<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1998
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission File Number: 000-28600
CCC INFORMATION SERVICES GROUP INC.
(Exact name of registrant as specified in its charter)
DELAWARE 54-1242469
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
WORLD TRADE CENTER CHICAGO 60654
444 MERCHANDISE MART (Zip Code)
CHICAGO, ILLINOIS
(Address of principal executive offices)
(312) 222-4636
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
--- ---
As of July 31, 1998, CCC Information Services Group Inc. common stock, par
value $0.10 per share, outstanding was 25,028,794 shares.
<PAGE>
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION Page(s)
<S> <C> <C>
Item 1. Financial Statements
Consolidated Interim Statement of Operations (Unaudited),
Three and Six Months Ended June 30, 1998 and 1997 3
Consolidated Interim Balance Sheet,
June 30, 1998 (Unaudited) and December 31, 1997 4
Consolidated Interim Statement of Cash Flows (Unaudited),
Six Months Ended June 30, 1998 and 1997 5
Notes to Consolidated Interim Financial Statements (Unaudited) 6-7
Item 2. Management's Discussion and Analysis
of Results of Operations and Financial Condition 7-9
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 10
Item 2. Changes in Securities 10
Item 3. Defaults Upon Senior Securities 10
Item 4. Submission of Matters to a Vote of Security Holders 10
Item 5. Other Information 10
Item 6. Exhibits and Reports on Form 8-K 10-11
SIGNATURES 12
EXHIBIT INDEX 13-14
</TABLE>
2
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CCC INFORMATION SERVICES GROUP INC. AND SUBSIDIARIES
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED INTERIM STATEMENT OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
------------------------ -----------------------
1998 1997 1998 1997
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Revenues $ 46,147 $ 38,289 $ 90,838 $ 75,066
Expenses:
Production and customer support 10,835 8,374 20,742 17,023
Commissions, royalties and licenses 5,526 4,589 10,845 8,800
Selling, general and administrative 14,169 12,251 28,192 24,254
Depreciation and amortization 2,270 1,901 4,441 3,683
Product development and programming 6,951 4,798 13,066 9,243
Claims Settlement Relocation 1,707 - 1,707 -
--------- --------- --------- ---------
Total operating expenses 41,458 31,913 78,993 63,003
--------- --------- --------- ---------
Operating income 4,689 6,376 11,845 12,063
Interest expense (1) (35) (65) (72)
Other income, net 341 350 812 629
--------- --------- --------- ---------
Income before income taxes 5,029 6,691 12,592 12,620
Income tax provision (2,046) (2,804) (5,208) (5,314)
--------- --------- --------- ---------
Net income 2,983 3,887 7,384 7,306
Dividends and accretion on mandatorily
redeemable preferred stock (97) (90) (191) (178)
--------- --------- --------- ---------
Net income (loss) applicable to common stock $ 2,886 $ 3,797 $ 7,193 $ 7,128
--------- --------- --------- ---------
--------- --------- --------- ---------
PER SHARE DATA
Income per common share - basic $ 0.12 $ 0.16 $ 0.29 $ 0.30
--------- --------- --------- ---------
--------- --------- --------- ---------
Income per common share - diluted $ 0.11 $ 0.15 $ 0.28 $ 0.29
--------- --------- --------- ---------
--------- --------- --------- ---------
Weighted average shares outstanding:
Basic 24,859 23,661 24,749 23,586
Diluted 25,493 24,848 25,456 24,827
</TABLE>
The accompanying notes are an integral part of these
consolidated interim financial statements.
3
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CCC INFORMATION SERVICES GROUP INC. AND SUBSIDIARIES
CONSOLIDATED INTERIM BALANCE SHEET
(IN THOUSANDS)
<TABLE>
<CAPTION>
June 30, December 31,
1998 1997
----------- ------------
(Unaudited)
<S> <C> <C>
ASSETS
Cash $ 9,235 $ 2,064
Investments in marketable securities - 30,054
Accounts receivable (net of reserves of $3,780
(unaudited) and $2,663 at June 30, 1998 and
December 31, 1997, respectively) 22,845 18,302
Other current assets 5,904 5,270
-------- --------
Total current assets 37,984 55,690
Property and equipment (net of accumulated depreciation
of $30,572 (unaudited) and $26,793 at June 30, 1998 and
December 31, 1997, respectively) 15,608 9,700
Goodwill (net of accumulated amortization of $10,911
(unaudited) and $10,238 at June 30, 1998 and
December 31, 1997, respectively) 9,212 9,885
Deferred income taxes 7,195 7,237
Long term investment 20,000 -
Other assets 3,030 982
-------- --------
Total Assets $ 93,029 $ 83,494
-------- --------
-------- --------
LIABILITIES, MANDATORILY REDEEMABLE PREFERRED STOCK
AND STOCKHOLDERS' EQUITY
Accounts payable and accrued expenses $ 20,169 $ 18,383
Income taxes payable 764 2,637
Current portion of long-term debt 49 111
Deferred revenues 4,184 5,824
-------- --------
Total current liabilities 25,166 26,955
Long-term deferred revenue 1,471 1,728
Other liabilities 3,727 3,930
-------- --------
Total liabilities 30,364 32,613
-------- --------
Mandatorily redeemable preferred stock ($1.00 par value,
100,000 shares authorized, 4,915 designated and
outstanding at June 30, 1998 (unaudited)
and December 31, 1997) 5,245 5,054
-------- --------
Common stock ($0.10 par value, 30,000,000 shares
authorized for all periods presented, 25,021,887
(unaudited) and 24,577,910 shares issued and
outstanding at June 30, 1998 and December 31,
1997, respectively) 2,502 2,458
Additional paid-in capital 94,745 90,273
Accumulated deficit (39,238) (46,431)
Treasury stock, at cost (589) (473)
-------- --------
Total stockholders' equity 57,420 45,827
-------- --------
Total Liabilities, Mandatorily Redeemable Preferred
Stock and Stockholders' Equity $ 93,029 $ 83,494
-------- --------
-------- --------
</TABLE>
The accompanying notes are an integral part of these
consolidated interim financial statements.
4
<PAGE>
CCC INFORMATION SERVICES GROUP INC. AND SUBSIDIARIES
CONSOLIDATED INTERIM STATEMENT OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
----------------------
1998 1997
-------- --------
<S> <C> <C>
Operating activities:
Net income $ 7,384 $ 7,306
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization of equipment
and purchased software 3,751 2,992
Amortization of goodwill 673 673
Deferred income taxes 42 (421)
Contract funding revenue amortization - (123)
Other, net 27 61
Changes in:
Accounts receivable, net (4,543) (1,570)
Other current assets (634) (929)
Other assets (2,048) 174
Accounts payable and accrued expenses 1,786 (110)
Income taxes payable 1,343 1,880
Deferred revenues (1,897) 1,193
Other liabilities (203) 69
-------- --------
Net cash provided by operating activities 5,681 11,195
-------- --------
Investing activities:
Purchases of equipment and software (7,886) (3,792)
Purchases of land and buildings (1,800) (14,986)
Purchase of investment securities (8,332) 9,000
Purchase of long term investment (20,000) 21
Proceeds from the sale of investment securities 38,386 -
-------- --------
Net cash used for investing activities 368 (9,757)
-------- --------
Financing activities:
Principal repayments on long-term debt (62) (59)
Proceeds from exercise of stock options 1,184 516
-------- --------
Net cash provided by (used for) financing activities 1,122 457
-------- --------
Net increase (decrease) in cash 7,171 1,895
Cash:
Beginning of period 2,064 9,403
-------- --------
End of period $ 9,235 $ 11,298
-------- --------
-------- --------
SUPPLEMENTAL DISCLOSURES:
Cash (paid)/received:
Interest (48) (41)
Income taxes, net (3,795) (3,855)
</TABLE>
The accompanying notes are an integral part of these
consolidated interim financial statements.
5
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CCC INFORMATION SERVICES GROUP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - DESCRIPTION OF BUSINESS AND ORGANIZATION
CCC Information Services Group Inc. ("Company") (formerly known as
InfoVest Corporation), through its wholly owned subsidiary CCC Information
Services Inc., is a supplier of automobile claims information and processing
services, claims management software and communication services. The Company's
services and products enable automobile insurance company customers and
collision repair facility customers to improve efficiency, manage costs and
increase consumer satisfaction in the management of automobile claims and
restoration.
As of June 30, 1998, 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
rights established through its ownership interest in the Company's Mandatorily
Redeemable Series E Preferred Stock, the Company is a consolidated subsidiary
of White River.
The Company has been informed that on June 30, 1998, White River
Corporation, the sole shareholder of White River, was acquired in a merger with
Demeter Holdings Corporation, which is solely controlled by the President and
Fellows of Harvard College, a Massachusetts educational corporation and title-
holding company for the endowment fund of Harvard University. The Company has
been further informed that Charlesbank Capital Partners LLC will act as
investment manager with respect to the investment of White River in the
Company.
NOTE 2 - CONSOLIDATED INTERIM FINANCIAL STATEMENTS
BASIS OF PRESENTATION
The accompanying consolidated interim financial statements as of and for
the three and six months ended June 30, 1998 and 1997 are unaudited. The
Company is of the opinion that all material adjustments, consisting only of
normal recurring adjustments, necessary for a fair presentation of the
Company's interim results of operations and financial condition have been
included. The results of operations for any interim period should not be
regarded as necessarily indicative of results of operations for any future
period. These consolidated interim financial statements should be read in
conjunction with the Company's 1997 Annual Report on Form 10-K filed with the
Securities and Exchange Commission.
PER SHARE INFORMATION
Earnings per share are based on the weighted average number of shares of
common stock outstanding and common stock equivalents using the treasury method
computed as follows:
<TABLE>
<CAPTION>
THREE MONTHS SIX MONTHS
ENDED JUNE 30 ENDED JUNE 30
--------------------- --------------------
1998 1997 1998 1997
------ ------ ------ ------
<S> <C> <C> <C> <C>
Weighted average common shares outstanding:
Shares attributable to common stock outstanding 24,859 23,661 24,749 23,586
Shares attributable to common stock equivalents
outstanding 634 1,187 707 1,241
------ ------ ------ ------
25,493 24,848 25,456 24,827
------ ------ ------ ------
------ ------ ------ ------
</TABLE>
6
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NOTE 3 - NEW ACCOUNTING PRONOUNCEMENTS
Effective January 1, 1998, the Company adopted Statement of Financial
Accounting Standards No. 130, "Reporting Comprehensive Income" ("SFAS 130")
which establishes standards for reporting and display of comprehensive income
and its components in the financial statements. Comprehensive income
represents the change in stockholders' equity during a period resulting from
transactions and other events and circumstances from non-owner sources. It
includes all changes in equity during a period except those resulting from
investments by owners and distributions to owners. The adoption of SFAS 130
had no impact on the Company's consolidated results of operations, balance
sheet or cash flows. The Company currently does not have any elements to be
included in comprehensive income.
In June 1997, the FASB also issued SFAS No. 131, "Disclosures about
Segments of an Enterprise and Related Information." SFAS No. 131 establishes
new standards for reporting information about operating segments in interim and
annual financial statements. This statement is also effective for fiscal years
beginning after December 15, 1997. The Company is currently evaluating the
impact this statement will have on the consolidated financial statements.
NOTE 4 - NONCASH INVESTING AND FINANCING ACTIVITIES
The Company directly charges its accumulated deficit account for preferred
stock accretion and preferred stock dividends accrued. These amounts totaled
$0.2 million during the six months ended June 30, 1998 and 1997.
In conjunction with the exercise of certain stock options, the Company has
reduced current income taxes payable with an offsetting credit to paid-in
capital for the tax benefit of stock options exercised. During the six months
ended June 30, 1998 and 1997, these amounts totaled $3.2 million and $1.6
million, respectively.
NOTE 5 - LEGAL PROCEEDINGS
The Company is a party to various claims and routine litigation arising in
the normal course of business. Such claims and litigation are not expected to
have a material adverse effect on the financial condition or results of
operations of the Company.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
RESULTS OF OPERATIONS
QUARTER ENDED JUNE 30, 1998 COMPARED WITH QUARTER ENDED JUNE 30, 1997
CCC Information Services Group Inc. ("Company") reported net income
applicable to common stock of $2.9 million, or $0.11 per share on a diluted
basis, for the quarter ended June 30, 1998, versus net income of $3.8 million,
or $0.15 per share on a diluted basis, for the same quarter last year.
Excluding one time charges for relocating the Claims settlement division,
second quarter 1998 operating income remained flat at $6.4 million.
Second quarter 1998 revenues of $46.1 million were $7.9 million, or 20.5%,
higher than the same quarter last year. The increase in revenues was primarily
due to higher revenues from workflow/collision estimating software seats and
accelerating growth in the claims outsourcing business. Workflow/collision
estimating software seat revenues increased due to an increase in the number of
seats in both the autobody and insurance markets.
Production and customer support expenses increased from $8.3 million, or
21.9% of revenues, to $10.8 million, or 23.5% of revenues. The increase in
dollars and percentage of revenue was attributable primarily to an increase in
productive and customer support capacity following an increase in
workflow/collision estimating seat implementations. Commission, royalties and
licenses increased from
7
<PAGE>
$4.6 million, or 12.0% of revenues, to $5.5 million, or 12.0% of revenues.
The increase in dollars was due primarily to higher revenues from PATHWAYS
workflow estimating seats and autobody collision estimating seats, which
generate both a commission and a data royalty. Selling, general and
administrative increased from $12.3 million, or 32.0% of revenues, to $14.2
million, or 30.7% of revenues. The increase in dollars was due primarily to
an increase in the resources committed to selling both workflow/collision
estimating and consultative services and efforts to build and upgrade
internal systems. Depreciation and amortization increased from $1.9 million,
or 5.0% of revenues, to $2.3 million, or 4.9% of revenues. The increase in
dollars was a result of higher capital expenditures for internal systems,
primarily expenditures for product engineering and customer support. Product
development and programming increased from $4.8 million, or 12.5% of
revenues, to $7.0 million, or 15.1% of revenues. The dollar increase was due
primarily to an increased allocation of Company resources to product
development, primarily in the claims outsourcing business and wage pressure
associated with retaining and recruiting software engineers. The Claims
settlement relocation charges of $1.7 million incurred in the quarter ended
June 30, 1998 relate to the decision to relocate the processing operations of
the Claims settlement division.
Second quarter income taxes decreased from $2.8 million, or 41.9% of
income before taxes, to $2.0 million, or 40.6% of income before taxes. The
dollar decrease was attributable to lower pretax income.
SIX MONTHS ENDED JUNE 30, 1998 COMPARED WITH SIX MONTHS ENDED JUNE 30, 1997
The Company reported net income applicable to common stock of $7.2
million, or $0.28 per share on a diluted basis, for the six months ended June
30, 1998, versus a $7.1 million, or $0.29 per share on a diluted basis, for the
same period last year. For the six months ended June 30, 1998 operating income
of $11.8 million was $.2 million or 1.8% lower than the comparable 1997 period.
The operating income for the six months ended June 30, 1998 includes $1.7
million of one time charges for relocating the Claims settlement division.
Revenues for the six months ended June 30, 1997 of $90.8 million were
$15.8 million, or 21.7%, higher than the same period last year. The increase in
revenues was primarily due to higher revenues from workflow/collision
estimating software seats and accelerating growth in the claims outsourcing
business. Workflow/collision estimating software seat revenues increased due
to an increase in the number of seats in both the autobody and insurance
markets.
Production and customer support expenses increased from $17.0 million, or
22.7% of revenues, to $20.7 million, or 22.8% of revenues. The increase in
dollars and as a percent of revenues was attributable primarily to an increase
in productive and customer support capacity following an increase in
workflow/collision estimating seat implementations. Commission, royalties and
licenses increased from $8.8 million, or 11.7% of revenues, to $10.8 million,
or 11.9% of revenues. The increase in dollars and as a percent of revenues was
due primarily to higher revenues from PATHWAYS workflow estimating seats and
autobody collision estimating seats, which generate both a commission and a
data royalty. Selling, general and administrative increased from $24.3 million,
or 32.3% of revenues, to $28.2 million, or 31% of revenues. The increase in
dollars was due primarily to an increase in the resources committed to selling
both workflow/collision estimating and consultative services and efforts to
build and upgrade internal systems. The decline as a percentage of revenue was
primarily due to the leveraging of costs against a higher revenue base.
Depreciation and amortization increased from $3.7 million, or 4.9% of revenues,
to $4.4 million, or 4.9% of revenues. The increase in dollars was a result of
higher capital expenditures for internal systems, primarily expenditures for
product engineering and customer support. Product development and programming
increased from $9.2 million, or 12.3% of revenues, to $13.1 million, or 14.4%
of revenues. The increase in dollars and as a percent of revenues was due
primarily to an increased allocation of Company resources to product
development, primarily in the claims outsourcing business and wage pressure
associated with retaining and recruiting software engineers. Claims settlement
relocation charges of $1.7 million incurred in the six months ended June 30,
1998 relate to the decision to relocate the processing operations of the Claims
settlement division.
8
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NEW ACCOUNTING PRONOUNCEMENTS
In June 1997, the FASB 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 effective for fiscal years beginning
after December 15, 1997. The Company is currently evaluating the impact this
statement will have on the consolidated financial statements.
LIQUIDITY AND CAPITAL RESOURCES
During the six months ended June 30, 1998, net cash provided by operating
activities was $5.7 million. The Company applied $7.9 million to the purchase
of equipment and software, $1.8 million to the purchase of a building in Sioux
Falls, South Dakota associated with the relocation of certain customer service
and claims processing operations and invested $20.0 million in a long term
investment in a Company which is developing services to manage insurance rating
information.
Management believes that cash flows from operations and the Company's
credit facility will be sufficient to meet the Company's liquidity needs over
the next 12 months. There can be no assurance, however, that the Company will
be able to satisfy its liquidity needs in the future without engaging in
financing activities beyond that described above.
FORWARD-LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995 contains certain safe
harbors regarding forward-looking statements. In that context, the discussion
under liquidity and capital resources above contains a forward-looking
statement which involves certain degrees of risks and uncertainties. The risks
and uncertainties, include, without limitation, the effect of competitive
pricing within the industry, the presence of competitors with greater financial
resources than the Company, the intense competition for top software
engineering talent and the volatile nature of technological change within the
automobile claims industry. Additional factors that could affect the Company's
financial condition and results of operations are included in the Company's
Initial Public Offering Prospectus and Registration on Form S-1 filed with the
Securities and Exchange Commission ("Commission") on August 16, 1996 and the
Company's 1997 Annual Report on Form 10-K, as amended, filed with the
Commission on March 31, 1998.
9
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CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is a party to various claims and routine litigation arising in
the normal course of business. Such claims and litigation are not expected to
have a material adverse effect on the financial condition or results of
operations of the Company.
ITEM 2. CHANGES IN SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
<TABLE>
<C> <S>
3.1 Amended and Restated Certificate of Incorporation of the
Company filed as Exhibit 3.1 of the Company's Annual Report on Form
10-K (the "Annual Report") (filed with the Commission File No.
000-28600 on March 14, 1997, and hereby incorporated by reference)
3.2 Amended and Restated Bylaws (incorporated herein by reference
to Exhibit 3.2 of the Company's Annual Report on Form 10-K,
Commission File No. 000-28600)
4.1 Stockholder's Agreement (incorporated herein by reference to
Exhibit 4.2 of the Company's Registration Statement on Form S-1,
Commission File No. 333-07287)
4.2 Regulatory Contingency Agreement dated as of June 16, 1994 by
and among the Company and White River Ventures Inc. (incorporated
herein by reference to Exhibit 4.3 of the Company's Registration
Statement on Form S-1, Commission File No. 333-07287)
4.3 Series C Preferred Designation (incorporated herein by
reference to Exhibit 4.4 of the Company's Registration Statement on
Form S-1, Commission File No. 333-07287)
4.4 Series D Preferred Designation (incorporated herein by
reference to Exhibit 4.5 of the Company's Registration Statement on
Form S-1, Commission File No. 333-07287)
4.5 Series E Preferred Designation (incorporated herein by
reference to Exhibit 4.6 of the Company's Registration Statement on
Form S-1, Commission File No. 333-07287)
10.1 Credit Facility Agreement between CCC Information Services Inc.,
Signet Bank and the other financial institutions party thereto (incorporated
herein by reference to
10
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Exhibit 10.1 of the Company's Annual Report on Form 10-K, Commission
File No. 000-28600)
10.2 Amendment dated September 30, 1997 to Credit Facility Agreement
between CCC Information Services Inc., Signet Bank and the other
financial institutions party thereto (incorporated herein by
reference to Exhibit 10.2 of the Company's Quarterly Report filed on
Form 10-Q, Commission File No. 000-28600, filed November 11, 1997)
10.3 Motors Crash Estimating Guide Data License (incorporated herein
by reference to Exhibit 10.3 of the Company's Registration Statement
on Form S-1, Commission File No. 333-07287)
10.4 Stock Option Plan (incorporated herein by reference to Exhibit
10.3 of the Company's Annual Report on Form 10-K, Commission File
No. 000-28600)
10.5 1997 Stock Option Plan (incorporated herein by reference to
Exhibit 4.04 of the Company's Registration Statement on Form S-8,
Commission File No. 333-07287)
10.6 1997 Stock Option Agreement (incorporated herein by reference to
Exhibit 4.05 of the Company's Registration Statement on Form S-8,
Commission File No. 333-07287)
10.7 Securities Purchase Agreement between Company and InsurQuote Systems
Inc. dated February 10, 1998
10.8 Investment Agreement between Company and InsurQuote Systems Inc.
dated February 10, 1998
10.9 Common Stock Warrant to purchase 440,350 shares of InsurQuote Systems
Inc. dated February 10, 1998
10.10 401(K) Company Retirement Saving & Investment Savings Plan
(incorporated herin by reference to Exhibit 4.4 of the Company's
Registration Agreement on Form S-8, Commission Number 333-32139 filed
July 25, 1997)
27 Financial Data Schedule
</TABLE>
(b) Reports on Form 8-K
None.
11
<PAGE>
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: August 15, 1998 CCC Information Services Group Inc.
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
12
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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 of the Company's Annual Report on Form 10-K (the "Annual
Report") (filed with the Commission File No. 000-28600 on March 14, 1997,
and hereby incorporated by reference)
3.2 Amended and Restated Bylaws (incorporated herein by reference to
Exhibit 3.2 of the Company's Annual Report on Form 10-K, Commission File
No. 000-28600)
4.1 Stockholder's Agreement (incorporated herein by reference to Exhibit
4.2 of the Company's Registration Statement on Form S-1, Commission File
No. 333-07287)
4.2 Regulatory Contingency Agreement dated as of June 16, 1994 by and
among the Company and White River Ventures Inc. (incorporated herein by
reference to Exhibit 4.3 of the Company's Registration Statement on Form
S-1, Commission File No. 333-07287)
4.3 Series C Preferred Designation (incorporated herein by reference to
Exhibit 4.4 of the Company's Registration Statement on Form S-1,
Commission File No. 333-07287)
4.4 Series D Preferred Designation (incorporated herein by reference to
Exhibit 4.5 of the Company's Registration Statement on Form S-1,
Commission File No. 333-07287)
4.5 Series E Preferred Designation (incorporated herein by reference to
Exhibit 4.6 of the Company's Registration Statement on Form S-1,
Commission File No. 333-07287)
10.1 Credit Facility Agreement between CCC Information Services Inc.,
Signet Bank and the other financial institutions party thereto (incorporated
herein by reference to Exhibit 10.1 of the Company's Annual Report on Form
10-K, Commission File No. 000-28600)
10.2 Amendment dated September 30, 1997 to Credit Facility Agreement
between CCC Information Services Inc., Signet Bank and the other financial
institutions party thereto (incorporated herin by reference to Exhibit 10.2 of
the Company's Quarterly Report filed on Form 10-Q, Commission File No.
000-28600, filed November 11, 1997
10.3 Motors Crash Estimating Guide Data License (incorporated herein by
reference to Exhibit 10.3 of the Company's Registration Statement on Form
S-1, Commission File No. 333-07287)
10.4 Stock Option Plan (incorporated herein by reference to Exhibit 10.3
of the Company's Annual Report on Form 10-K, Commission File No. 000-28600)
10.5 1997 Stock Option Plan (incorporated herein by reference to Exhibit
4.04 of the Company's Registration Statement on Form S-8, Commission File No.
333-07287)
10.6 1997 Stock Option Agreement (incorporated herein by reference to
Exhibit 4.05 of the Company's Registration Statement on Form S-8, Commission
File No. 333-07287)
10.7 Securities Purchase Agreement between Company and InsurQuote Systems
Inc. dated February 10, 1998
10.8 Investment Agreement between Company and InsurQuote Systems Inc.
dated February 10, 1998
10.9 Common Stock Warrant to purchase 440,350 shares of InsurQuote Systems
Inc. dated February 10, 1998
13
<PAGE>
10.10 401(K) Company Retirement Saving and 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 file July 25, 1997
27 Financial Data Schedule
</TABLE>
(b) Reports on Form 8-K
14
<PAGE>
CCC INFORMATION SERVICES GROUP INC. AND SUBSIDIARIES
STATEMENT RE: COMPUTATION OF NET INCOME PER SHARE
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
----------------------- ----------------------
1998 1997 1998 1997
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Per share income before extraordinary item and
dividends and accretion on preferred stock:
Income before extraordinary item and
dividends and accretion on preferred stock: $ 2,983 $ 3,887 $ 7,384 $ 7,306
-------- -------- -------- --------
-------- -------- -------- --------
Weighted average common shares outstanding:
Shares attributable to common stock outstanding 24,859 23,661 24,749 23,586
Shares attributable to common stock equivalents
outstanding 634 1,187 707 1,241
-------- -------- -------- --------
25,493 24,848 25,456 24,827
-------- -------- -------- --------
-------- -------- -------- --------
Per share income before dividends and
accretion on preferred stock $ 0.12 $ 0.16 $ 0.29 $ 0.29
-------- -------- -------- --------
-------- -------- -------- --------
Per share dividends and accretion:
Dividends and accretion $ (97) $ (90) $ (191) $ (178)
-------- -------- -------- --------
-------- -------- -------- --------
Weighted average common shares outstanding:
Shares attributable to common stock outstanding 24,859 23,661 24,749 23,586
Shares attributable to common stock equivalents
outstanding 634 1,187 707 1,241
-------- -------- -------- --------
25,493 24,848 25,456 24,827
-------- -------- -------- --------
-------- -------- -------- --------
Per share dividends and accretion $ - $ - $ (0.01) $ (0.01)
-------- -------- -------- --------
-------- -------- -------- --------
Net income (loss) per share applicable to common stock:
Net income (loss) applicable to common stock $ 2,886 $ 3,797 $ 7,193 $ 7,128
-------- -------- -------- --------
-------- -------- -------- --------
Weighted average common shares outstanding:
Shares attributable to common stock outstanding 24,859 23,661 24,749 23,586
Shares attributable to common stock equivalents
outstanding 634 1,187 707 1,241
-------- -------- -------- --------
25,493 24,848 25,456 24,827
-------- -------- -------- --------
-------- -------- -------- --------
Net income (loss) per share applicable to common stock $ 0.11 $ 0.15 $ 0.28 $ 0.29
-------- -------- -------- --------
-------- -------- -------- --------
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 9,235
<SECURITIES> 0
<RECEIVABLES> 26,625
<ALLOWANCES> (3,780)
<INVENTORY> 0
<CURRENT-ASSETS> 5,904
<PP&E> 46,180
<DEPRECIATION> (30,572)
<TOTAL-ASSETS> 93,029
<CURRENT-LIABILITIES> 25,166
<BONDS> 0
5,245
0
<COMMON> 2,502
<OTHER-SE> (39,238)
<TOTAL-LIABILITY-AND-EQUITY> 93,029
<SALES> 0
<TOTAL-REVENUES> 90,838
<CGS> 0
<TOTAL-COSTS> 78,993
<OTHER-EXPENSES> 812
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 65
<INCOME-PRETAX> 12,592
<INCOME-TAX> 5,208
<INCOME-CONTINUING> 7,384
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7,384
<EPS-PRIMARY> 0.29
<EPS-DILUTED> 0.28
</TABLE>
