SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 0-24205
FACTUAL DATA CORP.
(Exact name of small business issuer as specified in its charter)
Colorado 84-1449911
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
5200 Hahns Peak Drive, Loveland Colorado 80538
(Address of principal executive offices) (Zip Code)
(970) 663-5700
(Issuer's telephone number, including area code)
Indicate by check mark whether the issuer (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 ] Yes [ ] No
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of May 13, 1999.
Class Number of Shares
Common Stock 5,463,897
Transitional Small Business Disclosure Format: [ ] Yes [X] No
<PAGE>
FACTUAL DATA CORP.
INDEX
PART I. Financial Information Page No.
Item 1. Financial Statements
Consolidated Balance Sheets - March 31, 1999
(Unaudited) and December 31, 1998 3
Unaudited Consolidated Statements of Income - For
the Three Months Ended March 31, 1999 and
March 31, 1998 4
Unaudited Consolidated Statements of Cash
Flows -- For the Three Months
Ended March 31, 1999 and March 31, 1998 5
Notes to Unaudited Consolidated Financial
Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 7-10
PART II. Other Information
Item 1. Legal Proceedings 11
Item 2. Changes in Securities and Use of Proceeds 11
Item 6. Exhibits and Reports on Form 8-K 11
SIGNATURES 12
Index to Exhibits 13
<PAGE>
FACTUAL DATA CORP.
CONSOLIDATED BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
March 31, 1999 December 31,
(Unaudited) 1998
----------- -----------
<S> <C> <C>
Current assets
Cash and cash equivalents ............................ $10,607,214 $ 1,093,295
Short-term investments ............................... 2,212,386
-----------
Prepaid expenses and other ........................... 292,821 105,964
Accounts receivable, net ............................. 3,603,521 2,919,578
Stock subscription receivable ........................ 4,500,000
(paid in full - April 1999) .......................... --
----------- -----------
----------- -----------
Total current assets ............................... 19,003,556 6,331,223
Property and equipment, net .............................. 3,551,917 2,976,419
Intangibles and other assets ............................. 12,055,224 8,869,259
=========== ===========
$34,610,697 $18,176,901
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Current portion of long-term debt .................... $ 1,879,942 $ 1,304,953
Accounts payable ..................................... 3,704,223 2,225,685
Accrued payroll and .................................. 447,202 431,441
expenses
Income taxes payable ................................. 179,221 524,186
Deferred income ...................................... 59,291 59,291
taxes
----------- -----------
Total current liabilities .......................... 6,269,879 4,545,556
Long-term debt ........................................... 3,153,496 2,492,571
Deferred income taxes .................................... 311,749 302,762
Commitments and contingency
Shareholders' equity
Preferred stock, 1,000,000 shares authorized;
none issued and outstanding .......................... -- --
Common stock, 10,000,000 shares authorized; ............. 22,145,733 8,614,705
5,327,729 issued and outstanding
Retained earnings ....................................... 2,729,840 2,221,307
----------- -----------
Total shareholders' equity ......................... 24,875,573 10,836,012
----------- -----------
$34,610,697 $18,176,901
=========== ===========
</TABLE>
The accompanying notes to unaudited consolidated financial statements
are an integral part of these consolidated statements.
- 3 -
<PAGE>
FACTUAL DATA CORP.
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
For the Three Months
Ended March 31
----------------------------
1999 1998
----------- -----------
Revenue
Information services .................. $ 4,391,299 $ 568,196
Ancillary income ...................... 477,714 429,320
System affiliates ..................... 483,869 586,555
Training, license and other ........... -- 1,005
----------- -----------
Total revenue ....................... 5,352,882 1,585,076
----------- -----------
Operating Expenses
Costs of services provided ............ 3,199,662 446,713
Selling, general and administrative ... 1,293,407 392,686
----------- -----------
Total operating expenses ............ 4,493,069 839,399
----------- -----------
Income from operations .................... 859,813 745,677
Other income (expense)
Other income .......................... 59,797 10,236
Interest expense ...................... (85,854) (18,969)
----------- -----------
Total other expense ................. (26,057) (8,733)
----------- -----------
Income before income taxes ................ 833,756 736,944
Income tax expense ........................ 325,223 272,669
----------- -----------
Net income and comprehensive income ....... $ 508,533 $ 464,275
=========== ===========
Basic earnings per share .................. $ .14 $ .26
=========== ===========
Basic weighted average shares outstanding . 3,596,663 1,800,000
=========== ===========
Diluted earnings per share ................ $ .13 $ .26
=========== ===========
Diluted weighted average shares outstanding 3,790,037 1,800,000
=========== ===========
The accompanying notes to unaudited consolidated financial statements are an
integral part of these consolidated statements.
- 4 -
<PAGE>
FACTUAL DATA CORP.
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
For the Three
Months Ended
March 31
------------------------------
1999 1998
------------ ------------
<S> <C> <C>
Cash flows from operating activities
Net income ......................................... $ 508,533 $ 464,275
------------ ------------
Adjustments to reconcile net income to net cash
provided by operating activities
Depreciation and amortization ..................... 434,233 108,822
Deferred income taxes ............................. 8,988 25,611
Changes in operating assets and liabilities
Accounts receivable .............................. (683,943) (552,617)
Prepaid expenses ................................. (186,857) (15,598)
Other assets ..................................... (78,399) 10,301
Accounts payable ................................. 434,353 472,369
Accrued payroll, payroll taxes and expenses ...... 15,761 (62,173)
Accrued taxes and other .......................... (344,965) 214,123
------------ ------------
(400,829) 200,838
------------ ------------
Net cash provided by operating activities .... 107,704 665,113
------------ ------------
Cash flow from investing activities
Purchase of property and equipment ................. (681,083) (292,056)
Increase in note receivable ........................ -- (3,263)
Net cash used in the acquisition of businesses (1,693,820) --
Sales of short-term investments ................. 2,212,386 --
------------ ------------
Net cash used in investing activities ...... (162,517) (295,319)
------------ ------------
Cash flows from financing activities
Principal payments on long-term debt ............... (480,981) (100,050)
Deferred offering costs incurred net of accounts
payable ........................................... -- (109,946)
Net proceeds in private placement offering
(net of offering expenses paid of $450,287) 10,049,713 --
------------ ------------
Net cash provided by (used in) financing ... 9,568,732 (209,996)
activities
------------ ------------
Net increase in cash and cash equivalents ........... 9,513,919 159,798
Cash and cash equivalents, at beginning of period ... 1,093,295 396,752
============ ============
Cash and cash equivalents, at end of period ......... $ 10,607,214 $ 556,550
============ ============
</TABLE>
Supplemental disclosure of cash flow information:
Interest paid on borrowings for the three months ended March 31, 1999 and
1998 was $85,854 and, $18,969 respectively.
Supplemental disclosure of non-cash investing and financing activities:
During the three months ended March 31, 1999 and 1998, the Company financed
fixed assets purchases totaling $60,870 and $80,846, respectively, with
notes payable and capital leases.
During the three months ended March 31, 1999 and 1998, the Company incurred
$1,018,685 and $56,785, respectively, in offering costs that were included
in accounts payable.
During the three months ended March 31, 1999, the Company acquired five
companies for $1,693,820 cash and notes payable and other liabilities of
$1,470,811. (See Note 2)
During the three months ended March 31, 1999, the company assumed other
liabilities with prior acquisitions totaling $210,714.
The accompanying notes to unaudited consolidated financial
statements are an integral part of these consolidated statements.
- 5 -
<PAGE>
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Note 1: Summary of Significant Accounting Policies
The consolidated financial statements are unaudited and reflect all adjustments
(consisting only of normal recurring adjustments) which are, in the opinion of
management, necessary for a fair presentation of the financial position and
operating results for the interim periods. The consolidated financial statements
should be read in conjunction with the financial statements and notes thereto
contained in the Company's Annual Report on Form 10-KSB filed with the
Securities and Exchange Commission March 31, 1999, which includes audited
financial statements for the years ended December 31, 1998 and 1997. The results
of operations for the three months ended March 31, 1999, may not be indicative
of the results of operations for the year ended December 31, 1999.
The Company's short-term investments as of December 31, 1998, consist
principally of marketable debt securities which management has classified as
available for sale. The Company invested in short-term government, government
guaranteed and investment grade securities. As of March 31, 1999 there were no
unrealized gains or losses on the Company's investments in marketable debt
securities as fair market value approximated amortized cost.
The Company's diluted earnings per share takes into account warrants issued in
the Company's IPO and other outstanding stock options.
Note 2: Business Acquisitions
The Company consummated five acquisitions in the first quarter 1999. The
acquisitions have been accounted for using the purchase method and the results
of operations are reflected in the consolidated financial statements from the
date of acquisitions. The assets were allocated as follows:
Non-Cash Consideration Purchase Price Allocation
---------------------------- ------------------------------
Notes payable $1,445,311 Property and equipment $61,900
Holdback payable 25,500 Other assets 8,171
---------- Intangibles 3,094,560
---------
Subtotal 1,470,811
Cash payment 1,635,016 Total $3,164,631
==========
Acquisition costs 58,804
-----------
Subtotal cash
portion 1,693,820
-----------
Total
consideration $3,164,631
==========
The amortization periods of the intangibles, which are customer lists and
non-compete agreements, are fifteen years and two to five years, respectively.
<PAGE>
Item 2: Management's Discussion and Analysis of Financial Condition and Results
of Operations
This filing contains certain forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934 and the Company intends that such forward-looking
statements be subject to the safe harbors created thereby. These forward-looking
statements include the plans and objectives of management for future operations,
including plans and objectives relating to services offered by and future
economic performance of the Company.
The forward-looking statements included herein are based on current expectations
that involve a number of risks and uncertainties that might adversely affect the
Company's operating results in the future in a material way. Such risks and
uncertainties include, but are not limited to; changes in interest rates, the
effectiveness of the Company's marketing campaign, the response of the mortgage
industry, continued market demand for the Company's services, the effects of
seasonality in the housing market, competition, contingencies associated with
year 2000 compliance, the success of the Company's consolidation plan, and its
ability to manage growth.
Overview
The Company provides a broad range of credit, employment and other information
services to mortgage lenders, consumer lenders, employers, landlords, and other
businesses. The Company specializes in preparing mortgage credit reports that
are customized to meet each lender's individual needs.
The Company provides its services through two different methods. The first
involves services sold directly by the Company to third party customers such as
mortgage lenders, financial institutions, private enterprises, and individuals
(referred to as "information services"). Secondly, the Company sells its
services through franchisees and licensees ("System Affiliates"). The Company
markets its services nationally through 45 combined locations, including Company
operated offices, franchisees and licensees. The System Affiliates provide
information services to customers using the Company's technology and pay
royalty, license and other fees to the Company.
In the first quarter 1999 the Company acquired one Factual Data
franchise, and four competitors with combined trailing 12 month revenues of $4.7
million. In addition to the acquisitions the Company completed a $15 million
private equity offering to a small group of institutional investors. U.S.Bancorp
Piper Jaffray Inc. served as the financial advisor to the Company on the
transaction. As part of the transaction a nominee of the purchasers was added to
the Company's Board of Directors.
<PAGE>
Results of Operations
The following table sets forth for the periods indicated, as a percentage of
total revenue, those items included in the Company's Unaudited Consolidated
Statements of Income:
For the Three
Months Ended
March 31
-----------------
1999 1998
----- -----
Revenue
Information services .............. 82.1% 35.8%
Ancillary income .................. 8.9 27.1
System affiliates ................. 9.0 37.0
Training, license and other ....... -- 0.1
----- -----
Total revenue ................... 100% 100.0%
----- -----
Operating expenses
Costs of services provided ........ 59.7 28.2
Selling, general and administrative 24.2 24.8
----- -----
Total operating expenses ........ 83.9% 53.0%
----- -----
Income from operations ................ 16.1 47.0
Other income ...................... 1.1 0.7
Interest expense .................. (1.6) (1.2)
----- -----
Income before income taxes ............ 15.6% 46.5 %
----- -----
Income tax expense .................... 6.1% (17.2%
----- -----
Net income and comprehensive income ... 9.5% 29.3 %
===== =====
Comparison of three months ended March 31, 1999 and March 31, 1998
Company information services revenue increased $3.82 million, or 673% from
$568,196 in the first quarter 1998 to $4.39 million in the first quarter 1999.
The increase was primarily a result of the Company's acquisitions. Three
acquisitions were closed on January 1, 1999, contributing $512,000 to the first
quarter 1999. Two additional acquisitions were closed on March 31,1999 with $-0-
contributed to the first quarter of 1999. Same location sales growth increased
by $180,575, or 32%, from the first quarter 1998 to the first quarter 1999. The
Company continues to see growth in its Freddie Mac Loan Prospector (R) system
with a $77,000 increase, or 89%, from $85,830 in the first quarter 1998 to
$162,392 in the first quarter 1999.
Ancillary income represents fees paid by system affiliates for various
additional products and services provided to them. Ancillary income increased by
$48,394, from $429,320 in 1998 to $477,714 in 1999. The increase is primarily a
result of the Company providing additional services to its system affiliates.
System affiliates revenues decreased $102,686 or 18%, from $586,555 in the first
quarter 1998 to $483,869 in the first quarter 1999. This decrease is due to the
acquisition of six system affiliates as part of the consolidation plan.
Costs of services increased $2.75 million or 616%, from $446,713 in the first
quarter 1998 to $3.2 million in the first quarter 1999. The increase in cost of
services is directly related to the Company's acquisitions which resulted in an
overall decrease in operating margins from 72% in the first quarter 1998 to 40%
in the first quarter 1999. This decrease in operating margin is directly related
to the following three areas:
|X| Salaries - As a result of acquisitions from the third quarter 1998 and in
the first quarter 1999 the number of employees whose costs are included in
costs of services has increased by 200. Employee costs allocated to costs
of services include operation managers, marketing representatives and
processing personnel. As acquisitions are made, the company generally
incurs a duplication of personnel until the acquisition is completely
converted to the Company's software and operating system. Due to the
inefficiencies of many acquired companies' processing systems and their
dependence on non-automated mortgage credit reports, these increased labor
and other operational costs tend to negatively impact the company's
operating margin during the conversion process.
|X| Bureau costs - Due to volume pricing the Company purchases credit
information at a more favorable price than the small independent
competitors it is acquiring. Converting an acquisition from its existing
price structure, to the Companys takes approximately 30 to 60 days. Part of
the conversion process includes installing software at each lenders
location. With most small independents being on a competitive system,
royalties must also be paid until the office is completely converted to the
Factual Data system.
|X| Telecommunication Costs - As telecommunication costs are also volume
driven, the Company strives to convert the telecommunication of each
acquisition to its selected carrier. The conversion from one phone carrier
to another can include installing new software at each client's location
and setting up an Internet provider. The timeline for the phone conversion
may take between 60 and 120 days.
Selling, general and administrative expenses increased $900,721, or 229%, from
$392,686 in the first quarter 1998 to $1.29 million in the first quarter 1999.
This increase is related to costs associated with the Company's growth in 1998,
and in the first quarter 1999. As a percentage of sales, selling, general and
administrative costs decreased slightly from 24.8% for the first quarter 1998 to
24.2% for the first quarter 1999.
Total operating costs increased $3.65 million, or 435%, from $839,399 in the
first quarter 1998 to $4.49 million in the first quarter 1999 with a resulting
increase in operating income of $114,136 or 15%, from $745,677 in the first
quarter 1998 to $859,813 in the first quarter 1999.
Interest expense increased $66,885, or 352% from $18,969 in the first quarter
1998 to $85,854 in the first quarter 1999. This increase is due to additional
notes payable issued in connection with the Company's acquisitions.
Income taxes increased $52,554, or 19%, from $272,669 in the first quarter 1998
to $325,223 in the first quarter 1999. The Company's effective tax rate is
approximately 37%.
As a result of the foregoing factors, net income increased $44,258, or 10%, from
$464,275 in the first quarter 1998 to $508,533 in the first quarter 1999.
For the first quarter 1998 the Company had 1,800,000 diluted weighted average
shares outstanding as compared to 3,790,037 diluted weighted average shares
outstanding for the first quarter 1999. As a result of private placement
completed in March and April 1999, there will be an additional 1,912,451 shares
outstanding for the second quarter 1999.
Diluted earnings per share decreased by $0.13 per share, or 50%, from $0.26 per
share for the first quarter of 1998 to $0.13 per share for the first quarter of
1999. This decrease was primarily due to the issuance of 1,380,000 shares of
Company Common Stock in the Company's initial public offering in May 1998 and
the related lag time in investing the use of the proceeds into operating assets
(such as acquisitions). As discussed above, the Company incurs certain
operational inefficiencies and duplication of certain costs for approximately 60
to 180 days after making an acquisition, the effect of which will reduce
earnings per share while the acquisition is being converted into the Company's
operational systems.
Liquidity and Capital Resources
The Company continues to meet its capital requirements through cash flows
provided by operations, the sale of short-term investments and the proceeds from
the private placement in March 1999. The total cash and cash equivalents
increased $9.5 million in the three months ended March 31, 1999.
For the three months ended March 31, 1999 net cash provided by operating
activities was $107,704. Net cash used in investing activities was $162,517 and
net cash provided by financing activities was $9.5 million. The purchase of
property and equipment accounted for $681,083 and cash used for acquisitions was
$1.7 million, which was funded by the sale of short-term investments. Cash used
for the repayment of long-term debt amounted to $480,981. The institutional
offering raised $15 million in gross proceeds of which $10 million was funded at
March 31, 1999 and the remaining $5 million on April 1, 1999.
Management believes that its anticipated cash requirements for the immediate
future will be met from internally generated funds and the proceeds from the
private placement with the institutional investors. The Company will continue to
invest the proceeds in short-term securities with maturities being met to
continue the use of these proceeds for the consolidation plan.
Year 2000 Compliance
The Company utilizes a significant number of computer systems across its entire
organization. The Company therefore must assess those systems Year 2000
compliance and then correct or replace systems as needed. The Company has
completed its Year 2000 compliance assessment for software and hardware
compliance. This assessment concluded with a schedule for Year 2000 equipment
and software updates as necessary, and schedule for confirming compliance via
testing. The Company has prioritized the updating and testing of its systems.
Software for customer use has the highest priority, followed by internal systems
critical to operations. Modification of Company generated software for Year 2000
compliance is complete, and testing of compliance was completed January 31,
1999. Modification of current hardware and low-level system software for Year
2000 compliance is complete, with operating system patches or upgrades being
applied as they become available. Updates of vendor supplied systems with either
Year 2000 compliant patches or upgrades are in progress. All new software
developed by the Company is 32-bit Windows software and is Year 2000 compliant
to the standards set forth by Microsoft Corporation's published guidelines. All
of the Company's customers will be required to upgrade to 32-bit Window's
software by December 31, 1999. The Company is currently testing for Year 2000
compliance with key information vendors and customers in an industry-wide effort
sponsored by Freddie Mac.
Costs for Year 2000 compliance include administration of Year 2000 compliance
plan, modifications to existing software, updating of systems, a percentage of
new software development, and testing costs. Total Year 2000 costs are estimated
at $200,000, of which approximately $80,000 was incurred in 1998 and $14,000 was
incurred through March 31, 1999. Although the Company is developing, and will,
if necessary, implement appropriate contingency plans to mitigate to the extent
possible the effects of any significant Year 2000 noncompliance, such plans may
not be adequate and the cost of Year 2000 compliance may be higher than
$200,000.
Vendors for facilities such as telephone and electricity have indicated that
they will be Year 2000 compliant by the end of June 1999. The Company believes
that it has completed all software updates necessary to upgrade its information
source vendors to their proprietary Year 2000 versions. This project is
material, but may be unnecessary for Year 2000 compliance as the Company already
interprets the 2 digit year representations of these vendors. The Company's
results of operations and financial condition could be materially adversely
affected by the failure of outside vendors to achieve Year 2000 compliance in a
timely manner.
With the exception of software installed at customer sites, all Company
generated software is available to Company staff for immediate modification and
update, should Year 2000 compliance problems be discovered. Current customer
software has a capability for the customer to automatically update the software,
via normal communications with the Company, should any problems be found after
the software is installed at the customer site. A worst case scenario would
involve a fallback to legacy software that has been modified to use available
century information or wherever necessary to interpret the century using
windowing technology. The Company's results of operations and financial
condition could be materially adversely affected by the failure of both original
and contingency plans to achieve Year 2000 compliance in a timely manner.
The Company's development of new 32-bit, Year 2000 compliant Windows software
for systems that are now running DOS or 16-bit Windows software is currently
scheduled for completion during the fourth quarter 1999. The use of the new
Company generated Windows software is considered a contingency plan for the
failure of the existing DOS or 16-bit Windows software running with Year 2000
modifications that interpret the century. Those modifications are currently in
place, and were tested for Y2K compliance as of January 31, 1999. Contingency
plans for vendor supplied systems are still being developed, and should be
complete by end of first quarter 1999.
All of the Company's systems used in the servicing of customer requests,
customer billing, accounting, and payroll have all been upgraded or replaced to
meet Year 2000 requirements, and have completed internal compliance testing. All
newly purchased systems are being implemented meeting Year 2000 requirements.
Most of the employee desktop machines have been either upgraded or replaced to
meet Year 2000 requirements, and the remaining employee desktop machines that
have not already been upgraded or replaced are scheduled to be either upgraded
or replaced by July of 1999.
Internal compliance testing has been completed successfully, and the Company is
now participating in external testing with clients and vendors, both on an
individual basis and as part of the MBA Year 2000 Readiness test, in order to
ensure client and vendor readiness for the Year 2000. Testing will continue into
June of 1999.
<PAGE>
II - OTHER INFORMATION
Item 1. Legal Proceedings
AT&T Corp. filed an action against the Company seeking damages for services and
disconnect fees. Management contested the case, and has obtained a satisfactory
settlement. The Company accrued for what it believed to be accurate charges as
period costs during the time incurred and therefore settlement of the action has
no effect on the operations or financial condition of the Company.
Item 2. Changes in Securities and Use of Proceeds
In the first quarter of 1999, the Company used substantially all of the
remaining portion of the proceeds from its initial public offering (Registration
Statement No. 333-47051), about $2.2 million, in connection with its acquisition
program. Near the end of the quarter, the Company completed a private placement
of 1,854,714 shares of its common stock to a small group of institutions and
raised $15 million gross, about $13.5 million net, to be used in its continuing
acquisition program. The placement was made to four institutional investors, all
accredited investors within the definition set forth in Rule 501(a) adopted
under the Securities Act of 1933 in reliance on Section 4(2) of that Act and
Rule 506 adopted thereunder. U.S. Bancorp, Piper Jaffray acted as the selling
agent in the placement.
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits - The following exhibits are filed herewith:
No. Description
------------ -----------
27 Financial Data Schedule
b.Reports on Form 8-K
The Company filed the following reports on Form 8-K during the quarter
ended March 31, 1999
Filing Date Items
January 8, 1999 Item 2, reporting the acquisition of the assets of
Oxbow Enterprises, Inc.
January 14, 1999 Item 7, of Form 8-K/A, amending Form 8-K filed on
January 8, 1999.
January 29, 1999 Item 2, reporting the acquisition
of the assets of Premier Mortgage
Credit Services, Inc.
<PAGE>
SIGNATURES
In accordance with 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.
Dated: May 13, 1999
FACTUAL DATA CORP.
(Registrant)
/s/ Jerald H. Donnan
Jerald H. Donnan
President and Chief Executive Officer
(Principal Executive Officer)
/s/ Todd A. Neiberger
Todd A. Neiberger
Chief Financial Officer
(Principal Financial and Accounting
Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 10,607,214
<SECURITIES> 0
<RECEIVABLES> 8,103,521
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 19,003,556
<PP&E> 3,551,917
<DEPRECIATION> 0
<TOTAL-ASSETS> 34,610,697
<CURRENT-LIABILITIES> 6,269,879
<BONDS> 3,153,496
0
0
<COMMON> 22,145,733
<OTHER-SE> 2,729,840
<TOTAL-LIABILITY-AND-EQUITY> 34,610,697
<SALES> 0
<TOTAL-REVENUES> 5,352,882
<CGS> 0
<TOTAL-COSTS> 3,199,662
<OTHER-EXPENSES> 1,293,407
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 85,854
<INCOME-PRETAX> 833,756
<INCOME-TAX> 325,223
<INCOME-CONTINUING> 508,533
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 508,533
<EPS-PRIMARY> .14
<EPS-DILUTED> .13
</TABLE>
