-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BLka1bLgjENMIsv5R11XWBVZf5XJgBhpV9ynBlUmULHElI5J6S33gA4n9Uts27O8 uZbs0ZgcEg/ymWndndo2jQ== 0001017917-02-000003.txt : 20021028 0001017917-02-000003.hdr.sgml : 20021028 20021028172729 ACCESSION NUMBER: 0001017917-02-000003 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20021021 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20021028 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CCC INFORMATION SERVICES GROUP INC CENTRAL INDEX KEY: 0001017917 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 541242469 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-28600 FILM NUMBER: 02800492 BUSINESS ADDRESS: STREET 1: WORLD TRADE CENTER CHICAGO STREET 2: 444 MERCHANDISE MART CITY: CHICAGO STATE: IL ZIP: 60654 BUSINESS PHONE: 3122224636 MAIL ADDRESS: STREET 1: 444 MERCHANDISE MART CITY: CHICAGO STATE: IL ZIP: 606541005 8-K 1 doc1.txt TRUST PS PURCHASE UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 --------------------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 21, 2002 CCC INFORMATION SERVICES GROUP INC. (Exact name of registrant as specified in its chapter) Delaware 000 - 28600 54-1242469 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) World Trade Center Chicago 444 Merchandise Mart, Chicago, Illinois 60654 (Address of Principal Executive Offices) --------------------------------- 312-222-4636 (Registrant's telephone number, including area code) --------------------------------- ITEM 5. OTHER EVENTS. On October 21, 2002, CCC Information Services Group Inc. (the "Company") purchased $16,179,000 aggregate liquidation amount of Trust Preferred Securities (liquidation amount $1,000 per Trust Preferred Security) of CCC Capital Trust (the "Trust") from Capricorn Investors III, L.P. ("Capricorn"). The purchased securities constituted all of the Trust Preferred Securities held by Capricorn (including $1,179,000 aggregate liquidation amount of Trust Preferred Securities issued to Capricorn as in-kind distributions in lieu of cash), and all of the Trust Preferred Securities outstanding. The purchase price was $16,259,895, comprising the aggregate liquidation amount of the Trust Preferred Securities plus accrued but unpaid distributions on the Trust Preferred Securities from October 1, 2002 through the purchase date. As a result of the purchase, the Company owns all of the outstanding securities of the Trust, which, in the aggregate, have a liquidation amount equal to the principal amount of the Increasing Rate Note Due 2006 issued by the Company to the Trust. The Increasing Rate Note will be cancelled as a result of this transaction, and the Trust will be dissolved. A copy of the press release regarding the Company's purchase of the Trust Preferred Securities from Capricorn is attached hereto as Exhibit 99.1 and is incorporated herein by reference. On October 22, 2002, the Company issued a press release announcing its financial and operating results for the third quarter and nine month period ended September 30, 2002. The press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) Financial Statements of Businesses Acquired. None. (b) Pro Forma Financial Information. None. (c) Exhibits. 10.1 Purchase and Waiver Agreement, dated as of October 21, 2002, by and among the Company, CCC Capital Trust and Capricorn Investors III, L.P. 99.1 Press release of the Company dated October 21, 2002. 99.2 Press release of the Company dated October 22, 2002. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: October 28, 2002 CCC INFORMATION SERVICES GROUP INC. By: /s/ Githesh Ramamurthy ------------------------- Githesh Ramamurthy Chief Executive Officer EXHIBIT INDEX Exhibit Description - ------- ----------- 10.1 Purchase and Waiver Agreement, dated as of October 21, 2002, by and among the Company, CCC Capital Trust and Capricorn Investors III, L.P. 99.1 Press release of the Company dated October 21, 2002. 99.2 Press release of the Company dated October 22, 2002. EX-10.1 3 doc2.txt PURCHASE AND WAIVER AGREEMENT PURCHASE AND WAIVER AGREEMENT Dated as of October 21, 2002 by and among CCC INFORMATION SERVICES GROUP INC., CCC CAPITAL TRUST and CAPRICORN INVESTORS III, L.P. TABLE OF CONTENTS 1. PURCHASE OF THE SECURITIES 1 1.1 Purchase of Trust Preferred Stock 1 1.2 Closing 2 1.3 Delivery 2 1.4 Trust Obligations to Register the Sale 2 1.5 Escrow 2 2. WAIVER AND RELEASE 2 2.1 Waiver of Transfer Restrictions 2 2.2 Dissolution of Trust 2 2.3 Release of Rights; Claims 2 2.4 Waiver of Non-Disclosure 3 3. PURCHASER'S REPRESENTATIONS AND WARRANTIES 3 3.1 No Violation; Necessary Consents 3 4. SELLER'S REPRESENTATIONS AND WARRANTIES 3 4.1 No Violation; Necessary Consents 3 5. MISCELLANEOUS 4 5.1 Complete Agreement; Modification of Agreement 4 5.2 Governing Law 4 5.3 Binding Effect 4 5.4 Survival 4 5.5 Section and Other Headings 4 5.6 Severability 4 5.7 Counterparts 4 5.8 Publicity 5 PURCHASE AND WAIVER AGREEMENT ----------------------------- THIS PURCHASE AND WAIVER AGREEMENT (this "Agreement"), dated as of October 21, 2002, is entered into by and among CCC Information Services Group Inc., a Delaware corporation ("Purchaser"), CCC Capital Trust, a statutory business trust organized under the laws of the State of Delaware ("Trust"), and Capricorn Investors III, L.P., a Delaware limited partnership ("Seller"). W I T N E S S E T H : - - - - - - - - - - - WHEREAS, pursuant to the Securities Purchase Agreement, dated as of February 23, 2001, among Purchaser, Trust and Seller (the "Capricorn Purchase Agreement"), the Trust issued and sold to Seller 15,000 Trust Preferred Securities of Trust (including any certificates representing such securities, the "Original Trust Preferred Securities"); WHEREAS, Seller has received an additional 1,179 Trust Preferred Securities of Trust (the "PIK Trust Preferred Securities," and, taken together with the Original Trust Preferred Securities, the "Trust Preferred Securities") pursuant to in-kind Distributions on the Original Trust Securities made on March 31, 2001, June 30, 2001, September 30, 2001, and December 31, 2001; WHEREAS, Seller has agreed to sell to Purchaser, and Purchaser has agreed to purchase from Seller, upon the terms and conditions hereinafter provided, the 16,179 Trust Preferred Securities owned by Seller (the "Sale"); WHEREAS, subsequent to the Sale, Purchaser, as the owner of all of the trust securities issued by the Trust, intends to dissolve the Trust in accordance with the terms of the Amended and Restated Declaration of Trust, dated as of February 23, 2001, as the same may be amended from time to time (the "Declaration"); and WHEREAS, capitalized terms used herein but not otherwise defined herein shall have the meanings assigned thereto in the Declaration. NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained, it is agreed as follows: 1. PURCHASE OF THE SECURITIES 1.1 PURCHASE OF TRUST PREFERRED STOCK. Subject to the terms and conditions hereof, at the Closing (as defined in Section 1.2 below), Purchaser agrees to purchase from Seller, and Seller shall sell to Purchaser, the Trust Preferred Securities for an aggregate amount of $16,259,895.00 (the "Purchase Price"). The Purchase Price includes, and shall be deemed full satisfaction of, the liquidation amounts and all Distributions payable in respect of the Trust Preferred Securities through and including the Closing Date (as defined in Section 1.2 below). The Purchase Price shall be sent by Purchaser to Seller by wire or intrabank transfer of immediately available funds directed as follows: Bank: Citibank, N.A. City: New York, NY ABA Number: 021-000-089 Account Number: 5916-5619 Account Name: Capricorn Investors III, L.P. Reference: Karen Lawrence 1.2 CLOSING. The Closing of the Sale hereunder (the "Closing") is taking place concurrently with the execution and delivery of this Agreement (the "Closing Date"). 1.3 DELIVERY. At the Closing, (i) Seller is delivering to Purchaser the Trust Preferred Securities, in proper form duly endorsed by Seller for transfer in accordance with the Declaration and the Trust Preferred Securities, and (ii) Purchaser is delivering the Purchase Price to Seller by wire transfer of immediately available funds in accordance with Section 1.1 hereof. 1.4 TRUST OBLIGATIONS TO REGISTER THE SALE. Trust hereby agrees, promptly following the Closing, to take or cause to be taken by any Trustee any action necessary under the Declaration to register the transfer of the Trust Preferred Securities from Seller to Purchaser pursuant to the Sale in accordance with the terms of the Declaration. 1.5 ESCROW. (a) Seller will cause its legal counsel, O'Melveny & Myers LLP, to deliver to Skadden, Arps, Slate, Meagher & Flom (Illinois), legal counsel to Purchaser, to be held in escrow, on or prior to the Closing Date, the Trust Preferred Securities, which shall be duly endorsed by Seller. (b) Seller hereby authorizes the Trust Preferred Securities to be released from escrow to Purchaser immediately upon receipt by Seller of the Purchase Price in accordance with Sections 1.1 and 1.3 hereof. 2. WAIVER AND RELEASE 2.1 WAIVER OF TRANSFER RESTRICTIONS. Trust, Purchaser and Seller hereby waive the application of any and all restrictions on transfer of the Trust Preferred Securities imposed by any of the Capricorn Purchase Agreement (including, without limitation, Section 6.3 thereof), the Declaration (including, without limitation, Annex 1 attached thereto) or the Trust Preferred Securities. This Agreement shall be deemed a written waiver of any such restrictions on transfer of the Trust Preferred Securities to the extent that a writing is required to evidence such waiver under any of the Capricorn Purchase Agreement, the Declaration or the Trust Preferred Securities. 2.2 DISSOLUTION OF TRUST. Seller and Trust hereby acknowledge the intent of Purchaser, following the Closing, to dissolve the Trust in accordance with the terms of the Declaration. 2.3 RELEASE OF RIGHTS; CLAIMS. As of the Closing, each of Purchaser, Seller and Trust expressly (i) relinquish, release and render ineffective all of their respective rights, powers and interests derived from or under each of the Capricorn Purchase Agreement, the Declaration and the Trust Preferred Securities (including, without limitation, any rights to Distributions under each of the foregoing) to the extent such rights, powers or interests relate to the Trust Preferred Securities and (ii) release each other party hereto from any claims arising under each of the Capricorn Purchase Agreement, the Declaration and the Trust Preferred Securities (including, without limitation, any claims pursuant to any indemnification provisions contained in each of the foregoing) to the extent such claims relate (solely or in part) to the Trust Preferred Securities and/or the dissolution of the Trust as contemplated in Section 2.2 hereof. Notwithstanding the foregoing, Seller's rights under Section 6.2 of the Capricorn Purchase Agreement shall continue in effect in accordance with the terms thereof after the Closing. 2.4 WAIVER OF NON-DISCLOSURE. Seller is a sophisticated seller with respect to the Trust Preferred Securities, has adequate information concerning the business and financial condition of Purchaser and Trust to make an informed decision regarding the sale of the Trust Preferred Securities and has independently, and without reliance upon Purchaser and based on such information as it deemed appropriate, made its own credit and legal analysis and decision to sell the Trust Preferred Securities. Seller acknowledges that Purchaser may possess material or non-public information with respect to Purchaser and Trust which is not known to Seller (the "Excluded Information"), that Seller has not requested the Excluded Information and that Purchaser shall have no liability to Seller with respect to the non-disclosure of the Excluded Information. Seller hereby waives and releases any and all claims which it would otherwise have with respect to the non-disclosure of the Excluded Information. 3. PURCHASER'S REPRESENTATIONS AND WARRANTIES. 3.1 NO VIOLATION; NECESSARY CONSENTS. Purchaser hereby represents and warrants to Seller that the execution, delivery and performance of this Agreement, the Sale and the consummation of any other transactions contemplated by any of the foregoing: (i) will not conflict with or result in the breach or termination of, constitute a default under or accelerate any performance required by, any material indenture, mortgage, deed of trust, lease, agreement or other instrument to which Purchaser is a party or by which Purchaser or any of its property is bound and (ii) do not require the consent or approval of, or any filing with, any government agency, regulatory authority or other Person; except, in each case, for those consents or approvals which have been obtained by Purchaser or waived by such Person on or prior to the Closing (including, but not limited to, the waivers provided in Sections 1.3, 2.1, 2.3, and 2.4 hereof and otherwise in this Agreement) or would not have, individually or in the aggregate, a Material Adverse Effect. "MATERIAL ADVERSE EFFECT" means, with respect to a party to this Agreement, (i) a material impairment of the ability of such party to perform any of its obligations under this Agreement, (ii) an impairment of the validity or enforceability of, or a material impairment of the rights, remedies or benefits to another party under, this Agreement or (iii) a material and adverse effect upon the operations, condition or results of operations of such party and its subsidiaries on a consolidated basis. 4. SELLER'S REPRESENTATIONS AND WARRANTIES 4.1 NO VIOLATION; NECESSARY CONSENTS. Seller hereby represents and warrants to Purchaser that the execution, delivery and performance of this Agreement, the Sale and the consummation of any other transactions contemplated by any of the foregoing: (i) will not conflict with or result in the breach or termination of, constitute a default under or accelerate any performance required by, any material indenture, mortgage, deed of trust, lease, agreement or other instrument to which Seller is a party or by which Seller or any of its property is bound and (ii) except for the filing of an amendment to the Schedule 13D filed by Seller and certain of its affiliates, do not require the consent or approval of, or any filing with, any government agency, regulatory authority or any other Person; except, in each case, for those consents or approvals which have been obtained by Seller or waived by such Person on or prior to the Closing (including, but not limited to, the waivers provided in Sections 1.3, 2.1, 2.3, and 2.4 hereof and otherwise in this Agreement) or would not have, individually or in the aggregate, a Material Adverse Effect. 5. MISCELLANEOUS 5.1 COMPLETE AGREEMENT; MODIFICATION OF AGREEMENT. This Agreement and the transactions contemplated herein constitute the complete agreement between the parties with respect to the subject matter hereof and may not be modified, altered or amended except as provided herein. No amendment or waiver of any provision of this Agreement shall be effective unless the same shall be in writing and signed by the parties hereto or their respective successors or assigns, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. 5.2 GOVERNING LAW. This Agreement and the obligations arising hereunder shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware applicable to contracts made and performed in such state, without regard to the principles thereof regarding conflict of laws, and any applicable laws of the United States of America. 5.3 BINDING EFFECT. This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. 5.4 SURVIVAL. The representations and warranties of Purchaser and Seller in this Agreement shall not survive the Closing Date. 5.5 SECTION AND OTHER HEADINGS. The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement. 5.6 SEVERABILITY. Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. 5.7 COUNTERPARTS. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts (including by facsimile), each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. 5.8 PUBLICITY. Neither Purchaser nor Seller shall issue any press release or make any public disclosure regarding the transactions contemplated hereby unless such press release or public disclosure is approved by the other party in advance. Notwithstanding the foregoing, Purchaser may, in documents required to be filed by it with the SEC or other regulatory bodies, make such statements with respect to the transactions contemplated hereby as Purchaser may be advised by its counsel is legally necessary or advisable, and may make such disclosure as it is advised by its counsel is required by law, subject to advance consultation with Seller. [SIGNATURE PAGE FOLLOWS] IN WITNESS WHEREOF, Purchaser, Trust and Seller have executed this Agreement as of the day and year first above written. Purchaser: --------- CCC INFORMATION SERVICES GROUP, INC. By: ------------------ Name: Reid E. Simpson Title: Executive Vice President and Chief Financial Officer Trust: ----- CCC CAPITAL TRUST By: ------------------- Name: Robert Guttman Title: Administrative Trustee Seller: ------ CAPRICORN INVESTORS III, L.P. By: CAPRICORN HOLDINGS III, LLC, Its general partner By: ------------------- Name: Dudley C. Mecum Title: Managing Director EX-99.1 4 doc3.txt PRESS RELEASE DATED OCTOBER 21, 2002 CCC INFORMATION SERVICES GROUP INC. ANNOUNCES PURCHASE OF TRUST PREFERRED SECURITIES FOR $16.3 MILLION (Chicago, IL, October 21, 2002) CCC Information Services Group Inc. (NASDAQ: CCCG), through its wholly owned subsidiary CCC Information Services Inc., a leading provider of software and information services to the automobile claims and collision repair industry, today announced the purchase of the Trust Preferred Securities issued by CCC Capital Trust to Capricorn Investors III, L.P., one of CCC Information Services Group Inc.'s major stockholders. The securities, issued on February 23, 2001 with a face value of $15.0 million, were scheduled to mature on February 23, 2006, with an optional redemption date on or after February 23, 2004. The total amount of the purchase was $16.3 million, which included Payment in Kind Notes issued in lieu of cash interest distributions during 2001 and accrued interest to the purchase date. The elimination of the 9% interest payment and the accretion expense on the securities, will add approximately four cents to EPS in 2003. During the fourth quarter of 2002, the company will incur a $2.5 million pre-tax charge, or six cents per share, resulting from the difference between the par value and the accreted value of the securities on the balance sheet at the time of the purchase of the securities. "We are pleased that our recent financial performance has continued to strengthen our balance sheet and allowed us to purchase the Trust Preferred Securities," said Reid Simpson, Executive Vice President and Chief Financial Officer of CCC Information Services Group Inc. ABOUT CCC CCC Information Services Group Inc. (CCCG), headquartered in Chicago, is a leading supplier of advanced software, communications systems, Internet and wireless-enabled technology solutions to the automotive claims and collision repair industries. Its technology-based products and services optimize efficiency throughout the entire claims management supply chain and facilitate communication amongst over 15,000 collision repair facilities, 350 insurance companies, and a range of industry participants. For more information about CCC Information Services, visit our Web site at WWW.CCCIS.COM. EX-99.2 5 doc4.txt PRESS RELEASE DATED OCTOBER 22, 2002 CCC INFORMATION SERVICES GROUP INC. REPORTS $0.26 EPS FROM CONTINUING OPERATIONS CHICAGO, OCTOBER 22, 2002 - CCC Information Services Group Inc. (Nasdaq: CCCG), a leading provider of software and information services to the automotive claims and collision repair industries, today reported net income from continuing operations of $7.0 million, or $0.26 per share, for the third quarter ended September 30, 2002 compared with net income from continuing operations of $1.2 million, or $0.05 per share, in the same quarter of 2001. Included in net income is a $2.0 million benefit, or $0.08 per share, related to research and development tax credits associated with prior tax years. Also included in net income is a pre-tax charge of $0.9 million, or $0.02 per share after-tax, reflecting a delay in subletting excess office space. This charge represents an adjustment to an existing accrual related to this excess office space that was originally recorded during the fourth quarter of 2001. If the company has not sublet this space by September of 2003, it will need to reevaluate this accrual at that time. The lease for this office space expires March 31, 2006. Excluding the $0.08 per share benefit, and the $0.02 per share charge, underlying EPS for the third quarter was $0.20 per share. Revenue for the quarter grew 2.6% versus the same period a year ago, increasing from $46.6 million in the third quarter of 2001 to $47.8 million for the third quarter of 2002. Excluding the exited international segment, revenues grew 3.2% in the third quarter of 2002 compared to the prior year, rising from $46.3 million to $47.8 million. Operating income rose to $8.3 million in the third quarter, compared with $3.9 million as reported in the same quarter of 2001. Operating income in the third quarter was $9.2 million, excluding the office space charge. Earnings before interest, taxes, depreciation and amortization (EBITDA) increased to $10.6 million compared with $7.0 million, excluding the exited international segment, as reported in the third quarter a year ago. Excluding the office space charge, EBITDA was $11.5 million, in line with EBITDA for each of the first two quarters. "We are pleased with the progress we are making against our goals and objectives," said Githesh Ramamurthy, chairman and chief executive officer of CCC Information Services Inc. "During the quarter we generated strong financial results, and worked to build the sales pipelines for our new products that will drive revenue growth in the future." Revenue for the first nine months of the year grew 2.4% to $143.5 million from $140.1 million a year earlier (growth was 3.6% excluding the exited International segment). Operating profits for the first nine months of the year increased to $26.7 million, up from a loss of $1.3 million for the first nine months a year ago (operating profits for the first nine months of last year, excluding the exited International segment and the restructuring charges, were $5.1 million). Operating profits for the first nine months of the year, excluding the office space charge were $27.6 million. The company also announced on Monday that it had purchased the Trust Preferred Securities. The securities, issued in February of 2001, were scheduled to mature in February 2006, with a call date of February 2004. The total amount of the purchase was $16.3 million, and was funded with a portion of the company's cash balance. The elimination of the 9% coupon payment, and the accretion expense on the securities, will add approximately $0.04 per share to EPS in 2003. During the fourth quarter of 2002, the company will incur a $2.5 million dollar pre-tax charge, or $0.06 per share after-tax, resulting from the difference between the par value and the accreted value of the securities on the balance sheet at the time of the purchase. Based on its recent performance, CCC is providing revised guidance for the remainder of 2002. Guidance is as follows: - - Revenue for the fourth quarter should grow in the 1-2% range, as we work closely with our customers to promote adoption of our new products - - Operating performance for the fourth quarter should approximate the underlying performance during the third quarter - - The new EBITDA target range, excluding the office space charge, is $45-$46 million for the full year 2002, up from prior guidance of $42-44 million - - Capital expenditures should total to about $8 million for the full year - - Finally, the earnings per share target range for the full year is $0.78 to $0.80 per share, up from prior guidance of $0.70 to $0.74 per share for the full year 2002. Please note that this revised range includes: o An $0.08 per share benefit from the R&D tax credit o A $0.02 per share charge related to the excess office space o And a $0.06 per share charge that will be incurred in the fourth quarter due to the Trust Preferred purchase. In addition, the company provided the following preliminary guidance for 2003. Please note that this guidance excludes any benefits associated with business development opportunities: - - Revenue growth in the low to mid-single digit range - - EBITDA target range of $48 to $52 million - - Earnings per share target range of $0.88 to $0.94 per share. Concluded Ramamurthy, "Our financial performance is strong. We are confident in the strength of our products and we are excited about the growth opportunities that lie ahead. As we look to capitalize on these opportunities, we will remain focused on delivering solid, profitable growth." ABOUT CCC CCC Information Services Group Inc. (NASDAQ: CCCG), headquartered in Chicago, is a leading supplier of advanced software, communications systems, Internet and wireless-enabled technology solutions to the automotive claims and collision repair industries. Its technology-based products and services optimize efficiency throughout the entire claims management supply chain and facilitate communication amongst more than 15,000 collision repair facilities, 350 insurance companies, and a range of industry participants. For more information about CCC Information Services, visit our Web site at www.cccis.com. This release contains statements that constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and are subject to the safe harbor provisions of those sections and the Private Securities Litigation Reform Act of 1995. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, including those described in the Company's filings with the SEC, and that actual results or developments may differ materially from those in the forward-looking statements, and startup businesses are inherently uncertain. Specific factors that might cause actual results to differ from our expectations include, but are not limited to, competition in the automotive claims and collision repair industries, the ability to develop new products and services, the ability to protect trade secrets and proprietary information, the ability to generate the cash flow necessary to meet the Company's obligations, the outcome of certain legal proceedings, and other factors. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management's analysis, judgment, belief or expectation only as of the date hereof. The Company has based these forward-looking statements on information currently available and disclaims any intention or obligation to update or revise any forward-looking statement. CCC INFORMATION SERVICES GROUP INC. AND SUBSIDIARIES CONSOLIDATED OPERATING RESULTS (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED)
Three Months Ended Year-to-Date Period September 30, September 30, -------------- -------------- 2002 2001 2002 2001 ---- ---- ---- ---- REVENUES CCC U.S. $47,797 $46,328 $143,475 $138,483 CCC International - 264 - 1,627 -------- -------- --------- --------- NET REVENUES 47,797 46,592 143,475 140,110 -------- -------- --------- --------- OPERATING EXPENSES: Production and customer support 6,702 7,225 21,412 25,173 Commissions, royalties and licenses 2,767 2,528 7,758 7,536 Selling, general and administrative 19,635 23,120 58,370 69,381 Depreciation and amortization 2,295 2,895 7,147 9,133 Product development and programming 7,242 6,973 21,222 24,035 Restructuring charges 869 - 869 6,199 -------- -------- --------- --------- Total operating expenses 39,510 42,741 116,778 141,457 -------- -------- --------- --------- OPERATING INCOME (LOSS) 8,287 3,851 26,697 (1,347) Interest expense (160) (1,145) (556) (3,584) Other income 76 44 286 731 Loss on investment securities and note - - - (27,595) CCC Capital Trust minority interest expense (475) (410) (1,384) (944) Equity in income (losses) of ChoiceParts investment 47 (481) (295) (2,152) -------- -------- --------- --------- INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND EQUITY INCOME (LOSSES) 7,775 1,859 24,748 (34,891) Income tax (provision) benefit (754) (946) (7,215) 17,116 -------- -------- --------- --------- INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE EQUITY INCOME (LOSSES) 7,021 913 17,533 (17,775) Equity in net income (losses) of affiliate - 259 - (2,354) -------- -------- --------- --------- INCOME (LOSS) FROM CONTINUING OPERATIONS 7,021 1,172 17,533 (20,129) Income (loss) from discontinued operations, net of income taxes 354 - 354 (6,982) -------- -------- --------- --------- NET INCOME (LOSS) $ 7,375 $ 1,172 $ 17,887 $(27,111) ======== ======== ========= ========= Per Share Data - --------------- Income (loss) per common share - basic from: Continuing operations $ 0.27 $ 0.05 $ 0.68 $ (0.92) Discontinued operations 0.01 - 0.01 (0.32) -------- -------- --------- --------- Income (loss) per common share - basic $ 0.28 $ 0.05 $ 0.69 $ (1.24) ======== ======== ========= ========= Income (loss) per common share - diluted from: Continuing operations $ 0.26 $ 0.05 $ 0.65 $ (0.92) Discontinued operations 0.01 - 0.01 (0.32) -------- -------- --------- --------- Income (loss) per common share - diluted $ 0.27 $ 0.05 $ 0.66 $ (1.24) ======== ======== ========= ========= Weighted average shares outstanding: Basic 25,873 21,821 25,800 21,794 Diluted 26,904 21,895 26,912 21,794
CCC INFORMATION SERVICES GROUP INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET (IN THOUSANDS, EXCEPT SHARE AMOUNTS) September 30, December 31, 2002 2001 --------------- -------------- (Unaudited) (Audited) ASSETS Current assets: Cash $ 24,210 $ 766 Accounts receivable (net of reserves of $2,404 and $2,288 at September 30, 2002 and December 31, 2001, respectively) 12,514 11,346 Income tax receivable 1,617 - Current portion of deferred income taxes - 5,322 Other current assets 7,371 6,461 --------------- -------------- Total current assets 45,712 23,895 Property and equipment (net of accumulated depreciation of $32,546 and $25,376 at September 30, 2002 and December 31, 2001, respectively) 10,661 13,487 Goodwill 4,896 4,896 Deferred income taxes (net of valuation allowance of $11,599 and $11,489 at September 30, 2002 and December 31, 2001, respectively) 12,590 18,587 Investments 282 302 Other assets 739 1,027 Net assets of discontinued operations 20 - --------------- -------------- TOTAL ASSETS $ 74,900 $ 62,194 =============== ============== LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Current liabilities: Book overdraft $ - $ 1,205 Accounts payable 7,269 7,658 Accrued expenses 25,696 28,570 Income taxes payable 4,661 - Current portion of deferred revenues 5,903 6,297 Other current liabilities 470 421 --------------- -------------- Total current liabilities 43,999 44,151 Long-term debt - 6,500 Deferred revenues 23 66 Other liabilities 3,660 4,382 Net liabilities of discontinued operations - 536 --------------- -------------- Total Liabilities 47,682 55,635 --------------- -------------- Company obligated manditorily redeemable preferred securities of subsidiary trust holding solely company-guaranteed debentures 13,649 13,370 --------------- -------------- Common stock ($0.10 par value, 40,000,000 shares authorized, 25,888,981 and 25,503,567 shares outstanding at September 30, 2002 and December 31, 2001, respectively) 2,987 2,967 Additional paid-in capital 125,695 124,188 Accumulated deficit (67,700) (85,587) Accumulated other comprehensive loss (10) (10) Note receivable from officer (1,200) - Treasury stock, at cost ($0.10 par value, 4,094,665 and 4,286,665 shares in treasury at September 30, 2002 and December 31, 2001, respectively) (46,203) (48,369) --------------- -------------- Total stockholders' equity (deficit) 13,569 (6,811) --------------- -------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 74,900 $ 62,194 =============== ==============
-----END PRIVACY-ENHANCED MESSAGE-----