Back to GetFilings.com
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
Commission File Number: 0-28600
CCC INFORMATION SERVICES GROUP INC.
(Exact name of registrant as specified in its charter)
DELAWARE 54-1242469
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
WORLD TRADE CENTER CHICAGO
444 MERCHANDISE MART
CHICAGO, ILLINOIS 60654
(Address of principal executive offices, including zip code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(312) 222-4636
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
- --------------------- ---------------------
None None
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Stock, $0.10 par value
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes __X__ No _____
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. / /
The aggregate market value of voting shares (based on the closing price of
those shares listed on the Nasdaq National Market and the consideration received
for those shares not listed on a national or regional exchange) held by
non-affiliates (as defined in Rule 405) of the registrant as of March 30, 1998
was $317,640,712.
As of March 30, 1998, 24,764,583 shares of CCC Information Services Group
Inc. common stock, par value $0.10 per share, were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Part III of this Annual Report on Form 10-K incorporates by reference
portions of the registrant's Notice of 1998 Annual Meeting of Stockholders and
Proxy Statement.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
ANNUAL REPORT ON FORM 10-K
TABLE OF CONTENTS
PAGE(S)
---------
PART I
Item 1. Business..................................................................................... 1-11
Item 2. Properties................................................................................... 12
Item 3. Legal Proceedings............................................................................ 12
Item 4. Submission of Matters to a Vote of Security Holders.......................................... 12
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters........................ 12
Item 6. Selected Financial Data...................................................................... 13-14
Item 7. Management's Discussion and Analysis of Results of Operations and Financial Condition........ 14-20
Item 8. Financial Statements and Supplementary Data.................................................. 20
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure......... 20
PART III
Item 10. Directors and Executive Officers of the Registrant........................................... 20-24
Item 11. Executive Compensation....................................................................... 24-29
Item 12. Security Ownership of Certain Beneficial Owners and Management............................... 29-31
Item 13. Certain Relationships and Related Transactions............................................... 31
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.............................. 32-53
Signatures............................................................................................... 54
Directors and Executive Officers......................................................................... 55
Corporate Information.................................................................................... 56
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
This Annual Report on Form 10-K contains forward-looking statements within
the definition of Federal Securities laws. The section entitled "Forward Looking
Statements" contains additional disclosures concerning forward-looking
statements.
PART I
ITEM 1. BUSINESS
ORGANIZATION
CCC Information Services Group Inc. ("Company") (formerly known as InfoVest
Corporation), through its wholly owned subsidiary CCC Information Services Inc.
("CCC"), is a supplier of automobile claims information and processing services,
claims management software and communication services. The Company's services
and products enable automobile insurance company and collision repair facility
customers to improve efficiency, manage costs and increase consumer satisfaction
in the management of automobile claims and restoration.
As of December 31, 1997, White River Ventures Inc. ("White River") held
approximately 35% of the total outstanding common stock of the Company and had
51% of the voting power associated with the Company's total outstanding voting
stock. White River is a wholly owned subsidiary of White River Corporation.
BUSINESS SUMMARY
The principal services and products offered by the Company automate the
process of evaluating and settling both total loss and repairable automobile
claims. When a vehicle cannot be repaired, the Company's vehicle valuation
services and products, primarily TOTAL LOSS, provide insurance companies with
the ability to effect total loss settlements on the basis of market-specific
vehicle values. When a vehicle is repairable, the Company's collision estimating
services and products, principally EZEST and PATHWAYS, provide insurance
appraisers and collision repair facilities with up-to-date pricing, interactive
decision support and computer-assisted logic to produce accurate collision
repair estimates. The Company's claims outsourcing services and products
includes ACCESS, a vehicle restoration and management service. Communication
services offered by the Company connect insurers, appraisers and collision
repair facilities, providing the information required for decision making. The
Company also provides a wide variety of related services and products intended
to facilitate the overall management of the automobile claims process. The
Company's PATHWAYS workflow management software is designed to integrate each of
the Company's product offerings on a common platform with a common graphical
user interface, facilitating the learning of new applications while providing
the Company's customers with a broader tool set for claims completion. The
Company's services and products represent an integrated solution, combining
information, claims management software and secure communication systems to
improve the efficiency of the automobile claims process.
The Company's customers include the largest U.S. automobile insurance
companies and most of the small to medium size automobile insurance companies in
the country. In addition, the Company's products are used by approximately
12,000 collision repair facilities. The Company's core competencies include
collection and processing of claims and automobile valuation and repair data,
development of client-server, object-oriented claims and collision repair
software products, communications network management, customer service and the
workflow processes of automobile insurance claims.
The Company sells its services and products to insurance companies through a
direct sales force. The Company contracts with independent sales representatives
to sell its products to collision repair facilities.
1
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
Over 60% of the Company's revenue for 1997 was for services and products sold
pursuant to contracts, which generally have multi-year terms. A substantial
portion of the Company's remaining revenue represented sales to customers that
have been doing business with the Company for many years. The Company's services
and products are generally sold under multi-year contracts either on a monthly
subscription or a per transaction basis.
OVERVIEW OF THE AUTOMOBILE INSURANCE CLAIMS PROCESS
Automobile claims generally involve three types of participants: automobile
insurance companies, consumers and service providers, such as collision repair
facilities and attorneys. The interaction among these parties in the processing
of a claim can be referred to as the "automobile claims industry." The Company
believes that the claims process has historically been inefficient and
contentious for the participating parties due, in part, to the lack of
independently verifiable claims data and inefficient communications networks.
THE AUTOMOBILE INSURANCE INDUSTRY
Of the companies offering private passenger automobile insurance in the
United States, the twenty largest providers account for more than 65% of all
automobile insurance premiums. Insurance companies compete principally on the
basis of price, marketing, consumer satisfaction and claims paying ability.
State agencies closely regulate the product offerings, claims processes and the
premium structure of insurance companies. In addition, the laws of many states
require motorists to carry liability insurance at specified minimum levels.
The automobile insurance industry is changing rapidly. The automobile
insurance marketplace is experiencing price constraints as a result of
increasing competition and regulatory activity. At the same time, policy holders
are demanding higher levels of customer service. The growing complexity and
sophistication of automobile design and engineering is increasing the actual
repair cost (referred to in the automobile claims industry as "severity") of
collision claims. In addition, the personal injury component of automobile
insurance claims is rising, in part, as a result of the increasing frequency of,
and magnitude of, claims involving alleged bodily injury, including soft-tissue
claims. Competitive pressures and resistance by policy holders and regulators to
premium increases are causing insurance companies to focus on managing costs.
The Company believes that the insurance industry's focus on cost management
has been accompanied by an increasing recognition that it is easier and more
cost-effective to retain an existing policy holder than to lure a new customer
away from a competitor. Dissatisfaction with the claims handling process is a
frequently cited cause of policy non-renewal.
THE COLLISION REPAIR INDUSTRY
The collision repair industry, which has historically been extremely
fragmented, is consolidating. Most collision repair facilities are
owner-operated, single-location businesses which focus on a local market. The
Company estimates that 20 to 25 thousand collision repair facilities have annual
revenues in excess of $300 thousand. These facilities tend to be larger, better
capitalized and increasingly reliant on professional and sophisticated
management who are adopting new technology and wholesale marketing techniques to
compete.
The costs to operate a collision repair facility have risen substantially
over the past decade. Modern automobile designs coupled with extensive
environmental regulations are forcing repair facilities to make
2
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
significant capital investments in increasingly sophisticated equipment and
better training. At the same time, insurance companies are looking to collision
repair facilities to assist in cost containment.
Because a substantial portion of collision repair facility revenue is
sourced from insurance companies, collision repair facility owners are
increasingly shifting their marketing efforts from consumer-oriented advertising
to wholesale marketing and insurance company referrals. For example, many
collision repair facilities are seeking to capitalize on insurance
industry-driven trends such as the growth in direct repair programs. A direct
repair program, or DRP, allows an insured whose automobile is involved in a
collision to have the repair performed within a network of approved repair
facilities. To participate in DRPs with major insurance companies, collision
repair facilities must meet minimum standards for equipment, training and
facilities. To ensure continued satisfaction at both the referring insurance
company and consumer level, collision repair facilities must seek ways to
improve productivity and optimize the workflow of the automobile repair process.
To achieve these goals, collision repair facilities are making substantial
investments in capital equipment and computer technology.
THE AUTOMOBILE CLAIMS PROCESS
Insurance companies generally handle automobile physical damage claims in
one of three ways: in-house staff appraisals, direct repair programs and
independent adjustments.
STAFF APPRAISAL. The insurance industry employs staff appraisers and claims
representatives who, the Company estimates, handle 70% to 75% of all automobile
claims. This estimate is based on the Company's claims experience, and
interviews with its large insurance company customers. Staff appraisers handle a
broad range of claims tasks, including appraisal, claims supplements, police
reporting, total loss files, salvage processing and settlement payments. Based
on the Company's internal estimates, staff appraisers typically handle twelve or
more claims per day when in a drive-in facility and three to five claims per day
when in the field. The Company believes that most insurance company staff
appraisers use collision estimating software to prepare collision repair
estimates.
DIRECT REPAIR PROGRAMS. Seventeen of the top twenty automobile insurers,
including each of the five largest, offer some form of direct repair program.
Based on the Company's interviews with its insurance company customers, the
Company estimates that 15% of all automobile claims are handled through a DRP,
the fastest-growing method for handling automobile claims. The Company believes
that DRPs present significant opportunities to both insurance companies and
collision repair facilities to increase the satisfaction of their customers.
Surveys demonstrate that DRPs result in higher consumer satisfaction than either
of the other claims handling methods. In addition, by eliminating several days
from the claims process, insurers utilizing DRPs reduce replacement rental car
expense and eliminate the costs associated with dispatching an adjuster to
appraise each vehicle. An automated DRP ensures accurate estimates, facilitates
the use of alternate replacement parts and increases the productivity of
auditors and reinspectors. The Company estimates that adjusters who formerly
completed only three to five estimates per day under a staff appraisal program
can review 20 to 25 claims per day under a DRP. Participating collision repair
facilities gain volume and efficiency and reduce disputes with consumers and
insurance companies.
INDEPENDENT ADJUSTMENT. Based on the Company's interviews with its
insurance customers, the Company estimates that independent claims adjusters
handle 15% to 22% of all automobile claims. Independent adjusters offer their
appraisal skills to a variety of insurance companies in a specific geographic
location. Insurers typically outsource claims to independent adjusters where
their market coverage does not justify hiring local staff or when the volume of
work exceeds local capacity. The Company estimates that most independent
adjusters do not use automated collision estimating systems.
3
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
NEEDS AND OPPORTUNITIES IN THE AUTOMOBILE CLAIMS PROCESS
The Company believes trends in the automobile insurance industry create
several identifiable needs. First, automobile insurers need to increase consumer
satisfaction through faster, more efficient claims handling procedures. Second,
insurance companies need to improve working relationships with their primary
service providers through the exchange of auditable data and improved
communication. Third, insurers need to integrate emerging technologies into
their legacy mainframe hardware and software systems. Finally, smaller insurance
companies need to become cost competitive with the major insurers by adopting
solutions which provide economies of scale benefits.
Trends in the collision repair industry also present collision repair
facilities with several needs and opportunities. First, repair facilities need
to secure a steady supply of customers through efficient marketing and greater
connectivity to insurance companies. Second, repair facilities need to improve
their operating efficiency, business management and repair processing through
affordable information and decision making tools.
The Company believes that improvements in the automobile claims process will
require that participants have ready access to data, decision making tools and
efficient communications. As a result, there is a need for integrated, efficient
solutions in the appraisal, repair and settlement processes which will speed
repairs, assure consumer satisfaction and save money.
SERVICES AND PRODUCTS
The Company's services and products are integrated for use with one another
across multiple platforms and are designed for ease of use by the large number
of people involved in the automobile claims process on a daily basis.
Approximately 66% of the Company's consolidated revenue for 1997 was from the
sale of services and products to insurance companies with the remainder sold to
collision repair facilities and other customers. Revenues from TOTAL LOSS
valuation services and EZEST and PATHWAYS Collision Estimating software
licensing accounted for 32% and 47%, respectively, of the Company's consolidated
1997 revenue.
PATHWAYS WORKSTATION SOFTWARE. PATHWAYS is a windows-based workstation
software platform designed to better serve the overall workflow needs of
insurance field staffs. PATHWAYS offers a common, graphical user interface
across all applications which organizes claims in tabbed, electronic workfiles
and reduces the time required to learn or develop new software functions or
applications. PATHWAYS includes a workflow manager which assists users in
managing all aspects of their day-to-day activities, including receipt of new
assignments, communication of completed activity, electronic file notes and
reports as well as the automatic logging of key events in the claims process.
The Company intends to integrate all of its existing field applications into
this platform and develop all future field applications on PATHWAYS. PATHWAYS is
fully integrated with the Company's communications network, allowing adjusters
to operate in the field, and thereby reduce office and other expenses. The first
PATHWAYS application was PATHWAYS Collision Estimating, which provides improved
functionality when compared to the predecessor DOS based EZEST product.
VEHICLE VALUATION SERVICES AND PRODUCTS. The Company's TOTAL LOSS service
provides insurance companies the ability to effect total loss settlements on the
basis of market-specific values based upon physically inspected used car
inventories. The Company believes that its vehicle database, which contains
detailed information about millions of vehicles either physically inventoried
from one of more than 4,500 dealer lots or taken from recent advertisements, is
the most comprehensive in North America. The Company uses its proprietary
database and valuation software to provide insurance companies with independent,
current, local, market-values and vehicle identification data. The Company's
TOTAL LOSS product complies with the regulatory requirements of all 50 states.
Each total loss valuation includes a
4
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
vehicle identification search under VINGUARD, the Company's vehicle
identification number fraud protection program which matches current claims
against the Company's database of previously totaled or stolen vehicles.
COLLISION ESTIMATING SERVICES AND PRODUCTS. EZEST was the first
stand-alone, PC-based collision estimating system utilizing intelligent logic to
automate the process of eliminating repair activity overlaps and automating all
included operations and ancillary repair work in preparing an estimate.
Intelligent logic represents automation of procedure pages from crash estimating
guides that detail the steps involved in repairing various parts of a damaged
vehicle depending on the extent of the damage. The Company now also offers its
next generation collision estimating product, Pathways Collision Estimating.
Pathways provides automobile insurers with fast and reliable estimates at a low
cost. Pathways runs on any IBM-compatible laptop or desktop computer and
contains all nine volumes of the Motor Crash Estimating Guide and other data
necessary to build an estimate. The Company licenses the Motor Crash Estimating
Guide data from a subsidiary of The Hearst Corporation. A unique feature of
Pathways is its recycled part valuation upgrade which will display and
automatically insert into the estimate a predicted price of those recycled or
salvage automotive parts statistically known to be available in the local market
in which the estimate is written. The Pathways software, Motor Crash Estimating
Guide database and other associated databases are updated via a monthly CD-ROM.
Pathways is sold under multi-year contracts on a monthly subscription basis to
both insurers and collision repair facilities.
PATHWAYS DIGITAL IMAGING. PATHWAYS Digital Imaging, a Pathways workstation
application, allows shops to capture and instantly transmit damage images,
thereby reducing the need for a physical vehicle inspection. The computerized
digital photo imaging system allows automobile insurers and collision repairers
to visually document vehicle damage and electronically communicate the image.
This reduces claims cycle time while eliminating film cost and saving travel and
overnight delivery expense. In September 1997, the Company began delivery of its
next generation system, PATHWAYS Digital Imaging, a software application that
captures, stores and transmits images of vehicle damage. PATHWAYS Digital
Imaging is sold under multi-year contracts on a monthly subscription basis.
GUIDEPOST DECISION SUPPORT. GUIDEPOST is an executive information and data
navigation software package. GUIDEPOST allows managers to electronically
evaluate results, format reports, drill down for subject or personnel review and
compare performance to industry and regional indices. GUIDEPOST updates are
distributed monthly on diskettes and development for network delivery is
underway. While introduced as an element of the Company's suite of electronic
DRP and collision estimating tools, GUIDEPOST will be made available for all the
Company's products, extending the integration of a multi-channel claims process.
EZNET COMMUNICATIONS NETWORK. EZNET connects insurers with their appraisers
and repair network partners. EZNET'S process management capabilities provide the
information required to make appropriate and timely decisions, regardless of
location or settlement process. EZNET is used principally for the complete
electronic communication of work files and estimates to staff appraisers or DRP
partners and for the receipt of auditable estimate data. EZNET is the only
communications network tailored to provide automated communication service to
participants in the automobile physical damage claim process, including:
mailboxing, messaging, routing, imaging, assignment tracking, record library and
third-party gateways. A unique feature of EZNET is the electronic appraisal
review feature that provides real-time exception reporting to target
re-inspections and improves management control of DRP networks and appraisers.
EZNET also facilitates the management of car rental and salvage disposition.
EZNET is sold both on a per transaction basis and on a monthly subscription
basis.
5
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
CLAIMS OUTSOURCING SERVICES AND PRODUCTS. ACCESS is an outsourced vehicle
appraisal and restoration management service. Insurance companies use ACCESS to
appraise and settle claims without hiring either additional staff or independent
appraisers. ACCESS uses a network of Company certified, fully equipped repair
facilities and the Company's claims management tools to provide fast, low cost
claims settlement with high customer satisfaction. In addition, the Company
provides reinspection and restoration management staff for quality assurance.
ACCESS is sold on a per claim basis under multi-year agreements. The Company has
begun to offer a complete claims outsourcing service that manages all aspects of
the claim process. Using a proprietary, state-of-the-art, paperless claims
management system, the outsourcing service takes the initial loss notification
and manages the file through settlement.
EZWORKS PRODUCTIVITY TOOLS. EZWORKS is a set of modular applications that
assist collision repair businesses with a variety of management functions such
as job costing, operations analysis, and accounting interfaces. EZWORKS provides
an important interface between EZEST and a leading commercial accounting
product.
CUSTOMERS
The Company's business is based on relationships with the two primary users
of the Company's services: automobile insurance companies and collision repair
facilities. The Company's customers include the largest U.S. automobile
insurance companies and most of the small to medium size automobile insurance
companies in the country.
The Company's products are used by approximately 12,000 collision repair
facilities. The Company has collision repair customers in all 50 states,
including most major metropolitan markets. In addition to assisting collision
repair facilities in managing their businesses, many of these customers use the
Company's services and products as a means to participate in insurance DRP
programs, thereby making the use of the Company's services and products
important to the customer's business growth.
Over 60% of the Company's revenue for 1997 was for services and products
sold pursuant to contracts, which generally have multi-year terms. A substantial
portion of the Company's remaining revenue represented sales to customers that
have been doing business with the Company for many years. The Company's services
and products are sold either on a monthly subscription or a per transaction
basis.
SALES AND MARKETING
Including Collision Repair Representatives, the Company utilizes
approximately 300 sales and service professionals across five different sales
organizations and certain other sales and marketing functions to market and sell
its services and products. Employee counts below for each of the five sales
organization are as of December 31, 1997.
NATIONAL SALES ORGANIZATION. The National Sales Organization comprises
national account managers ("NAMs") who focus on the Company's overall
relationships with the home and regional offices of seventy six leading
insurance companies. NAMs are experienced sales professionals charged with
meeting customers' business needs with a consultative approach. NAMs are
responsible for home office relationships through which most major and all
company-wide contracts are signed and renewed.
BUSINESS SOLUTIONS GROUP. The Business Solutions Group (BSG) consists of
business solutions managers and consultants that identify, develop and perform
qualified consulting projects and development of custom user interfaces. The BSG
plays a critical role in reviewing customer business practices to benchmark
current operations and to identify opportunities for improvement. BSG often
works closely
6
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
with customer system staffs to assure smooth implementation of more technically
complicated and customized service offerings.
FIELD SALES & SERVICE GROUP. Claims office territory managers are deployed
geographically with responsibility for individual claims offices of all of the
Company's insurance company clients. These employees are charged with on-going
field training and support for the Company's transaction-based businesses. The
Company's territory managers assist claim managers with the training of high
turnover personnel, program result analysis and problem resolution.
Increasingly, territory managers are functioning as claim settlement
consultants.
NEW BUSINESS ACQUISITION TEAM. The NBA team focuses on selling specific
products into the insurance market. Their role is to increase the Company's
market share in each product category in which the Company competes. They work
closely with the other sales organizations to bring specific product expertise
to our customers.
COLLISION REPAIR REPRESENTATIVES. The Company contracts independent sales
representatives to sell the Company's products to collision repair facilities
across the country. The primary representatives are assigned geographic
territories and often employ secondary representatives to increase presence in
particular areas. The representatives are highly experienced within the
collision repair industry and typically assist customers in dealing with a
variety of business issues.
The Company's marketing efforts for the automobile insurance market are
conducted through three principal means. The Company believes that most claims
executives and managers learn about new technologies and solutions through sales
personnel, so the majority of the Company's insurance marketing dollars is
devoted to developing professional collateral materials for use by the sales
force. The Company sponsors an annual industry conference for senior claims
executives and collision repair industry leaders. The Company's senior managers
are frequent speakers at industry gatherings and are frequent authors of
articles published in industry and national print media.
The Company's marketing efforts for the automobile repair market are
conducted through participation in national and regional trade shows, lead
generating direct marketing programs, collateral materials and trade
advertising.
TRAINING AND SUPPORT
Field appraisers, claim representatives and collision repair facility owners
use the Company's tools and information for decision making. The Company
addresses its customer service needs through a field and telephone training and
support staff that consists of approximately 180 employees. The support staff
consists of individuals with technical knowledge and experience relating not
only to application software, operating systems and network communications, but
also to new and used car automobile markets and collision repair. The Company
routinely analyzes customer call types to modify products or training and,
whenever necessary, will dispatch a field representative to provide process
assistance. In addition, Company field trainers implement every new sale.
TECHNOLOGY
Underlying each of the Company's principal services and products are
databases which customers access through software and the Company's
communications network.
VEHICLE VALUATION SERVICES AND PRODUCTS. The Company's proprietary database
of valuation data used in connection with its TOTAL LOSS services and products
is built through the Company's own data collection
7
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
network. This network includes detailed used car inventory and sales data from
more than 4,500 automobile dealers in 228 metropolitan areas throughout the
United States and Canada, as well as data from local newspaper advertisements
and prior transactions. The database includes more than 15 million prior
valuations, including theft data. The Company maintains its TOTAL LOSS database
on a mainframe computer which customers directly access using the Company's
proprietary communications network or by telephone or facsimile.
COLLISION ESTIMATING SERVICES AND PRODUCTS. The Company offers its
collision estimating services and products through a personal computer-based,
open systems approach using its object-oriented design. The Company's principal
database for its collision estimating products is the Motor Crash Estimating
Guide published by a subsidiary of The Hearst Corporation. The Company licenses
this database under a contract which expires in 2002, that grants to the Company
a license to publish the database electronically. This contract includes the
exclusive license for intelligent logic to the insurance industry, the integral
component of collision estimating software. See further discussion of this
contract under "Intellectual Property."
EZNET COMMUNICATIONS NETWORK. The Company's communications network, EZNET,
transmits and processes both staff and direct repair claims data. EZNET'S
Transport Layer provides reliable, secure data transmission. EZNET'S Workflow
Layer routes claims information and status updates to multiple recipients
according to insurance company preference and provides storage through network
mailboxes maintained by the Company. EZNET supports all major communications
protocols, including X25, SNA, ISDN and TCP/IP, as well as industry standards
such as the Collision Industry Electronic Commerce Association.
PATHWAYS ENVIRONMENT. The Company has built and completed class libraries
consisting of approximately 1,000 business and system objects that serve as the
foundation of its PATHWAYS product line. These objects were designed with a work
flow orientation and are used in a framework to manage databases, maintain model
persistence, create electronic workfiles, and facilitate communications. These
elements are used in conjunction with a common graphical user interface for all
applications. This approach is intended to offer many advantages to the
Company's customers, including ease of training and integration of complementary
systems and legacy applications. In addition, the graphical user interface and
object-oriented foundation of these services and products is designed to enable
faster introduction of additional application modules with greater product
quality assurance as well as easy integration with customer-developed software
applications. It is the Company's intent to build all new products within this
framework and to migrate existing products to it.
PRODUCT DEVELOPMENT AND PROGRAMMING
The Company's ability to maintain and grow its position in the claims
industry is dependent upon expansion of its products and services. Investments
in development are therefore critical to obtaining new customers and renewals
from existing customers. The Company's product development and programming
efforts principally consist of software development, development of enhanced
communication protocols and applications, and database design and enhancement.
Product engineering activities focus on improving speed to market of new
products, services, and enhancements, adding new business functions without
affecting existing services and products, and reducing development costs. The
Company uses its class library of objects, knowledge of its clients' workflows
and its automated testing tools to deliver quality workflow-oriented solutions
to the marketplace quickly. The Company develops products in close collaboration
with its clients based on specific needs. The Company's total product
development and programming expense was $20.2 million, $17.0 million and $14.9
million for the years ended December 31, 1997, 1996 and 1995, respectively.
8
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
INTELLECTUAL PROPERTY
The Company relies primarily on a combination of contracts, intellectual
property laws, confidentiality agreements and software security measures to
protect its proprietary technology. The Company distributes its products under
written license agreements, which grant end-users a license to use the Company's
services and products and which contain various provisions intended to protect
the Company's ownership and confidentiality of the underlying technology. The
Company also requires all of its employees and other parties with access to its
confidential information to execute agreements prohibiting the unauthorized use
or disclosure of the Company's technology.
The Company has trademarked virtually all of its services and products.
These marks are used by the Company in the advertising and marketing of the
Company's services and products. EZEST and CCC are well-known marks within the
automobile insurance and collision repair industries. The Company has patents
for its collision estimation product pertaining to the comparison and analysis
of the "repair or replace" and the "new or used" parts decisions. While the
TOTAL LOSS calculation process is not patented, the methodology and processes
are trade secrets of the Company and are essential to the Company's TOTAL LOSS
business. Despite these precautions, the Company believes that existing laws
provide only limited protection for the Company's technology and that it may be
possible for a third party to misappropriate the Company's technology or to
independently develop similar technology.
Certain data used in the Company's services and products is licensed from
third parties for which they receive royalties. The Company does not believe
that the Company's services and products are significantly dependent upon
licensed data, other than the Motor Crash Estimating Guide data, because the
Company believes it can find alternative sources for such data. The Company does
not believe that it has access to an alternative database that would provide
comparable information to the Motor Crash Estimating Guide. The Motor Crash
Estimating Guide is licensed from the Hearst Corporation through a scheduled
expiration of April 30, 2002. Absent notification of cancellation by either the
Company or the Hearst Corporation two years before the license's scheduled
expiration, the license agreement is automatically extended for one year on a
rolling annual basis. Any interruption of the Company's access to the Motor
Crash Estimating Guide data could have a material adverse effect on the
Company's business, financial condition and results of operations.
The Company is not engaged in any material disputes with other parties with
respect to the ownership or use of the Company's proprietary technology. The
Company has been previously involved, however, in intellectual property
litigation concerning certain data ownership rights, the resolution of which
resulted in substantial payments by the Company. There can be no assurance that
other parties will not assert technology infringement claims against the Company
in the future. The litigation of such a claim may involve significant expense
and management time. In addition, if any such claim were successful, the Company
could be required to pay monetary damages and may also be required to either
refrain from distributing the infringing product or obtain a license from the
party asserting the claim (which license may not be available on commercially
reasonable terms).
COMPETITION
The market for the Company's products is highly competitive. The Company
competes primarily on product differentiation, customer service and price. The
Company's principal competitors are small divisions of two well capitalized,
multinational firms, Automatic Data Processing ("ADP") and Thomson Publishing
Corporation ("Thomson"). ADP offers both a PC-based collision estimating system
and a total loss product to the insurance industry. It offers a different
collision estimating system and a digital imaging system to the collision repair
industry. Thomson publishes crash guides for both the insurance and
9
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
automobile collision repair industries and markets collision estimating, shop
management and imaging products. In addition, there are several very small,
collision estimating programs sold into the market which do not use intelligent
logic. In addition, the claims outsourcing business competes with various
outsourcing service providers and third party administration (TPA) entities. The
Company has experienced steady competitive price pressure, particularly in the
collision estimating market, over the past few years and expects that trend to
continue. The strength of this trend may cause the Company to alter its mix of
services, features and prices.
The Company intends to address competitive price pressures by providing high
quality, feature enhanced products and services to its clients. The Company
intends to continue to develop user-friendly claims products and services
incorporating its comprehensive proprietary inventory of data. The Company
expects that the PATHWAYS workflow manager will provide the necessary position
with its insurance and collision repair customers to effectively compete against
competitive price pressures.
At times, insurance companies have entered into agreements with service
providers (including ADP, Thomson and CCC) wherein the agreement provides, in
part, that the insurance company will either use the product or service of that
vendor on an exclusive basis or designate the vendor as a preferred provider of
that product or service. If it is an exclusive agreement, the insurance company
mandates that collision repair facilities, independent appraisers and regional
offices use the particular product or service. If the vendor is a preferred
provider, the collision repair facilities, appraisers and regional offices, are
encouraged to use the preferred product, but may still choose another vendor's
product or service. Additionally, some insurance companies mandate that all
products be tested and approved at the companies' national level before regional
levels can purchase such products. The benefits of being an endorsed product or
on the approved list of an insurance company include immediate customer
availability and a head start over competitors who may not be so approved. With
respect to those insurance companies that have endorsed ADP or Thomson, but not
CCC, the Company will be at a competitive disadvantage.
In connection with the Company's strategy to provide outsourced claims
processing services, the Company will compete with other third-party service
providers, some of whom may have more capital and greater resources than the
Company.
The Company currently processes the majority of insurer-to-collision repair
facility repair assignment and estimate retrieval for DRPs through its EZNET
communications network. The Company believes there is a wide range of
prospective competitors in this service area, many of which have greater
resources than the Company.
EMPLOYEES
As of December 31, 1997, the Company had approximately 1,100 full-time
employees of whom approximately 300 were employed in sales and marketing
functions (excluding independent collision repair representatives),
approximately 180 were employed in customer support functions, approximately 260
in product development and quality assurance functions, approximately 215 in
operations and approximately 130 in finance and administration. The Company
regularly seeks to identify skilled software engineers and other potential
employee candidates, and has found that competition for personnel in the
software industry is intense. The Company believes its ability to recruit and
retain highly skilled technical and other management personnel will be critical
to execute its business plans. The Company's employees are not represented by
any collective bargaining agreement or organization. The Company believes that
its relationships with its employees are good.
10
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
FORWARD-LOOKING STATEMENTS
This Item 1 contains forward-looking statements that involve risks and
uncertainties. When used, the words "anticipate", "believe", "estimate", and
"expect" and similar expressions as they relate to the Company and its
management are intended to identify such forward-looking statements. The
Company's actual results, performance or achievements could differ materially
from the results expressed in, or implied by, such forward-looking statements.
Factors that could affect such results, performance or achievements include, but
are not limited to, reliance on major customers, technological change and new
product development, competition, use of licensed information and dependence on
proprietary rights.
11
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
ITEM 2. PROPERTIES
The Company's corporate office is located in Chicago, Illinois where the
Company leases approximately 150,000 square feet of a multi-tenant facility
under several leases, the last of which expires in November 2008. The Company
also leases approximately 84,000 square feet in Glendora, California where a
satellite development center and distribution center are housed, under a lease
expiring in August 2000. The Company believes that its existing facilities and
additional or alternative space available to it are adequate to meet its
requirements for the foreseeable future.
ITEM 3. LEGAL PROCEEDINGS
The Company is a party to various claims and routine litigation arising in
the normal course of business. Such claims and litigation are not expected to
have a material adverse effect on the financial condition or results of
operations of the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Common Stock (symbol: CCCG) began trading on the Nasdaq National Market
("Nasdaq") on August 16, 1996. Low and high sales prices of the Common Stock
were as follows:
1997 1996
-------------------------------------------------- ------------------------
FOURTH THIRD SECOND FIRST FOURTH THIRD
QUARTER QUARTER QUARTER QUARTER QUARTER QUARTER(*)
----------- ----------- ----------- ----------- ----------- -----------
Low............................. $ 17.38 $ 14.70 $ 11.75 $ 12.50 $ 12.50 $ 14.00
High............................ $ 23.88 $ 21.00 $ 19.50 $ 19.50 $ 23.00 $ 24.00
- ------------------------
(*) Represents trading activity for the period from August 16, 1996 through
September 30, 1996.
Since the public offering, no dividends have been declared on shares of the
Company's Common Stock and the Company's Board of Directors currently has no
intention to declare such dividends. As of March 30, 1998, there were 24,764,583
shares of Common Stock issued and outstanding. There were 105 stockholders of
record on March 30, 1998, plus an indeterminate number of stockholders that hold
shares of Common Stock in the names of nominees.
12
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
ITEM 6. SELECTED FINANCIAL DATA
YEAR ENDED DECEMBER 31,
----------------------------------------------------------
1997 1996 1995 1994(*) 1993
---------- ---------- ---------- ---------- ----------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
CONSOLIDATED STATEMENT OF OPERATIONS DATA:
Revenues.............................................. $ 159,106 $ 130,977 $ 115,519 $ 91,917 $ 51,264
Expenses:
Operating expenses.................................. 133,401 110,846 104,697 84,094 44,233
Purchased research and development.................. -- -- -- 13,791 --
Loss on lease termination........................... -- -- -- -- 3,802
Litigation settlements.............................. -- -- 4,500 1,750 --
---------- ---------- ---------- ---------- ----------
Operating income (loss)............................... 25,705 20,131 6,322 (7,718) 3,229
Equity in loss of Joint Venture....................... -- -- -- (615) (3,564)
Interest expense...................................... (139) (2,562) (5,809) (7,830) (6,945)
Other income (expense), net........................... 1,505 636 482 316 (311)
---------- ---------- ---------- ---------- ----------
Income (loss) from continuing operations
before income taxes................................. 27,071 18,205 995 (15,847) (7,591)
Income tax (provision) benefit........................ (11,239) (2,683) 291 2,688 1,817
---------- ---------- ---------- ---------- ----------
Income (loss) from continuing operations.............. 15,832 15,522 1,286 (13,159) (5,774)
Income from discontinued operations, net of income
taxes................................................. -- -- -- 1,006 (4,357)
Extraordinary loss on early retirement of debt, net of
income taxes.......................................... -- (678) -- -- --
---------- ---------- ---------- ---------- ----------
Net income (loss)....................................... 15,832 14,844 1,286 (12,153) (10,131)
Dividends and accretion on mandatorily redeemable
preferred stock....................................... (365) (6,694) (3,003) (1,518) --
---------- ---------- ---------- ---------- ----------
Net income (loss) applicable to common stock............ $ 15,467 $ 8,150 $ (1,717) $ (13,671) $ (10,131)
---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ----------
PER SHARE DATA:
INCOME PER COMMON SHARE--BASIC
Income (loss) applicable to common stock from:
Continuing operations................................. $ 0.65 $ 0.46 $ (0.11) $ (1.12) $ (0.63)
Discontinued operations............................... -- -- -- 0.08 (0.47)
Extraordinary loss on early retirement of debt, net of
income taxes........................................ -- (0.03) -- -- --
---------- ---------- ---------- ---------- ----------
Net income (loss) applicable to common stock............ $ 0.65 $ 0.43 $ (0.11) $ (1.04) $ (1.10)
---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ----------
INCOME PER COMMON SHARE--DILUTED
Income (loss) applicable to common stock from:
Continuing operations................................. $ 0.62 $ 0.43 $ (0.11) $ (1.12) $ (0.63)
Discontinued operations............................... -- -- -- 0.08 (0.47)
Extraordinary loss on early retirement of debt, net of
income taxes........................................ -- (0.03) -- -- --
---------- ---------- ---------- ---------- ----------
Net income (loss) applicable to common stock............ $ 0.62 $ 0.40 $ (0.11) $ (1.04) $ (1.10)
---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ----------
Weighted average shares outstanding:
Basic................................................. 23,807 19,056 16,300 13,090 9,245
Diluted............................................... 24,959 20,367 16,300 13,090 9,245
- ------------------------
(*) The Company accounted for its interest in the Joint Venture under the equity
method of accounting prior to acquiring the remaining interest in the Joint
Venture, effective March 30, 1994.
13
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
DECEMBER 31,
----------------------------------------------------------
1997 1996 1995 1994 1993
---------- ---------- ---------- ---------- ----------
(IN THOUSANDS)
CONSOLIDATED BALANCE SHEET DATA:
Cash and marketable securities........................ $ 32,118 $ 18,404 $ 3,895 $ 5,702 $ 375
Working capital....................................... 28,735 8,093 (17,953) (15,549) (11,004)
Total assets.......................................... 83,494 58,268 44,093 52,232 40,058
Current portion of long-term debt..................... 111 120 7,660 5,340 7,857
Long-term debt, excluding current maturities.......... -- 111 27,220 35,753 56,624
Mandatorily redeemable preferred stock................ 5,054 4,688 34,125 31,122 --
Stockholders' equity (deficit)........................ 45,827 24,293 (56,420) (54,729) (53,416)
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
RESULTS OF OPERATIONS
The Company's results from operations, for the periods indicated, are set
forth below:
YEAR ENDED DECEMBER 31,
----------------------------------
1997 1996 1995
---------- ---------- ----------
(IN THOUSANDS)
Revenues..................................................................... $ 159,106 $ 130,977 $ 115,519
Expenses:
Operating Expenses:
Production and customer support........................................... 35,657 31,828 32,261
Commissions, royalties and licenses....................................... 18,939 14,009 11,720
Selling, general and administrative....................................... 50,914 40,653 36,279
Depreciation and amortization............................................. 7,688 7,330 9,572
Product development and programming....................................... 20,203 17,026 14,865
Litigation settlement....................................................... -- -- 4,500
---------- ---------- ----------
Operating income............................................................ 25,705 20,131 6,322
Interest expense............................................................ (139) (2,562) (5,809)
Other income, net........................................................... 1,505 636 482
---------- ---------- ----------
Income from operations before income taxes.................................. 27,071 18,205 995
Income tax (provision) benefit.............................................. (11,239) (2,683) 291
---------- ---------- ----------
Income from operations...................................................... $ 15,832 $ 15,522 $ 1,286
---------- ---------- ----------
---------- ---------- ----------
OVERVIEW
The Company is a supplier of automobile claims information and processing,
claims management software and communication services. The Company's customers
include the largest U.S. automobile insurance companies and most of the small to
medium size automobile insurance companies in the country. In addition, the
companies products and services are used by approximately 12,000 collision
repair facilities. The Company's services and products are designed to improve
efficiency, manage costs and increase consumer satisfaction in the management of
automobile claims and restoration.
The Company sells its products to two primary customer groups: insurance
companies (approximately 66% of revenue in 1997) and collision repair
facilities. In addition, certain Company products and services are aimed at
improving the efficiency of both markets by enabling the two groups to
communicate
14
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
electronically. The Company's principal products for insurance companies are its
TOTAL LOSS vehicle valuation service, used to estimate the value of unrepairable
vehicles, and its EZEST collision estimating software, used to estimate the cost
of repairing vehicles. The Company also offers insurers its claims outsourcing
service, ACCESS, an integrated appraisal and restoration management service and
access to EZNET, its communications network. The Company also offers its
PATHWAYS workflow management software, which integrates the Company's
information and software products into a total workflow management solution for
insurance field appraisal staffs. The Company's principal product for collision
repair facilities is its EZEST collision estimating software.
TOTAL LOSS vehicle valuation services are generally obtained through direct
dial-up access to the Company's host-based valuation system and billed to
insurance companies on a per valuation basis or under contract terms that
specify fixed fees for a prescribed number of transactions. Volume discounts
affect pricing. Collision Estimating software subscriptions are billed monthly
in advance. ACCESS services are billed monthly to insurance companies and
collision repair facilities on a per transaction basis. EZNET communication
services are generally priced on a per transaction basis. Monthly subscription
and transaction rates for all products and services are established under
negotiated contracts or pricing agreements. In general, customer account
balances are settled monthly. Under the terms of certain contracts involving
quarterly or annual prepayments, deferred revenues are recorded and subsequently
recognized over the periods in which related revenues are earned.
Customer contracts generally have multi-year terms. A substantial portion of
the Company's revenues were earned under contracts with customers that provide
for exclusivity or specify minimum purchase requirements; most remaining revenue
represented sales to customers that have been doing business with the Company
for many years. Use of multi-year contracts is common practice within the
industry, making it difficult to take customers from competitors during the
contract term.
As a result of debt incurred in connection with the Company's 1988
acquisition of CCC, the Company became highly leveraged. The Company's ability
to invest in new product development and conduct its business in accordance with
its business plan was constrained by limitations imposed by its acquisition
borrowings. The Company formed CCCDC to develop the EZEST collision estimating
software. To finance EZEST development and marketing efforts, the Company relied
on the sale of revenue streams from certain end-user collision estimating
contracts. These contract funding transactions provided essential liquidity
until June 1994, when the Company completed a recapitalization. In connection
with this recapitalization, White River acquired $39 million of Mandatorily
Redeemable Preferred Stock ("Preferred Stock"), and 7,050,840 shares of the
Company's common stock (the "White River Transaction"), and CCC entered into the
1994 bank credit facility. White River immediately sold $1,462,000 of the
Preferred Stock (3.7% of the then-outstanding Preferred Stock) and 264,407
shares of the Common Stock (1.6% of the then-outstanding Common Stock) to two
investment partnerships affiliated with Hambrecht & Quist LLC. In 1994, the
Company acquired the 50% of CCCDC that it did not previously own. In 1995, the
Company consolidated this investment with its other operations.
The Preferred Stock includes certain rights set forth in detail in Notes 10
and 11 to the consolidated financial statements, Mandatorily Redeemable
Preferred Stock and Initial Public Offering of Common Stock, respectively. In
particular, the Series E Preferred Stock permits White River and its affiliates
to cast 51% of the votes to be cast on any matter to be voted on by the holders
of the Company's common stock, subject to reductions in the event that either
the Company redeems part of the outstanding Series E Preferred Stock or White
River and its affiliates no longer hold all of such stock. In addition, under
the terms of a Stockholders Agreement among White River and certain
stockholders, including the Company's Chairman (the "Management Stockholders"),
the parties have agreed, subject to fiduciary duties, that
15
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
White River will vote with the Management Stockholders regarding defined
business combinations and subsequent offerings of Company common stock.
Depreciation expense includes depreciation attributable to certain software
acquired through the Company's acquisition of UCOP's interest in CCCDC. In the
purchase price allocation for the CCCDC acquisition, $5.2 million was assigned
to purchased software, $13.8 million was assigned to in-process research and
development software projects, $6.6 million was assigned to acquired tangible
assets and the balance of $3.7 million was assigned to goodwill. The amount
assigned to in-process research and development was charged against operating
results at the time of the acquisition.
The Company expenses research and development costs as incurred. The Company
has evaluated the establishment of technological feasibility of its product in
accordance with Statement of Financial Accounting Standard No. 86, "Accounting
for the Costs of Computer Software to be Sold, Leased or Otherwise Marketed."
The Company sells its products in a market that is subject to rapid
technological change, new product development and changing customer needs.
Accordingly, the Company has concluded that technological feasibility is not
established until the development stage of the product is nearly complete. The
Company defines technological feasibility as the completion of a working model.
The time period during which costs could be capitalized, from the point of
reaching technological feasibility until the time of general product release, is
very short and, consequently, the amounts that could be capitalized are not
material to the Company's financial position or results of operations.
Therefore, the Company has charged all such costs to research and development in
the period incurred.
The Company believes that its future success depends on its ability to
enhance its current services and products and to develop new services and
products that address the needs of its customers. As a result, the Company has
in the past and intends to continue to commit substantial resources to product
development and programming. Over the past three years ended December 31, 1997
the Company expended approximately $52.1 million for product development and
programming.
Prior to 1996, the Company had offset the income tax benefit attributable to
a portion of the Company's future income tax deductions with tax valuation
allowances because of the Company's history of operating losses and an inability
to project future taxable income with certainty. This treatment increased the
Company's overall effective income tax rate in the years the deferred income tax
valuation allowances were provided. As a result of the Company's successful
public offering and recently improved operating results, valuation allowances
totaling $4.7 million were released to income in 1996.
Despite its pre-offering accumulated deficit, the Company's net operating
loss carryforwards totaled only $0.3 million. This disparity is attributable to
the lack of tax basis for certain past operating charges. Since inception, the
Company has charged against earnings: (i) goodwill amortization related to
acquired businesses in the amount of approximately $38.8 million, (ii) purchased
in-process research and development software projects of approximately $13.8
million and (iii) purchased software amortization of approximately $4.8 million.
The Offering did not result in a change in control for income tax purposes that
would limit the use of the net operating loss carryforwards. In addition, as of
December 31, 1997, the Company had no research or investment tax credit
carryforwards.
16
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
RESULTS OF OPERATIONS AS A PERCENTAGE OF REVENUE
The Company's results from operations, as a percentage of revenue for the
periods indicated, are set forth below:
YEAR ENDED DECEMBER 31,
-------------------------------------
1997 1996 1995
----------- ----------- -----------
Revenues.......................................................................... 100.0% 100.0% 100.0%
----- ----- -----
Expenses:
Operating Expenses:
Production and customer support............................................... 22.4 24.3 27.9
Commissions, royalties and licenses........................................... 11.9 10.7 10.1
Selling, general and administrative........................................... 32.0 31.0 31.4
Depreciation and amortization................................................. 4.8 5.6 8.3
Product development and programming........................................... 12.7 13.0 12.9
Litigation settlement........................................................... -- -- 3.9
----- ----- -----
Operating income.................................................................. 16.2 15.4 5.5
Interest expense.................................................................. (0.1) (2.0) (5.0)
Other income, net................................................................. 0.9 0.5 0.4
----- ----- -----
Income from operations before income taxes........................................ 17.0 13.9 0.9
Income tax (provision) benefit.................................................... (7.1) (2.0) 0.2
----- ----- -----
Income from operations............................................................ 9.9% 11.9% 1.1%
----- ----- -----
----- ----- -----
1997 COMPARED WITH 1996
For the year ended December 31, 1997, the Company reported net income
applicable to common stock of $15.5 million, or $0.62 per share on a diluted
basis, versus net income applicable to common stock of $8.2 million, or $0.40
per share on a diluted basis, for the same period last year. Operating income
for the year ended December 31, 1997 of $25.7 million was $5.6 million higher
than the same period last year.
REVENUES. Revenues for the year ended December 31, 1997 of $159.1 million
were $28.1 million, or 21.5% higher than the same period last year. The increase
in revenues was due primarily to higher revenues from workflow/collision
estimating software licensing and valuation services. Workflow/collision
estimating software revenue increased due to an increase in the number of units
in both the autobody and insurance markets. Valuation services revenue increased
due to higher transaction volume.
PRODUCTION AND CUSTOMER SUPPORT. Production and customer support increased
from $31.8 million to $35.7 million. Due to leverage on a higher revenue base
and continued efforts to reduce production costs, production and customer
support decreased on a percent of revenue basis from 24.3% to 22.4%.
COMMISSIONS, ROYALTIES AND LICENSES. Commission, royalties and licenses
increased from $14.0 million or 10.7% of revenues to $18.9 or 11.9% of revenues.
The increase as a percent of revenues was due primarily to higher revenues from
autobody collision estimating licensing which generates both a commission and a
data royalty.
SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative
increased from $40.7 million or 31% of revenues to $50.9 million or 32% of
revenues. Headcount increases as well as higher average wages necessary to
recruit and retain key employees were the principal reasons for the increase.
17
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
DEPRECIATION AND AMORTIZATION. Depreciation and amortization increased from
$7.3 million to $7.7 million. On a percentage of revenue base, depreciation and
amortization decreased from 5.6% of revenues to 4.8%. Leverage on a higher
revenue base created the decrease in percentage terms.
PRODUCT DEVELOPMENT AND PROGRAMMING. Product development and programming
increased from $17.0 million to $20.2 million. Due to leverage on a higher
revenue base, product development and programming costs declined from 13.0% of
revenues to 12.7%.
OTHER INCOME/INTEREST EXPENSE AND INCOME TAXES. Net other income/interest
expense changed from a net expense of $1.9 million last year to net other income
of $1.4 million. The change in net other income was a combination of the full
year impact of a change in the capital structure subsequent to the public
offering of common stock in 1996, as well as a significant increase in invested
cash in 1997 generated from operations. The effective income tax rate increased
from 14.7% to 41.5% due primarily to the release of deferred income tax
valuation allowances in 1996. Adjusting the 1996 tax rate for the release of
valuation allowances would have resulted in an effective tax rate of 40.4%.
1996 COMPARED WITH 1995
For the year ended December 31, 1996, the Company reported net income
applicable to common stock of $8.2 million, or $0.40 per share on a diluted
basis, versus a net loss applicable to common stock of $1.7 million, or $0.10
per share on a diluted basis, for the same period last year. Operating income
for the year ended December 31, 1996 of $20.1 million was $13.8 million higher
than the same period last year. A litigation settlement charge of $4.5 million
was recorded in the comparable 1995 period.
REVENUES. Revenues for the year ended December 31, 1996 of $131.0 million
were $15.5 million, or 13.4%, higher than the same period last year. The
increase in revenues was due primarily to higher revenues from collision
estimating software licensing, from ACCESS claims services and from TOTAL LOSS
vehicle valuation services. Collision estimating software licensing revenues
increased primarily because of an increase in the number of software licenses,
particularly at collision repair facilities. ACCESS claims services revenues
increased primarily as a result of higher transaction volume. TOTAL LOSS
revenues increased as a result of both higher volume and a slightly higher rate
per transaction.
PRODUCTION AND CUSTOMER SUPPORT. Production and customer support decreased
from $32.3 million, or 27.9% of revenues, to $31.8 million or 24.3% of revenues,
due primarily to the Company's efforts to reduce selected production costs.
COMMISSIONS, ROYALTIES AND LICENSES. Commission, royalties and licenses
increased from $11.7 million, or 10.1% of revenues, to $14.0 million, or 10.7%
of revenues. The increase as a percent of revenues was due primarily to higher
revenues from autobody collision estimating licensing which generates both a
commission and a data royalty.
SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative
increased from $36.3 million, or 31.4% of revenues, to $40.7 million, but
declined to 31.0% of revenues. The decline as a percentage of revenue primarily
represents the increase in revenues but also reflects the results of the
Company's cost containment programs.
DEPRECIATION AND AMORTIZATION. Depreciation and amortization declined from
$9.6 million, or 8.3% of revenues, to $7.3 million, or 5.6% of revenues. The
decline relates primarily to expiration, as of March 31, 1996, of purchased
software amortization associated with the Company's acquisition of its former
partner's interest in CCCDC.
18
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
PRODUCT DEVELOPMENT AND PROGRAMMING. Product development and programming
increased from $14.9 million, or 12.9% of revenues to $17.0 million, or 13.0% of
revenues. The increase was due primarily to an increasing allocation of Company
resources to product development and wage pressure associated with retaining
software engineers.
INTEREST EXPENSE AND INCOME TAXES. Interest expense declined from $5.8
million to $2.6 million due to repayments of long-term debt, including the
substantial debt repayments following the Company's initial public offering of
common stock. The effective income tax rate for the year of 14.7% reflects the
release of deferred income tax valuation allowances totaling $4.7 million. The
decision to release these deferred income tax valuation allowances was based
upon the successful recapitalization of the Company through its initial public
offering and management's increased confidence in predicting the timing and
amount of future taxable income.
LIQUIDITY AND CAPITAL RESOURCES
During the year ended December 31, 1997, net cash provided by operating
activities was $20.1 million. The Company applied $8.1 million, excluding
noncash capital expenditures, to purchase equipment and software and invested
the rest of the excess cash in marketable securities.
On August 21, 1996, the Company completed its initial public offering of
common stock, generating proceeds of $72.1 million, net of underwriters'
discounts and related equity issue costs. Proceeds from the offering of $36.1
million were used to redeem approximately 87% of the Company's mandatorily
redeemable preferred stock at stated value plus accrued dividends. In addition,
proceeds from the offering of $28.0 million were used to make principal
repayments on long-term debt.
On August 22, 1996, the Company secured a $20.0 million revolving credit
facility through a new commercial bank. There have been no borrowings under the
new facility. Indebtedness under the new facility would bear interest at either
of two rates as selected by the Company: the London Inter-Bank Offering Rate
("LIBOR") plus 1.5% or the prime rate. Following the offering, the Company's
principal liquidity requirements include its operating activities, including
product development, and its investments in internal and customer capital
equipment.
Under the new bank facility, CCC is, with certain exceptions, prohibited
from making certain sales or transfers of assets, incurring nonpermitted
indebtedness or encumbrances, and redeeming or repurchasing its capital stock,
among other restrictions. In addition, the new bank credit facility also
requires CCC to maintain certain levels of operating cash flow and debt
coverage, and limits CCC's ability to make capital expenditures and investments
and declare dividends.
Management believes that cash flows from operations and available credit
line facilities will be sufficient to meet the Company's liquidity needs over
the next 12 months. There can be no assurance, however, that the Company will be
able to satisfy its liquidity needs in the future without engaging in financing
activities beyond those described above.
YEAR 2000 ISSUE
The year 2000 issue relates to computer system programs which may not
properly recognize the change in date years from 1999 to 2000. As a result of
this time sensitivity of existing software, any business entity is at risk for
possible system failure or miscalculations causing disruptions of operations,
including, among other things, a temporary inability to process transactions,
send invoices, or engage in similar normal business activities. In addition,
entities that provide software solutions to their customers must monitor the
year 2000 concerns in the applications their software supports.
19
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
Based on a risk assessment, the Company has been modifying or replacing
significant portions of its software so that its computer systems will function
properly with respect to the year 2000 date recognition. The Company believes
that when completed, the modifications to existing software and conversions to
new software, the year 2000 issue will not pose a significant operational
problem. However, if such modifications and conversions are not made, or not
completed timely, the year 2000 issue could have a material adverse effect on
the Company's business, financial condition and results of operations.
The Company has utilized both internal and external resources to reprogram,
or replace, and test software for year 2000 modifications. The Company
anticipates completing the year 2000 project in early 1999. The anticipated
total cost of the year 2000 project is not material.
FORWARD-LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995 contains certain safe
harbors regarding forward-looking statements. In that context, the discussion in
this Item 7 contains forward-looking statements which involve certain degrees of
risk and uncertainties, including statements relating to liquidity and capital
resources. Except for the historical information, the matters discussed in this
Item 7 are such forward-looking statements that involve risks and uncertainties,
including, without limitation, the effect of competitive pricing within the
industry, the presence of competitors with greater financial resources than the
Company, the intense competition for top software engineering talent and the
volatile nature of technological change within the automobile claims industry.
Additional factors that could affect the Company's financial condition and
results of operations are included in the Company's Final Prospectus in
connection with the Registration Statement on Form S-1, as amended, filed with
the Securities and Exchange Commission on August 16, 1996, Commission File
Number 333-07287.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements and supplementary data required with respect to
this Item 8 are listed in Item 14(a)(1) and 14(a)(2) included elsewhere in this
filing
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
BOARD OF DIRECTORS
WHITE RIVER CORPORATION, THE COMPANY'S LARGEST SHAREHOLDER, IS CURRENTLY
EVALUATING A PROPOSED MERGER WITH AN AFFILIATE OF HARVARD PRIVATE CAPITAL GROUP,
INC., AS WELL AS A PROPOSED OFFER, BY FUND AMERICAN, TO ACQUIRE ALL OF THE
OUTSTANDING SHARES OF COMMON STOCK OF WHITE RIVER, NOT CURRENTLY OWNED BY WHITE
RIVER. IF EITHER OF THESE PROPOSED TRANSACTIONS IS CONSUMMATED, THE CURRENT
CONSTITUTION OF THE BOARD OF DIRECTORS WILL CHANGE. THE CHANGES WILL BE
CONTAINED IN THE COMPANY'S PROXY STATEMENT.
The following information with respect to the principal occupation, business
experience and other affiliations of the directors of the Company has been
furnished to the Company by the respective directors.
JOHN J. BYRNE; AGE 65; CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER, FUND
AMERICAN ENTERPRISES HOLDINGS, INC. Mr. Byrne has served as a Director of the
Company since 1994. Mr. Byrne has been Chairman of the Board of Directors and
Chief Executive Officer of Fund American Enterprises Holdings, Inc.
20
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
("Fund American") since 1985 and President of Fund American since 1990. Mr.
Byrne has also been Chairman of the Board of Directors and a director of
Financial Security Assurance Holdings Ltd. since May 1994. From 1989 through
1990, Mr. Byrne was Chairman of the Board of Directors of Fireman's Fund
Insurance Company. Prior to joining Fireman's Fund Insurance Company, Mr. Byrne
was Chairman and Chief Executive Officer of GEICO Corporation from 1976 to 1985.
Mr. Byrne is an advisory director of Lehman Brothers Holdings, Inc., Terra Nova
(Bermuda) Holdings, Ltd., Travelers/Aetna Property Casualty Corp., White
Mountains Insurance Holdings, Southern Heritage Insurance Company and Merastar
Insurance Company. Mr. Byrne is also an advisory director of Mid-America
Apartment Communities, Inc. Mr. Byrne is a member of the Audit and Compensation
Committees.
MORGAN W. DAVIS; AGE 47; PRESIDENT AND CHIEF EXECUTIVE OFFICER, WHITE
MOUNTAIN INSURANCE CO. Mr. Davis has served as a Director of the Company since
1995. He has also served since 1995 as the President and Chief Executive Officer
of White Mountains Insurance Company, a wholly-owned subsidiary of Fund
American. From 1992 to 1994, Mr. Davis was self-employed as a private investor
in a number of entrepreneurial enterprises. From 1987 to 1992, he served as
President of Fireman's Fund Commercial Insurance. Mr. Davis is currently a
Director of White Mountain Holdings and Valley Insurance Group. Mr. Davis is a
member of the Audit and Compensation Committees.
THOMAS L. KEMPNER; AGE 70; CHAIRMAN AND CHIEF EXECUTIVE OFFICER, LOEB
PARTNERS CORPORATION. Mr. Kempner has served as a Director of the Company since
1983. Since 1979 he has served as Chairman and Chief Executive Officer of Loeb
Holding Corporation, an investment banking, registered broker/ dealer and
registered investment advisory firm. He also serves as a director of the
following companies: Alcide Corporation; Energy Research Corporation; IGENE
BioTechnology, Inc.; Intermagnetics General Corporation; and Northwest Airlines,
Inc. Roper, Starch Worldwide, Inc. Mr. Kempner is Chairman of the Compensation
Committee and a member of the Audit Committee.
GORDON S. MACKLIN; AGE 69; CHAIRMAN, PRESIDENT AND CEO OF WHITE RIVER
CORPORATION. MR. MACKLIN HAS SERVED AS A DIRECTOR OF THE COMPANY SINCE 1994. Mr.
Macklin has been Chairman of White River Corporation since 1993 and President
and CEO since January 1998. From 1987 to 1992, he was Chairman of Hambrecht &
Quist, LLC. Mr. Macklin served as President of The National Association of
Securities Dealers, Inc. from 1970 to 1987, and was formerly a partner and
Member of the Executive Committee of McDonald & Company, an investment banking
firm, from 1950 to 1970. Mr. Macklin is a director, trustee, or managing general
partner, as the case may be, of 52 of the investment companies in the Franklin/
Templeton Group, and a Director of Fund American Enterprises Holdings, Inc., MCI
Communications Corporation, MedImmune, Inc., Source One Mortgage Services Corp.
(a subsidiary of Fund American), Shoppers Express, Inc. and Spacehab, Inc. Mr.
Macklin is a member of the Audit and Compensation Committees.
ROBERT T. MARTO; AGE 52; DIRECTOR, WHITE RIVER CORPORATION. Mr. Marto has
served as a Director of the Company since 1994. He served as President and Chief
Executive Officer of White River Corporation from 1993 through December 22,
1997. His resignation was required under the terms of the proposed Harvard
transaction. From 1990 to 1993, he was President of Fund American Enterprises,
Inc. (a subsidiary of Fund American), and an Executive Vice President and Chief
Financial Officer of Fund American. From 1977 to 1989, he held executive officer
positions with Fireman's Fund Corporation and Fireman's Fund Life Insurance
Company. Mr. Marto is also a director of Vicorp Restaurants, Inc., White River
Corporation and Zurich Reinsurance Centre, Inc. Mr. Marto is Chairman of the
Audit Committee and a member of the Compensation Committee.
DAVID M. PHILLIPS; AGE 59; CHAIRMAN AND CHIEF EXECUTIVE OFFICER, CCC
INFORMATION SERVICES GROUP INC. Mr. Phillips has served as Chairman and Chief
Executive Officer since founding the Company in 1983.
21
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
Prior to joining the Company, Mr. Phillips served in a number of capacities at
Citicorp including Senior Vice President from 1975 to 1982. During his tenure he
was controller of an operating group, and he was responsible for the Latin
American Consumer Businesses that included banks, life insurance companies,
finance companies and credit cards. Mr. Phillips previously served as Director
of Special Markets and Division Controller at Polaroid Corporation.
MICHAEL R. STANFIELD; AGE 47; MANAGING DIRECTOR, LOEB PARTNERS CORPORATION.
Mr. Stanfield has served as a Director of the Company since 1995. He has been
Managing Director of Loeb Partners Corporation since 1993. From 1990 to 1993,
Mr. Stanfield was self-employed as an independent consultant. Mr. Stanfield is
also a Director of BWIA International Airways Limited, and is a Director and CEO
of CreditCom Services LLC. Mr. Stanfield is a member of the Audit and
Compensation Committees.
BOARD COMMITTEES: The Board of Directors has standing Audit and Compensation
Committees.
The Audit Committee is comprised entirely of non-employee directors
("Eligible Directors"), specifically Messrs. Byrne, Davis, Kempner, Macklin,
Marto and Stanfield. The committee approves the appointment of the independent
auditors and reviews and approves the scope of the audit, the financial
statements, the independent auditors' letter of comments, if any, and
management's responses thereto, and the fees charged for audit and tax services
and any special assignments. The Committee appointed Price Waterhouse LLP as the
Company's independent accountants for the year ending December 31, 1997. Mr.
Marto is Chairman of the Audit Committee
COMPENSATION COMMITTEE: The Compensation Committee is comprised entirely of
"Eligible Directors", specifically Messrs. Byrne, Davis, Kempner, Macklin, Marto
and Stanfield. The committee establishes the compensation programs for officers
of the Company and reviews overall compensation and benefit programs of the
Company. The committee also administers and selects participants for the
Employee Stock Option Plan. Mr. Kempner is Chairman of the Compensation
Committee.
EXECUTIVE OFFICERS
Information concerning the executive officers of the Company follows:
DAVID M. PHILLIPS CHAIRMAN AND CHIEF EXECUTIVE OFFICER. Mr. Phillips founded
the Company in 1983. Please refer to the biographical information contained in
the Section entitled Board of Directors.
J. LAURENCE COSTIN, JR. VICE CHAIRMAN. Mr. Costin joined the Company in
February 1983 as Executive Vice President responsible for the Company's sales
and client field service organization. He currently serves as Vice Chairman, a
position he has held since May 1983. Prior to joining the Company, Mr. Costin
was Senior Vice President and General Manager for the Midwest region of Seligman
& Latz, Inc., a Fortune 500 company which managed department store concessions.
GITHESH RAMAMURTHY PRESIDENT, CHIEF OPERATING OFFICER AND CHIEF TECHNOLOGY
OFFICER. Mr. Ramamurthy joined the Company in July 1992 as Executive Vice
President-Product Engineering and Chief Technology Officer. In January 1996, he
assumed the position of President-Insurance Division while retaining the
position of Chief Technology Officer and in July 1997, he became President and
Chief Operating Officer. Prior to joining the Company, Mr. Ramamurthy was a
founding member of Sales Technologies, Inc., a field sales automation software
company where he directed product development activities. Sales Technologies
customers included a long list of Fortune 100 clients in the United States and
Europe before it was acquired by Dun & Bradstreet in 1989.
JOHN BUCKNER PRESIDENT, AUTOMOTIVE SERVICES. Mr. Buckner joined the Company
in January 1994 as Senior Vice President-AutoBody Division. Mr. Buckner was
promoted to Executive Vice President-Sales
22
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
and Services Division in 1995 and currently serves as President-Automotive
Services Division. Prior to joining the Company, Mr. Buckner was Vice President
and General Manager of U.S. Automotive Operations at Sun Electric Corporation.
Previously, Mr. Buckner held a variety of senior sales and new market
development positions at Reynolds & Reynolds.
BLAINE R. ORNBURG PRESIDENT, OUTSOURCING DIVISION. Mr. Ornburg joined the
Company in May 1995 as Executive Vice President-New Market Development. In
January 1996, he assumed the additional responsibilities of Acting Chief
Financial Officer, a position he held until June, 1996. In July 1997, he assumed
the position of President of the Company's Outsourcing Division. Prior to
joining the Company, Mr. Ornburg served as Senior Vice President of First Data
Corporation. Mr. Ornburg joined First Data Corporation upon its purchase of
Anasazi, Inc., a software and networking company Mr. Ornburg founded in 1987.
Previously, Mr. Ornburg was Vice President-Point of Transaction Systems for Visa
International.
RICHARD J. RADI EXECUTIVE VICE PRESIDENT, INSURANCE DIVISION. Mr. Radi
joined the Company in December 1997 as Executive Vice President, Insurance
Division. Prior to joining the Company, from 1993 through 1997, he was Vice
President, Worldwide Sales for D-Vision Systems, Inc., a multi-media software
developer. From 1981 to 1993 he held various sales and sales management
positions with IBM Corporation.
LEONARD L. CIARROCCHI EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER. Mr.
Ciarrocchi joined the Company in June 1996 as Executive Vice President and Chief
Financial Officer. Prior to joining the Company, Mr. Ciarrocchi was Vice
President and Treasurer of White River Corporation from 1993 to 1996 and Manager
of Finance of Fund American Enterprises, Inc. from 1991 to 1993. Mr. Ciarrocchi
was Manager of Finance for Fireman's Fund Corporation from 1989 to 1991.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's directors, executive officers and
holders of more than 10% of the Company's Common Stock to file with the
Commission initial reports of ownership and reports of changes in ownership of
Common Stock and other equity securities of the Company. The Company believes
that during the fiscal year ended December 31, 1997, its officers, directors and
holders of more than 10% of the Company's Common Stock complied with all Section
16(a) filing requirements. In making these statements, the Company has relied
upon the written representations of its directors and officers.
PROCEDURES FOR NOMINATING DIRECTORS
Seven directors are to be elected at the Company's Annual Meeting to serve
until the earlier of the next Annual Meeting of Stockholders or until their
respective successors have been elected and qualified. David M. Phillips
(Chairman and Chief Executive Officer of the Company), Loeb Investors Co. XV,
Loeb Investors Co. XIII and Loeb Investors Co. 108, of which Thomas L. Kempner
(a director of the Company) is an affiliate (collectively, the "Management
Stockholders"), White River Ventures and the Company have entered into a
Stockholders Agreement dated June 16, 1994, pursuant to which the Management
Stockholders and White River Ventures have agreed to certain provisions
regarding the corporate governance of the Company, including the nomination and
election of directors. The Stockholder Agreement sets forth the following
condition regarding the nomination and election of directors: The Management
Stockholders and White River Ventures shall take all actions necessary to cause
the nomination and election to the board of directors of (i) a number of persons
(which shall not be less than two) designated by White River Ventures which the
board of directors determines to be appropriate taking into account the
aggregate voting power and economic interest of White River Ventures and its
affiliates in
23
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
the Company, and (ii) three persons designated by a majority of shares of Common
Stock held by the Management Stockholders. The number of directors shall be
seven while the Stockholders Agreement is in effect. The Stockholders Agreement
terminates upon the first to occur of (i) the written agreement of the parties,
(ii) the liquidation of dissolution of the Company, (iii) the first day on which
there are no shares of Series C Cumulative Redeemable Preferred Stock (the
"Series C Preferred Stock"), Series D Cumulative Redeemable Preferred Stock (the
"Series D Preferred Stock"), or Series E Preferred Stock issued and outstanding,
or (iv) June 16, 1999. Directors are elected by a plurality of the votes of the
shares of Voting Stock present in person or represented by proxy and entitled to
vote at the Annual Meeting. Consequently, any shares not voted (whether by
abstention, broker non-vote or votes withheld) will have no effect on the
election of directors. If any nominee for election as director is unable to
serve, the persons designated by Management Stockholders and Whiter River may
vote for another person in accordance with their judgment.
White River Ventures has designated Messrs. Byrne, Davis, Macklin and Marto
as nominees for positions on the Board of Directors.
The Management Stockholders have designated Messrs. Kempner, Phillips and
Stanfield as nominees for positions on the Board of Directors.
ITEM 11. EXECUTIVE COMPENSATION
COMPENSATION OF DIRECTORS
Directors not employed by the Company, its parent (White River Ventures),
subsidiaries or affiliates were paid a fee of $5,450 for each Board meeting
attended during fiscal 1997.
COMPENSATION OF EXECUTIVE OFFICERS
The following table summarizes the compensation of the Chief Executive
Officer and the four other most highly compensated executive officers of the
Company for the fiscal year ended December 31, 1997, and for the Company's
previous two fiscal years.
SUMMARY COMPENSATION TABLE
LONG TERM
COMPENSATION AWARDS
-------------------------------
ANNUAL COMPENSATION
---------------------- (E) (F)
RESTRICTED SECURITIES (G)
(A) (B) (C) (D) STOCK UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) AWARDS ($) OPTIONS (#)(1) COMPENSATION
- ------------------------------------- --------- ---------- ---------- --------------- -------------- -------------
David M. Phillips ................... 1997 $ 525,000 $ 162,475 -- 70,000 --
Chairman, and Chief 1996 $ 448,008 $ 100,000 -- -- --
Executive Officer 1995 $ 448,008 -- -- -- --
J. Laurence Costin, Jr. .............
Vice Chairman 1997 $ 289,284 $ 46,690 -- -- --
1996 $ 272,016 $ 80,000 -- -- --
1995 $ 259,031 $ 75,000 -- -- --
Githesh Ramamurthy ..................
President, Chief Operating 1997 $ 302,515 $ 86,083 -- -- --
Officer and Chief Technology 1996 $ 260,751 $ 52,219 -- 120,000 --
Officer 1995 $ 208,340 -- -- 133,600 --
24
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
LONG TERM
COMPENSATION AWARDS
-------------------------------
ANNUAL COMPENSATION
---------------------- (E) (F)
RESTRICTED SECURITIES (G)
(A) (B) (C) (D) STOCK UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) AWARDS ($) OPTIONS (#)(1) COMPENSATION
- ------------------------------------- --------- ---------- ---------- --------------- -------------- -------------
John Buckner ........................ 1997 $ 253,754 $ 83,415 -- -- --
President-- Automotive 1996 $ 213,132 $ 39,791 -- 50,000 --
Service Division 1995 $ 188,340 $ 51,625 -- 104,000 --
Blaine R. Ornburg ................... 1997 $ 210,009 $ 67,093 -- -- --
President-- Outsourcing 1996 $ 192,508 $ 40,700 -- 50,000 --
Division 1995 $ 131,046 -- -- 80,000 $ 50,000(2)
- ------------------------
(1) Represents the number of shares of Common Stock issuable upon exercise of
options granted pursuant to the Stock Option Plan.
(2) Compensation relating to relocation expenses.
25
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
1997 STOCK OPTION GRANTS TO EXECUTIVES
The following table shows information with respect to grants of options to
the Chief Executive Officer and the other named executives in 1997. As required
by the Securities and Exchange Commission (the "SEC"), the calculation of
potential realizable values shown for such awards is based on assumed annualized
rates of stock price appreciation of 5% and 10% over the full ten-year term of
the options.
INDIVIDUAL GRANTS
------------------------------------------------------------ POTENTIAL REALIZABLE VALUE
NUMBER OF % OF AT ASSUMED ANNUAL RATES OF
SECURITIES TOTAL OPTIONS EXERCISE STOCK PRICE APPRECIATION
UNDERLYING GRANTED TO PRICE FOR OPTION TERM (4)
OPTIONS GRANTED EMPLOYEES IN ($/SHARE) EXPIRATION --------------------------
NAME (#) (1) FISCAL YEAR (2) (3) DATE 5%($) 10%($)
- ----------------------------------- --------------- ----------------- ----------- ----------- ------------ ------------
David M. Phillips.................. 70,000 27% $ 18.50 04/15/02 $ 1,652,785 $ 2,085,610
J. Laurence Costin, Jr. -- -- -- -- -- --
Githesh Ramamurthy................. -- -- -- -- -- --
John Buckner....................... -- -- -- -- -- --
Blaine R. Ornburg.................. -- -- -- -- -- --
- ------------------------
(1) The options granted in 1997 are exercisable 25% on the first anniversary
from the date of grant and 25% on each anniversary date of the grant for
years two, three and four.
(2) The Company granted options representing 337,500 shares to employees in
1997. The Company also has outstanding 120,000 shares granted in 1997 to non
employee consultants and business partners.
(3) Option exercise price is determined as the close price on the date of grant.
(4) The potential realizable value is calculated based on the term of the option
at its time of grant (5 years) and is calculated by assuming that the price
on the date of grant as determined by the Board of Directors appreciates at
the indicated annual rate compounded annually for the entire term of the
option and that the option is exercised and sold on the last day of its term
for the appreciated price. The 5% and 10% assumed rates of appreciation are
derived from the rules of the Securities and Exchange Commission and do not
represent the Company's estimate of projection of the future Common Stock
price.
AGGREGATED OPTION EXERCISES IN 1997 AND OPTION VALUES AT DECEMBER 31, 1997
This table sets forth information regarding exercise of options during 1997
by the Chief Executive Officer and the other named executives. The "value
realized" is based on the market price on the date of
26
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
exercise, while the "value of unexercised in-the-money options at December 31,
1997" is based on the market price on that date.
AGGREGATED OPTION EXERCISES IN 1997 AND DECEMBER 31, 1997 OPTION VALUES
----------------------------------------------------------------------------------
VALUE OF UNEXERCISED,
NUMBER OF SECURITIES IN-THE-MONEY
SHARES UNDERLYING UNEXERCISED OPTIONS AT
ACQUIRED ON OPTIONS AT 12/31/97(#) 12/31/97($) (1)
EXERCISE VALUE -------------------------- ---------------------------
NAME (#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- -------------------------------- ----------- ------------ ----------- ------------- ------------ -------------
David M. Phillips............... -- -- -- 70,000 -- $ 87,500
J. Laurence Costin, Jr.......... 15,600 $ 259,272 136,160 -- $ 2,501,259 --
Githesh Ramamurthy.............. 173,600 $ 2,723,749 128,160 125,440 $ 1,758,600 $ 1,514,400
John Buckner.................... -- -- 95,200 74,800 $ 1,429,184 $ 997,316
Blaine R. Ornburg............... -- -- 68,000 62,000 $ 1,035,000 $ 832,500
- ------------------------
(1) Value of unexercised, in-the-money options based on a fair market value of
Company Common Stock of $19.75 per share as of December 31, 1997.
EMPLOYMENT AGREEMENTS
The Company has entered into employment agreements with each of Mr. Buckner,
Mr. Ramamurthy, Mr. Ornburg, Mr. Ciarrocchi and Mr. Costin. Mr. Buckner's
employment agreement provides for an initial annual salary of $250,000 plus
bonus, and terminates April 30, 2001. Mr. Ramamurthy's employment agreement
provides for an initial annual salary of $275,000 plus bonus, and terminates
June 30, 2001. Mr. Ornburg's employment agreement provides for an initial annual
salary of $200,000 plus bonus, and terminates June 30, 2001. Mr. Ciarrocchi's
employment agreement provides for an initial annual salary of $200,000 plus
bonus, and terminates June 30, 2001. Mr. Costin's employment agreement provides
for an initial annual salary of $230,000 plus bonus, and terminates April 30,
1999. Messrs. Buckner's, Ramamurthy's, Ciarrocchi's and Ornburg's employment
agreements each contain a non-compete and a change of control provision.
REPORT OF THE COMPENSATION COMMITTEE
In compliance with the terms of the Stockholder Agreement described above
(See "Procedures for Nominating Directors") the Management Stockholders and
White River Ventures have agreed to the creation of a Compensation Committee,
which shall be responsible (i) for establishing guidelines with respect to all
compensation matters involving the Company and its Subsidiaries and (ii)
authorizing all compensation arrangements between the Company and its
Subsidiaries and their respective directors, officers, employees and consultants
involving the payment by the Company or any of its Subsidiaries to any of such
individuals of Base Salary equal to or greater than $125,000. The Compensation
Committee shall consist of members of the Board of Directors who are not
officers or employees of the Company or any of its Subsidiaries.
The Compensation Committee of the Board of Directors ("Committee")
establishes the general compensation policies of the Company and establishes the
specific compensation plans, performance goals and compensation levels for
executive officers. The Committee also administers and selects participants for
the current Employee Stock Option Plan. The Committee is composed of six
independent, non-employee directors who have no interlocking relationships.
27
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
COMPENSATION POLICIES
The principal objective of the Committee's approach to executive
compensation is to align such compensation with stockholder value. The Committee
seeks to accomplish this objective by setting base salaries below the median for
similar positions at comparable companies, while linking the two remaining
variable components of cash compensation (annual bonus and long term performance
cash award) to aggressive performance factors which enhance stockholder value.
Stock options are used as a vehicle to further align long-term executive
performance with stockholder value. In this way, above-average total
compensation is achieved only for outstanding Company performance.
COMPENSATION COMPONENTS
BASE SALARY. Base salary levels for the named Executive Officers are
determined by the Committee on the basis of what, in its discretion, it deems to
be appropriate pay for the responsibilities consistent with the policies stated
above.
ANNUAL BONUS. The CEO's annual cash bonus is discussed below under "1997
Chief Executive Officer Compensation Actions."
The annual cash bonus for executives other than the CEO is determined based
on several factors (i) the most significant factor is actual earnings per share
(EPS); (ii) company wide revenue goals; and (iii) achievement of specified,
measurable objectives related to the executive's area of responsibilities.
EMPLOYEE STOCK OPTIONS. Employee stock options are an important component
of the compensation package for executives because they directly focus
management's attention on the interests of stockholders. The Committee makes
periodic grants of stock options to executive officers and other key employees
to foster a commitment to increasing long-term stockholder value.
During 1997, the Committee granted a total of 337,500 options to selected
employees of which 70,000 options were granted to Company executives. The
Company's grants of options are always at no less than fair market value on the
date of grant.
1997 CHIEF EXECUTIVE OFFICER COMPENSATION ACTIONS
The CEO's annual base salary for fiscal year 1997 was $525,000 an increase
from his previous salary of $448,008 which had been his annual base salary since
1989.
The CEO's annual bonus is principally based on company performance targets
established annually by the Committee. Specifically, the factors considered
include actual earnings per share, company wide revenue goals and to a lesser
extent, the achievement of specified, measurable objectives. The Company
achieved its targeted earnings per share and a significant portion of its
targeted revenue goal. To date, the Committee has not determined the resulting
bonus for this 1997 performance. This amount will be included in the proxy when
filed.
28
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
DEDUCTIBILITY OF EXECUTIVE COMPENSATION
The Committee believes that its compensation programs have been structured
in a manner to preserve full deductibility to the Company of executive
compensation for Federal Income Tax purposes.
Thomas L. Kempner, Chairman
Compensation Committee
Committee Members
John J. Byrne
Morgan W. Davis
Gordon S. Macklin
Robert T. Marto
Michael R. Stanfield
PERFORMANCE GRAPH
The information required by this item is hereby incorporated by reference to
the Company's Notice of 1998 Meeting of Stockholders and Proxy Statement, which
will be filed with the Securities and Exchange Commission and provided to
shareholders on or about April 15, 1998.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding persons known to the
Company (based on information filed with the Securities and Exchange Commission)
to be the beneficial owners of more than five percent of any class of the
Company's voting securities as of March 6, 1998:
AMOUNT AND
NATURE OF
NAME AND ADDRESS OF BENEFICIAL PERCENT OF
TITLE AND CLASS