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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15 (D) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
/x/ ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996]
For the fiscal year ended December 31, 1999
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [ NO FEE REQUIRED ].
For the transition period from __________ to ___________
Commission file number: 0-20312
VISTA Information Solutions, Inc. 1998 Employee 401 (k) Plan
5060 Shoreham Place, Suite 300
San Diego, CA 92122-5904
(Full title of the plan and the address of the plan)
VISTA Information Solutions, Inc.
5060 Shoreham Place, Suite 300
San Diego, CA 92122-5904
(Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office)
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VISTA INFORMATION SOLUTIONS, INC.
401(k) PLAN
FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED DECEMBER 31, 1999 AND
1998 AND SUPPLEMENTAL SCHEDULES AS OF DECEMBER 31, 1999 AND INDEPENDENT
AUDITORS' REPORT
TABLE OF CONTENTS
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<TABLE>
<CAPTION>
PAGE
<S> <C>
INDEPENDENT AUDITORS' REPORT 2
FINANCIAL STATEMENTS:
Statements of Assets Available for Benefits as of December 31, 1999 and 1998 3
Statements of Changes in Assets Available for Benefits for the Years
Ended December 31, 1999 and 1998 4
Notes to Financial Statements 5-10
SUPPLEMENTAL SCHEDULES:
Assets Held for Investment Purposes at December 31, 1999 11
Series Reportable Transactions for the Year Ended
December 31, 1999 12
Signature 13
</TABLE>
NOTE: All other schedules required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974 are omitted because of the
absence of conditions under which they are required.
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INDEPENDENT AUDITORS' REPORT
To the Trustees of Vista Information Solutions, Inc. 401(k) Plan:
We have audited the accompanying statements of assets available for benefits of
Vista Information Solutions, Inc. 401(k) Plan (the "Plan") as of December 31,
1999 and 1998, and the related statements of changes in assets available for
benefits for the years then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
Except as explained in the following paragraph, we conducted our audits in
accordance with auditing standards generally accepted in the United States of
America. These 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 estimated made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
As permitted by Code Section 29 CFR 2520.103-8 of the Department of Labor's
Rules and Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974, investment assets held by Minnesota Mutual Life
Insurance, Principal Financial Group and Bankers Trust Company, the custodians
of the Plan, and transactions in those assets were excluded from the scope of
our audit of the Plan's 1998 financial statements, except for comparing the
information provided by the custodians, which is summarized in Note 4, with the
related information included in the financial statements.
Because of the significance of the information that we did not audit, we are
unable to, and do not, express an opinion on the Plan's financial statements as
of December 31, 1998 and for the year then ended. The form and content of the
information included in the 1998 financial statements, other than that derived
from the information certified by the custodian, have been audited by us and, in
our opinion, are presented in compliance with the Department of Labor's Rules
and Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974.
In our opinion, the financial statements, referred to above, of Vista
Information Solutions, Inc. 401(k) Plan as of December 31, 1999, present fairly,
in all material respects, the assets available for benefits of the Plan, and
changes therein for the year then ended in conformity with accounting principles
generally accepted in the United States of America.
Our audit of the Plan's financial statements as of and for the year ended
December 31, 1999, was made for the purpose of forming an opinion on the
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes and schedules of reportable transactions - series are
presented for the purpose of additional analysis and are not a required part of
the basic financial statements, but are supplementary information required by
the Department of Labor's Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974. These supplemental
schedules are the responsibility of the Plan's management. The supplemental
schedules have been subjected to the auditing procedures applied in the audit of
the basic financial statements for the year ended December 31, 1999, and, in our
opinion, are fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
June 22, 2000
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VISTA INFORMATION SOLUTIONS, INC.
401(k) PLAN
STATEMENTS OF ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1999 AND 1998
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<TABLE>
<CAPTION>
ASSETS 1999 1998
<S> <C> <C>
INVESTMENTS AT FAIR VALUE (Notes 3, 4 and 5):
Pooled separate accounts $ 2,337,068 $ 1,413,717
Employer securities - common stock 498,109 81,335
Participant loans 29,753 22,375
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Total investments 2,864,930 1,517,427
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CONTRIBUTIONS RECEIVABLE:
Employer 106,796 277,675
Participants 27,264 48,106
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Total contributions receivable 134,060 325,781
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ASSETS AVAILABLE FOR BENEFITS $ 2,998,990 $ 1,843,208
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</TABLE>
See notes to financial statements.
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VISTA INFORMATION SOLUTIONS, INC.
401(k) PLAN
STATEMENTS OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
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<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
ADDITIONS:
Contributions:
Employer $ 443,447 $ 277,675
Participant 633,926 447,978
Rollover 23,582 5,979
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Total contributions 1,100,955 731,632
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Investment income:
Dividends and interest 2,074 1,691
Net appreciation (depreciation) in fair value of investments (23,954) 256,951
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Total investment income (loss) (21,880) 258,642
Transfer from Environmental Risk Information and Imaging
Services Plan 188,201
Total additions 1,267,276 990,274
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DEDUCTIONS:
Benefits paid to participants 111,494 244,934
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NET INCREASE 1,155,782 745,340
ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 1,843,208 1,097,868
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End of year $ 2,998,990 $ 1,843,208
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</TABLE>
See notes to financial statements.
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VISTA INFORMATION SOLUTIONS, INC.
401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
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1. DESCRIPTION OF THE PLAN
The following description of Vista Information Solutions, Inc. 401(k) Plan
(the "Plan") is provided for general information only. Participants should
refer to the Plan agreement for a more complete description of the Plan's
provisions.
GENERAL - The Plan was adopted May 1, 1991, as a defined contribution
401(k) retirement plan covering substantially all employees of Vista
Information Solutions, Inc. (the "Company") who are at least 18 years of
age. The Plan is subject to the provisions of the Employee Income
Retirement Security Act of 1974 ("ERISA").
CONTRIBUTIONS - Participants may make pretax contributions to the Plan
through salary deferrals up to the lesser of 20% of eligible compensation,
as defined by the Plan, or the annual maximum as defined by law ($10,000
in 1999 and 1998). At the discretion of the Board of Directors, the
Company may contribute 3% of the participants' eligible compensation in
shares of the Company's common stock as a profit sharing contribution and
20% of the participants' elective deferrals in shares of the Company's
common stock as a matching contribution.
PARTICIPANTS' ACCOUNTS - Individual accounts are maintained for Plan
participants and are credited for their contributions and the Company's
contributions. The accounts are further adjusted for investment income or
losses and certain investment transaction fees.
VESTING - Participants are 100% vested in the salary deferral portion of
their accounts and net earnings thereon. The Company's contributions and
related earnings vest at a rate of 25% for each year of service.
Regardless of years of service, participants become 100% vested if they
die or become totally disabled while employed by the Company.
PAYMENT OF BENEFITS - Participants are entitled to a distribution of their
accounts upon retirement, termination of employment, hardship, or in the
event of total disability or death. Employees who began employment prior
to April 1, 1998 may receive their distributions in a lump-sum payment or
in the form of an annuity. For employees who began employment after April
1, 1998, only lump-sum distributions are allowed.
FORFEITURES - Forfeitures of non-vested amounts are used by the Company to
reduce employer contributions.
PARTICIPANT LOANS - Participants may borrow a minimum of $1,000 up to the
lesser of $50,000 or 50% of their vested account balance. Loan terms range
from one to five years. Loans for the purchase of a primary residence may
exceed five years but must not exceed a reasonable period for similar
loans. The loans are secured by the vested balance in the participant's
account and bear interest at a rate commensurate with local prevailing
rates as determined by the Plan administrator. Principal and interest are
paid ratably through monthly payroll deductions.
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PLAN EXPENSES - Administrative expenses, investment management and trustee
fees are paid by the Company. Under this arrangement, total fees paid by
the Company to the Trustees were $23,261 and $14,200 for the years ended
December 31, 1999 and 1998, respectively.
PLAN AMENDMENTS - Effective January 1, 1998, the Company amended the Plan
to (1) allow for employer profit sharing contributions of 3% of eligible
compensation, and (2) allow for employer matching contributions equal to
20% of the participants' contributions up to specified limits. Both the
employer profit sharing contributions and matching contributions are made
in shares of the Company's common stock.
PLAN TERMINATION - Although it has not expressed any intent to do so, the
Company has the right to discontinue contributions and terminate the Plan
at any time subject to the provisions of ERISA. In the event of Plan
termination, participants become fully vested in their accounts.
TAX STATUS OF PLAN - The Internal Revenue Service has informed the Company
by determination letter dated July 30, 1999 that the Plan and related
trust are designed in accordance with the applicable sections of the
Internal Revenue Code. The Plan administrator believes that the Plan is
currently designed and being operated in compliance with the applicable
requirements of the Internal Revenue Code, and that the Plan was qualified
and the related trust was tax exempt as of the financial statement date.
Therefore, no provision for income taxes has been included in the Plan's
financial statements.
2. SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING - The financial statements of the Plan have been
prepared on the accrual basis of accounting.
INVESTMENT VALUATION AND INCOME RECOGNITION - Through March 31, 1998, the
plan assets were invested per a deposit agreement with Minnesota Mutual
Life Insurance Company ("MMLI"). Investments in MMLI pooled separate
accounts were reported at the value reported to the Plan by MMLI, which
approximates fair value.
Beginning April 1, 1998, the Plan assets are administered through an
agreement with Principal Financial Group ("PFG"). Investments in PFG
pooled separate accounts are reported at the value reported to the Plan by
PFG, which approximates fair value. Investments in common stock of the
Company held by Bankers Trust Company are listed at fair value based on
quoted market prices. Participant loans are stated at their current face
value, which approximates fair value. Interest is recorded on the accrual
basis and dividends are recorded on the ex-dividend date. Purchases and
sales of securities are recorded on a trade-date basis.
PAYMENT OF BENEFITS - Benefits are recorded when paid.
TRANSFERS - Effective July 1, 1999, the employees of Environmental Risk
Information and Imaging Services ("ERIIS"), a company acquired by the
Company, were merged into the Plan. Assets totaling $188,201 from the
ERIIS plan were transferred to the Plan on August 27, 1999.
ACCOUNTING ESTIMATES - The preparation of the financial statements in
conformity with generally accepted accounting principles requires Plan
management to make estimates and assumptions that affect the reported
amounts of assets available for benefits and disclosures of contingent
assets and liabilities at the date of the financial statements and the
reported changes in assets available for benefits during the reporting
period. Actual results may differ from those estimates.
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3. INVESTMENT OPTIONS
Through March 31, 1998, participants could allocate their contributions
and Company contributions to one or more of the following MMLI accounts:
DEPOSIT ADMINISTRATION CONTRACT - a group annuity contract in which the
funds invested become part of the general assets of MMLI, which are
primarily invested in long-term bonds and mortgages.
MONEY MARKET I - invests in high-grade short-term debt securities,
primarily commercial paper.
BOND II - invests primarily in short-term, high-quality bonds (rated
AAA or AA) and with an average maturity of less than three years.
PORTFOLIO I - invests primarily in stocks, with the remainder in bonds.
A minor portion may be held in reserve at any given time.
PORTFOLIO II - invests primarily in stocks, with the remainder in
bonds. A minor portion may be held in reserve at any given time.
PORTFOLIO III - invests primarily in stocks and bonds, with the
remainder in reserves at any given time.
MANAGED I - invests primarily in stocks and bonds, with the remainder
in cash investments.
MANAGED III - invests primarily in fixed income securities, with the
remainder in income oriented common stocks.
GROWTH & INCOME II - invests mainly in equity securities.
GROWTH I - invests in the S&P 500's holdings and sector weightings.
GROWTH III - invests primarily in common stocks of issuers of any size,
including larger, well-established companies and smaller, emerging
growth companies.
GROWTH IV - invests primarily in equity securities of companies in
which the fund manager believes the value is not fully recognized by
the public.
INTERNATIONAL EQUITY I - invests primarily in equity securities of
established companies that are listed on foreign exchanges, but may
also invest in fixed-income securities of foreign governments and
companies.
VISTA INFORMATION SOLUTIONS COMMON STOCK
Beginning April 1, 1998, participants may allocate their contributions and
Company contributions to one or more of the following PFG accounts:
MONEY MARKET - invests primarily in high-quality commercial paper,
including short-term unsecured corporate loans.
BOND EMPHASIS BALANCED - invests primarily in bonds, stocks and
convertible securities. The fund usually maintains at least 50% of
assets in fixed-income securities.
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STOCK EMPHASIS BALANCED - invests primarily in stocks, bonds and
convertible securities. The fund usually maintains at least 50% of
assets in common stocks.
STOCK INDEX 500 - invests primarily in the common stocks of those
companies listed in the S&P 500 Stock Index.
LARGE COMPANY BLEND - invests primarily in larger stocks that have a
potential for growth of capital, earnings and dividends.
MEDIUM COMPANY BLEND - invests primarily in stocks of medium-sized
companies that have a potential for growth.
INTERNATIONAL STOCK - invests primarily in common stocks of
corporations located outside of the United States.
VISTA INFORMATION SOLUTIONS COMMON STOCK
Participants may change their investment options at any time upon request.
4. INFORMATION CERTIFIED BY CUSTODIANS (UNAUDITED)
The following unaudited information included in the Plan's financial
statements was prepared by or derived from information prepared by MMLI,
PFG and Bankers Trust Company. The Company has obtained certifications
from MMLI, PFG and Bankers Trust as of December 31, 1998 that such
information is complete and accurate.
<TABLE>
<S> <C>
As of December 31, 1998:
Investments $ 1,517,427
Year ended December 31, 1998:
Interest and dividends $ 1,691
Net appreciation in fair value of investments $ 256,951
</TABLE>
5. INVESTMENTS
The Plans investments are held by PFG and Bankers Trust Company at
December 31, 1999 and 1998. The fair values of investments at December 31,
1999 and 1998, with investments that represent 5% or more of the Plan's
assets separately identified, are as follows:
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<TABLE>
<CAPTION>
1999 1998
(UNAUDITED)
<S> <C> <C>
Investments, at fair value:
Pooled separate accounts with Principal Financial Group:
Money Market $ 287,742 $ 203,942
Stock Index 500 973,350 555,619
Large Company Blend 404,706 256,568
Medium Company Blend 215,127 141,814
International Stock 219,787 111,793
Other 236,356 143,981
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2,337,068 1,413,717
Vista Information Solutions common stock 498,109
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Total investments $ 2,835,177 $ 1,413,717
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</TABLE>
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During the years ended December 31, 1999 and 1998, the Plan's investments
appreciated (depreciated) in value as follows:
<TABLE>
<S> <C> <C>
Pooled separate accounts $ 257,958 $ 245,527
Vista Information Solutions common stock (281,912) 11,424
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$ (23,954) $ 256,951
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</TABLE>
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6. NON-PARTICIPANT DIRECTED INVESTMENTS
Participants receive their share of employer contributions in Company
stock. The non-vested portion of the contribution must remain in the
Company stock and, therefore, represents a non participant-directed
investment. The Company is unable to separate the non participant-directed
and participant-directed components of the activity in the Company stock
investment. As a result, the entire employer contribution portion of
Company stock investment is considered non participant-directed. Net
assets relating to the Vista Information Solutions common stock as of and
for the years ended December 31, 1999 and 1998 are as follows:
<TABLE>
<CAPTION>
DECEMBER 31,
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1999 1998
<S> <C> <C>
Investment, at fair value:
Vista Information Solutions common stock $ 498,109 $ 81,335
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
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1999 1998
<S> <C> <C>
Net appreciation (depreciation) of investments $ (281,912) $ 11,424
Employer contributions 443,447 277,675
Distributions to participants 39,914 2,676
</TABLE>
* * * * * *
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VISTA INFORMATION SOLUTIONS, INC.
401(k) PLAN
SUPPLEMENTAL SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AT END OF YEAR
DECEMBER 31, 1999
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<TABLE>
<CAPTION>
FAIR
IDENTITY OF ISSUE DESCRIPTION COST VALUE
<S> <C> <C> <C>
*Principal Financial Group Pooled Separate Account
Money Market $ 276,338 $ 287,742
*Principal Financial Group Pooled Separate Account
Stock Index 500 772,029 973,350
*Principal Financial Group Pooled Separate Account
Large Company Blend 353,477 404,706
*Principal Financial Group Pooled Separate Account
Medium Company Blend 194,151 215,127
*Principal Financial Group Pooled Separate Account
International Stock 187,594 219,787
*Principal Financial Group Pooled Separate Account
Bond Emphasis Balanced 100,077 106,439
*Principal Financial Group Pooled Separate Account
Stock Emphasis Balanced 120,459 129,917
*Vista Information Solutions Common Stock 767,838 498,109
Participant Loans Loans to participants at interest
rate between 9.75% to 10.5%;
due dates ranging from
June 30, 2001 to June 30, 2005;
principal balance ranging from
$830 to $5,995; collateralized by
the participant's interest in the Plan 29,753 29,753
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$ 2,801,716 $ 2,864,930
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</TABLE>
*Party-In-Interest
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VISTA INFORMATION SOLUTIONS, INC.
401(k) PLAN
SUPPLEMENTAL SCHEDULE OF SERIES REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1999
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<TABLE>
<CAPTION>
PURCHASES SALES
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NET
PURCHASE SALES COST OF GAIN
DESCRIPTION NUMBER PRICE NUMBER PRICE ASSET (LOSS)
<S> <C> <C> <C> <C> <C> <C>
Vista Information Solutions
Common Stock 88 795,635 71 96,949 97,195 (246)
</TABLE>
NOTE: The transactions included in this schedule meet the definition of
reportable transactions under Section 103 of the Employee Retirement
Income Security Act of 1974 and consist of series of transactions
during the year involving non participant-directed investment assets
of an amount in excess of 5% of the fair value of the Plan assets at
the beginning of the Plan year.
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EXHIBITS
23.1 Consent of Independent Auditors
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
VISTA Information Solutions, Inc. as the administrator of the Plan, has duly
caused this annual report to be signed on its behalf by the undersigned hereunto
duly authorized.
Date: June 30, 2000
VISTA Information Solutions, Inc. 1998 Employee 401 (k) PLAN
By: VISTA Information Solutions, Inc.
By: /s/ Neil Johnson
-------------------------------------
Neil Johnson
Vice President,
Chief Financial Officer and Secretary
