EXHIBIT 13
A NOTE TO OUR SHAREHOLDERS
Just as ChoicePoint's products and services are designed to help customers use
the power of information to make better business and personal decisions, this
Annual Report is designed to help investors make better investment decisions.
We're committed to providing Plain English answers to your questions - not
simply in response to concerns in today's financial markets, but as part of a
long-standing commitment to full disclosure.
Let's talk first about the independence of public accountants. At
ChoicePoint, the Board of Directors has placed strict limits on the amount and
scope of non-audit work permitted by our Independent Public Accountants. We've
previously disclosed two off-balance sheet items: a synthetic lease on our
headquarters building and a financial tool that allows us to sell accounts
receivables (funds owed us for products and services) without recourse. You'll
find information on them and other commitments in the Management's
Discussion & Analysis and Notes sections.
You'll also find information on the 20 acquisitions made during the
1999-2001 period in the Notes, as well as an extensive discussion of
ChoicePoint's employee benefits, including the 401(k) Profit Sharing Plan. I'm
proud that we have a high level of associate share ownership through the plan --
and that we offer a wide variety of investment options for retirement funds,
only one of which is ChoicePoint Common Stock.
As you consider our company's performance and prospects, I encourage
every shareholder to review the group of outstanding business, finance, and
social services leaders you've elected to ChoicePoint's Board of Directors to
guide your company. I'm extremely proud of their accomplishments (in business
and the community) and their commitment to the highest standards of corporate
governance. They -- and all of us at ChoicePoint -- are committed to building
shareholder value and trust in the years to come.
/s/ Derek V. Smith
------------------------------------------------
DEREK V. SMITH
Chairman, President, and Chief Executive Officer
FINANCIAL HIGHLIGHTS*
(In thousands, except per share
and employee data) 2001 2000 1999 1998 1997
- -------------------------------------------------------------------------------------------------------------------
Revenue $655,967 $593,533 $507,858 $466,132 $460,661
FINANCIAL INFORMATION EXCLUDING
MERGER-RELATED COSTS, UNUSUAL ITEMS, AND
GAIN (LOSS) ON SALE:
Operating income 148,370 119,002 83,157 72,850 60,067
Net income 83,138 64,402 42,179 39,380 30,672
EPS, diluted** 1.27 1.02 0.69 0.65 0.52
FINANCIAL INFORMATION INCLUDING
MERGER-RELATED COSTS, UNUSUAL ITEMS, AND
GAIN (LOSS) ON SALE:
Operating income 119,508 90,053 83,270 77,899 67,896
Net income 50,334 43,822 42,197 42,315 35,045
EPS, diluted** 0.77 0.69 0.69 0.70 0.59
Total assets 832,392 704,439 667,780 623,165 442,126
Debt 158,816 142,276 187,790 192,217 96,050
Total shareholders' equity 484,821 401,069 319,309 243,465 204,328
EBITDA*** 207,882 172,621 131,745 112,522 93,744
Employees (full-time equivalents) 4,200 4,200 4,000 3,800 3,900
- -------------------------------------------------------------------------------------------------------------------
* 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 paid in the form of stock
dividends effective November 24, 1999 and March 7, 2001.
** EPS for 1997 assumes pro forma diluted shares outstanding of 59.2
million due to the spin-off in August 1997.
*** EBITDA represents earnings before interest, taxes, depreciation, and
amortization, excluding merger-related costs, unusual items, and gain
(loss) on sale of business.
[CHOICEPOINT LOGO]
FINANCIAL INFORMATION
[PHOTO]
[PHOTO]
Left to right:
MIKE WOOD
Chief Financial Officer
MIKE LAMBERT
Internal Audit
DAVID TRINE
Treasurer and
Corporate Controller
Mike Wood, David Trine, and Mike Lambert (pictured above) lead
ChoicePoint's finance and accounting team. In the following pages,
you'll see additional members of ChoicePoint's leadership group.
Management's Discussion and Analysis 24
Report of Management 31
Report of Independent Public Accountants 31
Consolidated Statements of Income 32
Consolidated Balance Sheets 33
Consolidated Statements of Shareholders' Equity 34
Consolidated Statements of Cash Flows 35
Notes to Consolidated Financial Statements 36
Shareholder Information 49
Board of Directors and Elected Officers 50
ChoicePoint is committed to full disclosure of its accounting policies as well
as other administrative procedures within the Company. For instance, as of
December 31, 2001, the only off-balance sheet assets or liabilities are a
synthetic lease on the Company's headquarters building and a receivables
facility to sell receivables without recourse. In addition, in August 2001, the
Company entered into a financing arrangement for up to $52 million to finance
the expansion of its headquarters facilities, which will be constructed during
2002. Similarly, ChoicePoint employees may direct their retirement funds to a
variety of investment vehicles, only one of which is ChoicePoint stock.
Shareholders who have any questions or concerns about corporate policies and
disclosure are urged to contact the Company's Investor Relations office.
23
MANAGEMENT'S DISCUSSION AND ANALYSIS
ChoicePoint 2001 Annual Report
OVERVIEW
ChoicePoint Inc., a Georgia corporation ("ChoicePoint" or the "Company"), is the
leading provider of identification and credential verification services which
transform data into Actionable Intelligence. ChoicePoint is committed to the
responsible use of information and the protection of personal privacy as
fundamental planks of the Company's business model. 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 insurers. 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; and customized
policy rating and issuance software and property inspections and audits to the
commercial insurance market.
The Business & Government Services group provides information products
and services and direct marketing primarily 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 services.
RESULTS OF OPERATIONS
Revenue and operating income for the years ended December 31, 2001, 2000, and
1999 were as follows:
(In thousands)
Year Ended December 31 2001 2000 1999
- ---------------------------------------------------------------------------------------------
Revenue:
Insurance Services $ 297,640 $ 249,426 $ 206,659
Business & Government Services 327,720 283,130 230,945
Royalty 6,808 6,364 6,219
Divested and discontinued
product lines 23,799 54,613 64,035
- ---------------------------------------------------------------------------------------------
Revenue $ 655,967 $ 593,533 $ 507,858
- ---------------------------------------------------------------------------------------------
Operating income:
Insurance Services $ 133,383 $ 107,798 $ 85,036
Business & Government Services 59,781 42,858 12,811
Royalty 4,400 3,804 3,483
Divested and discontinued
product lines 84 8,045 15,446
Corporate and shared expenses (49,278) (43,503) (33,619)
- ---------------------------------------------------------------------------------------------
Operating income before
merger-related costs,
unusual items, and (loss)
gain on sale of business 148,370 119,002 83,157
Merger-related costs and
unusual items (18,009) (28,949) (2,400)
(Loss) gain on sale of businesses (10,853) -- 2,513
- ---------------------------------------------------------------------------------------------
Operating income $ 119,508 $ 90,053 $ 83,270
- ---------------------------------------------------------------------------------------------
[PHOTO]
[PHOTO]
Left to right:
JAMES LEE
Corporate Communications
DESLI WEBB QUINBY
Consumer Initiatives
RICK STEWART
EquiSearch
24
MANAGEMENT'S DISCUSSION AND ANALYSIS CONTINUED
ChoicePoint 2001 Annual Report
--------------------------------------------------------------------------------------------------------------------
COMPARISON OF 2001 WITH 2000-CONSOLIDATED RESULTS COMPARISON OF 2000 WITH 1999-CONSOLIDATED RESULTS
- -----------------------------------------------------------------------------------------------------------------------------------
Revenue The Company's revenue grew 11%, or $62.4 million, to The Company's revenue grew 17%, or $85.7 million, to
$656.0 million in 2001 from $593.5 million in 2000. $593.5 million in 2000 from $507.9 million in 1999.
Excluding revenue from our laboratory services Consolidated internal revenue growth was 13% in 2000.
business sold in August 2001 and discontinued product Revenue growth in 2000 resulted primarily from strong
lines in our Business & Government Services group, unit increases across the majority of product lines.
revenue grew 17%. Consolidated internal revenue Insurance Services' revenue from personal lines and
growth, which excludes the effect of revenue from the commercial software business and Business &
purchased acquisitions and divestitures, was 8% in Government Services' revenue from WorkPlace
2001. Revenue growth in 2001 resulted primarily from Solutions, Public Records, and the Direct Marketing
strong unit growth across our Insurance Services' business exhibited strong growth in 2000, offset
products and services and acquisitions in our partially by the decline in laboratory testing volume
Business & Government Services group. as a result of the continuing effect of Triple-X
legislation on the life insurance market, which was
passed by most states as of January 1, 2000.
Excluding the effect of laboratory services, which
was sold in August 2001, internal growth was 15% in
2000.
- -----------------------------------------------------------------------------------------------------------------------------------
Operating
Income Consolidated operating income before merger-related Consolidated operating income before merger-related
costs, unusual items, and loss on sale of business costs, unusual items, and gain on sale of
increased 25%, or $29.4 million, to $148.4 million business increased 43%, or $35.8 million, to $119.0
in 2001 from $119.0 million in 2000. Operating million in 2000 from $83.2 million in 1999.
margins (excluding the effects of merger-related Operating margins (excluding the effects of
costs, unusual items, and loss on sale of business) merger-related costs, unusual items, and gain on
were 22.6% in 2001 compared to 20.0% in 2000. The sale of business) were 20% in 2000 up from 16.4% in
improvement in margins from 2000 to 2001 was 1999. The improvement in margins from 1999 to 2000
primarily due to the strong revenue performance was a result of the strong revenue performance
discussed above, cost synergies realized in the discussed above, cost synergies realized in the
integration of the Company's acquisitions, and our integration of the Company's public records business
continued focus on improving cost efficiencies. and continued focus on improving cost efficiencies.
Consolidated operating income after merger-related Consolidated operating income after merger-related
costs, unusual items, and loss on sale of costs, unusual items, and gain on sale of
business was $119.5 million in 2001 and $90.1 million business was $90.1 million in 2000 and $83.3 million
in 2000. Merger-related costs and unusual items of in 1999. Merger-related costs and unusual items of
$18.0 million in 2001 and $28.9 million in 2000 $28.9 million in 2000 primarily relate to the merger
primarily relate to the merger with DBT Online, Inc. with DBT and asset impairments. Merger-related costs
("DBT") and asset impairments (see Note 10 to the and unusual items of $2.4 million in 1999 relate
Consolidated Financial Statements). The loss on sale primarily to costs incurred by DBT in DBT's merger
of business of $10.9 million in 2001 relates to the with I.R.S.C., Inc. and asset impairments (see Note
sale of the Company's laboratory services business 10 to the Consolidated Financial Statements). The
in August 2001 (see Note 4 to the Consolidated gain on sale of business of $2.5 million in 1999
Financial Statements). resulted from the prepayment of a note receivable
and repurchase of warrants related to the sale of
the Company's life and health insurance field
services and insurance claim investigative services
business ("the field businesses") in December 1998
(see Note 4 to the Consolidated Financial
Statements).
- -----------------------------------------------------------------------------------------------------------------------------------
Interest
Expense Interest expense, net decreased from $11.7 million Interest expense, net increased to $11.7 million in
in 2000 to $10.5 million in 2001. Lower interest 2000 from $9.5 million in 1999. Higher interest
rates and lower average borrowings under the rates and lower interest income from short-term
Company's credit facility, due to increased earn- investments were responsible for the increase in
ings and working capital management, were interest expense. Interest expense is net of
responsible for the decrease in interest expense. interest income from short-term investments of
Interest expense in 2000 is also net of interest $882,000 for 2000 and $1.7 million in 1999. Interest
income from short-term investments of $882,000. expense for 1999 is also net of $431,000 of interest
ChoicePoint has entered into two interest rate swap income from notes receivable and warrants related to
agreements to reduce the impact of changes in the sale of the field businesses.
interest rates on its floating rate long-term
obligations (see Note 5 to the Consolidated
Financial Statements).
- -----------------------------------------------------------------------------------------------------------------------------------
Income
Taxes In 2001, the provision for income taxes was $58.7 In 2000, the provision for income taxes was $34.5
million compared to $34.5 million in 2000. The million compared to $31.6 million in 1999. The
increase in the tax provision is primarily a result increase in the tax provision is primarily a result
of increased earnings and tax expense of $10.5 of increased earnings. ChoicePoint's overall
million related to the sale of our laboratory effective tax rates were 40.0% (44.0% including the
services business. ChoicePoint's overall effective effect of merger-related costs and unusual items) in
tax rates were 39.7% (53.8% including the effect of 2000, down from 42.8% in 1999. The decrease in
merger-related costs, unusual items, and loss on effective tax rates from 1999 to 2000 is primarily
sale of business) in 2001, down from 40.0% (44.0% due to implementation of state and local tax
including the effect of merger-related costs and planning initiatives.
unusual items) in 2000. The decrease in effective
tax rates from 2000 to 2001 is primarily due to
implementation of state and local tax planning
initiatives.
25
MANAGEMENT'S DISCUSSION AND ANALYSIS CONTINUED
ChoicePoint 2001 Annual Report
BUSINESS SEGMENT RESULTS
Insurance Services
2001 vs. 2000
Revenue from Insurance Services grew $48.2 million, or 19%, to $297.6 million
from $249.4 million in 2000, driven by continued strong unit performance, the
introduction of new personal lines products, and continued growth in our
commercial inspection, commercial software, and marketing businesses. During
2001, the Company acquired Insurity Solutions, Inc., a provider of
Internet-based rating, underwriting, and policy-servicing tools, and disposed
of its laboratory services business. Excluding these transactions, comparable
internal revenue growth over 2000 was 17%. Insurance Services had 2001
operating income of $133.4 million, an increase of $25.6 million, or 24%, from
$107.8 million in 2000. This resulted in a record operating margin of 44.8%
during 2001, compared with 43.2% in 2000, primarily as a result of the revenue
growth discussed above and continued focus on improving cost efficiencies.
[PHOTO]
DON MCGUFFEY
Data Acquisition
2000 vs. 1999
In 2000, revenue from Insurance Services grew $42.8 million, or 21%, to $249.4
million, driven by strong unit performance in personal lines products and
continued volume growth from the sales of Windows-based products in the
commercial software business. In 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 revenue growth in Insurance Services from 1999 to 2000, excluding
these acquisitions and the divestitures of ChoicePoint Limited, the Company's
United Kingdom-based insurance services division, and the laboratory services
business was 14%. Operating income increased $22.8 million, or 27%, to $107.8
million in 2000, resulting in an operating margin of 43.2% during 2000,
compared with 41.1% in 1999, primarily as a result of the revenue growth
discussed above.
Business & Government Services
2001 vs. 2000
Revenue from Business & Government Services was $327.7 million in 2001, an
increase of $44.6 million, or 16%, from $283.1 million in 2000. This revenue
increase was primarily due to acquisitions made in 2001, tempered by general
economic conditions which impacted our base business. During 2001, the Company
acquired BTi Employee Screening Services, Inc., a pre-employment background
screening organization; ABI Consulting, Inc., a third-party administrator of
employee drug testing programs; The Bode Technology Group, Inc., a premier
provider of DNA identification services; the pre-employment and drug testing
businesses of Pinkerton's, Inc., a unit of Securitas AB of Sweden; Marketing
Information & Technology, Inc., a provider of large-scale direct marketing
systems for Fortune 500 clients; and certain assets of National Medical Review
Offices, Inc., a large provider of medical review office services. There was no
comparable internal revenue growth for Business & Government Services excluding
these acquisitions for 2001 compared to 2000. Business & Government Services
had operating income of $59.8 million in 2001, an increase of $16.9 million, or
39%, over the prior year, resulting in an operating margin of 18.2% during 2001
compared with 15.1% in 2000. This improvement was primarily the result of the
cost synergies realized in the integration of the Company's acquisitions and
aggressive cost control efforts.
2000 vs. 1999
In 2000, revenue increased $52.2 million, or 23%, to $283.1 million, 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. Business & Government Services had operating income in
2000 of $42.9 million, an increase of $30.0 million, or 235%, over the prior
year, resulting in an operating margin of 15.1% during 2000 compared with 5.5%
in 1999. This improvement was primarily
26
MANAGEMENT'S DISCUSSION AND ANALYSIS CONTINUED
ChoicePoint 2001 Annual Report
the result of the revenue growth discussed above and cost synergies realized in
the integration of DBT into the Company's Public Records business.
OTHER RESULTS
Royalty revenue from laser technology patents held by the Company increased
slightly to $6.8 million in 2001 from $6.4 million in 2000 and $6.2 million in
1999. The remaining patents underlying this revenue expire between November
2004 and May 2005 (see Note 3 to the Consolidated Financial Statements).
Divested and discontinued product lines include the operating results
from the laboratory services business sold in August 2001, ChoicePoint Limited,
the Company's United Kingdom-based insurance division sold in January 2000, and
certain other product lines which were, as a result of the merger and
integration of the two public records businesses, determined to be duplicative
in nature or contrary to ChoicePoint's strategic goals and, hence, discontinued
(see Note 4 to the Consolidated Financial Statements).
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 $49.3
million in 2001 from $43.5 million in 2000 and $33.6 million in 1999 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 in 2000, and
additional resources to support the growth of the Company. Corporate and shared
expenses were approximately 7% of total revenue in 2001, 2000, and 1999.
FINANCIAL CONDITION AND LIQUIDITY
The Company's sources of cash liquidity include cash and cash equivalents, cash
from operations, amounts available under credit facilities, and other external
sources of funds. The Company's short-term and long-term liquidity depends
primarily upon its level of net income, working capital management (accounts
receivable, accounts payable and 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 (see Note 5 to
the Consolidated Financial Statements). Borrowings under the Credit Facility
were $139.0 million at December 31, 2000, and $155.0 million at December 31,
2001. ChoicePoint may use additional borrowings under the Credit Facility to
finance acquisitions and for general corporate cash requirements. As the
current Credit Facility matures in August 2002, we anticipate entering into a
new credit facility in the first half of 2002 and may desire to obtain
additional long-term financing for other uses of cash or for strategic reasons.
The Company anticipates no difficulty in obtaining long-term financing based
on favorable experiences in the debt market in the recent past. ChoicePoint may
also utilize lines of credit with two banks for overnight borrowings; however,
no such borrowings were outstanding at December 31, 2001 or 2000.
Derivative financial instruments at December 31, 2001 and 2000 consist
of interest rate swap agreements (see Note 5 to the Consolidated Financial
Statements) entered into to limit the effect of changes in interest rates on
the Company's floating rate long-term obligations and synthetic lease
agreement. At December 31, 2001, the total notional amount under these swap
agreements was $150 million and the Company paid a weighted average fixed rate
of 6.45% during 2001 and 5.6% during 2000. Amounts currently due to or from
interest rate swap counterparties are recorded as expense in the period in
which they accrue. The Company does not enter into derivative 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 a liability of $6.1 million at December 31, 2001 and is accounted
for in accordance with Statement of Financial Accounting Standards No. 133,
"Accounting for Derivative Instruments and Hedging Activities."
In July 2001, to obtain an additional source of financing, the Company
and certain of its subsidiaries entered into an agreement (the "Receivables
Facility") with a financial institution whereby it may sell on a continuous
basis, and without recourse, an undivided interest in all eligible trade
accounts receivable subject to limitations. The Company will maintain the
balance in the designated pool of accounts receivable sold by selling
[PHOTO]
[PHOTO]
Left to right:
SHARYN DOANES
Human Resources
DARRYL LEMECHA
Chief Information Officer
27
MANAGEMENT'S DISCUSSION AND ANALYSIS CONTINUED
ChoicePoint 2001 Annual Report
undivided interests in new receivables as existing receivables are collected.
The Receivables Facility is an off-balance sheet financial instrument which
permits the advance of up to $100 million on the sale of accounts receivable.
There were no sales of accounts receivable under the Receivables Facility
during 2001.
OFF-BALANCE SHEET ITEMS CONSIST OF A SYNTHETIC LEASE ON THE
COMPANY'S HEADQUARTERS BUILDING AND A RECEIVABLES FACILITY TO
SELL RECEIVABLES WITHOUT RECOURSE.
In 1997, the Company entered into a $25 million synthetic lease
agreement for the Company's headquarters building. Under the synthetic lease
agreement, a third party lessor purchased the property, paid for the
construction and leased the building to the Company. The lease expires in 2007,
at which time the Company has the following options: renew the lease for an
additional five years, purchase the building for the original cost or remarket
the property. If the Company elects to remarket the property, ChoicePoint must
guarantee the lessor 80% of the original cost.
The Company has accounted for this synthetic lease as an operating
lease and has recorded rent expense. If the Company had elected to purchase the
property instead of entering into the synthetic lease, our assets and debt
would have increased by $25 million at December 31, 2001 and the Company would
have recorded additional depreciation expense of $800,000 in 2001.
Additionally, in August 2001, the Company entered into a financing
arrangement for up to $52 million to finance the expansion of its headquarters
facilities which will be constructed in 2002.
Contractual obligations and the related future payments are as follow:
Payments Due by Period
There-
(In thousands) Total 2002 2003 2004 after
- ----------------------------------------------------------------------------------------------
Debt $157,225 $155,125 $ 130 $ 140 $ 1,830
Capital Lease
Obligations 1,591 1,310 281 -- --
Operating Leases
and Other
Commitments 67,076 14,631 14,624 12,859 24,962
- ----------------------------------------------------------------------------------------------
Total Contractual
Cash
Obligations $225,892 $171,066 $15,035 $12,999 $26,792
- ----------------------------------------------------------------------------------------------
We believe that our existing cash balance, available debt, and cash
flows from operations will be sufficient to meet our working capital and
capital expenditure requirements for the next twelve months. However, any
material variance of our operating results from our projections or the
investments in or acquisitions of businesses, products, or technologies could
require us to obtain additional equity or debt financing.
Cash provided by operations increased from $101.7 million in 1999 to
$110.2 million in 2000 and $127.5 million in 2001. These increases were
primarily attributable to the increase in net income, as adjusted for
depreciation and amortization. During 2001, ChoicePoint continued to invest in
future growth and used $154.3 million for acquisitions net of cash acquired,
$18.9 million for property and equipment, and $31.8 million for other asset
additions (primarily purchased data files and internally developed and
externally purchased software). During 2000, ChoicePoint invested $110.4
million for acquisitions net of cash acquired, $14.5 million for property and
equipment, and $16.5 million for other asset additions (primarily purchased
data files and internally developed and externally purchased software). In 1999,
ChoicePoint used $43.9 million for acquisitions net of cash acquired, $33.6
million for additions to other assets, and $18.7 million for additions to
property and equipment.
In addition to the expansion of the Company's headquarters facilities,
the Company anticipates capital expenditures in the range of $50 million to $60
million in 2002, which will be used primarily for the development of a new
public records technology platform, new product development, system upgrades,
and other assets, including purchased data files and internally developed and
externally purchased software.
Earnings before interest, taxes, depreciation, and amortization
("EBITDA") excluding merger-related costs, unusual items, and (loss) gain on
sale of business increased $35.3 million, or 20%, to $207.9 million in 2001
from $172.6 million for 2000 and $131.7 million for 1999. EBITDA margins
increased from 25.9% in 1999 to 29.1% in 2000 and a record 31.7% in 2001 due to
ChoicePoint's strong operating performance. The Company has included EBITDA
data (which is not a measure of financial performance under accounting
principles generally accepted in the United States) 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.
Economic Value Added(R) ("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 $10 million in 2001 due primarily to strong operating results and
capital management.
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.
28
MANAGEMENT'S DISCUSSION AND ANALYSIS CONTINUED
ChoicePoint 2001 Annual Report
NEW ACCOUNTING PRONOUNCEMENTS
Effective January 1, 2001, the Company adopted Statement of Financial
Accounting Standards ("SFAS") No. 133, "Accounting for Derivative Instruments
and Hedging Activities," ("SFAS No. 133"), subsequently amended by SFAS No.
138. SFAS No. 133 establishes accounting and reporting standards for derivative
instruments and for hedging activities (see Note 3 to the Consolidated
Financial Statements). The adoption of SFAS No. 133 as of January 1, 2001,
resulted in a charge to Other Comprehensive Income ("OCI") of $2.8 million, net
of taxes. During the year ended December 31, 2001, the Company recorded the
change in value related to its cash flow hedges to OCI, which was not material.
In June 2001, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 141, "Business Combinations," effective July 1, 2001 and SFAS No. 142,
"Goodwill and Other Intangible Assets," effective for the Company on January 1,
2002. SFAS No. 141 prohibits pooling-of-interests accounting for acquisitions
initiated after June 30, 2001 and broadens the criteria for recording
intangible assets separate from goodwill. SFAS No. 142 requires companies to
cease amortizing goodwill that existed at June 30, 2001 on December 31, 2001,
and any goodwill resulting from acquisitions completed after June 30, 2001 will
not be amortized. SFAS No. 142 also establishes a new method of testing
goodwill for impairment (see Note 3 to the Consolidated Financial Statements).
The provisions of SFAS No. 142 which apply to goodwill and intangible assets
acquired prior to June 30, 2001 will be adopted by ChoicePoint on January 1,
2002. Early adoption of SFAS No. 142 is not permitted nor is retroactive
application to prior period financial statements. We expect the adoption of
these accounting standards will result in certain of our intangibles being
subsumed into goodwill and will result in the discontinuation of amortization
of these assets and goodwill; however, impairment reviews may result in future
periodic write-downs. The Company will complete its initial goodwill impairment
tests by June 30, 2002 and will record any impairment loss as a change in
accounting in accordance with SFAS No. 142 retroactive to January 1, 2002. As a
result of adoption on January 1, 2002, goodwill and certain intangible assets
will no longer be amortized, and accordingly, the Company's effective tax rate
is expected to decrease in fiscal 2002. The impact of intangible asset
amortization that would not have been amortized pursuant to SFAS No. 142 during
the year ended December 31, 2001 on a diluted earnings per share basis was
$0.20.
BEGINNING IN 2002, THE COMPANY WILL NO LONGER AMORTIZE GOODWILL; HOWEVER,
IMPAIRMENT REVIEWS MAY RESULT IN FUTURE PERIODIC WRITEDOWNS OF GOODWILL.
In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets" ("SFAS No. 144"). SFAS No. 144 is effective for
fiscal years beginning after December 15, 2001, and interim periods within
those fiscal years and should be applied prospectively (See Note 3 to the
Consolidated Financial Statements). SFAS No. 144 addresses financial accounting
and reporting for the impairment or disposal of long-lived assets. It
supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to Be Disposed Of," and requires that discontinued
operations be measured at the lower of the carrying amount or fair value less
cost to sell. We are currently evaluating the impact of this statement on our
Consolidated Financial Statements but do not expect its adoption will have a
material impact on the consolidated results of operations or financial
position.
[PHOTO]
STEVE RITCHIE
Business Development
29
MANAGEMENT'S DISCUSSION AND ANALYSIS CONTINUED
ChoicePoint 2001 Annual Report
CRITICAL ACCOUNTING POLICIES
The consolidated financial statements are prepared in accordance with
accounting principles generally accepted in the United States, which require
the Company to make estimates and assumptions (see Note 3 to the Consolidated
Financial Statements). The Company believes that of its significant accounting
policies (see Note 3 to the Consolidated Financial Statements), the following
may involve a higher degree of judgment and complexity:
Purchase price allocation: Over its history, the Company's growth has
been partly driven by acquisitions. The application of the purchase method of
accounting requires companies to assign values to acquired assets and
liabilities, including intangible assets acquired based on their fair value.
The determination of fair value for acquired assets, particularly intangible
assets, requires a high degree of judgment, and estimates often involve
significant subjectivity due to the lack of transparent market data or listed
market prices. The Company generally uses internal cash flow models and other
evaluations as well as third-party appraisals in determining the fair value of
assets acquired; however, the use of different valuation models or assumptions
could produce different financial results.
[PHOTO]
MICHAEL DE JANES
General Counsel
and Secretary
Impairment and other exit activities: As discussed in Note 10 to the
Consolidated Financial Statements, in connection with selling and integrating
certain business operations, the Company has incurred certain exit costs,
generally for the accrual of remaining leasehold obligations, data contract
obligations and targeted terminated employee separation costs, and asset
impairment charges for data and software assets that will no longer be used.
Inherent in the accruals for exit costs and the assumptions used in impairment
analyses are certain significant management judgments and estimates. The
Company periodically reviews and reevaluates the assumptions used for the
accrual of exit costs and adjusts the accrual as necessary.
Software developed for internal use: As discussed in Note 3 to the
Consolidated Financial Statements, the Company capitalizes certain direct costs
incurred in the development of internal use software. Amortization of such
costs as cost of sales is done on a straight-line basis generally over three to
five years. The Company periodically evaluates the recoverability of
capitalized costs or as changes in circumstance suggest a possible impairment
may exist. Primarily in connection with the DBT merger and integration of the
Company's public records businesses, capitalized software costs were written
down by $2.7 million in 2001 and $2.1 million in 2000. No capitalized software
costs were written down in 1999. Amortization of capitalized software costs
amounted to $6.7 million, $5.9 million, and $3.7 million for the years ended
December 31, 2001, 2000, and 1999.
FORWARD-LOOKING STATEMENTS
Certain written and oral statements made by or on behalf of the Company,
including information in this Annual Report, 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
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, and 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 ability of the
Company to refinance its Credit Facility; 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, 2001. 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.
30
REPORT OF MANAGEMENT
ChoicePoint 2001 Annual Report
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 accounting
principles generally accepted in the United States 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
- ----------------------------------------
Doug C. Curling
Chief Operating Officer
/s/ Michael S. Wood
- ----------------------------------------
Michael S. Wood
Chief Financial Officer
/s/ David E. Trine
- ----------------------------------------
David E. Trine
Treasurer and Corporate Controller
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
CHOICEPOINT 2001 ANNUAL REPORT
To ChoicePoint Inc.:
We have audited the accompanying consolidated balance sheets of ChoicePoint
Inc. (a Georgia corporation) and subsidiaries as of December 31,2001 and 2000
and the related consolidated statements of income, shareholders' equity, and
cash flows for each of the three years in the period ended December 31, 2001.
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 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 revenue of 15% of the related consolidated total
for the year ended December 31, 1999. 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, 2001 and 2000 and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 2001 in conformity with accounting principles generally accepted
in the United States.
/s/ Arthur Andersen, LLP
- ----------------------------------
Atlanta, Georgia
February 15, 2002
31
CONSOLIDATED STATEMENTS OF INCOME
ChoicePoint 2001 Annual Report
(In thousands, except per share data)
Year Ended December 31, 2001 2000 1999
- --------------------------------------------------------------------------------------------------------------------------------
Revenue $ 655,967 $ 593,533 $ 507,858
- --------------------------------------------------------------------------------------------------------------------------------
Costs and expenses:
Cost of services 385,839 343,994 312,976
Selling, general, and administrative 121,758 130,537 111,725
Loss (gain) on sale of businesses 10,853 -- (2,513)
Merger-related costs and unusual items 18,009 28,949 2,400
- --------------------------------------------------------------------------------------------------------------------------------
Total costs and expenses 536,459 503,480 424,588
Operating income 119,508 90,053 83,270
Interest expense, net 10,487 11,743 9,486
--------------------------------------------------------------------------------------------------------------------------------
Income before income taxes 109,021 78,310 73,784
Provision for income taxes 58,687 34,488 31,587
- --------------------------------------------------------------------------------------------------------------------------------
Net income $ 50,334 $ 43,822 $ 42,197
================================================================================================================================
Earnings per share - basic (Notes 3 and 7) $ 0.81 $ 0.73 $ 0.72
Weighted average shares - basic 61,813 59,871 58,596
Earnings per share - diluted (Notes 3 and 7) $ 0.77 $ 0.69 $ 0.69
Weighted average shares - diluted 65,363 63,104 61,193
The accompanying notes are an integral part of these consolidated
financial statements.
[PHOTO]
[PHOTO]
Left to right:
MOSES BROWN
Administration
GAIL PETERSON
Technology Capital Projects
32
CONSOLIDATED BALANCE SHEETS
ChoicePoint 2001 Annual Report
(In thousands, except par values)
December 31, 2001 2000
- --------------------------------------------------------------------------------------------------------------------------------
ASSETS
Current assets:
Cash and cash equivalents $ 53,033 $ 44,909
Accounts receivable, net of allowance for doubtful accounts of
$4,634 in 2001 and $5,787 in 2000 128,307 109,709
Deferred income tax assets 7,266 7,788
Other current assets 24,064 15,923
- --------------------------------------------------------------------------------------------------------------------------------
Total current assets 212,670 178,329
Property and equipment, net 64,929 68,792
Goodwill, net 450,912 370,232
Deferred income tax assets 9,183 10,244
Other 94,698 76,842
- --------------------------------------------------------------------------------------------------------------------------------
Total assets $ 832,392 $ 704,439
================================================================================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term debt and current maturities of long-term debt $ 156,426 $ 638
Accounts payable 34,251 31,123
Accrued salaries and bonuses 33,697 29,919
Other current liabilities 60,315 44,659
- --------------------------------------------------------------------------------------------------------------------------------
Total current liabilities 284,689 106,339
Long-term debt, less current maturities 2,390 141,638
Postretirement benefit obligations 43,976 45,844
Other long-term liabilities 16,516 9,549
- --------------------------------------------------------------------------------------------------------------------------------
Total liabilities 347,571 303,370
- --------------------------------------------------------------------------------------------------------------------------------
Commitments and contingencies (Note 9)
Shareholders' equity:
Preferred stock, $0.01 par value; 10,000 shares authorized,
no shares issued or outstanding -- --
Common stock, $0.10 par value; shares authorized - 100,000; issued -
63,371 in 2001 and 61,566 in 2000 6,337 6,157
Paid-in capital 299,725 258,796
Retained earnings 197,960 147,626
Cumulative other comprehensive income (3,635) (92)
Treasury stock, at cost, 794 shares in 2001 and 701 shares in 2000 (15,566) (11,418)
- --------------------------------------------------------------------------------------------------------------------------------
Total shareholders' equity 484,821 401,069
- --------------------------------------------------------------------------------------------------------------------------------
Total liabilities and shareholders' equity $ 832,392 $ 704,439
================================================================================================================================
The accompanying notes are an integral part of these consolidated
balance sheets.
SEE NOTES 5 AND 9 FOR DISCUSSION OF OFF-BALANCE SHEET ITEMS
AND OTHER COMMITMENTS.
33
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
ChoicePoint 2001 Annual Report
Cumulative
Other
Comprehensive Common Paid-in Retained Comprehensive Treasury
(In thousands) Income Stock Capital Earnings Income Stock Total
- -----------------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 1998 $ 5,887 $186,065 $ 61,607 $ (176) $ (9,918) $243,465
Net income $ 42,197 -- -- 42,197 -- -- 42,197
Unrealized loss on short-term
investments (255) -- -- -- (255) -- (255)
Translation adjustments (45) -- -- -- (45) -- (45)
--------
Comprehensive income $ 41,897
--------
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
Stock purchased by employee
benefit trusts -- -- -- -- (1,500) (1,500)
Other 1 2,845 -- -- -- 2,846
- -----------------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 1999 6,017 221,382 103,804 (476) (11,418) 319,309
Net income $ 43,822 -- -- 43,822 -- -- 43,822
Change in unrealized net loss
on investments 255 -- -- -- 255 -- 255
Translation adjustments 129 -- -- -- 129 -- 129
--------
Comprehensive income $ 44,206
--------
Restricted stock plans, net (6) 273 -- -- -- 267
Stock options exercised 146 30,844 -- -- -- 30,990
Tax benefit of stock options exercised -- 6,297 -- -- -- 6,297
- ------------------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 2000 6,157 258,796 147,626 (92) (11,418) 401,069
NET INCOME $ 50,334 -- -- 50,334 -- -- 50,334
CHANGE IN FAIR VALUE OF
DERIVATIVES, NET OF DEFERRED
TAXES OF $2.4 MILLION (3,635) -- -- -- (3,635) -- (3,635)
TRANSLATION ADJUSTMENTS 92 -- -- -- 92 -- 92
--------
COMPREHENSIVE INCOME $ 46,791
--------
RESTRICTED STOCK PLANS, NET 10 2,534 -- -- -- 2,544
STOCK OPTIONS EXERCISED 166 26,433 -- -- -- 26,599
COMMON STOCK REDEEMED -- -- -- -- (2,176) (2,176)
STOCK PURCHASED BY EMPLOYEE
BENEFIT TRUSTS 4 (4) -- -- (1,972) (1,972)
TAX BENEFIT OF STOCK OPTIONS EXERCISED -- 11,966 -- -- -- 11,966
- ------------------------------------------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 2001 $ 6,337 $299,725 $197,960 $ (3,635) $(15,566) $484,821
===================================================================================================================================
The accompanying notes are an integral part of these consolidated
financial statements.
34
CONSOLIDATED STATEMENTS OF CASH FLOWS
ChoicePoint 2001 Annual Report
(In thousands)
December 31, 2001 2000 1999
- ------------------------------------------------------------------------------------------------------------------------------------
Cash flows from operating activities:
Net income $ 50,334 $ 43,822 $ 42,197
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 59,512 53,619 48,588
Provision for merger-related costs and unusual items 18,009 28,949 2,400
Pretax loss (gain) on sale of businesses 10,853 -- (2,513)
Compensation recognized under employee stock plans, net 2,544 239 2,134
Stock issued for employee benefit plan -- -- 307
Tax benefit of stock options exercised 11,966 6,297 1,681
Changes in assets and liabilities, excluding effects of
acquisitions and divestitures:
Accounts receivable, net (7,817) 7,009 2,843
Other current assets (10,617) (5,276) 2,601
Deferred income taxes 6,023 4,145 3,402
Current liabilities, excluding debt (11,772) (29,111) 1,610
Other long-term liabilities, excluding debt (1,536) 513 (3,560)
- ------------------------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities 127,499 110,206 101,690
Cash flows from investing activities:
Acquisitions, net of cash acquired (154,259) (110,376) (43,903)
Payment of notes payable for acquisitions -- -- (22,701)
Cash proceeds from sale of businesses 49,000 1,500 22,000
Proceeds from sales or maturities of short-term investments -- 16,198 9,085
Additions to property and equipment, net (18,880) (14,509) (18,735)
Additions to other assets, net (31,797) (16,524) (33,591)
- ------------------------------------------------------------------------------------------------------------------------------------
Net cash used by investing activities (155,936) (123,711) (87,845)
Cash flows from financing activities:
Proceeds from Credit Facility 90,000 75,000 30,000
Payments on Credit Facility (74,000) (120,000) (35,000)
Payments on other debt, net (1,982) (612) (4,530)
Proceeds from issuance of common stock -- -- 24,081
Redemption of common stock (2,176) -- --
Purchases of stock held by employee benefit trusts (1,972) -- (1,500)
Proceeds from exercise of stock options 26,599 30,990 6,077
- ------------------------------------------------------------------------------------------------------------------------------------
Net cash provided (used) by financing activities 36,469 (14,622) 19,128
- ------------------------------------------------------------------------------------------------------------------------------------
Effect of foreign currency exchange rates on cash 92 (65) (79)
- ------------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents 8,124 (28,192) 32,894
Cash and cash equivalents, beginning of year 44,909 73,101 40,207
- ------------------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of year $ 53,033 $ 44,909 $ 73,101
====================================================================================================================================
The accompanying notes are an integral part of these consolidated
financial statements.
35
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
ChoicePoint 2001 Annual Report
1 NATURE OF OPERATIONS
ChoicePoint Inc., a Georgia corporation ("ChoicePoint" or the "Company"), is the
leading provider of identification and credential verification services, which
transform data into Actionable Intelligence. ChoicePoint is committed to the
responsible use of information and the protection of personal privacy as
fundamental planks of the Company's business model. 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 insurers. Major offerings to the personal lines property and casualty
market include claims history data, motor vehicle records, credit information,
and marketing and modeling services. Additionally, ChoicePoint provides
customized policy rating and issuance software and property inspections and
audits to the commercial insurance market. Prior to the divestiture in August
2001 (see Note 4), ChoicePoint also provided 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.
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 spin-off on August 8, 1997 (the "Spinoff")
of the Company's outstanding stock by Equifax as a stock dividend to the
shareholders of Equifax.
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.
On May 16, 2000, ChoicePoint completed a merger (the "Merger") with DBT
Online, Inc. ("DBT"), a leading nationwide provider of online public records
data and other publicly available information, 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
(pre-split) of ChoicePoint common stock. 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. 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 period preceding the Merger.
(In thousands)
- ------------------------------------------------------------------------
1999 Net Revenues Net Income
- ------------------------------------------------------------------------
ChoicePoint $430,143 $ 39,389
DBT 77,715 2,808
- ------------------------------------------------------------------------
$507,858 $ 42,197
========================================================================
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 and first quarter of 2001.
3 SIGNIFICANT ACCOUNTING POLICIES
NEW ACCOUNTING PRONOUNCEMENTS - Effective January 1, 2001, the Company adopted
Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for
Derivative Instruments and Hedging Activities," subsequently amended by SFAS No.
138. 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 formally documents all relationships between hedging
instruments and hedged items, as well as its risk management objectives and
strategies for undertaking various hedge transactions. The Company has
designated all of its derivatives as cash flow hedges and, where applicable,
linked the hedges to floating-rate liabilities on the balance sheet. The Company
assesses, on an ongoing basis, whether the derivatives that are used in hedging
transactions are highly effective in offsetting changes in fair value or cash
flows of hedged items. Should it be determined that a derivative is not highly
effective as a hedge, the Company will discontinue hedge accounting treatment.
The adoption of SFAS No.133 as of January 1, 2001 resulted in a transition
charge to Other Comprehensive Income ("OCI") of $2.8 million, net of taxes.
During the year ended December 31, 2001, the Company recorded the change in
value related to its cash flow hedges to OCI, which was not material.
In June 2001, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 141, "Business Combinations," effective July 1, 2001 and SFAS No. 142,
"Goodwill and Other Intangible Assets," effective for the Company on January 1,
2002.
36
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
ChoicePoint 2001 Annual Report
SFAS No. 141 prohibits pooling-of-interests accounting for acquisitions
initiated after June 30, 2001, and broadens the criteria for recording
intangible assets separate from goodwill. SFAS No. 142 requires companies to
cease amortizing goodwill that existed at June 30, 2001 on December 31, 2001,
and any goodwill resulting from acquisitions completed after June 30, 2001 will
not be amortized. SFAS No. 142 also establishes a new method of testing goodwill
for impairment on an annual basis or on an interim basis if an event occurs or
circumstances change that would reduce the fair value of a reporting unit below
its carrying value. The provisions of SFAS No. 142, which apply to goodwill and
intangible assets acquired prior to June 30, 2001, will be adopted by
ChoicePoint on January 1, 2002. Early adoption of SFAS No. 142 is not permitted
nor is the retroactive application to prior period financial statements. We
expect the adoption of these accounting standards will result in certain of our
intangibles being subsumed into goodwill and will result in the discontinuation
of amortization of these assets and goodwill; however, impairment reviews may
result in future periodic write-downs. The Company will complete its initial
goodwill impairment tests by June 30, 2002 and will record any impairment loss
as a change in accounting in accordance with SFAS No. 142 retroactive to January
1, 2002. As a result of adoption on January 1, 2002, goodwill and certain
intangible assets will no longer be amortized, and accordingly, the Company's
effective tax rate is expected to decrease in fiscal 2002. The impact of
intangible asset amortization that would not have been amortized pursuant to
SFAS No. 142 during the year ended December 31, 2001 on a diluted earnings per
share basis was $0.20.
BEGINNING IN 2002, THE COMPANY WILL NO LONGER AMORTIZE
GOODWILL; HOWEVER, IMPAIRMENT REVIEWS MAY RESULT IN FUTURE
PERIODIC WRITEDOWNS OF GOODWILL.
In August 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets." SFAS No. 144 is effective for
fiscal years beginning after December 15, 2001, and interim periods within those
fiscal years, and should be applied prospectively. SFAS No. 144 addresses
financial accounting and reporting for the impairment or disposal of long-lived
assets. It supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to Be Disposed Of," and the reporting
provisions of Accounting Principles Board ("APB") Opinion No. 30, "Reporting the
Results of Operations - Reporting the Effects of Disposal of a Segment of a
Business, and Extraordinary, Unusual and Infrequently Occurring Events and
Transactions." SFAS No. 144 establishes a single accounting model for long-lived
assets to be disposed of by sale and broadens the presentation of discontinued
operations in the income statement to include a component of an entity, rather
than a segment of a business. A component of an entity comprises operations and
cash flows that can be clearly distinguished, operationally and for financial
reporting purposes, from the rest of the entity. SFAS No. 144 also requires that
discontinued operations be measured at the lower of the carrying amount or fair
value less cost to sell. We are currently evaluating the impact of this
statement on our Consolidated Financial Statements but do not expect its
adoption will have a material impact on the consolidated results of operations
or financial position.
USE OF ESTIMATES - The preparation of financial statements in conformity with
accounting principles generally accepted 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.
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
("SOP") 97-2, "Software Revenue Recognition." In accordance with Emerging
Issues Task Force ("EITF") 99-19, "Reporting Revenue Gross as a Principal versus
Net as an Agent," the Company records certain revenue on a net basis. 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 fixed 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 $461.2 million in 2001, $395.6 million in 2000, and
$393.0 million in 1999.
PROPERTY AND EQUIPMENT - Property and equipment at December 31, 2001 and 2000
consisted of the following:
(In thousands)
December 31, 2001 2000
- -----------------------------------------------------------------------------
Land, buildings, and improvements $ 28,932 $ 35,254
Data processing equipment and furniture 121,531 129,815
Less accumulated depreciation (85,534) (96,277)
- -----------------------------------------------------------------------------
$ 64,929 $ 68,792
=============================================================================
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.
37
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
ChoicePoint 2001 Annual Report
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 based on internal evaluations and independent
third-party appraisals. Goodwill for acquisitions prior to July 1, 2001 is
amortized on a straight-line basis over ten to 40 years. Accumulated
amortization was $56.7 million as of December 31, 2001 and $47.4 million as of
December 31, 2000.
Other assets at December 31, 2001 and 2000 consisted of the following:
(In thousands)
December 31, 2001 2000
- --------------------------------------------------------------------------------
Other acquisition intangibles, net $27,180 $16,202
System development and other deferred costs, net 60,403 46,923
Royalty patents, net 4,745 6,440
Other 2,370 7,277
- --------------------------------------------------------------------------------
$94,698 $76,842
================================================================================
Other acquisition intangibles include software, customer relationships,
data files, technology, workforce, and noncompete agreements and are being
amortized on a straight-line basis over three to ten years. Accumulated
amortization was $28.3 million as of December 31, 2001 and $27.1 million as of
December 31, 2000.
For the years ended December 31, costs of software developed for
internal use of approximately $24.9 million in 2001, $9.8 million in 2000, and
$27.0 million in 1999 were capitalized and are included in system development
and other deferred costs. The amounts capitalized include certain direct costs,
including independent contractor and payroll costs in accordance with SOP 98-1,
"Accounting for the Costs of Computer Software Developed or Obtained for
Internal Use." System development and other deferred costs are being amortized
on a straight-line basis primarily over three to five years. Accumulated
amortization was $39.4 million as of December 31, 2001 and $35.7 million as of
December 31, 2000.
The Company owns a 62.5% interest in laser patent revenue relating to
certain patents involving laser technology which expire 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.
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 in accordance with SFAS
No. 121. 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, 2001,
approximately $12.7 million of goodwill and other long-lived assets were written
down to fair value and recognized as unusual items (Note 10).
DEPRECIATION AND AMORTIZATION EXPENSE - Depreciation and amortization expense
for 2001, 2000, and 1999 consisted of the following:
(In thousands)
Year Ended December 31, 2001 2000 1999
- --------------------------------------------------------------------------------
Property and equipment $23,297 $21,582 $21,482
Goodwill 17,516 15,709 11,290
Other acquisition intangibles 5,413 4,477 5,784
Royalty patents 1,695 1,695 1,695
System development and other
deferred costs 11,591 10,156 8,337
- --------------------------------------------------------------------------------
$59,512 $53,619 $48,588
================================================================================
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) were
approximately $46.6 million in 2001, $25.4 million in 2000, and $27.7 million in
1999. Interest paid on long-term debt totaled $10.0 million in 2001, $12.7
million in 2000, and $11.5 million in 1999. 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.
In 2001, 2000, and 1999, 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, 2001 2000 1999
- --------------------------------------------------------------------------------
Fair value of assets acquired $181,570 $119,667 $45,303
Cash paid for acquisitions 157,348 110,613 43,229
- --------------------------------------------------------------------------------
Liabilities assumed $ 24,222 $ 9,054 $ 2,074
================================================================================
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.
Derivative financial instruments at December 31, 2001 and 2000 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 synthetic lease agreement. Amounts currently due to or from interest rate
swap counterparties are
38
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
ChoicePoint 2001 Annual Report
recorded in expense in the period in which they accrue. The Company does
not enter into derivative 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 a liability of $6.1 million at
December 31, 2001.
EARNINGS PER SHARE - Diluted earnings per share includes the dilutive effect of
stock options (Note 7).
RECLASSIFICATIONS - Certain prior year amounts have been reclassified to conform
with the current year presentation.
4 ACQUISITIONS AND DIVESTITURES
Acquisitions - During 2001, 2000, and 1999, the Company acquired 100% of the
following businesses:
Date
Business Acquired
- ----------------------------------------------------------------------------
Marketing Information & Technology, Inc. July 2001
Pinkerton's, Inc. (pre-employment and
drug testing businesses) July 2001
The Bode Technology Group, Inc. Apr. 2001
National Medical Review Offices, Inc. Apr. 2001
Insurity Solutions, Inc. Mar. 2001
BTi Employee Screening Services, Inc. Feb. 2001
ABI Consulting, Inc. Feb. 2001
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
The acquisitions above were accounted for as purchases, and the results of
operations from these acquisitions are included in ChoicePoint's consolidated
results from the date acquired. 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.
In 2001, the Company acquired Marketing Information &
Technology, Inc., a provider of large-scale direct marketing systems
for Fortune 500 clients, based in the Boston, Massachusetts area;
the pre-employment and drug testing businesses of Pinkerton's,
Inc., a unit of Securitas AB of Sweden, based in Charlotte, North
Carolina; The Bode Technology Group, Inc., a premier provider of
THE DETERMINATION OF THE FAIR VALUE OF ASSETS ACQUIRED
REQUIRES A HIGH DEGREE OF JUDGMENT AND THE USE OF ESTIMATES.
THE COMPANY GENERALLY USES INTERNAL CASH FLOW MODELS,
OTHER EVALUATIONS, AND THIRD-PARTY APPRAISALS IN DETERMINING
FAIR VALUES.
DNA identification services, based in Springfield, Virginia; certain assets of
National Medical Review Offices, Inc., a large provider of medical review office
services, based in Los Angeles, California; Insurity Solutions, Inc., a provider
of Internet-based rating, underwriting, and policy-servicing tools based in
Cumming, Georgia; BTi Employee Screening Services, Inc., a pre-employment
background screening organization based in Dallas, Texas; and ABI Consulting,
Inc., a third-party administrator of employee drug testing programs, based in
Murray, Utah.
The 2001 acquisitions had an aggregate purchase price of $157.3
million, which was paid primarily in cash, $138.1 million was allocated to
goodwill, of which $99.0 million is expected to be fully deductible for tax
purposes, and $18.4 million to intangible assets, which are being amortized over
three to ten years (primarily customer relationships, data files, and software).
Goodwill from the 2001 acquisitions prior to July 1, 2001 of $52.4 million is
amortized on a straight-line basis over 25 to 30 years and other intangible
assets over three to five years. Goodwill from acquisitions after June 2001 of
$85.7 million was not amortized in accordance with SFAS No. 142. Goodwill of
$4.2 million was allocated to Insurance Services and $133.9 million to Business
& Government Services. As of December 31, 2001, $4.9 million has been charged
against total accrued transaction costs related to these acquisitions of $9.4
million. The remaining accrual will primarily be used for future lease
terminations and related office closure expenses. Certain of these acquisitions
are subject to contingent payment agreements based on revenue and operating
profit goals over the next two to three years. The Company will record goodwill
related to these contingent payment agreements as goals are met and payments are
reasonably estimable and probable.
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 pro forma effect of purchased acquisitions made in 2001, 2000, and
1999 is not material to the consolidated financial statements.
39
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
ChoicePoint 2001 Annual Report
DIVESTITURES - In August 2001, the Company sold its laboratory services business
to LabOne,Inc. for $49 million and retained certain assets. The results of this
business historically had been included in the Insurance Services business
segment. Operating segment results have been restated for all periods to reflect
the sale of this line of business (see Note 11). Consolidated operating income
for the year ended December 31, 2001 includes a $10.9 million pretax loss on the
sale, which includes transaction-related costs of $6.9 million, including
severance and retention commitments for approximately 170 employees. Net income
for the year ended December 31, 2001 includes a $21.4 million (including tax
expense of $10.5 million) after-tax loss on the sale of the laboratory services
business.
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
connection with the strategic partnership with Experian Limited, ChoicePoint has
recognized earnings of $1.9 million in 2001 and $450,000 in 2000.
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 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 included 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.
5 DEBT
Long-term debt at December 31, 2001 and 2000 was as follows:
(In thousands)
December 31, 2001 2000
- --------------------------------------------------------------------------------
Credit facility $ 155,000 $ 139,000
Other long-term debt 2,225 2,345
Capital leases 1,591 931
- --------------------------------------------------------------------------------
158,816 142,276
Less current maturities (156,426) (638)
- --------------------------------------------------------------------------------
$ 2,390 $ 141,638
================================================================================
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. The Company anticipates entering
into a new credit facility in the first half of 2002 and may desire to obtain
additional long-term financing. The Company anticipates no difficulty in
obtaining long-term financing.
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, and adjusted
for the interest rate swap agreement discussed below, at December 31, 2001 was
5.6% and 6.9% at December 31, 2000.
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 two interest rate swap agreements (the
"Swap Agreements") to reduce the impact of changes in interest rates on its
floating rate long-term obligations. The interest rate swap agreement hedging
the Credit Facility has a notional amount of $125 million at December 31, 2001
and 2000, and matures in August 2002. The other interest rate swap agreement
hedges the synthetic lease agreement (Note 9), has a notional amount of $25
million at December 31, 2001 and 2000, and matures in August 2007. The 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.
In July 2001, the Company and certain of its subsidiaries entered into
an agreement (the "Receivables Facility") with a financial institution whereby
it may sell on a continuous basis, and without recourse, an undivided interest
in all eligible trade accounts receivable subject to limitations. The Company
will maintain the balance in the designated pool of accounts receivable sold by
selling undivided interests in new receivables as existing receivables are
collected. The Receivables Facility permits the advance of up to $100 million on
the sale of accounts receivable. There were no sales of accounts receivable
under the Receivables Facility during 2001.
40
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
ChoicePoint 2001 Annual Report
Scheduled maturities of long-term debt subsequent to December 31, 2001
are as follows: $156.4 million in 2002, $412,000 in 2003, $140,000 in 2004,
$145,000 in 2005, $155,000 in 2006, and $1.5 million thereafter. There were no
short-term borrowings outstanding at December 31, 2001 or 2000.
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, 2001 2000 1999
- --------------------------------------------------------------------------------
Current:
Federal $51,304 $26,642 $21,991
State 3,827 3,508 3,492
Foreign 256 193 1,889
- --------------------------------------------------------------------------------
55,387 30,343 27,372
- --------------------------------------------------------------------------------
Deferred:
Federal 1,979 2,606 3,570
State 1,313 1,475 657
Foreign 8 64 (12)
- --------------------------------------------------------------------------------
3,300 4,145 4,215
- --------------------------------------------------------------------------------
Total $58,687 $34,488 $31,587
================================================================================
The provision for income taxes is based upon income before income
taxes, as follows:
(In thousands)
Year Ended December 31, 2001 2000 1999
- --------------------------------------------------------------------------------
United States $108,429 $77,744 $68,155
Foreign 592 566 5,629
- --------------------------------------------------------------------------------
$109,021 $78,310 $73,784
================================================================================
The provision for income taxes is reconciled with the federal statutory
rate, as follows:
Year Ended December 31, 2001 2000 1999
- --------------------------------------------------------------------------------
Federal statutory rate 35.0% 35.0% 34.9%
State and local taxes,
net of federal tax benefit 2.5 3.4 3.7
Tax effect resulting
from foreign activities 0.1 -- (0.1)
Goodwill amortization 1.7 2.8 3.0
Merger-related costs
and unusual items 14.1 4.0 --
Other 0.4 (1.2) 1.3
- --------------------------------------------------------------------------------
Overall effective rate 53.8% 44.0% 42.8%
================================================================================
Components of the Company's deferred income tax assets and liabilities
at December 31, 2001 and 2000 are as follows:
(In thousands)
December 31, 2001 2000
- --------------------------------------------------------------------------------
Deferred income tax assets:
Postretirement benefits $ 18,004 $ 18,711
Reserves and accrued expenses 7,266 7,788
Employee compensation programs 8,934 7,011
Other 2,709 3,746
- --------------------------------------------------------------------------------
36,913 37,256
- --------------------------------------------------------------------------------
Deferred income tax liabilities:
Purchased software, data files, technology,
and other assets (5,752) (5,241)
Depreciation (1,708) (1,046)
Deferred expenses (8,204) (7,677)
Other (4,800) (5,260)
- --------------------------------------------------------------------------------
(20,464) (19,224)
- --------------------------------------------------------------------------------
Net deferred income tax assets $ 16,449 $ 18,032
================================================================================
[PHOTO]
JIM ZIMBARDI
Strategic Sales
41
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
Choicepoint 2001 Annual Report
7 SHAREHOLDERS' EQUITY
STOCK SPLIT - On March 7, 2001, ChoicePoint effected a three-for-two stock
split in the form of a stock dividend 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 for shareholders of record as of November 10,
1999. 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 15 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, with a maximum term of ten years. 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 .525 (pre-split) for each DBT option. In
2001, options for 1.9 million shares were granted at fair market value under
the Omnibus Plan with a weighted average option price of $35.18.
A summary of changes in all outstanding options and the related weighted
average exercise price per share is as follows:
December 31, 2001 2000 1999
- ---------------------------------------------------------------------------------------------------------------------------------
Shares Avg. Price Shares Avg. Price Shares Avg. Price
- ---------------------------------------------------------------------------------------------------------------------------------
Balance, beginning of year 8,989,217 $ 16.75 9,855,997 $ 16.70 7,954,533 $ 14.72
Granted 1,915,672 35.18 1,561,668 25.73 3,109,497 23.43
Canceled (435,122) 26.18 (938,976) 21.87 (751,616) 21.98
Exercised (1,589,549) 15.85 (1,489,472) 23.71 (456,417) 15.72
- ---------------------------------------------------------------------------------------------------------------------------------
Balance, end of year 8,880,218 $ 20.41 8,989,217 $ 16.75 9,855,997 $ 16.70
- ---------------------------------------------------------------------------------------------------------------------------------
Exercisable at end of year 5,024,271 $ 14.93 4,740,632 $ 14.31 3,952,134 $ 12.11
- ---------------------------------------------------------------------------------------------------------------------------------
The following table summarizes information about stock options outstanding
at December 31, 2001:
Options Outstanding Options Exercisable
- ---------------------------------------------------------------------------------------------------------------------
Weighted
Remaining Weighted Average
Contractual Average Weighted Average
Range of Exercise Prices Shares Life in Years Exercise Price Shares Exercise Price
- ---------------------------------------------------------------------------------------------------------------------
$ 0.01-$10.13 1,277,289 3.6 $ 5.51 1,277,289 $ 5.51
$10.14-$15.19 2,438,187 5.8 13.63 2,207,185 13.53
$15.20-$20.26 1,618,232 6.9 18.45 623,636 18.27
$20.27-$30.38 1,455,182 7.6 25.35 645,338 25.71
$30.39-$35.45 1,633,812 9.0 34.64 18,767 33.52
$35.46-$50.64 457,516 8.2 38.55 252,056 37.78
On a periodic basis, certain key officers and directors of ChoicePoint are
granted restricted stock under the Omnibus Plan. As of December 31, 2001,
352,000 restricted shares were outstanding. The compensation cost charged
against income for restricted stock plans was $5.9 million in 2001, $4.0
million in 2000, and $4.2 million in 1999.
PRO FORMA INFORMATION - The Company applies 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:
Year Ended December 31, 2001 2000 1999
- ----------------------------------------------------------------------------------------------------------------------------
(In thousands, except per share data) Reported Pro Forma Reported Pro forma Reported Pro forma
- ----------------------------------------------------------------------------------------------------------------------------
Net income $50,334 $40,638 $43,822 $37,379 $42,197 $32,648
Earnings per share - basic 0.81 0.66 0.73 0.62 0.72 0.56
Earnings per share - diluted 0.77 0.62 0.69 0.59 0.69 0.53
- ----------------------------------------------------------------------------------------------------------------------------
42
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
Choicepoint 2001 Annual Report
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 1999 was necessitated by the Merger.
Year Ended December 31, 2001 2000 1999
- ----------------------------------------------------------------------------------------
Dividend yield 0% 0% 0%
Expected volatility 29% 32% 30-51%
Risk-free interest rate 4.6% 6.6% 6.5-6.7%
Expected life in years 6.53 6.02 5-5.6
Weighted average fair value
of options granted $15.48 $11.09 $7.79-9.61
- ----------------------------------------------------------------------------------------
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 $13.4 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 $13.4 million have been used to purchase 741,000 shares
of ChoicePoint common stock, which are reflected as treasury stock, at cost, in
the December 31, 2001 balance sheet. Cash remaining in the grantor trusts of
approximately $1.1 million at December 31, 2001 and $623,000 at December 31,
2000 are included in cash and cash equivalents in the accompanying consolidated
balance sheets.
TREASURY STOCK - In addition to the common stock held in the Grantor Trusts, in
2001, in accordance with the terms of the awards, ChoicePoint redeemed 53,000
shares of common stock at market price in consideration of the minimum tax
obligations for restricted stock vestings at a total cost of $2.2 million.
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 2001, 2000, and 1999 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 were able to contribute to the ChoicePoint 401(k) plan effective
January 1, 2001. The expense for the 401(k) profit sharing plans was $4.8
million in 2001, $4.4 million in 2000, and $3.0 million in 1999.
EMPLOYEES MAY DIRECT THEIR RETIREMENT FUNDS TO A VARIETY OF
INVESTMENTS, ONLY ONE OF WHICH IS CHOICEPOINT STOCK. MATCHING
CONTRIBUTIONS ARE MADE IN CHOICEPOINT STOCK.
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. The expense
recognized and amounts contributed to the 401(k) profit sharing plan to offset
the adverse impact of transitioning out of the defined benefit plan was $1.7
million in 2001 and 2000 and $1.8 million in 1999.
43
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
Choicepoint 2001 Annual Report
DEFERRED COMPENSATION PLAN - ChoicePoint offers a deferred compensation plan to
directors and certain officers of the Company which is accounted for under the
provisions of 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 or director may be deferred and credited with
gains and losses based upon four different investment alternatives, including
ChoicePoint common stock. The EITF requires that the corresponding deferred
compensation liability be recorded at the current fair value of the
individual's investment elections and any changes are recorded as expense in
the period incurred. As of December 31, 2001, the Company has recorded a
liability of $10.6 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, 2001 and
2000:
(In thousands)
December 31, 2001 2000
- -------------------------------------------------------------------------------------
Change in benefit obligation:
Obligation at beginning of year $ 36,737 $ 42,397
Service cost 394 343
Interest cost 2,831 3,217
Actuarial gain (4,351) (4,863)
Benefit payments (2,874) (4,357)
- -------------------------------------------------------------------------------------
Obligation at end of year 32,737 36,737
- -------------------------------------------------------------------------------------
Change in plan assets:
Fair value of plan assets
at beginning of year -- --
Employer contributions 2,874 4,357
Benefit payments (2,874) (4,357)
- -------------------------------------------------------------------------------------
Fair value of plan assets at end of year -- --
- -------------------------------------------------------------------------------------
Funded status:
Funded status at end of year
and net amount recognized (32,737) (36,737)
Unrecognized prior service cost (3,785) (6,543)
Unrecognized gain (10,342) (6,164)
- -------------------------------------------------------------------------------------
Net amount recognized (46,864) (49,444)
Less current portion (2,888) (3,600)
- -------------------------------------------------------------------------------------
Accrued benefit cost $(43,976) $(45,844)
=====================================================================================
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:
(In thousands)
Year Ended December 31, 2001 2000 1999
- ----------------------------------------------------------------------------------------------
Service cost $ 394 $ 343 $ 728
Interest cost on accumulated
benefit obligation 2,831 3,217 3,308
Amortization of prior service cost (1,847) (2,385) (2,728)
Amortization of losses (371) -- 262
Curtailment gain (712) -- (2,146)
- ----------------------------------------------------------------------------------------------
Net periodic postretirement benefit
expense (income) $ 295 $ 1,175 $ (576)
- ----------------------------------------------------------------------------------------------
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. In 2001, the Company recognized a
curtailment gain due to the sale of the laboratory services business (Note 4).
The following are weighted average assumptions used in the computation
of postretirement benefit expense and the related obligation:
Year Ended December 31, 2001 2000 1999
- ------------------------------------------------------------------------------------------------
Discount rate used to determine
accumulated postretirement
benefit obligation at
December 31 7.50% 8.00% 8.00%
Initial health care cost trend rate 9.27% 8.50% 9.00%
Ultimate health care cost trend rate 5.00% 6.00% 6.00%
Year ultimate health care cost
trend rate reached 2007 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,
2001 would have increased 10.6%. The effect of such a change on the aggregate
of service and interest cost for 2001 would have been an increase of 9.7%. If
the health care cost trend rate were decreased 1% for all future years, the
accumulated postretirement benefit obligation as of December 31, 2001 would
have decreased 8.0%. The effect of such a change on the aggregate of service
and interest cost for 2001 would have been a decrease of 7.5%.
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.
44
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
Choicepoint 2001 Annual Report
9 COMMITMENTS AND CONTINGENCIES
LEASES - The Company's operating leases involve principally office space and
office equipment. Rental expense relating to these leases was $19.4 million in
2001, $15.9 million in 2000, and $12.9 million in 1999. Included in these
operating leases is a $25 million synthetic lease agreement which ChoicePoint
entered into in 1997 for the Company's headquarters building. Under the
synthetic lease agreement, a third party lessor purchased the property, paid
for the construction and leased the building to the Company. The lease expires
in 2007, at which time the Company has the following options: renew the lease
for an additional five years, purchase the building for the original cost or
remarket the property. If the Company elects to remarket the property,
ChoicePoint must guarantee the lessor 80% of the original cost.
The Company has accounted for this synthetic lease as an operating
lease and has recorded rent expense. If the Company had elected to purchase the
property instead of entering into the synthetic lease, assets and debt would
have increased by $25 million at December 31, 2001 and the Company would have
recorded additional depreciation expense of $800,000 in 2001.
Additionally, in August 2001, the Company entered into a financing
arrangement for up to $52 million to finance the expansion of the Company's
headquarters facilities which will be constructed in 2002.
Future minimum payment obligations for noncancelable operating leases
exceeding one year, net of subleases and assuming the utilization of the full
notional amount under the synthetic lease and the construction commitment as of
2003, are as follows as of December 31, 2001:
(In thousands)
Year Amount
- ------------------------------------------------------
2002 $14,631
2003 14,624
2004 12,859
2005 11,018
2006 8,353
Thereafter 5,591
- ------------------------------------------------------
$67,076
======================================================
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, 2001, the maximum contingent liability under the
agreements or plans was approximately $47.1 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 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.
[PHOTO]
[PHOTO]
Left to right:
JOHN KARR
Compensation & Benefits
JOHN MONGELLI
Investor Relations
45
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
Choicepoint 2001 Annual Report
10 MERGER COSTS AND UNUSUAL ITEMS
The Company recorded merger-related costs and unusual items of $18.0 million in
2001, $28.9 million in 2000, and $2.4 million in 1999. The categories of costs
incurred and the accrued balances at December 31, 2001 are summarized below:
Remaining Accrual At 2001 2000 1999
(In thousands) December 31, 2001 Expense Expense Expense
- ----------------------------------------------------------------------------------------------------------
Transaction costs $ -- $ -- $11,579 $ --
Personnel-related costs 72 1,832 3,780 --
Other merger integration costs 381 2,433 3,629 817
Asset impairments -- 12,693 6,954 732
Nonmerger severance 257 982 2,353 451
Other one-time charges 60 69 654 400
- ----------------------------------------------------------------------------------------------------------
$ 770 $18,009 $28,949 $2,400
==========================================================================================================
In the first quarter of 2001, the personnel-related costs of $1.8 million
consisted primarily of stay bonuses for services rendered through March 31,
2001 and severance and termination benefit costs primarily related to the
integration of the two public records platforms and related sales and marketing
departments. Other merger integration costs of $2.4 million consisted primarily
of data contract and lease exit costs. Asset impairments of $12.7 million
primarily reflected the write-down of equipment and other long-lived assets
deemed to be impaired based on the integration plan for the two public records
platforms which was finalized in the first quarter of 2001. In the second
quarter of 2000, transaction costs of approximately $11.6 million included
investment banking, legal, and printing fees and other costs directly related
to the Merger. Personnel-related costs of approximately $3.8 million consisted
of benefit plan exit costs and stay bonuses for services rendered through June
30, 2000 and severance. Other merger integration costs primarily include the
elimination of duplicative data contracts. Asset impairments of approximately
$7.0 million represent the write-down of goodwill and other long-lived assets,
including internally developed software. The 1999 other merger integration
costs include merger-related costs incurred by DBT in DBT's merger with
I.R.S.C., Inc.
INHERENT IN THE ACCRUAL OF EXIT COSTS AND ASSUMPTIONS USED IN
IMPAIRMENT ANALYSES ARE CERTAIN MANAGEMENT JUDGMENTS AND ESTIMATES.
THE COMPANY PERIODICALLY REVIEWS AND REEVALUATES THESE ASSUMPTIONS AND
ADJUSTS THEM AND THE RELATED ACCRUALS AS NECESSARY.
46
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
Choicepoint 2001 Annual Report
11 SEGMENT DISCLOSURES
ChoicePoint's operations are organized along its product lines and include 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.
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.
December 31, 2001 December 31, 2000 December 31, 1999
- ------------------------------------------------------------------------------------------------------------------------------
Pro Forma Pro forma Pro forma
Operating Operating Operating Operating Operating Operating
(In thousands) Revenue Income(B) Income Revenue Income(b) Income Revenue Income(b) Income
- ------------------------------------------------------------------------------------------------------------------------------
Insurance $297,640 $ 136,624 $ 133,383 $249,426 $ 110,556 $ 107,798 $206,659 $ 86,213 $ 85,036
B&G 327,720 73,406 59,781 283,130 54,748 42,858 230,945 21,862 12,811
Royalty (Note 3) 6,808 4,400 4,400 6,364 3,804 3,804 6,219 3,483 3,483
Divested and discontinued 23,799 887 84 54,613 9,250 8,045 64,035 16,651 15,446
Corporate and shared(a) -- (49,278) (49,278) -- (43,503) (43,503) -- (33,619) (33,619)
Merger-related costs and
unusual items (Note 10) -- (18,009) (18,009) -- (28,949) (28,949) -- (2,400) (2,400)
(Loss) gain on sale of
business -- (10,853) (10,853) -- -- -- -- 2,513 2,513
- ------------------------------------------------------------------------------------------------------------------------------
Total $655,967 $ 137,177 $ 119,508 $593,533 $ 105,906 $ 90,053 $507,858 $ 94,703 $ 83,270
==============================================================================================================================
(In thousands) Divested & Unallocated
December 31, Insurance B&G Royalty Discontinued & Other(c) Total
- --------------------------------------------------------------------------------------------------------------------------
2001
Assets(d) $212,494 $529,846 $ 5,902 $ -- $84,150 $832,392
Depreciation and amortization 12,338 38,582 1,700 3,078 3,814 59,512
==========================================================================================================================
2000
Assets(d) 199,607 376,800 7,586 65,933 54,513 704,439
Depreciation and amortization 11,185 31,976 1,703 5,979 2,776 53,619
==========================================================================================================================
1999
Assets(d) 134,164 390,488 10,435 85,243 47,450 667,780
Depreciation and amortization 9,110 29,185 1,707 6,195 2,391 48,588
==========================================================================================================================
(a) Corporate and shared expenses represent costs of support functions,
research and development initiatives, incentives, and profit sharing that
benefit both segments.
(b) Pro forma operating income represents operating results as if SFAS No. 142
was effective January 1, 1999.
(c) Unallocated and Other includes certain corporate items and eliminations
that are not allocated to the segments.
(d) Where not specifically identifiable, assets have been allocated to segments
based on management estimates.
47
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
Choicepoint 2001 Annual Report
12 RELATED PARTY TRANSACTIONS
Three directors and shareholders of ChoicePoint are directors of The Home
Depot, Inc. During 2001, the Company performed services for The Home Depot,
Inc. through the Business & Government Services segment totaling approximately
$4.0 million. These services were the result of arm's length negotiations in
the ordinary course of business.
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.
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, 2001 and 2000:
(In thousands, except per share data) First Second Third Fourth
Year Ended December 31, 2001 Quarter Quarter Quarter Quarter Total
- --------------------------------------------------------------------------------------------------------------------------------
Revenue $155,681 $ 162,806 $172,851 $164,629 $655,967
Operating income, excluding merger costs,
unusual items, and loss on sale of business 33,445 35,581 38,415 40,929 148,370
Operating income 15,436 35,581 27,562 40,929 119,508
Net income 7,213 19,921 12 23,188 50,334
Earnings per share - diluted 0.11 0.31 0.00 0.35 0.77
Year Ended December 31, 2000
Revenue $146,720 $ 148,486 $151,504 $146,823 $593,533
Operating income, excluding merger costs,
and unusual items 24,300 28,190 32,126 34,386 119,002
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 0.20 (0.10) 0.28 0.30 0.69
Operating income decreased in the first quarter of 2001 and the second
quarter of 2000 due to $18.0 million and $28.9 million of charges for
merger-related costs and unusual items (Note 10) and the loss on sale of
business in the third quarter of 2001 of $10.9 million (Note 4). The net effect
of these items on net income (loss) was $11.4 million or $0.18 per share in
first quarter 2001, $21.4 million or $0.33 per share in third quarter 2001, and
$20.6 million or $0.34 per share in 2000.
48
SHAREHOLDER INFORMATION
Choicepoint 2001 Annual Report
INFORMATION ABOUT CHOICEPOINT
ChoicePoint Inc., a publicly traded company headquartered in the Atlanta suburb
of Alpharetta, GA, is the leading provider of identification and credential
verification services to insurance, business, government, and individual
customers. It employs more than 5,000 people at locations from coast to coast
in the United States.
CORPORATE HEADQUARTERS
ChoicePoint Inc.
1000 Alderman Drive
Alpharetta, GA 30005
770-752-6000
www.choicepoint.net
ANNUAL MEETING
The Annual Meeting of Shareholders will be held on April 25, 2002 at
ChoicePoint's headquarters, 1000 Alderman Drive, Alpharetta, GA 30005.
Shareholders are encouraged to attend the meeting, which will begin at 11 am
local time. Alpharetta is located in the Atlanta area.
MARKET INFORMATION
ChoicePoint common stock trades on the world's largest financial market, the
New York Stock Exchange (NYSE), under the symbol "CPS." Shareholders will find
volume and pricing information in leading financial publications as well as the
Investor Relations section of ChoicePoint's Web site (www.choicepoint.net).
As of March 1, 2002, there were 63.7 million common shares outstanding
and ChoicePoint common stock was held by approximately 4,290 shareholders of
record.
QUARTERLY STOCK PERFORMANCE
ChoicePoint common stock first traded on August 8, 1997 at a price - adjusted
for a two-for-one stock split effective November 24, 1999 and a three-for-two
split effective March 7, 2001 - of $11.92. Shown below, on that adjusted basis,
are high and low sale prices for each quarter of 2000 and 2001. Since
ChoicePoint went public, share price has increased by an average of nearly 40
percent annually.
High Low
- ------------------------------------------------------------
Q1 2000 $28.04 $22.00
Q2 2000 30.33 21.67
Q3 2000 32.25 26.67
Q4 2000 44.67 28.17
Q1 2001 $42.83 $29.54
Q2 2001 42.65 32.17
Q3 2001 43.62 36.15
Q4 2001 51.99 37.50
- ------------------------------------------------------------
EMPLOYMENT INFORMATION
ChoicePoint's successful strategy for growth, coupled with the increased need
for identification and credential verification services in today's society, has
created rewarding career opportunities at the equal opportunity employer. To
learn more about those opportunities, contact:
Human Resources
ChoicePoint Inc.
1000 Alderman Drive
Alpharetta, GA 30005
INVESTOR INFORMATION
The Investor Relations section of ChoicePoint's corporate Web site
(www.choicepoint.net) contains a wealth of valuable information, ranging from
financial news releases and filings to archived (audio) copies of investor
conference calls. For additional information, or to obtain copies of the Form
10-K, Form 10-Q, or other materials, please contact:
John Mongelli
Vice President, Investor Relations
Email: investors@choicepoint.net
Phone: 770-752-6171
ChoicePoint Inc.
1000 Alderman Drive
Alpharetta, GA 30005
Financial reports can also be obtained from ChoicePoint's Web site.
CONFERENCE CALLS
ChoicePoint conducts quarterly conference calls to discuss financial
performance and other issues of importance to investors. To learn about
scheduled calls, hear archived copies of previous calls, and to listen in to
live Webcasts, visit the Web site at www.choicepoint.net.
ANALYST COVERAGE
A number of leading Sell Side financial analysts and investment advisory
services produce investment research on ChoicePoint. For an up-to-date list,
see the Investor Relations section of the ChoicePoint Web site,
www.choicepoint.net.
DIVIDEND POLICY
ChoicePoint has not paid any dividends since it became public, and it does not
anticipate paying any in the near future.
INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen LLP
Atlanta, GA
TRANSFER AGENT AND REGISTRAR
Shareholders with questions concerning the transfer of shares, lost
certificates, changes of address, or other issues should contact ChoicePoint's
transfer agent and registrar:
SunTrust Bank
P.O. Box 4625
Atlanta, GA 30302
800-568-3476
TRADEMARKS
ChoicePoint, C.L.U.E., Commercial Intellisys, AutoTrackXP, C.L.A.W.S.,
Qualifier.net, LienGuard, and Esteem are registered trademarks; the ChoicePoint
logo, Actionable Intelligence, ScreenNow, Producer Intellisys, VendorScreen
Plus, Smarter Decisions.Safer World., ChoicePoint Attract, ChoiceDocs, NCF and
ChoicePoint DirectLink are trademarks; and Signal IVS, RenterData, Current
Carrier, DEBTOR Discovery, VIN Services and MarketView are service marks of
ChoicePoint Asset Company.
49