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EXHIBIT 13
ChoicePoint
2000 Annual Report
FINANCIAL HIGHLIGHTS*
(In thousands, except per share and
employee data) 2000 1999 1998 1997 1996
-------- -------- -------- -------- --------
Revenue $593,533 $507,858 $466,132 $460,661 $390,970
FINANCIAL INFORMATION EXCLUDING MERGER-RELATED
COSTS, UNUSUAL ITEMS AND GAIN ON SALE:
Operating income 119,002 83,157 72,850 60,067 48,423
Net income 64,402 42,179 39,380 30,672 23,720
EPS, diluted ** 1.02 0.69 0.65 0.52 N/A
FINANCIAL INFORMATION INCLUDING MERGER-RELATED
COSTS, UNUSUAL ITEMS AND GAIN ON SALE:
Operating income 90,053 80,757 69,092 53,858 48,423
Net income 43,822 42,197 42,315 35,045 23,720
EPS, diluted ** 0.69 0.69 0.70 0.59 N/A
Total assets 704,439 667,780 623,165 442,126 328,306
Long-term debt, less current
maturities 141,638 187,195 191,697 95,457 4,124
Total shareholders' equity 401,069 319,309 243,465 204,328 215,259
EBITDA*** 172,621 131,745 112,522 93,744 70,212
Employees (full-time equivalents) 4,200 4,000 3,800 3,900 4,800
*All financial information has been restated to reflect the merger of
ChoicePoint and DBT Online, Inc., which has been accounted for as a pooling of
interests, and the stock splits effective November 24, 1999, and March 7, 2001.
See Management's Discussion and Analysis of Financial Results for further
details.
**Historical EPS for 1996 is not presented since the companies that
comprise ChoicePoint were majority-owned subsidiaries of Equifax Inc. or one of
its affiliates and were recapitalized as part of the Spinoff. EPS for 1997
assumes pro forma diluted shares outstanding of 59.2 million due to the Spinoff
in August 1997.
***EBITDA represents earnings before interest, taxes, depreciation and
amortization, excluding merger-related costs, unusual items and gain on sale.
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MANAGEMENT'S DISCUSSION AND ANALYSIS
OVERVIEW
ChoicePoint Inc., a Georgia corporation ("ChoicePoint" or the "Company"), is a
leading provider of identification and credential verification services for
making smarter decisions in today's fast-paced world. 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, claims and marketing processes by
property and casualty and life insurers. The Business & Government Services
group provides information products and services and direct marketing primarily
to Fortune 1000 corporations and federal, state and local government agencies.
On May 16, 2000, ChoicePoint completed a merger (the "Merger") with DBT
Online, Inc. ("DBT"). The Merger has been accounted for as a pooling of
interests, and accordingly, all prior period consolidated financial statements
have been restated to include the combined results of operations, financial
position and cash flows of DBT.
RESULTS OF OPERATIONS
Revenue and operating income for the years ended December 31, 2000, 1999 and
1998 were as follows:
(In thousands)
Year Ended December 31 2000 1999 1998
---------- ---------- ----------
Revenue:
Insurance Services $ 294,752 $ 255,814 $ 236,619
Business & Government Services 292,417 236,454 156,509
Royalty 6,364 6,219 6,636
Divested and discontinued product lines -- 9,371 66,368
---------- ---------- ----------
Revenue $ 593,533 $ 507,858 $ 466,132
---------- ---------- ----------
Operating income:
Insurance Services $ 113,386 $ 95,585 $ 81,949
Business & Government Services 45,315 13,673 9,267
Royalty 3,804 3,483 3,903
Divested and discontinued product lines -- 4,035 5,342
Corporate and shared expenses (43,503) (33,619) (27,611)
---------- ---------- ----------
Operating income before merger-related
costs and unusual items 119,002 83,157 72,850
Merger-related costs and unusual items (28,949) (2,400) (3,758)
---------- ---------- ----------
Operating income $ 90,053 $ 80,757 $ 69,092
---------- ---------- ----------
REVENUE
The Company's revenue grew 17% and 9% in 2000 and 1999, respectively.
CONSOLIDATED INTERNAL REVENUE GROWTH, which excludes the effect of revenue from
purchased acquisitions and divestitures, was approximately 13% in 2000 and 1999.
Revenue growth in 2000 resulted primarily from strong unit increases across the
majority of product lines. Insurance Services' revenue from personal lines and
the commercial software business and Business & Government Services' revenue
from workplace solutions, public records and the direct marketing business
exhibited strong growth in 2000; offset partially by the decline in laboratory
testing volume as a result of the continuing effect of Triple-X legislation on
the life insurance market (discussed in more detail on page 19). Excluding the
effect of laboratory services, internal growth was 15% in 2000. Consolidated
internal revenue growth in 1999 was primarily a result of strong performance in
personal lines products and laboratory services.
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OPERATING INCOME
CONSOLIDATED OPERATING INCOME BEFORE MERGER-RELATED COSTS AND UNUSUAL ITEMS
increased to $119.0 million in 2000 from $83.2 million in 1999 and $72.9 million
in 1998. Acquisition amortization, which includes goodwill and other intangible
amortization related to acquisitions, was $20.2 million in 2000, $17.1 million
in 1999 and $12.3 million in 1998. Operating margins (excluding the effects of
merger-related costs and unusual items) were 20% in 2000, 16.4% in 1999 and
15.6% in 1998. The improvement in margins from 1999 to 2000 was as a result of
the strong revenue performance discussed above, cost synergies realized in the
integration of DBT into the Company's public records business and continued
focus on improving cost efficiencies. Consolidated operating income after
merger-related costs and unusual items was $90.1 million in 2000, $80.8 million
in 1999 and $69.1 million in 1998.
CORPORATE AND SHARED EXPENSES included in selling, general and administrative
costs represent costs of support functions, research and development
initiatives, incentives and profit sharing that benefit both Insurance Services
and Business & Government Services. The increase to $43.5 million in 2000 from
$33.6 million in 1999 and $27.6 million in 1998 is primarily due to the increase
in compensation expense recognized under employee stock plans and incentives,
additional research and development costs for e-commerce initiatives, the
Company's corporate branding campaign and additional resources to support the
growth of the Company.
MERGER-RELATED COSTS AND UNUSUAL ITEMS of $28.9 million in 2000 primarily relate
to the Merger with DBT and asset impairments. Merger-related costs and unusual
items of $2.4 million in 1999 relate primarily to costs incurred by DBT in DBT's
merger with I.R.S.C., Inc. and asset impairments. Asset impairment write-downs
included in unusual items in 1998 were $3.8 million (Note 10).
BUSINESS UNITS
ChoicePoint's businesses are focused on two primary markets - Insurance Services
and Business & Government Services.
REVENUE FROM INSURANCE SERVICES was $294.8 million, $255.8 million and $236.6
million in 2000, 1999 and 1998, respectively. Insurance Services' major
offerings include claims history data, motor vehicle records, credit information
and marketing and modeling services to the personal lines property and casualty
market; 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.
In 2000, revenue from Insurance Services grew $38.9 million, or 15%, to $294.8
million, driven by strong unit performance in personal lines products and
continued volume growth from the sales of WindowsTM-based products in the
commercial software business. This growth was partially offset by a decline in
laboratory services due to the continuing effect of Triple-X legislation on the
life insurance market which was effective January 1, 2000. Triple-X is an
insurance regulation dealing with reserve requirements for guaranteed premium
term life insurance policies and was passed by most states as of January 1,
2000. This drove laboratory services volume significantly higher in the fourth
quarter of 1999 and the first quarter of 2000.
During 2000, the Company acquired Statewide Data Services, Inc., Practical
Computer Concepts, Inc. d/b/a Fraud Defense Network, VIS'N Service Corporation
and RRS Police Records Management, Inc. Comparable internal growth in Insurance
Services excluding these acquisitions and the divestiture of ChoicePoint
Limited, the Company's United Kingdom-based insurance services division, was
10%. Excluding the effect of laboratory services, internal growth in Insurance
Services was 14% over 1999. In 1999, revenue growth in personal line products
and laboratory services was due to strong unit sales growth, the introduction of
new laboratory testing alternatives and the impact of the Triple-X legislation.
Insurance Services had 2000 OPERATING INCOME of $113.4 million resulting in a
RECORD OPERATING MARGIN of 38.5% during 2000, compared with 37.4% in 1999 and
34.6% in 1998, primarily as a result of the revenue growth discussed above and
continued focus on improving cost efficiencies. Excluding acquisition
amortization, operating margins were 40.1%, 38.5% and 35.8% in 2000, 1999 and
1998, respectively.
REVENUE FROM BUSINESS & GOVERNMENT SERVICES was $292.4 million, $236.5 million
and $156.5 million in 2000, 1999 and 1998, respectively. Major offerings include
pre-employment background screenings and drug testing
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administration services, public record searches, credential verification, due
diligence information, uniform commercial code searches and filings, database
marketing services and people and shareholder locator information services.
Revenue from Business & Government Services increased $56.0 million, or 24%, to
$292.4 million in 2000, primarily due to strong volume growth in workplace
solutions, public records and the direct marketing business. During 2000, NSA
Resources, Inc., Cat Data Group, LLC and Drug Free Consortium, Inc. were
acquired. Comparable internal revenue growth for Business & Government Services
excluding these acquisitions was 16% over the prior year. In 1999, overall
revenue growth was primarily a result of acquisitions and strong volume growth
in workplace solutions and public records.
Business & Government Services had record OPERATING INCOME in 2000 of $45.3
million resulting in an OPERATING MARGIN of 15.5% during 2000 compared with 5.8%
in 1999 and 5.9% in 1998, primarily as a result of the revenue growth discussed
above and cost synergies realized in the integration of DBT into the Company's
public records business. Excluding acquisition amortization, operating margins
were 20.8%, 11.7% and 12.0% in 2000, 1999 and 1998, respectively.
ROYALTY REVENUE FROM LASER TECHNOLOGY PATENTS held by the Company increased
slightly to $6.4 million in 2000 from $6.2 million in 1999 and down from $6.6
million in 1998 due to the expiration of patents. The remaining patents
underlying this revenue expire between November 2004 and May 2005 (Note 3).
DIVESTED AND DISCONTINUED PRODUCT LINES include the operating results from
ChoicePoint Limited, the Company's United Kingdom-based insurance division sold
in January 2000, and the life and health insurance field underwriting services
and insurance claim investigation services sold in December 1998 (Note 4).
GAIN ON SALE, INTEREST EXPENSE AND INCOME TAXES
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 $11.7 million, $9.5 million and $5.4 million in 2000, 1999
and 1998, respectively. Interest expense for 2000, 1999 and 1998 is net of
interest income from short-term investments of $882,000, $1.7 million and $2.3
million, respectively. Interest expense for 1999 is also 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).
ChoicePoint's overall effective tax rates were 40.0% (44.0% including the effect
of merger-related costs and unusual items) in 2000, 42.8% in 1999 and 41.6% in
1998. The decrease in effective tax rates from 1999 to 2000 is primarily due to
implementation of state and local tax planning initiatives.
FINANCIAL CONDITION AND LIQUIDITY
CASH PROVIDED BY OPERATIONS increased from $101.7 million in 1999 to $110.2
million in 2000. This increase was primarily attributable to the increase in net
income, as adjusted for depreciation and amortization and decreased accounts
receivable. During 2000, ChoicePoint continued to invest in future growth and
used $110.4 million for acquisitions, $14.5 million for property and equipment
and $16.5 million for other asset additions (primarily software developed for
internal use, purchased data files, software and software developed for external
use). In 1999, ChoicePoint used $87.8 million for investing activities,
including $43.9 million for acquisitions, $33.6 million for additions to other
assets and $18.7 million for additions to property and equipment. The Company
anticipates CAPITAL EXPENDITURES in the range of $45 million to $50 million in
2001, which will be used primarily for the development of a new public records
technology platform, system upgrades and other assets, including capitalized
software development, purchased data files and software.
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 5). Borrowings under the
Credit Facility decreased from $184.0 million at December 31, 1999 to $139.0
million at December 31, 2000 due primarily to positive cash flows from
operations. ChoicePoint may use additional
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borrowings under the Credit Facility to finance acquisitions and for general
corporate cash requirements. ChoicePoint may also utilize lines of credit with
two banks for overnight borrowings; however, no such borrowings were outstanding
at December 31, 2000 or 1999.
EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION AND AMORTIZATION ("EBITDA")
EXCLUDING MERGER-RELATED COSTS AND UNUSUAL ITEMS increased $40.9 million, or
31%, to $172.6 million for 2000. EBITDA margins increased from 25.9% in 1999 to
a record 29.1% in 2000 due to ChoicePoint's strong operating performance. 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 $11.7 million in 2000, $9.5 million in 1999 and $5.4
million in 1998. Interest expense includes interest on the revolving Credit
Facility discussed above. ChoicePoint has entered into two interest rate swap
agreements to reduce the impact of changes in interest rates on its floating
rate long-term obligations (Note 5).
ECONOMIC VALUE ADDED ("EVA") measures the value created in excess of the cost of
capital used to run the business. The Company uses EVA as a performance measure
to make operational, capital and compensation decisions. EVA increased $14.4
million in 2000 due primarily to strong operating results. EVA includes a charge
for "pooling goodwill" related to the Merger of approximately $32.5 million.
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
The Company acquired BTi Employee Screening Services, Inc., an experienced
pre-employment background screening organization, and ABI Consulting, Inc., a
third-party administrator of employee drug testing programs, in January 2001.
The total purchase price of the acquisitions was approximately $25.0 million
plus acquisition costs and working capital adjustments. The acquisitions will be
accounted for as purchases.
On January 31, 2001, ChoicePoint announced a three-for-two stock split in the
form of a stock dividend effective March 7, 2001 for shareholders of record as
of February 16, 2001. Share and per share data for all periods presented have
been adjusted to reflect the split.
NEW ACCOUNTING PRONOUNCEMENT
In June 2000, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") No. 138 that amends the accounting
and reporting of derivatives under SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities," ("SFAS No. 133") to exclude, among other
things, contracts for normal purchases and sales. SFAS No. 133 establishes
accounting and reporting standards for derivative instruments and for hedging
activities. It requires that an entity recognize all derivatives as either
assets or liabilities on its balance sheet and measure those instruments at fair
value. The accounting for changes in the fair value of a derivative depends on
the intended use of the derivative and the resulting designation. The Company
will be required to adopt SFAS No. 133 in 2001. Management has evaluated the
effect of this statement on the Company's derivative instruments which are its
interest rate swaps designated as hedges against its long-term obligations. Due
to the effectiveness of the swaps, the impact of such adjustments to fair value
is expected to be reported in other comprehensive income with no material impact
to net income.
FORWARD-LOOKING STATEMENTS
Certain written and oral statements made by or on behalf of the Company may
constitute "forward-looking statements" as defined under the Private Securities
Litigation Reform Act of 1995. Words or phrases such as "should result," "are
expected to," "we anticipate," "we estimate," "we project," or similar
expressions are intended to identify forward-looking statements. These
statements are subject to certain risks and uncertainties that could cause
actual results to differ materially from those expressed in any forward-looking
statements. These risks and
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uncertainties include, but are not limited to, the following important factors:
demand for the Company's services, product development, maintaining acceptable
margins, ability to control costs, the impact of federal, state and local
regulatory requirements on the Company's business, specifically the public
records market and privacy matters affecting the Company; the impact of
competition and the uncertainty of economic conditions in general. Additional
information concerning these risks and uncertainties is contained in the
Company's filings with the Securities and Exchange Commission, including the
Company's Annual Report on Form 10-K for the year ended December 31, 2000.
Readers are cautioned not to place undue reliance on forward-looking statements,
since the statements speak only as of the date that they are made, and the
Company undertakes no obligation to publicly update these statements based on
events that may occur after the date of this report.
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REPORT OF MANAGEMENT
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/ Michael S. Wood /s/ David E. Trine
Chief Financial Officer Treasurer and Corporate Controller
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To ChoicePoint Inc.:
We have audited the accompanying consolidated balance sheets of
ChoicePoint Inc. (a Georgia corporation) and subsidiaries as of December 31,
2000 and 1999 and the related consolidated statements of income, shareholders'
equity and cash flows for each of the three years in the period ended December
31, 2000. 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 did not audit the 1999 and 1998 consolidated
financial statements of DBT Online, Inc. and subsidiaries, a company acquired
during 2000 in a transaction accounted for as a pooling of interests as
discussed in Note 2. Such statements are included in the consolidated financial
statements of ChoicePoint Inc. and reflect total assets of 20% as of December
31, 1999 and total revenue of 15% and 13% for each of the years in the two-year
period ended December 31, 1999 of the related consolidated totals. These
statements were audited by other auditors whose report has been furnished to us,
and our opinion, insofar as it relates to the amounts included for DBT Online,
Inc. and subsidiaries, is based solely on the report of the other auditors.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. 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 and the report of other
auditors provide a reasonable basis for our opinion.
In our opinion, based on our audits and the report of the other
auditors, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of ChoicePoint Inc. and
subsidiaries as of December 31, 2000 and 1999 and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 2000 in conformity with accounting principles generally accepted in
the United States.
/s/ Arthur Andersen LLP
Atlanta, Georgia
February 16, 2001
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CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)
Year Ended December 31, 2000 1999 1998
-------- -------- --------
Revenue $593,533 $507,858 $466,132
-------- -------- --------
Costs and expenses:
Cost of services 343,994 312,976 296,312
Selling, general and administrative 130,537 111,725 96,970
Merger-related costs and unusual items 28,949 2,400 3,758
-------- -------- --------
Total costs and expenses 503,480 427,101 397,040
-------- -------- --------
Operating income 90,053 80,757 69,092
Gain on sale of businesses, net -- 2,513 8,807
Interest expense, net 11,743 9,486 5,418
-------- -------- --------
Income before income taxes 78,310 73,784 72,481
Provision for income taxes 34,488 31,587 30,166
-------- -------- --------
Net income $ 43,822 $ 42,197 $ 42,315
======== ======== ========
Earnings per share - basic (Notes 3 and 7) $ 0.73 $ 0.72 $ 0.72
Weighted average shares - basic 59,871 58,596 58,511
Earnings per share - diluted (Notes 3 and 7) $ 0.69 $ 0.69 $ 0.70
Weighted average shares - diluted 63,104 61,193 60,462
The accompanying notes are an integral part of these consolidated financial
statements.
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CONSOLIDATED BALANCE SHEETS
(In thousands, except par values)
December 31, 2000 1999
- --------------------------------- ---------- ----------
Assets
Current assets:
Cash and cash equivalents $ 44,909 $ 73,101
Accounts receivable, net of allowance for doubtful accounts of $5,787 in 2000 and
$4,670 in 1999 109,709 111,459
Short-term investments -- 16,500
Deferred income tax assets 7,788 8,595
Other current assets 15,923 13,508
---------- ----------
Total current assets 178,329 223,163
Property and equipment, net 68,792 70,391
Goodwill, net 370,232 284,123
Deferred income tax assets 10,244 13,582
Other 76,842 76,521
---------- ----------
Total Assets $ 704,439 $ 667,780
========== ==========
Liabilities and Shareholders' Equity
Current liabilities:
Short-term debt and current maturities of long-term debt $ 638 $ 595
Accounts payable 31,123 34,738
Accrued salaries and bonuses 29,919 20,902
Other current liabilities 44,659 50,637
---------- ----------
Total current liabilities 106,339 106,872
Long-term debt, less current maturities 141,638 187,195
Postretirement benefit obligations 45,844 47,782
Other long-term liabilities 9,549 6,622
---------- ----------
Total liabilities 303,370 348,471
---------- ----------
Commitments and contingencies (Note 9) 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 - 61,566 in 2000
and 60,165 in 1999 6,157 6,017
Paid-in capital 258,796 221,382
Retained earnings 147,626 103,804
Cumulative other comprehensive income (92) (476)
Stock held by employee benefit trusts, at cost, 701 shares in 2000 and 1999 (11,418) (11,418)
---------- ----------
Total shareholders' equity 401,069 319,309
---------- ----------
Total Liabilities and Shareholders' Equity $ 704,439 $ 667,780
========== ==========
The accompanying notes are an integral part of these consolidated balance
sheets.
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CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
Cumulative
Other Stock Held
Comprehensive Common Paid-in Retained Comprehensive by Employee
(In thousands) Income Stock Capital Earnings Income Benefit Trusts Total
- -------------- ------------- ---------- ---------- ---------- ------------- -------------- ----------
Balance, December 31, 1997,
as previously reported $ 28,913 $ 4,392 $ 109,727 $ 13,744 $ (118) $ -- $ 127,745
DBT pooling of interests 6,101 1,482 69,553 5,548 -- -- 76,583
----------
Comprehensive income 35,014 -- -- -- -- -- --
---------- ---------- ---------- ---------- ---------- ---------- ----------
Balance, December 31, 1997,
as restated 5,874 179,280 19,292 (118) -- 204,328
Net income 42,315 -- -- 42,315 -- -- 42,315
Restricted stock plans, net -- (6) 2,554 -- -- -- 2,548
Stock options exercised -- 17 760 -- -- -- 777
Cost of shares repurchased -- -- -- -- -- (9,918) (9,918)
Other -- 2 3,471 -- -- -- 3,473
Translation adjustments (58) -- -- -- (58) -- (58)
----------
Comprehensive income 42,257 -- -- -- -- -- --
---------- ---------- ---------- ---------- ---------- ---------- ----------
Balance, December 31, 1998 5,887 186,065 61,607 (176) (9,918) 243,465
Net income 42,197 -- -- 42,197 -- -- 42,197
Restricted stock plans, net -- 3 2,440 -- -- -- 2,443
Stock options exercised -- 48 6,029 -- -- -- 6,077
Issuance of common stock for
cash -- 78 24,003 -- -- -- 24,081
Cost of shares repurchased -- -- -- -- -- (1,500) (1,500)
Other -- 1 2,845 -- -- -- 2,846
Unrealized loss on
short-term investments (255) -- -- -- (255) -- (255)
Translation adjustments (45) -- -- -- (45) -- (45)
----------
Comprehensive income 41,897 -- -- -- -- -- --
---------- ---------- ---------- ---------- ---------- ---------- ----------
Balance, December 31, 1999 6,017 221,382 103,804 (476) (11,418) 319,309
Net income 43,822 -- -- 43,822 -- -- 43,822
Restricted stock plans, net -- (6) 273 -- -- -- 267
Stock options exercised -- 146 30,844 -- -- -- 30,990
Other -- -- 6,297 -- -- -- 6,297
Change in unrealized net
loss on investments 255 -- -- -- 255 -- 255
Translation adjustments 129 -- -- -- 129 -- 129
----------
Comprehensive income $ 44,206 -- -- -- -- -- --
---------- ---------- ---------- ---------- ---------- ---------- ----------
Balance, December 31, 2000 $ 6,157 $ 258,796 $ 147,626 $ (92) $ (11,418) $ 401,069
========== ========== ========== ========== ========== ========== ==========
The accompanying notes are an integral part of these consolidated financial
statements.
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CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
December 31, 2000 1999 1998
- -------------- ---------- ---------- ----------
Cash flows from operating activities:
Net income $ 43,822 $ 42,197 $ 42,315
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization 53,619 48,588 39,672
Provision for merger-related costs and unusual items 28,949 2,400 3,758
Gain on sale of businesses, net -- (2,513) (8,807)
Compensation recognized under employee stock plans, net 239 2,134 3,059
Stock issued for employee benefit plan -- 307 242
Tax benefit of stock options exercised 6,297 1,681 --
Changes in assets and liabilities, excluding effects of
acquisitions and divestitures:
Accounts receivable, net 7,009 2,843 (2,923)
Other current assets (5,276) 2,601 10,272
Deferred income taxes 4,145 3,402 (2,223)
Current liabilities, excluding debt (29,111) 1,610 (5,953)
Other long-term liabilities, excluding debt 513 (3,560) 1,306
---------- ---------- ----------
Net cash provided by operating activities 110,206 101,690 80,718
Cash flows from investing activities:
Acquisitions, net of cash acquired (110,376) (43,903) (138,630)
Payment of notes payable for acquisitions -- (22,701) --
Cash proceeds from sale of businesses 1,500 22,000 1,000
Proceeds from sales or maturities of short-term investments 16,198 9,085 18,367
Additions to property and equipment, net (14,509) (18,735) (28,162)
Additions to other assets, net (16,524) (33,591) (17,358)
---------- ---------- ----------
Net cash used by investing activities (123,711) (87,845) (164,783)
Cash flows from financing activities:
Proceeds from long-term debt 75,000 30,000 115,042
Payments on long-term debt (120,591) (34,502) (21,551)
Net short-term borrowings (21) (5,028) 5,104
Proceeds from issuance of common stock -- 24,081 --
Purchases of stock held by employee benefit trusts -- (1,500) (9,918)
Proceeds from exercise of stock options 30,990 6,077 777
---------- ---------- ----------
Net cash (used) provided by financing activities (14,622) 19,128 89,454
---------- ---------- ----------
Effect of foreign currency exchange rates on cash (65) (79) 47
---------- ---------- ----------
Net (decrease) increase in cash and cash equivalents (28,192) 32,894 5,436
Cash and cash equivalents, beginning of year 73,101 40,207 34,771
---------- ---------- ----------
Cash and cash equivalents, end of year $ 44,909 $ 73,101 $ 40,207
---------- ---------- ----------
The accompanying notes are an integral part of these consolidated financial
statements.
12
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 NATURE OF OPERATIONS
ChoicePoint Inc., a Georgia corporation ("ChoicePoint" or the "Company") is a
leading provider of identification and credential verification services for
making smarter decisions in today's fast-paced world. 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, claims 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, marketing services 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 information products
and services and direct marketing 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 screenings and drug testing
administration services, public record searches, credential verification, due
diligence information, Uniform Commercial Code searches and filings, database
marketing services and people and shareholder locator information searches.
NOTE 2 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 on August 8, 1997 (the "Spinoff") of
the Company's outstanding stock by Equifax as a stock dividend to the
shareholders of Equifax.
On May 16, 2000, ChoicePoint completed a merger (the "Merger") with DBT
Online, Inc. ("DBT") by exchanging approximately 15.9 million shares (adjusted
for stock split - Note 7) of its common stock for all of the common stock of
DBT. Each share of DBT was exchanged for .525 shares of ChoicePoint common stock
(pre-split). In addition, outstanding DBT stock options were converted at the
same exchange ratio into options to purchase approximately 2.7 million shares of
ChoicePoint common stock. DBT is a leading nationwide provider of online public
records data and other publicly-available information. The Merger has been
accounted for as a pooling of interests, and accordingly, all prior period
consolidated financial statements have been restated to include the combined
results of operations, financial position and cash flows of DBT. There were no
material transactions between ChoicePoint and DBT prior to the Merger. No
material adjustments were required to conform the accounting policies of the two
companies. The following information presents certain income statement data of
ChoicePoint and DBT for the periods preceding the Merger.
(In thousands) 1999 1998
- -------------- ---------- ----------
Net revenues
ChoicePoint $ 430,143 $ 406,475
DBT 77,715 59,657
---------- ----------
$ 507,858 $ 466,132
---------- ----------
Net income
ChoicePoint $ 39,389 $ 35,419
DBT 2,808 6,896
---------- ----------
$ 42,197 $ 42,315
========== ==========
As described in Note 10, fees and expenses related to the Merger and
costs to integrate the combined companies were expensed in the second quarter of
2000.
The consolidated financial statements include the accounts of
ChoicePoint and its subsidiaries. All material transactions between entities
included in the consolidated financial statements have been eliminated.
NOTE 3 SIGNIFICANT ACCOUNTING POLICIES
USE OF ESTIMATES - The preparation of financial statements in conformity with
generally accepted accounting principles in the United States 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.
13
REVENUE AND EXPENSE RECOGNITION - ChoicePoint recognizes revenue when an
agreement exists, prices are determinable, services and products are delivered
and collectibility is reasonably assured. Revenues from software license and
maintenance agreements are recognized in accordance with Statement of Position
97-2, "Software Revenue Recognition." Motor vehicle records registry revenue
(the fee charged by states for motor vehicle records), material, shipping and
postage charges in the Company's direct marketing business and other costs that
are passed on by ChoicePoint to its customers ("pass-through revenue") are
excluded from revenue and recorded as a reduction to cost of services in the
consolidated financial statements. Pass-through revenue was $395.6 million in
2000, $393.0 million in 1999 and $317.3 million in 1998.
SHORT-TERM INVESTMENTS - In June 2000, the Company sold its remaining
investments in state and municipal bonds that were classified as short-term
investments available for sale as of December 31, 1999.
PROPERTY AND EQUIPMENT - Property and equipment at December 31, 2000 and 1999
consisted of the following:
(In thousands)
December 31, 2000 1999
---------- ----------
Land, buildings, and improvements $ 35,254 $ 30,321
Data processing equipment and furniture 129,815 118,977
Less accumulated depreciation (96,277) (78,907)
---------- ----------
$ 68,792 $ 70,391
========== ==========
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
eight years for data processing equipment and eight to ten years for furniture.
GOODWILL AND OTHER ASSETS - Except for mergers accounted for as poolings of
interests, 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 ten to 40 years. As of December 31, 2000 and 1999, accumulated amortization
was $47.4 million and $34.0 million, respectively.
Other assets at December 31, 2000 and 1999 consisted of the following:
(In thousands)
December 31, 2000 1999
- -------------- -------- --------
Other acquisition intangibles, net $ 16,202 $ 17,511
System development and other deferred costs, net 46,923 45,666
Royalty patents, net 6,440 8,135
Other 7,277 5,209
-------- --------
$ 76,842 $ 76,521
======== ========
Other acquisition intangibles include software, data files, technology,
workforce and noncompete agreements and are being amortized on a straight-line
basis over three to ten years. As of December 31, 2000 and 1999, accumulated
amortization was $27.1 million and $23.8 million, respectively.
For the years ended December 31, 2000 and 1999, approximately $9.8
million and $27.0 million, respectively, of costs of software developed for
internal use were capitalized and are included in software development and other
deferred costs. The amounts capitalized include certain direct costs, including
independent contractor, 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, 2000 and 1999, accumulated amortization was
$35.7 million and $25.3 million, respectively.
The Company owns a 62.5% interest in laser patent revenue relating to
certain patents involving laser technology which expires between November 2004
and May 2005. Upon the expiration of the applicable patent, the Company loses
its right to exclude others from exploiting the inventions claimed therein, and
accordingly, the obligation of third parties to make royalty payments will
cease.
DEPRECIATION AND AMORTIZATION EXPENSE - Depreciation and amortization expense
for 2000, 1999, and 1998 consisted of the following:
14
(In thousands)
Year Ended December 31, 2000 1999 1998
- ----------------------- -------- -------- --------
Property and equipment $ 21,582 $ 21,482 $ 19,999
Goodwill 15,709 11,290 7,345
Other acquisition intangibles 4,477 5,784 4,923
Royalty patents 1,695 1,695 1,695
System development and other deferred costs 10,156 8,337 5,710
-------- -------- --------
$ 53,619 $ 48,588 $ 39,672
======== ======== ========
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. For the year ended December 31, 2000,
approximately $7.0 million of goodwill and other long-lived assets were written
down to fair value and recognized as unusual items (Note 10).
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. 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 short-term cash
investments with original maturities of three months or less to be cash
equivalents.
The tax payments made by ChoicePoint and DBT (in 1999 and 1998) were
approximately $25.4 million in 2000, $27.7 million in 1999 and $28.2 million in
1998.
Interest paid on long-term debt totaled $12.7 million in 2000, $11.5
million in 1999 and $6.0 million in 1998.
In 2000, 1999, and 1998, 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, 2000 1999 1998
-------- -------- --------
Fair value of assets acquired $119,667 $ 45,303 $162,154
Cash paid for acquisitions 110,613 43,229 139,377
-------- -------- --------
Liabilities assumed $ 9,054 $ 2,074 $ 22,777
======== ======== ========
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 sheet 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, 2000
and 1999 consist of interest rate swap agreements (Note 5) entered into to limit
the effect of changes in interest rates on the Company's floating rate long-term
obligations and lease agreements. 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 the bank based on its internal valuation models, was $2.3 million
at December 31, 2000.
NEW ACCOUNTING PRONOUNCEMENT
In June 2000, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") No. 138 that amends the accounting
and reporting of derivatives under SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities," ("SFAS No. 133") to exclude, among other
things, contracts for normal purchases and sales. SFAS No. 133 establishes
accounting and reporting standards for derivative instruments and for hedging
activities. It requires that an entity recognize
15
all derivatives as either assets or liabilities on its balance sheet and measure
those instruments at fair value. The accounting for changes in the fair value of
a derivative depends on the intended use of the derivative and the resulting
designation. The Company will be required to adopt SFAS No. 133 in 2001.
Management has evaluated the effect of this statement on the Company's
derivative instruments which are its interest rate swaps designated as hedges
against its long-term obligations. Due to the effectiveness of the swaps, the
impact of such adjustments to fair value is expected to be reported in other
comprehensive income with no material impact to net income.
EARNINGS PER SHARE - Diluted earnings per share includes the dilutive effect of
stock options (Note 7). In 2000, 1.2 million stock options were excluded from
the computation of diluted earnings per share due to their antidilutive effect.
Reclassifications - Certain prior year amounts have been reclassified to conform
with the current year presentation.
NOTE 4 ACQUISITIONS AND DIVESTITURES
ACQUISITIONS - During 2000, 1999, and 1998, the Company acquired 100% of the
following businesses:
Date
Business Acquired
- -------- ---------
Drug Free Consortium, Inc. Dec. 2000
Cat Data Group, LLC Nov. 2000
VIS'N Service Corporation Nov. 2000
RRS Police Records Management, Inc. Oct. 2000
Practical Computer Concepts, Inc., d/b/a Fraud Defense Network Mar. 2000
NSA Resources, Inc. Feb. 2000
Statewide Data Services, Inc. Jan. 2000
DataMart, Inc. Nov. 1999
KnowX.com (acquired by DBT pre-merger) Sept. 1999
Informed (acquired by DBT pre-merger) Sept. 1999
Data Tracks Technology, Inc. July 1999
Washington Document Service, Inc. May 1999
WinShapes, Inc. (acquired by DBT pre-merger) May 1999
DATEQ Information Network, Inc. Dec. 1998
EquiSearch Services, Inc. Nov. 1998
Tyler-McLennon, Inc. Nov. 1998
Customer Development Corporation Oct. 1998
Informus Corporation Oct. 1998
Application Profiles, Inc. June 1998
Attest National Drug Testing, Inc. April 1998
CDB Infotek (additional purchase bringing total to 100%) Mar. 1998
The acquisitions above were accounted for as purchases. In addition,
the Company merged with DBT (Note 2) in 2000 and DBT merged with I.R.S.C., Inc.
in 1999. These mergers were accounted for as poolings of interests.
The 2000 acquisitions had an aggregate purchase price of $110.6
million, with $106.5 million allocated to goodwill and $3.3 million to
intangible assets (primarily data files and software). Goodwill from the 2000
acquisitions is amortized on a straight-line basis over ten to 30 years and
other intangible assets over three to five years.
The 1999 acquisitions had an aggregate purchase price of $44.4 million,
with $39.2 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 ten to 30 years and other intangible
assets over five years.
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.
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. The pro forma effect of purchased acquisitions made in 2000
and 1999 is not material to the consolidated financial statements. If 1998
acquisitions had occurred on January 1, 1998, the unaudited pro forma revenue,
net income and earnings per share - diluted would have been $515.1 million,
$31.1 million and $0.51, respectively. This pro
16
forma information includes $14.6 million ($8.6 million after-tax) of one-time
expenses recorded by Customer Development Corporation prior to the acquisition
for equity participation plans, which were paid as a result of the sale.
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 of $1.0
million, a note receivable of $10.0 million and warrants of $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 pretax gain of $8.8 million on the
sale of the field businesses, net of a loss 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, 2000, approximately $7.3 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.
NOTE 5 DEBT
Long-term debt at December 31, 2000 and 1999 was as follows:
(In thousands)
December 31, 2000 1999
- -------------- ---------- ----------
Credit facilities $ 139,000 $ 184,000
Other long-term debt 2,345 2,475
Capital leases 931 1,315
---------- ----------
142,276 187,790
Less current maturities (638) (595)
---------- ----------
$ 141,638 $ 187,195
========== ==========
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,
2000 and 1999 was 6.93% and 6.11%, 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.
ChoicePoint has entered into interest rate swap agreements (the "Swap
Agreements") to reduce the impact of changes in interest rates on its floating
rate long-term obligations. The Swap Agreements hedging these obligations have
combined notional amounts of $125 million and $150 million at December 31, 2000
and 1999, respectively, and mature in August 2002. 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 6.45%. 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, 2000
are as follows: $638,000 in 2001, $139.5 million in 2002, $130,000 in 2003,
$140,000 in 2004, $145,000 in 2005 and $1.7 million thereafter. There were no
short-term borrowings outstanding at December 31, 2000 or 1999.
17
NOTE 6 INCOME TAXES
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, 2000 1999 1998
- ----------------------- -------- -------- --------
Current:
Federal $ 26,642 $ 21,991 $ 26,145
State 3,508 3,492 4,719
Foreign 193 1,889 1,743
-------- -------- --------
30,343 27,372 32,607
Deferred:
Federal 2,606 3,570 (2,449)
State 1,475 657 294
Foreign 64 (12) (286)
-------- -------- --------
4,145 4,215 (2,441)
-------- -------- --------
Total $ 34,488 $ 31,587 $ 30,166
-------- -------- --------
The provision for income taxes is based upon income before income taxes as
follows:
(In thousands)
Year Ended December 31, 2000 1999 1998
- ----------------------- -------- -------- --------
United States $ 77,744 $ 68,155 $ 68,057
Foreign 566 5,629 4,424
-------- -------- --------
$ 78,310 $ 73,784 $ 72,481
======== ======== ========
The provision for income taxes is reconciled with the federal statutory rate as
follows:
Year Ended December 31, 2000 1999 1998
- ------------------------------------ ---- ---- ----
Federal statutory rate 35.0% 34.9% 34.9%
State and local taxes, net of
federal tax benefit 3.4 3.7 4.5
Tax effect resulting from foreign
activities -- (0.1) (0.2)
Goodwill amortization 2.8 3.0 2.1
Merger-related costs and unusual
items 4.0 -- --
Other (1.2) 1.3 0.3
---- ---- ----
Overall effective rate 44.0% 42.8% 41.6%
==== ==== ====
Components of the Company's deferred income tax assets and liabilities at
December 31, 2000 and 1999 are as follows:
(In thousands)
December 31, 2000 1999
- -------------- -------- --------
Deferred income tax assets:
Postretirement benefits $ 18,711 $ 19,984
Reserves and accrued expenses 7,788 8,595
Employee compensation programs 7,011 4,038
Other 3,746 4,160
-------- --------
$ 37,256 $ 36,777
Deferred income tax liabilities:
Purchased software, data files, technology, and (5,241) (6,380)
other assets
Depreciation (1,046) (1,020)
Deferred expenses (7,677) (5,019)
Other (5,260) (2,181)
-------- --------
(19,224) (14,600)
-------- --------
Net deferred income tax assets $ 18,032 $ 22,177
-------- --------
18
NOTE 7 SHAREHOLDERS' EQUITY
STOCK SPLIT - On January 31, 2001, ChoicePoint announced a three-for-two stock
split in the form of a stock dividend effective March 7, 2001 for shareholders
of record as of February 16, 2001. 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 splits.
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 12 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 connection with the Merger (Note 2), outstanding stock
options under the stock option plan maintained by DBT were assumed by the
Company. Stock option transactions summarized below include amounts for the
Omnibus Plan and the DBT plan using the Merger exchange rate of 0.525
(pre-split) for each DBT share under option. In 2000, options for 1.6 million
shares were granted at fair market value under the Omnibus Plan and DBT plan
prior to the Merger with a weighted average option price of $25.73.
A summary of changes in all outstanding options and the related
weighted average exercise price per share is as follows:
2000 1999 1998
-----------------------------------------------------------------------------------------
December 31, Shares Avg. Price Shares Avg. Price Shares Avg. Price
- -----------------------------------------------------------------------------------------------------------------------------
Balance, beginning of year 9,855,997 16.70 7,954,533 14.72 6,598,572 13.66
Granted 1,561,668 25.73 3,109,497 23.43 2,149,725 16.48
Canceled (938,976) 21.87 (751,616) 21.98 (626,568) 12.93
Exercised (1,489,472) 23.71 (456,417) 15.72 (167,196) 5.53
- -----------------------------------------------------------------------------------------------------------------------------
Balance, end of year 8,989,217 16.75 9,855,997 16.70 7,954,533 14.72
- -----------------------------------------------------------------------------------------------------------------------------
Exercisable at end of year 4,740,632 14.31 3,952,134 12.11 2,892,483 11.35
- -----------------------------------------------------------------------------------------------------------------------------
The following table summarizes information about stock options outstanding at
December 31, 2000:
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
- -----------------------------------------------------------------------------------------------------------------------------
$ 0.01-$ 9.42 1,917,964 4.3 $ 5.38 1,917,964 $ 5.38
$12.92-$12.92 1,627,358 6.8 12.92 1,182,698 12.92
$14.58-$18.27 1,387,264 7.1 14.85 552,214 15.08
$18.58-$24.61 1,799,146 8.1 18.83 125,708 18.89
$25.38-$50.64 2,257,485 8.0 28.70 962,048 32.75
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 453,000 shares of restricted stock were granted, of
which 270,000 shares are performance-based. Since the Spinoff, additional
restricted shares have been granted, and as of December 31, 2000, 380,000
restricted shares were outstanding under the Omnibus Plan. The compensation cost
charged against income for restricted stock plans was $4.0 million in 2000, $4.2
million in 1999 and $3.1 million in 1998.
PRO FORMA INFORMATION - The Company applies Accounting Principles Board (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
19
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:
2000 1999 1998
--------------------------------------------------------------------------------------
(In thousands, except per share data) SFAS No. 123 SFAS No. 123 SFAS No. 123
Year Ended December 31, Reported Pro forma Reported Pro forma Reported Pro forma
- -----------------------------------------------------------------------------------------------------------------------------
Net income $43,822 $37,379 $42,197 $32,648 $42,315 $34,530
Earnings per share - basic 0.73 0.62 0.72 0.56 0.72 0.59
Earnings per share - diluted 0.69 0.59 0.69 0.53 0.70 0.57
- -----------------------------------------------------------------------------------------------------------------------------
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. The
use of ranges in prior years was necessitated by the Merger.
Year Ended December 31, 2000 1999 1998
- ---------------------------------------------------------------------------------------------------
Dividend yield 0% 0% 0%
Expected volatility 32% 30-51% 32-57%
Risk-free interest rate 6.6% 6.5-6.7% 5.6-6.5%
Expected life in years 6.02 5-5.6 5-5.3
Weighted average fair value of options granted $11.09 $7.79-9.61 $5.65-7.27
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 previously
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 701,400 shares of ChoicePoint common stock,
which are reflected as stock held by employee benefit trusts, at cost, in the
December 31, 2000 and 1999 balance sheets. Approximately $623,000 and $587,000
of cash remain in the grantor trusts at December 31, 2000 and 1999,
respectively, and are included in cash and cash equivalents in the accompanying
consolidated balance sheets.
NOTE 8 EMPLOYEE BENEFITS
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 2000, 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. DBT had a 401(k) plan ("DBT 401(k)")
under which eligible employees could contribute up to 16% of their compensation.
Under the DBT 401(k), DBT provided a match of 67% of employee contributions up
to 4% of eligible compensation. Matching contributions were invested in DBT
(pre-Merger) or Company (post-Merger) stock. The DBT 401(k) was frozen effective
December 31, 2000. All eligible DBT employees
20
will be able to contribute to the ChoicePoint 401(k) plan effective January 1,
2001. The expense for the 401(k) profit sharing plans was $4.4 million in 2000,
$3.0 million in 1999 and $3.4 million in 1998.
As a result of the Spinoff, ChoicePoint agreed 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 2000, 1999 and
1998, $1.7 million, $1.8 million and $2.0 million, respectively, was expensed 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.
DEFERRED COMPENSATION PLAN - ChoicePoint offers a deferred compensation plan to
certain officers of the Company which is accounted for under the provisions of
Emerging Issues Task Force ("EITF") 97-14, "Accounting for Deferred Compensation
Arrangements Where Amounts Earned Are Held in a Rabbi Trust and Invested." Under
this plan, amounts earned by an officer may be deferred and credited with gains
and losses based upon four different investment alternatives, including
ChoicePoint common stock. The Company has made contributions to a Rabbi Trust
which is solely invested in ChoicePoint stock. The EITF requires that the
Company's stock be held in the trust and recorded at historical cost, the
corresponding deferred compensation liability recorded at the current fair value
of the officer's investment elections and the stock held in the Rabbi Trust
classified as stock held by employee benefit trusts. The difference between the
historical cost of the stock and the deferred compensation liability is recorded
as expense in the period incurred. As of December 31, 2000, the Company has
recorded a liability of $8.0 million related to this 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, 2000 and
1999:
(In thousands)
December 31, 2000 1999
- --------------------------------------------------------------------------------
Change in benefit obligation:
Obligation at beginning of year $ 42,397 $ 52,829
Service cost 343 728
Interest cost 3,217 3,308
Actuarial gain (4,863) (9,742)
Benefit payments (4,357) (4,726)
- --------------------------------------------------------------------------------
Obligation at end of year 36,737 42,397
- --------------------------------------------------------------------------------
Change in plan assets:
Fair value of plan assets at beginning of year -
-
Employer contributions 4,357 4,726
Benefit payments (4,357) (4,726)
- --------------------------------------------------------------------------------
Fair value of plan assets at end of year - -
- --------------------------------------------------------------------------------
Funded status:
Funded status at end of year and net amount
recognized (36,737) (42,397)
Unrecognized prior service cost (6,543) (8,084)
Unrecognized gain (6,164) (901)
- --------------------------------------------------------------------------------
Net amount recognized (49,444) (51,382)
Less current portion (3,600) (3,600)
- --------------------------------------------------------------------------------
Accrued benefit cost $(45,844) $(47,782)
- --------------------------------------------------------------------------------
The current portion is included in other current liabilities in the
accompanying consolidated balance sheets.
Net periodic postretirement benefit expense (income) includes the
following components:
21
(In thousands)
Year Ended December 31, 2000 1999 1998
- ---------------------------------------------------------------------------------------------------
Service cost $ 343 $ 728 $ 807
Interest cost on accumulated benefit obligation 3,217 3,308 3,886
Amortization of prior service cost (2,385) (2,728) (1,879)
Amortization of losses - 262 -
Curtailment gain - (2,146) -
- ---------------------------------------------------------------------------------------------------
Net periodic postretirement benefit expense (income)
$ 1,175 $ (576) $ 2,814
- ---------------------------------------------------------------------------------------------------
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.
The following are weighted average assumptions used in the computation
of postretirement benefit expense and the related obligation:
Year Ended December 31, 2000 1999 1998
- ---------------------------------------------------------------------------------------------------
Discount rate used to determine accumulated postretirement 8.00% 8.00% 6.75%
benefit obligation at December 31
Initial health care cost trend rate 8.50% 9.00% 9.50%
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, 2000
would have increased 10.3%. The effect of such a change on the aggregate of
service and interest cost for 2000 would have been an increase of 9.5%. If the
health care cost trend rate were decreased 1% for all future years, the
accumulated postretirement benefit obligation as of December 31, 2000 would have
decreased 8.1%. The effect of such a change on the aggregate of service and
interest cost for 2000 would have been a decrease of 7.6%.
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 9 COMMITMENTS AND CONTINGENCIES
LEASES - The Company's operating leases involve principally office space and
office equipment. Rental expense relating to these leases was $15.9 million in
2000, $12.9 million in 1999 and $13.8 million in 1998.
Future minimum payment obligations for noncancelable operating leases
exceeding one year, net of subleases, are as follows as of December 31, 2000:
(In thousands)
Year Amount
- ---------------------------------------------
2001 $11,097
2002 9,119
2003 7,969
2004 6,920
2005 5,758
Thereafter 7,281
- ---------------------------------------------
$48,144
- ---------------------------------------------
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, 2000, the maximum contingent liability under the agreements or
plans was approximately $47.7 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 in the event of a change in control.
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
22
matters will not have a materially adverse effect on the Company's financial
position, liquidity or results of operations. In connection with the royalty
patents held by the Company, the Company is from time to time involved in
litigation with alleged infringers of the patents. The Company regards all such
lawsuits as occurring in the ordinary course of business.
NOTE 10 MERGER COSTS AND UNUSUAL ITEMS
During the second quarter of 2000, the Company recorded merger-related costs and
unusual items of $28.9 million. The categories of costs incurred and the accrued
balances at December 31, 2000 are summarized below:
Remaining Accrual at 2000 1999 1998
(In thousands) December 31, 2000 Expense Expense Expense
- ---------------------------------------------------------------------------------------------------------------
Transaction costs $ - $11,579 $ - $ -
Personnel-related costs 580 3,780 - 838
Other merger integration costs 1,518 3,629 817 -
Asset impairments - 6,954 732 2,920
Nonmerger severance 328 2,353 451 -
Other one-time charges 67 654 400 -
- ---------------------------------------------------------------------------------------------------------------
$2,493 $28,949 $2,400 $3,758
===============================================================================================================
Transaction costs of approximately $11.6 million include investment banking,
legal and printing fees and other costs directly related to the Merger.
Personnel-related costs of approximately $3.8 million consist of benefit
conversions and stay bonuses for services rendered through June 30, 2000 and
severance. Other merger integration costs primarily include the elimination of
duplicate data costs. Asset impairments of approximately $7.0 million represent
the write-down of goodwill and other long-lived assets. 1999 other merger
integration costs include merger-related costs incurred by DBT in DBT's merger
with I.R.S.C., Inc. 1998 asset impairments include $2.1 million for the
write-down of a noncompete agreement and $820,000 for the write-down of certain
software and database assets.
NOTE 11 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, 2000, 1999 and 1998 for the service groups were as
follows:
December 31, 2000 December 31, 1999 December 31, 1998
- ------------------ ---------------------------------- ------------------------------------ -----------------------------------
Operating Operating Operating
Income Income Income
Before Before Before
Acquisition Operating Acquisition Operating Acquisition Operating
(In thousands) Revenue Amortization Income Revenue Amortization Income Revenue Amortization Income
- ------------------------------------------------------------------------------------------------------------------------------
Insurance $294,752 $118,164 $113,386 $255,814 $ 98,610 $ 95,585 $236,619 $ 84,674 $ 81,949
B&G 292,417 60,723 45,315 236,454 27,722 13,673 156,509 18,738 9,267
Royalty 6,364 3,804 3,804 6,219 3,483 3,483 6,636 3,903 3,903
Divested and
Discontinued - - - 9,371 4,035 4,035 66,368 5,414 5,342
Corporate and
Shared - (43,503) (43,503) - (33,619) (33,619) - (27,611) (27,611)
Merger-related
costs and
unusual items
(Note 10) - (28,949) (28,949) - (2,400) (2,400) - (3,758) (3,758)
- ------------------------------------------------------------------------------------------------------------------------------
Total $593,533 $110,239 $ 90,053 $507,858 $ 97,831 $ 80,757 $466,132 $ 81,360 $ 69,092
- ------------------------------------------------------------------------------------------------------------------------------
Corporate and shared expenses represent costs of support functions,
research and development initiatives, 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, 2000,
1999 and 1998 were as follows:
23
(In thousands)
December 31, 2000 1999 1998
- -------------------------------------------------------------------------------------
Insurance $16,024 $14,014 $12,751
B&G 33,116 29,185 21,180
Royalty 1,703 1,707 1,708
Divested and Discontinued - 1,291 2,099
Corporate 2,776 2,391 1,934
- -------------------------------------------------------------------------------------
Total $53,619 $48,588 $39,672
- -------------------------------------------------------------------------------------
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 12 RELATED PARTY TRANSACTIONS
Invemed Associates, Inc. ("Invemed") prior to the Merger had, from time to time,
provided financial advisory services to DBT, for which customary compensation
has been paid. In connection with DBT's offering of shares in October 1999,
Invemed performed certain investment banking services for DBT for which Invemed
received fees of $4.0 million. The applicable portion of these fees was offset
against the capital funds received by DBT for the offering. A director and
shareholder of DBT (pre-Merger) and of the Company is Chairman of the Board,
Chief Executive Officer and President of Invemed and is the principal
shareholder of Invemed's parent company. Invemed has not performed any services
for the Company since the Merger nor does the Company have any current plans to
utilize its services in the future.
NOTE 13 QUARTERLY FINANCIAL SUMMARY (UNAUDITED)
Following is a summary of the unaudited interim results of operations for each
quarter in the years ended December 31, 2000 and 1999:
(In thousands, except per share data) First Second Third Fourth
Year Ended December 31, 2000 Quarter Quarter Quarter Quarter Total
- ----------------------------------------------------------------------------------------------------------------------
Revenue $146,720 $148,486 $151,504 $146,823 $593,533
Operating income, excluding merger costs and 24,300 28,190 32,126 34,386 119,002
unusual items
Operating income (loss) 24,300 (759) 32,126 34,386 90,053
Net income (loss) 12,601 (5,778) 17,513 19,486 43,822
Earnings per share - diluted .20 (.10) .28 .30 .69
Year Ended December 31, 1999
Revenue $117,566 $127,219 $129,685 $133,388 $507,858
Operating income, excluding merger costs and 19,932 22,005 21,369 19,851 83,157
unusual items
Operating income 18,349 21,188 21,369 19,851 80,757
Net income 10,905 10,859 10,279 10,154 42,197
Earnings per share - diluted .17 .19 .17 .16 .69
- ----------------------------------------------------------------------------------------------------------------------
Operating income in the first quarter of 1999 was reduced by $1.6
million of charges for unusual items (Note 10). 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 items
on the 1999 first quarter net income was $527,000 or $.01 per share. Operating
income decreased in the second quarters of 2000 and 1999 due to $28.9 million
and $817,000 of charges for merger-related costs and unusual items (Note 10).
The net effect of these items on the 2000 and 1999 second quarters net income
(loss) was $20.6 million or $.34 per share in 2000 and $509,000 or $.01 per
share in 1999.
NOTE 14 SUBSEQUENT EVENTS
The Company acquired BTi Employee Screening Services, Inc., an experienced
pre-employment background screening organization and ABI Consulting, Inc. a
third-party administrator of employee drug testing programs, in January 2001.
The total purchase price of the acquisitions was approximately $25.0 million
plus acquisition costs and working capital adjustments. The acquisitions will be
accounted for as purchases.
24
SHAREHOLDER INFORMATION
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 Web site 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:
John Mongelli
Investor Relations
investors@choicepoint.net
ChoicePoint Inc.
1000 Alderman Drive
Alpharetta, Georgia 30005
or call 770-752-6171
Financial reports can also be accessed on our Web site at:
http://www.choicepoint.net
ANALYST COVERAGE
ABN-Amro Incorporated; Barrington Resources; Cochran Caronia Securities, LLC;
Conning & Company; Raymond James & Associates, Inc.; The Robinson-Humphrey
Company, LLC; U.S. Bancorp Piper Jaffray Inc.
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, 2001, the approximate number
of shareholders of record was 4,632 for common stock. No cash dividends have
been paid, and the Company does not anticipate paying any in the near future.
(CPS Listed/NYSE Logo)
QUARTERLY ACTIVITY
Stock prices have been adjusted for a two-for-one stock split effective November
24, 1999 and a three-for-two stock split effective March 7, 2001. ChoicePoint
opened trading on August 8, 1997 at $11.92. High and low sales prices for each
quarter since trading began follow.
1997 High Low
- -------------------------------------------
Third quarter* $12.87 $10.25
Fourth quarter 16.04 11.67
*Includes third quarter post Spinoff.
1998 High Low
- -------------------------------------------
First quarter $18.83 $13.92
Second quarter 19.59 15.77
Third quarter 16.83 12.46
Fourth quarter 21.50 13.67
1999 High Low
- -------------------------------------------
First quarter $21.39 $15.13
Second quarter 22.75 16.00
Third quarter 23.75 19.67
Fourth quarter 27.96 20.13
2000 High Low
- -------------------------------------------
First quarter $28.04 $22.00
25
Second quarter 30.33 21.67
Third quarter 32.25 26.67
Fourth quarter 44.67 28.17
INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen LLP
Atlanta, Georgia
TRANSFER AGENT AND REGISTRAR
SunTrust Bank,
P.O. Box 4625
Atlanta, Georgia 30302
TRADEMARKS
ChoicePoint and DBT Online are registered trademarks; the ChoicePoint logo,
ChoiceTrust, Fraud Defense Network and Appraise are trademarks; and Debtor
Discovery and Signal IVS are servicemarks of ChoicePoint Asset Company.