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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, 1998
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. __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, 1999
was $137,360,745.
As of March 30, 1999, 23,737,944 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 1999 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..................................................................................... 1-12
Item 2. Properties................................................................................... 12
Item 3. Legal Proceedings............................................................................ 13
Item 4. Submission of Matters to a Vote of Security Holders.......................................... 13
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters........................ 13
Item 6. Selected Financial Data...................................................................... 14-15
Item 7. Management's Discussion and Analysis of Results of Operations and Financial Condition........ 15-23
Item 8. Financial Statements and Supplementary Data.................................................. 24
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure......... 24
PART III
Item 10. Directors and Executive Officers of the Registrant........................................... 24
Item 11. Executive Compensation....................................................................... 24
Item 12. Security Ownership of Certain Beneficial Owners and Management............................... 24
Item 13. Certain Relationships and Related Transactions............................................... 24
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.............................. 25-50
Signatures............................................................................................... 51
Directors and Executive Officers......................................................................... 52-53
Corporate Information.................................................................................... 54
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CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
This Annual Report on Form 10-K contains forward-looking statements within
the definition of Federal Securities laws. The section entitled "Forward Looking
Statements" contains additional disclosures concerning forward-looking
statements.
PART I
ITEM 1. BUSINESS
ORGANIZATION
CCC Information Services Group Inc. ("Company") (formerly known as InfoVest
Corporation), through its wholly owned subsidiary CCC Information Services Inc.
("CCC") (collectively referred to as the "Company"), 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, automobile dealers 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, 1998, White River Ventures Inc. ("White River") held
approximately 30.5% of the total outstanding common stock of the Company. 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
Mandatory Redeemable Series E Preferred Stock, the Company is a consolidated
subsidiary of White River.
On June 30, 1998, the 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. Charlesbank Capital Partners LLC will act
as investment manager with respect to the investment of White River in the
Company.
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 Consumer Processing Services Division provides
claims outsourcing services and products including ACCESS, a vehicle restoration
and management service, CARS, a car rental management service and complete
outsourced auto claims service. The Company offers a communication services
network, EZNET, which connects insurers, appraisers and collision repair
facilities. 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. In 1998, the Company introduced information and software services to
address the needs of auto casualty claims and underwriting. The Company has also
started to service the claims market in Europe by entering the U.K. market. 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.
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The Company's customers include Automobile insurance companies and collision
repair facilities. The Company's core competencies include collection and
processing of claims and automobile valuation and repair data, the collection
and processing of data related to auto insurance pricing and underwriting,
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. Over 60% of the Company's
revenue for 1998 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. Of the Company's ten largest customers in the Insurance
Division with multiyear contracts, five are due for renewal in 1999,
representing 19% of the Insurance Division revenue.
OVERVIEW OF THE U.S. 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 U.S. AUTOMOBILE INSURANCE INDUSTRY
Of the companies offering private passenger automobile insurance in the
United States, the twenty largest providers dominate the market for 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
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and sophisticated management who are adopting new technology and wholesale
marketing techniques to compete.
The costs to operate a collision repair facility have risen substantially
over the past decade. Modern automobile designs coupled with extensive
environmental regulations are forcing repair facilities to make significant
capital investments in increasingly sophisticated equipment and better training.
At the same time, insurance companies are looking to collision repair facilities
to assist in cost containment.
Because a substantial portion of collision repair facility revenue is
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 most 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
fastest-growing method for handling automobile claims is through a DRP. The
Company believes that DRPs present significant opportunities to both insurance
companies and collision repair facilities to increase the satisfaction of their
customers. 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 approximately half the
independent adjusters that handle auto claims 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.
OVERVIEW OF THE EUROPEAN AUTOMOBILE INSURANCE CLAIMS PROCESS
THE EUROPEAN AUTOMOBILE INSURANCE INDUSTRY
The European automobile insurance market continues to consolidate rapidly
with the emergence of a number of pan-European insurance groups with major
operating companies in all European states. Across the market the twin pressures
of price and customer service continue to force major change. There is now a
general acceptance among insurers that they can increase efficiency in many
aspects of claims management and this has led to an increasing focus on the
possibilities of outsourcing claims operations in totality or in part. As a
consequence, there is a rapidly emerging market for claims outsourcing focusing
on utilizing market know how and information technology. The market, in general,
has a very conservative view of technology; the use of effective management
information and decision support tools has historically been very limited and
represents a major opportunity.
The actual size of the market for these providers varies significantly
territory by territory, driven by local market and legal conditions. However, in
1999, there will be over 34 million motor claims across Europe and at today's
level of outsourcing, the Company believes this equates to a $700 million
market. All the Company's forecasts suggest this market will enjoy near double
digit growth per annum over the next five years. The opportunity exists not only
to supply the outsourcing services in totality, but also the individual tool
components of the offer.
THE COLLISION REPAIR INDUSTRY
As in the U.S., the collision repair industry is consolidating rapidly and
moving towards larger more capital intensive units and repairer chains. However,
across Europe there are still over 100,000 repair facilities. The situation in
the United Kingdom market is typical of the major European markets; the number
of repairers has halved in the last 7 years. In the future, the Company believes
the market will be dominated by large, factory repair environments that deliver
consistent customer service at the lowest cost to repair. These repair
facilities will handle increasingly large components of the claims process and
will have direct supply relationships with only one or two insurance companies.
The emergence of these deep relationships will mean that insurance company's
actively deal with fewer and fewer repairers. The Company believes the current
process in which insurance company's are
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downsizing their direct repair networks reflects this trend. In order to service
insurance company relationships, repair facilities are investing heavily in
computer technology.
THE AUTOMOBILE CLAIMS PROCESS
Within the automobile claim, the vehicle inspection/ repair cost audit is
seen as critical in driving down cost for the insurer. Currently, insurers use a
number of methods to manage this process:
PHYSICAL INSPECTION. The insurance company will physically inspect vehicles
to estimate repair costs. These inspections are carried out by the insurance
company's staff, or Independent inspectors. This process is labor intensive and
costly relative to the overall cost of the claim. Most companies operating in
this area will use collision estimating software and some form of network data
capture. The use of approved repairer networks assists in minimizing the number
of inspection nodes. Insurance companies are constantly reviewing the cost of
internal versus third party inspection. There is a discernible trend towards the
use of third party agencies with a fixed price per inspection.
REMOTE INSPECTION. The use of remote video inspections continues to grow as
a low cost alternative to physical inspection. The falling cost of technology
and the cost benefits available to the insurance companies will see further
growth. In essence there are two types: live moving image inspection and still
image inspection offline. The provision of these services represents a rapidly
emerging outsourcing opportunity.
AUDIT. Analysis of repair costs provided by computerized estimating.
Currently the use of this approach is limited and has had only partial success.
There is a clear need for automation and decision support tools to drive this
option forward.
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, large European insurers will need to use technology
solutions to give them access to pan European data. 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. The development of approved repair networks
are key in this area. 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.
PRODUCTS AND SERVICES
The Company is organized into three divisions, Insurance Services,
Automotive Services and Consumer Processing Services, based on the nature of the
products and services and the methods used to distribute these products and
services. The Insurance Services Division offers products and services to its
customers through the use of a direct selling force. These products and services
generally are used by insurance companies to facilitate the processing of
automobile physical damage claims and improve
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decision making in the insurance underwriting processes. The Automotive Services
Division offers products and services to its customers through the use of
independent sales representatives. These products and services are tools used by
collision repair facilities to receive and process automobile damage claims
electronically in conjunction with insurance companies. The Consumer Processing
Services Division offers a suite of products and services for the complete
outsourcing of automobile physical damage claims and bodily injury claims.
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 65% of the Company's consolidated revenue for 1998 was from the
sale of products and services to insurance companies with the remainder sold to
collision repair facilities and other customers. The primary products and
services sold by the Insurance Division include: TOTAL LOSS, PATHWAYS COLLISION
ESTIMATING, PATHWAYS DIGITAL IMAGING, GUIDEPOST, EZNET AND CCC RATINGS SERVICES.
The primary products and services sold by the Automotive Services Division
include: EZEST, PATHWAYS COLLISION ESTIMATING, PATHWAYS DIGITAL IMAGING,
PATHWAYS ENTERPRISE SOLUTION, GUIDELINES AND EZNET. The primary products and
services sold by the Consumer Processing Services Division include: ACCESS, CARS
and complete claims outsourcing.
PATHWAYS WORKSTATION SOFTWARE. PATHWAYS is a windows-based workstation
software platform designed to better serve the overall workflow needs of
insurance field staffs and collision repairers. PATHWAYSoffers 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. PATHWAYSincludes 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 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 and collision repairers 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
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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. PATHWAYS Digital Imaging is sold under multi-year
contracts on a monthly subscription basis.
GUIDEPOST AND GUIDELINES DECISION SUPPORT. GUIDEPOST AND GUIDELINES are
executive information and data navigation software packages. GUIDEPOST allows
insurance managers to electronically evaluate results, format reports, drill
down for subject or personnel review and compare performance to industry and
regional indices. GUIDELINES provides similar functions for collision repair
managers. GUIDEPOST updates are distributed monthly. GUIDELINES is an Internet
based product which users access via a web browser.
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.
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. CARS is a
computerized rental car reservations service which is most often used in
conjunction with ACCESS services. During the claims reporting process, a rental
car is reserved for the consumer and the useage of the rental car is monitored
against the vehicle restoration date, thus improving consumer satisfaction aond
reducing car rental expense. CARS is sold on a per transaction basis and under
multi-year agreements. The Company offers third party claims administration
(TPA), 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.
CCC RATINGS SERVICES--Through a relationship with InsurQuote Systems Inc.
("InsurQuote"), the Company offers services to insurance underwriters that
assist in the process of rate filing for new products, as well as services that
help underwriters better analyze the competitive rate environment.
PATHWAYS ENTERPRISE SOLUTION--The Company offers a computerized management
information system for collision repair operations. PATHWAYS ENTERPRISE SOLUTION
is a state of the art product based on the latest
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Microsoft development tools which allows for centralized management of
consolidated collision repair operations.
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 13,000 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 repair facilities business growth.
Over 60% of the Company's revenue for 1998 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. Of the Company's ten largest customers in the Insurance Division with
multiyear contracts five are due for renewal in 1999, representing 19% of the
Insurance Division revenue.
SALES AND MARKETING
Including Collision Repair Representatives, the Company utilizes
approximately 350 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, 1998.
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 insurance companies. NAMs
are experienced sales professionals charged with meeting customers' business
needs with a consultative approach.
TECHNICAL ACCOUNT MANAGEMENT GROUP. The Technical Account Management Group
consists of Technical Account Managers ("TAMs") who identify opportunities to
better integrate CCC products and services with our clients' internal systems,
resulting in the development of custom and standards-based user interfaces. The
TAMs also play a critical role in reviewing customer business practices to
benchmark current operations and to identify opportunities for improvement. TAMs
often work closely 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.
PRODUCT SALES AND DELIVERY ORGANIZATION. The Product Sales and Delivery
Organization ("PSDO") is focused on the quality sale and delivery of the
Company's products and services into the insurance market. A team of product
specialists, who are industry experts in specific client process segments are
responsible
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for growing the Company's market share. They work closely with 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 has recently converted a portion of its
collision repair independent representative sales force to full time employees
focused on servicing and cross-selling current collision repair customers.
The Company's marketing efforts for the automobile insurance industry are
conducted as follows: development of professional collateral materials used by
the sales force, an annual company sponsored industry conference for senior
claims executives and collision repair industry leaders and publication of
articles 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 450 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. The support stafff also includes individuals that process the bodily
injury and physical damage claims.
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 PRODUCTS AND SERVICES. The Company's proprietary database
of valuation data used in connection with its TOTAL LOSS products and services
is built through the Company's own data collection network. This network
includes detailed used car inventory and sales data from more than 4,500
automobile dealers throughout the United States and Canada, as well as data from
local newspaper advertisements and prior transactions. The database includes
more than 18 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 PRODUCTS AND SERVICES. The Company offers its
collision estimating products and services 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 was extended in 1998 for a term of 20
years, 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."
9
<PAGE>
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.
EUROPEAN MARKET PRODUCTS AND SERVICES. The Company entered into a joint
venture agreement with Hearst Communications Inc. for the purpose of assisting
Hearst in the development and implementation of the Company's technology and
tools for the European market. As part of the joint venture, the Company intends
to deliver its collision estimating products and services which include a
European version of the Motors database as well as an enhanced communications
network. The Company will also leverage its Pathways architecture to create the
next generation of appraisal and reinspection workstations for the insurance
industry.
CCC RATINGS SERVICES. The Company, through its investment in InsurQuote,
has an opportunity to market services to insurance underwriters which utilize
proprietary rating data and software developed by InsurQuote.
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 products and services, 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 $25.8 million, $20.2 million and $17.0
million for the years ended December 31, 1998, 1997 and 1996, respectively.
INTELLECTUAL PROPERTY
The Company relies primarily on a combination of contracts, intellectual
property laws, confidentiality agreements and software security measures to
protect its proprietary technology. The Company distributes its products under
written license agreements, which grant end-users a license to use the Company's
services and products and which contain various provisions intended to protect
the Company's ownership and confidentiality of the underlying technology. The
Company also requires all of its employees and other
10
<PAGE>
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 products and services.
These marks are used by the Company in the advertising and marketing of the
Company's products and services. EZEST, PATHWAYS 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 1, 2018. 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 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
11
<PAGE>
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, 1998, the Company had approximately 1,500 full-time
employees of whom approximately 350 were employed in sales and marketing
functions (excluding independent collision repair representatives),
approximately 450 were employed in customer support functions, approximately 315
in product development and quality assurance functions, approximately 265 in
operations and approximately 120 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.
ITEM 2. PROPERTIES
The Company's corporate office is located in Chicago, Illinois where the
Company leases approximately 141,000 square feet of a multi-tenant facility
under several leases, the last of which expires in November 2008. The Company
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 also leases 26,000 square feet in
Placentia, California where Professional Claims Services, Inc. provides claims
adjusting and third party administration in the western United States, under a
lease expiring in November 2001. The Company purchased a 50,000 square foot
facility in Sioux Falls, South Dakota in 1998 in connection with relocating
certain customer service and claims processing operations. 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.
12
<PAGE>
ITEM 3. LEGAL PROCEEDINGS
In March 1999, the Company completed settlement of a lawsuit filed in late
1998 involving a former independent sales representative. This settlement
resulted in a charge of $1.7 million including, among other things, payment for
past earned commissions, resolution of disputed commissions, and other costs
associated with the resolution of the dispute.
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) is traded on the Nasdaq National Market
("Nasdaq"). Low and high sales prices of the Common Stock were as follows:
<TABLE>
<CAPTION>
1998 1997
-------------------------------------------------- -------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
FOURTH THIRD SECOND FIRST FOURTH THIRD SECOND
QUARTER QUARTER QUARTER QUARTER QUARTER QUARTER QUARTER
----------- ----------- ----------- ----------- ----------- ----------- -----------
Low............................... $ 9.50 $ 11.13 $ 16.31 $ 18.88 $ 17.38 $ 14.70 $ 11.75
High.............................. $ 17.25 $ 17.75 $ 28.13 $ 28.75 $ 23.88 $ 21.00 $ 19.50
<CAPTION>
<S> <C>
FIRST
QUARTER
-----------
Low............................... $ 12.50
High.............................. $ 19.50
</TABLE>
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, 1999, there were 23,737,944
shares of Common Stock issued and outstanding. There were 98 stockholders of
record on March 30, 1999, plus an indeterminate number of stockholders that hold
shares of Common Stock in the names of nominees.
13
<PAGE>
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
ITEM 6. SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------------------------------------
<S> <C> <C> <C> <C> <C>
1998 1997 1996 1995 1994(*)
--------- --------- --------- --------- ---------
<CAPTION>
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C>
CONSOLIDATED STATEMENT OF OPERATIONS DATA:
Revenues........................................................... $ 188,169 $ 159,106 $ 130,977 $ 115,519 $ 91,917
Expenses:
Operating expenses............................................... 164,813 133,401 110,846 104,697 84,094
Purchased research and development............................... -- -- -- -- 13,791
Litigation settlements........................................... 1,650 -- -- 4,500 1,750
Relocation of claims settlement function......................... 1,707 -- -- -- --
--------- --------- --------- --------- ---------
Operating income (loss)............................................ 19,999 25,705 20,131 6,322 (7,718)
Equity in loss of CCCDC Joint Venture.............................. -- -- -- -- (615)
Interest expense................................................... (258) (139) (2,562) (5,809) (7,830)
Other income, net.................................................. 697 1,505 636 482 316
--------- --------- --------- --------- ---------
Income (loss) from operations before income taxes.................. 20,438 27,071 18,205 995 (15,847)
Income tax (provision) benefit..................................... (8,860) (11,239) (2,683) 291 2,688
--------- --------- --------- --------- ---------
Income (loss) before equity losses, minority interest and
extraordinary item............................................... 11,578 15,832 15,522 1,286 (13,159)
Equity in net losses of affiliates................................. (11,658) -- -- -- --
Minority share in earnings of subsidiaries......................... (1) -- -- -- --
--------- --------- --------- --------- ---------
Income (loss) from continuing operations........................... (81) 15,832 15,522 1,286 (13,159)
Income from discontinued operations, net of income taxes........... -- -- -- -- 1,006
Extraordinary loss on early retirement of debt, net of income
taxes............................................................ -- -- (678) -- --
--------- --------- --------- --------- ---------
Net income (loss).................................................. (81) 15,832 14,844 1,286 (12,153)
Dividends and accretion on mandatorily redeemable preferred
stock............................................................ 43 (365) (6,694) (3,003) (1,518)
--------- --------- --------- --------- ---------
Net income (loss) applicable to common stock....................... $ (38) $ 15,467 $ 8,150 $ (1,717) $ (13,671)
--------- --------- --------- --------- ---------
--------- --------- --------- --------- ---------
PER SHARE DATA:
INCOME (LOSS) PER COMMON SHARE--BASIC
Income (loss) applicable to common stock from:
Continuing operations............................................ $ - $ 0.65 $ 0.46 $ (0.11) $ (1.12)
Income from discontinued operations, net of income tax........... -- -- -- -- 0.08
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)
--------- --------- --------- --------- ---------
--------- --------- --------- --------- ---------
INCOME (LOSS) PER COMMON SHARE--DILUTED
Income (loss) applicable to common stock from:
Continuing operations............................................ $ - $ 0.62 $ 0.43 $ (0.11) $ (1.12)
Income from discontinued operations, net of income tax........... -- -- -- -- 0.08
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)
--------- --------- --------- --------- ---------
--------- --------- --------- --------- ---------
Weighted average shares outstanding:
Basic............................................................ 24,616 23,807 19,056 16,300 13,090
Diluted.......................................................... 25,188 24,959 20,367 16,300 13,090
</TABLE>
- ------------------------
(*) The Company accounted for its interest in the CCC Development Company
("CCCDC") Joint Venture under the equity method of accounting prior to
acquiring the remaining interest in the CCCDC Joint Venture, effective March
30, 1994.
14
<PAGE>
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
<TABLE>
<CAPTION>
DECEMBER 31,
----------------------------------------------------------
1998 1997 1996 1995 1994
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
(IN THOUSANDS)
CONSOLIDATED BALANCE SHEET DATA:
Cash and marketable securities........................ $ 1,526 $ 32,118 $ 18,404 $ 3,895 $ 5,702
Working capital....................................... 3,281 28,735 8,093 (17,953) (15,549)
Total assets.......................................... 79,018 83,494 58,268 44,093 52,232
Current portion of long-term debt..................... -- 111 120 7,660 5,340
Long-term debt, excluding current maturities.......... 11,000 -- 111 27,220 35,753
Mandatorily redeemable preferred stock................ 688 5,054 4,688 34,125 31,122
Stockholders' equity (deficit)........................ 35,303 45,827 24,293 (56,420) (54,729)
</TABLE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
RESULTS OF OPERATIONS
The Company's net income (loss) for the periods indicated, are set forth
below:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------------
1998 1997 1996
---------- ---------- ----------
<S> <C> <C> <C>
(IN THOUSANDS)
Revenues.................................................................... $ 188,169 $ 159,106 $ 130,977
Expenses:
Operating Expenses:
Production and customer support........................................... 48,242 35,657 31,828
Commissions, royalties and licenses....................................... 21,495 18,939 14,009
Selling, general and administrative....................................... 60,053 50,914 40,653
Depreciation and amortization............................................. 9,210 7,688 7,330
Product development and programming....................................... 25,813 20,203 17,026
Litigation settlement....................................................... 1,650 -- --
Relocation of claims settlement function 1,707 -- --
---------- ---------- ----------
Operating income............................................................ 19,999 25,705 20,131
Interest expense............................................................ (258) (139) (2,562)
Other income, net........................................................... 697 1,505 636
---------- ---------- ----------
Income from operations before income taxes.................................. 20,438 27,071 18,205
Income tax provision........................................................ (8,860) (11,239) (2,683)
---------- ---------- ----------
Income before equity losses, minority interest and extraordinary items...... 11,578 15,832 15,522
Equity in net losses of affiliates.......................................... (11,658) -- --
Minority share in earnings of subsidiaries.................................. (1) -- --
---------- ---------- ----------
Income (loss) before extraordinary item..................................... (81) 15,832 15,522
Extraordinary loss on early retirement of debt, net of income taxes......... -- -- (678)
---------- ---------- ----------
Net income (loss)........................................................... $ (81) $ 15,832 $ 14,844
---------- ---------- ----------
---------- ---------- ----------
</TABLE>
15
<PAGE>
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
OVERVIEW
The Company is a supplier of automobile claims information and processing,
claims management software and communication services. The Company's customers
include insurance companies and collision repair facilities. The Company's
products and services are designed to improve efficiency, manage costs and
increase consumer satisfaction in the management of automobile claims and
restoration.
The Company is organized into three divisions, Insurance Services,
Automotive Services and Consumer Processing Services, based on the nature of the
products and services and the methods used to distribute these products and
services. The Insurance Services Division offers products and services to its
customers through the use of a direct selling force. These products and services
generally are used by insurance companies to facilitate the processing of
automobile physical damage claims and improve decision making in the insurance
underwriting processes. The Automotive Services Division offers products and
services to its customers through the use of independent sales representatives.
These products and services are tools used by collision repair facilities to
receive and process automobile damage claims electronically in conjunction with
insurance companies. The Consumer Processing Services Division offers a suite of
products and services for the complete outsourcing of automobile physical damage
claims and bodily injury claims The Company sells its products to two primary
customer groups: insurance companies (approximately 65% of revenue in 1998) and
collision repair facilities. In addition, certain Company products and services
are aimed at improving the efficiency of both markets by enabling the two groups
to communicate electronically. The Company's principal products for insurance
companies are its TOTAL LOSS vehicle valuation service, used to estimate the
value of unrepairable vehicles, and its PATHWAYS collision estimating software,
used to estimate the cost of repairing vehicles. The Company also offers
PATHWAYS DIGITAL IMAGING, GUIDEPOST, EZNET and CCC RATINGS SERVICES. In addition
to claims processing tools, the Company offers insurers ACCESS, an integrated
appraisal and restoration management service, CARS, a car rental management
service and TPA, a complete claims outsourcing service. 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 products for collision
repair facilities is its EZEST, PATHWAYS and PATHWAYS DIGITAL IMAGING.
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. Collision Estimating
software subscriptions are billed monthly in advance. EZNET communication
services are generally priced on a per transaction basis. ACCESS and CARS
services are billed monthly on a per transaction basis. The TPA services are
sold on a per claim and performance sharing basis under multi-year contracts.
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
16
<PAGE>
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
borrowings. The Company formed CCCDC to develop the EZEST collision estimating
software. In June 1994, 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 14
and 15 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 White River will vote
with the Management Stockholders regarding defined business combinations and
subsequent offerings of Company common stock. This Stockholders Agreement
expires in June 1999, at which time White River will no longer hold Series E
Preferred Stock which provides White River 51% voting power as a condition of
the Agreement of the votes.
Depreciation/amortization expense through March 1996 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 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
significant.
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, 1998
the Company expended approximately $63.0 million for product development and
programming.
17
<PAGE>
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
NET INCOME (LOSS) AS A PERCENTAGE OF REVENUE
The Company's net income (loss), as a percentage of revenue for the periods
indicated, are set forth below:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------
<S> <C> <C> <C>
1998 1997 1996
--------- --------- ---------
Revenues........................................................................... 100.0% 100.0% 100.0%
Expenses:
Operating Expenses:
Production and customer support................................................ 25.7 22.4 24.3
Commissions, royalties and licenses............................................ 11.4 11.9 10.7
Selling, general and administrative............................................ 31.9 32.0 31.0
Depreciation and amortization.................................................. 4.9 4.8 5.6
Product development and programming............................................ 13.7 12.7 13.0
Litigation settlement.......................................................... 0.9 -- --
Relocation of claims settlement function....................................... 0.9 -- --
--------- --------- ---------
Operating income................................................................... 10.6 16.2 15.4
Interest expense................................................................... (0.1) (0.1) (2.0)
Other income, net.................................................................. 0.4 0.9 0.5
--------- --------- ---------
Income from operations before income taxes......................................... 10.9 17.0 13.9
Income tax provision............................................................... (4.7) (7.1) (2.0)
--------- --------- ---------
Income before equity losses, minority interest and extraordinary items............. 6.2 9.9 11.9
Equity in net losses of affiliates................................................. (6.2) -- --
Minority share in earnings of subsidiaries......................................... -- -- --
--------- --------- ---------
Income (loss) before extraordinary item............................................ -- 9.9 11.9
Extraordinary loss on early retirement of debt, net of income taxes................ -- -- 0.5
--------- --------- ---------
Net income (loss).................................................................. --% 9.9% 11.4%
--------- --------- ---------
--------- --------- ---------
</TABLE>
1998 COMPARED WITH 1997
For the year ended December 31, 1998, the Company reported a net loss
applicable to common stock of $38 thousand, or $0.00 per share on a diluted
basis, versus net income applicable to common stock of $15.5 million, or $0.62
per share on a diluted basis, for the same period last year. The change in
income per share on a diluted basis was the result of recording the equity in
net losses of affiliates of $11.7 million, or $0.46 per share, a litigation
settlement of $0.04 per share, relocation of claims settlement function of $0.04
per share, as well as other increases in expenses ahead of revenue growth as
described below. Operating income for the year ended December 31, 1998 of $20.0
million was also $5.7 million less than the same period last year reflecting
increased spending on new and enhanced products and customer support activities.
The equity in net losses of affiliates of $11.7 million is principally the
result of the Company's investment in InsurQuote, which resulted in the
recording of an $11.4 million loss for the year.
REVENUES. Revenues for the year ended December 31, 1998 of $188.2 million
were $29.1 million, or 18.3% higher than the same period last year. The increase
in revenues was due primarily to continued growth in the Company's Consumer
Processing Services Division. Revenues for the Consumer Processing Services
Division for the year ended December 31, 1998 of $22.7 million were $13.1
million or 136% higher
18
<PAGE>
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
than the same period last year. In addition, revenues for the Automotive
Services Division for the year ended December 31, 1998 of $63.5 million were
$12.4 million or 24.3% higher than the same period last year. The revenues for
the Insurance Services Division for the year ended December 31, 1998 of $101.4
million were $5.0 million or 5.2% higher than the same period last year. The
increase in both the Automotive Services and the Insurance Services Divisions
were due to growth in the digital imaging product and collision estimating
software seats.
PRODUCTION AND CUSTOMER SUPPORT.
Production and customer support increased from $35.7 million or 22.4% of
revenue to $48.2 million or 25.7% of revenue. The year over year variance was
due primarily to additional production and customer support related to Consumer
Processing Services, Pathways workflow/collision estimating seats and the
introduction of Pathways Enterprise Solutions.
COMMISSIONS, ROYALTIES AND LICENSES. Commission, royalties and licenses
increased from $18.9 million or 11.9% of revenues to $21.5 or 11.4% of revenues.
The increase 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 $50.9 million or 32.0% of revenues to $60.0 million or 31.9% of
revenues. Headcount increases as well as higher average wages necessary to
recruit and retain key employees were the principal reasons for the increase,
along with additional bad debt provisions associated with the expansion of the
Automotive Services Division customer base.
DEPRECIATION AND AMORTIZATION. Depreciation and amortization increased from
$7.7 million to $9.2 million. The increase in depreciation year over year was
principally the result of higher internal capital expenditures for the Consumer
Processing Services Division and depreciation and amortization associated with
the acquisitions.
PRODUCT DEVELOPMENT AND PROGRAMMING. Product development and programming
increased from $20.2 million or 12.7% of revenue to $25.8 million or 13.7% or
revenue. The increase in costs over prior year mainly related to the growth in
the Consumer Processing Services Division, Year 2000 compliance spending and
other new product development.
LITIGATION SETTLEMENT. Litigation settlement costs of $1.7 million related
to a claim filed in the fourth quarter of 1998 by an independent sales
representative settled in early 1999.
RELOCATION OF CLAIMS SETTLEMENT FUNCTION. Relocation of the claims
settlement function of $1.7 million related to relocating certain customer
service and claims processing operations to South Dakota was incurred in 1998.
OTHER INCOME/INTEREST EXPENSE AND INCOME TAXES. Net other income/interest
decreased from $1.4 million to $0.4 million. The effective income tax rate
increased from 41.5% to 43.4%.
EQUITY IN LOSSES OF AFFILIATES: 1998 results include an $11.4 million loss
in InsurQuote and $0.2 million loss from Enterstand Joint Venture.
19
<PAGE>
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
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. Revenues for
the Insurance Services Division for the year ended December 31, 1997 of $96.3
million were $13.2 million or 15.8% higher than the same period last year
primarily due to the growth in collision estimatings software seats and increase
in the VEHICLE VALUATION SERVICES due to higher transaction volumes. In
addition, revenues for the Automotive Services Division for the year ended
December 31, 1997 of $51.0 million were $12.6 million or 32.6% higher than the
same period last year also due to growth in collision estimating seats. Revenues
for the Consumer Processing Services Division for the year ended December 31,
1997 of $9.6 million were $2.4 million or 33.7% higher than the same period last
year due to the introduction of the TPA business and incremental transaction
volume in ACCESS and CARS.
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.
DEPRECIATION AND AMORTIZATION. Depreciation and amortization increased from
$7.3 million to $7.7 million.
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%.
LIQUIDITY AND CAPITAL RESOURCES
During the year ended December 31, 1998, net cash provided by operating
activities was $15.9 million. The Company applied $11.0 million, to purchase
equipment and software, and $1.8 million to the purchase of land and building in
Sioux Falls, South Dakota associated with the relocation of certain customer
service
20
<PAGE>
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
and claims processing operations. The Company invested $20 million in
InsurQuote, which is developing services to manage insurance rating information.
The Company purchased two subsidiaries for $4.5 million to expand its Consumer
Processing Services operations domestically and in Europe and invested $2.0
million in an Enterstand, an international joint venture to develop products for
the European marketplace. The Company also repurchased 1.4 million of the
Company's outstanding shares for $15.7 million.
On October 28, 1998, the credit facility between CCC and the commercial bank
was amended and restated, from the original revolving credit agreement entered
into on August 22, 1996. Under the amended credit facility, CCC increased its
ability to borrow under the revolving line of credit to $50 million. In
addition, the maturity date of the credit facility was extended to October 31,
2003. The interest rate under the amended bank credit facility is the London
Interbank Offering Rate (LIBOR) plus 1.0% or the prime rate in effect from time
to time, as selected by CCC. The Company's principal liquidity requirements
include its operating activities, including product development, and its
investments in internal and customer capital equipment.
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 investments and declare dividends.
During the year ended December 31, 1997, net cash provided by operating
activities was $20.1 million. The Company applied $8.1 million 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.
The Company has over the past three years been able to fund all of its
working capital needs and capital expenditures from cash generated from
operations. Management believes that cash flows from operations and available
credit line facility will be sufficient to meet the Company's liquidity needs
over the next 12 months. There can be no assurance, however, that the Company
will be able to satisfy its liquidity needs in the future without engaging in
financing activities beyond those described above.
YEAR 2000 ISSUE
BACKGROUND. Some computers, software and other equipment include
programming code in which calendar year data is abbreviated to only two digits.
As a result of this design decision, some of these systems could fail to operate
or fail to produce correct results if "00" is interpreted to mean 1900, rather
than 2000 ("Year 2000 Problem"). These problems are widely expected to increase
in frequency and severity as the year 2000 approaches. The Company defines an
application to be Year 2000 compliant if it can accurately process date data
(including calculating, comparing and sequencing) from, into and between 1999
and 2000, including leap year calculations.
ASSESSMENT. The Year 2000 Problem could affect computers, software, and
other equipment used, operated, or maintained by the Company. Accordingly, the
Company is reviewing its internal computer programs and systems to ensure that
the programs and systems will be Year 2000 compliant. The Company presently
believes that its computer systems will be Year 2000 compliant in a timely
manner. However,
21
<PAGE>
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
while the estimated cost of these efforts are not expected to be material to the
Company's financial position or any year's results of operations, there can be
no assurance to this effect.
SOFTWARE SOLD TO CUSTOMERS. The Company believes that it has substantially
identified all potential Year 2000 Problems with any of the software products,
which it develops and markets. As a key supplier to insurance companies and
collision repair facilities, the Company has identified a significant exposure
for Year 2000 problems regarding the effect of its legacy collision estimating
software on some customers' ability to complete an estimate. A major undertaking
is currently in process to convert those customers impacted to the Year 2000
compliant version of the software. While lost revenues from such an event are a
concern for the Company, the greater risks are the monetary damages for which
the Company could be liable if it in fact is found responsible for the shutdown
of one of its customer's facilities. Such a finding could have a material
adverse impact on the Company's results of operations.
INTERNAL INFRASTRUCTURE. The Company believes that it has identified
substantially all of the major computers, software applications, and related
equipment, with the exception of desktop hardware and software applications,
used in connection with its internal operations that must be modified, upgraded
or replaced to minimize the possibility of a material disruption to its
business. The Company has commenced the process of modifying, upgrading, and
replacing major systems that have been identified as adversely affected, and
expects to complete this process before the middle of 1999. The Company expects
to complete testing of desktop hardware and software applications by the second
quarter of 1999 and upgrades will be scheduled as needed.
SYSTEMS OTHER THAN INFORMATION TECHNOLOGY SYSTEMS. In addition to computers
and related systems, the operation of office and facilities equipment, such as
fax machines, photocopiers, telephone switches, security systems, elevators, and
other common devices may be affected by the Year 2000 Problem. The Company has
nearly completed its assessment and expects that most facility and office
equipment will be compliant by June 1999.
The Company estimates the total cost to the Company of completing any
required modifications, upgrades, or replacements of these internal systems will
not have a material adverse effect on the Company's business or results of
operations. Currently, the Company is expensing approximately $600 thousand per
quarter associated with this effort. It is expected that this cost will continue
through the fourth quarter of 1999. This estimate is being monitored and will be
revised as additional information becomes available.
SUPPLIERS. The Company has initiated communications with third party
suppliers of the major computers, software, and other equipment used, operated,
or maintained by the Company to identify and, to the extent possible, to resolve
issues involving the Year 2000 Problem. However, the Company has limited or no
control over the actions of these third party suppliers. Thus, while the Company
expects that it will be able to resolve any significant Year 2000 Problems with
these systems, there can be no assurance that these suppliers will resolve any
or all Year 2000 Problems with these systems before the occurrence of a material
disruption to the business of the Company or any of its customers. Any failure
of these third parties to resolve Year 2000 Problems with their systems in a
timely manner could have a material adverse effect on the Company's business,
financial condition, and results of operation.
MOST LIKELY CONSEQUENCES OF YEAR 2000 PROBLEMS. The Company expects to
identify and resolve all Year 2000 Problems that could materially adversely
affect its business operations. However, management believes that it is not
possible to determine with complete certainty that all Year 2000 Problems
affecting the Company have been identified or corrected. The number of devices
that could be affected and the interactions among these devices are simply too
numerous. In addition, one cannot accurately predict how
22
<PAGE>
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
many Year 2000 Problem-related failures will occur or the severity, duration, or
financial consequences of these perhaps inevitable failures. As a result,
management expects that the Company could likely suffer the following
consequences:
1. a significant number of operational inconveniences and inefficiencies
for the Company and its customers that may divert management's time and
attention and financial and human resources from its ordinary business
activities; and
2. a lesser number of serious failures that may require significant efforts
by the Company or its customers to prevent or alleviate material business
disruptions.
Although the Company expects its critical systems to be compliant by mid
1999, there is no guarantee that these results will be achieved. Specific
factors that give rise to this uncertainty include a possible loss of technical
resources to perform the work, failure to identify all susceptible systems,
non-compliance by third parties whose systems and operations impact the Company,
and other similar uncertainties. A possible worst case scenario might include
one or more of the Company's software products sold to customers being
non-compliant. Such an event could result in a material disruption to the
Company's or customers operations. For example, the software could experience an
interruption in its ability to properly calculate or access the data required to
complete a collision estimate. Should the worst case scenario occur it could,
depending on its duration, have a material impact on the Company's results of
operations and financial position.
CONTINGENCY PLANS. The Company is currently developing contingency plans to
be implemented as part of its efforts to identify and correct Year 2000 Problems
that may occur. The Company expects to complete its contingency plans by April
1999. Depending on the systems affected, these plans could include accelerated
replacement of affected equipment or software, short to medium use of backup
equipment and software, increased work hours for Company personnel or use of
contract personnel to correct on an accelerated schedule any Year 2000 Problems
that arise or to provide manual workarounds for information systems, and similar
approaches. If the Company is required to implement any of these contingency
plans, it could have a material adverse effect on the Company's financial
condition and results of operations.
Based on the activities described above, Management believes the Company is
devoting the necessary resources to identify and resolve Year 2000 Problems. The
success of this effort and a favorable outcome to the various potential
situations described herein will determine the impact the Year 2000 Problem has
on the Company's business or results of operations
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.
23
<PAGE>
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements and supplementary data required with respect to
this Item 8 are listed in Item 14(a)(1) and 14(a)(2) included elsewhere in this
filing
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this item is hereby incorporated by reference to
CCC Information Services Group Inc.'s Notice of 1999 Annual Meeting of
Stockholders and Proxy Statement, which was filed with the Securities and
Exchange Commission and provided to Stockholders on or about March 31, 1999.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is hereby incorporated by reference to
CCC Information Services Group Inc.'s Notice of 1999 Annual Meeting of
Stockholders and Proxy Statement, which was filed with the Securities and
Exchange Commission and provided to Stockholders on or about March 31, 1999.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this item is hereby incorporated by reference to
CCC Information Services Group Inc.'s Notice of 1999 Annual Meeting of
Stockholders and Proxy Statement, which was filed with the Securities and
Exchange Commission and provided to Stockholders on or about March 31, 1999.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is hereby incorporated by reference to
CCC Information Services Group Inc.'s Notice of 1999 Annual Meeting of
Stockholders and Proxy Statement, which was filed with the Securities and
Exchange Commission and provided to Stockholders on or about March 31, 1999.
24
<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............................................... 26
Consolidated Financial Statements:
Consolidated Statement of Operations.......................................... 27
Consolidated Balance Sheet.................................................... 28
Consolidated Statement of Cash Flow........................................... 29
Consolidated Statement of Stockholders' Equity................................ 30
Notes to Consolidated Financial Statements.................................... 31-48
</TABLE>
2. Financial Statement Schedule
<TABLE>
<S> <C>
Schedule II--Valuation and Qualifying Accounts.................. 49
</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............................................... 50
</TABLE>
(b) Reports on Form 8-K
No reports on Form 8-K were filed by CCC Information Services Group Inc.
during 1998.
25
<PAGE>
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
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, 1998 and 1997, and the results of their operations and their cash flows for
each of the three years in the period ended December 31, 1998, 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.
PRICEWATERHOUSECOOPERS LLP
March 31, 1999
Chicago, Illinois
26
<PAGE>
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
(IN THOUSANDS)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------------
<S> <C> <C> <C>
1998 1997 1996
---------- ---------- ----------
Revenues..................................................................... $ 188,169 $ 159,106 $ 130,977
Expenses:
Production and customer support............................................ 48,242 35,657 31,828
Commissions, royalties and licenses........................................ 21,495 18,939 14,009
Selling, general and administrative........................................ 60,053 50,914 40,653
Depreciation and amortization.............................................. 9,210 7,688 7,330
Product development and programming........................................ 25,813 20,203 17,026
Litigation settlement...................................................... 1,650 -- --
Relocation of claims settlement function................................... 1,707 -- --
---------- ---------- ----------
Operating income............................................................. 19,999 25,705 20,131
Interest expense............................................................. (258) (139) (2,562)
Other income, net............................................................ 697 1,505 636
---------- ---------- ----------
Income from operations before income taxes................................... 20,438 27,071 18,205
Income tax provision......................................................... (8,860) (11,239) (2,683)
Income before equity losses, minority interest and extraordinary item........ 11,578 15,832 15,522
Equity in net losses of affiliates........................................... (11,658) -- --
Minority share in earnings of subsidiaries................................... (1) -- --
---------- ---------- ----------
Income (loss) before extraordinary item...................................... (81) 15,832 15,522
Extraordinary loss on early retirement of debt, net of income taxes.......... -- -- (678)
---------- ---------- ----------
Net income (loss)............................................................ (81) 15,832 14,844
Dividends and accretion on mandatorily redeemable preferred stock............ 43 (365) (6,694)
---------- ---------- ----------
Net income (loss) applicable to common stock................................. $ (38) $ 15,467 $ 8,150
---------- ---------- ----------
---------- ---------- ----------
PER SHARE DATA:
INCOME (LOSS) PER COMMON SHARE--BASIC
Income (loss) applicable to common stock before extraordinary item......... $ -- $ 0.65 $ 0.46
Extraordinary loss on early retirement of debt, net of income taxes........ -- -- (0.03)
---------- ---------- ----------
Net income (loss) applicable to common stock............................... $ -- $ 0.65 $ 0.43
---------- ---------- ----------
---------- ---------- ----------
INCOME (LOSS) PER COMMON SHARE--DILUTED
Income (loss) applicable to common stock before extraordinary item......... $ -- $ 0.62 $ 0.43
Extraordinary loss on early retirement of debt, net of income taxes........ -- -- (0.03)
---------- ---------- ----------
Net income (loss) applicable to common stock................................. $ -- $ 0.62 $ 0.40
---------- ---------- ----------
---------- ---------- ----------
Weighted average shares outstanding
Basic...................................................................... 24,616 23,807 19,056
Diluted.................................................................... 25,188 24,959 20,367
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
27
<PAGE>
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(IN THOUSANDS)
<TABLE>
<CAPTION>
DECEMBER 31,
--------------------
<S> <C> <C>
1998 1997
--------- ---------
ASSETS
Cash.......................................................................................... $ 1,526 $ 2,064
Investments in marketable securities.......................................................... -- 30,054
Accounts receivable, net...................................................................... 23,212 18,302
Income taxes receivable....................................................................... 272 --
Other current assets.......................................................................... 5,726 5,270
--------- ---------
Total current assets.................................................................... 30,736 55,690
Property and equipment, net of accumulated depreciation of $34,494 and $26,793 at December 31,
1998 and 1997, respectively................................................................. 14,951 9,700
Goodwill, net of accumulated amortization of $11,845 and $10,238 at December 31, 1998 and
1997, respectively.......................................................................... 12,799 9,885
Deferred income taxes......................................................................... 7,371 7,237
Investments in affiliates..................................................................... 9,843 --
Other assets.................................................................................. 3,318 982
--------- ---------
Total Assets............................................................................ $ 79,018 $ 83,494
--------- ---------
--------- ---------
LIABILITIES, MANDATORILY REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY
Accounts payable and accrued expenses......................................................... $ 23,128 $ 18,383
Income taxes payable.......................................................................... -- 2,637
Current portion of long-term debt............................................................. -- 111
Deferred revenues............................................................................. 4,327 5,824
--------- ---------
Total current liabilities............................................................... 27,455 26,955
Long-term debt................................................................................ 11,000 --
Deferred revenues............................................................................. 956 1,728
Other liabilities............................................................................. 3,611 3,930
Minority interest............................................................................. 5 --
Commitments and contingencies (Note 19).......................................................
--------- ---------
Total liabilities....................................................................... 43,027 32,613
Mandatorily redeemable preferred stock ($1.00 par value, 100,000 shares authorized, 684 shares
and 4,915 shares designated and outstanding at December 31, 1998 and 1997, respectively).... 688 5,054
--------- ---------
--------- ---------
Common stock ($0.10 par value, 30,000,000 shares authorized, 23,700,165 and 24,577,910 shares
issued and outstanding at December 31, 1998 and 1997, respectively)......................... 2,510 2,458
Additional paid-in capital.................................................................... 95,573 90,273
Accumulated deficit........................................................................... (46,469) (46,431)
Accumulated other comprehensive income........................................................ (26) --
Treasury stock, at cost ($0.10 par value, 1,521,925 and 117,618 shares in treasury at December
31, 1998 and 1997, respectively)............................................................ (16,285) (473)
--------- ---------
Total stockholders' equity.............................................................. 35,303 45,827
--------- ---------
Total Liabilities, Mandatorily Redeemable Preferred Stock and Stockholders' Equity.... $ 79,018 $ 83,494
--------- ---------
--------- ---------
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
28
<PAGE>
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------
<S> <C> <C> <C>
1998 1997 1996
--------- --------- ---------
<CAPTION>
YEAR ENDED DECEMBER 31,
<S> <C> <C> <C>
Operating Activities:
Net income (loss)................................................................... $ (81) $ 15,832 $ 14,844
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
Equity in net losses of affiliates................................................ 11,658 -- --
Depreciation and amortization of property and equipment........................... 7,566 6,307 5,948
Amortization of goodwill.......................................................... 1,604 1,345 1,345
Deferred income tax benefit....................................................... (296) (827) (2,600)
Other, net........................................................................ 536 (12) (2,889)
Changes in:
Accounts receivable, net........................................................ (4,119) (8,530) 127
Other current assets............................................................ (438) (2,063) (330)
Other assets.................................................................... (2,324) 175 (58)
Accounts payable and accrued expenses........................................... 4,370 2,562 (3,831)
Current income taxes............................................................ 253 5,394 3,371
Deferred revenues............................................................... (2,289) (154) 2,046
Other liabilities............................................................... (527) 41 1,604
--------- --------- ---------
Net cash provided by operating activities..................................... 15,913 20,070 20,255
--------- --------- ---------
Investing Activities:
Capital expenditures................................................................ (12,788) (8,051) (5,568)
Purchase of investment securities................................................... (12,778) (75,164) (9,001)
Purchase of subsidiaries, net of cash received...................................... (4,485) -- --
Investment in affiliates............................................................ (22,000) -- --
Proceeds from sales of investment securities........................................ 42,832 54,111 --
Other, net.......................................................................... (15) 21 25
--------- --------- ---------
Net cash used for investing activities........................................ (9,234) (29,083) (14,544)
--------- --------- ---------
Financing Activities:
Principal payments on long-term debt................................................ (5,111) (120) (46,740)
Proceeds from issuance of long-term debt............................................ 16,000 -- 10,750
Public offering of common stock, net of underwriters' discounts..................... -- -- 73,795
Redemption of preferred stock, including accrued dividends.......................... (4,323) -- (36,131)
Payment of equity and debt issue costs.............................................. -- -- (2,053)
Proceeds from exercise of stock options............................................. 1,202 1,794 --
Proceeds from employee stock purchase plan.......................................... 712 -- --
Payments to acquire treasury stock.................................................. (15,697) -- --
Other, net.......................................................................... -- -- 176
--------- --------- ---------
Net cash provided by (used for) financing activities.......................... (7,217) 1,674 (203)
--------- --------- ---------
Net increase (decrease) in cash....................................................... (538) (7,339) 5,508
Cash:
Beginning of period................................................................. 2,064 9,403 3,895
--------- --------- ---------
End of period....................................................................... $ 1,526 $ 2,064 $ 9,403
--------- --------- ---------
--------- --------- ---------
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
29
<PAGE>
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(IN THOUSANDS, EXCEPT NUMBER OF SHARES)
<TABLE>
<CAPTION>
OUTSTANDING
COMMON STOCK ACCUMULATED TREASURY STOCK
---------------------- ADDITIONAL OTHER ---------------------- TOTAL
NUMBER OF PAID-IN ACCUMULATED COMPREHENSIVE NUMBER OF STOCKHOLDERS'
SHARES PAR VALUE CAPITAL (DEFICIT) INCOME SHARES COST EQUITY
----------- --------- ----------- ------------ ----------------- ----------- --------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
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
Preferred stock
accretion.......... -- -- -- 70 -- -- -- 70
Preferred stock
dividends
accrued............ -- -- -- (27) -- -- -- (27)
Stock options
exercised including
income tax
benefit............ 464,337 47 4,593 -- -- 4,307 (115) 4,525
Employee stock
purchase plan...... 57,918 5 707 -- -- -- -- 712
Treasury stock
purchases.......... (1,400,000) -- -- -- -- 1,400,000 (15,697) (15,697)
Cumulative
translation
adjustment......... -- -- -- -- (26) -- -- (26)
Net (loss)........... -- -- -- (81) -- -- -- (81)
----------- --------- ----------- ------------ --- ----------- --------- -------------
Comprehensive Net
(loss)............. -- -- -- (81) (26) -- -- (107)
----------- --------- ----------- ------------ --- ----------- --------- -------------
December 31, 1998...... 23,700,165 $ 2,510 $ 95,573 $ (46,469) $ (26) 1,521,925 $ (16,285) $ 35,303
----------- --------- ----------- ------------ --- ----------- --------- -------------
----------- --------- ----------- ------------ --- ----------- --------- -------------
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
30
<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. (formerly known as InfoVest
Corporation), through its wholly owned subsidiary CCC Information Services Inc.
("CCC") (collectively referred to as the "Company"), is a supplier of automobile
claims information and processing, claims management software and communication
services. The Company's services and products enable automobile insurance
company customers and collision repair facility customers to improve efficiency,
manage costs and increase consumer satisfaction in the management of automobile
claims and restoration.
As of December 31, 1998, White River Ventures, Inc. ("White River") held
approximately 30.5% 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 14--Mandatorily Redeemable Preferred Stock and Note 15--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, which are currently wholly owned or majority
owned.
REVENUE RECOGNITION
Revenues are recognized as services are provided. Of total Company revenues
in the years 1998, 1997 and 1996, 65%, 66% and 69%, respectively, were
attributable to revenues from insurance companies.
MARKETABLE SECURITIES
Marketable securities consisted primarily of U.S. treasury bills, which are
stated at cost.
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, 1998 and 1997, $3.3 million, and $2.7 million, respectively, have
been applied as a reduction of accounts receivable. Of total accounts
receivable, net of reserves, at December 31, 1998 and 1997, $20.2 million and
$14.3 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
31
<PAGE>
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 2--SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
and, consequently, the amounts that could be capitalized are not significant.
For the years 1998, 1997 and 1996, research and development costs of
approximately $4.9 million, $5.5 million and $4.3 million, respectively, are
reflected in the accompanying consolidated statement of operations.
PROPERTY AND EQUIPMENT
Property and 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 20 years.
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 not to exceed 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, 1998 and 1997, deferred debt issue costs, net of
accumulated amortization, of $0.5 million and $0.3 million, respectively, were
included in other assets.
FOREIGN CURRENCY
The Company has determined that the functional currency of each foreign
operation is the local currency. Assets and liabilities denominated in foreign
currencies are translated into U.S. dollars at the exchange rate on the balance
sheet date, while revenues and expenses are translated at average rates of
exchange prevailing during the period. Translation adjustments are included in
accumulated other comprehensive income as a separate component of stockholders'
equity.
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 18--Earnings Per Share.
FAIR VALUE OF FINANCIAL INSTRUMENTS
As of December 31, 1998, the carrying amount of the Company's financial
instruments, excluding the Investment in InsurQuote, (See Note 3--Investment in
InsurQuote) approximates their estimated fair value based upon market prices for
the same or similar type of financial instruments.
PERVASIVENESS OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amount of assets and liabilities and
disclosure of contingent assets and liabilities as of the date of the
consolidated financial statements, and that affect the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from these estimates.
32
<PAGE>
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 2--SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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."
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. There were no elements of comprehensive
income in 1997 and 1996.
Effective January 1, 1998, the Company adopted SOP 97-2, "Software Revenue
Recognition". SOP 97-2 provided guidance on when revenue should be recognized
and in what amounts for licensing, selling, leasing or otherwise marketing
computer software. The Company previously maintained a policy similar to SOP
97-2 and therefore the adoption of SOP 97-2 did not have a material impact on
the Company's consolidated results of operations or financial position.
In March 1998, the AICPA issued SOP98-1, "Accounting For the Costs of
Computer Software Developed For or Obtained For Internal-Use" (SOP 98-1), which
the Company adopted. SOP 98-1 requires the capitalization of certain costs
incurred in connection with developing or obtaining software for internal-use.
The Company previously maintained a policy similar to SOP 98-1 and, therefore,
the adoption of SOP98-1 did not have a material impact on the Company's
consolidated results of operations or financial position.
Effective December 31, 1998, the Company adopted Statement of Financial
Accounting Standards 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.
NOTE 3--INVESTMENT IN INSURQUOTE
On February 10, 1998, the Company invested $20.0 million in InsurQuote
Systems, Inc. (InsurQuote). InsurQuote, formed in 1989, is a provider of
insurance rating information and the software tools used to manage that
information. The Company's $20.0 million investment included 19.9% of InsurQuote
common stock, an $8.9 million subordinated note, warrants, shares of Series C
redeemable convertible preferred stock and Series D convertible preferred stock.
The warrants provide the Company with the right to acquire additional shares of
InsurQuote common stock and are exercisable by the Company through February 10,
2008, subject to potential early termination provisions. The Series C preferred
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. Under the terms of the investment agreement, the Company,
subject to certain conditions, can increase its investment through additional
purchases of common and preferred
33
<PAGE>
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 3--INVESTMENT IN INSURQUOTE (CONTINUED)
shares. The Company's ownership percentage, assuming conversion into common
stock all of the securities currently exercisable, would be increased to 37.7%
at December 31, 1998.
The Company had accounted for its investment in InsurQuote on the cost
method until the fourth quarter of 1998, when it was determined that the equity
method should be applied. Accordingly, prior quarters have been restated to
reflect the investment in InsurQuote on the equity method. As a result, reported
net income for quarters ended March 31, 1998, June 30, 1998 and September 30,
1998 have been adjusted to reflect equity losses of InsurQuote of $1.2 million,
$3.0 million and $3.2 million, respectively and the elimination of interest and
dividend income of $0.1 million, $0.2 million and $0.2 million, respectively.
Notwithstanding the Company's 19.9% common stock equity share, the Company has
recorded 100% of InsurQuote's net losses for the period from the Company's
ownership, February 10, 1998 to December 31, 1998. The recording of 100% of
InsurQuote's losses was the result of the Company's $20.0 million investment
being the primary source of funding for InsurQuote's operating losses during the
year. The Company has not recorded any income tax benefit on the InsurQuote
losses. At December 31, 1998, the Company's remaining investment in InsurQuote
was approximately $8.1 million. The market value of the investment in InsurQuote
at December 31, 1998 was not readily determinable.
InsurQuote's fiscal year ended June 30, 1998. While the Company included
InsurQuote's losses from the period of the Company's ownership during 1998
(February 10, 1998 to December 31, 1998). Set forth below is summary InsurQuote
financial information as of its fiscal year ended June 30, 1998 was as follows:
<TABLE>
<CAPTION>
(IN THOUSANDS)
--------------
<S> <C>
Revenues...................................................................... $ 11,908
Loss from operations.......................................................... $ (8,119)
Net loss...................................................................... $ (8,899)
Current assets................................................................ $ 9,005
Total assets.................................................................. $ 14,259
Current liabilities........................................................... $ 4,569
Preferred stock............................................................... $ 12,523
Notes payable to shareholders................................................. $ 9,100
Shareholder's deficit......................................................... $ 4,777
</TABLE>
On March 31, 1999, InsurQuote received a $20.0 million investment from a new
investor for preferred stock with an 11% voting interest. Upon receipt of this
new investment by InsurQuote the Company will cease recording losses on its
investment, unless it is determined that its remaining investment is impaired.
NOTE 4--ENTERSTAND JOINT VENTURE
On December 30, 1998, the Company and Hearst Communications, Inc. ("Hearst")
established a joint venture, Enterstand Limited (Enterstand), in Europe to
develop and market claims tools to insurers and collision repair facilities.
Under the provision of the Subscription and Stockholders Agreement
("Subscription Agreement"), the Company invested $2.0 million for a 19.9% equity
interest. The Subscription Agreement provides the Company with an option to
purchase 85% of Hearst shares of Enterstand at an agreed upon purchase price.
The option is exercisable by the Company after one year from the date of the
Subscription Agreement. The Company is applying the equity method of accounting
for its investment in
34
<PAGE>
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 4--ENTERSTAND JOINT VENTURE (CONTINUED)
the joint venture and recorded a charge of $0.2 million for it's 19.9% share of
the joint venture losses during 1998.
CCC and Enterstand entered into an agreement whereby CCC would develop for
the benefit of Enterstand certain claims processing tools. During 1998, CCC
charged Enterstand $0.6 million for the development work performed in 1998.
CCC International and Enterstand entered into an agreement where CCC
International would provide Enterstand with certain administrative and operating
services and office space. For the year ended December 31, 1998, CCC
International charged Enterstand $0.5 million for these services.
NOTE 5--ACQUISITIONS
On July 1, 1998, the Company acquired 93.75% of CCC International, for $1.9
million. CCC International's business included claims consulting and expertise
for insurance companies in the United Kingdom.
On August 31, 1998, the Company acquired 99.2% of Professional Claims
Services, Inc. (PCSI) for $2.9 million. PCSI provides claims adjusting and
third-party administration to the insurance industry and self-insured entities
in the western United States. The PCSI purchase agreement provides for a
contingent purchase price between $1.8 million and $7.0 million and is based on
certain performance measures of PCSI through December 31, 2002.
The above acquisitions were accounted for as purchases and results of
operations were included in the consolidated financial statements from their
respective acquisitions dates. The purchase price for each acquisition was
allocated based on estimated fair values at the date of acquisition.
Substantially all the purchase price was allocated to goodwill amortized over a
straight-line basis over its estimated useful life. Pro forma information has
not been presented as the pro forma results would not be materially different
from the historical results.
NOTE 6--RELOCATION OF CLAIMS SETTLEMENT FUNCTION
In the second quarter of 1998, the Company recorded a relocation charge of
$1.7 million, $1.0 million after-tax or $0.04 per share, related to the
relocation of certain customer service and claims processing operations to South
Dakota. The charge for the relocation consisted primarily of severance and other
incremental costs directly related to the relocation of 100 employees. The
actual expenditures related to the relocation approximated the amount originally
estimated and all expenditures associated with this relocation were completed by
December 31, 1998. In connection with the relocation, the Company acquired a
building and land at a total cost of $1.8 million.
NOTE 7--NONCASH INVESTING AND FINANCING ACTIVITIES
The Company directly charges accumulated deficit for preferred stock
accretion and preferred stock dividends accrued. During 1998, 1997 and 1996,
these amounts totaled $0.0 million, $0.4 million and $6.7 million, respectively.
35
<PAGE>
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 7--NONCASH INVESTING AND FINANCING ACTIVITIES (CONTINUED)
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 1998,
1997 and 1996, these amounts totaled $3.3 million, $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 these noncash capital expenditures
totaled $1.3 million. There were no noncash capital expenditures in 1998 and
1997.
NOTE 8--INCOME TAXES
Income taxes applicable to income before equity losses, minority interest
and extraordinary item consisted of the following (provision) benefit:
<TABLE>
<CAPTION>
1998 1997 1996
--------- ---------- ---------
<S> <C> <C> <C>
(IN THOUSANDS)
Current:
Federal.................................................... $ (7,837) $ (10,008) $ (4,225)
State...................................................... (1,318) (2,089) (1,057)
International.............................................. -- 31 (1)
--------- ---------- ---------
Total current............................................ (9,155) (12,066) (5,283)
--------- ---------- ---------
Deferred:
Federal.................................................... 600 706 2,098
State...................................................... (305) 121 502
--------- ---------- ---------
Total deferred........................................... 295 827 2,600
--------- ---------- ---------
Total income tax provision............................... $ (8,860) $ (11,239) $ (2,683)
--------- ---------- ---------
--------- ---------- ---------
</TABLE>
The Company's effective income tax rate applicable to continuing operations
differs from the federal statutory rate as follows:
<TABLE>
<CAPTION>
1998 1997 1996
-------------------- --------------------- --------------------
<S> <C> <C> <C> <C> <C> <C>
(IN THOUSANDS, EXCEPT %'S)
Federal income tax provision at
statutory rate...................... $ (7,153) (35.0)% $ (9,475) (35.0)% $ (6,190) (34.0)%
State and local taxes, net of federal
income tax effect and before
valuation allowances................ (1,055) (5.2) (1,279) (4.8) (924) (5.1)
International taxes................... (118) (0.6) (5) -- (21) (0.1)
Goodwill amortization................. (562) (2.7) (471) (1.7) (471) (2.6)
Change in valuation allowance......... -- -- (9) -- 4,679 25.7
Nondeductible expenses................ (225) (1.1) (218) (0.8) (186) (1.0)
InsurQuote............................ (342) (1.7) -- -- -- --
Other, net............................ 595 2.9 218 0.8 430 2.4
--------- --------- ---------- --------- --------- ---------
Income tax provision.................. $ (8,860) (43.4)% $ (11,239) (41.5)% $ (2,683) (14.7)%
--------- --------- ---------- --------- --------- ---------
--------- --------- ---------- --------- --------- ---------
</TABLE>
36
<PAGE>
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 8--INCOME TAXES (CONTINUED)
During 1998, 1997 and 1996, the Company made income tax payments, net of
refunds, of $8.8 million, $6.7 million and $1.9 million, respectively.
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,
--------------------
1998 1997
--------- ---------
<S> <C> <C>
(IN THOUSANDS)
Deferred income tax assets:
Deferred revenue......................................................... $ 1,635 $ 1,993
Depreciation and amortization............................................ 1,549 1,330
Bad debt expense......................................................... 1,493 1,064
Rent..................................................................... 1,271 1,474
Litigation settlement.................................................... 386 --
Accrued compensation..................................................... 295 281
Capital loss carryforward................................................ 293 293
Net operating loss carryforward.......................................... 48 --
Long-term receivable..................................................... -- 143
Other, net............................................................... 918 952
--------- ---------
Subtotal................................................................. 7,888 7,530
Valuation allowance...................................................... (341) (293)
--------- ---------
Total deferred income tax asset............................................ 7,547 7,237
Deferred income tax liabilities............................................ (176) --
--------- ---------
Net deferred income tax asset.............................................. $ 7,371 $ 7,237
--------- ---------
--------- ---------
</TABLE>
NOTE 9--OTHER CURRENT ASSETS
Other current assets consisted of the following:
<TABLE>
<CAPTION>
DECEMBER 31,
--------------------
<S> <C> <C>
1998 1997
--------- ---------
<CAPTION>
(IN THOUSANDS)
<S> <C> <C>
Prepaid data royalties..................................................... $ 2,505 $ 2,578
Prepaid equipment maintenance.............................................. 828 638
Receivable from affiliate.................................................. 692 --
Prepaid commissions........................................................ 597 730
Computer inventory......................................................... 230 412
Other...................................................................... 874 912
--------- ---------
Total.................................................................. $ 5,726 $ 5,270
--------- ---------
--------- ---------
</TABLE>
37
<PAGE>
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 10--PROPERTY AND EQUIPMENT
Property and equipment consisted of the following:
<TABLE>
<CAPTION>
DECEMBER 31,
--------------------
<S> <C> <C>
1998 1997
--------- ---------
<CAPTION>
(IN THOUSANDS)
<S> <C> <C>
Computer equipment...................................................... $ 33,141 $ 27,321
Purchased software, licenses and databases.............................. 5,611 4,334
Furniture and other equipment........................................... 6,015 4,255
Leasehold improvements.................................................. 2,882 583
Building and land....................................................... 1,796 --
--------- ---------
Total, gross........................................................ 49,445 36,493
Less accumulated depreciation........................................... (34,494) (26,793)
--------- ---------
Total, net.......................................................... $ 14,951 $ 9,700
--------- ---------
--------- ---------
</TABLE>
As of December 31, 1998 and 1997, computer equipment, net of accumulated
depreciation, that is on lease to certain customers under operating leases of
$1.5 million and $2.4 million, respectively, is included in computer equipment.
Future minimum rentals under noncancelable customer leases aggregate
approximately $1.4 million and $0.5 million in 1999 and 2000, respectively.
NOTE 11--GOODWILL
Goodwill consisted of the following:
<TABLE>
<CAPTION>
DECEMBER 31,
--------------------
<S> <C> <C>
1998 1997
--------- ---------
<CAPTION>
(IN THOUSANDS)
<S> <C> <C>
CCC acquisition (1988).................................................. $ 16,458 $ 16,458
UCOP acquisition (1994)................................................. 3,665 3,665
CCC International acquisition (1998).................................... 1,910 --
PCSI acquisition (1998)................................................. 2,611 --
--------- ---------
Total, gross........................................................ 24,644 20,123
Less accumulated amortization........................................... (11,845) (10,238)
--------- ---------
Total, net.......................................................... $ 12,799 $ 9,885
--------- ---------
--------- ---------
</TABLE>
38
<PAGE>
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 12--ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable and accrued expenses consisted of the following:
<TABLE>
<CAPTION>
DECEMBER 31,
--------------------
<S> <C> <C>
1998 1997
--------- ---------
<CAPTION>
(IN THOUSANDS)
<S> <C> <C>
Accounts payable........................................................ $ 10,365 $ 6,138
Compensation............................................................ 3,849 6,492
Professional fees....................................................... 2,858 1,983
Litigation settlement................................................... 1,650 --
Sales tax............................................................... 1,398 1,237
Health insurance........................................................ 1,149 323
Commissions............................................................. 680 1,521
Other, net.............................................................. 1,179 689
--------- ---------
Total................................................................... $ 23,128 $ 18,383
--------- ---------
--------- ---------
</TABLE>
NOTE 13--LONG-TERM DEBT
On October 28, 1998, the credit facility between CCC and the commercial bank
was amended and restated. Under the amended credit facility, CCC increased its
ability to borrow under the revolving line of credit from $20 million to $50
million. In addition, the maturity date of the credit facility was extended to
October 31, 2003. The interest rate under the amended bank credit facility is
the London Interbank Offering Rate (LIBOR) plus 1.0% or the prime rate in effect
from time to time, as selected by CCC. CCC pays a commitment fee of 0.25% on any
unused portion of the revolving credit facility. When borrowings are
outstanding, interest payments are due quarterly.
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 investments and declare dividends.
The Company made cash interest payments of $0.1 million, $0.1 million and
$2.6 million during the year ended December 31, 1998, 1997 and 1996,
respectively.
Long-term debt consisted of the following:
<TABLE>
<CAPTION>
DECEMBER 31,
--------------------
<S> <C> <C>
1998 1997
--------- ---------
<CAPTION>
(IN THOUSANDS)
<S> <C> <C>
Bank revolving credit facility............................................ $ 11,000 $ --
Capital lease obligations................................................. -- 111
--------- ---------
Total debt............................................................ 11,000 111
Due within one year....................................................... (--) (111)
--------- ---------
Due after one year........................................................ $ 11,000 $ --
--------- ---------
--------- ---------
</TABLE>
39
<PAGE>
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 13--LONG-TERM DEBT (CONTINUED)
The bank revolving credit facility balance of $11.0 million is due on
October 31, 2003, the maturity date of the bank credit facility.
NOTE 14--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 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
40
<PAGE>
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 14--MANDATORILY REDEEMABLE PREFERRED STOCK (CONTINUED)
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 15--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. On May 29, 1998, the Company made
an offer to White River to redeem all outstanding Preferred Stock. This
redemption offer was declined by White River. Accordingly, under the terms of
the Preferred Stock, the dividend rate on the Preferred Stock subject to the
redemption offer was reduced from 8% to 1%.
On December 31, 1998, the Company redeemed all of the Series C Preferred
stock outstanding and 3,601 Shares of Series D Preferred Stock at a discounted
value of 14% of the future redemption value and stated dividends plus accrued
dividends as of December 31, 1998. As a result of this early redemption
discount, the Company recorded a gain of $0.2 million on early redemption of
Preferred Stock. This amount was included in the dividends and accretion line in
the Company's consolidated statement of operations. At December 31, 1998, 184
Shares of Series D Preferred Stock and 500 Shares of Series E Preferred Stock
are issued and outstanding.
NOTE 15--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 it's 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.
41
<PAGE>
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 16--BENEFIT PLAN
The Company sponsors a defined contribution savings and investment plan.
Participation in the plan is voluntary, with substantially all employees
eligible to participate. Expenses related to the plan consist primarily of
Company contributions which are based on percentages of certain employees
contributions. Defined contribution expense for 1998, 1997 and 1996 was $0.7
million, $0.5 million and $0.4 million, respectively.
NOTE 17--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. On August 25, 1998, the
1997 stock option plan was amended to increase the number of shares available to
be granted to 1,500,000 shares. In addition, the term of the option was extended
from 5 years to 10 years on new stock option grants.
On September 23, 1998, the Company's Board of Directors approved a one-time
stock option exchange program, whereby all non-executive management option
holders could exchange their outstanding options for new options at a strike
price of $12.125. The 164,975 stock options that were part of the exchange
program are included in the 1998 option activity below as corresponding grants
and terminations.
42
<PAGE>
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 17--STOCK OPTION PLAN (CONTINUED)
Option activity during 1998, 1997 and 1996 is summarized below:
<TABLE>
<CAPTION>
1998 1997 1996
----------------------- ------------------------ -----------------------
<S> <C> <C> <C> <C> <C> <C>
WEIGHTED WEIGHTED WEIGHTED
AVERAGE AVERAGE AVERAGE
SHARES PRICE SHARES PRICE SHARES PRICE
---------- ----------- ----------- ----------- ---------- -----------
Options Outstanding:
Beginning of year....................... 1,815,603 $ 6.62 2,679,939 $ 3.29 2,956,040 $ 1.93
Granted................................. 901,375 13.95 337,500 16.61 409,280 11.20
Exercised............................... (468,644) 2.24 (1,105,555) 1.59 (256,540) 1.43
Surrendered or terminated............... (273,284) 16.50 (96,281) 5.12 (428,841) 2.47
---------- ----- ----------- ----- ---------- -----
End of year........................... 1,975,050 $ 9.64 1,815,603 $ 6.62 2,679,939 $ 3.29
---------- ----- ----------- ----- ---------- -----
---------- ----- ----------- ----- ---------- -----
Options exercisable at year-end........... 761,653 $ 5.72 959,605 $ 3.51 1,764,774 $ 2.11
---------- ----- ----------- ----- ---------- -----
---------- ----- ----------- ----- ---------- -----
Weighted-average fair value of options
granted during the year................. $ 13.85 $ 15.31 $ 11.20
---------- ----------- ----------
---------- ----------- ----------
</TABLE>
The next table summarizes information about fixed stock options outstanding
at December 31, 1998:
<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............................... 161,480 5.02 $ 1.38 161,480 $ 1.38
$ 1.75 to $ 2.13............................... 287,770 1.26 $ 1.81 197,587 $ 1.81
$ 4.38 to $ 4.38............................... 189,680 1.95 $ 4.38 147,264 $ 4.38
$11.20 to $11.20............................... 353,045 2.50 $ 11.20 206,197 $ 11.20
$12.00 to $12.75............................... 763,225 9.06 $ 12.20 18,500 $ 12.75
$16.50 to $19.75............................... 172,500 5.31 $ 18.32 30,500 $ 19.03
$21.25 to $21.88............................... 47,350 4.08 $ 21.87 125 $ 21.25
----------- -----------
$1.38 to $21.88................................ 1,975,050 5.72 $ 9.64 761,653 $ 5.72
----------- -----------
----------- -----------
</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 32%, 31% and 30% for 1998, 1997 and 1996, respectively;
and a risk-free interest rate of 4.7%, 6.4% and 6.5% for 1998, 1997 and 1996,
respectively. In addition, the Company assumed an expected option life of 4.5
years to 5.5 years for 1998 and 4.5 years for both 1997 and 1996. No dividend
yield was assumed for all 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,
43
<PAGE>
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 17--STOCK OPTION PLAN (CONTINUED)
the Company's net income applicable to common stock and related per share
amounts would have been reduced as indicated below:
<TABLE>
<CAPTION>
1998 1997 1996
--------- --------- ---------
<S> <C> <C> <C>
(IN THOUSANDS, EXCEPT
PER SHARE DATA)
Net income (loss) applicable to common stock:
As reported................................................... $ (81) $ 15,467 $ 8,150
Pro forma..................................................... $ (836) $ 15,026 $ 7,864
Per share net income (loss) applicable to common stock assuming
dilution:
As reported................................................... $ -- $ 0.62 $ 0.40
Pro forma..................................................... $ (0.03) $ 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
1998, 1997 and 1996 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 18--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
earnings per share for the years ended December 31, 1998, 1997 and 1996, is
presented below (in thousands, except per share data):
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------
1998 1997 1996
--------- --------- ---------
<S> <C> <C> <C>
Income (loss) before extraordinary item........................................... $ (81) $ 15,832 $ 15,522
Extraordinary loss on early retirement of debt, net of income taxes............... -- -- (678)
Less: Dividends and accretion on mandatorily redeemable preferred stock........... 43 (365) (6,694)
--------- --------- ---------
Income (loss) applicable to common stock.......................................... $ (38) $ 15,467 $ 8,150
--------- --------- ---------
--------- --------- ---------
Weighted average common shares.................................................... 24,616 23,807 19,056
--------- --------- ---------
Effect of common stock options.................................................... 572 1,152 1,311
--------- --------- ---------
Weighted average diluted shares................................................... 25,188 24,959 20,367
--------- --------- ---------
--------- --------- ---------
Basic earnings per common share................................................... $ -- $ 0.65 $ 0.43
--------- --------- ---------
--------- --------- ---------
Diluted earnings per common share................................................. $ -- $ 0.62 $ 0.40
--------- --------- ---------
--------- --------- ---------
</TABLE>
Options to purchase a weighted average number of 251,136 shares and 70,528
shares of common stock for 1998 and 1997, respectively, 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 price of these options
ranged from $18.25 to $27.50 per share. At December 31, 1998, 169,350 of these
options, which expire in the range of 2002 through 2003, were still outstanding.
44
<PAGE>
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 19--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, 1998, future minimum
cash lease payments were as follows:
<TABLE>
<CAPTION>
(IN THOUSANDS)
--------------
<S> <C>
1999.......................................................................... $ 6,040
2000.......................................................................... 4,386
2001.......................................................................... 2,907
2002.......................................................................... 2,723
2003.......................................................................... 2,792
Thereafter.................................................................... 12,374
-------
Total......................................................................... $ 31,222
-------
-------
</TABLE>
During 1998, 1997 and 1996, operating lease expense was $5.1 million, $3.5
million and $3.2 million, respectively.
The Company has a $0.2 million letter of credit available until October
2003. Under the terms of this agreement, interest rates are determined at the
time of borrowing. There was no amount outstanding under the letter of credit at
December 31, 1998.
During the first quarter of 1999, the Company entered into a settlement with
a service provider for amounts paid in prior years which would result in a
partial refund. Pursuant to the terms of the settlement, the Company expects to
receive credits of approximately $0.8 million in March of 1999.
45
<PAGE>
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 20--BUSINESS SEGMENTS
FASB Statement No. 131, "Disclosures About Segments for Enterprise and
Related Information," requires companies to provide certain information about
their operating segments.
The Company has three reportable segments; Insurance Services, Automotive
Services and Consumer Processing Services. The Insurance Services Division sells
products and services which assist their customers in managing total loss and
repairable auto claims as well as a product to assist in the underwriting of
insurance. The Automotive Services Division sells products and services which
assist their customers in managing repairable auto claims. The Consumer
Processing Services Division sells products and services which provide complete
outsourcing services on all aspects of the claim process.
The Company's reportable segments are based upon the nature of the products
and services within the Company and the methods used to distribute these
products and services. The Company is organized into revenue producing divisions
and support organizations (product development and customer support) tasked with
facilitating the performance of the revenue producing divisions. Division
expenses represent principally salaries and related employee expenses directly
related to the Division's activities. Each revenue division and support
organization is led by a vice president that reports to either the Chief
Operating Officer or the Chief Executive Officer. Management evaluates
performance at the total company profit level and at the product revenue level.
The support organization costs are not currently allocated to the revenue
producing divisions and includes product engineering, management information
systems, customer support and finance and administration costs.
<TABLE>
<CAPTION>
CONSUMER
INSURANCE AUTOMOTIVE PROCESSING
SERVICES SERVICES SERVICES OTHER* TOTAL
---------- ----------- ----------- ---------- -----------
<S> <C> <C> <C> <C> <C>
1998
Net Revenue......................................... $ 101,376 $ 63,455 $ 22,710 $ 628 $ 188,169
Expenses............................................ (29,183) (37,009) (21,247) (80,731) (168,170)
---------- ----------- ----------- ---------- -----------
72,193 26,446 1,463 (80,103) 19,999
Equity in loss of affiliates........................ (11,658) -- -- -- (11,658)
---------- ----------- ----------- ---------- -----------
Division operating margin........................... $ 60,535 $ 26,446 $ 1,463 $ (80,103) $ 8,341
---------- ----------- ----------- ---------- -----------
---------- ----------- ----------- ---------- -----------
Accounts receivable................................. $ 13,197 $ 2,183 $ 7,066 $ 766 $ 23,212
---------- ----------- ----------- ---------- -----------
---------- ----------- ----------- ---------- -----------
1997
Net Revenue......................................... $ 96,355 $ 51,060 $ 9,615 $ 2,076 $ 159,106
Expenses............................................ (30,615) (26,806) (7,073) (68,907) (133,401)
---------- ----------- ----------- ---------- -----------
Division operating margin........................... $ 65,740 $ 24,254 $ 2,542 $ (66,831) $ 25,705
---------- ----------- ----------- ---------- -----------
---------- ----------- ----------- ---------- -----------
Accounts receivable................................. $ 10,974 $ 2,737 $ 3,415 $ 1,176 $ 18,302
---------- ----------- ----------- ---------- -----------
---------- ----------- ----------- ---------- -----------
1996
Net Revenue......................................... $ 83,188 $ 38,478 $ 7,191 $ 2,120 $ 130,977
Expenses............................................ (25,779) (21,730) (5,010) (58,327) (110,846)
---------- ----------- ----------- ---------- -----------
Division operating margin........................... $ 57,409 $ 16,748 $ 2,181 $ (56,207) $ 20,131
---------- ----------- ----------- ---------- -----------
---------- ----------- ----------- ---------- -----------
Accounts receivable................................. $ 7,443 $ 419 $ 1,720 $ 190 $ 9,772
---------- ----------- ----------- ---------- -----------
---------- ----------- ----------- ---------- -----------
</TABLE>
46
<PAGE>
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 20--BUSINESS SEGMENTS (CONTINUED)
* Other net revenue includes a discontinued product which provided new and
used car pricing to consumers. Other expenses include support costs.
Net revenue by major products include:
<TABLE>
<CAPTION>
1998 1997 1996
---------- ---------- ----------
<S> <C> <C> <C>
Net Revenue
Pathways Workstation/Collision Estimating Services and Products.............. $ 102,381 $ 83,988 $ 64,248
Vehicle Valuation Services and Products...................................... 50,827 50,287 45,542
Claims Outsourcing Services and Products TPA................................. 12,856 1,128 --
ACCESS....................................................................... 7,202 6,636 5,286
Other........................................................................ 14,902 17,067 15,901
---------- ---------- ----------
$ 188,169 $ 159,106 $ 130,977
---------- ---------- ----------
</TABLE>
NOTE 21--LEGAL PROCEEDINGS
In March 1999, the Company completed settlement of a lawsuit involving a
former independent sales representative. The settlement resulted in a charge of
$1.7 million including among other things payment for past earned commissions,
resolution of disputed commissions and other costs associated with the
resolution of the dispute.
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 22--SUMMARIZED QUARTERLY OPERATING RESULTS (UNAUDITED)
The first, second and third quarters of 1998 were restated to reflect the
investment in InsurQuote on the equity method of accounting. A comparison
between as originally reported and as restated follows:
<TABLE>
<CAPTION>
1998
-------------------------------
FIRST SECOND THIRD
--------- --------- ---------
<S> <C> <C> <C>
Net income as originally reported.................................................... $ 4,307 $ 2,886 $ 2,836
Net income per diluted share as originally reported.................................. $ 0.17 $ 0.11 $ 0.11
Net income (loss) as restated........................................................ $ 3,005 $ (379) $ (598)
Net income (loss) per diluted share as restated...................................... $ 0.12 $ (0.01) $ (0.02)
</TABLE>
The following table sets forth unaudited consolidated statements of
operations for the quarters in the years ended December 31, 1998 and 1997. 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.
47
<PAGE>
NOTE 22--SUMMARIZED QUARTERLY OPERATING RESULTS (UNAUDITED) (CONTINUED)
<TABLE>
<CAPTION>
1998 1997
-------------------------------------------- ------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
FIRST SECOND THIRD FOURTH FIRST SECOND THIRD FOURTH
--------- --------- --------- ----------- --------- --------- --------- ---------
Revenues............................ $ 44,691 $ 46,147 48,048 $ 49,283 $ 36,777 $ 38,289 $ 40,457 $ 43,583
Operating expenses.................. 37,535 39,751 43,449 44,078 31,090 31,913 33,938 36,460
Litigation settlement (1)........... -- -- -- 1,650 -- -- -- --
Relocation of claims settlement
function (2)...................... -- 1,707 -- -- -- -- -- --
--------- --------- --------- ----------- --------- --------- --------- ---------
Operating income.................... 7,156 4,689 4,599 3,555 5,687 6,376 6,519 7,123
Interest expense.................... (64) (1) (61) (132) (37) (35) (34) (33)
Other income, net................... 350 112 172 63 279 350 431 445
--------- --------- --------- ----------- --------- --------- --------- ---------
Income from operations before income
taxes............................. 7,442 4,800 4,710 3,486 5,929 6,691 6,916 7,535
Income tax provision................ (3,162) (2,046) (2,125) (1,527) (2,510) (2,804) (2,908) (3,017)
--------- --------- --------- ----------- --------- --------- --------- ---------
Income from operations before equity
losses and minority interest...... 4,280 2,754 2,585 1,959 3,419 3,887 4,008 4,518
Equity in net losses of affiliates.. (1,181) (3,036) (3,203) (4,238) -- -- -- --
Minority share in earnings of
subsidiaries...................... -- -- 14 (15) -- -- -- --
--------- --------- --------- ----------- --------- --------- --------- ---------
Net income (loss)................... 3,099 (282) (604) (2,294) 3,419 3,887 4,008 4,518
Dividends and accretions on
mandatorily redeemable preferred
stock............................. (94) (97) 6 228 (88) (90) (93) (94)
--------- --------- --------- ----------- --------- --------- --------- ---------
Net income (loss) applicable to
common stock...................... $ 3,005 $ (379) $ (598) $ (2,066) $ 3,331 $ 3,797 $ 3,915 $ 4,424
--------- --------- --------- ----------- --------- --------- --------- ---------
--------- --------- --------- ----------- --------- --------- --------- ---------
PER SHARE DATA:
INCOME (LOSS) PER COMMON
SHARE--BASIC
Net income (loss) applicable to
common stock...................... $ 0.12 $ (0.02) $ (0.02) $ (0.09) $ 0.14 $ 0.16 $ 0.16 $ 0.18
--------- --------- --------- ----------- --------- --------- --------- ---------
--------- --------- --------- ----------- --------- --------- --------- ---------
INCOME (LOSS) PER COMMON
SHARE--DILUTED
Net income (loss) applicable to
common stock.................... $ 0.12 $ (0.01) $ (0.02) $ (0.09) $ 0.13 $ 0.15 $ 0.16 $ 0.18
--------- --------- --------- ----------- --------- --------- --------- ---------
--------- --------- --------- ----------- --------- --------- --------- ---------
Weighted average shares outstanding:
Basic............................. 24,638 24,859 24,998 23,972 23,511 23,661 23,853 24,194
Diluted........................... 25,418 25,493 25,388 24,297 24,802 24,848 24,997 25,182
</TABLE>
- ------------------------
(1) See Note 21--Legal Proceedings
(2) See Note 6--Relocation of Claims Settlement Function
48
<PAGE>
CCC INFORMATION SERVICES GROUP, INC.
AND SUBSIDIARIES
SUPPLEMENTAL FINANCIAL STATEMENT SCHEDULES
SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
(IN THOUSANDS)
<TABLE>
<CAPTION>
BALANCE AT
BEGINNING OF CHARGED TO COSTS CHARGED TO OTHER BALANCE AT END
DESCRIPTION PERIOD AND EXPENSES ACCOUNTS ADDITIONS/DEDUCTIONS OF PERIOD
- ------------------------- ------------- ----------------- --------------------- --------------------- ---------------
<S> <C> <C> <C> <C> <C>
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
1998 Allowance for
Doubtful Accounts........ 2,663 8,331 22(b) (7,758 (a) 3,258
1996 Deferred Income Tax
Valuation Allowance...... 4,963 -- -- (4,679 (c) 284
1997 Deferred Income Tax
Valuation Allowance...... 284 -- -- 9 293
1998 Deferred Income Tax
Valuation Allowance...... 293 -- -- 48 341
</TABLE>
- ------------------------
(a) Accounts receivable write-offs, net of recoveries.
(b) Opening reserve balance for Professional Claims Services Inc.
(c) Reversal of deferred tax valuation allowances.
49
<PAGE>
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
EXHIBIT INDEX
<TABLE>
<S> <C>
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)
4.1* Amended and Restated Stockholders' Agreement
4.2 Series C Preferred Designations (incorporated herein by reference to Exhibit 4.4 of
the Company's Registration Statement on Form S-1, Commission File No. 333-07287
4.3 Series D Preferred Designations (incorporated herein by reference to Exhibit 4.5 of
the Company's Registration Statement on Form S-1, Commission File No. 333-07287
4.4 Series E Preferred Designations (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* Amended and Restated Credit Facility Agreement between CCC Information Services
Inc., LaSalle National Bank and the other financial institutions party thereto
10.2 Amended and Restated Motor Crash Estimating Guide Data License
10.3* European Version of Motor Crash Estimating Guide Data License
10.4 Stock Option Plan (incorporated herein by reference to Exhibit 4.03 of the Company's
Registration Statement on Form S-8, Commission File Number 333-15207 filed October
31, 1996)
10.5 1997 Stock Option Plan as amended (incorporated herein by reference to Exhibit 4.05
of the Company's Registration Statement on Form S-8, Commission File Number
333-67645 filed November 20, 1998)
10.6 401(K) Company Retirement Saving & Investment Savings Plan (incorporated herein by
reference to Exhibit 4.4 of the Company's Registration Statement on Form S-8,
Commission Number 333-32139 filed July 25, 1997)
10.7 Employee Stock Purchase Plan (incorporated herein by reference to Exhibit 5.01 of
the Company's Registration Statement on Form S-8, Commission File Number 33-47205
filed March 2, 1998)
10.8 Securities Purchase Agreement between Company and InsurQuote Systems Inc. dated
February 10, 1998 (incorporated herein by reference to Exhibit 10.7 of the Company's
Quarterly Report on Form 10-Q, Commission File Number 000-28600 filed May 15, 1998)
10.9 Investment Agreement between Company and InsurQuote Systems Inc. dated February 10,
1998 (incorporated herein by reference to Exhibit 10.8 of the Company's Quarterly
Report on Form 10-Q, Commission File Number 000-28600 filed May15, 1998)
10.10 Common Stock Warrant to purchase 440,350 shares of InsurQuote Systems Inc. dated
February 10, 1998 (incorporated herein by reference to Exhibit 10.9 of the Company's
Quarterly Report on Form 10-Q, Commission File Number 000-28600 filed May 15, 1998)
10.11* Sale and Purchase Agreement between the Company and Phillip Carter dated July 1,
1998
11* Statement Re: Computation of Per Share Earnings
13 InsurQuote Systems, Inc. Audited Consolidated Financial Statements for Year Ended
June 30, 1998
21* List of Subsidiaries
23* Consent of PricewaterhouseCoopers LLP
27.1* Financial Data Schedule for year end 12/31/98
27.2* Financial Data Schedule Restated for 9 months ended 9/30/98
27.3* Financial Data Schedule Restated for 6 months ended 6/30/98
27.4* Financial Data Schedule Restated for 3 months ended 3/31/98
</TABLE>
- ------------------------
* Filed previously.
50
<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.
<TABLE>
<S> <C> <C> <C> <C>
Date: March 31, 1999 CCC INFORMATION SERVICES GROUP
By: /s/ DAVID M. PHILLIPS By: /s/ DUDLEY C. MECUM
Name: ----------------------------------- Name: -----------------------------------
Title: David M. Phillips Title: Dudley C. Mecum
Chairman and Chief Executive Officer Director
By: /s/ LEONARD L. CIARROCCHI By: /s/ GITHESH RAMAMURTHY
Name: ----------------------------------- Name: -----------------------------------
Title: Leonard L. Ciarrocchi Title: Githesh Ramamurthy
Executive Vice President and Chief Financial Director
Officer
By: /s/ MICHAEL P. DEVEREUX By: /s/ MARK A. ROSEN
Name: ----------------------------------- Name: -----------------------------------
Title: Michael P. Devereux Title: Mark A. Rosen
Vice President, Controller and Chief Accounting Director
Officer
By: /s/ MORGAN W. DAVIS By: /s/ MICHAEL R. STANFIELD
Name: ----------------------------------- Name: -----------------------------------
Title: Morgan W. Davis Title: Michael R. Stanfield
Director Director
By: /s/ MICHAEL R. EISENSON By: /s/ HERBERT S. WINOKUR
Name: ----------------------------------- Name: -----------------------------------
Title: Michael R. Eisenson Title: Herbert S. Winokur
Director Director
By: /s/ THOMAS L. KEMPNER
Name: -----------------------------------
Title: Thomas L. Kempner
Director
</TABLE>
51
<PAGE>
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
<TABLE>
<S> <C>
Directors Morgan W. Davis
Insurance Operating Officer
White Mountain Holdings Inc.
Michael R. Eisenson
President and Chief Executive Officer
Charlesbank Capital Partners LLC
Thomas L. Kempner
Chairman and Chief Executive Officer
Loeb Partners Corporation
Dudley C. Mecum
General Partner
Capricorn Holdings, LLC
David M. Phillips
Chairman and Chief Executive Officer
CCC Information Services Group Inc.
Githesh Ramamurthy
President and Chief Operating Officer
CCC Information Services Group Inc.
Mark A. Rosen
Managing Director
Charlesbank Capital Partners LLC
Michael R. Stanfield
Managing Director
Loeb Partners Corporation
Herbert S. "Pug" Winokur
Chairman and Chief Executive Officer
Capricorn Holdings LLC
Daniel "Deke" Jackson
Director Emeritus
Jackson LLC
Executive David M. Phillips
Officers Chairman and Chief Executive Officer
J. Laurence Costin Jr.
Vice Chairman
Githesh Ramamurthy
President and Chief Operating Officer
John Buckner
President Automotive Services Division
Blaine R. Ornburg
President CCC Consumer Processing Services Inc.
</TABLE>
52
<PAGE>
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
<TABLE>
<S> <C>
Executive Phillip Carter
Officers President CCC International
(continued)
Richard J. Radi
Executive Vice President Insurance Services Division
Mary Jo Prigge
Executive Vice President Claims Settlement Division
Robert Milburn
Executive Vice President Product Development
Leonard L. Ciarrocchi
Executive Vice President and Chief Financial Officer
Michael P. Devereux
Vice President, Controller and Chief Accounting Officer
</TABLE>
53
<PAGE>
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
CORPORATE INFORMATION
<TABLE>
<S> <C>
CORPORATE OFFICE ANNUAL MEETING
World Trade Center Chicago The 1999 Annual Meeting of Stockholders will
444 Merchandise Mart be held on April 29, 1999 at 10:00 a.m. at
Chicago, Illinois 60654 the Westin River North Hotel, 320 North
(312) 222-4636 Dearborn Avenue, Chicago, Illinois
TRANSFER AGENT REGISTRAR FOR COMMON STOCK INDEPENDENT ACCOUNTANTS
Harris Trust and Savings Bank PricewaterhouseCoopers LLP
Shareholder Communications 200 East Randolph Drive
P.O. Box A3504 Chicago, Illinois 60601
Chicago, Illinois 60690-3504 STOCKHOLDER AND INVESTMENT
(312)-360-5213 COMMUNITY INQUIRIES
(312)-461-5633 (TDD) Written inquiries should be sent to the Chief
STOCKHOLDER SERVICES Financial Officer at the Company's corporate
You should deal with the Transfer Agent for office.
the stockholder services listed below: ADDITIONAL INFORMATION
Change of Mailing Address This Annual Report on Form 10-K provides all
Consolidation of Multiple Accounts annual information filed with the Securities
Elimination of Duplicate Report Mailings and Exchange Commission, except for exhibits.
Lost or Stolen Certificates A listing of exhibits appears on page 50 of
Transfer Requirements this Form 10-K. Copies of exhibits will be
Duplicate 1099 Forms provided upon request for a nominal charge.
Please be prepared to provide your tax Written requests should be directed to the
identification or social security number, Investor Relations Department at the
description of securities and address of Company's corporate office.
record.
STOCK LISTING AND TRADING SYMBOL
The Company's common stock is listed on the
Nasdaq National Market System. The trading
symbol is CCCG.
</TABLE>
54
<PAGE>
EXHIBIT 10.2
MOTOR CRASH ESTIMATING GUIDES
DATABASE LICENSE AGREEMENT
AGREEMENT made as of this 1st day of April, 1998, between Motor
Information Systems, a unit of Hearst Business Publishing, Inc., a Delaware
corporation, with offices at 5600 Crooks Road, Suite 200, Troy, Michigan 48098
(hereinafter "Licensor'), and CCC Information Services Inc. ("CCCIS"), a
Delaware corporation, with offices at World Trade Center Chicago, 444
Merchandise Mart, Chicago, IL 60654-1005 and CCC Information Services Group
Inc., formerly InfoVest Corporation, formerly known as Financial Protection
Services, Inc. ("CCCISG"), a Delaware corporation with offices at World Trade
Center Chicago, 444 Merchandise Mart, Chicago, IL 60654-1005 (CCCIS and CCCISG
hereinafter jointly and severally "Licensee").
WHEREAS, Licensor, as the successor to Motor Publications and Motor
Books, has title to and ownership of printed Motor Crash Estimating Guides (the
"Periodicals") and electronic database versions which contain the data and
illustrations set forth in the Periodicals, together with additional data
fields, layouts and illustrations described in Schedule A, attached hereto, as
amended from time to time (the "Database"), exclusive of any datum which is not
the subject of a copyright or other ownership right in favor of Licensor as more
specifically set forth in Schedule A, and
WHEREAS, Licensor and CCC Development Company, CCC Vehicle Damage
Estimators, Inc., CCCIS and CCCISG, entered into an amended and restated
Database License Agreement as of May 1, 1992 and White River Corporation and
White River Ventures, Inc. agreed to be included as additional Licensee parties
to the May 1, 1992 Database License Agreement by letter agreement dated June 15,
1994, and
WHEREAS, Licensor and Licensee now desire to restate and supersede the
May 1, 1992 Database License Agreement (except as to the Hein-Werner amendment,
which is hereby deemed an amendment to this Agreement and subject to the terms
of this Agreement) in order to grant Licensee an exclusive license to use the
Database within the United States, Canada, Puerto Rico and the geographical area
generally known as the Caribbean (collectively the "Territory") and to
sublicense the Database to certain duly
1
<PAGE>
licensed value added remarketers ("VARS") located in the Territory and through
such VARS, or directly, to duly licensed automotive industry and/or insurance
industry (which includes independent appraisers) businesses (the "End-Users")
located in the Territory to enable them to access the Database information on a
computer or work station with Licensee's collision estimating software programs
or any derivative works, or other application software programs (collectively
the "Software") used to electronically estimate collision costs as part of
Licensee's EZEST and Pathways (or successor names) systems and derivative works
comprised of the Software and the Database (the "Systems").
NOW, THEREFORE, in consideration of the foregoing premises and the
terms and conditions hereinafter set forth, the parties hereby agree as follows:
1. (a) Licensor hereby grants Licensee an exclusive license, subject to
the rights of Licensor's existing VARS in accordance with Section 11, to use the
Database described in Schedule A within the Territory in accordance with the
terms of this Agreement. Licensor agrees to provide Licensee with the Database
and to perform the services in accordance with Schedule A.
(b) Unless a Licensee subsidiary or affiliate is a party to this
Agreement and has executed a counterpart hereof, it shall not be entitled to use
the Database and none of the rights and benefits of Licensee shall extend to
such subsidiary or affiliate. An if affiliate" shall be any entity directly or
indirectly in control of, controlled by, or under common control with a Licensee
party. The term "control" (including the terms to controlling", "in control of',
"controlled by" and "under common control with") means the possession, direct or
indirect, of the power to direct or cause the direction of the management and
policies of a person, whether through the ownership of voting securities, by
contract, or otherwise.
2. Licensee acknowledges that the Database is confidential, proprietary
material owned and copyrighted by Licensor. Licensee agrees that the Licensor
shall retain exclusive ownership of the Database, new editions, updates, new
releases and all modifications and enhancements, versions, and derivative works
thereof, all of which will be deemed included in the term "Database", and such
ownership rights of Licensor shall
2
<PAGE>
include all literary property rights, copyrights, trademarks, trade secrets,
trade names or service marks, including goodwill relating thereto.
3. The Database is intended for use solely by Licensee for (1)
marketing, demonstration, sub-licensing and distribution of authorized copies on
any media now in existence or hereafter developed to duly licensed End-Users for
use with the Software as part of the Systems to electronically estimate
collision costs and (ii) performing on behalf of End-Users collision estimating
services utilizing the Database with the Software as part of the Systems, in
which event Licensee shall be subject to the obligations of an End-User. In the
event that the Software and the Systems permit an End-User to manually or
automatically override the Database, Licensee's Software and the Systems will
mark all estimates and invoices with an asterisk to denote any elements of the
estimate or invoice which are not exactly as in the Database information
provided by Licensor. Except as expressly permitted in this Agreement, Licensee
agrees not to copy, modify, sublicense, assign, transfer or resell the Database,
in whole or in part. Licensee further agrees not to establish or act as a
service bureau for insurance companies or others whereby Licensee utilizes the
Database to directly or indirectly prepare estimates, supplements to estimates
and/or invoices for and on behalf of insurance companies or others unless
Licensee itself has executed an End-User Agreement. Licensee agrees to use its
best efforts to restrict access to the Database to duly licensed End-Users and
designated employees and to use its best efforts to prevent violation of these
restrictions by agents, employees, and others, taking such steps and security
precautions as may reasonably be necessary to ensure compliance herewith. In the
event that Licensee discovers any breach by an End-User of any of the
restrictions on use of the Database, Licensee shall take immediate steps to
remedy such breach and if such breach cannot be remedied to terminate such
End-User's license. Licensee agrees to encrypt, compile, or otherwise secure
each End-User file to prevent the use of the file after a given date as
appropriate under the terms of the End-User license. Licensee further agrees to
use reasonable efforts to monitor compliance by End-Users and VARS with the
restrictions on the use of the Database and cooperate with Licensor and take
necessary and appropriate legal action in asserting any and all claims against
an End-User or VAR for the unauthorized use of the Database, it being
3
<PAGE>
understood that Licensor will pay the costs of such legal action except if the
End-User or VAR has also infringed the Software, in which event the costs
associated with the protection of the Software shall be borne by Licensee and if
no allocation is made, the parties' costs will be shared.
4. Licensee agrees to submit to the Licensor, for approval in advance,
all advertising copy and promotional material regarding the Database, and to
identify the Licensor as the copyright owner and trademark registrant in such
copy and material and the computer screen where appropriate to give notice to
End-Users, and to label all copies of advertising, promotional material and
Database distributed to End-Users and VARS, and on printed estimates from the
Systems accordingly. Any objection of the Licensor to the Licensee's advertising
or promotional material must be reasonable and must be made in writing within
ten (10) days from the date that such material is submitted by the Licensee to
the Licensor for review. If such approval is not received within such ten (10)
day period, Licensor shall be deemed to have approved any such advertising or
promotional material. Licensee shall be accorded the same right of pre-approval
of Licensor's advertising or promotional material regarding the Software as
Licensor has with respect to Licensee's advertising regarding the Database.
5. Licensee shall require that all End-Users sign agreements
substantially in the form of the Software and Database License Agreements (body
shop/insurance industry - with or without equipment) (each the "End-User
Agreement") or, if appropriate, a Licensor approved form of Database trial
agreement ("Evaluation Agreement"), attached hereto as Exhibits I (a-e), prior
to End-Users receiving copies of the Database or Licensee performing Section 3
(ii) services for End-Users. Licensee shall be free to establish End-User
Agreement fees, however, Licensee shall obtain the prior written consent of the
Licensor to any other proposed change in terms and conditions of End-User
Agreements pertaining to the Database, which is inconsistent with this Agreement
or affects Licensor's proprietary rights, restrictions on use of the Database
4
<PAGE>
or Licensor's interests therein, and any alternative form of End-User Agreement
or Evaluation Agreement to be offered to End-Users containing other provisions
regarding the Database, which is inconsistent with this Agreement or affects
Licensors proprietary rights, restrictions on use of the Database or Licensor's
interests therein, shall be approved in advance by Licensor, which shall not be
unreasonably withheld or delayed. Within ninety (90) days following the end of
the month during which End-User Agreements including the VAR End-User
Agreements, and each End-User for whom Licensee performs collision estimating
services, and VAR Agreements are executed and/or renewed, Licensee shall provide
Licensor with a written report listing the name and address and expiration date
for each such Agreement. Licensee shall be responsible for reproducing and/or
distributing to duly licensed End-Users copies of the Database in machine
readable form and for replacing defective or damaged copies. Licensee shall
maintain records of all transactions involving use of the Database with Licensee
End-Users, including End-Users for whom Licensee performs services, VARS, and
VAR End-Users, and shall provide Licensor with access to such records for
review, and to verify Licensee's, End-Users' and VARS' compliance with this
Agreement once each quarter during normal business hours upon ten (10) days
prior written notice. Licensee will not be obligated to reimburse Licensor's
reasonable costs in conducting any such audit unless Licensor discovers that any
fees payable hereunder were underpaid by five percent (5%) or more with respect
to the period which is the subject of such audit. All information produced by
Licensee for such audit shall be held in strict confidence by Licensor and shall
be used for no other purpose. Licensor's outside auditors shall be required to
sign the form of confidentiality agreement attached hereto as Exhibit A.
Licensor shall be liable for any breach of this confidentiality obligation by
its employees, agents or representatives.
6. In consideration for this Agreement and the grant of the license to
use the Database and for the services to be performed by Licensor, Licensee
agrees to pay Licensor, during the term of this Agreement, the applicable
license fees, and other applicable fees and charges provided for in and payable
in the manner and on the dates set forth in Schedule B attached hereto. Licensee
also agrees to pay any and all applicable taxes which may now or hereafter be
assessed upon the rental, license, possession and/or use of the Database by
Licensee, excluding taxes based on Licensor's income.
5
<PAGE>
7. In addition to the right to grant sublicenses to End-Users directly,
Licensor grants Licensee a limited right to sublicense the Database to VARS that
desire to sublicense the Database and the Software as a System to End-Users,
provided the VARS and their End-Users are bound by the terms and conditions and
restrictions on use set forth in this Agreement. Accordingly Licensee shall
require that all such VARS sign an agreement substantially in form of the
Distribution Agreement, attached as Exhibit 11, (the "VAR Agreement") and
Licensee shall further require that such VARS enter into End-User agreements in
substantially the same form as the End-User Agreement or, if appropriate, a
Licensor approved form of Evaluation Agreement prior to VARS' End-Users
receiving copies of the Database, provided that any change to such forms of
agreement, which is inconsistent with this Agreement or affects Licensor's
proprietary rights, restriction on use of the Database or Licensor's interest
therein shall be approved in advance by Licensor, which approval shall not be
unreasonably withheld or delayed. All references throughout this Agreement to
End-Users shall include VARS' End-Users and all references to obligations and
covenants of Licensee with respect to the Database shall be equally applicable
to VARS.
8. The initial term of this Agreement and license shall commence as of
April 1, 1998 and will expire on June 30, 2018. The term of this Agreement and
license shall be automatically renewed thereafter for two (2) successive renewal
periods of five (5) years (sixty months) each, unless either party gives written
notice to the other party of its termination of the Agreement at least two (2)
years (twenty-four months) prior to the expiration of the initial term or
renewal period, as the case may be. Within thirty (30) days following
termination of this License Agreement, Licensee shall return, postage prepaid,
or shall destroy, all copies of the tapes or other media containing the
Database, in whole or in part, and shall expunge the Database and all
machine-readable material, data or information relating thereto from its data
storage facilities, personal computers, central processing units, disks and
other media. Licensee shall not retain any Database machine-readable material,
data or information and shall cease all use of the Database. Continued use of
the Database or any information contained therein or supplied under this
Agreement after termination or expiration of this Agreement is expressly
prohibited.
6
<PAGE>
Notwithstanding the stated term of this Agreement, this Agreement and license
may be terminated (a) by Licensee without cause at anytime following the first
two (2) years (twenty four months) of the initial term, upon thirty (30) days
written notice to Licensor, provided Licensee pays Licensor the liquidated
damages required in accordance with Rider A to Schedule B, attached hereto, (b)
by Licensor upon the failure of the Licensee to make payment of license fees,
royalties and other charges due hereunder, in accordance with Schedule B, or (c)
by either party (i) upon the failure of the other party to comply with the
material terms and conditions of this Agreement, or to perform any of its
material obligations hereunder for a period of thirty (30) days after notice
thereof (sixty (60) days as to Licensor's failure to cure a performance
requirement under Schedule A as provided for in Section 10), in which event the
provisions of Section 1 0 or Rider A to Schedule B, as applicable, shall apply,
unless such failure or nonperformance is capable of being cured within a
reasonable period and commencement of the cure has commenced prior to the
expiration of such period, (ii) upon the bankruptcy or insolvency of the other
party, however evidenced, resulting in an inability or failure to perform
hereunder or inability or failure to perform any other material obligation or
agreement, which failure shall continue for a period of sixty (60) days, or
(iii) two (2) years (twenty-four months) following notice to the other party of
its intention to discontinue or abandon, as distinguished from a sale of,
publication of the Database (but not as to discontinuing publication of the
Periodicals), as to Licensor, or marketing and distributing the Software or
other similar collision estimating software system and performing collision
estimating services, as to Licensee. In the event of such to abandonment" or
"discontinuance" by either Licensor or Licensee, the parties shall negotiate in
good faith to reach mutually agreeable terms for the abandoning or discontinuing
party to sell, transfer and assign to the other party the business and assets
being abandoned or discontinued in order for the other party to continue its
business and carry out the purposes of this Agreement. The above rights of
termination are in addition to such other rights as the parties may have
hereunder or as otherwise provided by law. All End-User Agreements and VAR
Agreements and their agreements with End-Users, and collision estimating service
agreements between Licensee and End-Users shall terminate on or before
termination of this Agreement.
7
<PAGE>
9. (a) Licensor warrants its ownership rights in and to the Database
and agrees to defend, indemnify and hold Licensee harmless from, or settle at
its option, any action against Licensee, or End-Users arising from a claim that
Licensee's, or an End-User's use of the Database under this Agreement or the
End-User Agreement infringes any copyright, patent, trademark or other rights of
any third party, except with respect to Database elements for which Licensor has
no copyright or ownership right and acquired no rights as specified in Schedule
A. Licensor further warrants that it will affirmatively take all steps
reasonable and necessary to protect the Database in order to preserve its
ownership rights and copyrights in and to the Database. LICENSOR MAKES NO OTHER
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE ACCURACY OF
THE DATABASE, THE MERCHANTABILITY AND FITNESS OF THE DATABASE FOR A PARTICULAR
PURPOSE, NOR THE COMPATIBILITY OF THE DATABASE WITH LICENSEE'S, VARS' OR
END-USERS' COMPUTER HARDWARE AND/OR SOFTWARE SYSTEMS.
(b) (i) Licensee agree to defend, indemnify and hold Licensor
harmless from, or settle at its option, any action against Licensor arising from
a claim that the Software and Systems infringes any copyright, patent, trademark
or other right of any third party, except that this indemnity obligation does
not arise for any such claim based solely on Licensee's or End-User's use of the
Database.
(ii) Licensee agrees to defend, indemnify and hold harmless, or
settle at its option, Licensor, its parent, subsidiaries, affiliates,
successors, assigns, directors, officers, employees, agents, and representatives
("Indemnitees") against expenses (including attorney's fees), judgments, fines,
and amounts paid in settlement, actually and reasonably incurred by Indemnitees
in connection with any threatened or actual action, suit, or proceeding whether
civil, criminal, administrative or investigate arising out of or based on
Licensor issuing the Notice of non-renewal to its VARS and the assignment of the
VAR Database License Agreements to Licensee in accordance with Section 11 (b),
or any subsequent conduct by Licensee with respect to its dealings with the
VARS. Licensor agrees to defend, indemnify and hold harmless, or settle at its
option, Licensee and its Indemnities in the same manner and to the same extent
as Licensee agrees to indemnify Licensor
8
<PAGE>
with respect to any subsequent conduct by Licensor with respect to its dealings
with the VARS.
10. Neither party shall be liable to the other party for any indirect,
special or consequential damages of any kind, including, without limitation,
damages for loss of goodwill, work stoppage, computer failure or malfunction
resulting from or caused by a breach of this Agreement. Damages in such event
shall be limited to the actual and direct damages attributable to the breach,
except that the foregoing limitations on damages available to the parties shall
apply respectively only to such defaults, breaches and other violations of this
Agreement referenced in and that give rise to a claim by Licensor pursuant to
Rider A to Schedule B or a claim by Licensee pursuant to this Section 10(i) or
(ii) for liquidated damages and such claim has been satisfied in accordance with
Rider A or this Section 10(i) or (ii), respectively. With respect to Licensee,
(i) in the event Licensor materially fails to meet the performance requirements
set forth in Schedule A and fails to cure such failure within sixty (60) days
following written notice from Licensee setting forth in detail such failure,
Licensee shall be entitled, in lieu of any other remedy other than specific
performance, to receive as liquidated damages for such failure Ten Thousand
Dollars ($10,000) for each business day such failure continues in effect, or
(ii) in the event Licensor willfully fails and refuses to perform a substantial
and material portion of any performance requirements set forth in Schedule A and
fails to cure such failure and refusal within sixty (60) days following written
notice from Licensee setting forth in detail such failure and refusal, Licensee
shall be entitled, in lieu of any other remedy, other than specific performance,
to receive as liquidated damages for such failure and refusal Twenty Thousand
Dollars ($20,000) for each business day such failure and refusal continues in
effect. Promptly following execution of this Agreement, the parties shall select
a mutually acceptable escrow agent and negotiate and enter into an escrow
agreement on terms mutually agreed upon, pursuant to which Licensor shall
deposit with the escrow agent, on a monthly basis, the Database management tools
Licensor uses to maintain the Database (the "Tools"). In the event Licensor has
failed to substantially cure such Section 10 (ii) failure and refusal within the
sixty (60) cure period, the escrow agent in accordance with the terms of the
escrow agreement will release and provide the Tools to Licensee.
9
<PAGE>
Licensee acknowledges and agrees that such Tools are highly confidential and
proprietary information and material owned by Licensor and that they shall be
held in strictest confidence by Licensee and not be copied or disclosed to or
used by any person other than Licensee and, on a need to know basis, its
employees and independent contractors engaged by Licensee to perform services on
the premises of Licensee, provided such independent contractors execute a form
of confidentiality agreement acceptable to Licensor, it being agreed that
Licensee shall be liable for the independent contractor's wrongful acts and
breaches of this Agreement and the confidentiality agreement. Licensee and its
employees and independent contractors shall be permitted to use the Tools
internally solely to maintain the Database and not for any other purpose. All
modifications and enhancements to the Tools made by Licensee or its independent
contractors shall be the property of Licensor and shall be deemed included in
the defined term Tools and Licensee shall promptly deliver copies of such
enhancements and modifications to Licensor and the escrow agent. No license or
other rights to the Tools are or will be granted to Licensee in such event;
Licensee shall be deemed a bailee holding the Tools in trust for the benefit of
Licensor. Licensor shall provide Licensee and the escrow agent with written
notice (the "Notice") when Licensor has substantially cured the failure and
refusal cited in Licensee's written notice under this Section 10(ii). The Tools
(including any and all copies) shall be redelivered by Licensee to the escrow
agent within sixty (60) days following Licensee's receipt of Licensor's Notice
and Licensee shall also immediately purge all Tools from all storage devices and
media and cease all use of the Tools, unless the Licensee has submitted the
issue of the adequacy of Licensor's cure to arbitration hereunder. Upon issuing
such Notice, Licensor shall resume performance under the terms of this
Agreement, subject to a reasonably delay which may result due to alteration of
the Tools by Licensee or its independent contractors if use of such altered
Tools is required by Licensee. The liquidated damages payable by Licensor to
Licensee under this Section 10(ii) shall continue to be payable until the date
of Licensors Notice. Licensee shall continue to pay Licensor the license fees
payable in accordance with Schedule B during the period Licensee is in
possession of the Tools and thereafter following the return of the Tools to the
escrow agent. In the event of any dispute
10
<PAGE>
between regarding this Section 10 (ii) or the escrow agreement, the parties
agree to promptly submit the matter to binding arbitration. Such arbitration
shall be conducted under the commercial rules of the American Arbitration
Association by a single arbitrator appointed by the American Arbitration
Association. Insofar as possible, such arbitrator shall be, at the time of his
selection, a retired judge or a partner of a national or regional law firm not
regularly employed by Licensor or any Licensee, and such arbitrator shall be
required to have substantial experience in the field of computer software
technology and licensing. The decision of the arbitrator shall be final,
non-appealable and binding on Licensor, Licensee, and the escrow agent and may
be entered and enforced in any court of competent jurisdiction by any such
party. The prevailing party in the arbitration proceedings shall be awarded
reasonable attorney's fees, expert witness costs and expenses, and all other
costs and expenses incurred directly or indirectly in connection with the
proceedings (including those of the escrow agent), unless the arbitrator for
good cause determines otherwise. Nothing in this Section 10 shall be construed
as limiting the indemnity obligations of the parties set forth in Section 9.
11. (a) In consideration for the Licensee's covenant of exclusivity and
non-compete agreement, Licensor agrees that during the term of this
Agreement, except as to the current Database License Agreements with VARS it
will not (i) enter into new Database license agreements with any other
entity, including but not limited to other VARS in the Territory for
collision estimating purposes as distinguished from mechanical estimating
purposes utilizing the Motor Parts and Time Guide, or (ii) develop or acquire
(other than the acquisition of Comp-Est, Inc., pursuant to the Option and
Acquisition Agreement dated as of February 6, 1998, provided, however, that
Comp-Est, Inc. shall not be granted the right to use the Automated Guide to
Estimating or the right to distribute the Database to insurance industry
End-Users) its own estimating software product to compete with the Software
within the Territory. During the term of this Agreement, Licensee agrees that
the Software and Systems and all derivative works and systems using the
Software will be distributed to End-Users and used by Licensee solely and
exclusively with the Database, the Software and Systems will not be used or
licensed for use with any other crash/collision estimating database, and no
other crash/collision estimating database will
11
<PAGE>
be used, licensed or distributed for use with the Software and Systems by
Licensee, directly or indirectly, to any other entity, including but not limited
to VARS or End-Users, except as expressly permitted in this Agreement. This
covenant to market and distribute the Database exclusively with the Software is
unconditional. Licensee agrees that the Software will not be licensed, sold,
transferred or assigned to or used by any subsidiary or affiliate of Licensee
which is not a Licensee signatory to this Agreement. As an additional inducement
for the Licensor to enter into this Agreement, the Licensee represents and
agrees that now and during the term of this Agreement, neither it nor its
subsidiaries, shall, directly or indirectly, for itself, or as agent of, or on
behalf of, or in conjunction with, any person, firm or corporation, or as
partner of any partnership or joint venture, or as shareholder of any
corporation, own (except for investment purposes only and not with intent to
control), manage, acquire, operate, control or participate in any manner in the
development, ownership, license, marketing, distribution, operation or control
of, or be associated with, or otherwise connected in any manner with, any
databases) which compete with the Database, except that the Network established
for the purpose of transferring estimates or invoices electronically directly or
indirectly between or among appraisers, mechanical repair shops, body shops
and/or insurance companies may permit the transmission of estimates and
invoices. However, the Licensee shall not permit use of the Network to carry a
database that competes with the Database or software that competes with the
Software for the purpose of enabling users of the Network to prepare estimates,
supplements to estimates, or invoices.
(b) Attached hereto as Exhibit B is a form of Notice which Licensor
agree to deliver to its current VARS in the Territory listed in Appendix A to
such Exhibit, which the parties expressly agree shall exclude Comp-Est, Inc.
Licensee hereby agrees to accept the assignment of each Database License
Agreement with each such VAR and to thereupon perform all of Licensor's
obligations thereunder; it being agreed that Licensee and Licensor will
negotiate in good faith and enter into a fulfillment agreement, pursuant to
which Licensor will perform the obligations for and on behalf of Licensee on
terms mutually agreed upon by the parties. Licensee further undertakes and
agrees to be bound by the indemnity obligation to Licensor set forth in Section
9(b) of this Agreement. The
12
<PAGE>
exclusivity grant to Licensee in the Territory, set forth in Section 1 in this
Agreement, is subject to and conditioned upon the effective date of Licensor's
Notice to such VARS and Licensee's performance of the obligation to assume and
perform (i) the Database License Agreements with such VARS and (ii) the
indemnity obligation set forth in Section 9(b).
(c) In the event that Licensee, its subsidiaries, joint ventures or
parent, either directly or indirectly, wishes to offer a collision estimating
system with a database for use in any market outside the Territory, Licensor
shall have the right of first refusal to provide such database and Licensor
and Licensee, or Licensee's subsidiaries, joint ventures or parent, shall
negotiate in good faith an agreement to do so on commercially competitive
terms. Notwithstanding the foregoing, Licensee shall be entitled to purchase
a database in any market outside the Territory and the provisions of this
Section 11(c) shall not apply. In the event that Licensor, its subsidiaries,
affiliates, joint ventures or parent, either directly or indirectly, offer a
collision estimating system that competes with Licensee's Software in any
market outside the Territory on or after June 1, 2003, Licensor's right of
first refusal set forth in this Section 11(c) shall terminate.
12. (a) Licensor and Licensee agree that the remedy at law for any
breach by either of them of this Agreement, including the provisions on
exclusivity and non-compete, may be inadequate and that in the event of any
alleged breach or threatened breach, Licensor or Licensee, as the case may be,
shall, in addition to all other remedies available to it, be entitled to seek
injunctive relief therefor and specific performance.
(b) Neither party shall be liable for failure or delay in
performance of its obligations hereunder when such failure or delay is caused by
events beyond the reasonable control of such party, including but not limited to
acts of God, casualty, labor disputes, failure of equipment despite proper use
and regular maintenance, or compliance with governmental authority. Such party
shall (i) use reasonable best efforts to notify the other party in advance, if
possible, of conditions which may result in such delay in or failure to perform;
(ii) use its reasonable best efforts to avoid or remove such conditions and
(iii) immediately resume performance when such conditions are removed.
Notwithstanding the foregoing, if such Licensor failure or delay in performance
continues
13
<PAGE>
for a period of sixty (60) days, the escrow provisions (but not the liquidated
damages provisions) of Section 10(ii) shall be applicable.
13. This Agreement shall be binding upon and inure to the benefit of
the respective successors and permitted assigns of the parties. Neither party
may assign this Agreement or the performance of its obligations hereunder
without the prior written consent of the other party, which consent shall not be
unreasonably withheld. In the event of a sale of the stock or substantially all
of the assets of either party which results in a change in control, the other
party shall be entitled to sixty (60) days prior written notice. In the case of
such a sale of stock or assets of Licensor by Licensor or its parent, Licensee
shall be entitled to require Licensor or its parent to assign and transfer this
Agreement to the successor, by giving the Licensor written notice within thirty
(30) days after the date of Licensor's notice. This Database License Agreement
shall not be transferred or assigned by operation of law or otherwise to any
Licensee entity or affiliate of Licensee or any other party unless all rights,
title and interest in and to the Software is owned and operated by the same
legal entity as this Agreement is to be transferred or assigned to. In the case
of such a proposed sale of stock or assets of Licensee by Licensee or its
parent, Licensor shall be entitled to require Licensee or its parent to assign
and transfer this Agreement to the successor. Licensor and Licensee further
agree that notwithstanding anything to the contrary in this Agreement, in the
event of a hostile takeover or acquisition by any means, directly or indirectly,
by ADP, Mitchell or Thompson, or by any of their respective subsidiaries or
affiliates, or any of their respective successors, of either Licensor or
Licensee or the controlling interest in Licensor or Licensee, the other party
hereto, Licensor or Licensee as the case may be, shall be entitled to require
that ADP, Mitchell or Thomspon, as the case may be, and all of its or their
subsidiaries and affiliates, or their respective successors, accept an
assignment of this Agreement, agreeing to be bound by all of the terms and
conditions of this Agreement. In such event, (a) if Licensor is the acquired
party, this Agreement shall automatically be deemed amended to provide that the
Term of this Agreement shall be for a period of three (3) years from the
effective date of such acquisition and thereafter shall be automatically renewed
from year to year unless terminated at the sole option of Licensee, exercisable
upon sixty (60) Days notice to
14
<PAGE>
Licensor and the acquiring company prior to the commencement of the renewal
period, or (b) if Licensee is the acquired party, this Agreement and Schedule B
shall automatically be deemed amended to provide that (i) the restriction on the
use of another database in Section 11 (a) shall be removed and (ii) the annual
license fee payable to Licensor for each year for the balance of the Term of the
Agreement by Licensee and the acquiring company shall be the average annual
license fee actually paid to Licensor in the two (2) years preceding the
acquisition of Licensee.
14. The Schedules, Riders, Appendixes, and Exhibits to this Agreement,
and the Hein-Werner amendment, are incorporated herein and constitute an
integral part of this Agreement. This Agreement, together with the Comp-Est
Purchase Agreement being executed simultaneously herewith, is the complete and
exclusive statement of the understanding between the parties, with respect to
the subject matter, superseding all prior agreements, representations,
statements and proposals, oral or written.
15. All amendments to this Agreement shall be in writing, signed by
both parties. Notice hereunder shall be delivered to the following addresses by
hand, or by certified mail, return receipt requested:
Licensor: Motor Information Systems Division
Motor Information Systems Division
Hearst Business Publishing, Inc.
5600 Crooks Road
Suite 200
Troy Michigan 48098
Attention: Mr. Kevin F. Carr
Vice President and General Manager
with a copy to: General Counsel
The Hearst Corporation
959 Eighth Avenue
New York, New York 10019
Licensee: CCC Information Services Inc. or
CCC Information Services Group, Inc.
World Trade Center Chicago
444 Merchandise Mart
Chicago, IL 60654-1005
Attention: President
with a copy to the same address, attention: Legal Department.
15
<PAGE>
16. No term or provision hereof shall be deemed waived and no breach
excused, unless such waiver or consent shall be in writing and signed by the
party claimed to have waived or consented. Any consent by any party to, or
waiver of, a breach by the other, whether express or implied, shall not
constitute a consent to, waiver of, or excuse for any other different or
subsequent breach.
17. The following provisions shall survive termination of this
Agreement: Section 2; the 3rd, 5th, 6th and 8th sentences of Section 3; the 5th
through the last sentence of Section 5, except that as to the 5th sentence,
Licensee's obligation to maintain records shall survive only for 6 years and
Licensee's obligation to provide Licensor access for review and verification
shall survive only for 2 years; Section 6 as to the term of any End User
Agreement that extends beyond the term of this Agreement, notwithstanding
Schedule B Item 10(b); the 3rd through the 5th sentence, the 6th sentence
through c(i) and the last sentence of Section 8; the 1st sentence of Section
9(a) and Section 9(b); Section 10; Section 12(a); the 1st sentence of Section
13; Section 14, and to the extent necessary to interpret and enforce the
surviving provisions of this Agreement referred to in this Section 17, the
Schedules, Riders, Appendices and Exhibits to this Agreement; Section 15;
Section 16; Section 17; Section 18; Section 20; and Section 21.
18. This Agreement shall be governed by the internal laws of the State
of New York, without regard to conflicts of law principles thereof.
19. This Agreement may be executed in two (2) or more counterparts,
each of which shall be deemed an original, and all of which together shall
constitute one and the same instrument.
20. If any provision of this Agreement or any Schedule, Rider, Appendix
or Exhibit is for any reason held invalid, illegal, void or unenforceable, all
other provisions of this Agreement any such Schedule, Rider, Appendix or Exhibit
will remain in full force and effect and the invalid, illegal, void or
unenforceable provision shall be replaced by a mutually acceptable, valid, legal
and enforceable provision that is closest to the original intention to the
parties.
21. The parties agree that each party shall undertake performing its
obligations pursuant to this Agreement as an independent contractor. Nothing
contained herein or
16
<PAGE>
done pursuant to this Agreement shall make any party or its agents or employees
the legal representative, agent or employee of the other party for any purpose
whatsoever.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first written above.
Motor Information Services Division
Hearst Business Publishing, Inc.
By:
--------------------------------
Date:
------------------------------
CCC Information Services Group, Inc.
By:
--------------------------------
Date:
------------------------------
CCC Information Services Inc.
By:
--------------------------------
Date:
------------------------------
17
<PAGE>
EXHIBIT 13
INSURQUOTE SYSTEMS, INC.
CONSOLIDATED FINANCIAL STATEMENTS
YEAR ENDED JUNE 30, 1998
AND ELEVEN MONTHS ENDED JUNE 30, 1997
WITH
REPORT OF INDEPENDENT AUDITORS
<PAGE>
INSURQUOTE SYSTEMS, INC.
CONSOLIDATED FINANCIAL STATEMENTS
YEAR ENDED JUNE 30, 1998
AND ELEVEN MONTHS ENDED JUNE 30, 1997
CONTENTS
<TABLE>
<S> <C>
Report of Independent Auditors ......................................................................... 1
Consolidated Financial Statements
Consolidated Balance Sheets ............................................................................ 2
Consolidated Statements of Operations .................................................................. 4
Consolidated Statements of Shareholders' Deficit ....................................................... 5
Consolidated Statements of Cash Flows .................................................................. 6
Notes to Consolidated Financial Statements ............................................................. 7
</TABLE>
<PAGE>
Report of Independent Auditors
Board of Directors
InsurQuote Systems, Inc.
We have audited the accompanying consolidated balance sheets of InsurQuote
Systems, Inc. and subsidiary (the Company) as of June 30, 1998 and June 30,
1997, and the related consolidated statements of operations, shareholders'
deficit, and cash flows for the year ended June 30, 1998 and the eleven months
ended June 30, 1997. 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 in accordance with generally accepted auditing
standards. Those standards 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. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
InsurQuote Systems, Inc. and subsidiary at June 30, 1998 and June 30, 1997, and
the consolidated results of their operations and their cash flows for the year
ended June 30, 1998 and the eleven months ended June 30, 1997 in conformity with
generally accepted accounting principles.
/S/ ERNST & YOUNG LLP
August 21, 1998
<PAGE>
INSURQUOTE SYSTEMS, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
JUNE 30
-------------------------
1998 1997
---- ----
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 8,032,178 $ 2,931,289
Accounts receivable, less allowance
of $248,775 in 1998 and $135,504 in 1997 903,426 840,040
Other 68,920 65,328
Total current assets 9,004,524 3,836,657
----------- -----------
Equipment:
Office equipment 392,744 344,589
Computer equipment 1,775,673 867,146
Leasehold improvements 164,189 131,522
----------- -----------
2,332,606 1,343,257
Accumulated depreciation (665,946) (273,349)
----------- -----------
1,666,660 1,069,908
Other assets, net of accumulated amortization
of $1,543,191 in 1998 and $295,821 in 1997 3,587,823 4,099,834
----------- -----------
Total assets $14,259,007 $ 9,006,399
----------- -----------
----------- -----------
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
JUNE 30
----------------------
1998 1997
---- ----
<S> <C> <C>
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
Accounts payable $ 852,748 $ 156,384
Accrued liabilities 1,962,563 674,245
Current portion of notes payable to related parties -- 6,505,291
Current portion of notes payable and capital lease obligation
229,229 1,726,076
Deferred revenue 1,524,886 1,276,589
----------- -----------
Total current liabilities 4,569,426 10,338,585
Notes payable to related parties, less current portion 9,100,000 214,248
Notes payable and capital lease obligation, less current portion
-- 47,369
Other accrued liabilities 366,759 323,813
Commitments
Series C redeemable convertible preferred stock;
no par value; 1,075,117 shares authorized; 145,414 shares
issued and outstanding 5,000,000 --
Shareholders' deficit:
Series A convertible preferred stock; no par value; 167,399 shares
authorized, 103,500 shares issued and outstanding
279,000 279,000
Series B convertible preferred stock; no par value; 695,485 shares
authorized; 603,164 shares issued and outstanding
2,773,994 2,773,994
Series D convertible preferred stock; no par value; 320,203
shares authorized, issued and outstanding 4,469,886 --
Common stock; no par value; 7,000,000 shares authorized;
970,844 issued in 1998 and 600,000 issued in 1997
1,717,762 146,020
Accumulated deficit (14,015,820) (5,116,630)
Treasury stock, 371 shares (2,000) --
----------- -----------
Total shareholders' deficit (4,777,178) (1,917,616)
----------- -----------
Total liabilities and shareholders' deficit $14,259,007 $ 9,006,399
----------- -----------
----------- -----------
</TABLE>
SEE ACCOMPANYING NOTES.
3
<PAGE>
INSURQUOTE SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
YEAR ENDED ELEVEN MONTHS
JUNE 30, ENDED JUNE 30,
1998 1997
----------- -------------
<S> <C> <C>
Net sales $11,907,974 $ 3,499,786
Operating Expenses
Cost of sales 1,673,760 782,551
Selling, general and administrative expenses 16,275,983 4,120,213
Research and development 2,077,394 1,056,125
----------- -----------
Loss from operations (8,119,163) (2,459,103)
Other income (expense):
Interest expense (909,960) (352,575)
Interest income 226,633 63,140
Miscellaneous -- (17,400)
----------- -----------
Net loss (8,802,490) (2,765,938)
Preferred stock dividend (96,700) --
----------- -----------
Net loss applicable to common shareholders $(8,899,190) $(2,765,938)
----------- -----------
----------- -----------
</TABLE>
SEE ACCOMPANYING NOTES
4
<PAGE>
INSURQUOTE SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT
<TABLE>
<CAPTION>
PREFERRED STOCK COMMON STOCK TREASURY STOCK
----------------- ----------------- ACCUMULATED --------------
SHARES AMOUNT SHARES AMOUNT DEFICIT SHARES AMOUNT TOTAL
------ ------ ------ ------ ------- ------ ------ -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at July 31, 1996 ............... 706,664 $3,052,994 600,000 $ 146,020 $ (2,350,692) $ 848,322
Net loss ............................ (2,765,938) (2,765,938)
--------- ---------- ------- ---------- ------------ -----------
Balance at June 30, 1997 ............... 706,664 3,052,994 600,000 146,020 (5,116,630) (1,917,616)
Issuance of Common Stock for the
purchase of certain assets of ACP .. 37,094 71,962 71,962
Issuance of Series D, convertible
preferred Stock .................... 320,203 4,469,886 4,469,886
Issuance of Common Stock, (net of
issuance costs of $130,334) ........ 333,750 1,499,780 1,499,780
Repurchase of shares ................. 371 $(2,000) (2,000)
Preferred stock dividend ............. (96,700) (96,700)
Net Loss ............................. (8,802,490) (8,802,490)
--------- ---------- ------- ---------- ------------ --- ------- -----------
Balance at June 30, 1998 ............... 1,026,867 $7,522,880 970,844 $1,717,762 $(14,015,820) 371 $(2,000) $(4,777,178)
--------- ---------- ------- ---------- ------------ --- ------- -----------
--------- ---------- ------- ---------- ------------ --- ------- -----------
</TABLE>
SEE ACCOMPANYING NOTES.
5
<PAGE>
INSURQUOTE SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
YEAR ENDED ELEVEN MONTHS
JUNE 30, ENDED JUNE 30,
1998 1997
---------- --------------
<S> <C> <C>
OPERATING ACTIVITIES
Net loss $(8,899,190) $(2,765,938)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation 392,597 142,553
Amortization 1,247,370 295,821
Impairment of intangible assets 980,000 -
Preferred stock dividend 96,700 -
Changes in operating assets and liabilities:
Accounts receivable 437,179 489,616
Other assets (90,260) 225,310
Accounts payable and accrued liabilities 989,119 356,906
Deferred revenue 248,297 (366,348)
Net cash used in operating activities (4,598,188) (1,622,080)
----------- -----------
INVESTING ACTIVITIES
Purchases of property and equipment (889,173) (313,598)
Acquisitions, net of working capital acquired (512,661) (2,501,000)
-------------------------------------------
Net cash used in investing activities (1,401,834) (2,814,598)
FINANCING ACTIVITIES
Proceeds from notes payable to related parties 8,900,000 6,500,000
Principal payments on notes payable to related parties (6,519,539) (4,291)
Principal payments on notes payable (2,243,518) (35,521)
Net proceeds from issuance of common stock 1,499,780 -
Proceeds from issuance of redeemable convertible preferred stock 5,000,000 -
Proceeds from issuance of convertible preferred stock 4,469,886 -
Purchase of treasury stock (2,000) -
Other (3,698) 83,308
----------- -----------
Net cash provided by financing activities 11,100,911 6,543,496
----------- -----------
Net increase in cash and cash equivalents 5,100,889 2,106,818
Cash and cash equivalents at beginning of year 2,931,289 824,471
----------- -----------
----------- -----------
Cash and cash equivalents at end of year $ 8,032,178 $ 2,931,289
----------- -----------
----------- -----------
</TABLE>
SEE ACCOMPANYING NOTES.
6
<PAGE>
INSURQUOTE SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1998
1. ACCOUNTING POLICIES
DESCRIPTION OF BUSINESS
InsurQuote Systems, Inc. (the Company) commenced operations in 1989 and is
engaged in the business of developing, selling and maintaining software used by
independent insurance agents and companies to price and rate insurance coverage
offered by certain insurance companies. In March 1997, the Company acquired
Insurance Automation Systems, Inc. (IAS), a company principally engaged in the
business of providing comparative rating information to the insurance industry.
In July 1997, the Company acquired certain assets of Automated Call Processing
(ACP), a company principally engaged in the business of providing automobile
pricing and insurance information.
During 1997, the Company changed its fiscal year end from July 31 to June 30.
Accordingly, the statements of operations, cash flows and shareholders' deficit
for fiscal 1997 reflect the results of operations and cash flows for the eleven
months ended June 30, 1997. All references to the year ended June 30, 1997 in
the footnotes reflect the eleven month period then ended.
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the financial statements of the
Company and its subsidiary IAS. All intercompany accounts and transactions have
been eliminated in consolidation.
CONCENTRATION OF CREDIT RISK
Financial instruments that potentially subject the Company to concentration of
credit risk consist principally of cash, cash equivalents and accounts
receivable. Risks associated with cash and cash equivalents are mitigated by
banking with creditworthy institutions.
The Company grants credit to substantially all of its customers without
requiring collateral. The Company has established provisions for potential
credit losses that are expected to be incurred.
7
<PAGE>
INSURQUOTE SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. ACCOUNTING POLICIES (CONTINUED)
MAJOR CUSTOMER
The Company had net sales to one customer that represented approximately 22% of
consolidated net sales for the year ended June 30, 1998. For the eleven month
period ended June 30, 1997, the Company had net sales to one customer that
represented approximately 11% of consolidated net sales for that period.
CASH AND CASH EQUIVALENTS
The Company considers highly liquid investments with original maturities of
three months or less to be cash equivalents.
EQUIPMENT
Equipment is stated at cost, less accumulated depreciation. Depreciation is
computed using the straight-line method over the estimated useful lives of the
respective assets, generally three to five years. Leasehold improvements are
depreciated using the straight-line method over the shorter of the estimated
useful lives of the assets or the remaining lives of the related leases.
OTHER ASSETS
Other current assets include prepaid assets and deposits. Other long-term assets
are comprised primarily of purchased intangibles including contracts, software
and copyrights, goodwill and the value assigned to non-compete agreements
acquired in connection with the purchase of IAS and ACP (see Notes 2 and 3).
Software and copyrights of approximately $4.2 million and goodwill are being
amortized over a five year period based on the estimated useful life of the
technology. The value assigned to the non-compete agreements is being amortized
over three years, the term of the agreements. The value assigned to contracts
acquired is being amortized over the life of the contracts, which range from one
to three and a half years.
8
<PAGE>
INSURQUOTE SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. ACCOUNTING POLICIES (CONTINUED)
REVENUE RECOGNITION
Revenue from product sales is recorded net of estimated returns and is
recognized at the time of shipment. Revenue from services and support is
recognized at the time the services and support are rendered. Revenue from
maintenance contracts and service agreements, which are typically pre-paid, is
deferred when received and recognized ratably over the term of the contract or
agreement.
INCOME TAXES
The Company uses an asset and liability method of accounting for income taxes.
The provision for income taxes is based on income or loss for financial
reporting purposes as required by Statement of Financial Accounting Standards
("SFAS") No. 109, ACCOUNTING FOR INCOME TAXES.
ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at June 30, 1998 and June 30, 1997, and
revenues and expenses for the year ended and the eleven months ended,
respectively. Actual results could differ from the estimates and assumptions
used.
SOFTWARE DEVELOPMENT COSTS
The Company has estimated that in most cases, software development costs have an
estimated useful life of less than one year. Therefore, the Company expenses all
costs as incurred. Costs incurred generally are immaterial between achievement
of technological feasibility and general release of the software.
RESEARCH AND DEVELOPMENT
Research and development costs are expensed as incurred.
9
<PAGE>
INSURQUOTE SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. ACCOUNTING POLICIES (CONTINUED)
RECENTLY ISSUED ACCOUNTING STANDARDS
In June 1997, the FASB issued SFAS No. 131, DISCLOSURES ABOUT SEGMENTS OF AN
ENTERPRISE AND RELATED INFORMATION, which supersedes portions of SFAS No. 14
FINANCIAL REPORTING FOR SEGMENTS OF A BUSINESS ENTERPRISE. SFAS No. 131 is
effective for the Company commencing in its year ending June 30, 1999. The
Company presently operates in only one segment and, accordingly, management does
not currently believe that there will be any significant effect on the Company's
reporting.
In June 1997, the FASB issued SFAS No. 130, REPORTING COMPREHENSIVE INCOME,
which becomes effective for the Company commencing in its year ending June 30,
1999. Company management does not believe, based on current activities, that
adoption of this statement will have a significant effect on its financial
statements.
RECLASSIFICATIONS
Certain reclassifications have been made to the prior year amounts to conform to
the current year presentation.
2. ACQUISITIONS
On July 1, 1997, the Company purchased certain assets of Automated Call
Processing, a company engaged in the business of providing automobile pricing
and insurance information. The aggregate purchase price of approximately $2.2
million consisted of $512,661 in cash, the issuance of a $750,000 promissory
note and 37,094 shares of common stock of the Company to the seller, with the
remaining balance comprised of liabilities assumed by the Company. The
promissory note bears interest at 9%, with interest and principal due in twelve
monthly payments.
On March 7, 1997, the Company completed the purchase of IAS. Accordingly, the
results of operations of IAS have been included in the Company's financial
statements since the date of acquisition. IAS is engaged in the business of
designing, developing and selling comparative rating software. The aggregate
purchase price was approximately $5.1 million consisting of $2.5 million paid at
closing, the issuance of a $1.8 million one year promissory note to the seller
with the remaining balance comprised of liabilities assumed by the Company. The
promissory note bears interest at 9%, with interest and principal due on March
7, 1998, and is secured by substantially all of the assets of IAS.
10
<PAGE>
INSURQUOTE SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
3. OTHER ASSETS
Other assets relate primarily to intangible assets acquired in the purchase of
IAS and ACP and are comprised of the following:
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
Software and copyrights $4,170,655 $4,170,655
Goodwill, contract rights and
other assets 960,359 225,000
---------- ----------
5,131,014 4,395,655
Accumulated amortization (1,543,191) (295,821)
---------- ----------
$3,587,823 $4,099,834
---------- ----------
---------- ----------
</TABLE>
Accumulated amortization for software and copyrights was approximately $1.1
million and $0.3 million at June 30, 1998 and 1997, respectively.
During fiscal year 1998 certain intangible assets purchased in conjunction with
the acquisition of ACP became impaired when a customer failed to renew contracts
which would have provided the Company with a future revenue stream. As a result,
the accompanying financial statements reflect a charge to selling, general and
administrative expenses of $980,000 to adjust the value of the intangible assets
to their estimated fair values based on a discounted cash flow projection of
expected future revenues from remaining contracts with the customer. Revenue and
expenses associated with the impairment represented approximately 27% of 1998
net sales and 10% of total operating expenses.
11
<PAGE>
INSURQUOTE SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
4. NOTES PAYABLE
Notes payable to related parties represent amounts that are payable to
stockholders, certain officers and directors of the Company and consisted of the
following:
<TABLE>
<CAPTION>
JUNE 30,
--------
1998 1997
---- ----
<S> <C> <C>
Unsecured note payable, interest at 12.683%, payable in monthly
installments of $500 through March 11, 2001. -- $ 18,272
Secured note payable, interest at 12%, interest payable monthly, principal
payable in full on February 25, 1998. Note secured by InsurQuote stock held
by three of the directors. -- 6,000,000
Unsecured note payable, interest at 12%, interest payable
monthly, principal payable in full on December 23, 1997.
-- 500,000
Unsecured note payable, interest at 10.5%, interest payable
monthly, principal due in full on June 6, 2000. 100,000 100,000
Unsecured note payable, interest at 10.5%, interest payable
monthly, principal due in full on March 28, 2000.
100,000 100,000
Unsecured subordinated note payable, interest at 7.5%,
interest payable quarterly, principal due in full on
February 10, 2003. 8,900,000 --
Other unsecured note payable -- 1,267
---------- ----------
9,100,000 6,719,539
Less current portion -- 6,505,291
---------- ----------
$9,100,000 $ 214,248
---------- ----------
---------- ----------
</TABLE>
12
<PAGE>
INSURQUOTE SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
4. NOTES PAYABLE (CONTINUED)
Notes payable to third parties consisted of the following:
<TABLE>
<CAPTION>
JUNE 30,
--------------------
1998 1997
---- ----
<S> <C> <C>
Note payable, interest at prime plus 4% (12.5% at June 30, 1998 and June
30, 1997) due in monthly installments of $1,730 through September 30, 1998.
Secured by certain equipment and other assets of the Company.
$ -- $ 28,193
Note payable, interest at 9.5%, payable in monthly
installments of $2,073 through July 1, 1997. Secured by
certain equipment and other assets of the Company. -- 25,510
Note payable, interest at 9%, principal and interest due on
March 7, 1998. Secured by substantially all assets of a
subsidiary of the Company. -- 1,633,666
Note payable, interest at 9%, payable in monthly
installments of $65,589. The note was paid in full during
July 1998. 193,851 --
------ ------------------------------
193,851 1,687,369
Less current portion 193,851 1,675,384
--------- -----------
$ -- $ 11,985
--------- -----------
--------- -----------
</TABLE>
Maturities of notes payable and notes payable to related parties for each of the
next five fiscal years ended June 30 and thereafter are as follows:
<TABLE>
<S> <C>
1999 $ 193,851
2000 200,000
2001 -
2002 -
2003 and thereafter 8,900,000
-----------
$ 9,293,851
-----------
-----------
</TABLE>
The Company paid approximately $950,000 and $234,000 in cash for interest for
the year ended June 30, 1998 and the eleven months ended June 30, 1997,
respectively.
13
<PAGE>
INSURQUOTE SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
5. INCOME TAXES
As of June 30, 1998, the Company had federal and state net operating loss
carryforwards of approximately $12,769,000 and $13,095,000, respectively. The
Company also had federal research and development tax credit carryforwards of
approximately $180,000. The net operating loss and credit carryforwards will
expire at various dates beginning in 2008 through 2013, if not utilized.
Utilization of the net operating losses and credits may be subject to a
substantial annual limitation due to the "change in ownership" provisions of the
Internal Revenue Code of 1986 and similar state provisions. The annual
limitation may result in the expiration of net operating losses and credits
before utilization.
As of June 30, 1998 and June 30, 1997, the Company had deferred tax assets of
approximately $5,371,000 and $1,976,000, respectively, and deferred tax
liabilities of approximately $16,000 and $24,000 as of June 30, 1998 and June
30, 1997, respectively. The net deferred tax assets have been fully offset by a
valuation allowance. The net valuation allowance was increased by $3,419,000
during the year ended June 30, 1998. Deferred tax assets relate primarily to: 1)
net operating loss carry forwards; 2) research credits; and 3) use of extended
tax amortization periods for intangible assets.
6. COMMITMENTS
The Company has various operating and capital lease commitments. Future minimum
lease payments under these commitments for each of the next five fiscal years
and thereafter are as follows:
<TABLE>
OPERATING CAPITAL
--------- -------
<S> <C> <C>
1999 $ 873,372 $ 36,652
2000 947,099 --
2001 942,039 --
2002 487,566 --
2003 and thereafter - --
------------ ----------
Total future minimum lease payments $ 3,250,076 36,652
------------
------------
Less amount representing interest 1,274
----------
35,378
Less current portion 35,378
----------
Long-term capital lease obligation $ --
----------
----------
</TABLE>
14
<PAGE>
INSURQUOTE SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
6. COMMITMENTS (CONTINUED)
The operating lease agreements are subject to predetermined rate increases in
accordance with the signed rental agreements. Rent expense under operating
leases for the year ended June 30, 1998 and eleven months ended June 30, 1997
was approximately $618,000 and $191,000, respectively.
Equipment under capital lease, net of accumulated amortization of $45,000 and
$12,000, was approximately $135,000 and $168,000 at June 30, 1998 and June 30,
1997.
7. SHAREHOLDERS' DEFICIT
PREFERRED STOCK
The Company has authorized 3,000,000 shares of preferred stock without par
value, of which 167,399 shares have been designated as Series A and 695,485
shares have been designated as Series B, 1,075,117 shares have been designated
as Series C, 320,203 shares have been designated as Series D, 100 shares have
been designated as Series E and 741,696 shares are undesignated.
The Series A, Series B, Series D and Series E preferred stock are non-cumulative
voting shares that are entitled to receive an annual dividend at a rate of
$0.2426, $0.4139, $0.8250, and $0.8065 per share, respectively. Series C
shareholders purchasing shares in the initial sale of these shares are entitled
to an annual dividend rate of $1.7190 per share and purchasers of Series C
shares in a subsequent offering are entitled to an annual dividend rate of
$0.8065 per share. Dividends on preferred stock Series A, B, D and E, are
non-cumulative and are not payable unless declared. Dividends on Series C
preferred stock are cumulative and are accrued quarterly from the date of
issuance. The Company cannot make distributions nor declare dividends on its
common stock unless and until dividends, including accrued but unpaid dividends
on Series C preferred stock, are paid or declared and set apart, upon all shares
of preferred stock. As of June 30, 1998, the Board has not declared any
dividends payable on preferred or common stock.
Each share of preferred stock is convertible at any time, at the option of the
holder, into fully paid and nonassessable shares of common stock that is equal
to the original issue price for such series divided by the conversion price. The
conversion rate is subject to adjustment in a number of circumstances, including
subsequent issuances of common stock. At June 30, 1998 and June 30, 1997 each
share of preferred stock was convertible into one share of common stock.
15
<PAGE>
INSURQUOTE SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
7. SHAREHOLDERS' DEFICIT (CONTINUED)
Each share of Series A and B preferred stock automatically will be converted
into shares of common stock, based upon the current conversion rate, immediately
upon the closing of a fully underwritten public offering under the Securities
Act of 1933, as amended, that results in net proceeds to the Company of at least
$20 million.
Each share of Series D preferred automatically shall be converted into shares of
common stock at the then-effective conversion rate, immediately prior to the
consummation of the purchase of securities of the Company by the holder of the
Series D preferred stock pursuant to the exercise of the option held by that
investor to purchase additional stock of the Company, or upon the closing of the
exercise by this investor of the warrants issued in connection with the
$8,900,000 note payable.
Each share of Series E preferred automatically shall be converted to common
stock at the then-effective conversion rate, immediately prior to any sale,
assignment, transfer, pledge, encumbrance or disposition of the Company to any
person or entity other than the holder of the Series E preferred, its parent or
majority-owned subsidiary.
Series A and B preferred shareholders are entitled to vote on all matters with
the common shareholders and are entitled to the number of votes equal to the
number of common shares into which their preferred shares are convertible.
Series C and D preferred shareholders are not entitled to vote such shares for
the election of directors or on any other matter except (i) any amendment to the
Articles of Incorporation that alters the rights, preferences or privileges of
that series of preferred stock and (ii) following the closing of the exercise of
the option described above, each holder of shares of Series C preferred shall be
entitled to the number of votes equal to the number of common stock into which
such shares of Series C preferred held by such holder of Series C preferred
could then be converted.
Series E preferred shareholders are entitled to vote on all matters with common
shareholders and are entitled to a number of votes based on a calculation of
Series E preferred outstanding and total common stock outstanding.
Except as outlined above, preferred shareholders are entitled to vote on all
matters with the common shareholders. Each share of common stock is entitled to
one vote.
In the event of any liquidation, dissolution or winding up of the Company,
either voluntary or involuntary, holders of preferred stock are entitled to
payment in an amount equal to approximately $2.69 per share or $279,000, $4.60
per share
16
<PAGE>
INSURQUOTE SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
7. SHAREHOLDERS' DEFICIT (CONTINUED)
or $2,774,000, $34.38 per share or $4,999,333, $13.96 per share or $4,470,033
and $10.00 per share for Series A, Series B, Series C, Series D, and Series E
respectively, plus all declared and unpaid dividends, or accrued but unpaid
dividends for Series C preferred stock, before any payment will be made to
common shareholders. If the assets to be distributed to the holders of preferred
stock are insufficient, then the assets will be distributed ratably to the
holders of the preferred stock.
On the fifth anniversary of the issuance of Series C preferred stock, the
Company is to redeem all outstanding shares of Series C preferred at a
redemption price per share equal to the liquidation preferences together with
accrued and unpaid dividends. In the event the Company anticipates a public
offering and to the extend the Company has sufficient funds, the Company may
elect to redeem any or all of the outstanding shares of Series C preferred
stock.
In February 1998, the Company entered into a securities purchase agreement with
an investor where in the Company received $20,000,000 in exchange for 145,414
shares of Series C preferred stock, 320,203 shares of Series D preferred stock,
333,750 shares of common stock and a promissory note for $8,900,000.
Additionally, under the terms of the securities purchase agreement, at any time
after July 1, 2000 and until as late as July 1, 2010, under certain conditions,
the investor has the option to purchase sufficient shares of the Company's
common stock at the then fair market value to cause the investor to have at
least a 51% voting interest in the Company. This right may be terminated or be
converted to a fixed number of shares subject to a warrant with a strike price
equal to 120% of a public offering price, if not exercised earlier in connection
with a sale of the Company or on an initial public offering of the Company's
common stock. If this right is exercised, Series E preferred stock carrying
super voting rights will be issued to the investor. All classes of stock issued
in this transaction are subject to certain anti-dilution provisions. Further,
the transaction has an "earn-out" component measured on or before June 30, 2000,
that may have the effect of (i) decreasing the percentage ownership of the buyer
or (ii) increasing the size of the investment by the buyer. The Company also
issued a warrant to purchase 440,350 shares of common stock in connection with
this agreement.
STOCK OPTIONS
The Company has an Employee Stock Option Plan (the Plan) for which 1,046,500
common shares have been reserved. The Plan allows grants of incentive options
and nonqualified options to purchase common shares at a price that is not less
than the fair market value on the date of grant. The option prices are
determined by the Board of
17
<PAGE>
INSURQUOTE SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
7. SHAREHOLDERS' DEFICIT (CONTINUED)
STOCK OPTIONS (CONTINUED)
Directors. Generally, the options have a ten year life from the date of grant
and vest pursuant to the following schedule year 5-40%; year 6-40%; year 7-20%.
Pro forma information regarding net income and earnings per share has been
determined as if the Company had accounted for its employee stock options under
the fair market value method. The fair value of these options was estimated at
the date of grant using a Minimum Value option pricing model with the following
weighted average assumptions for fiscal years ended June 30, 1998 and June 30,
1997, respectively; risk-free interest rate of approximately 6.1% and 6.3%;
dividend yield of 0% and a weighted-average expected life of the option of 8
years.
For purposes of pro forma disclosures, the estimated fair value of the options
is amortized over the options' vesting period. Because the effect of SFAS No.
123, ACCOUNTING FOR STOCK BASED COMPENSATION is prospective, the initial impact
on pro forma net income (loss) may not be representative of compensation expense
in future years. The effect on the Company's pro forma results for each of the
fiscal year ended June 30, 1998 and the eleven months ended June 30, 1997 was
not material (less than $2,500 in each year).
A summary of stock option activity, and related information for the years ended
June 30, 1998 and 1997 follows:
<TABLE>
<CAPTION>
1998 1997
-------------------- --------------------
WEIGHTED- WEIGHTED-
AVERAGE AVERAGE
EXERCISE EXERCISE
OPTIONS PRICE OPTIONS PRICE
------- -------- ------- --------
<S> <C> <C> <C> <C>
Outstanding at beginning of year 401,224 $0.15 395,724 $0.13
Granted 5,137 1.94 5,500 1.94
Exercised -- -- -- --
Canceled 7,725 0.10 -- --
------- -------
Outstanding at end of year 398,636 $0.18 401,224 $ .15
------- -------
------- -------
Weighted-average fair value of options granted
during the year $0.75 $0.77
</TABLE>
18
<PAGE>
INSURQUOTE SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
7. SHAREHOLDERS' DEFICIT (CONTINUED)
Exercise prices for options outstanding as of June 30, 1998 ranged from $0.10 to
$1.94. There were 7,428 exercisable options outstanding at June 30, 1998. The
weighted average remaining contractual life of the options is 6 years. Below are
the segregated exercise prices as of June 30, 1998:
<TABLE>
<CAPTION>
RANGE OF EXERCISE PRICES
---------------------------------------
$0.10-$0.11 $0.46- $0.51 $1.94
----------- ------------ -----
<S> <C> <C> <C>
Options outstanding 358,420 29,579 10,637
Weighted-average exercise price of
options outstanding $0.10 $0.49 $1.94
Weighted-average remaining contractual
life of options outstanding
6 years 7 years 9 years
</TABLE>
WARRANTS
During 1995, the Company received $300,000 from an investor upon the issuance of
three $100,000 promissory notes. Attached to each of these notes are warrants to
purchase shares of Series A preferred stock at $3.13 per share. As of June 30,
1998, warrants to purchase 63,899 shares of Series A preferred stock remain
outstanding. The warrants expire five years from debt issuance dates which were
December 30, 1994, March 28, 1995 and June 6, 1995.
In connection with previous debt agreements, the Company issued warrants to
purchase 7,693 and 84,628 shares of Series B preferred stock which expire on
December 23, 2001 and February 25, 2002, respectively. Under the terms of each
issuance, half of the shares are exercisable at $16.13 per share and the
remaining shares are exercisable at $48.87 per share.
During fiscal 1998, in connection with the issuance of a $8,900,000 promissory
note, the Company issued a warrant to the investor to acquire an additional
440,350 shares of common stock at a price of $20.21 per share. The warrant is
exercisable by the holder through February 10, 2008.
19
<PAGE>
INSURQUOTE SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
7. SHAREHOLDERS' DEFICIT (CONTINUED)
As of June 30, 1998, the Company had reserved an additional 1,756,468 shares of
its common stock for issuance upon conversion of outstanding convertible
preferred shares and warrants.
8. EMPLOYEE BENEFIT PLAN
In 1997, the Company formally adopted a retirement plan that is qualified under
Section 401(k) of the Internal Revenue Code, which covers all eligible
employees. Participants may contribute a portion of their compensation not
exceeding a limit set annually by the Internal Revenue Service. The Company
makes a matching contribution based on the contribution made by the employee.
Total expense under the plan was approximately $61,700 and $10,300 for the year
ended June 30, 1998 and the eleven months ended June 30, 1997.
9. RELATED PARTY TRANSACTION
The Company is obligated to pay one of its shareholders commissions for the sale
of certain of its products and services under a sales agreement. Commissions
incurred during the year ended June 30, 1998 totaled approximately $1.7 million.
In addition, the Company incurred interest expense totaling approximately
$256,000 on a note payable to the same shareholder. See Note 4.
10. SUBSEQUENT EVENT
Subsequent to year end, the Company entered into agreements with two software
suppliers to purchase approximately $260,000 in software over the next two
years. This software will be used in and distributed with some of the Company's
products.
11. YEAR 2000 ISSUE--UNAUDITED
The Company has developed a plan to modify its information technology to be
ready for the year 2000 and has begun converting critical data processing
systems. The Company currently expects the project to be substantially complete
by early 1999 and to cost less than $50,000. This estimate includes internal
costs, and the costs to upgrade and replace systems in the normal course of
business. The Company does not expect this project to have a significant effect
on operations.
20
