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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

[X]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

OR

[   ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the Quarter Ended June 30, 2002

Commission File Number 0-20312

FIDELITY NATIONAL INFORMATION SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)

(805) 696-7000

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES     [X]          NO     [   ]

As of July 31, 2002, 38,283,839 shares of the Registrant’s Common Stock were outstanding.

Table of Contents

FORM 10-Q
QUARTERLY REPORT
Quarter Ended June 30, 2002

INDEX

						Page
Part I: FINANCIAL INFORMATION
Item 1.				Consolidated Financial Statements
A.				Consolidated Balance Sheets as of June 30, 2002 and December 31, 2001			3
B.				Consolidated Statements of Earnings for the three months and six months ended June 30, 2002 and 2001			4
C.				Consolidated Statement of Stockholders’ Equity for the six months ended June 30, 2002			5
D.				Consolidated Statements of Cash Flows for the six months ended June 30, 2002 and 2001			6
E.				Notes to Consolidated Financial Statements			7
Item 2.				Management’s Discussion and Analysis of Financial Condition and Results of Operations			13
Item 3.				Quantitative and Qualitative Disclosure About Market Risk			17
Part II: OTHER INFORMATION
Item 1.				Legal Proceedings			17
Item 2.				Changes in Securities and Use of Proceeds			18
Item 4.				Submission of Matters to Vote of Security Holders			18
Item 6.				Exhibits and Reports on Form 8-K			18

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Part I: FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

FIDELITY NATIONAL INFORMATION SOLUTIONS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)

						June 30,				December 31,
						2002				2001
						(Unaudited)
Assets
	Cash and cash equivalents					$	6,882			$	2,007
	Accounts receivable, net						33,336				33,147
	Notes receivable						476				1,552
	Deferred taxes, current portion						7,713				7,713
	Prepaids and other current assets						3,865				2,956
				Total current assets			52,272				47,375
	Property, equipment, and software, net						24,349				20,181
	Deferred taxes, long term portion						13,751				18,376
	Related party receivable						1,234				—
	Cost in excess of net assets acquired, net						91,579				91,983
	Intangible and other assets, net						23,450				21,581
Total assets						$	206,635			$	199,496
Liabilities and Stockholders’ equity
	Accounts payable					$	7,595			$	6,417
	Current maturities of capital lease obligations						1,024				1,293
	Deferred revenue, current portion						16,995				16,649
	Related party payables						633				948
	Income taxes payable						10,929				7,819
	Other current liabilities						9,635				11,676
			Total current liabilities				46,811				44,802
	Secured, revolving credit facility with parent						—				18,653
	Capital lease obligations, less current maturities						710				1,061
	Convertible note payable						4,125				—
	Deferred revenue, long-term portion						5,230				3,577
	Other liabilities						3,575				2,597
Total Liabilities							60,451				70,690
	Minority interests						722				—
Stockholders’ equity:
	Common stock, par value $.001; 200,000,000 shares authorized; issued 24,818,525 and outstanding 24,764,725 as of June 30, 2002; and issued 24,188,251 and outstanding 24,134,451 as of December 31, 2001						25				24
	Additional paid-in capital						133,331				126,669
	Accumulated earnings						12,697				2,470
	Accumulated other comprehensive loss						(252	)			(18	)
	Treasury Stock, 53,800 shares as of June 30, 2002 and December 31, 2001						(339	)			(339	)
Total stockholders’ equity							145,462				128,806
Total liabilities and stockholders’ equity						$	206,635			$	199,496

See Notes to Consolidated Financial Statements

3

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FIDELITY NATIONAL INFORMATION SOLUTIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(In thousands, except per share data)
(Unaudited)

					Three months ended								Six months ended
					June 30,								June 30,
					2002				2001				2002				2001
Revenue:
	Data				$	36,230			$	28,138			$	73,229			$	54,694
	Solutions					10,971				259				23,375				447
	Services					15,354				7,867				29,168				13,929
		Total revenue				62,555				36,264				125,772				69,070
Costs and expenses:
	Cost of data revenue					11,680				11,759				23,707				19,686
	Cost of solutions revenue					1,994				33				4,848				44
	Cost of services revenue					7,977				3,700				15,656				6,901
	Operating expenses					31,237				18,714				64,275				35,655
			Total costs and expenses			52,888				34,206				108,486				62,286
Operating income						9,667				2,058				17,286				6,784
Interest expense						79				—				338				—
Other (income) expense, net						100				—				(344	)			—
Earnings before amortization of cost in excess of net assets acquired						9,488				2,058				17,292				6,784
Amortization of cost in excess of net assets acquired						—				837				—				1,528
Earnings before income taxes and minority interests						9,488				1,221				17,292				5,256
Income taxes						3,795				292				6,916				2,601
Minority interests						149				—				149				—
Net earnings					$	5,544			$	929			$	10,227			$	2,655
Net earnings per share — basic					$	0.22			$	0.05			$	0.42			$	0.15
Net earnings per share — diluted					$	0.21			$	0.05			$	0.39			$	0.15
Weighted average shares — basic						24,683				17,211				24,563				17,211
Weighted average shares — diluted						26,266				17,211				25,891				17,211

See Notes to Consolidated Financial Statements

4

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FIDELITY NATIONAL INFORMATION SOLUTIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In thousands)
(Unaudited)

																		Accumulated
		Common Stock								Additional								Other								Total
										Paid-in				Accumulated				Comprehensive				Treasury				Stockholders'
		Shares				Amount				Capital				Earnings				Loss				Stock				Equity
Balance at December 31, 2001			24,134			$	24			$	126,669			$	2,470			$	(18)			$	(339	)		$	128,806
Shares issued to acquire ISDI			275				—				1,922				—				—				—				1,922
Exercise of stock options			312				1				2,797				—				—				—				2,798
Tax benefit associated with exercise of stock options			—				—				1,143				—				—				—				1,143
Shares issued for employee benefit plan			44				—				800				—				—				—				800
Translation adjustment			—				—				—				—				(234	)			—				(234	)
Net earnings			—				—				—				10,227				—				—				10,227
Balance at June 30, 2002			24,765			$	25			$	133,331			$	12,697			$	(252	)		$	(339	)		$	145,462

See Notes to Consolidated Financial Statements

5

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FIDELITY NATIONAL INFORMATION SOLUTIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)

				Six months ended
				June 30,
				2002				2001
Cash flows from operating activities:
	Net earnings			$	10,227			$	2,655
	Adjustments to reconcile net earnings to net cash provided by operating activities:
		Depreciation and amortization			5,433				2,276
		Changes in assets and liabilities, net of effects of business acquisitions:
		Gain on sale of divisional assets			(344	)			203
		Accounts receivable			1,705				(9,308	)
		Prepaid and other assets			(1,924	)			192
		Accounts payable			(1,355	)			2,482
		Deferred revenue			1,999				1,757
		Tax benefit associated with the exercise of stock options			1,143				—
		Income taxes			3,210				1,383
		Related party receivables (payables)			(1,549	)			340
		Minority interests			149				(34	)
		Other liabilities			(2,795	)			147
Net cash provided by operating activities					15,899				2,093
Cash flows from investing activities:
	Purchase of property, equipment and software				(5,243	)			(1,023	)
	Proceeds from sale of divisional assets				15,500
	Business acquisitions, net				(5,348	)
Net cash (used in) provided by investing activities					4,909				(1,023	)
Cash flows from financing activities:
	Repayment of debt, net				(18,653	)			—
	Principal payments of lease obligations				(644	)			—
	Proceeds from stock options and employee benefit plans				3,598				—
	Net change in cumulative translation adjustment				(234	)			—
Net cash used in financing activities