1
EXHIBIT 13
Contents
a more intelligent way 1
letter to shareholders 8
operational review 12
financial results 17
shareholder information 39
Financial Highlights
ChoicePoint
(dollars in thousands) 1999 1998 1997 1996 1995
- -------------------------------------------------------------------------------------------------
Operating revenue* $430,143 $406,475 $417,321 $366,481 $328,990
Operating income
before unusual items and
restructuring provision 79,671 65,166 52,286 47,611 41,078
Operating income 78,088 61,408 46,077 47,611 31,928
Net income 39,389 35,419 28,944 23,280 14,865
- -------------------------------------------------------------------------------------------------
Total assets $532,872 $534,199 $359,971 $301,824 $200,779
Long-term debt
less current maturities 187,195 191,697 95,457 1,051 --
Total shareholders' equity 202,911 159,572 127,745 196,327 104,641
EBITDA** 118,514 101,247 87,753 66,265 45,249
Employees (FTE) 3,600 3,500 3,700 4,600 4,400
=================================================================================================
*Consolidated operating revenue is impacted by divestitures in 1997 and 1998
and by acquisitions. See Management's Discussion and Analysis of Financial
Results for further detail.
**EBITDA represents earnings before interest, taxes, depreciation and
amortization.
ChoicePoint is a leading provider of decision-making intelligence to
businesses, individuals and government agencies.
The company serves customers in two primary markets - Insurance Services and
Business & Government Services.
ChoicePoint is headquartered in metro Atlanta and trades on NYSE under the
symbol CPS.
2
Management's Discussion and Analysis
ChoicePoint
Introduction
ChoicePoint Inc., a Georgia corporation ("ChoicePoint" or the "Company"), is a
leading provider of decision-making intelligence to businesses, individuals and
government agencies. ChoicePoint's businesses are focused on two primary
markets - Insurance Services and Business & Government Services.
The Insurance Services group provides information products and services
used in the underwriting and marketing processes by property and casualty and
life insurers. Major offerings to the personal lines property and casualty
market include claims history data, motor vehicle records, credit information,
and modeling services. Additionally, ChoicePoint provides customized policy
rating and issuance software and property inspections and audits to the
commercial insurance market, and laboratory testing services and related
technology solutions to the life and health insurance market.
The Business & Government Services group provides direct marketing and
information products and services to Fortune 1000 corporations, consumer
finance companies, asset-based lenders, legal and professional service
providers, health care service providers and federal, state and local
government agencies. Major offerings include pre-employment background and drug
screenings, public record searches, credential verification, due diligence
information, uniform commercial code searches and filings, database marketing
services and people and shareholder locator searches.
Results of Operations
Revenue and operating income for the years ended December 31, 1999, 1998 and
1997 were as follows:
(In thousands)
Year Ended December 31 1999 1998 1997
- --------------------------------------------------------------------------
Operating revenue:
Insurance Services $ 264,834 $ 246,463 $ 214,386
Business &
Government Services 164,958 103,488 80,193
Divested and discontinued
product lines 351 56,524 122,742
- --------------------------------------------------------------------------
Operating revenue $ 430,143 406,475 $ 417,321
- --------------------------------------------------------------------------
Operating income:
Insurance Services $ 100,475 $ 86,092 $ 72,908
Business &
Government Services 13,670 5,486 5,555
Divested and discontinued
product lines (855) 1,199 6,410
Corporate Expenses (33,619) (27,611) (32,587)
- --------------------------------------------------------------------------
Operating income
before unusual items 79,671 65,166 52,286
Unusual items (1,583) (3,758) (6,209)
- --------------------------------------------------------------------------
Operating income $ 78,088 $ 61,408 $ 46,077
==========================================================================
Year Ended December 31, 1999
Compared to Year Ended December 31, 1998
CONSOLIDATED REVENUE FROM OPERATIONS, excluding divested and discontinued
product lines, increased $79.8 million, or 22.8%, to $429.8 million in 1999
from $350.0 million in 1998 primarily as a result of strong revenue performance
in automated products, laboratory services, and acquisitions. CONSOLIDATED
OPERATING INCOME before unusual items increased $14.5 million, or 22.2%, to
$79.7 million in 1999 from $65.2 million in 1998. ACQUISITION AMORTIZATION,
which includes goodwill and other intangible amortization related to
acquisitions, increased to $15.4 million in 1999 from $11.4 million in 1998.
OPERATING MARGINS (excluding the effects of unusual items) increased to 18.5%
in 1999 from 16.0% in 1998 as a result of the strong revenue performance
discussed above. Consolidated operating income after unusual items increased
$16.7 million, or 27.2%, to $78.1 million in 1999 from $61.4 million in 1998.
REVENUE FROM INSURANCE SERVICES, excluding $10.8 million of revenue from a
significant systems development project in 1998, grew $29.1 million, or 12.3%,
to $264.8 million in 1999 from $235.7 million in 1998, driven by strong unit
performance in personal lines products and laboratory services. OPERATING
INCOME increased $14.4 million, or 16.7%, to $100.5 million in 1999 from $86.1
million in 1998, primarily as a result of revenue growth noted above.
ACQUISITION AMORTIZATION increased to $3.0 million in 1999 from $2.7 million in
1998 due to an acquisition made in 1998. OPERATING MARGINS for Insurance
Services increased to 37.9% in 1999 from 34.9% in 1998. Excluding acquisition
amortization, the operating margin in Insurance Services for 1999 was
39.1% compared to 36.0% in 1998. See Note 12 to the Consolidated Financial
Statements.
REVENUE FROM BUSINESS & GOVERNMENT SERVICES increased $61.5 million, or
59.4%, to $165.0 million in 1999 from $103.5 million in 1998, primarily as a
result of acquisitions. Comparable internal revenue growth for Business &
Government Services was 8.8% over the prior year. OPERATING INCOME increased
$8.2 million to $13.7 million in 1999 from $5.5 million in 1998, primarily as a
result of acquisitions. ACQUISITION AMORTIZATION increased to $12.4 million in
1999 from $8.7 million in 1998 due to acquisitions made in 1998 and 1999.
OPERATING MARGINS for Business & Government Services increased to 8.3% in 1999
from 5.3% in 1998. Excluding acquisition amortization, the operating margin in
Business & Government Services for 1999 was 15.8% compared to 13.7% in 1998
(Note 12).
18
3
Management's Discussion and Analysis
ChoicePoint
DIVESTED AND DISCONTINUED PRODUCT LINES include the operating results from
the life and health insurance field underwriting services and insurance claim
investigative services (collectively the "field businesses") sold in
December 1998, the payroll verification business sold in May 1999, the
discontinued medical device registry business and from the shutdown of certain
remaining business and government field offices where revenue did not justify
continued physical presence (Note 4).
CORPORATE EXPENSES represent costs of support functions, incentives and
profit sharing that benefit both segments. The increase to $33.6 million in
1999 from $27.6 million in 1998 is primarily due to the increase in
compensation expense recognized under employee stock plans and incentives and
additional research and development costs for e-commerce initiatives.
UNUSUAL ITEMS of $1.6 million in 1999 relate primarily to fixed asset
impairments ($732,000), severance costs ($451,000) and other one-time costs
($400,000).
In the first quarter of 1999, an additional pretax gain on the December
1998 sale of certain field businesses of $2.5 million was recorded in
connection with the prepayment of a note receivable and repurchase of warrants
issued by PMSI Services, Inc. in the transaction (Note 4).
INTEREST EXPENSE was $11.1 million and $7.7 million in 1999 and 1998,
respectively. Interest expense for 1999 is net of $431,000 of interest income
from the PMSI Services, Inc. note receivable and warrants prior to the
prepayment and repurchase made in March 1999 (Note 4).
NET INCOME increased $4.0 million, or 11.2%, to $39.4 million in 1999 from
$35.4 million in 1998. The effective tax rate remained unchanged at 43.3%.
Year Ended December 31, 1998
Compared to Year Ended December 31, 1997
CONSOLIDATED REVENUE FROM OPERATIONS, excluding divested and discontinued
product lines, increased $55.4 million, or 18.8%, to $350.0 million in 1998
from $294.6 million in 1997 primarily as a result of strong revenue performance
in automated products and acquisitions. CONSOLIDATED OPERATING INCOME before
unusual items increased $12.9 million, or 24.6%, to $65.2 million in 1998 from
$52.3 million in 1997. ACQUISITION AMORTIZATION increased to $11.4 million in
1998 from $10.5 million in 1997. OPERATING MARGINS (excluding the effects of
unusual items) increased to 16.0% in 1998 from 12.5% in 1997. Consolidated
operating income after unusual items increased $15.3 million, or 33.3%, to
$61.4 million in 1998 from $46.1 million in 1997.
REVENUE FROM INSURANCE SERVICES, excluding $10.8 million of revenue from a
significant systems development project in 1998, grew $21.3 million, or 9.9%,
to $235.7 million in 1998 from $214.4 million in 1997, driven by strong unit
performance in personal lines products and laboratory services. OPERATING
INCOME increased $13.2 million, or 18.1%, to $86.1 million in 1998 from $72.9
million in 1997, primarily as a result of the revenue growth noted above.
ACQUISITION AMORTIZATION decreased to $2.7 million in 1998 from $3.8 million in
1997 due to the write-off of certain intangible assets in 1997 (Note 11).
OPERATING MARGINS for Insurance Services increased to 34.9% in 1998 from 34.0%
in 1997. Excluding acquisition amortization, the operating margin in Insurance
Services for 1998 was 36.0% compared to 35.8% in 1997 (Note 12).
REVENUE FROM BUSINESS & GOVERNMENT SERVICES increased $23.3 million, or
29.0%, to $103.5 million in 1998 from $80.2 million in 1997, primarily as a
result of acquisitions. Comparable internal revenue growth for Business &
Government Services was 10.0% over the prior year. OPERATING INCOME decreased
$0.1 million to $5.5 million in 1998 from $5.6 million in 1997. ACQUISITION
AMORTIZATION increased to $8.7 million in 1998 from $6.8 million in 1997 due to
acquisitions made in 1998. OPERATING MARGINS for Business & Government Services
decreased to 5.3% in 1998 from 6.9% in 1997. Excluding acquisition
amortization, the operating margin in Business & Government Services for 1998
was 13.7% compared to 15.4% in 1997 (Note 12).
DIVESTED AND DISCONTINUED PRODUCT LINES include the operating results from
ChoicePoint's paramedical examination business sold in December 1997, field
businessess sold in December 1998, payroll verification business sold in May
1999, discontinued medical device registry business and from the shutdown of
certain remaining business and government field offices where revenue did not
justify continued physical presence.
CORPORATE EXPENSES represent costs of support functions, incentives and
profit sharing benefiting both segments. The decrease to $27.6 million in 1998
from $32.6 million in 1997 is primarily due to allocations of corporate costs
from Equifax and transition services expense paid to Equifax in 1997 as a
result of the spinoff on August 7, 1997 (the "Spinoff") (Note 2).
UNUSUAL ITEMS of $3.8 million in 1998 include $2.0 million for the
write-down of a noncompete agreement and $1.8 million for write-downs of
certain software and database assets and severance expenses.
19
4
Management's Discussion and Analysis
ChoicePoint
ChoicePoint recognized a pretax gain of $8.8 million as a result of the
sale of its field businesses to PMSI Services, Inc., an affiliate of
Examination Management Services, Inc. and the planned sale of its payroll
verification business. The Company sold the field businesses in December
1998 for approximately $23.0 million in a combination of cash, a note
receivable, and warrants. In addition, the Company retained certain net assets,
primarily accounts receivable (Note 4).
INTEREST EXPENSE was $7.7 million and $6.6 million in 1998 and 1997,
respectively.
NET INCOME increased $6.5 million, or 22.4%, to $35.4 million in 1998 from
$28.9 million in 1997. The effective tax rate was 43.3% in 1998 and 45.9% in
1997.
Income Taxes
ChoicePoint's overall EFFECTIVE TAX RATES were 43.3% in 1999 and 1998, and
45.9% in 1997. The decrease in effective tax rates from 1997 to 1998 is
primarily due to a reduction in the state income tax rate due to ChoicePoint no
longer being part of Equifax's consolidated group for unitary tax purposes
after the Spinoff.
Financial Condition and Liquidity
CASH PROVIDED BY OPERATIONS increased from $70.8 million in 1998 to $78.9
million in 1999. This increase was primarily attributable to the increase in
net income, as adjusted for depreciation and amortization, and decreased
accounts receivable. During 1999, ChoicePoint used $49.3 million for investing
activities, including $17.5 million for acquisitions, $17.4 million for other
assets, primarily software developed for internal use, purchased data files,
software and software developed for external use, and $13.7 million for
additions to property and equipment. In 1998, ChoicePoint used $168.1 million
for investing activities, including $138.6 million for acquisitions and $16.9
million for other assets, primarily software developed for internal use,
purchased data files, purchased software and software developed for external
use. In addition, in 1998, $13.6 million was used for additions to property and
equipment, primarily for system upgrades. During 1999, net cash used by
financing activities was $8.4 million, primarily for paydowns of short-term
borrowings. Net cash provided by financing activities was $89.3 million in
1998, as the proceeds from a credit facility were used to pay for acquisitions
and to purchase stock held by employee benefit trusts.
The Company's SHORT-TERM AND LONG-TERM LIQUIDITY depends primarily upon
its level of net income and working capital management (accounts receivable,
accounts payable, accrued expenses) and long-term debt. In August 1997,
ChoicePoint entered into a $250.0 million unsecured revolving credit facility
(the "Credit Facility") with a group of banks (Note 6). Borrowings under the
Credit Facility increased from $95.0 million at December 31, 1997 to $184.0
million at December 31, 1999 due primarily to acquisitions. In December 1999,
ChoicePoint entered into a $100.0 million unsecured revolving credit facility
with a group of banks. This facility has a termination date of one year, at
which time the Company has the option to convert the outstanding balance to a
one-year term obligation (Note 6). ChoicePoint may use additional borrowings
under the two credit facilities to finance acquisitions and for general
corporate cash requirements. ChoicePoint may also utilize lines of credit with
two banks for overnight borrowings; however, no borrowings were outstanding at
December 31, 1999.
EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION AND AMORTIZATION ("EBITDA")
increased $17.3 million, or 17.1%, to $118.5 million for 1999 from $101.2
million for 1998. The Company has included EBITDA data (which is not a measure
of financial performance under generally accepted accounting principles)
because such data is used by certain investors to analyze and compare companies
on the basis of operating performance, leverage and liquidity, and to determine
a company's ability to service debt. EBITDA is not presented as a substitute
for income from operations, net income or cash flows from operating activities.
INTEREST EXPENSE was $11.1 million in 1999, $7.7 million in 1998, and $6.6
million in 1997. Prior to the Spinoff, ChoicePoint was charged corporate
interest expense from Equifax based on the relationship of its net assets to
total Equifax net assets, excluding corporate debt. After the Spinoff, interest
expense also includes interest on the revolving Credit Facility discussed
above. ChoicePoint has entered into six interest rate swap agreements to reduce
the impact of changes in interest rates on its floating rate long-term
obligation (Note 6).
The Company anticipates CAPITAL EXPENDITURES in the range of $27.0 million
to $30.0 million in 2000, which will be used primarily for system upgrades and
other assets, including capitalized software development, purchased data files
and software.
20
5
Management's Discussion and Analysis
ChoicePoint
ECONOMIC VALUE ADDED ("EVA") declined slightly to $7.1 million in 1999 from
$7.7 million in 1998 due to significant acquisition activity over the last
several years.
The Company uses cash generated to invest in growing the business and to
fund acquisitions and operations. Therefore, no cash dividends have been paid
and the Company does not anticipate paying any cash dividends on its common
stock in the near future.
Subsequent Events
In January 2000, the Company acquired Statewide Data Services, Inc. and
National Safety Alliance, Incorporated for a total purchase price of
approximately $76.0 million, plus acquisition costs and working capital
adjustments. In February 2000, the Company entered into a definitive agreement
with DBT Online, Inc. ("DBT") to acquire all of the outstanding capital stock
of DBT with newly issued shares of ChoicePoint common stock in a transaction to
be accounted for as a pooling of interest (Note 15).
Year 2000
All applications were certified as Year 2000 compliant prior to December 31,
1999. During the rollover, only minor problems were encountered, none of which
resulted in any downtime or lost revenue. Future risk of Year 2000-related
problems still exist; however, based on the Company's experience to date,
management does not anticipate any significant impact on ChoicePoint's
production environment. Included in operating results for 1999, 1998 and 1997
were $7.1 million, $6.2 million and $1.3 million, respectively, of expenses
incurred to modify existing computer systems and applications to address the
Year 2000 compliance issues.
New Accounting Pronouncement
In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for
Derivative Instruments and Hedging Activities." In 1999, FASB issued SFAS No.
137, "Accounting for Derivative Instruments and Hedging Activities - Deferral
of the Effective Date of FASB Statement No. 133." SFAS No. 133 is effective for
the Company's fiscal year ending December 31, 2001. Management does not expect
SFAS No. 133 to have a significant impact on the Company's consolidated
financial statements.
Forward-Looking Statements
This report contains certain information that constitutes forward-looking
statements as that term is defined in the Private Securities Litigation Reform
Act of 1995. Forward-looking statements include information concerning the
possible or assumed future results of operations of Choicepoint, as well as
statements preceded by or that include words such as "believes," "expects,"
"anticipates," "intends," "plans," "estimates" or similar expression. Other
statements, to the extent they are not historical facts, should also be
considered forward-looking. These statements are subject to various risks and
uncertainties. Such forward-looking statements are made based on management's
assessments of various risks and uncertainties, as well as assumptions made in
accordance with the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995. The Company's actual results could differ
materially from the results anticipated in these forward-looking statements as a
result of important factors, including such risks and uncertainties. Risks and
uncertainties include those identified in the Company's Annual Report on Form
10-K for the fiscal year ending December 31, 1999 and the other filings made by
the Company from time to time with the Securities and Exchange Commission. The
Company undertakes no obligation to publicly release any revisions to any
forward-looking statement contained herein to reflect events or circumstances
occurring after the date hereof or to reflect the occurrence of unanticipated
events.
21
6
Report of Independent Public Accountants
ChoicePoint
To ChoicePoint Inc.:
We have audited the accompanying consolidated balance sheets of ChoicePoint
Inc. (a Georgia corporation) and subsidiaries (as defined in Note 2) as of
December 31, 1999 and 1998 and the related consolidated statements of income,
shareholders' equity and cash flows for each of the three years in the period
ended December 31, 1999. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of ChoicePoint Inc. and
subsidiaries as of December 31, 1999 and 1998 and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 1999 in conformity with generally accepted accounting principles.
Arthur Andersen LLP
Atlanta, Georgia
February 18, 2000
Report of Management
ChoicePoint
The management of ChoicePoint Inc. has the responsibility for preparing the
accompanying financial statements and for their integrity and objectivity. The
financial statements have been prepared in accordance with generally accepted
accounting principles and, as such, include amounts based on management's best
estimates and judgments.
Management is further responsible for maintaining a system of internal
control and related policies and procedures designed to provide reasonable
assurance that assets are adequately safeguarded and that the accounting
records reflect transactions executed in accordance with management's
authorization.
An independent assessment of the system of internal control is performed
by the Company's internal audit staff in order to confirm that the system is
adequate and operating effectively. The Company's independent public
accountants also consider certain elements of the internal control system in
order to determine their auditing procedures for purposes of expressing an
opinion on the financial statements.
The audit committee of the board of directors, consisting solely of
outside directors, meets periodically with financial management, internal
audit, and the independent public accountants to review internal accounting
controls and accounting, auditing, and financial reporting matters.
/s/ Doug C. Curling /s/ David E. Trine
Doug Curling David E. Trine
Chief Operating Officer and Treasurer Vice President, Corporate Controller
22
7
Consolidated Statements of Income
ChoicePoint
(In thousands, except per share data)
Year Ended December 31, 1999 1998 1997
- --------------------------------------------------------------------------------------------------
Operating revenue $430,143 $406,475 $417,321
- --------------------------------------------------------------------------------------------------
Costs and expenses:
Cost of services 269,685 268,108 280,765
Selling, general and administrative 80,787 73,201 84,270
Unusual items 1,583 3,758 6,209
- --------------------------------------------------------------------------------------------------
Total costs and expenses 352,055 345,067 371,244
- --------------------------------------------------------------------------------------------------
Operating income 78,088 61,408 46,077
Gain on sale of businesses, net 2,513 8,807 14,038
Interest expense 11,142 7,748 6,649
- --------------------------------------------------------------------------------------------------
Income before income taxes 69,459 62,467 53,466
Provision for income taxes 30,070 27,048 24,522
- --------------------------------------------------------------------------------------------------
Net income $ 39,389 $ 35,419 $ 28,944
==================================================================================================
Earnings per share - basic (Notes 3 and 8) $ 1.36 $ 1.22 $ --
Weighted average shares - basic 28,973 29,084 --
Earnings per share - diluted (Notes 3 and 8) $ 1.30 $ 1.18 $ --
Weighted average shares - diluted 30,191 30,012 --
==================================================================================================
The accompanying notes are an integral part of these consolidated
financial statements.
23
8
Consolidated Balance Sheets
ChoicePoint
(In thousands, except par values)
December 31, 1999 1998
- -----------------------------------------------------------------------------------------------------------
Assets
Current assets:
Cash and cash equivalents $ 40,085 $ 18,883
Accounts receivable, net of allowance for doubtful accounts
of $3,831 in 1999 and $3,286 in 1998 98,784 103,191
Deferred income tax assets 7,177 8,372
Other current assets 9,795 13,160
- -----------------------------------------------------------------------------------------------------------
Total current assets 155,841 143,606
- -----------------------------------------------------------------------------------------------------------
Property and equipment, net 52,559 55,279
Goodwill, net 255,182 253,140
Deferred income tax assets 16,580 19,010
Other 52,710 63,164
- -----------------------------------------------------------------------------------------------------------
Total Assets $ 532,872 $ 534,199
- -----------------------------------------------------------------------------------------------------------
Liabilities and Shareholders' Equity
Current liabilities:
Short-term debt and current maturities of long-term debt $ 595 $ 5,623
Notes payable for acquisitions -- 22,701
Accounts payable 24,515 24,645
Accrued salaries and bonuses 19,036 17,537
Other current liabilities 44,216 54,454
- -----------------------------------------------------------------------------------------------------------
Total current liabilities 88,362 124,960
Long-term debt, less current maturities 187,195 191,697
Postretirement benefit obligations 47,782 53,251
Other long-term liabilities 6,622 4,719
- -----------------------------------------------------------------------------------------------------------
Total liabilities 329,961 374,627
- -----------------------------------------------------------------------------------------------------------
Commitments and contingencies (Note 10)
Shareholders' equity:
Preferred stock, $.01 par value; 10,000 shares authorized,
no shares issued or outstanding -- --
Common stock, $.10 par value; shares authorized -
100,000; issued - 29,539 in 1999 and 29,320 in 1998 2,954 2,932
Paid-in capital 123,044 117,571
Retained earnings 88,552 49,163
Cumulative translation adjustments (221) (176)
Stock held by employee benefit trusts, at cost, 468 shares in 1999
and 406 shares in 1998 (11,418) (9,918)
- -----------------------------------------------------------------------------------------------------------
Total shareholders' equity 202,911 159,572
- -----------------------------------------------------------------------------------------------------------
Total Liabilities and Shareholders' Equity $ 532,872 $ 534,199
===========================================================================================================
The accompanying notes are an integral part of these consolidated
balance sheets.
24
9
Consolidated Statements of Shareholders' Equity
ChoicePoint
Equifax Cumulative Stock Held
Comprehensive Equity Common Paid-in Retained Translation by Benefit
Income Investment Stock Capital Earnings Adjustments Trusts Total
(In thousands)
- --------------------------------------------------------------------------------------------------------------------------------
Balance, December 31,1996 $ -- $ 196,414 $ -- $ -- $ -- $ (87) -- $ 196,327
Net income
(from January 1, 1997
through July 31, 1997) 15,200 15,200 -- -- -- -- -- 15,200
Intercompany transactions
with Equifax -- 1,609 -- -- -- -- 1,609
Repayment of Equifax
intercompany debt -- (72,602) -- -- -- -- -- (72,602)
Debt assumed from Equifax -- (29,000) -- -- -- -- -- (29,000)
Distribution of common
stock -- (111,621) 2,914 108,707 -- -- -- --
Restricted stock plans, net -- -- 12 1,636 -- -- -- 1,648
Stock options exercised -- -- 2 265 -- -- -- 267
Other -- -- -- 583 -- -- -- 583
Net income
(from August 1, 1997
to December 31,1997) 13,744 -- -- -- 13,744 -- -- 13,744
Translation adjustments (31) -- -- -- -- (31) -- (31)
- --------------------------------------------------------------------------------------------------------------------------------
Comprehensive income 28,913 -- -- -- -- -- -- --
Balance, December 31,1997 -- 2,928 111,191 13,744 (118) -- 127,745
Net income 35,419 -- -- -- 35,419 -- -- 35,419
Restricted stock plans, net -- -- (4) 2,552 -- -- -- 2,548
Stock options exercised -- -- 8 597 -- -- -- 605
Cost of shares repurchased -- -- -- -- -- -- (9,918) (9,918)
Other -- -- -- 3,231 -- -- -- 3,231
Translation adjustments (58) -- -- -- -- (58) -- (58)
- --------------------------------------------------------------------------------------------------------------------------------
Comprehensive income 35,361 -- -- -- -- -- -- --
Balance, December 31, 1998 -- 2,932 117,571 49,163 (176) (9,918) 159,572
Net income 39,389 -- -- -- 39,389 -- -- 39,389
Restricted stock plans, net -- -- 2 1,173 -- -- -- 1,175
Stock options exercised -- -- 20 2,619 -- -- -- 2,639
Cost of shares repurchased -- -- -- -- -- -- (1,500) (1,500)
Other -- -- -- 1,681 -- -- -- 1,681
Translation adjustments (45) -- -- -- -- (45) -- (45)
- --------------------------------------------------------------------------------------------------------------------------------
COMPREHENSIVE INCOME $ 39,344 -- -- -- -- -- -- --
BALANCE, DECEMBER 31, 1999 $ -- $ 2,954 $ 123,044 $ 88,552 $ (221) $ (11,418) $ 202,911
================================================================================================================================
The accompanying notes are an integral part of these consolidated
financial statements.
25
10
Consolidated Statements of Cash Flows
ChoicePoint
(In thousands)
December 31, 1999 1998 1997
- -------------------------------------------------------------------------------------------------------------------
Cash flows from operating activities:
Net income $ 39,389 $ 35,419 $ 28,944
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 37,913 31,032 27,638
Provision for unusual items 1,583 3,758 6,209
Gain on sale of business, net (2,513) (8,807) (14,038)
Compensation recognized under employee stock plans 4,244 3,059 1,892
Payment on employee stock plans (3,378) -- --
Changes in assets and liabilities,
excluding effects of acquisitions and divestitures:
Marketable securities and other current assets 2,671 10,864 (1,213)
Accounts receivable, net 6,109 1,297 (11,483)
Deferred income taxes 5,227 (1,473) (6,883)
Current liabilities, excluding debt (8,750) (5,003) 24,850
Other long-term liabilities, excluding debt (3,560) 683 (496)
- -------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities 78,935 70,829 55,420
Cash flows from investing activities:
Acquisitions, net of cash acquired (17,479) (138,630) (10,778)
Payment of notes payable for acquisitions (22,701) -- --
Cash proceeds from sale of businesses 22,000 1,000 11,707
Additions to property and equipment (13,712) (13,625) (19,997)
Additions to other assets, net (17,371) (16,878) (6,351)
- -------------------------------------------------------------------------------------------------------------------
Net cash used by investing activities (49,263) (168,133) (25,419)
Cash flows from financing activities:
Proceeds from long-term debt 30,000 115,042 112,000
Payments on long-term debt (34,502) (21,551) (17,928)
Net short-term borrowings (5,028) 5,104 --
Payment of debt assumed from Equifax -- -- (29,000)
Payment of Equifax intercompany debt -- -- (72,602)
Net transactions with Equifax -- -- 1,609
Purchases of stock held by employee benefit trusts (1,500) (9,918) --
Proceeds from exercise of stock options 2,639 605 267
Other -- -- 583
- -------------------------------------------------------------------------------------------------------------------
Net cash (used) provided by financing activities (8,391) 89,282 (5,071)
- -------------------------------------------------------------------------------------------------------------------
Effect of foreign currency exchange rates on cash (79) 47 202
- -------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents 21,202 (7,975) 25,132
Cash and cash equivalents, beginning of year 18,883 26,858 1,726
- -------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of year $ 40,085 $ 18,883 $ 26,858
===================================================================================================================
The accompanying notes are an integral part of these consolidated
financial statements.
26
11
Notes to Consolidated Financial Statements
ChoicePoint
note 1 Nature Of Operations
ChoicePoint Inc., a Georgia corporation ("ChoicePoint" or the "Company"), is a
leading provider of decision-making intelligence to businesses, individuals and
government agencies. ChoicePoint's businesses are focused on two primary markets
- -- Insurance Services and Business & Government Services.
The Insurance Services group provides information products and services
used in the underwriting and marketing processes by property and casualty and
life insurers. Major offerings to the personal lines property and casualty
market include claims history data, motor vehicle records, credit information,
and modeling services. Additionally, ChoicePoint provides customized policy
rating and issuance software and property inspections and audits to the
commercial insurance market, and laboratory testing services and related
technology solutions to the life and health insurance market.
The Business & Government Services group provides direct marketing and
information products and services to Fortune 1000 corporations, consumer finance
companies, asset-based lenders, legal and professional service providers, health
care service providers and federal, state and local government agencies. Major
offerings include pre-employment background and drug screenings, public record
searches, credential verification, due diligence information, uniform commercial
code searches and filings, database marketing services and people and
shareholder locator searches.
note 2 Spinoff And Basis Of Presentation
ChoicePoint Inc. was established through the combination of the businesses that
comprised the Insurance Services Group of Equifax Inc. ("Equifax") within a
separate company and the subsequent spinoff in 1997 (the "Spinoff") of the
Company's outstanding stock by Equifax as a stock dividend to the shareholders
of Equifax. In the Spinoff, each shareholder of Equifax received one share of
the Company's common stock, par value $.10 per share, for every ten shares of
Equifax common stock owned. The effective date of the Spinoff was July 31, 1997,
and the common stock began regular trading on the New York Stock Exchange on
August 8, 1997. References to ChoicePoint or the Company mean ChoicePoint Inc.,
its subsidiaries and divisions after the Spinoff, and the Insurance Services
Group of Equifax prior to the Spinoff.
Prior to the Spinoff, the consolidated financial statements of
ChoicePoint include substantially all of the assets, liabilities, revenues, and
expenses of the business conducted through Equifax's Insurance Services Group.
All material transactions between entities included in the consolidated
financial statements have been eliminated. The consolidated financial statements
have been prepared on the historical cost basis, and present the Company's
financial position, results of operations and cash flows as derived from
Equifax's historical financial statements where applicable.
note 3 Significant Accounting Policies
Use of Estimates - The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions. These estimates and assumptions affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements, as well as reported amounts of revenues
and expenses during the reporting period. Actual results could differ from these
estimates.
Revenue and Cost of Services Presentation - Motor vehicle records registry
revenue, the fee charged by states for motor vehicle records which is passed on
by ChoicePoint to its customers, is excluded from revenue and is recorded as a
reduction to cost of services in the consolidated financial statements. Registry
revenue was $351.1 million in 1999, $309.8 million in 1998 and $258.0 million in
1997.
ChoicePoint Direct (formerly Customer Development Corporation) passes
on material, shipping and postage charges to its customers. These charges are
excluded from revenue and are recorded as a reduction to cost of services in the
consolidated financial statements. Charges passed through to customers were
$40.6 million in 1999 and $6.4 million from the date of acquisition until
December 31, 1998.
Property and Equipment - Property and equipment at December 31, 1999 and 1998
consisted of the following:
(In thousands)
December 31, 1999 1998
- ------------------------------------------------------------------
Land, buildings, and
improvements $ 21,696 $ 21,561
Data processing equipment
and furniture 90,335 96,963
Less accumulated depreciation (59,472) (63,245)
- ------------------------------------------------------------------
$ 52,559 $ 55,279
==================================================================
The cost of property and equipment is depreciated primarily on the
straight-line basis over estimated asset lives of 30 to 40 years for buildings;
useful lives, not to exceed lease terms, for leasehold improvements; three to
five years for data processing equipment and eight to 20 years for furniture.
Goodwill and Other Assets - Except for a strategic investment accounted for
under the cost method, the Company accounts for all acquisitions using the
purchase method of accounting. As a result, goodwill and other acquisition
intangibles are recorded at the time of purchase. Goodwill is amortized on a
straight-line basis over 20 to 40 years. As of December 31, 1999 and 1998,
accumulated amortization was $31.2 million and $21.6 million, respectively.
27
12
Notes to Consolidated Financial Statements
ChoicePoint
Other assets at December 31, 1999 and 1998 consisted of the following:
(In thousands)
December 31, 1999 1998
- ------------------------------------------------------------------------
Other acquisition intangibles, net $17,418 $21,304
System development and
other deferred costs, net 30,083 20,811
Note receivable and warrants
due to divestiture (Note 4) -- 17,426
Investment in affiliate 5,209 3,623
- ------------------------------------------------------------------------
$52,710 $63,164
========================================================================
Other acquisition intangibles include software, data files, technology,
workforce and noncompete agreements and are being amortized on a straight-line
basis over five to ten years. As of December 31, 1999 and 1998, accumulated
amortization was $23.7 million and $17.9 million, respectively.
For the years ended December 31, 1999 and 1998, approximately $11.4
million and $8.4 million, respectively, of costs of software developed for
internal use were capitalized and are included in software development and other
deferred costs above. The amounts capitalized include certain direct costs,
including external, payroll and interest costs. System development and other
deferred costs are being amortized on a straight-line basis primarily over three
to five years. As of December 31, 1999 and 1998, accumulated amortization was
$24.8 million and $20.2 million, respectively.
Depreciation and Amortization Expense - Depreciation and amortization expense
for 1999, 1998 and 1997 consisted of the following:
(In thousands)
Year Ended December 31, 1999 1998 1997
- -----------------------------------------------------------------------
Property and
equipment $14,960 $14,498 $12,403
Goodwill 9,695 6,519 4,616
Other acquisition
intangibles 5,753 4,890 5,914
System development
and other deferred
costs 7,505 5,125 4,705
- -----------------------------------------------------------------------
$37,913 $31,032 $27,638
=======================================================================
Impairment of Goodwill and Long-Lived Assets - The Company regularly evaluates
whether events and circumstances have occurred that indicate the carrying amount
of goodwill or other long-lived assets may warrant revision or may not be
recoverable. When factors indicate that goodwill or other assets should be
evaluated for possible impairment, the Company uses an estimate of the future
undiscounted net cash flows of the related business over the remaining life of
the goodwill or other assets in measuring whether the goodwill or other assets
are recoverable. If the carrying amount exceeds undiscounted cash flows, an
impairment loss would be recognized for the difference between the carrying
amount and its estimated fair value.
Foreign Currency Translation - The assets and liabilities of foreign
subsidiaries are translated at the year-end rate of exchange and income
statement items are translated at the average rates prevailing during the year.
The resulting translation adjustment is recorded as a component of shareholders'
equity. Although the Company does not have significant revenue from foreign
subsidiaries, foreign currency transaction gains and losses, which are not
material, are recorded in the consolidated statements of income.
Consolidated Statements of Cash Flows - The Company considers cash equivalents
to be short-term cash investments with original maturities of three months or
less.
Prior to the Spinoff, tax provisions were settled through the
intercompany account and Equifax made income tax payments on behalf of the
Company. The tax payments made subsequent to the Spinoff by ChoicePoint and the
tax payments made prior to the Spinoff by Equifax on behalf of ChoicePoint were
approximately $23.5 million in 1999, $25.0 million in 1998, and $22.0 million in
1997.
Interest paid on long-term debt, excluding amounts charged by Equifax
prior to the Spinoff, totaled $11.5 million in 1999, $6.0 million in 1998, and
$2.3 million in 1997.
In 1999, 1998, and 1997, the Company acquired various businesses that
were accounted for as purchases (Note 4). In conjunction with these
transactions, liabilities were assumed as follows:
(In thousands)
Year Ended December 31, 1999 1998 1997
- -----------------------------------------------------------------------
Fair value of
assets acquired $18,376 $162,154 $10,986
Cash paid for
acquisitions 17,787 137,384 10,778
- -----------------------------------------------------------------------
Liabilities assumed $ 589 $ 24,770 $ 208
=======================================================================
Included in the liabilities assumed above in 1998 were $22.7 million of
short-term notes payable for acquisitions which were paid in January 1999.
Financial Instruments - The Company's financial instruments recorded on the
balance sheets consist primarily of cash and cash equivalents, accounts
receivable, accounts payable and debt. The carrying amounts approximate their
fair values because of the short maturity of these instruments, or in the case
of debt, because it bears interest at current market rates. In addition, the
Company received a note receivable and warrants in conjunction with a 1998
divestiture (Note 4).
Off-balance sheet derivative financial instruments at December 31, 1999 and 1998
consist of interest rate swap agreements (Note 6) entered into to limit the
effect
28
13
of changes in interest rates on the Company's floating rate long-term
obligation. Amounts currently due to or from interest rate swap counterparties
are recorded in interest expense in the period in which they accrue. The Company
does not enter into financial instruments for trading or speculative purposes.
The fair value of the interest rate swap agreements, estimated by each bank
based on its internal valuation models, was $2.5 million at December 31, 1999.
Earnings Per Share- Historical earnings per share for 1997 are not presented
since the companies that comprise ChoicePoint were majority-owned subsidiaries
of Equifax or one of its affiliates and were recapitalized as part of the
Spinoff. See Note 13 for pro forma earnings per share for 1997. Earnings per
share - diluted includes the dilutive effect of stock options.
Reclassifications- Certain prior year amounts have been reclassified to conform
with the current year presentation.
note 4 Acquisitions And Divestitures
Acquisitions- During 1999, 1998, and 1997, the Company acquired the following
businesses:
Cumulative
Date Percentage
Business Acquired Ownership
- ------------------------------------------------------------------------
DataMart, Inc. Nov. 1999 100.0%
Data Tracks Technology, Inc. July 1999 100.0
Washington Document
Service, Inc. May 1999 100.0
DATEQ Information
Network, Inc. Dec. 1998 100.0
EquiSearch Services, Inc. Nov. 1998 100.0
Tyler-McLennon, Inc. Nov. 1998 100.0
Customer Development
Corporation Oct. 1998 100.0
Informus Corporation Oct. 1998 100.0
Application Profiles, Inc. June 1998 100.0
Attest National Drug
Testing, Inc. April 1998 100.0
CDB Infotek (additional purchase) Mar. 1998 100.0
Drug Free, Inc. Nov. 1997 100.0
Medical Information
Network, LLC Oct. 1997 100.0
CDB Infotek (additional purchase) Sept. 1997 72.6
Advanced HR Solutions, Inc. June 1997 100.0
======================================================================
The acquisitions above were accounted for as purchases. In addition,
the company purchased shares of Intertech Information Management Inc. in 1998
and 1999, which are accounted for under the cost method.
The 1999 acquisitions had an aggregate purchase price of $17.8 million,
with $13.3 million allocated to goodwill, and $1.9 million to intangible assets
(primarily data files and software). Goodwill from the 1999 acquisitions is
amortized on a straight-line basis over 25 to 30 years and other intangible
assets over five years. The pro forma effect of acquisitions made in 1999 are
not material to the consolidated financial statements.
The 1998 acquisitions had an aggregate purchase price of $162.2
million, with $133.3 million allocated to goodwill, and $10.1 million to other
intangible assets (primarily technology, workforce, software, and noncompete
agreements). Goodwill from the 1998 acquisitions is amortized on a straight-line
basis over 25 to 30 years and other intangible assets over five to ten years.
The following unaudited pro forma information has been prepared as if
the 1998 acquisitions had occurred on January 1, 1997. The information is based
on historical results of the separate companies and may not necessarily be
indicative of the results that could have been achieved or of results which may
occur in the future. The pro forma information includes the expense for
amortization of goodwill and other intangible assets and interest expense
resulting from these transactions. The pro forma information also includes $14.6
million ($8.6 million after tax) of one-time expenses recorded in 1998 by
Customer Development Corporation for equity participation plans which were paid
as a result of the sale. The expense was recorded prior to the acquisition and
is not included in ChoicePoint's historical financial statements.
(In thousands, except per share data)
December 31, 1998 1997
- ----------------------------------------------------------------
Revenue $455,437 $476,784
Net income 24,198 24,359
Earnings per share - basic .83 .84
Earnings per share - diluted .81 .82
================================================================
The 1997 acquisitions had an aggregate purchase price of $10.8 million,
with $10.0 million allocated to goodwill, and $50,000 to other intangible assets
(noncompete agreement).
Results of operations have been included in the consolidated statements
of income from the dates of acquisition for all acquisitions accounted for under
the purchase method.
Divestitures- In November 1998, the Company entered into a strategic partnership
with Experian Limited (U.K.) leading to the sale of ChoicePoint Limited, the
Company's United Kingdom-based insurance services division. The sale was
completed in January 2000 with no material gain on the sale of the business.
In December 1998, the Company sold its life and health insurance field
underwriting services and insurance claim investigation services (collectively
the "field businesses") to PMSI Services, Inc. ("PMSI"). The field businesses
were sold for approximately $23.0 million in a combination of cash - $1.0
million, a note receivable - $10.0 million
29
14
Notes to Consolidated Financial Statements
ChoicePoint
and warrants - $12.0 million. In addition, the Company retained certain net
assets, primarily accounts receivable. The warrants were discounted by $4.6
million at December 31, 1998. In December 1998, the Company recognized a pre-tax
gain of $8.8 million on the sale of the field businesses and on the planned sale
of its payroll verification business. The pretax gain was net of
transaction-related costs, including lease termination and personnel-related
costs of $5.9 million that were accrued at the time of the divestiture. The loss
related to the sale of its payroll verification business that was netted against
the gain was $2.3 million.
In March 1999, ChoicePoint received $22.0 million plus interest from
PMSI for the prepayment of the note receivable and the repurchase of the
warrants. As a result, ChoicePoint recognized an additional net pretax gain on
the sale of $2.5 million. The net pretax gain includes the unamortized discount
of $4.3 million less transaction-related costs including lease termination,
additional asset write-offs and personnel-related costs of $1.8 million. As of
December 31, 1999, approximately $5.3 million has been charged against the total
$7.7 million accrued transaction-related costs. The remaining accrual will
primarily be used for future lease terminations.
In December 1997, the Company sold its paramedical examinations
business to PSA. The business unit was sold for approximately $21.7 million in a
combination of cash - $11.7 million, and PSA stock - $10.0 million. In addition,
the Company retained certain net assets, primarily accounts receivable. In
December 1997, the Company transferred approximately $1.0 million of the PSA
common stock to ChoicePoint's newly established charitable foundation. During
the third quarter of 1998, PSA repurchased the PSA stock from ChoicePoint at the
original stock price under an agreement protecting ChoicePoint from a decrease
in PSA's stock price.
Note 5 Transactions With Equifax
Prior to the Spinoff, under Equifax's centralized cash management system,
short-term advances from Equifax and excess cash sent to Equifax were reflected
as inter-company debt and were included in Equifax's equity investment account
through July 31, 1997 (Note 8). As a result of the Spinoff, the net intercompany
debt at July 31, 1997, totaling $72.6 million, was repaid in the third quarter
of 1997. ChoicePoint was charged corporate costs through July 31, 1997. The
amount of corporate costs included in the accompanying consolidated statements
of income was $6.0 million in 1997. These allocations were based on an estimate
of the proportion of corporate expenses related to ChoicePoint, utilizing such
factors as revenues, number of employees, number of transactions processed, and
other applicable factors. In the opinion of management, the corporate charges
have been made on a reasonable basis and approximate all the incremental
costs ChoicePoint would have incurred had it been operating on a stand-alone
basis. These amounts have been included in selling, general, and administrative
expenses. ChoicePoint was also charged corporate interest expense through July
31, 1997 based on the relationship of its net assets to total Equifax net
assets, excluding corporate debt, in the amount of $3.6 million in 1997. This
amount was included in interest expense.
Note 6 Debt
Long-term debt at December 31, 1999 and 1998 was as follows:
(In thousands)
December 31, 1999 1998
- ------------------------------------------------------------
Credit facilities $184,000 $189,000
Other long-term debt 2,475 2,600
Capital leases 1,315 617
- ------------------------------------------------------------
187,790 192,217
Less current maturities (595) (520)
- ------------------------------------------------------------
$187,195 $191,697
============================================================
In August 1997, ChoicePoint entered into a $250.0 million unsecured
revolving credit facility (the "Credit Facility") with a group of banks. The
Credit Facility is a revolving facility expandable to $300.0 million, subject to
approval of the lenders. The commitment termination date and final maturity of
the Credit Facility will occur in August 2002.
Revolving loans under the Credit Facility bear interest at the
following rates as applicable and selected by the Company from time to time: (1)
the lender's base rate, (2) LIBOR plus the applicable margin, (3) the lender's
cost of funds plus the applicable margin, and (4) the competitive bid rate
offered by the syndicate lenders at their discretion. The applicable margins
range from .16% to .45% per annum based on ChoicePoint's leverage ratio. The
average interest rate based on the terms of the Credit Facility at December 31,
1999 and 1998 was 6.11% and 5.44%, respectively.
The Credit Facility contains covenants customary for facilities of this
type. Such covenants include limitations, in certain circumstances, on the
ability of the Company and its subsidiaries to (i) effect a change of control of
the Company, (ii) incur certain types of liens, and (iii) transfer or sell
assets. The Credit Facility also requires compliance with financial covenants,
including (i) maximum leverage and (ii) minimum fixed charge coverage.
In December 1999, ChoicePoint entered into a $100.0 million unsecured
revolving credit facility with a group of banks. This facility has a termination
date of one year, at which time the Company has the option to convert the
outstanding balance to a one-year term obligation. The Company may select from
several pricing options for borrowings under this facility, including the
lender's base rate, LIBOR plus the applicable margin, or the lender's cost of
funds plus the applicable margin. This facility is subject to the same covenants
as is the $250.0 million Credit Facility.
30
15
ChoicePoint has entered into six interest rate swap agreements (the
"swap agreements") to reduce the impact of changes in interest rates on its
floating rate long-term obligation. The swap agreements have a combined notional
amount of $175.0 million at December 31, 1999 and 1998, and mature at various
dates from 2000 to 2007. These swap agreements involve the exchange of variable
rate for fixed rate payments and effectively change the Company's interest rate
exposure to a weighted average fixed rate of 5.43% plus a credit spread. The
Company is exposed to credit loss in the event of nonperformance by the other
parties to the swap agreements. However, the Company does not anticipate
nonperformance by the counterparties.
Scheduled maturities of long-term debt subsequent to December 31, 1999
are as follows: $595,000 in 2000, $511,000 in 2001, $184.5 million in 2002,
$130,000 in 2003 and $2.1 million thereafter.
Short-term borrowings at December 31, 1998 include $5.1 million from a
line of credit with a bank. There were no short-term borrowings outstanding at
December 31, 1999.
note 7 Income Taxes
Prior to the Spinoff, the Company was included in the consolidated federal
income tax return of Equifax. ChoicePoint's provision for income taxes in the
accompanying consolidated statements of income reflects federal and state income
taxes calculated on ChoicePoint's separate income, but recognizes the impact of
unitary tax regulations of certain states on ChoicePoint as a member of the
Equifax consolidated group through July 31, 1997, the effective date of the
Spinoff.
The Company records deferred income taxes using enacted tax laws and
rates for the years in which the taxes are expected to be paid. Deferred income
tax assets and liabilities are recorded based on the differences between the
financial reporting and income tax bases of assets and liabilities. The
provision for income taxes consists of the following:
(In thousands)
Year Ended December 31, 1999 1998 1997
- ------------------------------------------------------------------------
Current:
Federal $19,123 $22,604 $18,997
State 3,305 4,392 5,463
Foreign 1,889 1,743 1,277
- ------------------------------------------------------------------------
24,317 28,739 25,737
- ------------------------------------------------------------------------
Deferred:
Federal 4,993 (1,731) (722)
State 772 326 (419)
Foreign (12) (286) (74)
- ------------------------------------------------------------------------
5,753 (1,691) (1,215)
- ------------------------------------------------------------------------
Total $30,070 $27,048 $24,522
========================================================================
The provision for income taxes is based upon income before income taxes
as follows:
(In thousands)
Year Ended December 31, 1999 1998 1997
- --------------------------------------------------------------------------
United States $63,830 $58,043 $49,917
Foreign 5,629 4,424 3,549
- --------------------------------------------------------------------------
$69,459 $62,467 $53,466
==========================================================================
The provision for income taxes is reconciled with the federal statutory
rate as follows:
Year Ended December 31, 1999 1998 1997
- ---------------------------------------------------------------------------------
Federal statutory rate 35.0% 35.0% 35.0%
State and local taxes,
net of federal tax benefit 3.8 4.9 6.1
Tax effect resulting from
foreign activities (.1) (.2) (.1)
Goodwill amortization 2.8 2.4 2.7
Other 1.8 1.2 2.2
- ---------------------------------------------------------------------------------
Overall effective rate 43.3% 43.3% 45.9%
=================================================================================
Components of the Company's deferred income tax assets and liabilities
at December 31, 1999 and 1998 are as follows:
(In thousands)
December 31, 1999 1998
- -----------------------------------------------------------------------------
Deferred income tax assets:
Postretirement benefits $ 19,984 $ 22,086
Reserves and accrued expenses 7,177 8,372
Employee compensation
programs 4,038 3,279
Other 4,175 3,080
- -----------------------------------------------------------------------------
35,374 36,817
- -----------------------------------------------------------------------------
Deferred income tax liabilities:
Purchased software, data files,
technology, and other assets (3,368) (3,391)
Depreciation (1,049) (1,494)
Deferred expenses (5,019) (3,358)
Other (2,181) (1,192)
- -----------------------------------------------------------------------------
(11,617) (9,435)
- -----------------------------------------------------------------------------
Net deferred income tax assets $ 23,757 $ 27,382
=============================================================================
31
16
Notes to Consolidated Financial Statements
ChoicePoint
Note 8 Shareholders' Equity
Stock Split - On November 24, 1999, ChoicePoint effected a two-for-one stock
split in the form of a stock dividend. Shareholders of record as of November
10, 1999 received one additional share of common stock for each share they held
on the record date. Share and per share data for all periods presented have
been adjusted to reflect the split.
Equifax Equity Investment- Prior to July 31, 1997, Equifax's equity investment
included the original investment in ChoicePoint, accumulated income of
ChoicePoint, and the net intercompany payable due to Equifax reflecting
transactions described in Note 5. The July 31, 1997 net intercompany debt
balance of $72.6 million was repaid to Equifax in the third quarter of 1997. The
$72.6 million included actual intercompany debt of $85.6 million reduced by
$13.0 million for an employee benefit obligation assumed by ChoicePoint (Note
9).
Stock Options - Prior to the Spinoff, the ChoicePoint Inc. 1997 Omnibus Stock
Incentive Plan (the "Omnibus Plan") was approved for ChoicePoint and ratified
by the shareholders in 1999. The Omnibus Plan authorizes grants of stock
options, stock appreciation rights, restricted stock, deferred shares,
performance shares and performance units for an aggregate of eight million
shares of ChoicePoint common stock. The Omnibus Plan requires options be granted
at fair market value except the options granted as replacement options under
the prior Equifax equity-based plans. In 1999, options for 1,528,967 shares
were granted at fair market value under the Omnibus Plan with a weighted average
option price of $28.27.
A summary of changes in all outstanding options and the related weighted
average exercise price per share is as follows:
DECEMBER 31, 1999 December 31, 1998 December 31, 1997
-------------------------------------------------------------------------------------------------
SHARES AVG. PRICE Shares Avg. Price Shares Avg. Price
- -------------------------------------------------------------------------------------------------------------------------------
Balance, beginning of year 3,696,172 $ 16.64 2,916,830 $ 14.23 -- --
Replacement -- -- -- -- 1,426,304 $ 8.55
Granted 1,528,967 $ 28.27 1,251,500 $ 22.03 1,523,804 $ 19.38
Canceled (256,973) $ 22.73 (398,812) $ 18.51 (11,670) $ 6.90
Exercised (189,748) $ 14.91 (73,346) $ 10.26 (21,608) $ 7.08
- -------------------------------------------------------------------------------------------------------------------------------
Balance, end of year 4,778,418 $ 20.09 3,696,172 $ 16.64 2,916,830 $ 14.23
- -------------------------------------------------------------------------------------------------------------------------------
Exercisable at end of year 1,794,973 $ 13.48 1,219,390 $ 11.36 652,768 $ 8.49
===============================================================================================================================
The following table summarizes information about stock options outstanding at
December 31, 1999:
Options Outstanding Options Exercisable
-------------------------------------------------------------------------------------------
Weighted Average
Remaining Contractual Weighted Average Weighted Average
Range of Exercise Prices Shares Life in Years Exercise Price Shares Exercise Price
- ----------------------------------------------------------------------------------------------------------------------
$ 4.11 - $14.12 1,131,454 4.94 $ 8.76 1,028,442 $ 8.60
$19.38 - $19.38 1,206,577 7.76 $19.38 581,861 $19.38
$21.88 - $27.41 1,060,487 8.13 $22.33 184,670 $22.10
$27.88 - $32.63 1,379,900 9.12 $28.29 -- --
------------------------------------------------------------------------------------------
4,778,418 7.57 $20.09 1,794,973 $13.48
==========================================================================================
Prior to the Spinoff, certain key officers of ChoicePoint were part of
an Equifax deferred bonus plan. As of the Spinoff, the ChoicePoint officers
were granted ChoicePoint restricted stock which preserved the economic benefit
of the Equifax plans. Approximately 302,000 shares of restricted stock were
granted, of which 180,000 shares are performance-based. Since the Spinoff,
additional restricted shares have been granted and as of December 31, 1999,
456,400 restricted shares were outstanding under the Omnibus Plan. The
compensation cost charged against income for restricted stock was $4.2 million
in 1999, $3.1 million in 1998, and $1.9 million in 1997.
32
17
Pro Forma Information - During 1997 the Company adopted SFAS No. 123,
"Accounting for Stock-Based Compensation." In accordance with the provisions of
SFAS No. 123, the Company elected to apply APB Opinion No. 25 and related
interpretations in accounting for its stock option plans. Accordingly, the
Company does not recognize compensation cost in connection with its stock
option plans. If the Company had elected to recognize compensation cost for
these plans based on the fair value at grant date as prescribed by SFAS No. 123,
net income and net income per share would have been reduced to the pro forma
amounts indicated in the following table:
(In thousands, except per share data)
Year Ended December 31, 1999 1998 1997
- --------------------------------------------------------------------------------------------------------------------------
SFAS NO. 123 SFAS No. 123 SFAS No. 123
REPORTED PRO FORMA Reported Pro Forma Reported Pro Forma
- --------------------------------------------------------------------------------------------------------------------------
Net income $ 39,389 $ 34,110 $ 35,419 $ 30,901 $ 28,944 $ 27,832
Pro forma net income (Note 13) -- -- -- -- 28,520 27,408
Earnings per share - basic 1.36 1.18 1.22 1.06 -- --
Earnings per share - diluted 1.30 1.13 1.18 1.03 --
Pro forma earnings per share - basic -- -- -- -- .98 .94
Pro forma earnings per share - diluted -- -- -- -- .96 .92
==========================================================================================================================
The weighted average grant date fair value per share of options
granted in 1999 and 1998 was $11.69 and $8.48, respectively.
The fair value of each option granted is estimated on the date of
grant using the Black-Scholes option pricing model with the following
assumptions:
Year Ended December 31, 1999 1998 1997
- -------------------------------------------------------------------
Dividend yield 0% 0% 0%
Expected volatility 30% 32% 30%
Risk-free interest rate 6.7% 5.6% 5.8%
Expected life in years 5.6 5.3 4.5
- -------------------------------------------------------------------
Shareholder Rights Plan - On October 29, 1997, the Company's board of directors
adopted a Shareholder Rights Plan (the "Rights Plan"). The Rights Plan contains
provisions to protect the Company's shareholders in the event of an unsolicited
offer to acquire the Company, including offers that do not treat all
shareholders equally, the acquisition in the open market of shares constituting
control without offering fair value to all shareholders, and other coercive,
unfair, or inadequate takeover bids and practices that could impair the ability
of the ChoicePoint board of directors to fully represent shareholders'
interests. Pursuant to the Rights Plan, the ChoicePoint board of directors
declared a dividend of one Share Purchase Right (a "Right") for each
outstanding share of the Company's common stock as of November 14, 1997. The
Rights will be represented by, and trade together with, the Company's common
stock. The Rights will separate upon passage of time in certain events
including the acquisition of 15% or more of the Company's common stock by a
person or group of affiliated or associated persons ("Associated Persons"). The
Rights will not become exercisable unless certain triggering events occur.
Among the triggering events will be the acquisition of 20% or more of the
Company's common stock by Associated Persons. Unless previously redeemed by the
ChoicePoint board of directors, upon the occurrence of one of the specified
triggering events, each Right that is not held by the 20% or more shareholder
will entitle its holder to purchase one share of common stock or, under certain
circumstances, additional shares of common stock at a discounted price. The
Rights will cause substantial dilution to a person or group that attempts to
acquire ChoicePoint on terms not approved by the ChoicePoint board of
directors. Thus, the Rights are intended to encourage persons who may seek to
acquire control of ChoicePoint to initiate such an acquisition through
negotiation with the board of directors.
Grantor Trusts - ChoicePoint has established two grantor trusts totaling $11.4
million plus accumulated interest earnings. The funds in the grantor trusts
are used to purchase ChoicePoint common stock in the open market as previ-
ously approved by the board of directors for distribution under its various
compensation and benefit plans. Funds from the grantor trusts totaling $11.4
million have been used to purchase 467,600 shares of ChoicePoint common stock,
which are reflected as stock held by employee benefit trusts, at cost, in the
December 31, 1999 balance sheet. Approximately $587,000 of cash remains in the
grantor trusts at December 31, 1999 and is included in cash and cash
equivalents in the accompanying consolidated balance sheets.
33
18
Notes to Consolidated Financial Statements
ChoicePoint
note 9 Employee Benefits
Equifax Plans - Historically, the Company had participated in the Equifax United
States Retirement Income Plan, a non-contributory defined benefit qualified
retirement plan and in Equifax's retirement savings plan, a plan that provided
for annual contributions at the discretion of the board of directors. Total
expense allocated to ChoicePoint for these plans through the Spinoff and
included in the Company's financial results was $1.5 million in 1997.
ChoicePoint has not adopted a defined benefit plan for its employees but has
instead adopted a profit sharing plan, as described below, prior to the Spinoff.
401(k) Profit Sharing Plan - ChoicePoint adopted a 401(k) profit sharing plan,
under which eligible Company employees may contribute up to 16% of their
compensation. ChoicePoint intends to make matching contributions in the form of
ChoicePoint common stock equal to a minimum of 25% of employee contributions up
to the first 6% of an employee's contributions. The match made on eligible
employee contributions for 1999 and 1998 was 55% in each year. Employee
contributions will be invested in one of the available investment funds, as
selected by the employee. Matching contributions will be invested in the
ChoicePoint stock fund. ChoicePoint may make additional contributions based on
achievement of targeted performance levels. The expense for the 401(k) profit
sharing plan was $2.7 million in 1999, $3.1 million in 1998 and $1.9 million in
1997.
As a result of the Spinoff, ChoicePoint assumed an obligation to
contribute to a defined contribution plan for certain ChoicePoint employees.
The additional benefits are intended to offset the adverse impact of
transitioning out of a defined benefit pension plan and represent the present
value of the estimated future contributions. In exchange for this obligation,
Equifax made a capital contribution to ChoicePoint in the amount of $13.0
million and ChoicePoint's intercompany liability to Equifax was reduced
accordingly. In 1999, 1998 and 1997, $1.8 million, $2.0 million and $0,
respectively, was included in the Company's financial results and contributed
to the 401(k) profit sharing plan to offset the adverse impact of transitioning
out of the defined benefit plan.
Postretirement Benefits - The Company provides certain health care and life
insurance benefits for eligible retired employees. Health care benefits are
provided through a trust, while life insurance benefits are provided through an
insurance company. The Company accrues the cost of providing postretirement
benefits for medical and life insurance coverage over the active service period
of each employee.
The following table presents a reconciliation of the changes in the
plan's benefit obligations and fair value of assets at December 31, 1999 and
1998:
(in thousands)
December 31, 1999 1998
- ------------------------------------------------------------------------------
Change in benefit obligation:
Obligation at beginning of year $ 52,829 $ 56,191
Service cost 728 807
Interest cost 3,308 3,886
Actuarial gain (9,742) (2,867)
Benefit payments (4,726) (5,188)
- ------------------------------------------------------------------------------
Obligation at end of year 42,397 52,829
- ------------------------------------------------------------------------------
Change in plan assets:
Fair value of plan assets at
beginning of year 0 0
Employer contributions 4,726 5,188
Benefit payments (4,726) (5,188)
- ------------------------------------------------------------------------------
Fair value of plan assets
at end of year 0 0
- ------------------------------------------------------------------------------
Funded status:
Funded status at end of year
and net amount recognized (42,397) (52,829)
Unrecognized prior service cost (8,084) (12,958)
Unrecognized (gain) loss (901) 8,936
- ------------------------------------------------------------------------------
Net amount recognized (51,382) (56,851)
Less current portion (3,600) (3,600)
- ------------------------------------------------------------------------------
Accrued benefit cost $ (47,782) $ (53,251)
==============================================================================
The current portion is included in other current liabilities in the
accompanying consolidated balance sheets.
Net periodic postretirement benefit expense includes the following
components:
(In thousands)
Year Ended December 31, 1999 1998 1997
- ------------------------------------------------------------------
Service cost $ 728 $ 807 $ 907
Interest cost on
accumulated
benefit obligation 3,308 3,886 4,008
Amortization of prior
service cost (2,728) (1,879) (2,308)
Amortization of losses 262 0 28
Curtailment gain (2,146) 0 0
- ------------------------------------------------------------------
Net periodic post-
retirement benefit
(income) expense $ (576) $ 2,814 $ 2,635
==================================================================
Due to the divesture of the field businesses in December 1998 (Note 4), a
curtailment gain was recognized effective January 1, 1999 after participant
benefit elections had been made.
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19
The following are weighted average assumptions used in the computation
of postretirement benefit expense and the related obligation:
Year Ended December 31, 1999 1998 1997
- -----------------------------------------------------------------------
Discount rate used to
determine accumulated
postretirement benefit
obligation at December 31 8.00% 6.75% 7.25%
Initial health care cost
trend rate 9.0% 9.5% 10.0%
Ultimate health care cost
trend rate 6.00% 6.00% 6.00%
Year ultimate health care
cost trend rate reached 2005 2005 2005
=======================================================================
If the health care cost trend rate were increased 1% for all future
years, the accumulated postretirement benefit obligation as of December 31, 1999
would have increased 7.0%. The effect of such a change on the aggregate of
service and interest cost for 1999 would have been an increase of 6.9%. If the
health care cost trend rate were decreased 1% for all future years, the
accumulated post-retirement benefit obligation as of December 31, 1999 would
have decreased 6.0%. The effect of such a change on the aggregate of service and
interest cost for 1999 would have been a decrease of 6.0%.
The Company continues to evaluate ways in which it can better manage
these benefits and control its costs. Any changes in the plan, revisions to
assumptions, or changes in the Medicare program that affect the amount of
expected future benefits may have a significant effect on the amount of the
reported obligation and future annual expense.
note 10 Commitments And Contingencies
Leases - The Company's operating leases involve principally office space and
office equipment. Rental expense relating to these leases was $11.2 million in
1999, $12.8 million in 1998, and $14.8 million in 1997.
Future minimum payment obligations for noncancelable operating leases
exceeding one year, net of subleases, are as follows as of December 31, 1999:
(In thousands)
Year Amount
- ------------------------------------------------
2000 $ 8,231
2001 7,344
2002 5,140
2003 3,905
2004 3,004
Thereafter 3,749
- ------------------------------------------------
$31,373
================================================
Lease Agreement - The Company has entered into a $26.7 million operating lease
agreement for an office facility in Alpharetta, Georgia. The initial term of the
lease is ten years at which time the Company has the following three options: to
renew for an additional five years, to purchase at original cost, or to remarket
the property.
Change in Control Provisions in Employment Agreements - The Company has entered
into employment agreements with certain executive officers which provide
severance pay and benefits in the event of a "change in control" of ChoicePoint.
At December 31, 1999, the maximum contingent liability under the agreements or
plans was approximately $30.4 million. In addition, the Company's restricted
stock and stock option plans provide that all outstanding grants under the
Omnibus Plan shall become fully vested.
Litigation - A limited number of lawsuits seeking damages are brought against
the Company each year. The Company provides for estimated legal fees and
settlements relating to pending lawsuits. In the opinion of management, the
ultimate resolution of these matters will not have a materially adverse effect
on the Company's financial position, liquidity, or results of operations. The
accrued liability for litigation at December 31, 1999 and 1998 was $1.9 million
and $2.8 million respectively, and is included in other current liabilities in
the accompanying consolidated balance sheets.
note 11 Unusual Items
Unusual items of $1.6 million in 1999 relate primarily to asset impairments of
$732,000, severance costs of $451,000, and other one-time costs of $400,000.
Unusual items of $3.8 million in 1998 include $2.1 million for the write-down of
a noncompete agreement and $1.7 million for the write-down of certain software
and database assets and severance expenses. Unusual items of $6.2 million in
1997 include approximately $1.8 million of charges related to Spinoff expenses
and approximately $4.4 million for write-downs of certain assets in the
Company's labor intensive field business and its commercial P&C software
company. All accruals associated with unusual items have been utilized as of
December 31, 1999.
35
20
Notes to Consolidated Financial Statements
ChoicePoint
note 12 Segment Disclosures
ChoicePoint operates in two reportable segments: Insurance Services
("Insurance") and Business & Government Services ("B&G"). See Note 1 for a
description of each service group. The accounting policies of the segments are
the same as those described in Note 3. Revenue and operating income for the
years ended December 31, 1999, 1998, and 1997 for the two service groups were
as follows:
December 31, 1999 December 31, 1998 December 31, 1997
------------------------------------ ----------------------------------- -----------------------------------
Operating Operating Operating
Income Income Income
Before Before Before
Operating Acquisition Operating Acquisition Operating Acquisition
(In thousands) Revenue Income Amortization Revenue Income Amortization Revenue Income Amortization
- -----------------------------------------------------------------------------------------------------------------------------------
Insurance $264,834 $ 100,475 $ 103,500 $246,463 $ 86,092 $ 88,817 $214,386 $ 72,908 $ 76,660
B&G 164,958 13,670 26,093 103,488 5,486 14,170 80,193 5,555 12,333
Divested and
Discontinued 351 (855) (855) 56,524 1,199 1,199 122,742 6,410 6,410
Corporate -- (33,619) (33,619) -- (27,611) (27,611) -- (32,587) (32,587)
Unusual items
(Note 11) -- (1,583) (1,583) -- (3,758) (3,758) -- (6,209) (6,209)
- -----------------------------------------------------------------------------------------------------------------------------------
Total $430,143 $ 78,088 $ 93,536 $406,475 $ 61,408 $ 72,817 $417,321 $ 46,077 $ 56,607
===================================================================================================================================
Corporate expenses represent costs of support functions, incentives,
and profit sharing that benefit both segments. Acquisition amortization includes
goodwill and other intangible amortization related to acquisitions.
Depreciation and amortization for the years ended December 31, 1999,
1998, and 1997 were as follows:
(In thousands)
December 31, 1999 1998 1997
- -----------------------------------------------------
Insurance $15,260 $14,046 $13,592
B&G 20,217 14,247 12,525
Divested and
Discontinued 45 804 1,521
Corporate 2,391 1,935 --
- -----------------------------------------------------
Total $37,913 $31,032 $27,638
=====================================================
ChoicePoint's balance sheets are generally managed on a consolidated
basis and therefore it is impracticable to report assets by segment.
Substantially all of the Company's operations are located in the United States
and no one customer represents more than 10% of total operating revenue.
note 13 Pro Forma Consolidated
Financial Data (Unaudited)
The following unaudited pro forma consolidated net income and pro forma earnings
per share present the consolidated results of operations of ChoicePoint assuming
that the Spinoff had been completed as of the beginning of 1997. Historical
earnings per share prior to 1997 are not presented since the companies that
comprise ChoicePoint were majority owned subsidiaries of Equifax or one of its
affiliates, and were recapitalized as part of the Spinoff.
The information presented below is not necessarily indicative of the
results that could have been achieved by ChoicePoint as an independent company
or of results which may occur in the future.
(In thousands, except per share data) 1997
- ------------------------------------------------------------
Historical net income $ 28,944
Pro forma adjustments - net of taxes:
Reversal of interest expense from Equifax(a) 2,165
Incremental interest expense(b) (2,589)
- ------------------------------------------------------------
Pro forma net income $ 28,520
- ------------------------------------------------------------
Pro forma weighted average shares - basic(c) 29,190
- ------------------------------------------------------------
Pro forma earnings per share - basic $ .98
- ------------------------------------------------------------
Pro forma weighted average shares - diluted(c) 29,782
- ------------------------------------------------------------
Pro forma earnings per share - diluted $ .96
============================================================
Following are the pro forma adjustments to the accompanying pro forma
consolidated net income:
(a) To eliminate the $3.6 million ($2.2 million net of tax) corporate
interest expense for the year ended December 31, 1997 charged to
ChoicePoint. Equifax charged interest expense through the effective
date of the Spinoff - July 31, 1997.
(b) To record $4.3 million ($2.6 million net of tax) for the year ended
December 31, 1997 of interest expense on borrowings to fund the
repayment of net intercompany debt owed to Equifax, the repayment of
$29.0 million of Equifax debt assumed by ChoicePoint, and interest on
borrowings to fund $10.0 million for two ChoicePoint grantor trusts.
The interest expense also includes interest for borrowings for the CDB
Infotek acquisition. An interest rate of 6.5% is assumed on the
borrowings.
(c) Pro forma weighted average shares outstanding prior to the Spinoff is
based on the number of ChoicePoint shares issued and outstanding,
including restricted stock, on the date of the Spinoff (August 7, 1997)
adjusted for the 1999 stock split (Note 8). The pro forma weighted
average shares - diluted also include the dilutive effect of stock
options.
36
21
note 14 Quarterly Financial Summary (Unaudited)
Following is a summary of the unaudited interim results of operations for each
quarter in the years ended December 31, 1999 and 1998:
(In thousands, except per share data) First Quarter Second Quarter Third Quarter Fourth Quarter Total
- ----------------------------------------------------------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31, 1999
REVENUE $ 99,684 $ 107,979 $ 110,513 $ 111,967 $ 430,143
OPERATING INCOME 15,837 19,136 21,163 21,952 78,088
NET INCOME 8,955 9,204 10,316 10,914 39,389
EARNINGS PER SHARE - DILUTED .30 .31 .34 .36 1.30
Year Ended December 31, 1998
Revenue $ 94,550 $ 106,702 $ 101,887 $ 103,336 $ 406,475
Operating income 15,010 16,484 16,242 13,672 61,408
Net income 7,578 8,312 8,188 11,341 35,419
Earnings per share - diluted .25 .27 .28 .38 1.18
==================================================================================================================================
Operating income in the first quarter of 1999 was reduced by $1.6
million of charges for unusual items (Note 11). The gain on sale of the
business unit (Note 4), largely offset by the unusual items discussed above,
positively impacted net income in the first quarter of 1999. The net effect of
these two items on the 1999 first quarter net income was $549,000 or $.02 per
share. Operating income decreased in the fourth quarter of 1998 due to $3.8
million of charges for unusual items (Note 11). The gain on the sale of a
business unit (Note 4), largely offset by the unusual items discussed above,
positively impacted net income in the fourth quarter of 1998. The net effect of
these two items on the 1998 fourth quarter net income was $3.0 million or $.10
per share.
note 15 Subsequent Events
In January 2000, the Company acquired Statewide Data Services, Inc., a
provider of direct marketing services to the property and casualty insurance
market, and National Safety Alliance, Incorporated, a third-party administrator
of drug tests. Total purchase price of the acquisitions was approximately $76.0
million plus acquisition costs and working capital adjustments. The
acquisitions will be accounted for as purchases.
In February 2000, the Company entered into a definitive purchase
agreement with DBT Online, Inc. ("DBT") to acquire all of the outstanding
capital stock of DBT with newly issued shares of ChoicePoint common stock in a
transaction to be accounted for as a pooling-of-interests. Per the agreement,
DBT shareholders will receive 0.525 shares of ChoicePoint stock for every share
of DBT. The Company estimates that approximately 11 million shares of new
ChoicePoint stock will be issued. The agreement, which is subject to
shareholder approval and regulatory reviews, is expected to be effective
sometime in the second quarter of 2000.
37
22
Shareholder Information
ChoicePoint
General Information
For more information about ChoicePoint, our products
and services, employment opportunities, and current
events at the Company, call us at 770-752-6000 or visit
our website at: http://www.choicepoint.net
Investor Information
To obtain copies of the Company's Form 10-K, Form 10-Q or quarterly earnings
releases, please contact:
Kelly McLoughlin
Investor Relations
investors@choicepoint.net
ChoicePoint Inc.
1000 Alderman Drive
Alpharetta, Georgia 30005
or call 770-752-4050
Financial reports can also be accessed on our website at
http://www.choicepoint.net
Analyst Coverage
ABN-Amro Incorporated; CIBC World Markets Corp.;
Cochran Caronia Securities, Inc.; Raymond James &
Associates, Inc.; SunTrust Equitable Securities; The
Robinson-Humphrey Company, LLC; Tucker Anthony
Cleary Gull; U.S. Bancorp Piper Jaffray Inc.; Warburg Dillon
Read LLC
Market Information
ChoicePoint shares began regular trading on the New York Stock Exchange on
August 8, 1997 under the symbol CPS. As of March 1, 2000, the approximate
number of shareholders of record was 4,947 for common stock. No cash dividends
have been paid. The Company does not anticipate paying any cash dividends on
its common stock in the near future.
Quarterly Activity
ChoicePoint opened trading on August 8, 1997 at $17.88. High and low sales
prices for each quarter since trading began follow.
Stock prices have been adjusted for a two-for-one stock split effective in
November 1999.
1997 High Low
- --------------------------------------------------------------------------------------------
Third quarter(*) $19.31 $15.38
Fourth quarter 24.06 17.50
(*)Includes third quarter since the Spinoff
1998 High Low
- --------------------------------------------------------------------------------------------
First quarter $28.25 $20.88
Second quarter 29.38 23.66
Third quarter 25.25 18.69
Fourth quarter 32.25 20.50
1999 High Low
- --------------------------------------------------------------------------------------------
First quarter $32.09 $22.69
Second quarter 34.13 24.00
Third quarter 35.63 29.50
Fourth quarter 41.94 30.19
Independent Public Accountants
Arthur Andersen LLP
Atlanta, Georgia
Transfer Agent and Registrar
SunTrust Bank, Atlanta
P.O. Box 4625
Atlanta, Georgia 30302
Trademarks
ChoicePoint, its logo, ChoicePoint Link, Vendor Screen, Qualifier.net,
SearchPointe, IntroScan, ChoiceDocs, and Intellisys are trademarks of
ChoicePoint Inc.
39