<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1 to
CURRENT REPORT
Pursuant To Section 13 Or 15(d) Of the Securities Exchange Act Of 1934
Date of Report (Date of earliest event reported) DECEMBER 17, 1999
VISTA INFORMATION SOLUTIONS, INC.
----------------------------------------------------------
(Exact name of registrant as specified in charter)
DELAWARE 0-20312 41-1293754
-------- ------- ----------
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
5060 SHOREHAM PLACE, #300, SAN DIEGO, CA 92122
----------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (858) 450-6100
--------------
NOT APPLICABLE
-----------------------------------------------------------------------
(Former name or former address, if changed since last report)
This current report on Form 8-K/A amends the Current Report on Form 8-K filed by
VISTA Information Solutions, Inc. on January 3, 2000 solely to add the financial
statements of the business acquired required by Item 7(a) and the pro forma
financial information required by Item 7(b).
<PAGE>
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Business Acquired
The following audited financial statements of Data Management Services
Business of Moore Corporation Limited ("DMS") are included as follows:
Independent Auditors' Report
Consolidated Balance Sheets as of December 31, 1998, 1997 and 1996
Consolidated Statements of Operations for each of the three years in
the period ended December 31, 1998
Consolidated Statements of Stockholders' Equity for each of the three
years in the period ended December 31, 1998
Consolidated Statements of Cash Flows for each of the three years in
the period ended December 31, 1998
Notes to Consolidated Financial Statements
The following unaudited interim financials statements of DMS are included
as follows:
Unaudited Condensed Consolidated Balance Sheet as of September 30, 1999
Unaudited Condensed Consolidated Statements of Operations for the nine
months ended September 30, 1999 and 1998
Unaudited Condensed Consolidated Statements of Cash Flows for the nine
months ended September 30, 1999 and 1998
Notes to Unaudited Condensed Consolidated Financial Statements
(b) Pro Forma Financial Information
The following unaudited pro forma financial information of Vista
Information Solutions, Inc. ("VISTA") is included as follows:
Basis of Presentation
Unaudited Pro Forma Condensed Combined Balance Sheet as of September
30, 1999
Unaudited Pro Forma Condensed Combined Statement of Operations for the
nine months ended September 30, 1999
Unaudited Pro Forma Condensed Combined Statement of Operations for the
year ended December 31, 1998
Notes to Unaudited Pro Forma Condensed Combined Financial Information
(c) Exhibits
23.1 Consent of PricewaterhouseCoopers LLP
<PAGE>
I. REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors of
Moore Corporation Limited
In our opinion, the accompanying balance sheets and the related statements
of operations and of cash flows present fairly, in all material respects,
the financial position of Data Management Services Business of Moore
Corporation Limited ("the Business") (as described in Note 1 to the
consolidated financial statements) as of December 31, 1998, 1997 and 1996,
and the results of its operations and its cash flows for each of the three
years in the period ended December 31, 1998, in conformity with generally
accepted accounting principles. These consolidated financial statements are
the responsibility of the Business' 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.
As described in Note 1 to the consolidated financial statements, on July
28, 1999, Moore North America, Inc. and Vista Information Solutions, Inc.
entered into an agreement for the sale of certain assets and assumption of
certain liabilities of the Business.
PricewaterhouseCoopers LLP
Minneapolis, Minnesota
July 28, 1999
<PAGE>
DATA MANAGEMENT SERVICES BUSINESS OF MOORE CORPORATION LIMITED
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
DECEMBER 31,
------------------------------------
1998 1997 1996
<S> <C> <C> <C>
ASSETS
Current assets:
Cash $ 588 $ 373 $ 371
Accounts receivable, net 5,522 6,838 8,408
Inventories 1,945 997 868
Other current assets 4,396 5,607 6,058
----------- ----------- -----------
Total current assets 12,451 13,815 15,705
Property, plant and equipment, net 5,680 7,020 8,350
Intangible assets, net 6,838 11,686 18,156
Other assets 4,442 5,813 6,507
----------- ----------- -----------
Total assets $ 29,411 $ 38,334 $ 48,718
=========== =========== ===========
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable $ 5,545 $ 6,853 $ 6,009
Deferred revenue 3,746 3,728 2,720
Other current liabilities 5,151 5,575 3,712
----------- ----------- -----------
Total current liabilities 14,442 16,156 12,441
Deferred revenue, long-term portion 2,746 4,039 2,063
----------- ----------- -----------
Total liabilities 17,188 20,195 14,504
----------- ----------- -----------
Commitments and contingencies
Equity:
Net investment by Moore 12,873 18,377 34,201
Accumulated other comprehensive income (650) (238) 13
----------- ----------- -----------
Total equity 12,223 18,139 34,214
----------- ----------- -----------
Total liabilities and equity $ 29,411 $ 38,334 $ 48,718
=========== =========== ===========
</TABLE>
The accompanying notes to the consolidated financial statements
are an integral part of these statements.
<PAGE>
DATA MANAGEMENT SERVICES BUSINESS OF MOORE CORPORATION LIMITED
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
DECEMBER 31,
-------------------------------------
1998 1997 1996
<S> <C> <C> <C>
Net revenues $ 69,280 $ 71,055 $ 61,656
Cost of good sold 52,454 52,764 43,636
----------- ----------- -----------
Gross profit 16,826 18,291 18,020
Operating expenses:
Selling and marketing 10,326 9,643 6,616
General and administrative 8,336 10,479 7,613
Research and development 3,620 2,639 2,214
Impairment and one-time charges 3,186 4,039
----------- ----------- -----------
Total 25,468 26,800 16,443
----------- ----------- -----------
Operating (loss) income (8,642) (8,509) 1,577
Intercompany interest, net (499) (670) (154)
Other income 1,521 1,212 3,367
----------- ----------- -----------
(Loss) income before income taxes (7,620) (7,967) 4,790
Income tax (benefit) provision (202) 1,931 2,003
----------- ----------- -----------
Net (loss) income $ (7,418) $ (9,898) $ 2,787
=========== =========== ===========
</TABLE>
The accompanying notes to the consolidated financial statements
are an integral part of these statements.
<PAGE>
DATA MANAGEMENT SERVICES BUSINESS OF MOORE CORPORATION LIMITED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
DECEMBER 31,
-------------------------------------
1998 1997 1996
<S> <C> <C> <C>
Cash flows from operating activities:
Net (loss) income $ (7,418) $ (9,898) $ 2,787
Adjustments:
Depreciation and amortization 4,995 6,156 3,303
Impairment and one-time charges 3,186 4,039
Deferred income taxes, net 1,808 (1,059)
Allocated expenses 2,539 3,270 2,361
Other (112) 21 33
Change in assets and liabilities:
Accounts receivable 1,166 1,481 (350)
Inventories and capitalized contract costs (1,833) (1,472) 350
Other current assets 1,217 785 (1,074)
Lease receivables 791 (1,906) (802)
Accounts payable (1,197) 918 2,335
Accrued expenses (1,051) 2,175 705
Deferred revenue (1,275) 2,983 423
----------- ----------- -----------
Net cash provided by operating activities 1,008 10,360 9,012
----------- ----------- -----------
Cash flows from investing activities:
Cash paid for acquisitions (23,383)
Capitalization of software development costs (235) (665) (160)
Net proceeds from notes receivable 1,492 1,753 3,970
Acquisition of property and equipment (2,288) (2,269) (1,801)
Proceeds from the sale of property and equipment 898 35 22
----------- ----------- -----------
Net cash used in investing activities (133) (1,146) (21,352)
----------- ----------- -----------
Cash flows from financing activities:
Cash (paid to) received from Moore (625) (9,196) 12,689
----------- ----------- -----------
Net cash (used in) provided by financing activities (625) (9,196) 12,689
----------- ----------- -----------
Net increase in cash 250 18 349
Cash, beginning of year 373 371 24
Effect of exchange rates on cash (35) (16) (2)
----------- ----------- -----------
Cash, end of year $ 588 $ 373 $ 371
=========== =========== ===========
</TABLE>
(continued)
The accompanying notes to the consolidated financial statements
are an integral part of these statements.
<PAGE>
DATA MANAGEMENT SERVICES BUSINESS OF MOORE CORPORATION LIMITED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
- -------------------------------------------------------------------------------
The Company issued cash in connection with certain business combinations in
1996. The fair values of the assets and liabilities at the dates of the
acquisitions are presented as follows:
<TABLE>
<S> <C>
Accounts receivable $ 1,177
Inventories 5
Other current assets 212
Property, plant and equipment 2,558
Intangible assets 18,261
Other assets 3,106
Accounts payable (77)
Deferred revenue (1,353)
Other current liabilities (506)
-----------
Net assets acquired $ 23,383
===========
</TABLE>
The accompanying notes to the consolidated financial statements
are an integral part of these statements.
<PAGE>
DATA MANAGEMENT SERVICES BUSINESS OF MOORE CORPORATION LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS)
1. BACKGROUND AND BASIS OF PRESENTATION
BACKGROUND
The Data Management Services Business of Moore Corporation Limited (the
"Business") provides technological solutions to the real estate industry
including Multiple Listing Services ("MLS") Boards, brokers, agents, individual
consumers and market suppliers. The Business provides the MLS Boards with
systems which combine computer hardware, internally developed and licensed
software, telecommunications, security and facilities management services,
customer support and maintenance. The Business also provides integrated public
records, local and national school databases and other pertinent property
related information. These tools provide the real estate professional with
immediate and reliable access to real estate information in their geographical
area. In addition to providing electronic media to the real estate industry, the
Business also produces customized MLS catalogs. These catalogs provide detailed
listing information for MLS board and association members including complete
proprietary data about Realtor-listed homes for sale. To serve the consumer and
market suppliers, the Business has the CyberHomes Internet web site. This
Internet search engine allows consumers to search for homes for sale in a
selected geographical area and connects them with real estate agents and market
suppliers.
The Business is an operating unit of Moore Corporation Limited ("Moore"). Moore
is a leading international provider of products and services that help companies
communicate through print and digital technologies. As a leading supplier of
document formatted information, print outsourcing and data based marketing,
Moore designs, manufactures and delivers business communication products,
services and solutions to customers.
On July 28, 1999, Moore North America, Inc. entered into an agreement with Vista
Information Solutions, Inc. ("Vista") such that Vista would purchase
substantially all of the assets of the Business and assume certain liabilities
of the Business under the terms of the agreement.
BASIS OF PRESENTATION
The consolidated financial statements have been prepared by the Business'
management in accordance with generally accepted accounting principles and
include such estimates and adjustments as deemed necessary to present fairly the
financial position, results of operations and cash flows of the Business as of
and for the periods presented. The consolidated financial statements include
substantially all of the assets, liabilities, revenues and expenses that were
directly related to the Business previously included in Moore's consolidated
financial statements. The statements of operations of the Business are intended
to include all of the related costs of doing business including an allocation of
certain general corporate expenses of Moore, which were not directly related to
the Business, including corporate management, corporate research and
development, information technologies, finance, legal and human resources. These
allocations were based on a variety of factors including personnel, space, time
and effort, and sales volume. Management believes these allocations were made on
a reasonable basis. Total allocated expenses for 1998, 1997 and 1996 were
$2,539, $3,270 and $2,361, respectively.
Cash reflected in these statements is that of the Canadian division. All other
cash is swept to Moore as part of centralized cash management.
<PAGE>
There is no specific debt related to the Business at Moore to allocate to the
Business. However, Moore does charge intercompany interest for certain advances.
This charge is reflected in the statements of operations. The Business'
financing requirements are represented by cash transactions with Moore and are
reflected in the "Net Investment by Moore" account (see Note 9). Certain
liabilities of Moore, such as certain employee benefits and income tax-related
balances have not been allocated to the Business and are included in the Net
Investment by Moore account.
The financial information included herein may not necessarily be indicative of
the financial position, results of operations or cash flows of the Business in
the future or what the financial position, results of operations or cash flows
would have been if the Business had been a separate, independent company during
the periods presented.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
CONSOLIDATION
The consolidated financial statements include the accounts of the Business which
is primarily the two Data Management Services divisions, one in the United
States and one in Canada. All significant intercompany transactions and balances
between the two divisions have been eliminated.
USE 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 amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
FOREIGN CURRENCY TRANSLATION
The functional currency of the foreign operations is the U.S. dollar. All asset
and liability accounts denominated in foreign currencies are translated at
year-end exchange rates, with equity accounts carried at historical dollar
balances. Statement of operations' accounts denominated in foreign currencies
are translated at average exchange rates during the period. These translation
adjustments are recorded as other comprehensive income.
FAIR VALUE DISCLOSURE OF FINANCIAL INSTRUMENTS
The Business' financial instruments consist of lease, notes and trade
receivables and payables for which their current carrying amounts approximate
fair market value.
The Business factors its trade receivables with an affiliated company, therefore
does not have legal ownership of the accounts receivable. These financial
statements are prepared assuming that the factoring arrangement does not exist
as the legal ownership will transfer to the acquiring entity upon closing.
INVENTORIES
Inventories are stated at the lower of cost or market, with cost generally
determined on a first-in first-out basis.
<PAGE>
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are recorded at cost. Depreciation is computed
using the straight-line method over the estimated useful lives of the assets
ranging from three to ten years for equipment and furniture and fixtures and ten
to forty years for buildings. Leasehold improvements are amortized over their
estimated useful lives or the term of the lease, whichever is shorter.
Maintenance and repairs are expensed as incurred. Depreciation expense for the
years ended December 31, 1998, 1997 and 1996 was $2,445, $3,365 and $2,093,
respectively.
REVENUE RECOGNITION
Revenue on the sales of "off the shelf" software products is recognized upon
shipment. Revenue on leased hardware of MLS system sales are recognized at
delivery in accordance with Statement of Financial Accounting Standards No. 13
("SFAS No. 13"), "Accounting for Leases." Software and purchased hardware is
recognized ratably over the term of the agreement beginning at cutover, which is
generally when no significant obligations remain and collection is probable.
Revenue from Post Contract Customer Support ("PCS") is recognized ratably over
the term of the PCS arrangement. Other services, such as facilities management
and public records services, are recognized ratably over the term of the
agreement. The Company provides various leasing arrangements for approximately
half of its MLS customers. The leases are classified as sales-type leases in
accordance with SFAS No. 13. The Company also provides various financing
arrangements for the sale of MLS systems.
CAPITALIZED CONTRACT COSTS AND DEFERRED REVENUE
Capitalized contract costs consist of hardware, software and labor costs that
have been incurred prior to contract cutover for MLS systems. Upon cutover,
these costs are recognized ratably over the contract term.
Deferred revenue consists of cash received for MLS systems prior to the
recognition of revenue, as well as cash received in advance for services to be
performed. Deferred revenue is shown net of the related capitalized contract
costs on a by contract basis.
CONCENTRATIONS OF CREDIT RISK
The Business sells products to a number of customers all within the real estate
industry. The Business performs ongoing credit evaluations of its customers'
financial condition.
RESEARCH AND DEVELOPMENT COSTS
Research and development costs are charged to expense as incurred.
ADVERTISING COSTS
Advertising costs are charged to expense as incurred and totaled $1,371, $1,382
and $1,055 in 1998, 1997 and 1996, respectively.
INTANGIBLE ASSETS
Intangible assets consist primarily of acquired intangible assets (primarily
goodwill) and capitalized software development costs.
<PAGE>
ACQUIRED INTANGIBLE ASSETS
Acquired intangible assets represents the excess of the cost to acquire certain
assets and liabilities over their estimated fair value at the date of
acquisition. Acquired intangible assets are amortized on a straight-line basis
over estimated useful lives of five to twenty years.
The Business assesses the future realizability of these acquired intangible
assets based upon projected future undiscounted cash flows in accordance with
Statement of Financial Accounting Standards No. 121 ("SFAS No. 121"),
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of." This assessment requires management to make certain specific
assumptions with respect to revenue and expense levels.
In accordance with SFAS No. 121, management determined that the acquired
intangible assets recorded at the acquisitions of On-Line Software, Inc. ("OLS")
and U.S. Recognition, Inc. ("USR") was partially impaired as of December 31,
1997 as the future undiscounted cash flows were estimated to be insufficient to
recover its carrying value. The Business compared the net carrying value to the
fair value based upon discounted cash flows to determine the impairment. In
1997, the Business recognized impairment losses of $4,039.
Additionally, during 1998, Moore had a change in management that led to a
re-evaluation of the Business and its structure. It was determined to
substantially reduce the funding and support of OLS and USR resulting from these
entities needing to streamline their operations. The Business took a one-time
charge of $731 relating to employee benefit costs and other costs and paid $331
in 1998 with $120 to be paid in 1999 which is reflected on Moore's financial
statements. As a result in the change in focus, management analyzed the adjusted
undiscounted future cash flows. It was found to be insufficient to recover its
carrying value. In 1998, the Business recognized impairment losses of $2,455.
Amortization of acquired intangible assets for the years ended December 31,
1998, 1997 and 1996, excluding impairment charges, was $2,484, $2,734 and
$1,196, respectively.
SOFTWARE DEVELOPMENT COSTS
Costs incurred internally in creating computer software are charged to expense
when incurred as research and development until technological feasibility has
been established. Technological feasibility is established upon completion of a
detail program design or, in its absence, completion of a working model.
Thereafter, all software production costs are capitalized and subsequently
reported at the lower of unamortized cost or net realizable value. Capitalized
costs are amortized based on current and future revenue for each product with an
annual minimum equal to the straight-line amortization over the remaining
estimated economic life of the product. Estimated economic life is generally
three years.
The Business continually evaluates whether events or circumstances have occurred
that indicate that the remaining useful life of intangible assets may warrant
revision or that the remaining balance may not be recoverable.
Amortization of software development costs for the years ended December 31,
1998, 1997 and 1996 was $66, $57 and $14, respectively.
<PAGE>
PENSION AND POSTRETIREMENT PLANS
The Business employees participate in Moore pension and postretirement plans.
The Business has accounted for its participation in the Moore plans as a
participation in multi-employer plans. Accordingly, the statement of operations
includes an allocation from Moore for the costs associated with the Business
employees who participate in these plans that is comparable to the Business'
required contribution to the plans for the periods presented. As previously
discussed, no assets and liabilities have been reflected in the balance sheets
related to the overall Moore pension and postretirement plans since it is not
practicable to segregate the amounts applicable to the Business.
INCOME TAXES
As an operating unit within Moore, the Business does not file separate tax
returns but rather is included in the income tax returns filed by Moore and its
subsidiaries in various domestic and foreign jurisdictions. For purposes of
these financial statements, the Business' allocated share of Moore's income tax
provision and other tax attributes, such as net operating losses, were based on
the "separate return" method accounted for under the liability method in
accordance with Statement of Financial Accounting Standards No. 109 ("SFAS No.
109"), "Accounting for Income Taxes." Current income taxes payable/receivable
for the Business' operations is included in the Net Investment by Moore equity
account because Moore pays all taxes and receives all tax refunds on the
Business' behalf. Deferred tax assets and liabilities are determined based on
the differences between the financial statement and tax bases of assets and
liabilities reduced by valuation allowances as necessary. For purposes of these
financial statements, the utilization of net operating losses is recognized on a
separate return basis.
3. BUSINESS ACQUISITIONS
ON-LINE SOFTWARE, INC.
Effective July 15, 1996, the Business acquired certain assets and assumed
certain liabilities of OLS for $7,597 in cash. The acquisition was accounted for
as a purchase. The allocation of purchase price included assignment of
approximately $7,496 to intangible assets with a five-year life. The results of
OLS are included in the consolidated results from the date of acquisition.
BORIS SYSTEMS, INC.
Effective October 1, 1996, the Business acquired all of the outstanding common
stock of Boris Systems, Inc. ("Boris") for $12,288 in cash. The acquisition was
accounted for as a purchase. The allocation of purchase price included
assignment of approximately $7,586 to intangible assets with a ten-year life.
The results of Boris are included in the consolidated results from the date of
acquisition.
U.S. RECOGNITION, INC.
Effective October 31, 1996, the Business acquired all of the outstanding common
stock USR for $3,498 in cash. The acquisition was accounted for as a purchase.
The allocation of purchase price included assignment of approximately $3,179 to
intangible assets with a ten-year life. The results of USR are included in the
consolidated results from the date of acquisition.
The following presents the unaudited pro forma results of operations of the
Business for the year ended December 31, 1996 as if all of the purchased
companies had been acquired as of January 1, 1996. The pro forma results of
operations reflect certain pro forma adjustments primarily related to the
amortization of acquired intangible assets.
Revenues $74,556
Net income $ 1,262
<PAGE>
4. SUPPLEMENTAL BALANCE SHEET INFORMATION
<TABLE>
<CAPTION>
1998 1997 1996
<S> <C> <C> <C>
Accounts receivable:
Accounts receivable $ 6,957 $ 8,314 $ 10,081
Less allowances (1,435) (1,476) (1,673)
----------- ----------- -----------
$ 5,522 $ 6,838 $ 8,408
=========== =========== ===========
Inventories:
Work in process $ 1,645 $ 719 $ 1,074
Raw materials and supplies 658 550 123
Less allowance (358) (272) (329)
----------- ----------- -----------
$ 1,945 $ 997 $ 868
=========== =========== ===========
Other current assets:
Capitalized contract costs $ 1,877 $ 1,548 $ 1,038
Current portion of lease receivables 1,594 2,495 2,453
Current portion of long-term notes receivable 171 372 1,212
Deferred tax asset 766
Other 754 1,192 589
----------- ----------- -----------
$ 4,396 $ 5,607 $ 6,058
=========== =========== ===========
Property, plant and equipment:
Land $ 585 $ 630 $ 657
Buildings and leasehold improvements 2,507 2,572 2,663
Machinery and equipment 15,634 15,902 14,385
Furniture and fixtures 1,029 995 1,024
----------- ----------- -----------
19,755 20,099 18,729
Less accumulated depreciation and amortization (14,075) (13,079) (10,379)
----------- ----------- -----------
$ 5,680 $ 7,020 $ 8,350
=========== =========== ===========
Intangible assets:
Acquired intangible assets $ 9,997 $ 20,994 $ 21,398
Software development costs 900 779 114
----------- ----------- -----------
10,897 21,773 21,512
Less accumulated amortization (4,059) (10,087) (3,356)
----------- ----------- -----------
$ 6,838 $ 11,686 $ 18,156
=========== =========== ===========
Other assets:
Capitalized contract costs $ 3,015 $ 2,487 $ 1,667
Lease receivables 1,088 2,602 2,140
Notes receivable 150 616 1,529
Deferred tax asset 1,042
Other 189 108 129
----------- ----------- -----------
$ 4,442 $ 5,813 $ 6,507
=========== =========== ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
1998 1997 1996
<S> <C> <C> <C>
Other current liabilities:
Accrued compensation $ 1,265 $ 1,796 $ 992
Sales taxes payable 1,089 1,397 420
Site provisions 744 857 804
Accrued building expenses 757 608 619
Other 1,296 917 877
----------- ----------- -----------
$ 5,151 $ 5,575 $ 3,712
=========== =========== ===========
</TABLE>
5. LEASE RECEIVABLES
Future lease receivables for each of the next five years are as follows:
<TABLE>
<S> <C>
1999 $ 1,740
2000 784
2001 325
2002 86
2003 25
--
2,960
Less: Amounts representing interest (278)
----
Present value of net lease receivable 2,682
=====
Current $1,594
Long-term 1,088
-----
Total $2,682
======
</TABLE>
6. DEFERRED REVENUE
Deferred revenue consists of the following:
<TABLE>
<CAPTION>
1998 1997 1996
<S> <C> <C> <C>
Deferred revenue $ 6,363 $ 8,793 $ 4,970
Capitalized contract costs (3,247) (2,679) (1,795)
----------- ----------- -----------
3,116 6,114 3,175
Cash advances 3,376 1,653 1,608
----------- ----------- -----------
Net deferred revenue $ 6,492 $ 7,767 $ 4,783
=========== =========== ===========
Current 3,746 $ 3,728 $ 2,720
Long-term 2,746 4,039 2,063
----------- ----------- -----------
Total $ 6,492 $ 7,767 $ 4,783
=========== =========== ===========
</TABLE>
<PAGE>
7. INCOME TAXES
<TABLE>
<CAPTION>
1998 1997 1996
<S> <C> <C> <C>
Income (loss) before tax:
United States $ (9,695) $ (10,119) $ 2,238
International 2,075 2,152 2,552
----------- ----------- -----------
Total $ (7,620) $ (7,967) $ 4,790
=========== =========== ===========
Income tax provision (benefit):
Currently payable:
Federal $ (939) $ (694) $ 1,633
State (176) (130) 307
International 913 947 1,122
----------- ----------- -----------
(202) 123 3,062
----------- ----------- -----------
Deferred:
Federal 1,520 (892)
State 288 (167)
International
----------- ----------- -----------
1,808 (1,059)
Total $ (202) $ 1,931 $ 2,003
=========== =========== ===========
Components of net deferred tax assets and liabilities:
Receivables $ 616 $ 632 $ 318
Inventories 284 109 133
Intangible assets 3,140 1,671 217
Accrued liabilities 197 912 315
Deferred revenue 1,098 1,615 825
Net operating loss carryforward 2,167
----------- ----------- -----------
Deferred tax asset 7,502 4,939 1,808
Deferred tax valuation allowance (7,502) (4,939)
----------- ----------- -----------
Net deferred tax asset $ - $ - $ 1,808
=========== =========== ===========
</TABLE>
The difference between tax expense (benefit) calculated at the U.S. federal
statutory tax rate and the recorded tax expense (benefit) on pretax income is
due primarily to state taxes (net of federal benefit), foreign taxes, goodwill
and other permanent items, and the recording of the valuation allowance during
the year ended December 31, 1997.
At December 31, 1998, the Business has approximated $5,700 of federal and $4,000
of state net operating loss carryforwards and $13,300 of deductible temporary
differences that can offset taxable income in future years. At December 31,
1997, the Business has approximately $12,300 of deductible temporary differences
that can offset taxable income in future years. A valuation allowance has been
established for the entire tax benefit associated with all net operating loss
carryforwards and deductible temporary differences at December 31, 1998 and
1997, respectively, as their realization was not likely.
<PAGE>
8. OTHER INCOME
Other income consists of the following:
<TABLE>
<CAPTION>
1998 1997 1996
<S> <C> <C> <C>
Interest on long-term contracts $ 952 $ 947 $ 904
Equity income from Information Services of Illinois 205 179 69
Litigation settlement 2,300
Other 364 86 94
----------- ----------- -----------
$ 1,521 $ 1,212 $ 3,367
=========== =========== ===========
</TABLE>
9. EQUITY
The statement of changes in equity and comprehensive income during each of the
years ended December 31 were as follows:
<TABLE>
<CAPTION>
Accumulated
Net Other
Investment Comprehensive Total
By Moore Income Equity
<S> <C> <C> <C>
Balance at December 31, 1995 $ 16,364 $ 32 $ 16,396
Cumulative translation adjustment (19) (19)
Net income 2,787 2,787
Allocated expenses 2,361 2,361
Net amount received from Moore 12,689 12,689
------------ ------------ ------------
Balance at December 31, 1996 34,201 13 34,214
Cumulative translation adjustment (251) (251)
Net loss (9,898) (9,898)
Allocated expenses 3,270 3,270
Net amount paid to Moore (9,196) (9,196)
------------ ------------ ------------
Balance at December 31, 1997 18,377 (238) 18,139
Cumulative translation adjustment (412) (412)
Net loss (7,418) (7,418)
Allocated expenses 2,539 2,539
Net amount paid to from Moore (625) (625)
------------- ------------ -------------
Balance at December 31, 1998 $ 12,873 $ (650) $ 12,223
============ ============ ============
</TABLE>
<PAGE>
COMPREHENSIVE INCOME
Effective January 1, 1998, the Company adopted Statement of Financial Accounting
Standards No. 130 ("SFAS No. 130"), "Reporting Comprehensive Income," which
establishes standards for reporting and display of changes in equity from
non-owner sources in the financial statements.
The statements of comprehensive income during each of the years ended December
31 were as follows:
<TABLE>
<CAPTION>
1998 1997 1996
<S> <C> <C> <C>
Net (loss) income $ (7,418) $ (9,898) $ 2,787
Other comprehensive income:
Foreign currency translation adjustment (412) (251) (19)
----------- ----------- -----------
Comprehensive (loss) income $ (7,830) $ (10,149) $ 2,768
=========== =========== ===========
</TABLE>
10. SEGMENT INFORMATION
The Business is subject to the provisions of Statement of Financial Accounting
Standards No. 131 ("SFAS No. 131"), "Disclosures about Segments of an Enterprise
and Related Information." Management believes that the Business comprises one
business segment, the production of Data Management products on a made-to-order
basis for the distribution of data and software to the real estate market.
Geographic information in the table below is presented on the same basis
utilized by the Business to manage its business. Export sales and certain income
and expense items are reported in the geographic area where the final sale to
customers is made, rather than where the transaction originates.
<TABLE>
<CAPTION>
United Total
States Canada Business
<S> <C> <C> <C> <C>
NET REVENUES TO CUSTOMERS 1998 $ 51,635 $ 17,645 $ 69,280
1997 52,866 18,189 71,055
1996 42,493 19,163 61,656
OPERATING (LOSS) INCOME 1998 $ (10,155) $ 1,513 $ (8,642)
1997 (10,346) 1,837 (8,509)
1996 (556) 2,133 1,577
ASSETS 1998 $ 21,841 $ 7,570 $ 29,411
1997 29,906 8,428 38,334
1996 40,394 8,324 48,718
</TABLE>
<PAGE>
11. EMPLOYEE BENEFITS
DEFINED BENEFIT PLANS
Substantially all of the Business employees participate in the defined benefit
plans sponsored by Moore. The non-contributory retirement benefits are generally
based on years of service and employees' compensation during the last years of
employment.
DEFINED CONTRIBUTION PLANS
Employees of the Business are also eligible to participate in savings plans
sponsored by Moore which are maintained in the United States and Canada. A
portion of any employee contribution may be eligible for a contribution match by
Moore.
POSTRETIREMENT HEALTH CARE AND LIFE INSURANCE BENEFITS
In addition to providing pension benefits, Moore provides retired employees with
health care and life insurance benefits. The cost of these health care and life
insurance benefits is recognized as an expense as incurred.
In aggregate, allocated expenses for employee benefit plans were $374, $340 and
$83 in 1998, 1997 and 1996, respectively.
12. COMMITMENTS AND CONTINGENCIES
The Business is the subject of various pending or threatened legal actions and
other claims in the ordinary course of its business. All such matters are
subject to many uncertainties and outcomes that are not predictable with
assurance. Management believes that the outcome of any such uncertainties would
not be material to the Business' financial position, results of operations or
cash flows.
The Business has non-cancelable operating leases for warehouse, manufacturing
and office facilities with terms ranging from one to six years. Future minimum
lease rentals under such leases were as follows at December 31, 1998:
<TABLE>
<S> <C>
1999 $ 1,288
2000 1,222
2001 930
2002 846
Thereafter 590
-----------
$ 4,876
===========
</TABLE>
The Business provides a subleasing arrangement to an affiliated company. The
allocation of rent expense between the entities is based on square footage
occupied.
Rental expense under all leases for the years ended December 31, 1998, 1997 and
1996 was $1,576, $1,602 and $1,146, respectively.
<PAGE>
Data Management Services Business of Moore Corporation Limited
Unaudited Condensed Consolidated Balance Sheet
September 30, 1999
(in 000'S)
ASSETS
<TABLE>
<S> <C>
Cash $ 0
Accounts receivable, net 6,299
Inventories 1,838
Other current assets 4,570
--------------------
Total Current Assets 12,707
Property, plant and equipment, net 5,625
Intangible assets, net 6,648
Other Assets 7,934
--------------------
Total assets $ 32,914
====================
LIABILITIES AND EQUITY
Accounts payable $ 4,824
Deferred revenue 5,713
Other current liabilities 4,847
--------------------
Total current liabilities 15,384
Deferred revenue, long-term portion 2,795
--------------------
Total liabilities 18,179
--------------------
Commitments and contingencies
Equity:
Net investment by Moore 15,167
Accumulated other comprehensive income (432)
--------------------
Total equity 14,735
--------------------
Total liabilities and equity $ 32,914
====================
</TABLE>
<PAGE>
Data Management Services Business of Moore Corporation Limited
Unaudited Condensed Consolidated Statements of Operations
(in 000's)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
------------------------------------------------------
1999 1998
(unaudited)
<S> <C> <C>
Net revenues $ 46,483 $ 51,839
Cost of goods sold 34,647 37,279
------------------------------------------------------
Gross profit 11,836 14,560
Operating expenses:
Selling and marketing 6,384 7,392
General and administrative 4,452 5,414
Research and development 1,385 2,116
Impairment and one-time charges 3,186
------------------------------------------------------
Total 12,221 18,108
Operating loss (385) (3,548)
Intercompany interest, net (551) (373)
Other income 875 1,149
------------------------------------------------------
Loss before income taxes (61) (2,772)
Income tax benefit 58 54
------------------------------------------------------
Net loss (3) (2,718)
======================================================
</TABLE>
<PAGE>
Data Management Services Business of Moore Corporation Limited
Unaudited Condensed Consolidated Statements of Cash Flows
(in 000'S)
<TABLE>
<CAPTION>
September 30,
-------------------------------------------------------
1999 1998
(unaudited)
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (3) $ (2,718)
Adjustments:
Depreciation and amortization 1,835 4,653
Impairment and one-time charges 3,186
Allocated expenses 1,673 1,494
Other 111 369
Change in assets and liabilities:
Accounts receivable (682) (441)
Inventories and capitalized contract costs (1,894) (1,582)
Other current assets (606) 917
Lease receivables (253) 1,043
Accounts payable (779) (1,416)
Accrued expenses (352) (2,908)
Deferred revenue 1,191 (2,308)
-------------------------- --------------------------
Net cash provided by operating activities 241 289
Cash flows from investing activities:
Capitalization of software development costs (645) (1,245)
Net proceeds from notes receivable 987
Acquisition of property and equipment (807) (527)
-------------------------- --------------------------
Net cash used in investing activities (1,452) (785)
Cash flows from financing activities:
Cash received from Moore 606 1,062
-------------------------- --------------------------
Net increase (decrease) in cash (605) 566
Cash, beginning of year 588 373
Effect of exchange rates on cash 17 (45)
-------------------------- --------------------------
Cash, end of year $ (0) $ 894
========================== ==========================
</TABLE>
<PAGE>
DATA MANAGEMENT SERVICES BUSINESS OF MOORE CORPORATION LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1999
Note 1 - Background and Basis of Presentation
Background
The Data Management Services Business of Moore Corporation Limited (the
"Business") provides technological solutions to the real estate
industry including Multiple Listing Services ("MLS") Boards, brokers,
agents, individual consumers and market suppliers.
The Business is an operating unit of Moore Corporation Limited
("Moore"). Moore is a leading international provider of products and
services that help companies communicate through print and digital
technologies.
On July 28, 1999, Moore North America, Inc. entered into an agreement
with Vista Information Solutions, Inc. ("VISTA") such that VISTA would
purchase substantially all of the assets of the Business and assume
certain liabilities of the Business under the terms of the agreement.
Basis of Presentation
Reference is made to the Company's audited financial statements for the
years ended December 31, 1998, 1997 and 1996.
The unaudited condensed consolidated financial statements as of
September 30, 1999 and for the periods January 1, 1999 through
September 30, 1999 and January 1, 1998 through September 30, 1998 are
unaudited, have been prepared by the Business' management in accordance
with generally accepted accounting principles, and include all
adjustments (consisting only of normal, recurring adjustments) which,
in the opinion of management, are necessary for a fair presentation of
the financial position and results of operations for such periods. The
results of the Business' operations for any interim period are not
necessarily indicative of the results of the Business' operations for
a full fiscal year.
The unaudited condensed consolidated financial statements include
substantially all of the assets, liabilities, revenues and expenses
that were directly related to the Business previously included in
Moore's consolidated financial statements. The statements of operations
of the Business are intended to include all of the related costs of
doing business including an allocation of certain general corporate
management, corporate research and development, information
technologies, finance, legal and human resources. These allocations
were based on a variety of factors including personnel, space, time and
effort, and sales volume. Management believes these allocations were
made on a reasonable basis.
Note 2 - Income Taxes
The income tax benefit for the periods presented differs from the
amount of income tax benefit that would result from applying the
federal statutory income tax rate to pretax income for those periods
primarily due to expenditures disallowed for income tax purposes.
<PAGE>
Note 3 - Contingencies
The Company is involved in various litigation arising in the ordinary
course of business. Management believes that the ultimate resolution of
such litigation will not have a material effect on the Business'
results of operations or financial position.
Note 4 - Subsequent Event
On December 17, 1999, the Business completed the Purchase and Sale of
Assets with VISTA DMS, Inc., a wholly-owned subsidiary of VISTA. The
transaction included a cash payment of $20 million, a term note
payable to the sellers of $18.7 million, a working capital note
payable to the sellers of $7.5 million and 950,000 shares of VISTA
common stock having an aggregate value of approximately $3.7 million.
<PAGE>
(b) Pro forma Financial Information
The following unaudited pro forma condensed consolidated statements of
operations for the nine months ended September 30, 1999 and for the year ended
December 31, 1998 give effect as if the acquisition of Data Management Services
Business of Moore Corporation Limited (DMS) occurred on January 1, 1998. The
unaudited pro forma condensed consolidated balance sheet as of September 30,
1999 gives effect to the acquisition as if such transaction occurred on
September 30, 1999.
The accompanying unaudited pro forma condensed consolidated financial
statements have been prepared by the management of VISTA based on the
historical financial statements of VISTA and of DMS and the acquisition of
DMS using the purchase method of accounting. Assumptions and adjustments are
discussed in the accompanying notes to the pro forma condensed consolidated
financial statements. In the opinion of the management of VISTA, all pro
forma adjustments necessary to state fairly such pro forma financial
information have been made. The unaudited pro forma condensed consolidated
financial statements are not necessarily indicative of what actual results of
operations would have been for the period had the transaction occurred on the
dates indicated. In addition, such financial statements do not purport to
indicate the results of future operations of financial position of VISTA from
the acquisition date forward.
The accompanying unaudited pro forma condensed consolidated financial statements
reflect the allocation of the purchase price based on a preliminary analysis of
the values of equity instruments issued and of assets acquired and liabilities
assumed. Final analysis may result in a change to the purchase price allocation.
To date, no information has been gathered that would cause VISTA to believe that
the final allocation of the purchase price will be materially different than the
preliminary estimate.
<PAGE>
Vista Information Solutions, Inc.
Unaudited Pro Forma Condensed Consolidated Balance Sheet
September 30, 1999
(in 000'S)
<TABLE>
<CAPTION>
VISTA DMS ADJUSTMENTS TOTALS
----------------------------------------------------------------------
ASSETS
<S> <C> <C> <C> <C>
Cash 2,812 (97) (20,000)(a) (17,285)
32,000 (d) 32,000
Accounts receivable, net 4,860 6,299 11,159
Inventories 1,838 1,838
Prepaid expenses and other assets 483 4,570 5,053
----------------------------------------------------------------------
Total current assets 8,155 12,610 12,000 32,765
Equipment, furniture and software, net 5,100 5,625 10,725
Acquired technology, environmental
databases and goodwill, net 1,480 6,648 40,414 (a) 48,542
(5,206)(e) (5,206)
Other assets 6,658 7,934 (5,000) 9,592
----------------------------------------------------------------------
Total Assets 21,393 32,817 42,208 96,418
======================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current maturities of long-term obligations 733 733
Accounts payable and accrued expenses 2,376 4,727 7,103
Notes payable 10 7,500 (a) 7,510
Deferred revenue 122 5,713 5,835
Other current liabilities 694 4,847 5,541
----------------------------------------------------------------------
Total current liabilities 3,935 15,287 7,500 26,722
Deferred revenue, long-term portion 2,795 2,795
Long-term obligations, less current maturities 3,462 18,700 (a) 22,162
----------------------------------------------------------------------
Total liabilities 7,397 18,082 26,200 51,679
----------------------------------------------------------------------
Preferred stock - -
Net investment by Moore 15,168 (15,168)(b) -
Accumulated other comprehensive income (433) 433 (b) -
Common stock 22 1 (a) 23
Additional paid-in capital 63,972 3,742 (a) 67,714
37,380 (d) 27,000
Accumulated deficit (49,998) (10,384) (60,382)
----------------------------------------------------------------------
Total stockholders' equity 13,996 14,735 16,008 44,739
----------------------------------------------------------------------
Total liabilities and stockholders, equity 21,393 32,817 42,208 96,418
======================================================================
</TABLE>
<PAGE>
VISTA Information Solutions, Inc.
Unaudited Pro Forma Condensed Consolidated Statement of Operations
Nine Months Ended September 30, 1999
(in thousands, except share and per share amounts)
<TABLE>
<CAPTION>
VISTA DMS ADJUSTMENTS TOTALS
----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Revenues 19,406 46,483 65,889
Cost of revenues 4,176 34,647 38,823
----------------------------------------------------------------------------
Gross margin 15,230 11,836 - 27,066
Operating expenses:
Sales and general and administrative 13,808 10,836 (1,172) (d) 23,472
Research and development 737 1,385 2,122
Integration charges 1,309 1,309
Write-down of intangible assets 7,063 7,063
Depreciation and amortization 2,681 4,231 (d) 6,912
----------------------------------------------------------------------------
Operating loss (10,368) (385) (3,059) (13,812)
Interest expense (714) (551) 1,404 (c) (2,669)
Other income (expense) (57) 875 818
----------------------------------------------------------------------------
Net loss before income taxes (11,139) (61) (4,463) (15,663)
Income tax benefit - 58 (58) -
Net loss (11,139) (3) (4,521) (15,663)
Preferred stock dividends 325 325
----------------------------------------------------------------------------
Net loss attributable to
common stockholders (11,464) (3) (4,521) (15,988)
============================================================================
Basic and diluted net loss per
common share (0.64) (0.85)
Weighted average common
shares outstanding 17,836,985 950,000 (f) 18,761,985
</TABLE>
<PAGE>
VISTA Information Solutions, Inc.
Unaudited Pro Forma Condensed Consolidated Statement of Operations
Year ended December 31, 1998
(in thousands, except share and per share amounts)
<TABLE>
<CAPTION>
VISTA DMS ADJUSTMENTS TOTALS
<S> <C> <C> <C> <C>
Revenues 15,068 69,280 84,348
Cost of revenues 3,342 52,454 55,796
--------------------------------------------------------------------------------
Gross margin 11,726 16,826 - 28,552
Operating expenses:
Sales and general and administrative 9,582 18,662 (1,562)(e) 26,682
Research and development 1,204 3,620 4,824
Restructuring and other charges 1,361 - 1,361
Depreciation and amortization 1,900 - 5,641 (e) 7,541
Impairment and one-time charges - 3,186 3,186
--------------------------------------------------------------------------------
Operating loss (2,321) (8,642) (4,079) (15,042)
Interest expense (277) (499) 1,872 (c) 2,648
Other income (expense) (22) 1,521 1,499
--------------------------------------------------------------------------------
Net loss before minority interest
and income taxes (2,620) (7,620) (2,207) (16,191)
Minority interest in loss of subsidiary 69 - 69
--------------------------------------------------------------------------------
Net loss before income taxes (2,551) (7,620) (2,207) (16,122)
Income tax benefit - 202 (202) (a) -
--------------------------------------------------------------------------------
Net loss (2,551) (7,418) (2,207) (16,122)
Preferred stock dividends declared (600) - (600)
Accretion of convertible preferred
stock (500) - (10,384) (d) (10,884)
--------------------------------------------------------------------------------
Net loss attributable to
common stockholders (3,651) (7,418) (12,591) (27,606)
================================================================================
Basic and diluted net loss per
common share (0.35) (2.44)
Weighted average common
shares outstanding 10,394,671 950,000 (f) 11,319,671
</TABLE>
<PAGE>
Vista Information Solutions, Inc.
Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
(in thousands, except share and per share amounts)
1. Basis of Presentation
The unaudited pro forma condensed consolidated balance sheet as of
September 30, 1999 presents the financial position of VISTA assuming
the DMS transaction was consummated as of September 30, 1999. The
unaudited pro forma condensed consolidated statement of operations for
the nine months ended September 30, 1999 assumes the DMS transaction
was consummated on January 1, 1999. The unaudited pro forma
consolidated statement of operations for the year ended December 31,
1998 assumes the DMS transaction was consummated on January 1, 1998.
These statements were prepared by taking into consideration only those
adjustments that are directly attributable to the transaction and known
to have a continuing impact on operations as a result of the
acquisition.
The unaudited pro forma condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting
principles. All calculations have been made based upon certain
assumptions and adjustments described in these notes. Included in these
assumptions is the presumption that no additional selling, general and
administrative expense is required because the combined infrastructure
is deemed sufficient to support the additional activities anticipated
as a result of the acquisition.
The unaudited pro forma condensed consolidated financial statements
were prepared utilizing the accounting policies of VISTA. The
allocation of the purchase price, which may be subject to certain
adjustments as VISTA finalizes the allocation of the purchase price in
accordance with generally accepted accounting principles, is included
in the unaudited pro forma condensed consolidated financial statements.
The purchase price has been allocated based upon the estimated fair
value of the assets acquired and liabilities assumed. The excess of the
purchase price over the estimated fair value of the net assets acquired
at the acquisition date has been recorded as goodwill.
Certain amounts from the DMS historical consolidated financial
statements have been reclassified to conform to the basis of
presentation used by VISTA in preparing its consolidated financial
statements.
The unaudited pro forma condensed consolidated financial statements
should be read in conjunction with the historical consolidated
financial statements of VISTA and DMS. DMS's audited financial
statements for the years ended February 28, 1999 and 1998 are included
herein.
The unaudited pro forma consolidated financial statements do not
purport to be indicative of the financial position of VISTA or the
results of operations that might have occurred had the acquisition been
consummated on January 1, 1998, nor are they necessarily indicative of
future results.
2. Acquisition of DMS
The acquisition of DMS has been accounted for using the purchase method
of accounting. The purchase price for the acquisition has been
calculated as follows:
<PAGE>
<TABLE>
<S> <C>
Cash payment ............................ 20,000
Seller Notes .............................. 26,200
Value of common stock issued............... 3,743
Estimated transaction and acquisition costs 815
---------
50,758
Fair value of net assets acquired ......... 10,529
---------
Excess of purchase price over fair value... $40,229
=========
</TABLE>
The book value of net assets acquired was determined to approximate
fair value at the date of acquisition. Transaction and acquisition
costs primarily consist of fees to accountants, attorneys and other
outside service providers.
<PAGE>
Vista Information Solutions, Inc.
Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
(in thousands, except share and per share amounts)
3. Pro Forma Adjustments
Adjustments have been made to the accompanying unaudited pro forma
condensed consolidated balance sheet as of September 30, 1999, and the
unaudited pro forma condensed consolidated statements of operations for
the year ended December 31, 1998 and the nine months ended September
30, 1999 to reflect the following:
(a) Adjustment to record the effects of the acquisition of DMS
under the purchase method of accounting. The approximate net
purchase price of $50 million, excluding transaction costs
associated with the acquisition, consists of the following:
(a) cash payment at closing of $20 million; (b) notes payable
to sellers of approximately $26.2 million; (c) 950,000 shares
of VISTA common stock issued at an approximate aggregate value
of $3.7 million (d) net assets assumed of approximately $10.5
million; and (e) acquisition costs of approximately $815,000.
(b) Adjustment to record elimination of DMS equity.
(c) Adjustment to record incremental interest expense to reflect
funding of the DMS acquisition.
(d) Adjustment to record effects of cash raised from equity
financing which includes an accretion charge to reflect
a beneficial conversion feature of preferred stock. A
portion of the proceeds were used in the acquisition.
(e) Elimination of DMS historical goodwill and amortization of
goodwill to reverse write-off for the impairment of goodwill
and inclusion of amortization of intangible assets acquired
with the DMS transaction over lives ranging from two to ten
years.
(f) Weighted average common shares outstanding and basic and
diluted net loss per share have been adjusted to reflect the
issuance of 950,000 shares of VISTA's common stock in
connection with the DMS acquisition, as if the shares had been
outstanding from January 1, 1998.
<PAGE>
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 hereunto duly authorized.
VISTA INFORMATION SOLUTIONS, INC.
Date: February 14, 1999 By: /s/ Neil A. Johnson
------------------------------------------
Neil A. Johnson
Chief Financial Officer and Secretary
-3-
<PAGE>
INDEX OF EXHIBITS
Exhibit Description
- ------- -----------
23.1 Consent of PricewaterhouseCoopers LLP
<PAGE>
Exhibit 23.1
Consent of PriceWaterhouse Coopers, LLP
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-3 (No. 333-77575 ) of Vista Information Solutions, Inc.
and the Registration Statement on Form S-8 (No. 333-96411) of Vista
Information Solutions, Inc. of our report dated July 28, 1999 relating to the
financial statements of Data Management Services Business of Moore
Corporation Limited, which appears in the Form 8-K/A of Vista Information
Solutions, Inc. dated February 14, 2000
