automating all
included operations and ancillary repair work in preparing an estimate.
Intelligent logic represents automation of procedure pages from crash estimating
guides that detail the steps involved in repairing various parts of a damaged
vehicle depending on the extent of the damage. The Company now also offers its
next generation collision estimating product, Pathways Collision Estimating.
Pathways provides automobile insurers with fast and reliable estimates at a low
cost. Pathways runs on any IBM-compatible laptop or desktop computer and
contains all nine volumes of the Motor Crash Estimating Guide and other data
necessary to build an estimate. The Company licenses the Motor Crash Estimating
Guide data from a subsidiary of The Hearst Corporation. A unique feature of
Pathways is its recycled part valuation upgrade which will display and
automatically insert into the estimate a predicted price of those recycled or
salvage automotive parts statistically known to be available in the local market
in which the estimate is written. The Pathways software, Motor Crash Estimating
Guide database and other associated databases are updated via a monthly CD-ROM.
Pathways is sold under multi-year contracts on a monthly subscription basis to
both insurers and collision repair facilities.
PATHWAYS DIGITAL IMAGING. PATHWAYS Digital Imaging, a Pathways workstation
application, allows shops to capture and instantly transmit damage images,
thereby reducing the need for a physical vehicle inspection. The computerized
digital photo imaging system allows automobile insurers and collision repairers
to visually document vehicle damage and electronically communicate the image.
This reduces claims cycle time while eliminating film cost and saving travel and
overnight delivery expense. In September 1997, the Company began delivery of its
next generation system, PATHWAYS Digital Imaging, a software application that
captures, stores and transmits images of vehicle damage. PATHWAYS Digital
Imaging is sold under multi-year contracts on a monthly subscription basis.
GUIDEPOST DECISION SUPPORT. GUIDEPOST is an executive information and data
navigation software package. GUIDEPOST allows managers to electronically
evaluate results, format reports, drill down for subject or personnel review and
compare performance to industry and regional indices. GUIDEPOST updates are
distributed monthly on diskettes and development for network delivery is
underway. While introduced as an element of the Company's suite of electronic
DRP and collision estimating tools, GUIDEPOST will be made available for all the
Company's products, extending the integration of a multi-channel claims process.
EZNET COMMUNICATIONS NETWORK. EZNET connects insurers with their appraisers
and repair network partners. EZNET'S process management capabilities provide the
information required to make appropriate and timely decisions, regardless of
location or settlement process. EZNET is used principally for the complete
electronic communication of work files and estimates to staff appraisers or DRP
partners and for the receipt of auditable estimate data. EZNET is the only
communications network tailored to provide automated communication service to
participants in the automobile physical damage claim process, including:
mailboxing, messaging, routing, imaging, assignment tracking, record library and
third-party gateways. A unique feature of EZNET is the electronic appraisal
review feature that provides real-time exception reporting to target
re-inspections and improves management control of DRP networks and appraisers.
EZNET also facilitates the management of car rental and salvage disposition.
EZNET is sold both on a per transaction basis and on a monthly subscription
basis.
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CLAIMS OUTSOURCING SERVICES AND PRODUCTS. ACCESS is an outsourced vehicle
appraisal and restoration management service. Insurance companies use ACCESS to
appraise and settle claims without hiring either additional staff or independent
appraisers. ACCESS uses a network of Company certified, fully equipped repair
facilities and the Company's claims management tools to provide fast, low cost
claims settlement with high customer satisfaction. In addition, the Company
provides reinspection and restoration management staff for quality assurance.
ACCESS is sold on a per claim basis under multi-year agreements. The Company has
begun to offer a complete claims outsourcing service that manages all aspects of
the claim process. Using a proprietary, state-of-the-art, paperless claims
management system, the outsourcing service takes the initial loss notification
and manages the file through settlement.
EZWORKS PRODUCTIVITY TOOLS. EZWORKS is a set of modular applications that
assist collision repair businesses with a variety of management functions such
as job costing, operations analysis, and accounting interfaces. EZWORKS provides
an important interface between EZEST and a leading commercial accounting
product.
CUSTOMERS
The Company's business is based on relationships with the two primary users
of the Company's services: automobile insurance companies and collision repair
facilities. The Company's customers include the largest U.S. automobile
insurance companies and most of the small to medium size automobile insurance
companies in the country.
The Company's products are used by approximately 12,000 collision repair
facilities. The Company has collision repair customers in all 50 states,
including most major metropolitan markets. In addition to assisting collision
repair facilities in managing their businesses, many of these customers use the
Company's services and products as a means to participate in insurance DRP
programs, thereby making the use of the Company's services and products
important to the customer's business growth.
Over 60% of the Company's revenue for 1997 was for services and products
sold pursuant to contracts, which generally have multi-year terms. A substantial
portion of the Company's remaining revenue represented sales to customers that
have been doing business with the Company for many years. The Company's services
and products are sold either on a monthly subscription or a per transaction
basis.
SALES AND MARKETING
Including Collision Repair Representatives, the Company utilizes
approximately 300 sales and service professionals across five different sales
organizations and certain other sales and marketing functions to market and sell
its services and products. Employee counts below for each of the five sales
organization are as of December 31, 1997.
NATIONAL SALES ORGANIZATION. The National Sales Organization comprises
national account managers ("NAMs") who focus on the Company's overall
relationships with the home and regional offices of seventy six leading
insurance companies. NAMs are experienced sales professionals charged with
meeting customers' business needs with a consultative approach. NAMs are
responsible for home office relationships through which most major and all
company-wide contracts are signed and renewed.
BUSINESS SOLUTIONS GROUP. The Business Solutions Group (BSG) consists of
business solutions managers and consultants that identify, develop and perform
qualified consulting projects and development of custom user interfaces. The BSG
plays a critical role in reviewing customer business practices to benchmark
current operations and to identify opportunities for improvement. BSG often
works closely
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with customer system staffs to assure smooth implementation of more technically
complicated and customized service offerings.
FIELD SALES & SERVICE GROUP. Claims office territory managers are deployed
geographically with responsibility for individual claims offices of all of the
Company's insurance company clients. These employees are charged with on-going
field training and support for the Company's transaction-based businesses. The
Company's territory managers assist claim managers with the training of high
turnover personnel, program result analysis and problem resolution.
Increasingly, territory managers are functioning as claim settlement
consultants.
NEW BUSINESS ACQUISITION TEAM. The NBA team focuses on selling specific
products into the insurance market. Their role is to increase the Company's
market share in each product category in which the Company competes. They work
closely with the other sales organizations to bring specific product expertise
to our customers.
COLLISION REPAIR REPRESENTATIVES. The Company contracts independent sales
representatives to sell the Company's products to collision repair facilities
across the country. The primary representatives are assigned geographic
territories and often employ secondary representatives to increase presence in
particular areas. The representatives are highly experienced within the
collision repair industry and typically assist customers in dealing with a
variety of business issues.
The Company's marketing efforts for the automobile insurance market are
conducted through three principal means. The Company believes that most claims
executives and managers learn about new technologies and solutions through sales
personnel, so the majority of the Company's insurance marketing dollars is
devoted to developing professional collateral materials for use by the sales
force. The Company sponsors an annual industry conference for senior claims
executives and collision repair industry leaders. The Company's senior managers
are frequent speakers at industry gatherings and are frequent authors of
articles published in industry and national print media.
The Company's marketing efforts for the automobile repair market are
conducted through participation in national and regional trade shows, lead
generating direct marketing programs, collateral materials and trade
advertising.
TRAINING AND SUPPORT
Field appraisers, claim representatives and collision repair facility owners
use the Company's tools and information for decision making. The Company
addresses its customer service needs through a field and telephone training and
support staff that consists of approximately 180 employees. The support staff
consists of individuals with technical knowledge and experience relating not
only to application software, operating systems and network communications, but
also to new and used car automobile markets and collision repair. The Company
routinely analyzes customer call types to modify products or training and,
whenever necessary, will dispatch a field representative to provide process
assistance. In addition, Company field trainers implement every new sale.
TECHNOLOGY
Underlying each of the Company's principal services and products are
databases which customers access through software and the Company's
communications network.
VEHICLE VALUATION SERVICES AND PRODUCTS. The Company's proprietary database
of valuation data used in connection with its TOTAL LOSS services and products
is built through the Company's own data collection
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network. This network includes detailed used car inventory and sales data from
more than 4,500 automobile dealers in 228 metropolitan areas throughout the
United States and Canada, as well as data from local newspaper advertisements
and prior transactions. The database includes more than 15 million prior
valuations, including theft data. The Company maintains its TOTAL LOSS database
on a mainframe computer which customers directly access using the Company's
proprietary communications network or by telephone or facsimile.
COLLISION ESTIMATING SERVICES AND PRODUCTS. The Company offers its
collision estimating services and products through a personal computer-based,
open systems approach using its object-oriented design. The Company's principal
database for its collision estimating products is the Motor Crash Estimating
Guide published by a subsidiary of The Hearst Corporation. The Company licenses
this database under a contract which expires in 2002, that grants to the Company
a license to publish the database electronically. This contract includes the
exclusive license for intelligent logic to the insurance industry, the integral
component of collision estimating software. See further discussion of this
contract under "Intellectual Property."
EZNET COMMUNICATIONS NETWORK. The Company's communications network, EZNET,
transmits and processes both staff and direct repair claims data. EZNET'S
Transport Layer provides reliable, secure data transmission. EZNET'S Workflow
Layer routes claims information and status updates to multiple recipients
according to insurance company preference and provides storage through network
mailboxes maintained by the Company. EZNET supports all major communications
protocols, including X25, SNA, ISDN and TCP/IP, as well as industry standards
such as the Collision Industry Electronic Commerce Association.
PATHWAYS ENVIRONMENT. The Company has built and completed class libraries
consisting of approximately 1,000 business and system objects that serve as the
foundation of its PATHWAYS product line. These objects were designed with a work
flow orientation and are used in a framework to manage databases, maintain model
persistence, create electronic workfiles, and facilitate communications. These
elements are used in conjunction with a common graphical user interface for all
applications. This approach is intended to offer many advantages to the
Company's customers, including ease of training and integration of complementary
systems and legacy applications. In addition, the graphical user interface and
object-oriented foundation of these services and products is designed to enable
faster introduction of additional application modules with greater product
quality assurance as well as easy integration with customer-developed software
applications. It is the Company's intent to build all new products within this
framework and to migrate existing products to it.
PRODUCT DEVELOPMENT AND PROGRAMMING
The Company's ability to maintain and grow its position in the claims
industry is dependent upon expansion of its products and services. Investments
in development are therefore critical to obtaining new customers and renewals
from existing customers. The Company's product development and programming
efforts principally consist of software development, development of enhanced
communication protocols and applications, and database design and enhancement.
Product engineering activities focus on improving speed to market of new
products, services, and enhancements, adding new business functions without
affecting existing services and products, and reducing development costs. The
Company uses its class library of objects, knowledge of its clients' workflows
and its automated testing tools to deliver quality workflow-oriented solutions
to the marketplace quickly. The Company develops products in close collaboration
with its clients based on specific needs. The Company's total product
development and programming expense was $20.2 million, $17.0 million and $14.9
million for the years ended December 31, 1997, 1996 and 1995, respectively.
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INTELLECTUAL PROPERTY
The Company relies primarily on a combination of contracts, intellectual
property laws, confidentiality agreements and software security measures to
protect its proprietary technology. The Company distributes its products under
written license agreements, which grant end-users a license to use the Company's
services and products and which contain various provisions intended to protect
the Company's ownership and confidentiality of the underlying technology. The
Company also requires all of its employees and other parties with access to its
confidential information to execute agreements prohibiting the unauthorized use
or disclosure of the Company's technology.
The Company has trademarked virtually all of its services and products.
These marks are used by the Company in the advertising and marketing of the
Company's services and products. EZEST and CCC are well-known marks within the
automobile insurance and collision repair industries. The Company has patents
for its collision estimation product pertaining to the comparison and analysis
of the "repair or replace" and the "new or used" parts decisions. While the
TOTAL LOSS calculation process is not patented, the methodology and processes
are trade secrets of the Company and are essential to the Company's TOTAL LOSS
business. Despite these precautions, the Company believes that existing laws
provide only limited protection for the Company's technology and that it may be
possible for a third party to misappropriate the Company's technology or to
independently develop similar technology.
Certain data used in the Company's services and products is licensed from
third parties for which they receive royalties. The Company does not believe
that the Company's services and products are significantly dependent upon
licensed data, other than the Motor Crash Estimating Guide data, because the
Company believes it can find alternative sources for such data. The Company does
not believe that it has access to an alternative database that would provide
comparable information to the Motor Crash Estimating Guide. The Motor Crash
Estimating Guide is licensed from the Hearst Corporation through a scheduled
expiration of April 30, 2002. Absent notification of cancellation by either the
Company or the Hearst Corporation two years before the license's scheduled
expiration, the license agreement is automatically extended for one year on a
rolling annual basis. Any interruption of the Company's access to the Motor
Crash Estimating Guide data could have a material adverse effect on the
Company's business, financial condition and results of operations.
The Company is not engaged in any material disputes with other parties with
respect to the ownership or use of the Company's proprietary technology. The
Company has been previously involved, however, in intellectual property
litigation concerning certain data ownership rights, the resolution of which
resulted in substantial payments by the Company. There can be no assurance that
other parties will not assert technology infringement claims against the Company
in the future. The litigation of such a claim may involve significant expense
and management time. In addition, if any such claim were successful, the Company
could be required to pay monetary damages and may also be required to either
refrain from distributing the infringing product or obtain a license from the
party asserting the claim (which license may not be available on commercially
reasonable terms).
COMPETITION
The market for the Company's products is highly competitive. The Company
competes primarily on product differentiation, customer service and price. The
Company's principal competitors are small divisions of two well capitalized,
multinational firms, Automatic Data Processing ("ADP") and Thomson Publishing
Corporation ("Thomson"). ADP offers both a PC-based collision estimating system
and a total loss product to the insurance industry. It offers a different
collision estimating system and a digital imaging system to the collision repair
industry. Thomson publishes crash guides for both the insurance and
9
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CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
automobile collision repair industries and markets collision estimating, shop
management and imaging products. In addition, there are several very small,
collision estimating programs sold into the market which do not use intelligent
logic. In addition, the claims outsourcing business competes with various
outsourcing service providers and third party administration (TPA) entities. The
Company has experienced steady competitive price pressure, particularly in the
collision estimating market, over the past few years and expects that trend to
continue. The strength of this trend may cause the Company to alter its mix of
services, features and prices.
The Company intends to address competitive price pressures by providing high
quality, feature enhanced products and services to its clients. The Company
intends to continue to develop user-friendly claims products and services
incorporating its comprehensive proprietary inventory of data. The Company
expects that the PATHWAYS workflow manager will provide the necessary position
with its insurance and collision repair customers to effectively compete against
competitive price pressures.
At times, insurance companies have entered into agreements with service
providers (including ADP, Thomson and CCC) wherein the agreement provides, in
part, that the insurance company will either use the product or service of that
vendor on an exclusive basis or designate the vendor as a preferred provider of
that product or service. If it is an exclusive agreement, the insurance company
mandates that collision repair facilities, independent appraisers and regional
offices use the particular product or service. If the vendor is a preferred
provider, the collision repair facilities, appraisers and regional offices, are
encouraged to use the preferred product, but may still choose another vendor's
product or service. Additionally, some insurance companies mandate that all
products be tested and approved at the companies' national level before regional
levels can purchase such products. The benefits of being an endorsed product or
on the approved list of an insurance company include immediate customer
availability and a head start over competitors who may not be so approved. With
respect to those insurance companies that have endorsed ADP or Thomson, but not
CCC, the Company will be at a competitive disadvantage.
In connection with the Company's strategy to provide outsourced claims
processing services, the Company will compete with other third-party service
providers, some of whom may have more capital and greater resources than the
Company.
The Company currently processes the majority of insurer-to-collision repair
facility repair assignment and estimate retrieval for DRPs through its EZNET
communications network. The Company believes there is a wide range of
prospective competitors in this service area, many of which have greater
resources than the Company.
EMPLOYEES
As of December 31, 1997, the Company had approximately 1,100 full-time
employees of whom approximately 300 were employed in sales and marketing
functions (excluding independent collision repair representatives),
approximately 180 were employed in customer support functions, approximately 260
in product development and quality assurance functions, approximately 215 in
operations and approximately 130 in finance and administration. The Company
regularly seeks to identify skilled software engineers and other potential
employee candidates, and has found that competition for personnel in the
software industry is intense. The Company believes its ability to recruit and
retain highly skilled technical and other management personnel will be critical
to execute its business plans. The Company's employees are not represented by
any collective bargaining agreement or organization. The Company believes that
its relationships with its employees are good.
10
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CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
FORWARD-LOOKING STATEMENTS
This Item 1 contains forward-looking statements that involve risks and
uncertainties. When used, the words "anticipate", "believe", "estimate", and
"expect" and similar expressions as they relate to the Company and its
management are intended to identify such forward-looking statements. The
Company's actual results, performance or achievements could differ materially
from the results expressed in, or implied by, such forward-looking statements.
Factors that could affect such results, performance or achievements include, but
are not limited to, reliance on major customers, technological change and new
product development, competition, use of licensed information and dependence on
proprietary rights.
11
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CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
ITEM 2. PROPERTIES
The Company's corporate office is located in Chicago, Illinois where the
Company leases approximately 150,000 square feet of a multi-tenant facility
under several leases, the last of which expires in November 2008. The Company
also leases approximately 84,000 square feet in Glendora, California where a
satellite development center and distribution center are housed, under a lease
expiring in August 2000. The Company believes that its existing facilities and
additional or alternative space available to it are adequate to meet its
requirements for the foreseeable future.
ITEM 3. LEGAL PROCEEDINGS
The Company is a party to various claims and routine litigation arising in
the normal course of business. Such claims and litigation are not expected to
have a material adverse effect on the financial condition or results of
operations of the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Common Stock (symbol: CCCG) began trading on the Nasdaq National Market
("Nasdaq") on August 16, 1996. Low and high sales prices of the Common Stock
were as follows:
<TABLE>
<CAPTION>
1997 1996
-------------------------------------------------- ------------------------
FOURTH THIRD SECOND FIRST FOURTH THIRD
QUARTER QUARTER QUARTER QUARTER QUARTER QUARTER(*)
----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Low............................. $ 17.38 $ 14.70 $ 11.75 $ 12.50 $ 12.50 $ 14.00
High............................ $ 23.88 $ 21.00 $ 19.50 $ 19.50 $ 23.00 $ 24.00
</TABLE>
- ------------------------
(*) Represents trading activity for the period from August 16, 1996 through
September 30, 1996.
Since the public offering, no dividends have been declared on shares of the
Company's Common Stock and the Company's Board of Directors currently has no
intention to declare such dividends. As of March 30, 1998, there were 24,764,583
shares of Common Stock issued and outstanding. There were 105 stockholders of
record on March 30, 1998, plus an indeterminate number of stockholders that hold
shares of Common Stock in the names of nominees.
12
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CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
ITEM 6. SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------------------------------------
1997 1996 1995 1994(*) 1993
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
CONSOLIDATED STATEMENT OF OPERATIONS DATA:
Revenues.............................................. $ 159,106 $ 130,977 $ 115,519 $ 91,917 $ 51,264
Expenses:
Operating expenses.................................. 133,401 110,846 104,697 84,094 44,233
Purchased research and development.................. -- -- -- 13,791 --
Loss on lease termination........................... -- -- -- -- 3,802
Litigation settlements.............................. -- -- 4,500 1,750 --
---------- ---------- ---------- ---------- ----------
Operating income (loss)............................... 25,705 20,131 6,322 (7,718) 3,229
Equity in loss of Joint Venture....................... -- -- -- (615) (3,564)
Interest expense...................................... (139) (2,562) (5,809) (7,830) (6,945)
Other income (expense), net........................... 1,505 636 482 316 (311)
---------- ---------- ---------- ---------- ----------
Income (loss) from continuing operations
before income taxes................................. 27,071 18,205 995 (15,847) (7,591)
Income tax (provision) benefit........................ (11,239) (2,683) 291 2,688 1,817
---------- ---------- ---------- ---------- ----------
Income (loss) from continuing operations.............. 15,832 15,522 1,286 (13,159) (5,774)
Income from discontinued operations, net of income
taxes................................................. -- -- -- 1,006 (4,357)
Extraordinary loss on early retirement of debt, net of
income taxes.......................................... -- (678) -- -- --
---------- ---------- ---------- ---------- ----------
Net income (loss)....................................... 15,832 14,844 1,286 (12,153) (10,131)
Dividends and accretion on mandatorily redeemable
preferred stock....................................... (365) (6,694) (3,003) (1,518) --
---------- ---------- ---------- ---------- ----------
Net income (loss) applicable to common stock............ $ 15,467 $ 8,150 $ (1,717) $ (13,671) $ (10,131)
---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ----------
PER SHARE DATA:
INCOME PER COMMON SHARE--BASIC
Income (loss) applicable to common stock from:
Continuing operations................................. $ 0.65 $ 0.46 $ (0.11) $ (1.12) $ (0.63)
Discontinued operations............................... -- -- -- 0.08 (0.47)
Extraordinary loss on early retirement of debt, net of
income taxes........................................ -- (0.03) -- -- --
---------- ---------- ---------- ---------- ----------
Net income (loss) applicable to common stock............ $ 0.65 $ 0.43 $ (0.11) $ (1.04) $ (1.10)
---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ----------
INCOME PER COMMON SHARE--DILUTED
Income (loss) applicable to common stock from:
Continuing operations................................. $ 0.62 $ 0.43 $ (0.11) $ (1.12) $ (0.63)
Discontinued operations............................... -- -- -- 0.08 (0.47)
Extraordinary loss on early retirement of debt, net of
income taxes........................................ -- (0.03) -- -- --
---------- ---------- ---------- ---------- ----------
Net income (loss) applicable to common stock............ $ 0.62 $ 0.40 $ (0.11) $ (1.04) $ (1.10)
---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ----------
Weighted average shares outstanding:
Basic................................................. 23,807 19,056 16,300 13,090 9,245
Diluted............................................... 24,959 20,367 16,300 13,090 9,245
</TABLE>
- ------------------------
(*) The Company accounted for its interest in the Joint Venture under the equity
method of accounting prior to acquiring the remaining interest in the Joint
Venture, effective March 30, 1994.
13
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CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
<TABLE>
<CAPTION>
DECEMBER 31,
----------------------------------------------------------
1997 1996 1995 1994 1993
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
(IN THOUSANDS)
CONSOLIDATED BALANCE SHEET DATA:
Cash and marketable securities........................ $ 32,118 $ 18,404 $ 3,895 $ 5,702 $ 375
Working capital....................................... 28,735 8,093 (17,953) (15,549) (11,004)
Total assets.......................................... 83,494 58,268 44,093 52,232 40,058
Current portion of long-term debt..................... 111 120 7,660 5,340 7,857
Long-term debt, excluding current maturities.......... -- 111 27,220 35,753 56,624
Mandatorily redeemable preferred stock................ 5,054 4,688 34,125 31,122 --
Stockholders' equity (deficit)........................ 45,827 24,293 (56,420) (54,729) (53,416)
</TABLE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
RESULTS OF OPERATIONS
The Company's results from operations, for the periods indicated, are set
forth below:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------------
1997 1996 1995
---------- ---------- ----------
<S> <C> <C> <C>
(IN THOUSANDS)
Revenues..................................................................... $ 159,106 $ 130,977 $ 115,519
Expenses:
Operating Expenses:
Production and customer support........................................... 35,657 31,828 32,261
Commissions, royalties and licenses....................................... 18,939 14,009 11,720
Selling, general and administrative....................................... 50,914 40,653 36,279
Depreciation and amortization............................................. 7,688 7,330 9,572
Product development and programming....................................... 20,203 17,026 14,865
Litigation settlement....................................................... -- -- 4,500
---------- ---------- ----------
Operating income............................................................ 25,705 20,131 6,322
Interest expense............................................................ (139) (2,562) (5,809)
Other income, net........................................................... 1,505 636 482
---------- ---------- ----------
Income from operations before income taxes.................................. 27,071 18,205 995
Income tax (provision) benefit.............................................. (11,239) (2,683) 291
---------- ---------- ----------
Income from operations...................................................... $ 15,832 $ 15,522 $ 1,286
---------- ---------- ----------
---------- ---------- ----------
</TABLE>
OVERVIEW
The Company is a supplier of automobile claims information and processing,
claims management software and communication services. The Company's customers
include the largest U.S. automobile insurance companies and most of the small to
medium size automobile insurance companies in the country. In addition, the
companies products and services are used by approximately 12,000 collision
repair facilities. The Company's services and products are designed to improve
efficiency, manage costs and increase consumer satisfaction in the management of
automobile claims and restoration.
The Company sells its products to two primary customer groups: insurance
companies (approximately 66% of revenue in 1997) and collision repair
facilities. In addition, certain Company products and services are aimed at
improving the efficiency of both markets by enabling the two groups to
communicate
14
<PAGE>
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
electronically. The Company's principal products for insurance companies are its
TOTAL LOSS vehicle valuation service, used to estimate the value of unrepairable
vehicles, and its EZEST collision estimating software, used to estimate the cost
of repairing vehicles. The Company also offers insurers its claims outsourcing
service, ACCESS, an integrated appraisal and restoration management service and
access to EZNET, its communications network. The Company also offers its
PATHWAYS workflow management software, which integrates the Company's
information and software products into a total workflow management solution for
insurance field appraisal staffs. The Company's principal product for collision
repair facilities is its EZEST collision estimating software.
TOTAL LOSS vehicle valuation services are generally obtained through direct
dial-up access to the Company's host-based valuation system and billed to
insurance companies on a per valuation basis or under contract terms that
specify fixed fees for a prescribed number of transactions. Volume discounts
affect pricing. Collision Estimating software subscriptions are billed monthly
in advance. ACCESS services are billed monthly to insurance companies and
collision repair facilities on a per transaction basis. EZNET communication
services are generally priced on a per transaction basis. Monthly subscription
and transaction rates for all products and services are established under
negotiated contracts or pricing agreements. In general, customer account
balances are settled monthly. Under the terms of certain contracts involving
quarterly or annual prepayments, deferred revenues are recorded and subsequently
recognized over the periods in which related revenues are earned.
Customer contracts generally have multi-year terms. A substantial portion of
the Company's revenues were earned under contracts with customers that provide
for exclusivity or specify minimum purchase requirements; most remaining revenue
represented sales to customers that have been doing business with the Company
for many years. Use of multi-year contracts is common practice within the
industry, making it difficult to take customers from competitors during the
contract term.
As a result of debt incurred in connection with the Company's 1988
acquisition of CCC, the Company became highly leveraged. The Company's ability
to invest in new product development and conduct its business in accordance with
its business plan was constrained by limitations imposed by its acquisition
borrowings. The Company formed CCCDC to develop the EZEST collision estimating
software. To finance EZEST development and marketing efforts, the Company relied
on the sale of revenue streams from certain end-user collision estimating
contracts. These contract funding transactions provided essential liquidity
until June 1994, when the Company completed a recapitalization. In connection
with this recapitalization, White River acquired $39 million of Mandatorily
Redeemable Preferred Stock ("Preferred Stock"), and 7,050,840 shares of the
Company's common stock (the "White River Transaction"), and CCC entered into the
1994 bank credit facility. White River immediately sold $1,462,000 of the
Preferred Stock (3.7% of the then-outstanding Preferred Stock) and 264,407
shares of the Common Stock (1.6% of the then-outstanding Common Stock) to two
investment partnerships affiliated with Hambrecht & Quist LLC. In 1994, the
Company acquired the 50% of CCCDC that it did not previously own. In 1995, the
Company consolidated this investment with its other operations.
The Preferred Stock includes certain rights set forth in detail in Notes 10
and 11 to the consolidated financial statements, Mandatorily Redeemable
Preferred Stock and Initial Public Offering of Common Stock, respectively. In
particular, the Series E Preferred Stock permits White River and its affiliates
to cast 51% of the votes to be cast on any matter to be voted on by the holders
of the Company's common stock, subject to reductions in the event that either
the Company redeems part of the outstanding Series E Preferred Stock or White
River and its affiliates no longer hold all of such stock. In addition, under
the terms of a Stockholders Agreement among White River and certain
stockholders, including the Company's Chairman (the "Management Stockholders"),
the parties have agreed, subject to fiduciary duties, that
15
<PAGE>
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
White River will vote with the Management Stockholders regarding defined
business combinations and subsequent offerings of Company common stock.
Depreciation expense includes depreciation attributable to certain software
acquired through the Company's acquisition of UCOP's interest in CCCDC. In the
purchase price allocation for the CCCDC acquisition, $5.2 million was assigned
to purchased software, $13.8 million was assigned to in-process research and
development software projects, $6.6 million was assigned to acquired tangible
assets and the balance of $3.7 million was assigned to goodwill. The amount
assigned to in-process research and development was charged against operating
results at the time of the acquisition.
The Company expenses research and development costs as incurred. The Company
has evaluated the establishment of technological feasibility of its product in
accordance with Statement of Financial Accounting Standard No. 86, "Accounting
for the Costs of Computer Software to be Sold, Leased or Otherwise Marketed."
The Company sells its products in a market that is subject to rapid
technological change, new product development and changing customer needs.
Accordingly, the Company has concluded that technological feasibility is not
established until the development stage of the product is nearly complete. The
Company defines technological feasibility as the completion of a working model.
The time period during which costs could be capitalized, from the point of
reaching technological feasibility until the time of general product release, is
very short and, consequently, the amounts that could be capitalized are not
material to the Company's financial position or results of operations.
Therefore, the Company has charged all such costs to research and development in
the period incurred.
The Company believes that its future success depends on its ability to
enhance its current services and products and to develop new services and
products that address the needs of its customers. As a result, the Company has
in the past and intends to continue to commit substantial resources to product
development and programming. Over the past three years ended December 31, 1997
the Company expended approximately $52.1 million for product development and
programming.
Prior to 1996, the Company had offset the income tax benefit attributable to
a portion of the Company's future income tax deductions with tax valuation
allowances because of the Company's history of operating losses and an inability
to project future taxable income with certainty. This treatment increased the
Company's overall effective income tax rate in the years the deferred income tax
valuation allowances were provided. As a result of the Company's successful
public offering and recently improved operating results, valuation allowances
totaling $4.7 million were released to income in 1996.
Despite its pre-offering accumulated deficit, the Company's net operating
loss carryforwards totaled only $0.3 million. This disparity is attributable to
the lack of tax basis for certain past operating charges. Since inception, the
Company has charged against earnings: (i) goodwill amortization related to
acquired businesses in the amount of approximately $38.8 million, (ii) purchased
in-process research and development software projects of approximately $13.8
million and (iii) purchased software amortization of approximately $4.8 million.
The Offering did not result in a change in control for income tax purposes that
would limit the use of the net operating loss carryforwards. In addition, as of
December 31, 1997, the Company had no research or investment tax credit
carryforwards.
16
<PAGE>
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
RESULTS OF OPERATIONS AS A PERCENTAGE OF REVENUE
The Company's results from operations, as a percentage of revenue for the
periods indicated, are set forth below:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------------
1997 1996 1995
----------- ----------- -----------
<S> <C> <C> <C>
Revenues.......................................................................... 100.0% 100.0% 100.0%
----- ----- -----
Expenses:
Operating Expenses:
Production and customer support............................................... 22.4 24.3 27.9
Commissions, royalties and licenses........................................... 11.9 10.7 10.1
Selling, general and administrative........................................... 32.0 31.0 31.4
Depreciation and amortization................................................. 4.8 5.6 8.3
Product development and programming........................................... 12.7 13.0 12.9
Litigation settlement........................................................... -- -- 3.9
----- ----- -----
Operating income.................................................................. 16.2 15.4 5.5
Interest expense.................................................................. (0.1) (2.0) (5.0)
Other income, net................................................................. 0.9 0.5 0.4
----- ----- -----
Income from operations before income taxes........................................ 17.0 13.9 0.9
Income tax (provision) benefit.................................................... (7.1) (2.0) 0.2
----- ----- -----
Income from operations............................................................ 9.9% 11.9% 1.1%
----- ----- -----
----- ----- -----
</TABLE>
1997 COMPARED WITH 1996
For the year ended December 31, 1997, the Company reported net income
applicable to common stock of $15.5 million, or $0.62 per share on a diluted
basis, versus net income applicable to common stock of $8.2 million, or $0.40
per share on a diluted basis, for the same period last year. Operating income
for the year ended December 31, 1997 of $25.7 million was $5.6 million higher
than the same period last year.
REVENUES. Revenues for the year ended December 31, 1997 of $159.1 million
were $28.1 million, or 21.5% higher than the same period last year. The increase
in revenues was due primarily to higher revenues from workflow/collision
estimating software licensing and valuation services. Workflow/collision
estimating software revenue increased due to an increase in the number of units
in both the autobody and insurance markets. Valuation services revenue increased
due to higher transaction volume.
PRODUCTION AND CUSTOMER SUPPORT. Production and customer support increased
from $31.8 million to $35.7 million. Due to leverage on a higher revenue base
and continued efforts to reduce production costs, production and customer
support decreased on a percent of revenue basis from 24.3% to 22.4%.
COMMISSIONS, ROYALTIES AND LICENSES. Commission, royalties and licenses
increased from $14.0 million or 10.7% of revenues to $18.9 or 11.9% of revenues.
The increase as a percent of revenues was due primarily to higher revenues from
autobody collision estimating licensing which generates both a commission and a
data royalty.
SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative
increased from $40.7 million or 31% of revenues to $50.9 million or 32% of
revenues. Headcount increases as well as higher average wages necessary to
recruit and retain key employees were the principal reasons for the increase.
17
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CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
DEPRECIATION AND AMORTIZATION. Depreciation and amortization increased from
$7.3 million to $7.7 million. On a percentage of revenue base, depreciation and
amortization decreased from 5.6% of revenues to 4.8%. Leverage on a higher
revenue base created the decrease in percentage terms.
PRODUCT DEVELOPMENT AND PROGRAMMING. Product development and programming
increased from $17.0 million to $20.2 million. Due to leverage on a higher
revenue base, product development and programming costs declined from 13.0% of
revenues to 12.7%.
OTHER INCOME/INTEREST EXPENSE AND INCOME TAXES. Net other income/interest
expense changed from a net expense of $1.9 million last year to net other income
of $1.4 million. The change in net other income was a combination of the full
year impact of a change in the capital structure subsequent to the public
offering of common stock in 1996, as well as a significant increase in invested
cash in 1997 generated from operations. The effective income tax rate increased
from 14.7% to 41.5% due primarily to the release of deferred income tax
valuation allowances in 1996. Adjusting the 1996 tax rate for the release of
valuation allowances would have resulted in an effective tax rate of 40.4%.
1996 COMPARED WITH 1995
For the year ended December 31, 1996, the Company reported net income
applicable to common stock of $8.2 million, or $0.40 per share on a diluted
basis, versus a net loss applicable to common stock of $1.7 million, or $0.10
per share on a diluted basis, for the same period last year. Operating income
for the year ended December 31, 1996 of $20.1 million was $13.8 million higher
than the same period last year. A litigation settlement charge of $4.5 million
was recorded in the comparable 1995 period.
REVENUES. Revenues for the year ended December 31, 1996 of $131.0 million
were $15.5 million, or 13.4%, higher than the same period last year. The
increase in revenues was due primarily to higher revenues from collision
estimating software licensing, from ACCESS claims services and from TOTAL LOSS
vehicle valuation services. Collision estimating software licensing revenues
increased primarily because of an increase in the number of software licenses,
particularly at collision repair facilities. ACCESS claims services revenues
increased primarily as a result of higher transaction volume. TOTAL LOSS
revenues increased as a result of both higher volume and a slightly higher rate
per transaction.
PRODUCTION AND CUSTOMER SUPPORT. Production and customer support decreased
from $32.3 million, or 27.9% of revenues, to $31.8 million or 24.3% of revenues,
due primarily to the Company's efforts to reduce selected production costs.
COMMISSIONS, ROYALTIES AND LICENSES. Commission, royalties and licenses
increased from $11.7 million, or 10.1% of revenues, to $14.0 million, or 10.7%
of revenues. The increase as a percent of revenues was due primarily to higher
revenues from autobody collision estimating licensing which generates both a
commission and a data royalty.
SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative
increased from $36.3 million, or 31.4% of revenues, to $40.7 million, but
declined to 31.0% of revenues. The decline as a percentage of revenue primarily
represents the increase in revenues but also reflects the results of the
Company's cost containment programs.
DEPRECIATION AND AMORTIZATION. Depreciation and amortization declined from
$9.6 million, or 8.3% of revenues, to $7.3 million, or 5.6% of revenues. The
decline relates primarily to expiration, as of March 31, 1996, of purchased
software amortization associated with the Company's acquisition of its former
partner's interest in CCCDC.
18
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CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
PRODUCT DEVELOPMENT AND PROGRAMMING. Product development and programming
increased from $14.9 million, or 12.9% of revenues to $17.0 million, or 13.0% of
revenues. The increase was due primarily to an increasing allocation of Company
resources to product development and wage pressure associated with retaining
software engineers.
INTEREST EXPENSE AND INCOME TAXES. Interest expense declined from $5.8
million to $2.6 million due to repayments of long-term debt, including the
substantial debt repayments following the Company's initial public offering of
common stock. The effective income tax rate for the year of 14.7% reflects the
release of deferred income tax valuation allowances totaling $4.7 million. The
decision to release these deferred income tax valuation allowances was based
upon the successful recapitalization of the Company through its initial public
offering and management's increased confidence in predicting the timing and
amount of future taxable income.
LIQUIDITY AND CAPITAL RESOURCES
During the year ended December 31, 1997, net cash provided by operating
activities was $20.1 million. The Company applied $8.1 million, excluding
noncash capital expenditures, to purchase equipment and software and invested
the rest of the excess cash in marketable securities.
On August 21, 1996, the Company completed its initial public offering of
common stock, generating proceeds of $72.1 million, net of underwriters'
discounts and related equity issue costs. Proceeds from the offering of $36.1
million were used to redeem approximately 87% of the Company's mandatorily
redeemable preferred stock at stated value plus accrued dividends. In addition,
proceeds from the offering of $28.0 million were used to make principal
repayments on long-term debt.
On August 22, 1996, the Company secured a $20.0 million revolving credit
facility through a new commercial bank. There have been no borrowings under the
new facility. Indebtedness under the new facility would bear interest at either
of two rates as selected by the Company: the London Inter-Bank Offering Rate
("LIBOR") plus 1.5% or the prime rate. Following the offering, the Company's
principal liquidity requirements include its operating activities, including
product development, and its investments in internal and customer capital
equipment.
Under the new bank facility, CCC is, with certain exceptions, prohibited
from making certain sales or transfers of assets, incurring nonpermitted
indebtedness or encumbrances, and redeeming or repurchasing its capital stock,
among other restrictions. In addition, the new bank credit facility also
requires CCC to maintain certain levels of operating cash flow and debt
coverage, and limits CCC's ability to make capital expenditures and investments
and declare dividends.
Management believes that cash flows from operations and available credit
line facilities will be sufficient to meet the Company's liquidity needs over
the next 12 months. There can be no assurance, however, that the Company will be
able to satisfy its liquidity needs in the future without engaging in financing
activities beyond those described above.
YEAR 2000 ISSUE
The year 2000 issue relates to computer system programs which may not
properly recognize the change in date years from 1999 to 2000. As a result of
this time sensitivity of existing software, any business entity is at risk for
possible system failure or miscalculations causing disruptions of operations,
including, among other things, a temporary inability to process transactions,
send invoices, or engage in similar normal business activities. In addition,
entities that provide software solutions to their customers must monitor the
year 2000 concerns in the applications their software supports.
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CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
Based on a risk assessment, the Company has been modifying or replacing
significant portions of its software so that its computer systems will function
properly with respect to the year 2000 date recognition. The Company believes
that when completed, the modifications to existing software and conversions to
new software, the year 2000 issue will not pose a significant operational
problem. However, if such modifications and conversions are not made, or not
completed timely, the year 2000 issue could have a material adverse effect on
the Company's business, financial condition and results of operations.
The Company has utilized both internal and external resources to reprogram,
or replace, and test software for year 2000 modifications. The Company
anticipates completing the year 2000 project in early 1999. The anticipated
total cost of the year 2000 project is not material.
FORWARD-LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995 contains certain safe
harbors regarding forward-looking statements. In that context, the discussion in
this Item 7 contains forward-looking statements which involve certain degrees of
risk and uncertainties, including statements relating to liquidity and capital
resources. Except for the historical information, the matters discussed in this
Item 7 are such forward-looking statements that involve risks and uncertainties,
including, without limitation, the effect of competitive pricing within the
industry, the presence of competitors with greater financial resources than the
Company, the intense competition for top software engineering talent and the
volatile nature of technological change within the automobile claims industry.
Additional factors that could affect the Company's financial condition and
results of operations are included in the Company's Final Prospectus in
connection with the Registration Statement on Form S-1, as amended, filed with
the Securities and Exchange Commission on August 16, 1996, Commission File
Number 333-07287.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements and supplementary data required with respect to
this Item 8 are listed in Item 14(a)(1) and 14(a)(2) included elsewhere in this
filing
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
BOARD OF DIRECTORS
WHITE RIVER CORPORATION, THE COMPANY'S LARGEST SHAREHOLDER, IS CURRENTLY
EVALUATING A PROPOSED MERGER WITH AN AFFILIATE OF HARVARD PRIVATE CAPITAL GROUP,
INC., AS WELL AS A PROPOSED OFFER, BY FUND AMERICAN, TO ACQUIRE ALL OF THE
OUTSTANDING SHARES OF COMMON STOCK OF WHITE RIVER, NOT CURRENTLY OWNED BY WHITE
RIVER. IF EITHER OF THESE PROPOSED TRANSACTIONS IS CONSUMMATED, THE CURRENT
CONSTITUTION OF THE BOARD OF DIRECTORS WILL CHANGE. THE CHANGES WILL BE
CONTAINED IN THE COMPANY'S PROXY STATEMENT.
The following information with respect to the principal occupation, business
experience and other affiliations of the directors of the Company has been
furnished to the Company by the respective directors.
JOHN J. BYRNE; AGE 65; CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER, FUND
AMERICAN ENTERPRISES HOLDINGS, INC. Mr. Byrne has served as a Director of the
Company since 1994. Mr. Byrne has been Chairman of the Board of Directors and
Chief Executive Officer of Fund American Enterprises Holdings, Inc.
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CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
("Fund American") since 1985 and President of Fund American since 1990. Mr.
Byrne has also been Chairman of the Board of Directors and a director of
Financial Security Assurance Holdings Ltd. since May 1994. From 1989 through
1990, Mr. Byrne was Chairman of the Board of Directors of Fireman's Fund
Insurance Company. Prior to joining Fireman's Fund Insurance Company, Mr. Byrne
was Chairman and Chief Executive Officer of GEICO Corporation from 1976 to 1985.
Mr. Byrne is an advisory director of Lehman Brothers Holdings, Inc., Terra Nova
(Bermuda) Holdings, Ltd., Travelers/Aetna Property Casualty Corp., White
Mountains Insurance Holdings, Southern Heritage Insurance Company and Merastar
Insurance Company. Mr. Byrne is also an advisory director of Mid-America
Apartment Communities, Inc. Mr. Byrne is a member of the Audit and Compensation
Committees.
MORGAN W. DAVIS; AGE 47; PRESIDENT AND CHIEF EXECUTIVE OFFICER, WHITE
MOUNTAIN INSURANCE CO. Mr. Davis has served as a Director of the Company since
1995. He has also served since 1995 as the President and Chief Executive Officer
of White Mountains Insurance Company, a wholly-owned subsidiary of Fund
American. From 1992 to 1994, Mr. Davis was self-employed as a private investor
in a number of entrepreneurial enterprises. From 1987 to 1992, he served as
President of Fireman's Fund Commercial Insurance. Mr. Davis is currently a
Director of White Mountain Holdings and Valley Insurance Group. Mr. Davis is a
member of the Audit and Compensation Committees.
THOMAS L. KEMPNER; AGE 70; CHAIRMAN AND CHIEF EXECUTIVE OFFICER, LOEB
PARTNERS CORPORATION. Mr. Kempner has served as a Director of the Company since
1983. Since 1979 he has served as Chairman and Chief Executive Officer of Loeb
Holding Corporation, an investment banking, registered broker/ dealer and
registered investment advisory firm. He also serves as a director of the
following companies: Alcide Corporation; Energy Research Corporation; IGENE
BioTechnology, Inc.; Intermagnetics General Corporation; and Northwest Airlines,
Inc. Roper, Starch Worldwide, Inc. Mr. Kempner is Chairman of the Compensation
Committee and a member of the Audit Committee.
GORDON S. MACKLIN; AGE 69; CHAIRMAN, PRESIDENT AND CEO OF WHITE RIVER
CORPORATION. MR. MACKLIN HAS SERVED AS A DIRECTOR OF THE COMPANY SINCE 1994. Mr.
Macklin has been Chairman of White River Corporation since 1993 and President
and CEO since January 1998. From 1987 to 1992, he was Chairman of Hambrecht &
Quist, LLC. Mr. Macklin served as President of The National Association of
Securities Dealers, Inc. from 1970 to 1987, and was formerly a partner and
Member of the Executive Committee of McDonald & Company, an investment banking
firm, from 1950 to 1970. Mr. Macklin is a director, trustee, or managing general
partner, as the case may be, of 52 of the investment companies in the Franklin/
Templeton Group, and a Director of Fund American Enterprises Holdings, Inc., MCI
Communications Corporation, MedImmune, Inc., Source One Mortgage Services Corp.
(a subsidiary of Fund American), Shoppers Express, Inc. and Spacehab, Inc. Mr.
Macklin is a member of the Audit and Compensation Committees.
ROBERT T. MARTO; AGE 52; DIRECTOR, WHITE RIVER CORPORATION. Mr. Marto has
served as a Director of the Company since 1994. He served as President and Chief
Executive Officer of White River Corporation from 1993 through December 22,
1997. His resignation was required under the terms of the proposed Harvard
transaction. From 1990 to 1993, he was President of Fund American Enterprises,
Inc. (a subsidiary of Fund American), and an Executive Vice President and Chief
Financial Officer of Fund American. From 1977 to 1989, he held executive officer
positions with Fireman's Fund Corporation and Fireman's Fund Life Insurance
Company. Mr. Marto is also a director of Vicorp Restaurants, Inc., White River
Corporation and Zurich Reinsurance Centre, Inc. Mr. Marto is Chairman of the
Audit Committee and a member of the Compensation Committee.
DAVID M. PHILLIPS; AGE 59; CHAIRMAN AND CHIEF EXECUTIVE OFFICER, CCC
INFORMATION SERVICES GROUP INC. Mr. Phillips has served as Chairman and Chief
Executive Officer since founding the Company in 1983.
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AND SUBSIDIARIES
Prior to joining the Company, Mr. Phillips served in a number of capacities at
Citicorp including Senior Vice President from 1975 to 1982. During his tenure he
was controller of an operating group, and he was responsible for the Latin
American Consumer Businesses that included banks, life insurance companies,
finance companies and credit cards. Mr. Phillips previously served as Director
of Special Markets and Division Controller at Polaroid Corporation.
MICHAEL R. STANFIELD; AGE 47; MANAGING DIRECTOR, LOEB PARTNERS CORPORATION.
Mr. Stanfield has served as a Director of the Company since 1995. He has been
Managing Director of Loeb Partners Corporation since 1993. From 1990 to 1993,
Mr. Stanfield was self-employed as an independent consultant. Mr. Stanfield is
also a Director of BWIA International Airways Limited, and is a Director and CEO
of CreditCom Services LLC. Mr. Stanfield is a member of the Audit and
Compensation Committees.
BOARD COMMITTEES: The Board of Directors has standing Audit and Compensation
Committees.
The Audit Committee is comprised entirely of non-employee directors
("Eligible Directors"), specifically Messrs. Byrne, Davis, Kempner, Macklin,
Marto and Stanfield. The committee approves the appointment of the independent
auditors and reviews and approves the scope of the audit, the financial
statements, the independent auditors' letter of comments, if any, and
management's responses thereto, and the fees charged for audit and tax services
and any special assignments. The Committee appointed Price Waterhouse LLP as the
Company's independent accountants for the year ending December 31, 1997. Mr.
Marto is Chairman of the Audit Committee
COMPENSATION COMMITTEE: The Compensation Committee is comprised entirely of
"Eligible Directors", specifically Messrs. Byrne, Davis, Kempner, Macklin, Marto
and Stanfield. The committee establishes the compensation programs for officers
of the Company and reviews overall compensation and benefit programs of the
Company. The committee also administers and selects participants for the
Employee Stock Option Plan. Mr. Kempner is Chairman of the Compensation
Committee.
EXECUTIVE OFFICERS
Information concerning the executive officers of the Company follows:
DAVID M. PHILLIPS CHAIRMAN AND CHIEF EXECUTIVE OFFICER. Mr. Phillips founded
the Company in 1983. Please refer to the biographical information contained in
the Section entitled Board of Directors.
J. LAURENCE COSTIN, JR. VICE CHAIRMAN. Mr. Costin joined the Company in
February 1983 as Executive Vice President responsible for the Company's sales
and client field service organization. He currently serves as Vice Chairman, a
position he has held since May 1983. Prior to joining the Company, Mr. Costin
was Senior Vice President and General Manager for the Midwest region of Seligman
& Latz, Inc., a Fortune 500 company which managed department store concessions.
GITHESH RAMAMURTHY PRESIDENT, CHIEF OPERATING OFFICER AND CHIEF TECHNOLOGY
OFFICER. Mr. Ramamurthy joined the Company in July 1992 as Executive Vice
President-Product Engineering and Chief Technology Officer. In January 1996, he
assumed the position of President-Insurance Division while retaining the
position of Chief Technology Officer and in July 1997, he became President and
Chief Operating Officer. Prior to joining the Company, Mr. Ramamurthy was a
founding member of Sales Technologies, Inc., a field sales automation software
company where he directed product development activities. Sales Technologies
customers included a long list of Fortune 100 clients in the United States and
Europe before it was acquired by Dun & Bradstreet in 1989.
JOHN BUCKNER PRESIDENT, AUTOMOTIVE SERVICES. Mr. Buckner joined the Company
in January 1994 as Senior Vice President-AutoBody Division. Mr. Buckner was
promoted to Executive Vice President-Sales
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AND SUBSIDIARIES
and Services Division in 1995 and currently serves as President-Automotive
Services Division. Prior to joining the Company, Mr. Buckner was Vice President
and General Manager of U.S. Automotive Operations at Sun Electric Corporation.
Previously, Mr. Buckner held a variety of senior sales and new market
development positions at Reynolds & Reynolds.
BLAINE R. ORNBURG PRESIDENT, OUTSOURCING DIVISION. Mr. Ornburg joined the
Company in May 1995 as Executive Vice President-New Market Development. In
January 1996, he assumed the additional responsibilities of Acting Chief
Financial Officer, a position he held until June, 1996. In July 1997, he assumed
the position of President of the Company's Outsourcing Division. Prior to
joining the Company, Mr. Ornburg served as Senior Vice President of First Data
Corporation. Mr. Ornburg joined First Data Corporation upon its purchase of
Anasazi, Inc., a software and networking company Mr. Ornburg founded in 1987.
Previously, Mr. Ornburg was Vice President-Point of Transaction Systems for Visa
International.
RICHARD J. RADI EXECUTIVE VICE PRESIDENT, INSURANCE DIVISION. Mr. Radi
joined the Company in December 1997 as Executive Vice President, Insurance
Division. Prior to joining the Company, from 1993 through 1997, he was Vice
President, Worldwide Sales for D-Vision Systems, Inc., a multi-media software
developer. From 1981 to 1993 he held various sales and sales management
positions with IBM Corporation.
LEONARD L. CIARROCCHI EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER. Mr.
Ciarrocchi joined the Company in June 1996 as Executive Vice President and Chief
Financial Officer. Prior to joining the Company, Mr. Ciarrocchi was Vice
President and Treasurer of White River Corporation from 1993 to 1996 and Manager
of Finance of Fund American Enterprises, Inc. from 1991 to 1993. Mr. Ciarrocchi
was Manager of Finance for Fireman's Fund Corporation from 1989 to 1991.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's directors, executive officers and
holders of more than 10% of the Company's Common Stock to file with the
Commission initial reports of ownership and reports of changes in ownership of
Common Stock and other equity securities of the Company. The Company believes
that during the fiscal year ended December 31, 1997, its officers, directors and
holders of more than 10% of the Company's Common Stock complied with all Section
16(a) filing requirements. In making these statements, the Company has relied
upon the written representations of its directors and officers.
PROCEDURES FOR NOMINATING DIRECTORS
Seven directors are to be elected at the Company's Annual Meeting to serve
until the earlier of the next Annual Meeting of Stockholders or until their
respective successors have been elected and qualified. David M. Phillips
(Chairman and Chief Executive Officer of the Company), Loeb Investors Co. XV,
Loeb Investors Co. XIII and Loeb Investors Co. 108, of which Thomas L. Kempner
(a director of the Company) is an affiliate (collectively, the "Management
Stockholders"), White River Ventures and the Company have entered into a
Stockholders Agreement dated June 16, 1994, pursuant to which the Management
Stockholders and White River Ventures have agreed to certain provisions
regarding the corporate governance of the Company, including the nomination and
election of directors. The Stockholder Agreement sets forth the following
condition regarding the nomination and election of directors: The Management
Stockholders and White River Ventures shall take all actions necessary to cause
the nomination and election to the board of directors of (i) a number of persons
(which shall not be less than two) designated by White River Ventures which the
board of directors determines to be appropriate taking into account the
aggregate voting power and economic interest of White River Ventures and its
affiliates in
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CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
the Company, and (ii) three persons designated by a majority of shares of Common
Stock held by the Management Stockholders. The number of directors shall be
seven while the Stockholders Agreement is in effect. The Stockholders Agreement
terminates upon the first to occur of (i) the written agreement of the parties,
(ii) the liquidation of dissolution of the Company, (iii) the first day on which
there are no shares of Series C Cumulative Redeemable Preferred Stock (the
"Series C Preferred Stock"), Series D Cumulative Redeemable Preferred Stock (the
"Series D Preferred Stock"), or Series E Preferred Stock issued and outstanding,
or (iv) June 16, 1999. Directors are elected by a plurality of the votes of the
shares of Voting Stock present in person or represented by proxy and entitled to
vote at the Annual Meeting. Consequently, any shares not voted (whether by
abstention, broker non-vote or votes withheld) will have no effect on the
election of directors. If any nominee for election as director is unable to
serve, the persons designated by Management Stockholders and Whiter River may
vote for another person in accordance with their judgment.
White River Ventures has designated Messrs. Byrne, Davis, Macklin and Marto
as nominees for positions on the Board of Directors.
The Management Stockholders have designated Messrs. Kempner, Phillips and
Stanfield as nominees for positions on the Board of Directors.
ITEM 11. EXECUTIVE COMPENSATION
COMPENSATION OF DIRECTORS
Directors not employed by the Company, its parent (White River Ventures),
subsidiaries or affiliates were paid a fee of $5,450 for each Board meeting
attended during fiscal 1997.
COMPENSATION OF EXECUTIVE OFFICERS
The following table summarizes the compensation of the Chief Executive
Officer and the four other most highly compensated executive officers of the
Company for the fiscal year ended December 31, 1997, and for the Company's
previous two fiscal years.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION AWARDS
-------------------------------
ANNUAL COMPENSATION
---------------------- (E) (F)
RESTRICTED SECURITIES (G)
(A) (B) (C) (D) STOCK UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) AWARDS ($) OPTIONS (#)(1) COMPENSATION
- ------------------------------------- --------- ---------- ---------- --------------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
David M. Phillips ................... 1997 $ 525,000 $ 162,475 -- 70,000 --
Chairman, and Chief 1996 $ 448,008 $ 100,000 -- -- --
Executive Officer 1995 $ 448,008 -- -- -- --
J. Laurence Costin, Jr. .............
Vice Chairman 1997 $ 289,284 $ 46,690 -- -- --
1996 $ 272,016 $ 80,000 -- -- --
1995 $ 259,031 $ 75,000 -- -- --
Githesh Ramamurthy ..................
President, Chief Operating 1997 $ 302,515 $ 86,083 -- -- --
Officer and Chief Technology 1996 $ 260,751 $ 52,219 -- 120,000 --
Officer 1995 $ 208,340 -- -- 133,600 --
</TABLE>
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AND SUBSIDIARIES
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION AWARDS
-------------------------------
ANNUAL COMPENSATION
---------------------- (E) (F)
RESTRICTED SECURITIES (G)
(A) (B) (C) (D) STOCK UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) AWARDS ($) OPTIONS (#)(1) COMPENSATION
- ------------------------------------- --------- ---------- ---------- --------------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
John Buckner ........................ 1997 $ 253,754 $ 83,415 -- -- --
President-- Automotive 1996 $ 213,132 $ 39,791 -- 50,000 --
Service Division 1995 $ 188,340 $ 51,625 -- 104,000 --
Blaine R. Ornburg ................... 1997 $ 210,009 $ 67,093 -- -- --
President-- Outsourcing 1996 $ 192,508 $ 40,700 -- 50,000 --
Division 1995 $ 131,046 -- -- 80,000 $ 50,000(2)
</TABLE>
- ------------------------
(1) Represents the number of shares of Common Stock issuable upon exercise of
options granted pursuant to the Stock Option Plan.
(2) Compensation relating to relocation expenses.
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CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
1997 STOCK OPTION GRANTS TO EXECUTIVES
The following table shows information with respect to grants of options to
the Chief Executive Officer and the other named executives in 1997. As required
by the Securities and Exchange Commission (the "SEC"), the calculation of
potential realizable values shown for such awards is based on assumed annualized
rates of stock price appreciation of 5% and 10% over the full ten-year term of
the options.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
------------------------------------------------------------ POTENTIAL REALIZABLE VALUE
NUMBER OF % OF AT ASSUMED ANNUAL RATES OF
SECURITIES TOTAL OPTIONS EXERCISE STOCK PRICE APPRECIATION
UNDERLYING GRANTED TO PRICE FOR OPTION TERM (4)
OPTIONS GRANTED EMPLOYEES IN ($/SHARE) EXPIRATION --------------------------
NAME (#) (1) FISCAL YEAR (2) (3) DATE 5%($) 10%($)
- ----------------------------------- --------------- ----------------- ----------- ----------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
David M. Phillips.................. 70,000 27% $ 18.50 04/15/02 $ 1,652,785 $ 2,085,610
J. Laurence Costin, Jr. -- -- -- -- -- --
Githesh Ramamurthy................. -- -- -- -- -- --
John Buckner....................... -- -- -- -- -- --
Blaine R. Ornburg.................. -- -- -- -- -- --
</TABLE>
- ------------------------
(1) The options granted in 1997 are exercisable 25% on the first anniversary
from the date of grant and 25% on each anniversary date of the grant for
years two, three and four.
(2) The Company granted options representing 337,500 shares to employees in
1997. The Company also has outstanding 120,000 shares granted in 1997 to non
employee consultants and business partners.
(3) Option exercise price is determined as the close price on the date of grant.
(4) The potential realizable value is calculated based on the term of the option
at its time of grant (5 years) and is calculated by assuming that the price
on the date of grant as determined by the Board of Directors appreciates at
the indicated annual rate compounded annually for the entire term of the
option and that the option is exercised and sold on the last day of its term
for the appreciated price. The 5% and 10% assumed rates of appreciation are
derived from the rules of the Securities and Exchange Commission and do not
represent the Company's estimate of projection of the future Common Stock
price.
AGGREGATED OPTION EXERCISES IN 1997 AND OPTION VALUES AT DECEMBER 31, 1997
This table sets forth information regarding exercise of options during 1997
by the Chief Executive Officer and the other named executives. The "value
realized" is based on the market price on the date of
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CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
exercise, while the "value of unexercised in-the-money options at December 31,
1997" is based on the market price on that date.
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN 1997 AND DECEMBER 31, 1997 OPTION VALUES
----------------------------------------------------------------------------------
VALUE OF UNEXERCISED,
NUMBER OF SECURITIES IN-THE-MONEY
SHARES UNDERLYING UNEXERCISED OPTIONS AT
ACQUIRED ON OPTIONS AT 12/31/97(#) 12/31/97($) (1)
EXERCISE VALUE -------------------------- ---------------------------
NAME (#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- -------------------------------- ----------- ------------ ----------- ------------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
David M. Phillips............... -- -- -- 70,000 -- $ 87,500
J. Laurence Costin, Jr.......... 15,600 $ 259,272 136,160 -- $ 2,501,259 --
Githesh Ramamurthy.............. 173,600 $ 2,723,749 128,160 125,440 $ 1,758,600 $ 1,514,400
John Buckner.................... -- -- 95,200 74,800 $ 1,429,184 $ 997,316
Blaine R. Ornburg............... -- -- 68,000 62,000 $ 1,035,000 $ 832,500
</TABLE>
- ------------------------
(1) Value of unexercised, in-the-money options based on a fair market value of
Company Common Stock of $19.75 per share as of December 31, 1997.
EMPLOYMENT AGREEMENTS
The Company has entered into employment agreements with each of Mr. Buckner,
Mr. Ramamurthy, Mr. Ornburg, Mr. Ciarrocchi and Mr. Costin. Mr. Buckner's
employment agreement provides for an initial annual salary of $250,000 plus
bonus, and terminates April 30, 2001. Mr. Ramamurthy's employment agreement
provides for an initial annual salary of $275,000 plus bonus, and terminates
June 30, 2001. Mr. Ornburg's employment agreement provides for an initial annual
salary of $200,000 plus bonus, and terminates June 30, 2001. Mr. Ciarrocchi's
employment agreement provides for an initial annual salary of $200,000 plus
bonus, and terminates June 30, 2001. Mr. Costin's employment agreement provides
for an initial annual salary of $230,000 plus bonus, and terminates April 30,
1999. Messrs. Buckner's, Ramamurthy's, Ciarrocchi's and Ornburg's employment
agreements each contain a non-compete and a change of control provision.
REPORT OF THE COMPENSATION COMMITTEE
In compliance with the terms of the Stockholder Agreement described above
(See "Procedures for Nominating Directors") the Management Stockholders and
White River Ventures have agreed to the creation of a Compensation Committee,
which shall be responsible (i) for establishing guidelines with respect to all
compensation matters involving the Company and its Subsidiaries and (ii)
authorizing all compensation arrangements between the Company and its
Subsidiaries and their respective directors, officers, employees and consultants
involving the payment by the Company or any of its Subsidiaries to any of such
individuals of Base Salary equal to or greater than $125,000. The Compensation
Committee shall consist of members of the Board of Directors who are not
officers or employees of the Company or any of its Subsidiaries.
The Compensation Committee of the Board of Directors ("Committee")
establishes the general compensation policies of the Company and establishes the
specific compensation plans, performance goals and compensation levels for
executive officers. The Committee also administers and selects participants for
the current Employee Stock Option Plan. The Committee is composed of six
independent, non-employee directors who have no interlocking relationships.
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COMPENSATION POLICIES
The principal objective of the Committee's approach to executive
compensation is to align such compensation with stockholder value. The Committee
seeks to accomplish this objective by setting base salaries below the median for
similar positions at comparable companies, while linking the two remaining
variable components of cash compensation (annual bonus and long term performance
cash award) to aggressive performance factors which enhance stockholder value.
Stock options are used as a vehicle to further align long-term executive
performance with stockholder value. In this way, above-average total
compensation is achieved only for outstanding Company performance.
COMPENSATION COMPONENTS
BASE SALARY. Base salary levels for the named Executive Officers are
determined by the Committee on the basis of what, in its discretion, it deems to
be appropriate pay for the responsibilities consistent with the policies stated
above.
ANNUAL BONUS. The CEO's annual cash bonus is discussed below under "1997
Chief Executive Officer Compensation Actions."
The annual cash bonus for executives other than the CEO is determined based
on several factors (i) the most significant factor is actual earnings per share
(EPS); (ii) company wide revenue goals; and (iii) achievement of specified,
measurable objectives related to the executive's area of responsibilities.
EMPLOYEE STOCK OPTIONS. Employee stock options are an important component
of the compensation package for executives because they directly focus
management's attention on the interests of stockholders. The Committee makes
periodic grants of stock options to executive officers and other key employees
to foster a commitment to increasing long-term stockholder value.
During 1997, the Committee granted a total of 337,500 options to selected
employees of which 70,000 options were granted to Company executives. The
Company's grants of options are always at no less than fair market value on the
date of grant.
1997 CHIEF EXECUTIVE OFFICER COMPENSATION ACTIONS
The CEO's annual base salary for fiscal year 1997 was $525,000 an increase
from his previous salary of $448,008 which had been his annual base salary since
1989.
The CEO's annual bonus is principally based on company performance targets
established annually by the Committee. Specifically, the factors considered
include actual earnings per share, company wide revenue goals and to a lesser
extent, the achievement of specified, measurable objectives. The Company
achieved its targeted earnings per share and a significant portion of its
targeted revenue goal. To date, the Committee has not determined the resulting
bonus for this 1997 performance. This amount will be included in the proxy when
filed.
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AND SUBSIDIARIES
DEDUCTIBILITY OF EXECUTIVE COMPENSATION
The Committee believes that its compensation programs have been structured
in a manner to preserve full deductibility to the Company of executive
compensation for Federal Income Tax purposes.
Thomas L. Kempner, Chairman
Compensation Committee
Committee Members
John J. Byrne
Morgan W. Davis
Gordon S. Macklin
Robert T. Marto
Michael R. Stanfield
PERFORMANCE GRAPH
The information required by this item is hereby incorporated by reference to
the Company's Notice of 1998 Meeting of Stockholders and Proxy Statement, which
will be filed with the Securities and Exchange Commission and provided to
shareholders on or about April 15, 1998.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding persons known to the
Company (based on information filed with the Securities and Exchange Commission)
to be the beneficial owners of more than five percent of any class of the
Company's voting securities as of March 6, 1998:
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
NAME AND ADDRESS OF BENEFICIAL PERCENT OF
TITLE AND CLASS BENEFICIAL OWNER OWNERSHIP CLASS (1)
- ----------------------------------------------- -------------------------------- ----------- -----------------
<S> <C> <C> <C>
Common Stock................................... Loeb Entities (2)(4) 3,457,315 14.0
Common Stock................................... White River Ventures (3)(4) 8,584,564 34.7
Preferred Stock-Series E....................... White River Ventures (3)(4) 500 100
</TABLE>
- ------------------------
(1) Beneficial ownership is determined in accordance with the rules of the
Securities Exchange Commission and generally includes voting or investment
power with respect to the securities.
(2) Includes Loeb Investors Co. XIII, Loeb Investors Co. XV and Loeb Investors
Co. 108. The address of the Loeb Entities is 61 Broadway, 24th Floor, New
York, New York 10006.
(3) The address of White River Ventures is Two Gannett Drive, Suite 200, White
Plains, New York 10604. Loeb Entities, White River Ventures and David M.
Phillips have entered into a Stockholders Agreement which provides for
certain voting rights. Please refer to the section above entitled "Voting"
for a description of certain of these rights.
29
<PAGE>
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(CONTINUED)
The following table sets forth information regarding ownership of the
Company's Common Stock as of March 6, 1998 by Directors, by each of the named
Executive Officers and by all Executive Officers and Directors as a group:
<TABLE>
<CAPTION>
AMOUNT AND NATURE
OF BENEFICIAL PERCENT OF
TITLE AND CLASS NAME OF BENEFICIAL OWNER OWNERSHIP CLASS (1)
- ---------------------------------------- --------------------------------------- ------------------- -------------
<S> <C> <C> <C>
Common Stock............................ David M. Phillips(2) 927,760 3.7
Common Stock............................ J. Laurence Costin(3) 209,865 *
Common Stock............................ Githesh Ramamurthy(4) 361,760 1.5
Common Stock............................ John Buckner(5) 110,320 *
Common Stock............................ Blaine R. Ornburg(6) 112,000 *
Common Stock............................ John J. Byrne -- --
Common Stock............................ Morgan W. Davis 3,000 *
Common Stock............................ Thomas L. Kempner(7) 3,724,674 15.0
Common Stock............................ Gordon S. Macklin (8)(10) 8,584,564 34.7
Common Stock............................ Robert T. Marto (9)(10) 8,584,564 34.7
Common Stock............................ Michael R. Stanfield -- --
Common Stock............................ All directors and executive officers as 14,033,943 56.7
a group (11 persons)
</TABLE>
- ------------------------
* Less than one percent of the outstanding Common Stock
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or
investment power with respect to securities.
(2) Includes 400,000 shares of Common Stock held by Ruth Ann Phillips, Mr.
Phillips' wife. Mr. Phillips disclaims beneficial ownership of the shares
held by Ruth Ann Phillips, except to the extent of his pecuniary interests
therein.
(3) Includes 136,160 shares of Common Stock issuable upon exercise of
outstanding options which are exercisable within 60 days of March 6, 1998.
(4) Includes 128,160 shares of Common Stock issuable upon exercise of
outstanding options which are exercisable within 60 days of March 6, 1998.
(5) Includes 97,600 shares of Common Stock issuable upon exercise of
outstanding options which are exercisable within 60 days of March 6, 1998.
(6) Includes 84,000 shares of Common Stock issuable upon exercise of
outstanding options which are exercisable within 60 days of March 6, 1998.
Includes 24,000 shares of Common Stock issuable upon exercise of
outstanding options which are exercisable within 60 days of March 6, 1998.
(7) Includes 3,457,315 shares of Common Stock held by the Loeb Entities. Mr.
Kempner is the managing general partner or the general partner of the
general partner of each of the Loeb Entities. Mr. Kempner disclaims
beneficial ownership of the shares held by the Loeb Entities, except to the
extent of his pecuniary interests therein. Also includes 200,000 shares of
Common Stock and 67,360
30
<PAGE>
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(CONTINUED)
shares of common stock issuable upon exercise of outstanding options which
are exercisable within 60 days of March 6, 1998.
(8) Includes 8,584,564 shares of Common Stock held by White River, Mr. Macklin
is Chairman of the Board of Directors of White River and disclaims
beneficial ownership of the shares held by White River, except to the
extent of his pecuniary interests therein.
(9) Includes 8,584,564 shares of Common Stock held by White River. Mr. Marto is
President and Chief Executive Officer of White River and disclaims
beneficial ownership of the shares held by White River, except to the
extent of his pecuniary interests therein.
(10) White River Ventures also owns 630 shares of Series C Preferred Stock,
which is 100% of the outstanding shares of such class, 3,601 shares of
Series D Preferred Stock, which is 95% of the outstanding shares of such
class, and 500 shares of Series E Preferred Stock, which is 100% of the
outstanding shares of such class. Mr. Macklin and Mr. Marto disclaim
beneficial ownership of the shares held by White River Ventures, except to
the extent of their pecuniary interests therein.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is hereby incorporated by reference to
Company's Notice of 1998 Meeting of Stockholders and Proxy Statement, which will
be filed with the Securities and Exchange Commission and provided to
shareholders on or about April 15, 1998.
31
<PAGE>
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) Index to Consolidated Financial Statements and Schedules
1. Consolidated Financial Statements
<TABLE>
<CAPTION>
PAGE(S)
---------
<S> <C>
Report of Independent Accountants............................................... 33
Consolidated Financial Statements:
Consolidated Statement of Operations.......................................... 34
Consolidated Balance Sheet.................................................... 35
Consolidated Statement of Cash Flow........................................... 36
Consolidated Statement of Stockholders' Equity (Deficit)...................... 37
Notes to Consolidated Financial Statements.................................... 38-51
</TABLE>
2. Financial Statement Schedule
<TABLE>
<S> <C>
Schedule II--Valuation and Qualifying Accounts.................. 52
</TABLE>
All other schedules have been omitted because the required information is
included in the financial statements or notes thereto or because they are not
required.
3. Exhibits
<TABLE>
<S> <C>
Index to Exhibits............................................... 53
</TABLE>
(b) Reports on Form 8-K
No reports on Form 8-K were filed by CCC Information Services Group Inc.
during 1997.
32
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholders
of CCC Information Services Group Inc.
In our opinion, the consolidated financial statements listed in the
accompanying index appearing under Item 14(a)1 and (a)2 present fairly, in all
material respects, the financial position of CCC Information Services Group Inc.
(a subsidiary of White River Ventures, Inc.) and its subsidiaries at December
31, 1997 and 1996, and the results of their operations and their cash flows for
each of the three years in the period ended December 31, 1997, in conformity
with generally accepted accounting principles. These financial statements are
the responsibility of the Company's management; our responsibility is to express
an opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
PRICE WATERHOUSE LLP
January 21, 1998
except as to Note 15,
which is as of February 10, 1998
Chicago, Illinois
33
<PAGE>
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
(IN THOUSANDS)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------------
1997 1996 1995
---------- ---------- ----------
<S> <C> <C> <C>
Revenues..................................................................... $ 159,106 $ 130,977 $ 115,519
Expenses:
Production and customer support............................................ 35,657 31,828 32,261
Commissions, royalties and licenses........................................ 18,939 14,009 11,720
Selling, general and administrative........................................ 50,914 40,653 36,279
Depreciation and amortization.............................................. 7,688 7,330 9,572
Product development and programming........................................ 20,203 17,026 14,865
Litigation settlement...................................................... -- -- 4,500
---------- ---------- ----------
Operating income............................................................. 25,705 20,131 6,322
Interest expense............................................................. (139) (2,562) (5,809)
Other income, net............................................................ 1,505 636 482
---------- ---------- ----------
Income from operations before income taxes................................... 27,071 18,205 995
Income tax (provision) benefit............................................... (11,239) (2,683) 291
---------- ---------- ----------
Income from operations before extraordinary item............................. 15,832 15,522 1,286
Extraordinary loss on early retirement of debt, net of income taxes.......... -- (678) --
---------- ---------- ----------
Net income................................................................... 15,832 14,844 1,286
Dividends and accretion on mandatorily redeemable preferred stock............ (365) (6,694) (3,003)
---------- ---------- ----------
Net income (loss) applicable to common stock................................. $ 15,467 $ 8,150 $ (1,717)
---------- ---------- ----------
---------- ---------- ----------
PER SHARE DATA:
INCOME PER COMMON SHARE--BASIC
Income (loss) applicable to common stock before extraordinary item......... $ 0.65 $ 0.46 $ (0.11)
Extraordinary loss on early retirement of debt, net of income taxes........ -- (0.03) --
---------- ---------- ----------
Net income (loss) applicable to common stock............................... $ 0.65 $ 0.43 $ (0.11)
---------- ---------- ----------
---------- ---------- ----------
INCOME PER COMMON SHARE--DILUTED
Income (loss) applicable to common stock before extraordinary item......... $ 0.62 $ 0.43 $ (0.11)
Extraordinary loss on early retirement of debt, net of income taxes........ -- (0.03) --
---------- ---------- ----------
Net income (loss) applicable to common stock................................. $ 0.62 $ 0.40 $ (0.11)
---------- ---------- ----------
---------- ---------- ----------
Weighted average shares outstanding
Basic...................................................................... 23,807 19,056 16,300
Diluted.................................................................... 24,959 20,367 16,300
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
34
<PAGE>
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(IN THOUSANDS)
ASSETS
<TABLE>
<CAPTION>
DECEMBER 31,
----------------------
1997 1996
---------- ----------
<S> <C> <C>
Cash...................................................................................... $ 2,064 $ 9,403
Investments in marketable securities...................................................... 30,054 9,001
Accounts receivable, net.................................................................. 18,302 9,772
Other current assets...................................................................... 5,270 3,207
---------- ----------
Total current assets.................................................................... 55,690 31,383
Equipment and purchased software, net of accumulated depreciation
of $26,793 and $20,361 at December 31, 1997 and 1996, respectively...................... 9,700 8,088
Goodwill, net of accumulated amortization of $10,238 and $8,893
at December 31, 1997 and 1996, respectively............................................. 9,885 11,230
Deferred income taxes..................................................................... 7,237 6,410
Other assets.............................................................................. 982 1,157
---------- ----------
Total Assets............................................................................ $ 83,494 $ 58,268
---------- ----------
---------- ----------
LIABILITIES, MANDATORILY REDEEMABLE PREFERRED STOCK
AND STOCKHOLDERS' EQUITY
Accounts payable and accrued expenses..................................................... $ 18,383 $ 15,821
Income taxes payable...................................................................... 2,637 1,517
Current portion of long-term debt......................................................... 111 120
Deferred revenues......................................................................... 5,824 5,709
Current portion of contract funding....................................................... -- 123
---------- ----------
Total current liabilities............................................................... 26,955 23,290
Long-term debt............................................................................ -- 111
Deferred revenues......................................................................... 1,728 1,997
Other liabilities......................................................................... 3,930 3,889
Commitments and contingencies (Note 15)
---------- ----------
Total liabilities....................................................................... 32,613 29,287
---------- ----------
Mandatorily redeemable preferred stock ($1.00 par value,
100,000 shares authorized, 4,915 shares designated
and outstanding)........................................................................ 5,054 4,688
---------- ----------
Common stock ($0.10 par value, 30,000,000 shares authorized,
24,577,910 and 23,472,355 shares issued and outstanding at
December 31, 1997 and 1996, respectively)............................................... 2,458 2,347
Additional paid-in capital................................................................ 90,273 84,223
Accumulated deficit....................................................................... (46,431) (61,898)
Treasury stock, at cost ($0.10 par value, 117,618 and 112,505 shares
in treasury at December 31, 1997 and 1996, respectively)................................ (473) (379)
---------- ----------
Total stockholders' equity.............................................................. 45,827 24,293
---------- ----------
Total Liabilities, Mandatorily Redeemable Preferred Stock
and Stockholders' Equity............................................................ $ 83,494 $ 58,268
---------- ----------
---------- ----------
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
35
<PAGE>
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------
1997 1996 1995
--------- --------- ---------
<S> <C> <C> <C>
Operating Activities:
Net income..................................................................... $ 15,832 $ 14,844 $ 1,286
Adjustments to reconcile net income to net cash
provided by (used for) operating activities:
Extraordinary loss on early retirement of debt, net of income taxes.......... -- 678 --
Depreciation and amortization of equipment and purchased software............ 6,307 5,948 8,154
Amortization of goodwill..................................................... 1,345 1,345 1,346
Deferred income tax provision (benefit)...................................... (827) (2,600) 1,659
Contract funding proceeds.................................................... -- -- 149
Contract funding revenue amortization........................................ (123) (3,340) (10,249)
Other, net................................................................... 111 451 559
Changes in:
Accounts receivable, net................................................... (8,530) 127 (1,272)
Other current assets....................................................... (2,063) (330) 339
Other assets............................................................... 175 (58) (149)
Accounts payable and accrued expenses...................................... 2,562 (3,831) 5,194
Current income taxes....................................................... 5,394 3,371 (961)
Deferred revenues.......................................................... (154) 2,046 1,312
Other liabilities.......................................................... 41 1,604 356
--------- --------- ---------
Net cash provided by operating activities................................ 20,070 20,255 7,723
--------- --------- ---------
Investing Activities:
Purchases of equipment and software............................................ (8,051) (5,568) (3,003)
Purchase of investment securities.............................................. (75,164) (9,001) --
Proceeds from sales of investment securities................................... 54,111 -- --
Proceeds from sale of discontinued operations, net of expenses................. -- -- 500
Other, net..................................................................... 21 25 48
--------- --------- ---------
Net cash used for investing activities................................... (29,083) (14,544) (2,455)
--------- --------- ---------
Financing Activities:
Principal payments on long-term debt........................................... (120) (46,740) (11,101)
Proceeds from issuance of long-term debt....................................... -- 10,750 4,000
Public offering of common stock, net of underwriters' discounts................ -- 73,795 --
Redemption of preferred stock, including accrued dividends..................... -- (36,131) --
Payment of equity and debt issue costs......................................... -- (2,053) --
Proceeds from exercise of stock options........................................ 1,794 -- --
Other, net..................................................................... -- 176 26
--------- --------- ---------
Net cash provided by (used for) financing activities..................... 1,674 (203) (7,075)
--------- --------- ---------
Net increase (decrease) in cash.................................................. (7,339) 5,508 (1,807)
Cash:
Beginning of period............................................................ 9,403 3,895 5,702
--------- --------- ---------
End of period.................................................................. $ 2,064 $ 9,403 $ 3,895
--------- --------- ---------
--------- --------- ---------
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
36
<PAGE>
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
(IN THOUSANDS, EXCEPT NUMBER OF SHARES)
<TABLE>
<CAPTION>
OUTSTANDING
COMMON STOCK TREASURY STOCK TOTAL
---------------------- ADDITIONAL ---------------------- STOCKHOLDERS'
NUMBER OF PAID-IN ACCUMULATED NUMBER OF EQUITY
SHARES PAR VALUE CAPITAL (DEFICIT) SHARES COST (DEFICIT)
----------- --------- ----------- ------------ ----------- --------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
December 31, 1994................... 16,297,200 $ 1,630 $ 11,655 $ (67,802) 111,920 $ (212) $ (54,729)
Preferred stock accretion......... -- -- -- (1,931) -- -- (1,931)
Preferred stock
dividends accrued............... -- -- -- (1,072) -- -- (1,072)
Stock options exercised........... 19,200 2 24 -- -- -- 26
Net income........................ -- -- -- 1,286 -- -- 1,286
----------- --------- ----------- ------------ ----------- --------- ------------
December 31, 1995................... 16,316,400 1,632 11,679 (69,519) 111,920 (212) (56,420)
Initial public offering of
common stock, net of
underwriters' discounts
and equity issue costs.......... 6,900,000 690 71,434 -- -- -- 72,124
Preferred stock accretion......... -- -- -- (6,006) -- -- (6,006)
Preferred stock
dividends accrued............... -- -- -- (688) -- -- (688)
Stock options exercised, including
income tax benefit (*).......... 242,355 24 678 -- 14,185 (193) 509
Treasury stock issuance........... 13,600 1 21 -- (13,600) 26 48
Investment security distribution.. -- -- -- (530) -- -- (530)
Other............................. -- -- 411 1 -- -- 412
Net income........................ -- -- -- 14,844 -- -- 14,844
----------- --------- ----------- ------------ ----------- --------- ------------
December 31, 1996................... 23,472,355 2,347 84,223 (61,898) 112,505 (379) 24,293
Preferred stock accretion........... -- -- -- (365) -- -- (365)
Stock options exercised including
income tax benefit.............. 1,105,555 111 6,050 -- -- -- 6,161
Other............................. -- -- -- -- 5,113 (94) (94)
Net income........................ -- -- -- 15,832 -- -- 15,832
----------- --------- ----------- ------------ ----------- --------- ------------
December 31, 1997 24,577,910 $ 2,458 $ 90,273 $ (46,431) 117,618 $ (473) $ 45,827
----------- --------- ----------- ------------ ----------- --------- ------------
----------- --------- ----------- ------------ ----------- --------- ------------
</TABLE>
- --------------------------
(*) Note 14--Stock Option Plan contains a table of stock option activity that
reflects 256,540 stock options exercised in 1996. The difference between the
table in Note 14 and the Statement above represents the payment of a portion
of the exercise price and/or income tax obligation arising from the stock
option exercise with mature shares of the Company's common stock. These
shares totaled 14,185 in 1996 and are held in treasury.
The accompanying notes are an integral part of these consolidated financial
statements.
37
<PAGE>
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1--DESCRIPTION OF BUSINESSES AND ORGANIZATION
CCC Information Services Group Inc. ("Company") (formerly known as InfoVest
Corporation), through its wholly owned subsidiary CCC Information Services Inc.
("CCC"), is a supplier of automobile claims information and processing, claims
management software and communication services. (CCC operates a wholly owned
subsidiary in Canada, Certified Collateral Corporation of Canada, Ltd.) 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 December 31, 1997, White River Ventures, Inc. ("White River") held
approximately 35% of the total outstanding common stock of the Company. White
River is a wholly owned subsidiary of White River Corporation. As a result of
White River's substantial equity interest and 51% voting power, including voting
rights established through its ownership interest in the Company's Series E
Preferred Stock, the Company is a consolidated subsidiary of White River. See
Note 10--Mandatorily Redeemable Preferred Stock and Note 11--Initial Public
Offering of Common Stock.
NOTE 2--SIGNIFICANT ACCOUNTING POLICIES
BASIS OF CONSOLIDATION
The accompanying consolidated financial statements include the accounts of
the Company and its subsidiaries, all of which are currently wholly owned.
REVENUE RECOGNITION
Revenues are recognized as services are provided. Of total Company revenues
in the years 1997, 1996 and 1995, 66%, 69% and 70%, respectively, were
attributable to revenues from insurance companies.
ACCOUNTS RECEIVABLE
Accounts receivable as presented in the accompanying consolidated balance
sheet are net of reserves for customer credits and doubtful accounts. As of
December 31, 1997 and 1996, $2.7 million, and $1.9 million, respectively, have
been applied as a reduction of accounts receivable. Of total accounts
receivable, net of reserves, at December 31, 1997 and 1996, $14.3 million and
$8.7 million, respectively, were due from insurance companies.
INTERNAL SOFTWARE DEVELOPMENT COSTS
The Company expenses research and development costs as incurred. The Company
has evaluated the establishment of technological feasibility of its product in
accordance with SFAS No. 86, "Accounting for the Costs of Computer Software to
be Sold, Leased or Otherwise Marketed." The Company sells its products in a
market that is subject to rapid technological change, new product development
and changing customer needs. Accordingly, the Company has concluded that
technological feasibility is not established until the development stage of the
product is nearly complete. The Company defines technological feasibility as the
completion of a working model. The time period during which costs could be
capitalized, from the point of reaching technological feasibility until the time
of general product release, is very short and, consequently, the amounts that
could be capitalized are not material to the Company's financial position or
results of operations. Therefore, the Company has charged all such costs to
research and
38
<PAGE>
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 2--SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
development in the period incurred. For the years 1997, 1996 and 1995, research
and development costs of approximately $5.5 million, $4.3 million and $3.5
million, respectively, are reflected in the accompanying consolidated statement
of operations.
EQUIPMENT AND PURCHASED SOFTWARE
Equipment is stated at cost, net of accumulated depreciation. Depreciation
of equipment is provided on a straight-line basis over estimated useful lives
ranging from 2 to 15 years.
Purchased software to be marketed is stated at cost and amortized in
proportion to anticipated future revenues or on a straight-line basis over the
estimated economic life of the purchased software, whichever provides the
greater rate of amortization. In 1997, 1996 and 1995, amortization of purchased
software to be marketed was $0.2 million, $0.7 million and $2.6 million,
respectively.
GOODWILL
The excess of purchase price paid over the estimated fair value of
identifiable tangible and intangible net assets of acquired businesses is
capitalized and amortized on a straight-line basis over periods of 7 or 20
years. Goodwill is periodically reviewed to determine recoverability by
comparing its carrying value to expected undiscounted future cash flows.
DEBT ISSUE COSTS
As of December 31, 1997 and 1996, deferred debt issue costs, net of
accumulated amortization, of $0.3 million and $0.4 million, respectively, were
included in other assets.
CONTRACT FUNDING
Future revenue streams under certain end-user collision estimating contracts
(Contracts) were discounted and sold to various investors. Cash proceeds from a
sold Contract equals the Contract's future revenue stream, discounted at an
annual rate of approximately 14%, less, for certain Contracts, investor reserves
for customer nonperformance under the Contracts. Sales proceeds, which are
remitted directly to the investors in these Contracts, and related interest
expense are recognized in the accompanying consolidated statement of operations
as revenue and interest expense, respectively, over the life of the Contract.
The Company no longer utilizes Contract funding as a financing vehicle.
PER SHARE INFORMATION
Earnings per share are based on the weighted average number of shares of
common stock outstanding and common stock equivalents using the treasury stock
method. See Note 13--Earnings Per Share.
FAIR VALUE OF FINANCIAL INSTRUMENTS
As of December 31, 1997, the carrying amount of the Company's financial
instruments approximates their estimated fair value based upon market prices for
the same or similar type of financial instruments.
39
<PAGE>
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 2--SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
PERVASIVENESS OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amount of assets and liabilities and
disclosure of contingent assets and liabilities as of the date of the
consolidated financial statements, and that affect the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from these estimates.
NEW ACCOUNTING PRONOUNCEMENTS
Effective January 1, 1996, the Company adopted the "disclosure method"
provisions of SFAS No. 123, "Accounting for Stock-Based Compensation," which
became effective January 1, 1996. As permitted by SFAS No. 123, the Company
continues to recognize stock-based compensation costs under the intrinsic
value-based method of accounting as prescribed by Accounting Principles Board
("APB") Opinion No. 25, "Accounting for Stock Issued to Employees."
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 3--NONCASH INVESTING AND FINANCING ACTIVITIES
The Company directly charges accumulated deficit for preferred stock
accretion and preferred stock dividends accrued. During 1997, 1996 and 1995,
these amounts totaled $0.4 million, $6.7 million and $3.0 million, respectively.
In conjunction with the exercise of certain stock options, the Company has
reduced current income taxes payable with an offsetting credit to
paid-in-capital for the tax benefit of stock options exercised. During 1997 and
1996, these amounts totaled $4.3 million and $0.3 million, respectively.
In addition to amounts reported as purchases of equipment in the
consolidated statement of cash flows, the Company has directly financed certain
noncash capital expenditures. During 1996 and 1995, these noncash capital
expenditures totaled $1.3 million and $0.9 million, respectively. These were no
noncash capital expenditures in 1997.
40
<PAGE>
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 4--INCOME TAXES
Income taxes applicable to continuing operations consisted of the following
(provision) benefit:
<TABLE>
<CAPTION>
1997 1996 1995
---------- --------- ---------
(IN THOUSANDS)
<S> <C> <C> <C>
Current:
Federal.................................................... $ (10,008) $ (4,225) $ 1,792
State...................................................... (2,089) (1,057) 134
International.............................................. 31 (1) 24
---------- --------- ---------
Total current............................................ (12,066) (5,283) 1,950
---------- --------- ---------
Deferred:
Federal.................................................... 706 2,098 (1,668)
State...................................................... 121 502 9
---------- --------- ---------
Total deferred........................................... 827 2,600 (1,659)
---------- --------- ---------
Total income tax (provision) benefit..................... $ (11,239) $ (2,683) $ 291
---------- --------- ---------
---------- --------- ---------
</TABLE>
The Company's effective income tax rate applicable to continuing operations
differs from the federal statutory rate as follows:
<TABLE>
<CAPTION>
1997 1996 1995
------------------------ ----------------------- -----------------------
(IN THOUSANDS, EXCEPT %'S)
<S> <C> <C> <C> <C> <C> <C>
Federal income tax (provision) benefit at
statutory rate............................... $ (9,475) (35.0)% $ (6,190) (34.0)% $ (338) (34.0)%
State and local taxes, net of federal income
tax effect and before valuation allowances... (1,279) (4.8) (924) (5.1) 60 6.0
International taxes............................ (5) -- (21) (0.1) 12 1.2
Goodwill amortization.......................... (471) (1.7) (471) (2.6) (494) (49.6)
Change in valuation allowance.................. (9) -- 4,679 25.7 1,260 126.6
Nondeductible expenses......................... (218) (0.8) (186) (1.0) (242) (24.3)
Other, net..................................... 218 0.8 430 2.4 33 3.3
---------- ----- --------- ----- --------- -----
Income tax (provision) benefit............... $ (11,239) (41.5)% $ (2,683) (14.7)% $ 291 29.2 %
---------- ----- --------- ----- --------- -----
---------- ----- --------- ----- --------- -----
</TABLE>
During 1997 and 1996, the Company made income tax payments, net of refunds,
of $6.7 million and $1.9 million, respectively. During 1995, the Company
received income tax refunds, net of payments, of $1.0 million.
41
<PAGE>
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 4--INCOME TAXES (CONTINUED)
The approximate income tax effect of each type of temporary difference
giving rise to deferred income tax assets was as follows:
<TABLE>
<CAPTION>
DECEMBER 31,
--------------------
1997 1996
--------- ---------
(IN THOUSANDS)
<S> <C> <C>
Deferred income tax assets:
Deferred revenue......................................................... $ 1,993 $ 1,893
Rent..................................................................... 1,474 1,363
Depreciation and amortization............................................ 1,330 997
Bad debt expense......................................................... 1,064 759
Capital loss carryforward................................................ 293 284
Accrued compensation..................................................... 281 247
Long-term receivable..................................................... 143 145
Lease termination........................................................ -- 48
Net operating loss carryforward.......................................... -- 18
Other, net............................................................... 952 940
--------- ---------
Subtotal................................................................. 7,530 6,694
Valuation allowance...................................................... (293) (284)
--------- ---------
Total deferred income tax asset............................................ $ 7,237 $ 6,410
--------- ---------
--------- ---------
</TABLE>
The Company had previously established deferred income tax asset valuation
allowances because of its history of operating losses and an inability to
project future taxable income with certainty. Valuation allowances totaling $4.7
million were released to income in 1996 as a result of the Company's successful
recapitalization, through its public offering of common stock, and its
demonstrated pattern of profitability. The remaining valuation allowance as of
December 31, 1997 pertains to the capital loss carryforward.
Net operating loss carryforwards totaled $52 thousand as of December 31,
1996. These net operating loss carryforwards expire in 2005.
Prior to calendar year 1995, the Company's fiscal year-end was April 30. The
Internal Revenue Service (IRS) has examined the Company's income tax returns for
fiscal years 1992 through 1995. The findings were reported to and accepted by
the Joint Committee on Taxation. All Company income tax returns for fiscal years
through 1995 are closed to further examination by the IRS. The Company has been
notified that the IRS intends to examine the return for the period May 1, 1995
through December 31, 1995.
42
<PAGE>
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 5--OTHER CURRENT ASSETS
Other current assets consisted of the following:
<TABLE>
<CAPTION>
DECEMBER 31,
--------------------
1997 1996
--------- ---------
(IN THOUSANDS)
<S> <C> <C>
Prepaid data royalties..................................................... $ 2,578 $ 1,195
Prepaid equipment maintenance.............................................. 638 614
Prepaid commissions........................................................ 730 614
Computer inventory......................................................... 412 210
Prepaid insurance.......................................................... 122 170
Other...................................................................... 790 404
--------- ---------
Total.................................................................... $ 5,270 $ 3,207
--------- ---------
--------- ---------
</TABLE>
NOTE 6--EQUIPMENT AND PURCHASED SOFTWARE
Equipment and purchased software consisted of the following:
<TABLE>
<CAPTION>
DECEMBER 31,
----------------------
1997 1996
---------- ----------
(IN THOUSANDS)
<S> <C> <C>
Computer equipment.................................................... $ 27,321 $ 22,614
Purchased software, licenses and databases............................ 4,334 2,858
Furniture and other equipment......................................... 4,255 2,804
Leasehold improvements................................................ 583 173
---------- ----------
Total, gross........................................................ 36,493 28,449
Less accumulated depreciation......................................... (26,793) (20,361)
---------- ----------
Total, net.......................................................... $ 9,700 $ 8,088
---------- ----------
---------- ----------
</TABLE>
Purchased software, licenses and databases includes software of $5.2 million
acquired through the acquisition of its former partner's interest in the Joint
Venture. As of December 31, 1996, this acquired software had been fully
amortized.
As of December 31, 1997 and 1996, computer equipment, net of accumulated
depreciation, that is on lease to certain customers under operating leases of
$2.4 million and $3.6 million, respectively, is included in computer equipment.
Future minimum rentals under noncancelable customer leases aggregate
approximately $1.0 million in 1998.
Furniture and other equipment includes equipment under capital leases as
follows:
<TABLE>
<CAPTION>
DECEMBER 31,
--------------------
1997 1996
--------- ---------
(IN THOUSANDS)
<S> <C> <C>
Capital leases............................................................... $ 574 $ 574
Less accumulated depreciation................................................ (474) (357)
--------- ---------
Total, net................................................................. $ 100 $ 217
--------- ---------
--------- ---------
</TABLE>
43
<PAGE>
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 7--GOODWILL
Goodwill consisted of the following:
<TABLE>
<CAPTION>
DECEMBER 31,
--------------------
LIFE 1997 1996
--------- --------- ---------
(IN THOUSANDS)
<S> <C> <C> <C>
CCC acquisition (1988)...................................... 20years $ 16,458 $ 16,458
UCOP acquisition (1994)..................................... 7years 3,665 3,665
--------- ---------
Total, gross.............................................. 20,123 20,123
Less accumulated amortization............................... (10,238) (8,893)
--------- ---------
Total, net................................................ $ 9,885 $ 11,230
--------- ---------
--------- ---------
</TABLE>
NOTE 8--ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable and accrued expenses consisted of the following:
<TABLE>
<CAPTION>
DECEMBER 31,
--------------------
1997 1996
--------- ---------
(IN THOUSANDS)
<S> <C> <C>
Accounts payable........................................................ $ 6,138 $ 5,783
Compensation............................................................ 6,492 4,652
Professional fees....................................................... 1,983 1,484
Sales tax............................................................... 1,237 1,283
Commissions............................................................. 1,521 1,162
Health insurance........................................................ 323 406
Lease termination....................................................... -- 121
Other, net.............................................................. 689 930
--------- ---------
Total................................................................. $ 18,383 $ 15,821
--------- ---------
--------- ---------
</TABLE>
NOTE 9--LONG-TERM DEBT
In August 1996, CCC negotiated a credit facility with a commercial bank to
replace its prior bank credit facility. The credit facility provides CCC with
the ability to borrow up to $20 million under a revolving line of credit for
general corporate purposes. The Company guarantees CCC's obligations under the
credit facility, which is secured by a lien on the Company's common stock
interest in CCC and CCC's assets. The interest rate under the bank credit
facility is the London Interbank Offering Rate (LIBOR) plus 1.5% or the prime
rate in effect from time to time, as selected by CCC. When borrowings are
outstanding, interest payments are made monthly. There were no borrowings under
the revolving credit facility during 1997. CCC pays a commitment fee of 0.25% on
any unused portion of the revolving credit facility. The revolving credit
facility terminates on October 1, 2001.
Under the bank facility, CCC is, with certain exceptions, prohibited from
making certain sales or transfers of assets, incurring nonpermitted indebtedness
or encumbrances, and redeeming or repurchasing its capital stock, among other
restrictions. In addition, the bank credit facility requires CCC to maintain
certain levels of operating cash flow and debt coverage, and limits CCC's
ability to make capital expenditures and investments and declare dividends.
CCC's prior bank credit facility consisted of a term loan and revolving
credit facility. The average interest rate in effect during the year ended
December 31, 1996 for the term loan and revolving credit
44
<PAGE>
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 9--LONG-TERM DEBT (CONTINUED)
facility was 8.7% and 8.7%. The Company made cash interest payments of $0.1
million, $2.6 million and $4.1 million during the year ended December 31, 1997,
1996 and 1995, respectively.
Long-term debt consisted of the following:
<TABLE>
<CAPTION>
DECEMBER 31,
--------------------
1997 1996
--------- ---------
(IN THOUSANDS)
<S> <C> <C>
Capital lease obligations.................................................... $ 111 $ 231
--------- ---------
Total debt................................................................. 111 231
Due within one year.......................................................... (111) (120)
--------- ---------
Due after one year........................................................... $ -- $ 111
--------- ---------
--------- ---------
</TABLE>
NOTE 10--MANDATORILY REDEEMABLE PREFERRED STOCK
On June 16, 1994, pursuant to a reorganization and recapitalization, the
Company issued: (a) 5,000 shares of its preferred stock, par value $1.00,
designated as Series C Cumulative Redeemable Preferred Stock ("Series C
Preferred Stock"), (b) 34,000 shares of its preferred stock, par value $1.00,
designated as Series D Cumulative Redeemable Preferred Stock ("Series D
Preferred Stock") and (c) 7,050,840 shares of the Company's Common Stock, par
value $0.10, to White River in exchange for the Company's subordinated debt and
Series A, B and C warrants acquired from the original subordinated debtholders
by White River on April 15, 1994. At the date of exchange, the subordinated debt
consisted of a principal balance of $41.7 million and accrued interest of $2.7
million. In recording the exchange, $3.9 million and $25.7 million were assigned
to the Series C and Series D Preferred Stock, respectively. The balance of $14.8
million, less certain transaction costs of $2.4 million, was assigned to common
stock and credited to paid-in capital.
As part of the reorganization and recapitalization, the Company and White
River entered into an agreement under which the Company, following receipt of
written notification from White River that the number of shares of the Company's
common stock owned by White River represents less than a majority of the issued
and outstanding shares of common stock of the Company, must issue to White River
500 shares of the Company's preferred stock, par value $1.00, designated as
Series E Cumulative Redeemable Preferred Stock ("Series E Preferred Stock") in
exchange for 500 shares of the Series D Preferred Stock. (Collectively, the
Series C, D and E Preferred Stock are hereinafter referred to as "Preferred
Stock.") The terms of the Series E Preferred Stock and the Series C and D
Preferred Stock are generally the same, except that outstanding shares of the
Series E Preferred Stock carry certain voting rights if they are beneficially
owned by White River or any of its affiliates. In such circumstances, White
River and/or its affiliates that own any shares of Series E Preferred Stock
would be entitled to vote on all matters voted on by holders of the Company's
common stock.
Subject to the pro-ration provisions described below, the number of votes
that each share of Series E Preferred Stock may cast is determined according to
a formula, the effect of which is to cause White River and/or it affiliates to
have 51% of the votes to be cast on any matter to be voted upon by holders of
the Company's common stock, for so long as all of the shares of Series E
Preferred Stock are issued, outstanding and held by White River and/or its
affiliates. To the extent White River also owns shares of the Company's common
stock, such Series E Preferred Stock will only provide an additional voting
percentage that, when added together with the vote from White River's shares of
Company common stock, will provide White River with a maximum of 51% of the
votes. Under the terms of a Stockholders Agreement
45
<PAGE>
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 10--MANDATORILY REDEEMABLE PREFERRED STOCK (CONTINUED)
among White River and certain stockholders, including the Company's Chairman
(the "Management Stockholders"), the parties have agreed, subject to fiduciary
duties, that White River will vote with the Management Stockholders regarding
defined business combinations and subsequent offerings of Company common stock.
The terms of the Series E Preferred Stock provide for the pro-rata reduction
of Series E Preferred Stock voting power from the voting power established as of
its original issuance, to the extent that outstanding shares of Series E
Preferred Stock are either redeemed by the Company or no longer owned by White
River and/or its affiliates. Outstanding shares of Series E Preferred Stock are
redeemable pro rata with the outstanding shares of Series C and Series D
Preferred Stock.
Through the date of redemption, Preferred Stock dividends have accrued at a
rate of 2.75% per annum. Because the Company completed the required redemption
of Preferred Stock through the use of proceeds from the company's initial public
offering of common stock, Preferred Stock dividends from the date of redemption
through June 16, 1998 have been eliminated. See Note 11--Initial Public Offering
of Common Stock. Beginning June 17, 1998, Preferred Stock dividends, payable
quarterly, accrue at an annual rate of 8%. The Preferred Stock is mandatorily
redeemable, at stated value plus accrued dividends, on June 16, 1999. Prior to
the mandatory redemption date, under the terms of the Preferred Stock, White
River is only required to accept an offer to redeem that is funded through a
public offering of the Company's common stock. If White River should decline a
good faith offer to redeem all or a portion of the Preferred Stock, the dividend
rate on the Preferred Stock subject to the redemption offer shall be reduced
from 8% to 1%.
During the years ended December 31, 1997, 1996 and 1995, the original
discount on the Preferred Stock accreted $0.4 million, $6.0 million and $1.9
million, respectively. Dividends of $0.7 million and $1.1 million were accrued
during 1996 and 1995.
NOTE 11--INITIAL PUBLIC OFFERING OF COMMON STOCK
On June 27, 1996, the Company's Board of Directors authorized the filing of
a registration statement with the Securities and Exchange Commission for an
initial public offering (IPO) of the Company's common stock. In addition, on
August 13, 1996 the Company's Board of Directors authorized a 40 for 1 split of
the common stock of the Company, which was effective August 13, 1996. All
reported share information has been restated to reflect the split. On August 21,
1996, the Company completed its IPO by issuing 6,900,000 shares of common stock,
par value $0.10, at $11.50 per share. Gross proceeds from the IPO of $79.4
million were reduced by Underwriters' discounts of $5.6 million and equity issue
costs of $1.7 million. Proceeds from the IPO were used to repay certain bank
debt and, as required by the terms of the Company's Series C and Series D
Preferred Stock, the Company used 50% of the net proceeds from the IPO to redeem
34,085 shares of outstanding Preferred Stock at its stated value of $34.1
million plus accrued dividends of $2.0 million. As a result of the redemption
and in accordance with the terms of the Preferred Stock, Preferred Stock
dividends from the IPO date through June 16, 1998 have been eliminated.
As a result of the IPO, White River's common equity ownership percentage was
reduced from approximately 52% to approximately 37%. On August 23, 1996, White
River informed the Company of its intention to exchange 500 shares of Series D
Preferred Stock for 500 shares of the Company's Series E Preferred Stock.
Pursuant to the request from White River, the Company issued 500 Shares of
Series E Preferred Stock in exchange for 500 Shares of Series D Preferred Stock.
46
<PAGE>
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 11--INITIAL PUBLIC OFFERING OF COMMON STOCK (CONTINUED)
At December 31, 1997, 630 Shares of Series C Preferred Stock, 3,785 Shares
of Series D Preferred Stock and 500 Shares of Series E Preferred Stock are
issued and outstanding.
NOTE 12--STOCK OPTION PLAN
In May 1988, the Company's Board of Directors adopted a nonqualified stock
option plan (the "1988 Plan"). Under the 1988 Plan, as amended in 1992, options
may be granted at a per share price of not less than the greater of $1.375 or
the fair market value as of the date of grant, as determined by the Compensation
Committee of the Board of Directors (Committee). Options are generally
exercisable within 5 years from the date of grant, subject to vesting schedules
determined at the discretion of the Committee. In general, however, option
grants vest over 4 years. As a result of the Company's June 1994 reorganization
and recapitalization, under an agreement with White River, the number of
incremental options that may be granted under the 1988 Plan subsequent to June
16, 1994 was limited to 3% of outstanding stock on June 16, 1994 or 488,880
shares. Including these incremental options, 2,956,040 total options were
available under the plan to be granted. No additional options can be granted
under the 1988 Plan. During 1997, the Company's Board of Directors adopted a new
stock option plan that provides for the granting of 675,800 new options to
purchase Company common stock. As under the 1988 Plan, options are generally
exercisable within five years from the date of grant.
Option activity during 1997, 1996 and 1995 is summarized below:
<TABLE>
<CAPTION>
1997 1996 1995
------------------------ ----------------------- -----------------------
WEIGHTED WEIGHTED WEIGHTED
AVERAGE AVERAGE AVERAGE
SHARES PRICE SHARES PRICE SHARES PRICE
----------- ----------- ---------- ----------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
Options Outstanding:
Beginning of year....................... 2,679,939 $ 3.29 2,956,040 $ 1.93 2,193,079 $ 1.40
Granted................................. 337,500 16.61 409,280 11.20 1,247,521 2.64
Exercised (a)........................... (1,105,555) 1.59 (256,540) 1.43 (19,200) 1.38
Surrendered or terminated............... (96,281) 5.12 (428,841) 2.47 (465,360) 1.39
----------- ----------- ---------- ----- ---------- -----
End of year........................... 1,815,603 $ 6.62 2,679,939 $ 3.29 2,956,040 $ 1.93
----------- ----------- ---------- ----- ---------- -----
----------- ----------- ---------- ----- ---------- -----
Options exercisable at year-end........... 959,605 $ 3.51 1,764,774 $ 2.11 1,694,999 $ 1.60
----------- ----------- ---------- ----- ---------- -----
----------- ----------- ---------- ----- ---------- -----
Weighted-average fair value of options
granted during the year (b)............. $ 15.31 $ 11.20 $ 2.64
----------- ---------- ----------
----------- ---------- ----------
</TABLE>
- ------------------------
(a) In 1996, the number of options exercised in the accompanying consolidated
statement of stockholders' equity (deficit) is net of shares tendered by
employees as payment of the stock exercise price and related income taxes.
Shares tendered to the Company, which are held in treasury, totaled 112,505
in 1996.
(b) In 1997, there was an option grant on 70,000 shares for which the stock
exercise price exceeded the fair market value of the stock at the grant
date.
47
<PAGE>
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 12--STOCK OPTION PLAN (CONTINUED)
The next table summarizes information about fixed stock options outstanding
at December 31, 1997:
<TABLE>
<CAPTION>
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
--------------------------------------------- -----------------------
WEIGHTED WEIGHTED
WEIGHTED AVERAGE AVERAGE AVERAGE
NUMBER REMAINING EXERCISE NUMBER EXERCISE
RANGE OF EXERCISE PRICES OUTSTANDING CONTRACTUAL LIFE PRICE EXERCISABLE PRICE
- ------------------------------------------------ ----------- ------------------- ----------- ---------- -----------
<S> <C> <C> <C> <C> <C>
$ 1.38 to $ 1.38................................ 371,540 2.98 $ 1.38 366,740 $ 1.38
$ 1.75 to $ 2.88................................ 501,549 2.05 $ 1.89 300,035 $ 1.95
$ 4.38 to $ 4.38................................ 252,699 2.95 $ 4.38 146,667 $ 4.38
$11.20 to $11.20................................ 378,315 3.50 $ 11.20 144,163 $ 11.20
$12.75 to $21.00................................ 424,000 4.53 $ 16.03 -- --
$21.25 to $21.25................................ 7,500 4.75 $ 21.25 -- --
----------- ----------
$ 1.38 to $21.25................................ 1,935,603 3.18 $ 7.11 959,605 $ 3.51
----------- ----------
----------- ----------
</TABLE>
The fair value of each option grant was estimated on the date of grant using
the Black-Scholes option pricing model. The principal determinants of option
pricing are: fair market value of the Company's common stock at the date of
grant, expected volatility, risk-free interest rate, expected option lives and
dividend yields. Weighted average assumptions employed by the Company were:
expected volatility of 31% for 1997 and 30% for 1996; and a risk-free interest
rate of 6.4% for 1997 and 6.5% for 1996. In addition, the Company assumed an
expected option life of 4.5 years and no dividend yield in both years.
The Company applies APB Opinion 25 in accounting for its fixed stock option
plan and, accordingly, has not recognized compensation cost in the accompanying
consolidated statement of operations. Had compensation cost been recognized
based on fair value as of the grant dates as defined in SFAS No. 123, the
Company's net income applicable to common stock and related per share amounts
would have been reduced as indicated below:
<TABLE>
<CAPTION>
1997 1996
--------- ---------
(IN THOUSANDS,
EXCEPT
PER SHARE DATA)
<S> <C> <C>
Net income applicable to common stock:
As reported......................................................... $ 15,467 $ 8,150
Pro forma........................................................... $ 15,026 $ 7,864
Per share net income applicable to common stock assuming dilution:
As reported......................................................... $ 0.62 $ 0.40
Pro forma........................................................... $ 0.60 $ 0.39
</TABLE>
The effects of applying SFAS No. 123 in the above pro forma disclosures are
not indicative of future amounts as they do not include the effects of awards
granted prior to 1995, some of which would have had income statement effects in
1997, 1996 and 1995 due to the four-year vesting period associated with the
fixed stock option awards. Additionally, future amounts are likely to be
affected by the number of grants awarded since additional awards are generally
expected to be made at varying amounts.
NOTE 13--EARNINGS PER SHARE
The Company adopted Statement of Financial Accounting Standards (SFAS) No.
128, "Earnings Per Share" in the fourth quarter of 1997. SFAS No. 128 requires
the presentation of basic and diluted earnings per share, including the
restatement of prior periods. A summary of the calculation of basic and diluted
48
<PAGE>
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 13--EARNINGS PER SHARE (CONTINUED)
earnings per share for the years ended December 31, 1997, 1996 and 1995, is
presented below (in thousands, except per share data):
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------
1997 1996 1995
--------- --------- ---------
<S> <C> <C> <C>
Income before extraordinary item................................................. $ 15,832 $ 15,522 $ 1,286
Less: Dividends and accretion on mandatorily redeemable
preferred stock................................................................. (365) (6,694) (3,003)
--------- --------- ---------
Income (loss) applicable to common stock......................................... $ 15,467 $ 8,828 $ (1,717)
--------- --------- ---------
--------- --------- ---------
Weighted average common shares................................................... 23,807 19,056 16,300
--------- --------- ---------
Basic earnings per common share.................................................. $ 0.65 $ 0.46 $ (0.11)
Effect of common stock options................................................... 1,152 1,311 --
--------- --------- ---------
Weighted average diluted shares.................................................. 24,959 20,367 16,300
--------- --------- ---------
Diluted earnings per common share................................................ $ 0.62 $ 0.43 $ (0.11)
--------- --------- ---------
--------- --------- ---------
</TABLE>
Options to purchase 70,528 shares of common stock at prices ranging from
$18.25 to $21.25 per share were outstanding during 1997, but were not included
in the computation of diluted EPS because the options' exercise prices were
greater than the average market price of the common shares. The options, which
expire in 2002, were still outstanding at the end of 1997.
NOTE 14--COMMITMENTS AND CONTINGENCIES
The Company leases facilities, computers, telecommunications and office
equipment under the terms of noncancelable operating lease agreements which
expire at various dates through 2008. As of December 31, 1997, future minimum
cash lease payments were as follows:
<TABLE>
<CAPTION>
(IN THOUSANDS)
<S> <C>
1998.......................................................................... $ 3,928
1999.......................................................................... 4,339
2000.......................................................................... 2,955
2001.......................................................................... 2,042
2002.......................................................................... 2,085
Thereafter.................................................................... 14,405
-------
Total....................................................................... $ 29,754
-------
-------
</TABLE>
During 1997, 1996 and 1995, operating lease expense was $3.5 million, $3.2
million and $2.9 million, respectively.
49
<PAGE>
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 15--SUBSEQUENT EVENTS
On February 10, 1998, the Company signed an agreement with InsurQuote
Systems, Inc. ("InsurQuote") and invested $20 million to acquire 19.9% of the
InsurQuote common stock, an $8.9 million subordinated note, warrants, and shares
of Series C redeemable convertible preferred stock, and Series D convertible
preferred stock. The warrants provide the right to acquire additional shares of
common stock and are exercisable by the Company through February 10, 2008,
subject to potential early termination provisions. The Series C stock is
redeemable in full at the end of five years, or earlier under certain
conditions, if not converted prior to that time. Each share of Series C and D
preferred stock is initially convertible into one share of common stock at the
option of the Company.
InsurQuote is a provider of insurance rating information and the software
tools used to manage that information. Its range of products is primarily
focused towards insurance companies, insurance agents, and the related consumer
market.
Under the terms of the investment agreement, the Company, subject to certain
conditions, can increase its investment through additional purchases of common
and preferred shares.
NOTE 16--LEGAL PROCEEDINGS
In April 1995, the Company recorded a litigation settlement charge of $4.5
million in connection with the litigation involving an independent corporate
publisher of used car valuation books. In December 1995, substantive settlement
discussions were held. As a result of those discussions, the parties
conditionally agreed to a settlement structure that would resolve all
outstanding disputes. All conditions precedent to the settlement agreement were
satisfied in 1996. As a result, all issues arising out of the litigation between
the parties have been fully and completely settled and each civil action had
been dismissed with prejudice. The settlement amount approximated the settlement
charge previously recorded. In conjunction with the settlement agreement, the
Company received a three year license to the publisher's used car valuation book
data at market rates.
The Company is a party to various other legal proceedings in the ordinary
course of business. The Company believes that the ultimate resolution of these
other matters will not have a material effect on the Company's financial
position.
NOTE 17--SUMMARIZED QUARTERLY OPERATING RESULTS (UNAUDITED)
The following table sets forth unaudited consolidated statements of
operations for the quarters in the years ended December 31, 1997 and 1996. These
quarterly statements of operations have been prepared on a basis consistent with
the audited financial statements. They include all adjustments, consisting only
of normal recurring adjustments, necessary for a fair presentation of the
quarterly results of operations, when such results are read in conjunction with
the audited consolidated financial statements and the notes thereto. The
operating results for any quarter are not necessarily indicative of results for
any future period.
50
<PAGE>
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 17--SUMMARIZED QUARTERLY OPERATING RESULTS (UNAUDITED) (CONTINUED)
<TABLE>
<CAPTION>
1997 1996
------------------------------------------ ------------------------------------------
FIRST SECOND THIRD FOURTH FIRST SECOND THIRD FOURTH
--------- --------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues.............................. $ 36,777 $ 38,289 $ 40,457 $ 43,583 $ 31,369 $ 31,956 $ 32,602 $ 35,050
Expenses:
Operating expenses.................. 31,090 31,913 33,938 36,460 27,031 26,241 27,235 30,339
Operating income...................... 5,687 6,376 6,519 7,123 4,338 5,715 5,367 4,711
Interest expense...................... (37) (35) (34) (33) (1,032) (950) (526) (54)
Other income, net..................... 279 350 431 445 53 240 169 174
--------- --------- --------- --------- --------- --------- --------- ---------
Income from operations before income
taxes............................... 5,929 6,691 6,916 7,535 3,359 5,005 5,010 4,831
Income tax provision.................. (2,510) (2,804) (2,908) (3,017) (775) (898) (292) (718)
--------- --------- --------- --------- --------- --------- --------- ---------
Income from operations before
extraordinary item.................. 3,419 3,887 4,008 4,518 2,584 4,107 4,718 4,113
Extraordinary loss on early retirement
of debt, net of income taxes........ -- -- -- -- -- -- (678) --
--------- --------- --------- --------- --------- --------- --------- ---------
Net income............................ 3,419 3,887 4,008 4,518 2,584 4,107 4,040 4,113
Dividends and accretions on
mandatorily redeemable preferred
stock............................... (88) (90) (93) (94) (793) (811) (5,003) (87)
--------- --------- --------- --------- --------- --------- --------- ---------
Net income (loss) applicable to common
stock............................... $ 3,331 $ 3,797 $ 3,915 $ 4,424 $ 1,791 $ 3,296 $ (963) $ 4,026
--------- --------- --------- --------- --------- --------- --------- ---------
--------- --------- --------- --------- --------- --------- --------- ---------
PER SHARE DATA:
INCOME PER COMMON SHARE--BASIC
Income (loss) applicable to common
stock before extraordinary item... $ 0.14 $ 0.16 $ 0.16 $ 0.18 $ 0.11 $ 0.20 $ (0.02) $ 0.17
Extraordinary loss on early
retirement of debt, net of income
taxes............................. -- -- -- -- -- -- (0.03) --
--------- --------- --------- --------- --------- --------- --------- ---------
Net income (loss) applicable to common
stock............................... $ 0.14 $ 0.16 $ 0.16 $ 0.18 $ 0.11 $ 0.20 $ (0.05) $ 0.17
--------- --------- --------- --------- --------- --------- --------- ---------
--------- --------- --------- --------- --------- --------- --------- ---------
INCOME PER COMMON SHARE--DILUTED
Income (loss) applicable to common
stock before extraordinary item... $ 0.13 $ 0.15 $ 0.16 $ 0.18 $ 0.10 $ 0.19 $ (0.02) $ 0.16
Extraordinary loss on early
retirement of debt, net of income
taxes............................. -- -- -- -- -- -- (0.03) --
--------- --------- --------- --------- --------- --------- --------- ---------
Net income (loss) applicable to
common stock...................... $ 0.13 $ 0.15 $ 0.16 $ 0.18 $ 0.10 $ 0.19 $ (0.05) $ 0.16
--------- --------- --------- --------- --------- --------- --------- ---------
--------- --------- --------- --------- --------- --------- --------- ---------
Weighted average shares outstanding:
Basic............................... 23,511 23,661 23,853 24,194 16,322 16,450 19,963 23,428
Diluted............................. 24,802 24,848 24,997 25,182 17,618 17,757 19,963 24,765
</TABLE>
51
<PAGE>
CCC INFORMATION SERVICES GROUP, INC.
AND SUBSIDIARIES
SUPPLEMENTAL FINANCIAL STATEMENT SCHEDULES
SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
(IN THOUSANDS)
<TABLE>
<CAPTION>
BALANCE AT CHARGED TO CHARGED TO BALANCE AT
BEGINNING COSTS AND OTHER ADDITIONS/ END OF
DESCRIPTION OF PERIOD EXPENSES ACCOUNTS DEDUCTIONS PERIOD
- -------------------------------------------------- ----------- ----------- ------------- ------------ -----------
<S> <C> <C> <C> <C> <C>
1995 Allowance for Doubtful Accounts.............. 943 2,257 -- (1,735)(a) 1,465
1996 Allowance for Doubtful Accounts.............. 1,465 3,781 -- (3,300)(a) 1,946
1997 Allowance for Doubtful Accounts.............. 1,946 3,472 -- (2,755)(a) 2,663
1995 Deferred Income Tax Valuation Allowance...... 6,223 -- -- (1,260)(b) 4,963
1996 Deferred Income Tax Valuation Allowance...... 4,963 -- -- (4,679)(b) 284
1997 Deferred Income Tax Valuation Allowance...... 284 9 293
</TABLE>
- ------------------------
(a) Accounts receivable write-offs, net of recoveries.
(b) Reversal of deferred tax valuation allowances.
52
<PAGE>
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
EXHIBIT INDEX
<TABLE>
<C> <S>
3.1 Amended and Restated Certificate of Incorporation of the Company filed as Exhibit 3.1
to the Company's Annual Report on Form 10-K (filed with the Commission (file No.
000-28600) on March 14, 1997, (the "Annual Report"), and hereby incorporated by
reference)
3.2 Amended and Restated Bylaws of the Company (filed as Exhibit 3.2 to the Annual Report
and hereby incorporated by reference)
4.2 Stockholders' Agreement (incorporated herein by reference to Exhibit 4.2 of the
Company's Registration Statement on Form S-1, Commission File Number 333-07287)
10.1 Credit Facility Agreement between CCC Information Services Inc., Signet Bank and the
other financial institutions party thereto (incorporated herein by reference to
Exhibit 10.1 to the Annual Report)
10.2 Motor Crash Estimating Guide Data License (incorporated herein by reference to
Exhibit 10.2 of the Company's Registration Statement on Form S-1, Commission File
Number 333-07287)
10.3 Stock Option Plan (incorporated herein by reference to Exhibit 4.03 of the Company's
Registration Agreement on Form S-8, Commission File Number 333-15207 filed October
31, 1996)
10.4 1997 Stock Option Plan (incorporated herein by reference to Exhibit 4.4 of the
Company's Registration Agreement on Form S-8, Commission File Number 333-26001
filed April 27, 1997)
10.5 401(K) Company Retirement Saving & Investment Savings Plan (incorporated herein by
reference to Exhibit 4.4 of the Company's Registration Agreement on Form S-8,
Commission Number 333-32139 filed July 25, 1997)
11 Statement Re: Computation of Per Share Earnings
21 List of Subsidiaries
23 Consent of Price Waterhouse LLP
27.1 Financial Data Schedule for year end 12/31/97
27.2 Financial Data Schedule Restated for 9 months ended 9/30/97
27.3 Financial Data Schedule Restated for 6 months ended 6/30/97
27.4 Financial Data Schedule Restated for 3 months ended 3/31/97
27.5 Financial Data Schedule Restated for year end 12/31/96
27.6 Financial Data Schedule Restated for 9 months ended 9/30/96
</TABLE>
53
<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: March 30, 1998 CCC Information Services Group Inc.
<TABLE>
<S> <C>
By: /s/ DAVID M. PHILLIPS
------------------------------------
Name: David M. Phillips
Title: Chairman and Chief Executive Officer
By: /s/ LEONARD L. CIARROCCHI
------------------------------------
Name: Leonard L. Ciarrocchi
Title: Executive Vice President and Chief
Financial Officer
By: /s/ MICHAEL P. DEVEREUX
------------------------------------
Name: Michael P. Devereux
Title: Vice President, Controller and Chief
Accounting Officer
By: /s/ JOHN J. BYRNE
------------------------------------
Name: John J. Byrne
Title: Director
By: /s/ MORGAN W. DAVIS
------------------------------------
Name: Morgan W. Davis
Title: Director
By: /s/ THOMAS L. KEMPNER
------------------------------------
Name: Thomas L. Kempner
Title: Director
By: /s/ GORDON S. MACKLIN
------------------------------------
Name: Gordon S. Macklin
Title: Director
By: /s/ ROBERT T. MARTO
------------------------------------
Name: Robert T. Marto
Title: Director
By: /s/ MICHAEL R. STANFIELD
------------------------------------
Name: Michael R. Stanfield
Title: Director
</TABLE>
54
<PAGE>
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
<TABLE>
<S> <C>
DIRECTORS John J. Byrne
Chairman, President and
Chief Executive Officer
Fund American Enterprise Holdings, Inc.
Morgan W. Davis
President and Chief Executive Officer
White Mountain Insurance Company
Thomas L. Kempner
Chairman and Chief Executive Officer
Loeb Partners Corporation
Gordon S. Macklin
Chairman, President and Chief Executive
Officer
White River Corporation
Robert T. Marto
Director
White River Corporation
David M. Phillips
Chairman, President and
Chief Executive Officer
Michael R. Stanfield
Managing Director
Loeb Partners Corporation
EXECUTIVE OFFICERS David M. Phillips
Chairman and
Chief Executive Officer
J. Laurence Costin Jr.
Vice Chairman
Githesh Ramamurthy
President, Chief Operating Officer and
Chief Technology Officer
John Buckner
President -- Automotive Services Division
Richard J. Radi
Executive Vice-President -- Insurance
Division
Blaine R. Ornburg
President -- Outsourcing Division
Leonard L. Ciarrocchi
Executive Vice President --
Chief Financial Officer
Michael P. Devereux
Vice President, Controller --
Chief Accounting Officer
</TABLE>
55
<PAGE>
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
CORPORATE INFORMATION
<TABLE>
<S> <C>
CORPORATE OFFICE ANNUAL MEETING
World Trade Center Chicago The 1998 Annual Meeting of Stockholders is
444 Merchandise Mart pending the proposed merger or acquisition of
Chicago, Illinois 60654 White River Corporation.
(312) 222-4636 INDEPENDENT ACCOUNTANTS
TRANSFER AGENT REGISTRAR FOR COMMON STOCK Price Waterhouse LLP
Harris Trust and Savings Bank 200 East Randolph Drive
Shareholder Communications Chicago, Illinois 60601
P.O. Box A3504 STOCKHOLDER AND INVESTMENT
Chicago, Illinois 60690-3504 COMMUNITY INQUIRIES
(312)-360-5213 Written inquiries should be sent to the Chief
(312)-461-5633 (TDD) Financial Officer at the Company's corporate
STOCKHOLDER SERVICES office.
You should deal with the Transfer Agent for ADDITIONAL INFORMATION
the stockholder services listed below: This Annual Report on Form 10-K provides all
Change of Mailing Address annual information filed with the Securities
Consolidation of Multiple Accounts and Exchange Commission, except for exhibits.
Elimination of Duplicate Report Mailings A listing of exhibits appears on page 43 of
Lost or Stolen Certificates this Form 10-K. Copies of exhibits will be
Transfer Requirements provided upon request for a nominal charge.
Duplicate 1099 Forms Written requests should be directed to the
Please be prepared to provide your tax Investor Relations Department at the
identification or social security number, Company's corporate office.
description of securities and address of
record.
STOCK LISTING AND TRADING SYMBOL
The Company's common stock is listed on the
Nasdaq National Market System. The trading
symbol is CCCG.
</TABLE>
56
<PAGE>
EXHIBIT 11
CCC INFORMATION SERVICES GROUP INC.
STATEMENT RE: COMPUTATION OF NET INCOME (LOSS) PER SHARE
(In Thousands)
<TABLE>
ACTUAL YEAR ENDED
----------------------------------------------------
12/31/97 12/31/96 12/31/95 12/31/94 12/31/93
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Income (loss) per share from continuing operations:
Income (loss) from continuing operations 15,832 15,522 1,286 (13,159) (5,774)
-------- -------- -------- -------- --------
-------- -------- -------- -------- --------
Weighted average common shares outstanding:
Shares attributable to common stock outstanding 23,807 19,056 16,300 13,090 9,245
Shares attributable to common stock equivalents outstanding 1,152 1,311 -- -- --
-------- -------- -------- -------- --------
24,959 20,367 16,300 13,090 9,245
-------- -------- -------- -------- --------
Income (loss) per share from continuing operations $ 0.63 $ 0.76 $ 0.07 $ (1.00) $ (0.63)
-------- -------- -------- -------- --------
-------- -------- -------- -------- --------
Income (loss) per share from discontinued operations:
Income (loss) from discontinued operations -- -- -- 1,006 (4,357)
-------- -------- -------- -------- --------
Weighted average common shares outstanding:
Shares attributable to common stock outstanding 23,807 19,056 16,300 13,090 9,245
Shares attributable to common stock equivalents outstanding 1,152 1,311 -- -- --
-------- -------- -------- -------- --------
24,959 20,367 16,300 13,090 9,245
-------- -------- -------- -------- --------
-------- -------- -------- -------- --------
Income (loss) per share from discontinued operations $ -- $ -- $ -- $ 0.08 $ (0.47)
-------- -------- -------- -------- --------
Extraordinary loss on early retirement of debt, net of taxes per share:
Extraordinary loss on early retirement of debt, net of taxes: -- (678) -- -- --
-------- -------- -------- -------- --------
-------- -------- -------- -------- --------
Weighted average common shares outstanding:
Shares attributable to common stock outstanding 23,807 19,056 16,300 13,090 9,245
Shares attributable to common stock equivalents outstanding 1,152 1,311 -- -- --
-------- -------- -------- -------- --------
24,959 20,367 16,300 13,090 9,245
-------- -------- -------- -------- --------
-------- -------- -------- -------- --------
Extraordinary loss on early retirement of debt, net of taxes per share $ -- $ (0.03) $ -- $ -- $ --
-------- -------- -------- -------- --------
Dividends and accretion on mandatorily redeemable preferred
stock per share:
Dividends and accretion on mandatorily redeemable preferred stock (365) (6,694) (3,003) (1,518) --
-------- -------- -------- -------- --------
-------- -------- -------- -------- --------
Weighted average common shares outstanding:
Shares attributable to common stock outstanding 23,807 19,056 16,300 13,090 9,245
Shares attributable to common stock equivalents outstanding 1,152 1,311 -- -- --
-------- -------- -------- -------- --------
24,959 20,367 16,300 13,090 9,245
-------- -------- -------- -------- --------
-------- -------- -------- -------- --------
Dividends and accretion on mandatorily redeemable
preferred stock per share $ (0.01) $ (0.33) $ (0.18) $ (0.12) $ --
-------- -------- -------- -------- --------
Net income (loss) per share applicable to common stock:
Net income (loss) applicable to common stock $ 15,467 8,150 (1,717) (13,671) (10,131)
-------- -------- -------- -------- --------
Weighted average common shares outstanding:
Shares attributable to common stock outstanding 23,807 19,056 16,300 13,090 9,245
Shares attributable to common stock equivalents outstanding 1,152 1,311 -- -- --
-------- -------- -------- -------- --------
24,959 20,367 16,300 13,090 9,245
-------- -------- -------- -------- --------
Net income (loss) per share applicable to common stock $ 0.62 $ 0.40 $ (0.11) $ (1.04) $ (1.10)
-------- -------- -------- -------- --------
-------- -------- -------- -------- --------
</TABLE>
<PAGE>
EXHIBIT 21
Subsidiaries of CCC Information Services Group Inc.
CCC Information Services Inc.
Certified Collateral Corporation of Canada Ltd.
<PAGE>
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Registration
Statements on Form S-8 (Nos. 333-15207, 333-32129 and 333-47205) of CCC
Information Services Group Inc. of our report dated January 21, 1998, except
as to Note 15 which is as of February 10, 1998, appearing on page 33 of this
Form 10-K.
Price Waterhouse LLP
March 30, 1998
Chicago, Illinois
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 2,064
<SECURITIES> 30,054
<RECEIVABLES> 20,963
<ALLOWANCES> 2,661
<INVENTORY> 0
<CURRENT-ASSETS> 55,690
<PP&E> 36,493
<DEPRECIATION> 26,793
<TOTAL-ASSETS> 83,494
<CURRENT-LIABILITIES> 26,955
<BONDS> 0
5,054
0
<COMMON> 92,258
<OTHER-SE> (46,431)
<TOTAL-LIABILITY-AND-EQUITY> 83,494
<SALES> 159,106
<TOTAL-REVENUES> 0
<CGS> 133,401
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,505
<LOSS-PROVISION> 1,130
<INTEREST-EXPENSE> 139
<INCOME-PRETAX> 27,071
<INCOME-TAX> 11,239
<INCOME-CONTINUING> 15,832
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 15,832
<EPS-PRIMARY> $0.65
<EPS-DILUTED> $0.62
</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
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1997 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH CONSOLIDATED INTERIM FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 999
<SECURITIES> 30,125
<RECEIVABLES> 17,484
<ALLOWANCES> 2,568
<INVENTORY> 0
<CURRENT-ASSETS> 50,387
<PP&E> 34,493
<DEPRECIATION> 25,143
<TOTAL-ASSETS> 78,033
<CURRENT-LIABILITIES> 28,331
<BONDS> 20
4,959
0
<COMMON> 89,753
<OTHER-SE> (50,855) <F1>
<TOTAL-LIABILITY-AND-EQUITY> 78,033
<SALES> 0
<TOTAL-REVENUES> 115,523
<CGS> 0
<TOTAL-COSTS> 96,941
<OTHER-EXPENSES> 1,060 <F2>
<LOSS-PROVISION> 756
<INTEREST-EXPENSE> 106
<INCOME-PRETAX> 19,536
<INCOME-TAX> 8,222
<INCOME-CONTINUING> 11,314
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 11,314
<EPS-PRIMARY> .46 <F3>
<EPS-DILUTED> .44
<FN>
<F1> Accumulated deficit.
<F2> Other income, net of expenses.
<F3> Includes dividends and accretion on mandatorily redeemable preferred stock.
</FN>
</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>
<RESTATED>
<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> .30<F3>
<EPS-DILUTED> .28
<FN>
<F1> Accumulated deficit
<F2> Other income, net of expenses
<F3> Includes dividends and accretion on mandatorily redeemable preferred stock
</FN>
</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 THREE
MONTHS ENDED MARCH 31, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH CONSOLIDATED INTERIM FINANCIALS STATEMENTS AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 14,806
<SECURITIES> 9,951
<RECEIVABLES> 12,789
<ALLOWANCES> 1,967
<INVENTORY> 0
<CURRENT-ASSETS> 40,490
<PP&E> 30,254
<DEPRECIATION> 21,843
<TOTAL-ASSETS> 67,442
<CURRENT-LIABILITIES> 28,322
<BONDS> 80
4,776
0
<COMMON> 86,977
<OTHER-SE> (58,567)<F1>
<TOTAL-LIABILITY-AND-EQUITY> 67,442
<SALES> 0
<TOTAL-REVENUES> 36,777
<CGS> 0
<TOTAL-COSTS> 31,090
<OTHER-EXPENSES> 279<F2>
<LOSS-PROVISION> 277
<INTEREST-EXPENSE> (37)
<INCOME-PRETAX> 5,929
<INCOME-TAX> (2,510)
<INCOME-CONTINUING> 3,419
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,419
<EPS-PRIMARY> .14<F3>
<EPS-DILUTED> .13
<FN>
<F1>(OTHER-SE) - ACCUMULATED DEFICIT
<F2>(OTHER-EXPENSES) - OTHER INCOME, NET OF EXPENSES
<F3>(EPS-PRIMARY) - INCLUDES DIVIDENDS AND ACCRETION ON MANDATORILY REDEEMABLE
PREFERRED STOCK
</FN>
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE AUDITED
CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE YEAR ENDED DECEMBER 31, 1996
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH CONSOLIDATED FINANCIAL
STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 9,403
<SECURITIES> 9,001
<RECEIVABLES> 11,714
<ALLOWANCES> 1,942
<INVENTORY> 0
<CURRENT-ASSETS> 31,383
<PP&E> 28,449
<DEPRECIATION> 20,361
<TOTAL-ASSETS> 58,268
<CURRENT-LIABILITIES> 23,290
<BONDS> 111
4,688
0
<COMMON> 86,191
<OTHER-SE> (61,898)<F1>
<TOTAL-LIABILITY-AND-EQUITY> 58,268
<SALES> 0
<TOTAL-REVENUES> 130,977
<CGS> 0
<TOTAL-COSTS> 110,846
<OTHER-EXPENSES> 636<F2>
<LOSS-PROVISION> 1,005
<INTEREST-EXPENSE> 2,562
<INCOME-PRETAX> 18,205
<INCOME-TAX> 2,683
<INCOME-CONTINUING> 15,522
<DISCONTINUED> 0
<EXTRAORDINARY> (678)<F3>
<CHANGES> 0
<NET-INCOME> 14,844
<EPS-PRIMARY> .43<F4>
<EPS-DILUTED> .40
<FN>
<F1>Accumulated deficit
<F2>Other income, net of expenses
<F3>Loss on early retirement of debt, net of income taxes
<F4>Includes dividends and accretion on mandatorily redeemable preferred stock
</FN>
</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 THREE
QUARTERS ENDED SEPTEMBER 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH CONSOLIDATED INTERIM FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 17,615
<SECURITIES> 0
<RECEIVABLES> 13,190
<ALLOWANCES> 1,948
<INVENTORY> 0
<CURRENT-ASSETS> 32,215
<PP&E> 28,815
<DEPRECIATION> 21,592
<TOTAL-ASSETS> 57,753
<CURRENT-LIABILITIES> 27,603
<BONDS> 141
4,600
0
<COMMON> 85,962
<OTHER-SE> (65,923)<F1>
<TOTAL-LIABILITY-AND-EQUITY> 57,753
<SALES> 0
<TOTAL-REVENUES> 95,927
<CGS> 0
<TOTAL-COSTS> 80,507
<OTHER-EXPENSES> 462<F2>
<LOSS-PROVISION> 670
<INTEREST-EXPENSE> 2,508
<INCOME-PRETAX> 13,374
<INCOME-TAX> 1,965
<INCOME-CONTINUING> 11,409
<DISCONTINUED> 0
<EXTRAORDINARY> (678)<F3>
<CHANGES> 0
<NET-INCOME> 10,731
<EPS-PRIMARY> .29<F4>
<EPS-DILUTED> .27
<FN>
<F1>ACCUMULATED DEFICIT
<F2>OTHER INCOME, NET OF EXPENSES
<F3>LOSS ON EARLY RETIREMENT OF DEBT, NET OF INCOME TAXES
<F4>INCLUDES DIVIDENDS AND ACCRETION ON MANDATORILY REDEEMABLE PREFERRED STOCK
</FN>
</TABLE>
