.
.
.
ChoicePoint 2003 Annual Report Exhibit 13
FINANCIAL HIGHLIGHTS (a)
(In thousands, except per share
and employee data) 2003 2002 2001 2000 1999
----------- ----------- ----------- ----------- -----------
Revenue from products and services $ 750,351 $ 690,803 $ 602,648 $ 547,618 $ 462,255
Reimbursable expenses 45,395 38,520 38,028 37,392 38,131
----------- ----------- ----------- ----------- -----------
Total revenue 795,746 729,323 640,676 585,010 500,386
Operating income(b) 178,560 182,522 111,314 83,481 76,238
Other operating charges and (loss)
gain on sale of business included
in operating income above(b) (30,942) (7,342) (28,718) (28,419) 513
Income from continuing operations 108,108 107,672 45,702 40,166 38,200
EPS from continuing operations, diluted 1.21 1.21 0.52 0.48 0.47
Total assets 1,021,284 979,010 832,392 704,439 667,780
Debt 52,029 182,446 158,816 142,276 187,790
Total shareholders' equity 790,495 622,607 484,821 401,069 319,309
Employees (full-time equivalents) 3,700 4,400 4,200 4,200 4,000
----------- ----------- ----------- ----------- -----------
(a) All financial information has been restated to reflect the merger of
ChoicePoint and DBT Online, Inc. in 2000, which has been accounted for as a
pooling of interests, the stock splits paid in the form of stock dividends
effective November 24, 1999, March 7, 2001 and June 6, 2002, and the
discontinued operations related to the sale of CP Commercial Specialists as
of February 28, 2003.
(b) Included in operating income are (loss) gain on sale of business and other
operating charges which include merger-related costs, unusual items and
realignment charges that management excludes in its assessments of operating
results and in determining operational incentive awards.
BUSINESS DESCRIPTION
ChoicePoint provides information solutions to mitigate the risks that threaten
so many facets of our personal and business lives. Capitalizing on robust data
and unique databases - and technological expertise to analyze that data and add
intelligence to it - ChoicePoint is a leading provider of identification and
credential verification services to business, government and individual
customers. By transforming data into Actionable Intelligence(R), ChoicePoint
helps those customers reduce risk and better manage business relationships.
ChoicePoint common stock trades on the New York Stock Exchange (NYSE) under
the symbol CPS.
ChoicePoint, headquartered in the Atlanta area, is organized into three
business segments: Insurance Services, Business & Government Services and
Marketing Services. Insurance Services includes the Property & Casualty (P&C)
Personal Lines and Property & Casualty Commercial Lines businesses. Business &
Government Services includes the WorkPlace Solutions, Public Records and
Nursery businesses. Marketing Services includes the ChoicePoint Precision
Marketing businesses.
ChoicePoint 2003 Annual Report
Management's Discussion and Analysis 10
Report of Management 20
Independent Auditors' Report 21
Consolidated Statements of Income 22
Consolidated Balance Sheets 23
Consolidated Statements of Shareholders' Equity 24
Consolidated Statements of Cash Flows 25
Notes to Consolidated Financial Statements 26
Shareholder Information and Elected Officers 44
Board of Directors and Corporate Governance 45
ChoicePoint is committed to full disclosure of its accounting policies. For
instance, as of December 31, 2003, the only off-balance sheet assets or
liabilities are two synthetic leases on the properties of the Company's
corporate headquarters. Similarly, ChoicePoint employees may direct their
contributed 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, governance and/or disclosure are encouraged to
contact the Company's Investor Relations office. ChoicePoint has established a
toll-free telephone number to receive complaints about accounting, internal
accounting controls, auditing or other legitimate concerns anonymously. The
whistleblower hotline number is 800-762-0056.
9
MANAGEMENT'S DISCUSSION AND ANALYSIS
ChoicePoint 2003 Annual Report
OVERVIEW
Over the past six years, ChoicePoint Inc. ("ChoicePoint" or "the Company") has
transformed from a predominantly manually-driven and insurance
customer-focused asset base into the diversified, technology driven, data
intensive business it is today. This transformation, coupled with strong
execution, has enabled the Company to deliver strong growth in revenue,
earnings and cash flows. Given our unique data and analytical and distribution
capabilities, ChoicePoint is the leading provider of identification and
credential verification services for making smarter decisions in a world
challenged by increased risks. Serving the needs of business, government,
non-profit organizations and individuals, ChoicePoint works to create a safer
and more secure society through the responsible use of information while
ensuring the protection of personal privacy. For more information, visit the
Company's Web site at www.choicepoint.com.
INCOME FROM
TOTAL REVENUE REVENUE FROM CONTINUING
in millions PRODUCTS AND SERVICES OPERATIONS
(Graph) (Pie Chart) in millions
(Graph)
CASH FLOWS FREE CASH FLOW
FROM CONTINUING CAPITAL EXPENDITURES (Cash flow from continuing
OPERATIONS in millions operations less capital expenditures)
in millions in millions
(Graph) (Graph) (Graph)
Across our markets, we compete on data, analytics and distribution. A majority
of our revenue streams are transaction based, earning revenue each time our
databases are accessed and further promoting the scalability of our products
and services.
(In thousands) 2003 2002 Change 2001 Change
---- ---- ------ ---- ------
Core Revenue(a) $750,351 $690,731 9% $578,405 19%
Divested and discontinued product lines -- 72 24,243
-------- -------- ---- -------- ------
Revenue from products and services 750,351 690,803 602,648
Reimbursable expenses per EITF 01-14 45,395 38,520 38,028
-------- -------- ---- -------- ------
Total Revenue $795,746 $729,323 9% $640,676 14%
======== ======== ==== ======== ======
(a) Core revenue represents revenue from continuing business lines and is
used by management to assess and manage its ongoing businesses and to
determine operational incentive awards.
10
MANAGEMENT'S DISCUSSION AND ANALYSIS continued
ChoicePoint 2003 Annual Report
INSURANCE SERVICES
(BAR GRAPH)
Consistent with historical trends, Insurance Services continued to be our top
performer in 2003, achieving 14.4% total revenue growth over 2002. During 2003,
we helped property and casualty ("P&C") auto and property insurers assess
underwriting risk in more than 115 million renewal or new policy transactions
through industry-leading data and analytical solutions. New product offerings
such as Current Carrier(R), PolicyWatch(SM) and additional motor vehicle
registry ("MVR") activity files, add to our strong product portfolio servicing
the personal lines P&C market. Our MVR activity file product continues to
generate solid growth, providing a low cost alternative for insurance companies
to price risk. Further expanding our services to the P&C insurance industry, our
Insurity operations provide industry-leading software solutions and business
process outsourcing services to help our customers solve complex business
challenges and better focus on managing their businesses around their core
competencies.
BUSINESS & GOVERNMENT SERVICES
(BAR GRAPH)
During 2003, the Business & Government Services segment's ("B&G") team
successfully grew market share, expanded the number of industries serviced,
completed acquisitions and rolled-out new products, enabling them to deliver
10% total revenue growth. Additionally, the team quickly responded to changes
in revenue streams due to the impact of economic pressures on its customers and
exceptional $20 million of homeland security revenues in 2002 that compared
to $10 million in 2003. They also effectively controlled costs in areas impacted
by the economy, positioning the B&G businesses well for the future. The
WorkPlace Solutions business screened job applicants for over 20,000
companies, identifying over 300,000 individuals with criminal records, and
continued to benefit from the success of our National Criminal File and
ScreenNow(R) products. This unit continues to look for opportunities to expand
its offerings to alert and monitoring services that position the Company to
service the ongoing employee management needs of its customers that are less
sensitive to macro-economic hiring trends. During 2003, we further expanded
our tenant screening business to include almost all of the major U.S. apartment
markets - growing from approximately 400,000 units serviced in 2002 to nearly
one million units serviced in 2003. Our public records unit continues to assist
local, state and federal government agencies to accelerate investigations and
locate individuals of interest through our access to more than 17 billion public
records. The public records group also continues to expand its offerings to
non-governmental customers, including the financial services industry with such
products as LienGuard(R), DEBTOR Discovery(SM) and several customer
enrollment/USA PATRIOT Act solutions. The other offerings in B&G include our
VitalChek(R) vital records network which rolled out identification
authentication solutions in 2003, Bode Labs, our forensic DNA lab, our consumer
team and our "nursery" group which focuses on research and development including
utilizing biometric technology to improve credentialing and verification
applications.
MARKETING SERVICES
(BAR GRAPH)
During the last half of 2003, the Marketing Services ("Marketing") segment
experienced softness in demand for our print and e-mail product offerings
resulting in a 9% decline in revenue from products and services and a 2%
decline in total revenue including reimbursable expenses. In response to this
softness in demand and the impact of proposed anti-SPAM legislation, the
Company reengineered certain of our direct marketing businesses, managing
costs, downsizing our e-mail business, focusing on our competitive strengths
and better positioning Marketing Services for long-term growth opportunities
given the current economic and regulatory environment. The "Do Not Call"
legislation introduced in 2003 initially impacted our teleservices business as
our customers adjusted their processes to comply with the new legislation.
Toward the end of 2003, we began to see increased demand for teleservices as
lists and selling efforts conformed to new requirements and customers sought
out more reliable providers.
11
MANAGEMENT'S DISCUSSION AND ANALYSIS continued
ChoicePoint 2003 Annual Report
ROYALTY
Royalty revenue from laser technology patents held by the Company decreased to
$5.1 million in 2003 primarily due to consolidations in the industries served
by these patents and the development of new technologies. The remaining patents
underlying this revenue expire between November 2004 and May 2005 (see Note 3
to the Consolidated Financial Statements).
DISCONTINUED OPERATIONS AND DIVESTED AND DISCONTINUED PRODUCT LINES
In February 2003, the Company sold its CP Commercial Specialists ("CPCS")
business for $87.0 million in cash, culminating our efforts to exit the highly
manual, labor intensive businesses that characterized the Company in its early
existence. Due to changes in accounting rules in 2002, CPCS is reported as
discontinued operations and its revenues and operating results are excluded
from continuing operations and from the discussions that follow (see Note 4 to
the Consolidated Financial Statements for CPCS results). The gain on sale of
CPCS was approximately $32.9 million net of taxes. Divested and discontinued
product lines referenced below primarily include the operating results from the
laboratory services business sold in August 2001.
FINANCIAL RESULTS
The fundamentals that drive revenues are numerous and varied across and within
our business segments. On a macro level, low unemployment, a changing
regulatory environment and new initiatives, such as homeland security,
contribute to enhanced opportunities for ChoicePoint.
The following table provides additional details of revenues from products and
services (and total revenues including reimbursable expenses for Marketing) and
operating income included in the consolidated statements of income (in
thousands):
DECEMBER 31, 2003 December 31, 2002 December 31, 2001
----------------------- ---------------------- --------------------------------------------
OPERATING Operating Operating Unaudited Pro forma
REVENUE INCOME Revenue Income Revenue Income Operating Income(a)
--------- --------- --------- --------- --------- ---------- -------------------
Insurance Services $ 309,124 $ 172,518 $ 270,282 $ 144,639 $ 227,727 $ 119,407 $ 120,507
B&G 339,483 71,080 308,761 69,424 267,409 45,089 56,203
Marketing revenue from
products and services 96,642 21,849 105,833 32,866 76,461 22,185 26,391
Reimbursable expenses 45,395 -- 38,520 -- 38,028 -- --
--------- --------- --------- --------- --------- --------- ---------
Marketing total revenue 142,037 21,849 144,353 32,866 114,489 22,185 26,391
--------- --------- --------- --------- --------- --------- ---------
Royalty 5,102 2,068 5,855 3,326 6,808 4,400 4,400
Divested and discontinued -- -- 72 (206) 24,243 (1,771) (968)
Corporate and shared -- (58,013) -- (60,185) -- (49,278) (49,278)
--------- --------- --------- --------- --------- --------- ---------
Total before other operating
charges and loss on sale of
business 795,746 209,502 729,323 189,864 640,676 140,032 157,255
Other operating charges -- (30,942) -- (7,342) -- (17,865) (17,865)
Loss on sale of business -- -- -- -- -- (10,853) (10,853)
--------- --------- --------- --------- --------- --------- ---------
Totals from operations $ 795,746 $ 178,560 $ 729,323 $ 182,522 $ 640,676 $ 111,314 $ 128,537
========= ========= ========= ========= ========= ========= =========
(a)Unaudited pro forma operating income represents operating results as if the
discontinuation of goodwill amortization was effective January 1, 2001.
12
MANAGEMENT'S DISCUSSION AND ANALYSIS continued
ChoicePoint 2003 Annual Report
COMPARISON OF 2003 WITH 2002 COMPARISON OF 2002 WITH 2001
CONSOLIDATED RESULTS CONSOLIDATED RESULTS
-------------------- --------------------
REVENUE TOTAL REVENUE grew 9%, or TOTAL REVENUE grew 14%, or $88.6
$66.4 million, to $795.7 million, to $729.3 million in 2002.
million in 2003.
CORE REVENUE, which excludes revenue CORE REVENUE grew 19% or $112.3 million
from reimbursable expenses and divested to $690.7 million in 2002, which excludes
and discontinued product lines, grew 9% $24.2 million of revenue from our laboratory services
or $59.6 million to $750.4 million in business sold in August 2001. Revenue growth in 2002
2003. Revenue growth in 2003 resulted was primarily driven from strong unit performances in
primarily from unit growth in our all Insurance Services, contributions from our homeland
Insurance Services segment, base B&G security initiatives in our B&G product lines and
business and revenues from the eleven acquisitions in our Marketing Services segment. Excluding
acquisitions we completed during 2003 acquisitions, internal revenue growth was 11% in 2002.
and the fourth quarter of 2002. This
revenue growth was offset by difficult
homeland security comparables to 2002
in our B&G segment and softness in our
print and e-mail direct marketing
product lines. Excluding acquisitions,
internal revenue growth was 2% in 2003.
OPERATING INCOME OPERATING INCOME decreased slightly from PRO FORMA OPERATING INCOME (excluding goodwill
$182.5 million in 2002 to $178.6 million amortization in 2001) increased 42% from $128.5 million
in 2003 due to $30.9 million of 2003 in 2001 to $182.5 million in 2002. Operating income
other operating charges. These charges including goodwill amortization in 2001 improved 64% from
relate to the consolidation of some of $111.3 million in 2001 to $182.5 million in 2002. 2001
our operations to better streamline operating income includes the $10.9 million loss on sale
customer service and operating of our laboratory services business and a $17.9 million
performance, the re-engineering of our other operating charge primarily related to the
direct marketing business to focus on integration of our public records business after the
future growth areas and the realignment merger with DBT Online, Inc. ("DBT") in 2000 and asset
of our technology infra-structure and impairments. 2002 operating income includes an other
operations following the divestiture of operating charge of $7.3 million related to asset
our CPCS business and transition to our impairments and the write-down of minority investments in
new data center. Operating income in startup companies. Operating income from the business
Insurance Services and B&G improved segments is primarily due to the strong revenue
primarily due to increased revenues and performance discussed above, the introduction of higher
cost control initiatives employed in our margin products and our continued focus on improving cost
more economically sensitive B&G efficiencies, offset slightly by increased investment in
businesses which experienced no revenue new business initiatives and resources to support the
growth. Without the revenue and related growth of the Company.
operating income decline in our Marketing
Services segment, we would have realized
a 190 basis point improvement in
operating margins from our ongoing
operations as the highly scalable nature
of our operations enable us to improve
margins as revenues expand.
13
MANAGEMENT'S DISCUSSION AND ANALYSIS continued
ChoicePoint 2003 Annual Report
COMPARISON OF 2003 WITH 2002 COMPARISON OF 2002 WITH 2001
CONSOLIDATED RESULTS CONSOLIDATED RESULTS
-------------------- --------------------
Interest Expense Interest expense decreased $4.7 million Interest expense decreased $2.7 million
to $3.1 million in 2003 due to lower to $7.8 million in 2002 as a result of
interest rates and our ability to capital- lower average outstanding debt com-
ize on our increased earnings and our bined with lower average interest
strong cash position to significantly rates due to the expiration of a high
reduce borrowings. interest rate swap (see Note 5 to the
Consolidated Financial Statements).
Income Taxes Income taxes for continuing operations Income taxes for continuing operations
for 2003 and 2002 were provided at the for 2002 were provided at the effective
effective rate of 38.4%. rate of 38.4%, a decrease from the
effective rate of 54.7% in 2001. The
2001 tax provision includes $10.5 mil-
lion related to the sale of our laboratory
services business. Excluding the impact
of the sale, the effective rate in 2001 was
39.9%, slightly higher than 2002 due to
non-deductible goodwill amortization.
CASH FLOW AND LIQUIDITY REVIEW
CAPITAL RESOURCES
The Company's sources of capital include, but are not limited to, cash from
continuing operations, amounts available under credit facilities and other bank
borrowings, the issuance of equity securities and other external sources of
funds. ChoicePoint'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 bank borrowings. We believe that
available short-term and long-term capital resources are sufficient to fund
capital expenditures and working capital requirements, scheduled debt payments,
interest and tax obligations for the next twelve months. We currently estimate
2004 capital expenditures will be approximately $50 - $55 million. However, any
material variance of our operating results from our projections or investments
in or acquisitions of businesses, products, or technologies could require us to
obtain additional equity or debt financing.
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 we
do not anticipate paying any cash dividends on our common stock in the near
future. The Company may desire to obtain additional long-term financing for
other strategic reasons. We anticipate 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, 2003
or 2002.
At December 31, 2003, there were no borrowings under the Company's $325 million
unsecured revolving credit facility ("Credit Facility") which expires in May
2005. Borrowings under the Credit Facility were $95.0 million at December 31,
2002. 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, an undivided interest in all eligible trade accounts receivable subject
to limitations up to $100 million. Net proceeds from the Receivables Facility
were $50.0 million at December 31, 2003 and $85.0 million at December 31, 2002.
At December 31, 2003, we had approximately $375 million of available capacity
under these facilities.
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. We have
maintained compliance with these financial covenants.
14
MANAGEMENT'S DISCUSSION AND ANALYSIS continued
ChoicePoint 2003 Annual Report
CONTRACTUAL OBLIGATIONS AND THE RELATED FUTURE PAYMENTS
Payments Due by Period
(In thousands) Total 2004 2005 2006 Thereafter
-------- -------- -------- -------- ------------
Debt* $ 51,970 $ 50,140 $ 145 $ 155 $ 1,530
Capital lease obligations 59 54 5 -- --
Operating leases and other commitments 58,229 15,870 13,468 10,110 18,781
-------- -------- -------- -------- --------
Total contractual cash obligations $110,258 $ 66,064 $ 13,618 $ 10,265 $ 20,311
Interest and tax pay payments totaling $84.9 million were made in 2003. Similar
payments are expected in future years.
*Excludes a $4.4 million liability related to the fair market valuation of our
interest rate swaps discussed below.
OFF-BALANCE SHEET ITEMS
In 1997, the Company entered into a $25 million synthetic lease agreement for
our headquarters building. In 2001, the Company entered into another synthetic
lease agreement for up to $48 million, as amended, to finance the construction
of our data center facility that was completed in the second quarter of 2003.
Both leases expire in 2007, at which time we have the following options for
each lease: renew the lease for an additional five years, purchase the building
for the original cost or remarket the property. If we elect to remarket the
property, ChoicePoint must guarantee the lessor 80% to 85% of the original
cost.
The Company has accounted for the synthetic leases as operating leases and has
recorded rent expense. During 2003, we modified our $48 million synthetic lease
to, among other things, continue to qualify for off-balance sheet treatment in
accordance with the provisions of Financial Accounting Standards Board ("FASB")
Interpretation No. 46 ("FIN 46"), "Consolidation of Variable Interest
Entities." If the Company had elected to purchase the properties instead of
entering into the synthetic leases, total assets and debt would have increased
by $67.3 million at December 31, 2003 and we would have recorded additional
depreciation expense of approximately $1.7 million ($1.0 million after tax)
related to the synthetic leases for 2003.
DERIVATIVES
Derivative financial instruments at December 31, 2003 consist of four interest
rate swap agreements entered into to reduce the impact of changes in a
benchmark interest rate (LIBOR) on the Company's LIBOR-based payments on the
Company's synthetic leases. At December 31, 2003, the total notional amount
under these swap agreements was $67 million and they involve the receipt of a
variable rate and payment by ChoicePoint of fixed rates between 4.6% and 6.5%.
ChoicePoint has designated all of these swaps as cash flow hedges of the
variability in expected future interest payments on $67 million of borrowings.
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. As of
December 31, 2003, the fair value of the outstanding interest rate swap
agreements was a liability of $4.4 million which has been recorded net of taxes
in accumulated other comprehensive loss in accordance with SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities" (see Notes 3 and
5 to the Consolidated Financial Statements). The Company had a fifth interest
rate swap agreement with a notional amount of $125 million to limit the effect
of changes in the benchmark interest rate (LIBOR) on $125 million of the
Company's borrowings. This swap agreement was also designated as a cash flow
hedge and expired in August 2002.
INTEREST RATE RISK MANAGEMENT
As of December 31, 2003, $67.3 million is outstanding under the synthetic lease
agreements, of which $67.0 million of LIBOR-based payments are hedged with the
swap agreements. In addition, $50.0 million is outstanding under the
Receivables Facility. Based on the Company's overall interest rate exposure at
December 31, 2003, a 1% change in interest rates would result in a change in
annual pretax interest expense of approximately $500,000 based on our current
level of borrowing.
15
MANAGEMENT'S DISCUSSION AND ANALYSIS continued
ChoicePoint 2003 Annual Report
SUMMARY OF CASH ACTIVITIES 2003 2002 2001
PRIMARY SOURCES OF CASH Cash from continuing oper- Cash from continuing oper- Cash from continuing oper-
ations of $194.3 million ations of $158.7 million ations of $120.7 million,
and cash proceeds from and $85.0 million of cash proceeds of $49.0 mil-
the sale of CPCS of borrowings under the lion from the sale of our
$87.0 million less approxi- Receivables Facility. laboratory services business
mately $28.3 million of and $16.0 million of net
applicable taxes on the sale. borrowings under our
former credit facility.
PRIMARY USES OF CASH Acquisitions totaled Acquisitions totaled Acquisitions totaled
$93.6 million in 2003, $187.0 million in 2002, $154.3 million in 2001
capital expenditures prima- capital expenditures and capital expenditures
rily for hardware, software, primarily for hardware, primarily for hardware,
databases and R&D initia- software and databases software and our public
tives were $41.9 million were $49.0 million and records integration were
and net debt repayments net debt repayments $50.7 million.
totaled $130.4 million. under the credit facilities
were $60.0 million.
OPERATING ACTIVITIES Cash flows from continuing Cash flows from continuing Cash flows from continuing
operations increased 22% operations increased 31% operations increased 14%
from $158.7 million in to $158.7 million in 2002 to $120.7 million in 2001
2002 to $194.3 million in from $120.7 million in from $106.3 million in
2003 primarily due to our 2001 primarily due to the 2000 primarily due to the
operating performance pre- operating performance of strong operating perform-
viously discussed. our business segments pre- ance of our business seg-
viously discussed. ments and good working
capital management.
INVESTING ACTIVITIES Our continued acquisitions In 2002 we acquired 6 enti- In 2001 we acquired 7 enti-
of complementary businesses ties and continued to make ties, divested our laboratory
(8 in 2003) and capital capital investments in tech- services business and con-
investments in technology nology and databases which tinued to make capital
and databases, offset by the resulted in net cash used in investments in technology
proceeds generated from investing activities of and infrastructure resulting
the sale of CPCS, resulted $235.3 million. in net cash used in investing
in net cash used in investing activities of $155.9 million.
activities of $48.5 million.
FINANCING ACTIVITIES In 2003, we used the In 2002, we refinanced In 2001, we borrowed
proceeds from the sale our outstanding revolving additional funds under
of CPCS and operations facility with the Credit our Former Credit Facility
to repay outstanding debt, Facility and borrowed and used proceeds from the
resulting in net cash used additional funds under exercise of stock options to
by financing activities of the Receivables Facility to fund our more significant
$118.1 million. fund our more significant acquisitions resulting in net
acquisitions resulting in net cash provided by financing
cash provided by financing activities of $36.5 million.
activities of $47.9 million.
16
MANAGEMENT'S DISCUSSION AND ANALYSIS CONTINUED
ChoicePoint 2003 Annual Report
ACCOUNTING DEVELOPMENTS
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE
Effective January 1, 2002, ChoicePoint adopted new accounting rules for goodwill
and certain intangible assets. Among the requirements of the new rules is that
goodwill and certain intangible assets be assessed for impairment using fair
value measurement techniques. During the second quarter of 2002, the Company
completed its impairment review and recorded a $39.1 million non-cash pretax
charge ($24.4 million net of taxes) for the impairment of goodwill resulting
primarily from the EquiSearch Services, Inc. acquisition in 1998 and the
Internet business the Company acquired as part of the DBT merger in May 2000.
The charge is non-operational in nature and is reflected as a cumulative effect
of change in accounting principle in the accompanying consolidated financial
statements (see Note 3 to the Consolidated Financial Statements).
NEW ACCOUNTING PRONOUNCEMENTS
In July 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations," which requires companies to record the fair value of a liability
for an asset retirement obligation in the period in which it is incurred. When
the liability is initially recorded, the cost is capitalized by increasing the
carrying amount of the related long-lived asset. On an interim and annual basis,
the liability is adjusted to its present value and the capitalized cost is
depreciated over the useful life of the related asset. Upon settlement of the
liability, a gain or loss may be incurred based on the remaining balance. The
adoption of this standard in 2003 did not have a material impact on the
Company's operating results or financial position.
In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities," which requires costs associated with exit or
disposal activities to be recognized when the costs are incurred, rather than at
a date of commitment to an exit or disposal plan. The FASB bases the accrual of
an exit or disposal cost on the existence of a liability that constitutes an
"obligation" both legally and socially as defined under FASB Statement of
Concept No. 6. SFAS No. 146 is effective for disposal activities initiated after
December 31, 2002. The adoption of this standard did not have a material impact
on the Company's operating results or financial position.
In November 2002, the FASB issued Interpretation No. 45, "Guarantor's Accounting
and Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others," ("FIN 45"). This interpretation elaborates on the
disclosures to be made by a guarantor in its interim and annual financial
statements about its obligations under certain guarantees that it has issued. It
also clarifies that a guarantor is required to recognize, at the inception of a
guaranty, a liability for the fair value of the obligation undertaken in issuing
the guarantee. The disclosure requirements of FIN 45 are effective for the
Company as of December 31, 2002.
The initial recognition and measurement provisions of FIN 45 were applicable on
a prospective basis to guarantees issued or modified after December 31, 2002.
The adoption of this standard did not have a material impact on the Company's
operating results or financial position.
In November 2002, the EITF reached a consensus on Issue No. 00-21, "Revenue
Arrangements with Multiple Deliverables" ("EITF 00-21"). EITF 00-21 provides
guidance on how to account for arrangements that involve the delivery or
performance of multiple products, services and/or rights to use assets. The
provisions of EITF 00-21 apply to revenue arrangements entered into in fiscal
periods beginning after June 15, 2003. The adoption of EITF 00-21 did not have a
material impact on the Company's results of operations and financial position.
In January 2003, the FASB issued FIN 46, which addresses consolidation of
business enterprises of variable interest entities ("VIE") and requires
companies with a controlling financial interest in a VIE to include the assets,
liabilities and results of activities of the VIE in the consolidated financial
statements of the company. FIN 46 was effective immediately for VIEs created
after January 31, 2003 and was effective for the quarter ending June 30, 2003
for all VIEs that existed prior to January 31, 2003. The Company has accounted
for the synthetic leases as operating leases and has recorded rent expense.
During the second quarter of 2003, the Company modified its $48 million
synthetic lease to, among other things, continue to qualify for off-balance
sheet treatment in accordance with the provisions of FIN 46 (see Note 5 to the
Consolidated Financial Statements). In December 2003, the FASB redeliberated
certain proposed modifications and revised FIN 46 ("FIN 46-R"). The revised
provisions are applicable no later than the first reporting period ending after
March 15, 2004. The Company is currently evaluating the impact of adopting FIN
46-R.
In April 2003, the FASB issued SFAS No. 149, "Amendment of SFAS No. 133 on
Derivative Instruments and Hedging Activities." SFAS No. 149 amends and
clarifies financial accounting and reporting for derivative instruments,
including certain derivative instruments embedded in other contracts, and for
hedging activities under SFAS No. 133. SFAS No. 149 also amends SFAS No. 133 for
decisions made (1) as part of the Derivatives Implementation Group process that
effectively required amendments to SFAS No. 133, (2) in connection with other
FASB projects dealing with financial instruments, and (3) in connection with
implementation issues raised in relation to the application of the definition of
a derivative. SFAS No. 149 is effective for contracts entered into or modified
after June 30, 2003 and hedging relationships designated after June 30, 2003.
The adoption of this standard did not have a material impact on the Company's
results of operations and financial position.
17
MANAGEMENT'S DISCUSSION AND ANALYSIS CONTINUED
ChoicePoint 2003 Annual Report
In May 2003, the FASB issued SFAS No.150, "Accounting for Certain Financial
Instruments with Characteristics of Both Liabilities and Equity." SFAS 150
establishes standards for classifying and measuring as liabilities certain
financial instruments that embody obligations of the issuer and have
characteristics of both liabilities and equity. The adoption of SFAS 150 did not
have a material effect on the Company's results of operations or financial
position.
In December 2003, the FASB issued a revision to SFAS No. 132, "Employers'
Disclosures About Pensions and Other Post Retirement Benefits," which revises
employers' disclosures about pension and other postretirement benefit plans to
provide additional information so that users can develop a clearer picture
regarding the status and health of a company's plan. Certain of the provisions
of SFAS No. 132 are effective for fiscal years ending on or after December 15,
2003, and have been adopted by the Company (see Note 8 to the Consolidated
Financial Statements).
CRITICAL ACCOUNTING POLICIES
The consolidated financial statements are prepared in accordance with accounting
principles generally accepted in the United States of America, which require the
Company to make estimates and assumptions which may be revised over time as new
information and regulations become available. 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 result in
different amounts of goodwill and other acquisition intangible assets and
different lives for amortizable intangible assets. As of December 31, 2003,
certain of our 2003 purchase price allocations were based on preliminary
estimates which may be revised in 2004 as estimates and assumptions are
finalized (see Note 4 to the Consolidated Financial Statements). We do not
anticipate that these revisions would be significant to the financial statements
taken as a whole.
IMPAIRMENT TESTING OF GOODWILL AND OTHER ASSETS -- SFAS No. 142 requires the
testing of intangible assets with indefinite lives and goodwill for impairment
at least annually. We completed our initial impairment test in 2002 and our
annual impairment tests in both 2002 and 2003 as required by SFAS No. 142 (see
Notes 3 and 4 to the Consolidated Financial Statements). Upon completion of our
analysis for goodwill impairment in the second quarter of 2002, we recorded a
non-cash charge of $39.1 million ($24.4 million net of taxes) to reduce the
carrying value of our goodwill retroactive to January 1, 2002. In calculating
the goodwill impairment charge, the fair value of the impaired reporting units
was estimated using a discounted cash flow methodology. This impairment charge
was due to increased competition and pricing pressures and related primarily to
goodwill recorded in the 1998 acquisition of EquiSearch Services, Inc. and
goodwill related to the Internet business acquired as part of the DBT merger in
May 2000. No additional impairment charge was recorded as a result of the annual
reviews in 2003 or 2002 based on estimated future cash flows as compared to the
current book value of long-lived assets. These impairment tests are impacted by
the determination of future cash flow assumptions for the related assets.
Changes in assumptions could materially impact the fair value estimates. If the
Company had assumed a 10% reduction in its estimated annual cash flows in the
initial impairment test or subsequent annual tests, it would have recorded
additional impairment of less than $3 million.
For the other acquisition intangible assets such as purchased software, customer
relationships and non-compete agreements, the Company is required to assess them
for impairment whenever indicators of impairment exist in accordance with SFAS
No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets."
During 2003, $6.0 million of these assets were written down and recorded as
other operating expense as indicators of impairment related to these assets were
identified. The Company periodically reviews and reevaluates the assumptions
used for assessing the recoverability of its intangible assets and adjusts them
as necessary.
18
MANAGEMENT'S DISCUSSION AND ANALYSIS CONTINUED
ChoicePoint 2003 Annual Report
As discussed in Note 10 to the Consolidated Financial Statements, in connection
with selling and integrating certain business operations, the Company has
recorded asset impairment charges for data and software assets that will no
longer be used. Inherent in the assumptions used in impairment analyses are
certain significant management judgments and estimates. We periodically review
and reevaluate these assumptions and adjust them 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 evaluates the recoverability of capitalized costs
periodically or as changes in circumstances suggest a possible impairment may
exist in accordance with SFAS No. 144. Primarily in connection with the recent
realignment of our technology infrastructure and the integration of our public
records businesses subsequent to the DBT merger in 2000, capitalized software
costs were written down by $5.1 million in 2003, $3.0 million in 2002, and $2.7
million in 2001. Amortization of capitalized software costs amounted to $13.7
million in 2003, $10.1 million in 2002, and $6.7 million in 2001.
POSTRETIREMENT BENEFIT OBLIGATIONS -- In connection with developing the
Company's projected liabilities for postretirement benefits, management is
required to make estimates and assumptions which affect the reported amounts of
the liability as of the date of the financial statements and the amount of
expense recognized during the period. The liability is developed based on
currently available information, estimates of future trends and actuarial
assumptions provided by our independent actuaries including a discount rate of
5.75% and an initial health care cost trend rate of approximately 12%. A 0.25%
decrease or increase in the discount rate (to 6.0% or 5.5%) would result in a
change in the liability of approximately $700,000. Actual results could differ
from these estimates. See Note 8 to the Consolidated Financial Statements for a
discussion of the impact of changes in health care cost trend rates.
FORWARD-LOOKING STATEMENTS
Certain written and oral statements made by or on behalf of the Company,
including information in this Annual Report, may constitute "forward-looking
statements" as defined under the Private Securities Litigation Reform Act of
1995. Words or phrases such as "should result," "are expected to," "we
anticipate," "we estimate," "we project," or similar expressions are intended to
identify forward-looking statements. These statements are subject to certain
risks and uncertainties that could cause actual results to differ materially
from those expressed in any forward-looking statements. These risks and
uncertainties include, but are not limited to, the following important factors:
demand for the Company's services, product development, maintaining acceptable
margins, maintaining our data supply, maintaining secure systems, ability to
minimize system interruptions, ability to control costs, the impact of federal,
state, and local regulatory requirements on the Company's business, specifically
the direct marketing and public records markets and privacy matters affecting
the Company, the impact of competition and customer consolidations, ability to
continue our long-term business strategy including growth through acquisition,
ability to attract and retain qualified personnel, the ability to mitigate
material litigation 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 ("SEC"),
including the Company's Annual Report on Form 10-K. 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.
19
REPORT OF MANAGEMENT
ChoicePoint 2003 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. The
systems of internal control are documented, evaluated and tested by the
Company's internal auditors on a continuing basis. As with any system of
internal controls, there are inherent limitations in the controls the Company
has put in place. Specifically, collusion by two or more employees can override
the controls put in place within any organization and individuals may execute
transactions without the proper authority or disclosure. Management believes
that the Company has maintained an effective system of internal control over the
preparation of its financial information, including the Consolidated Financial
Statements of the Company for the year ended December 31, 2003.
Independent auditors were engaged by the Company's Audit Committee to
audit the Consolidated Financial Statements of the Company and issue their
report thereon. The Company's independent auditors 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 deemed to be independent in accordance with applicable rules
and laws, meets periodically with financial management, internal audit, and the
independent auditors to review internal accounting controls, the scope and
results of audits and accounting, auditing, and financial reporting matters. The
Audit Committee has a member who is an "audit committee financial expert" as
defined by the Securities and Exchange Commission. The Audit Committee
recommends to the Board of Directors appointment of the independent auditors.
Both the internal auditors and the independent auditors have access to the Audit
Committee, with or without the presence of management.
/s/ Derek V. Smith
------------------------------
Derek V. Smith
Chairman and Chief Executive Officer
/s/ Steven W. Surbaugh
------------------------------
Steven W. Surbaugh
Chief Financial Officer
/s/ David E. Trine
------------------------------
David E. Trine
Treasurer and Corporate Controller
20
INDEPENDENT AUDITORS' REPORT
ChoicePoint 2003 Annual Report
To the Board of Directors and Shareholders of ChoicePoint Inc.:
We have audited the consolidated balance sheets of ChoicePoint Inc. and
subsidiaries (the "Company") as of December 31, 2003 and 2002 and the related
consolidated statements of income, shareholders' equity, and cash flows for each
of the three years in the period ended December 31, 2003. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on the financial statements based on our
audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly,
in all material respects, the financial position of the Company as of December
31, 2003 and 2002 and the results of its operations and its cash flows for each
of the three years in the period ended December 31, 2003 in conformity with
accounting principles generally accepted in the United States of America.
As described in Note 3, these consolidated financial statements have
been revised to include the disclosures required by Statement of Financial
Accounting Standards No. 142, "Goodwill and Other Intangible Assets," which was
adopted by the Company as of January 1, 2002.
/s/ Deloitte & Touche LLP
------------------------------
Deloitte & Touche LLP
Atlanta, Georgia
February 25, 2004
21
CONSOLIDATED STATEMENTS OF INCOME
ChoicePoint 2003 Annual Report
(In thousands, except per share data)
Year Ended December 31, 2003 2002 2001
- --------------------------------------------------------------------------------------------------------------------
Revenue from products and services $ 750,351 $ 690,803 $ 602,648
Reimbursable expenses (Note 3) 45,395 38,520 38,028
- --------------------------------------------------------------------------------------------------------------------
Total revenue 795,746 729,323 640,676
- --------------------------------------------------------------------------------------------------------------------
Costs and expenses:
Cost of services 402,148 360,131 344,567
Reimbursable expenses 45,395 38,520 38,028
Selling, general, and administrative 138,701 140,808 118,049
Other operating charges (Note 10) 30,942 7,342 17,865
Loss on sale of business - - 10,853
- --------------------------------------------------------------------------------------------------------------------
Total costs and expenses 617,186 546,801 529,362
- --------------------------------------------------------------------------------------------------------------------
Operating income 178,560 182,522 111,314
Interest expense 3,061 7,772 10,487
- --------------------------------------------------------------------------------------------------------------------
Income from continuing operations before income taxes 175,499 174,750 100,827
Provision for income taxes 67,391 67,078 55,125
- --------------------------------------------------------------------------------------------------------------------
Income from continuing operations 108,108 107,672 45,702
Income from discontinued operations, net of tax (Note 4) 991 6,571 4,632
Gain on sale of discontinued operations, net of tax (Note 4) 32,893 - -
- --------------------------------------------------------------------------------------------------------------------
Income before cumulative effect of change in accounting principle 141,992 114,243 50,334
Cumulative effect of change in accounting principle,
net of tax (Note 3) - (24,416) -
- --------------------------------------------------------------------------------------------------------------------
Net income $ 141,992 $ 89,827 $ 50,334
====================================================================================================================
Earnings per share (Notes 3 and 7)
Basic:
Income from continuing operations $ 1.26 $ 1.28 $ 0.55
Income from discontinued operations, net 0.01 0.08 0.06
Gain on sale of discontinued operations, net 0.38 - -
- --------------------------------------------------------------------------------------------------------------------
Income before cumulative effect of change in accounting principle 1.65 1.36 0.61
Cumulative effect of change in accounting principle, net - (0.29) -
- --------------------------------------------------------------------------------------------------------------------
Net income $ 1.65 $ 1.07 $ 0.61
====================================================================================================================
Diluted:
Income from continuing operations $ 1.21 $ 1.21 $ 0.52
Income from discontinued operations, net 0.01 0.07 0.05
Gain on sale of discontinued operations, net 0.37 - -
- --------------------------------------------------------------------------------------------------------------------
Income before cumulative effect of change in accounting principle 1.58 1.28 0.58
Cumulative effect of change in accounting principle, net - (0.27) -
- --------------------------------------------------------------------------------------------------------------------
Net income $ 1.58 $ 1.01 $ 0.58
====================================================================================================================
Weighted average shares - basic 85,957 84,313 82,417
Dilutive effect of stock options 3,729 4,881 4,734
- --------------------------------------------------------------------------------------------------------------------
Weighted average shares - diluted 89,686 89,194 87,151
- --------------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these consolidated financial
statements.
22
CONSOLIDATED BALANCE SHEETS
ChoicePoint 2003 Annual Report
(In thousands, except par values)
December 31, 2003 2002
- ---------------------------------------------------------------------------------------------------------------
ASSETS
Current assets:
Cash and cash equivalents $ 23,410 $ 34,359
Accounts receivable, net of allowance for doubtful accounts
of $5,450 in 2003 and $4,978 in 2002 153,661 143,610
Deferred income tax assets 9,160 6,557
Other current assets 17,721 20,809
- ---------------------------------------------------------------------------------------------------------------
Total current assets 203,952 205,335
Property and equipment, net 56,968 66,221
Goodwill 645,172 578,608
Other acquisition intangible assets 47,081 42,572
Deferred income tax assets 871 12,672
Other 67,240 73,602
- ---------------------------------------------------------------------------------------------------------------
Total assets $ 1,021,284 $ 979,010
===============================================================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term debt and current maturities of long-term debt $ 50,194 $ 85,387
Accounts payable 31,823 31,825
Accrued salaries and bonuses 34,480 37,801
Other current liabilities 61,984 47,683
- ---------------------------------------------------------------------------------------------------------------
Total current liabilities 178,481 202,696
Long-term debt, less current maturities 1,835 97,059
Postretirement benefit obligations 30,815 37,853
Other long-term liabilities 19,658 18,795
- ---------------------------------------------------------------------------------------------------------------
Total liabilities 230,789 356,403
===============================================================================================================
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 - 400,000;
issued - 87,748 in 2003 and 86,555 in 2002 8,775 8,655
Paid-in capital 374,929 345,426
Retained earnings 429,779 287,787
Accumulated other comprehensive loss, net (2,589) (2,881)
Treasury stock, at cost, 1,193 shares in 2003 and 1,065 shares in 2002 (20,399) (16,380)
- ---------------------------------------------------------------------------------------------------------------
Total shareholders' equity 790,495 622,607
- ---------------------------------------------------------------------------------------------------------------
Total liabilities and shareholders' equity $ 1,021,284 $ 979,010
===============================================================================================================
The accompanying notes are an integral part of these consolidated financial
statements.
23
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
Accumulated
Other
Comprehensive
Comprehensive Common Paid-in Retained Loss, Treasury
(In thousands) Income Stock Capital Earnings Net Stock Total
- ----------------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 2000 $ 8,209 $ 256,744 $ 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 $2,400 (3,635) - - - (3,635) - (3,635)
Translation adjustments 92 - - - 92 - 92
-----------
Comprehensive income $ 46,791
-----------
Restricted stock plans, net 14 2,530 - - - 2,544
Stock options exercised 222 26,377 - - - 26,599
Common stock redeemed - - - - (2,176) (2,176)
Stock purchased by employee benefit
trusts 5 (5) - - (1,972) (1,972)
Tax benefit of stock options exercised - 11,966 - - - 11,966
- ----------------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 2001 8,450 297,612 197,960 (3,635) (15,566) 484,821
Net income $ 89,827 - - 89,827 - - 89,827
Change in fair value of derivatives,
net of deferred taxes of $503 754 - - - 754 - 754
-----------
Comprehensive income $ 90,581
-----------
Restricted stock plans, net (9) 2,791 - - - 2,782
Stock options exercised 214 25,050 - - - 25,264
Common stock redeemed - - - - (814) (814)
Tax benefit of stock options exercised - 19,973 - - - 19,973
- ----------------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 2002 8,655 345,426 287,787 (2,881) (16,380) 622,607
Net income $ 141,992 - - 141,992 - - 141,992
Change in fair value of derivatives,
net of deferred taxes of $166 249 - - - 249 - 249
Other 43 - - - 43 - 43
-----------
Comprehensive income $ 142,284
-----------
Restricted stock plans, net 6 3,659 - - - 3,665
Stock options exercised 114 16,180 - - - 16,294
Common stock redeemed - - - - (99) (99)
Stock purchased by employee benefit
trusts, net - 22 - - (3,920) (3,898)
Tax benefit of stock options exercised - 9,642 - - - 9,642
- ----------------------------------------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 2003 $ 8,775 $ 374,929 $ 429,779 $ (2,589) $ (20,399) $790,495
==================================================================================================================================
The accompanying notes are an integral part of these consolidated financial
statements.
24
CONSOLIDATED STATEMENTS OF CASH FLOWS
ChoicePoint 2003 Annual Report
(In thousands)
Year Ended December 31, 2003 2002 2001
- -----------------------------------------------------------------------------------------------------------------------------
Cash flows from operating activities:
Net income $ 141,992 $ 89,827 $ 50,334
Cumulative effect of change in accounting principle, net of tax - 24,416 -
Income from discontinued operations, net of tax (991) (6,571) (4,632)
Gain on sale of discontinued operations, net of tax (32,893) - -
- -----------------------------------------------------------------------------------------------------------------------------
Income from continuing operations 108,108 107,672 45,702
- -----------------------------------------------------------------------------------------------------------------------------
Adjustments to reconcile net cash provided by continuing operations:
Depreciation and amortization 53,120 44,850 58,100
Provision for other operating charges 21,164 5,405 12,703
Compensation recognized under employee stock plans, net 3,665 2,782 2,544
Tax benefit of stock options exercised 9,642 19,040 11,407
Loss on sale of business, pretax - - 10,853
Changes in assets and liabilities, excluding effects of acquisitions
and divestitures:
Accounts receivable, net (14,179) (10,497) (7,228)
Other current assets 4,703 3,571 (10,491)
Deferred income taxes 8,859 10,039 6,169
Current liabilities, excluding debt 6,007 (16,336) (7,405)
Other long-term liabilities, excluding debt (6,802) (7,812) (1,607)
- -----------------------------------------------------------------------------------------------------------------------------
Net cash provided by continuing operations 194,287 158,714 120,747
- -----------------------------------------------------------------------------------------------------------------------------
Net cash (used) provided by discontinued operations (38,609) 10,036 6,844
Cash flows from investing activities:
Acquisitions, net of cash acquired, and equity investment (93,567) (186,990) (154,259)
Cash proceeds from sale of businesses 87,000 650 49,000
Additions to property and equipment, net (20,645) (19,796) (18,880)
Additions to other assets, net (21,286) (29,207) (31,797)
- -----------------------------------------------------------------------------------------------------------------------------
Net cash used by investing activities (48,498) (235,343) (155,936)
- -----------------------------------------------------------------------------------------------------------------------------
Cash flows from financing activities:
Payments on Former Credit Facility - (155,000) (74,000)
Payments on Credit Facility (153,000) (40,000) -
Borrowings under Credit Facility 58,000 135,000 -
Borrowings under Former Credit Facility - - 90,000
Payments on Receivables Facility (35,000) - -
Borrowings under Receivables Facility - 85,000 -
Payments on other debt, net (426) (1,531) (1,982)
Purchases of stock held by employee benefit trusts, net (3,898) - (1,972)
Redemption of common stock (99) (814) (2,176)
Proceeds from exercise of stock options 16,294 25,264 26,599
- -----------------------------------------------------------------------------------------------------------------------------
Net cash (used) provided by financing activities (118,129) 47,919 36,469
- -----------------------------------------------------------------------------------------------------------------------------
Net (decrease) increase in cash and cash equivalents (10,949) (18,674) 8,124
Cash and cash equivalents, beginning of year 34,359 53,033 44,909
- -----------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of year $ 23,410 $ 34,359 $ 53,033
=============================================================================================================================
The accompanying notes are an integral part of these consolidated financial
statements.
25
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
ChoicePoint 2003 Annual Report
1 NATURE OF OPERATIONS
ChoicePoint Inc. (NYSE: CPS), a Georgia corporation ("ChoicePoint" or the
"Company"), is the leading provider of identification and credential
verification services for making smarter decisions in a world challenged by
increased risks. Serving the needs of business, government, non-profit
organizations and individuals, ChoicePoint works to create a safer and more
secure society through the responsible use of information while ensuring the
protection of personal privacy. For more information, visit the Company's Web
site at www.choicepoint.com.
ChoicePoint's businesses are focused on three primary markets - Insurance
Services, Business & Government Services and Marketing Services.
The Insurance Services group provides information products and services used in
the underwriting and claims processes by property and casualty ("P&C") insurers.
Major offerings to the personal lines P&C market include claims history data,
motor vehicle records ("MVR"), police records, credit information and modeling
services. Additionally, ChoicePoint provides customized policy rating and
issuance software to the commercial insurance market. Prior to the divestiture
in February 2003 (Note 4), ChoicePoint also provided property inspections and
audits to the commercial insurance market.
The Business & Government Services group ("B&G") provides information products
and services to Fortune 1000 corporations, consumer finance companies,
asset-based lenders, legal and professional service providers, health care
service providers, non-profit organizations, small businesses, consumers and
federal, state, and local government agencies. Major offerings include
employment background screenings and drug testing administration services,
public record searches, vital record services, credential verification, due
diligence information, Uniform Commercial Code searches and filings, DNA
identification services, authentication services and people and shareholder
locator information searches.
The Marketing Services group provides direct marketing services to Fortune 1000
corporations, insurance companies, and financial institutions. Marketing
Services offers a full complement of products, including data, print
fulfillment, teleservices, database and campaign management services, as well as
Web-based solutions.
2 BASIS OF PRESENTATION
ChoicePoint Inc. was established through the combination of the businesses that
comprised the Insurance Services Group of Equifax Inc. ("Equifax") within a
separate company and the subsequent spinoff on August 8, 1997 (the "Spinoff") of
the Company's outstanding stock by Equifax as a stock dividend to the
shareholders of Equifax.
The consolidated financial statements include the accounts of ChoicePoint and
its subsidiaries. All material transactions and balances between entities
included in the consolidated financial statements have been eliminated.
3 SIGNIFICANT ACCOUNTING POLICIES
USE OF ESTIMATES - The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
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.
EARNINGS PER SHARE ("EPS") - In accordance with Statement of Accounting
Standards ("SFAS") No. 128, "Earnings Per Share," the Company has computed basic
and diluted EPS using the treasury stock method. Options outstanding to purchase
approximately 2.5 million, 900,000, and 200,000 shares of common stock at
December 31, 2003, 2002 and 2001, respectively, were not included in the
computation of diluted EPS because the exercise prices of the options were
greater than the average market prices of the Company's common shares during the
applicable year (Note 7).
RECLASSIFICATIONS - Certain prior year amounts have been reclassified to conform
with the current year presentation.
REVENUE AND EXPENSE RECOGNITION - ChoicePoint recognizes revenue when an
agreement exists, prices are determinable, services and products are delivered,
and collectibility is reasonably assured. Revenue for the majority of
information products and services is generally billed on a transactional basis
determined by customer usage with some fixed elements.
Marketing Services revenues are recognized when projects are completed and
delivered and are billed in accordance with contractual terms. Software revenues
for our Insurance Services segment are generated primarily by licensing software
systems (consisting of software and maintenance support) and providing
professional services. Perpetual software arrangements require significant
customization and are recognized under the percentage of completion method based
on the terms and conditions in the contract. Changes in estimates to complete
and revisions in overall profit estimates are recognized in the period in which
they are determined. Multi-year software license agreements are recognized
ratably over the term of the agreement. Maintenance and support agreements are
marketed under annual or multi-year agreements and are recognized ratably over
the period covered by the agreements. Software-related professional services are
recognized as the service is performed. Certain software revenues from our
Marketing Services segment represent hosting
26
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
ChoicePoint 2003 Annual Report
arrangements. The revenues and certain up-front costs related to these hosting
arrangements are recognized ratably over the term of the agreement.
The Company records certain revenue on a net basis. Motor vehicle records
registry revenue (the fee charged by states for motor vehicle records) and other
fixed costs that are passed on by ChoicePoint to its customers ("pass-through
expense") are excluded from revenue and recorded as a reduction to cost of
services in the consolidated financial statements. Pass-through expense was
$597.6 million in 2003, $491.7 million in 2002 and $423.2 million in 2001.
During 2002, the Company began applying the consensus reached in Emerging Issues
Task Force ("EITF") Issue No. 01-14, "Income Statement Characterization of
Reimbursements Received for `Out-of-Pocket' Expenses Incurred" ("EITF 01-14"),
which requires the presentation of reimbursed out-of-pocket expenses on a gross
basis as revenues and expenses. As required, the Company reclassified prior
periods presented to comply with the guidance in EITF 01-14. The application of
EITF 01-14 had no impact on operating income, net income or earnings per share.
Reimbursed materials, shipping and postage charges in the Company's Marketing
Services segment for 2003, 2002 and 2001 amounting to $45.4 million, $38.5
million and $38.0 million, respectively, have been presented as revenues and
expenses in the corresponding Consolidated Statements of Income.
STOCK OPTIONS - As of December 31, 2003, the Company has stock-based employee
compensation plans (Note 7). The Company accounts for these stock option plans
in accordance with Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees" and related Interpretations ("APB No. 25").
Accordingly, the Company does not recognize compensation cost in connection with
these plans, as all options granted under these plans had an exercise price
equal to the fair market value of ChoicePoint common stock on the date of grant.
In December 2002, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure,"
which amends SFAS No. 123, "Accounting for Stock-Based Compensations," and
provides alternative methods of transition for a voluntary change to the fair
value based method of accounting for stock-based compensation. Furthermore, SFAS
No. 148 requires more prominent and frequent disclosures in the financial
statements about the effects of stock-based compensation. The Company adopted
SFAS No. 148 as of January 1, 2003 with respect to the disclosure requirements.
The Company has elected to account for stock-based compensation using the
intrinsic value method prescribed in APB No. 25 and related interpretations. If
the Company had elected to apply the fair value recognition provisions of SFAS
No. 123, "Accounting for Stock-Based Compensation" to stock-based employee
compensation, net income and net income per share would have been reduced to the
pro forma amounts indicated in the following table (in thousands, except per
share information):
Year Ended December 31, 2003 2002 2001
- -----------------------------------------------------------------------
Net income, as reported $ 141,992 $ 89,827 $ 50,334
Deduct: Total
stock-based employee
compensation expense
determined under fair value
based method for stock
option awards, net of
related tax effects 13,154 15,360 9,696
- -----------------------------------------------------------------------
Pro forma net income $ 128,838 $ 74,467 $ 40,638
=======================================================================
Earnings per share:
Basic - as reported $ 1.65 $ 1.07 $ 0.61
Basic - pro forma 1.50 0.88 0.50
Diluted - as reported $ 1.58 $ 1.01 $ 0.58
Diluted - pro forma 1.45 0.85 0.47
The fair value of each option granted is estimated on the date of grant using
the Black-Scholes Option Pricing Model with the following assumptions:
Year Ended December 31, 2003 2002 2001
- ----------------------------------------------------------------
Dividend yield 0% 0% 0%
Expected volatility 33% 33% 29%
Risk-free interest rate 2.8% 4.4% 4.6%
Expected life in years 4.23 4.77 6.53
Weighted average fair value
of options granted $10.00 $14.31 $ 11.61
PROPERTY AND EQUIPMENT - Property and equipment at
December 31, 2003 and 2002 consisted of the following (in thousands):
December 31, 2003 2002
- --------------------------------------------------------------------------------
Land, buildings, and improvements $ 23,541 $ 30,824
Data processing equipment and furniture 143,726 135,718
Less accumulated depreciation (110,299) (100,321)
- --------------------------------------------------------------------------------
$ 56,968 $ 66,221
================================================================================
The cost of property and equipment is depreciated primarily on the straight-line
basis over estimated asset lives of 30 to 40 years for buildings; useful lives,
not to exceed lease terms, for leasehold improvements; three to eight years for
data processing equipment and eight to ten years for furniture.
GOODWILL - The Company accounts for 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 or independent third-party
appraisals. Goodwill for acquisitions prior to July 1, 2001 was amortized on a
straight-line basis over ten to 40 years.
27
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
ChoicePoint 2003 Annual Report
In June 2001, the 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. 142 requires companies to cease
amortizing goodwill that existed on December 31, 2001. Any goodwill resulting
from acquisitions completed after June 30, 2001 is not amortized. SFAS No. 142
also broadens the criteria for recording intangible assets separate from
goodwill and establishes a new method of testing goodwill impairment whereby
goodwill impairment is deemed to exist if the net book value of a reporting unit
exceeds its estimated fair value. As a result of the adoption of these
accounting standards, certain intangibles were subsumed into goodwill and
amortization of these assets and goodwill was discontinued effective January 1,
2002. Upon completion of our analysis for goodwill impairment in the second
quarter of 2002 in accordance with the adoption of SFAS No. 142, ChoicePoint
recorded a non-cash charge of $39.1 million ($24.4 million net of taxes) to
reduce the carrying value of its goodwill retroactive to January 1, 2002. Such
charge is reflected as a cumulative effect of change in accounting principle in
the accompanying Consolidated Statements of Income. In calculating the goodwill
impairment charge, the fair value of the impaired reporting units was estimated
using a discounted cash flow methodology. This impairment charge is due to
increased competition and pricing pressures and relates primarily to the 1998
acquisition of EquiSearch Services, Inc. and the Internet business acquired as
part of the DBT Online, Inc. merger in May 2000. The Company also completed its
annual goodwill impairment reviews as of October 31, 2003 and October 31, 2002.
No additional impairment charge was recorded as a result of these reviews.
A summary of the change in goodwill during the years ended December 31, 2003 and
2002, by business segment, is as follows:
Net Goodwill at Acquisitions NET GOODWILL AT
(In thousands) December 31, 2002 & Adjustments Divestiture DECEMBER 31, 2003
- ------------------------------------------------------------------------------------------------------------------
Insurance $ 45,659 $13,206 $(10,829) $ 48,036
B&G 354,764 51,618 - 406,382
Marketing 178,185 12,569 - 190,754
- ------------------------------------------------------------------------------------------------------------------
Total $578,608 $77,393 $(10,829) $645,172
==================================================================================================================
Net Goodwill at Acquisitions Net Goodwill At
(In thousands) December 31, 2001 & Adjustments Impairment December 31, 2002
- -----------------------------------------------------------------------------------------------------------------
Insurance $ 35,220 $ 10,439 $ - $ 45,659
B&G 264,788 124,985 (35,009) 354,764
Marketing 150,904 31,388 (4,107) 178,185
- ------------------------------------------------------------------------------------------------------------------
Total $450,912 $166,812 $(39,116) $578,608
==================================================================================================================
The 2001 results on a historical basis do not reflect the provisions of SFAS No.
142. Had ChoicePoint adopted SFAS No. 142 on January 1, 2001, the historical net
income and basic and diluted EPS would have changed to the adjusted amounts
indicated below for the years ended December 31:
(In thousands, except per share data) 2003 2002 2001
- ---------------------------------------------------------------------------------------------------------------------
Income before cumulative change in accounting principle $141,992 $114,243 $50,334
Goodwill amortization, net of taxes - - 13,242
- ---------------------------------------------------------------------------------------------------------------------
Adjusted income before cumulative change in accounting principle 141,992 114,243 63,576
- ---------------------------------------------------------------------------------------------------------------------
Cumulative change in accounting principle, net of tax - (24,416) -
- ---------------------------------------------------------------------------------------------------------------------
Adjusted net income $141,992 $ 89,827 $63,576
=====================================================================================================================
Basic EPS, income before cumulative change in accounting principle $ 1.65 $ 1.36 $ 0.61
Goodwill amortization - - 0.16
- ---------------------------------------------------------------------------------------------------------------------
Adjusted EPS, income before cumulative change in accounting principle 1.65 1.36 0.77
- ---------------------------------------------------------------------------------------------------------------------
Cumulative change in accounting principle, net - (0.29) -
- ---------------------------------------------------------------------------------------------------------------------
Adjusted basic EPS $ 1.65 $ 1.07 $ 0.77
=====================================================================================================================
Diluted EPS, income before cumulative change in accounting principle $ 1.58 $ 1.28 $ 0.58
Goodwill amortization - - 0.15
- ---------------------------------------------------------------------------------------------------------------------
Adjusted EPS, income before cumulative change in accounting principle 1.58 1.28 0.73
- ---------------------------------------------------------------------------------------------------------------------
Cumulative change in accounting principle, net - (0.27) -
- ---------------------------------------------------------------------------------------------------------------------
Adjusted diluted EPS $ 1.58 $ 1.01 $ 0.73
=====================================================================================================================
28
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
ChoicePoint 2003 Annual Report
OTHER ACQUISITION INTANGIBLE ASSETS - Other acquisition intangibles, excluding
trademarks/tradenames totaling $3.5 million included in other intangible assets
below, are being amortized on a straight-line basis over three to eleven years.
Amortization expense was $9.5 million for 2003, $6.1 million for 2002 and $5.3
million for 2001. Estimated amortization expense for the next five years is $9.3
million for 2004, $8.6 million for 2005, $7.6 million for 2006, $7.0 million for
2007 and $5.4 million for 2008. Other Acquisition Intangible Assets at December
31, 2003 and 2002 consisted of the following:
2003 2002
---- ----
Accumulated Accumulated
(In thousands) Gross Amortization Net Gross Amortization Net
- ---------------------------------------------------------------------------------------------------------------------
Customer relationships $36,918 $ (7,288) $29,630 $23,353 $ (3,404) $19,949
Purchased data files 2,107 (945) 1,162 14,815 (14,066) 749
Internally developed software 15,050 (11,210) 3,840 14,232 (9,264) 4,968
Non-compete agreements 10,141 (2,471) 7,670 11,767 (2,828) 8,939
Other intangible assets 12,187 (7,408) 4,779 11,300 (3,333) 7,967
- ---------------------------------------------------------------------------------------------------------------------
$76,403 $(29,322) $47,081 $75,467 $(32,895) $42,572
=====================================================================================================================
Other Assets- Other assets at December 31, 2003 and 2002 consisted of the
following (in thousands):
December 31, 2003 2002
- ---------------------------------------------------------------------------------------------------------------------
System development and other deferred costs, net $ 65,813 $ 70,504
Royalty patents, net 1,427 3,098
- ---------------------------------------------------------------------------------------------------------------------
$ 67,240 $ 73,602
=====================================================================================================================
For the years ended December 31, costs of software developed for internal use of
approximately $13.2 million in 2003, $19.3 million in 2002 and $24.9 million in
2001 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 Statement of
Position ("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 $59.3 million as of December 31, 2003 and $47.9
million as of December 31, 2002.
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 other long-lived assets may warrant
revision or may not be recoverable. When factors indicate that 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 other assets in measuring whether those 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 on a discounted cash flow methodology. For the years ended December 31,
2003 and 2002, approximately $7.2 million and $5.4 million of other long-lived
assets were written down to fair value and recognized as other operating
charges, respectively (Note 10).
DEPRECIATION AND AMORTIZATION EXPENSE - Depreciation and amortization expense
from continuing operations for 2003, 2002 and 2001 consisted of the following:
(In thousands)
Year Ended December 31, 2003 2002 2001
- -----------------------------------------------------------------------
Property and equipment $21,205 $19,366 $22,417
Goodwill - - 17,070
Other acquisition intangibles 9,539 6,133 5,413
Royalty patents 1,695 1,695 1,695
System development and
other deferred costs 20,681 17,656 11,505
- -----------------------------------------------------------------------
$53,120 $44,850 $58,100
=======================================================================
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 were approximately $81.8 million in 2003,
$43.7 million in 2002 and $46.6 million in 2001. Interest paid on long-term debt
totaled $3.1 million in 2003, $8.5 million in 2002 and $10.0 million in 2001.
29
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
ChoicePoint 2003 Annual Report
In 2003, 2002 and 2001, 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, 2003 2002 2001
- ------------------------------------------------------------------
Fair value of assets acquired $102,779 $ 201,058 $ 181,570
Cash paid for acquisitions 94,644 192,582 157,348
- ------------------------------------------------------------------
Liabilities assumed $ 8,135 $ 8,476 $ 24,222
==================================================================
FINANCIAL INSTRUMENTS AND DERIVATIVES - 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.
The Company's derivative financial instruments are accounted for under the
provisions of SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities," as amended by SFAS No. 138, which was adopted by the Company
effective January 1, 2001. The effect of such adoption was not material. Such
derivatives at December 31, 2003 and 2002 consist of interest rate swap
agreements (Note 5) entered into to limit the effect of changes in LIBOR (a
benchmark interest rate) on the Company's LIBOR-based payments, including the
synthetic leases. Amounts currently due to or from interest rate swap
counterparties are recorded in expense in the period in which they accrue. The
Company measures all derivatives at fair value and recognizes them in the
Consolidated Balance Sheet as an asset or liability, depending on ChoicePoint's
rights or obligations under the applicable derivative contract. ChoicePoint's
only derivative instruments are swap agreements which have been designated as
cash flow hedges to hedge the variability in expected future interest payments
on a portion of the Company's LIBOR-based payments and, as such, the effective
portions of changes in fair value are reported in cumulative other comprehensive
loss and are subsequently reclassified into earnings when the hedged item
affects earnings. 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 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 Company does not enter into derivative financial instruments for trading or
speculative purposes. The fair value of the interest rate swap agreements was a
liability of $4.4 million as of December 31, 2003 and a liability of $4.8
million at December 31, 2002.
OTHER NEW ACCOUNTING PRONOUNCEMENTS - In July 2001, the FASB issued SFAS No.
143, "Accounting for Asset Retirement Obligations," which requires companies to
record the fair value of a liability for an asset retirement obligation in the
period in which it is incurred. When the liability is initially recorded, the
cost is capitalized by increasing the carrying amount of the related long-lived
asset. On an interim and annual basis, the liability is adjusted to its present
value and the capitalized cost is depreciated over the useful life of the
related asset. Upon settlement of the liability, a gain or loss may be incurred
based on the remaining balance. The adoption of this standard in 2003 did not
have a material impact on the Company's operating results or financial position.
In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities," which requires costs associated with exit or
disposal activities to be recognized when the costs are incurred, rather than at
a date of commitment to an exit or disposal plan. The FASB bases the accrual of
an exit or disposal cost on the existence of a liability that constitutes an
"obligation" both legally and socially as defined under FASB Statement of
Concept No. 6. SFAS No. 146 is effective for disposal activities initiated after
December 31, 2002. The adoption of this standard in 2003 did not have a material
effect on the Company's operating results or financial position.
In November 2002, the FASB issued Interpretation No. 45, "Guarantor's Accounting
and Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others" ("FIN 45"). This interpretation elaborates on the
disclosures to be made by a guarantor in its interim and annual financial
statements about its obligations under certain guarantees that it has issued. It
also clarifies that a guarantor is required to recognize, at the inception of a
guaranty, a liability for the fair value of the obligation undertaken in issuing
the guarantee. The disclosure requirements of FIN 45 are effective for the
Company as of December 31, 2002. The initial recognition and measurement
provisions of FIN 45 were applicable on a prospective basis to guarantees issued
or modified after December 31, 2002. The adoption of this standard did not have
a material impact on the Company's operating results or financial position.
In November 2002, the EITF reached a consensus on Issue No. 00-21, "Revenue
Arrangements with Multiple Deliverables" ("EITF 00-21"). EITF 00-21 provides
guidance on how to account for arrangements that involve the delivery
30
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
ChoicePoint 2003 Annual Report
or performance of multiple products, services and/or rights to use assets. The
provisions of EITF 00-21 apply to revenue arrangements entered into in fiscal
periods beginning after June 15, 2003. The adoption of EITF 00-21 did not have a
material impact on the Company's results of operations and financial position
because all multiple deliverable arrangements are being accounted for under SOP
97-2, "Software Revenue Recognition."
In January 2003, the FASB issued FIN 46, which addresses consolidation of
business enterprises of variable interest entities ("VIE") and requires
companies with a controlling financial interest in a VIE to include the assets,
liabilities and results of activities of the VIE in the consolidated financial
statements of the company. FIN 46 was effective immediately for VIEs created
after January 31, 2003 and was effective for the quarter ending June 30, 2003
for all VIEs that existed prior to January 31, 2003. The Company has accounted
for the synthetic leases as operating leases and has recorded rent expense.
During the second quarter of 2003, the Company modified its $48 million
synthetic lease to, among other things, continue to qualify for off-balance
sheet treatment in accordance with the provisions of FIN 46 (Note 5). In
December 2003, the FASB redeliberated certain proposed modifications and
revised FIN 46 ("FIN 46-R"). The revised provisions are applicable no later than
the first reporting period ending after March 15, 2004. The Company is currently
evaluating the impact of adopting FIN 46-R.
In April 2003, the FASB issued SFAS No. 149, "Amendment of SFAS No. 133 on
Derivative Instruments and Hedging Activities." SFAS No. 149 amends and
clarifies financial accounting and reporting for derivative instruments,
including certain derivative instruments embedded in other contracts, and for
hedging activities under SFAS No. 133. SFAS No. 149 also amends SFAS No. 133 for
decisions made (1) as part of the Derivatives Implementation Group process that
effectively required amendments to SFAS No. 133, (2) in connection with other
FASB projects dealing with financial instruments, and (3) in connection with
implementation issues raised in relation to the application of the definition of
a derivative. SFAS No. 149 is effective for contracts entered into or modified
after June 30, 2003 and hedging relationships designated after June 30, 2003.
The adoption of this standard did not have a material impact on the Company's
results of operations and financial position.
In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of Both Liabilities and Equity." SFAS No. 150
establishes standards for classifying and measuring as liabilities certain
financial instruments that embody obligations of the issuer and have
characteristics of both liabilities and equity. The adoption of SFAS No. 150 did
not have a material effect on the Company's results of operations or financial
position.
In December 2003, the FASB issued a revision to SFAS No. 132, "Employers'
Disclosures About Pensions and Other Post Retirement Benefits," which revises
employers' disclosures about pension and other postretirement benefit plans to
provide additional information so that users can develop a clearer picture
regarding the status and health of a company's plan. Certain of the provisions
of SFAS No. 132 are effective for fiscal years ending on or after December 15,
2003, and have been adopted by the Company (see Note 8).
4 ACQUISITIONS AND DIVESTITURES
ACQUISITIONS - During 2003, 2002 and 2001, the Company acquired either stock or
assets of the following businesses:
Date
Business Acquired
- -------------------------------------------------------------------------
CITI NETWORK, Inc.
d/b/a Applicant Screening and Processing October 2003
Bridger Systems, Inc. September 2003
insuranceDecisions, Inc. September 2003
TML Information Services, Inc. August 2003
Identico Systems, LLC July 2003
Mortgage Asset Research Institute, Inc. June 2003
The List Source, Inc.
d/b/a Kramer Lead Marketing Group January 2003
National Data Retrieval, Inc. January 2003
Accident Report Services, Inc. December 2002
Vital Chek Network, Inc. December 2002
Resident Data, Inc. October 2002
L&S Report Service, Inc. July 2002
Total eData Corporation April 2002
Experian Information Solutions, Inc.
(marketing and list extraction
and reporting businesses) January 2002
Marketing Information & Technology, Inc. July 2001
Pinkerton's, Inc. (pre-employment and
drug testing businesses) July 2001
The Bode Technology Group, Inc. April 2001
National Medical Review Offices, Inc. April 2001
Insurity Solutions, Inc. March 2001
BTi Employee Screening Services, Inc. February 2001
ABI Consulting, Inc. February 2001
- -------------------------------------------------------------------------
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 2003, the Company acquired National Data Retrieval, Inc., one of the nation's
leading providers of public records information for bankruptcies, civil
judgments, and federal and state tax liens based in Alpharetta, Georgia; The
List
31
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
ChoicePoint 2003 Annual Report
Source, Inc. d/b/a/ Kramer Lead Marketing Group, a marketing company servicing
the life and health insurance and financial services markets based in Dallas,
Texas; Mortgage Asset Research Institute, Inc., which operates databases that
help monitor and identify fraud, misrepresentation and misconduct in the
mortgage industry based in Reston, Virginia; Identico Systems, LLC, a real-time
provider of customer identity verification via face-to-face transactions at the
point of sale based in Nashua, New Hampshire; CITI NETWORK, Inc. d/b/a Applicant
Screening and Processing, a tenant screening company based in Orlando, Florida
and certain assets of TML Information Services, Inc., a provider of MVRs in the
insurance industry based in Forest Hills, New York; Bridger Systems, Inc., which
assists customers with their compliance of OFAC, USA PATRIOT Act and other
requirements based in Bozeman, Montana and insuranceDecisions, Inc., a provider
of full service claims administration applications to the insurance industry
based in Ridgefield, Connecticut. These acquisitions extend ChoicePoint's
current product and service offerings in Insurance Services, Marketing Services
and B&G.
2003 acquisitions had an aggregate purchase price of $94.6 million which was
paid in cash, $77.4 million was allocated to goodwill, substantially all of
which is expected to be fully deductible for tax purposes, and $20.0 million to
other acquisition intangible assets as follows based on preliminary allocations:
Weighted
Average
Amortization
(In thousands) Amount Period
- -----------------------------------------------------------------------------
Customer relationships $ 16,380 4 to 7 years
Purchased data files 1,529 5 to 9 years
Software 1,018 5 years
Patents 688 11 years
Trademark/tradename 200 indefinite life asset
Noncompete agreements 190 4 to 5 years
- -----------------------------------------------------------------------------
$ 20,005
=============================================================================
On December 2, 2002, ChoicePoint acquired 100 percent of the outstanding common
stock of Vital Chek Network, Inc. and Vital Chek Network of Canada, Inc.
(collectively, "VitalChek"). The results of VitalChek's operations have been
included in the consolidated financial statements since that date. VitalChek has
been assigned to the B&G segment. VitalChek is a provider of proprietary
technology and data management services that facilitate the remote ordering of
certified birth, death, marriage, and divorce certificates, and is based in
Nashville, Tennessee. As a result of the acquisition, ChoicePoint extended its
current product and services offerings that help verify a person's identity to
include the birth certificates that often begin the process.
The purchase price was $120.0 million in an initial cash payment with an
additional earnout ending June 30, 2006 if VitalChek exceeds certain financial
targets. As of December 31, 2003, no additional earnouts had been paid. The
following table summarizes the fair values of assets acquired and liabilities
assumed (in thousands):
Current assets $ 4,231
Property, plant and equipment, net 1,176
Goodwill 105,184
Other acquisition intangible assets 12,300
Other assets 765
- ----------------------------------------------------------
Total assets acquired 123,656
- ----------------------------------------------------------
Current liabilities 3,045
Other long-term liabilities 611
- ----------------------------------------------------------
Total liabilities assumed 3,656
- ----------------------------------------------------------
Net assets acquired $ 120,000
==========================================================
The goodwill listed above is fully deductible for tax purposes. Of the $12.3
million of acquired intangible assets, $8.7 million was assigned to non-compete
agreements which will have a useful life of seven years, $1.6 million was
assigned to software which will have a useful life of three years and $2.0
million was assigned to trademarks/tradenames that will have an indefinite life.
The Company's unaudited pro forma combined historical results as of December 31,
as if VitalChek had been acquired at the beginning of 2002 and 2001,
respectively, are estimated to be:
(In thousands, except per
share information) 2002 2001
- ------------------------------------------------------------------------------
Revenue $ 751,196 $ 658,044
Income from continuing operations 107,049 40,364
Income before cumulative effect
of change in accounting principle 113,620 44,996
Net income 89,204 44,996
EPS, basic $ 1.06 $ 0.55
EPS, diluted $ 1.00 $ 0.52
Also in 2002, the Company acquired the insurance market on-line consumer credit
reporting, marketing and pre-screen list extract services of Experian
Information Solutions, Inc., based in Chicago, Illinois; Total eData
Corporation, an e-mail database company based in Little Rock, Arkansas; Resident
Data, Inc., a residential screening services provider to apartment management
companies based in Richardson, Texas; and two police reports providers to the
P&C insurance industry, L&S Report Service, Inc., based in Phoenix, Arizona, and
Accident Report Services, Inc., based in Oklahoma City, Oklahoma.
32
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
ChoicePoint 2003 Annual Report
Excluding VitalChek, 2002 acquisitions had an aggregate purchase price of $72.6
million which was paid in cash, $59.8 million was allocated to goodwill, of
which $30.9 million is expected to be fully deductible for tax purposes, and
$9.9 million to other acquisition intangible assets as follows based on
preliminary allocations:
Weighted
Average
Amortization
(In thousands) Amount Period
- -------------------------------------------------------------------------------------
Internally developed software $ 1,500 3 years
Trademark/tradename 1,300 indefinite life asset
Customer relationships 7,081 5 years
- -------------------------------------------------------------------------------------
$ 9,881
=====================================================================================
In 2001, the Company acquired Marketing Information & Technology, Inc., a
provider of large-scale 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 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 was amortized on a
straight-line basis over 25 to 30 years through December 31, 2001 and other
intangible assets are amortized over three to five years. Goodwill from
acquisitions after June 2001 of $85.7 million was not amortized in accordance
with SFAS No. 142.
The allocation of purchase price to the assets and liabilities of certain
acquisitions is preliminary and subject to change based on the resolutions of
pre-acquisition contingencies. The remaining accrual of $2.9 million as of
December 31, 2003 for transaction costs related to the above acquisitions, will
primarily be used for future payments under 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 pro forma effect of 2003, 2002 and 2001 purchased acquisitions, other than
VitalChek, is not material individually or in the aggregate to the consolidated
financial statements.
DIVESTITURES - In February 2003, the Company sold its CP Commercial Specialists
("CPCS") business to New Mountain Capital, L.L.C. for $87.0 million in cash. The
sale of CPCS was the culmination of ChoicePoint's efforts to exit the highly
manual, labor-intensive businesses that characterized the Company in its early
days and focus on data and technology intensive solutions. CPCS is reported as a
discontinued operation for all periods presented in the accompanying
consolidated financial statements, and the operating results of CPCS through
February 28, 2003, the date of sale, are reflected separately from the results
of continuing operations. The gain on sale of CPCS is approximately $32.9
million net of taxes and includes transaction expenses of $9.4 million, which
includes investment banker fees and severance and retention benefits. Summarized
operating results and gain on sale for the two months ended February 28, 2003
and the years ended December 31, 2002 and December 31, 2001 are as follows:
TWO MONTHS Year Year
ENDED Ended Ended
FEBRUARY 28, December 31, December 31,
(In thousands) 2003 2002 2001
- -------------------------------------------------------------------------------------
Total revenue $ 11,234 $ 62,239 $ 53,319
=====================================================================================
Income from
operations before
income taxes $ 1,609 $ 10,710 $ 8,194
Provision for
income taxes 618 4,139 3,562
- -------------------------------------------------------------------------------------
Income from
discontinued
operations, net of tax $ 991 $ 6,571 $ 4,632
=====================================================================================
Gain on sale of
discontinued
operations $ 61,201 $ - $ -
Provision for
income taxes 28,308 - -
- -------------------------------------------------------------------------------------
Gain on sale
of discontinued
operations, net of tax $ 32,893 $ - $ -
=====================================================================================
33
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
ChoicePoint 2003 Annual Report
In August 2001, the Company sold its laboratory services business for
approximately $49.0 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 this line of business.
5 DEBT AND OTHER FINANCING
Long-term debt at December 31, 2003 and 2002 was as follows:
(In thousands)
December 31, 2003 2002
- -----------------------------------------------------------
Credit Facility $ - $ 95,000
Receivables Facility 50,000 85,000
Other long-term debt 1,970 2,100
Capital leases 59 346
- -----------------------------------------------------------
52,029 182,446
Less current maturities (50,194) (85,387)
- -----------------------------------------------------------
$ 1,835 $ 97,059
===========================================================
On May 10, 2002, ChoicePoint entered into a $325 million unsecured revolving
credit facility (the "Credit Facility") with a group of banks that extends
through a termination date of May 2005 and bears interest at variable rates
based on LIBOR plus an applicable margin. The applicable margins range from
..475% to 1.2% per annum based on ChoicePoint's leverage ratio. The average
interest rate based on the terms of the Credit Facility at December 31, 2003 was
1.6% and 2.0% at December 31, 2002. Prior to May 10, 2002, the Company had a
$250 million unsecured revolving credit facility (the "Former Credit Facility")
with a group of banks.
The Credit Facility contains covenants customary for facilities of this type.
Such covenants include limitations, in certain circumstances, on the ability of
the Company and its subsidiaries to (i) effect a change of control of the
Company, (ii) incur certain types of liens, and (iii) transfer or sell assets.
The Credit Facility also requires compliance with financial covenants, including
(i) maximum leverage and (ii) minimum fixed charge coverage.
In 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, 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, may be extended in one-year terms and has been extended
through June 2004. Due to certain contractual removal-of-accounts provisions,
the Receivables Facility has been recorded as an on-balance sheet financing
transaction in accordance with SFAS No. 140, "Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities." The Company
believes the Receivables Facility provides a low cost of financing and is an
additional source of debt capital with diversification from other alternatives.
Net proceeds from the Receivables Facility were $50.0 million at December 31,
2003 and $85.0 million at December 31, 2002. The average interest rate based on
the terms of the Receivables Facility at December 31, 2003 was approximately
1.5%.
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. In 2001, the Company entered into another synthetic
lease agreement for up to $48 million to finance the construction of its new
data center facility. Both leases expire in 2007, at which time the Company has
the following options for each lease: 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 properties, ChoicePoint must guarantee the
lessor 80% to 85% of the original cost.
The Company has accounted for the synthetic leases as operating leases and has
recorded rent expense. If the Company had elected to purchase the properties
instead of entering into the synthetic leases, total assets and debt would have
increased by $67.3 million at December 31, 2003 and $54.3 million at December
31, 2002 and the Company would have recorded additional depreciation expense for
the year ended December 31 of approximately $1.7 million in 2003 ($1.0 million
after tax) and $800,000 in both 2002 and 2001.
34
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
ChoicePoint 2003 Annual Report
At December 31, 2003, ChoicePoint had four interest rate swap agreements (the
"Swap Agreements") outstanding that reduce the impact of changes in the
benchmark interest rate (LIBOR) on its LIBOR-based payments on the synthetic
leases. One interest rate swap agreement has a notional amount of $25 million
and matures in August 2007. The other three interest rate swap agreements have a
total notional amount of $42 million, became effective May 2003 and mature in
August 2007. These Swap Agreements involve the receipt of a variable rate and
payment by ChoicePoint of fixed rates between 4.6% and 6.5%. ChoicePoint has
designated all of these swaps as cash flow hedges of the variability in expected
future interest payments on $67 million of borrowings. The Company had a fifth
interest rate swap agreement to reduce the impact of changes in the benchmark
interest rate (LIBOR) on $125 million of borrowings. This swap agreement was
also designated as a cash flow hedge and expired in August 2002. The Company is
exposed to credit loss in the event of nonperformance by the other parties to
the Swap Agreements. However, the Company does not anticipate nonperformance by
the counterparties.
Scheduled maturities of long-term debt subsequent to December 31, 2003 are as
follows: $50.2 million in 2004, $150,000 in 2005, $155,000 in 2006, $160,000 in
2007, $170,000 in 2008 and $1.2 million thereafter.
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, 2003 2002 2001
- --------------------------------------------------------------------------
Current:
Federal $ 78,029 $ 55,306 $ 51,304
State 9,792 5,791 3,827
Foreign - - 256
- --------------------------------------------------------------------------
87,821 61,097 55,387
- --------------------------------------------------------------------------
Deferred:
Federal 8,008 (4,744) 1,979
State 488 164 1,313
Foreign - - 8
- --------------------------------------------------------------------------
8,496 (4,580) 3,300
- --------------------------------------------------------------------------
Total $ 96,317 $ 56,517 $ 58,687
==========================================================================
The provision for income taxes is based upon income before income taxes, as
follows:
(In thousands)
Year Ended December 31, 2003 2002 2001
- ---------------------------------------------------------------------------
United States $ 238,309 $ 146,344 $ 108,429
Foreign - - 592
- ---------------------------------------------------------------------------
$ 238,309 $ 146,344 $ 109,021
===========================================================================
The provision for income taxes is reconciled with the federal statutory rate,
as follows:
Year Ended December 31, 2003 2002 2001
- -----------------------------------------------------------------------------------
Federal statutory rate 35.0% 35.0% 35.0%
State and local taxes,
net of federal tax benefit 2.3 2.4 2.3
Tax effect resulting
from foreign activities - - 0.1
Goodwill amortization - - 1.5
Other operating charges - - 14.1
Other 1.1 1.0 1.7
- -----------------------------------------------------------------------------------
Effective rate for continuing
operations 38.4 38.4 54.7
- -----------------------------------------------------------------------------------
Effective rate impact from
discontinued operations 2.0 - (0.9)
- -----------------------------------------------------------------------------------
Effective rate impact for
cumulative change in
accounting principle - 0.2 -
- -----------------------------------------------------------------------------------
Overall effective rate 40.4% 38.6% 53.8%
===================================================================================
Components of the Company's deferred income tax assets and liabilities at
December 31, 2003 and 2002 are as follows:
(In thousands)
December 31, 2003 2002
- -----------------------------------------------------------------------------------
Deferred income tax assets:
Postretirement benefits $ 13,109 $ 15,682
Reserves and accrued expenses 9,281 7,515
Employee compensation programs 10,149 7,179
Goodwill 2,896 14,700
Other 24,015 6,773
- -----------------------------------------------------------------------------------
59,450 51,849
- -----------------------------------------------------------------------------------
Deferred income tax liabilities:
Purchased software, data files,
technology, and other assets (27,400) (14,000)
Depreciation (5,130) (3,576)
Deferred expenses (11,659) (9,820)
Other (5,230) (5,224)
- -----------------------------------------------------------------------------------
(49,419) (32,620)
- -----------------------------------------------------------------------------------
Net deferred income tax assets $ 10,031 $ 19,229
===================================================================================
35
NOTES TO CONSOLIDATED FINANCIAL INFORMATION CONTINUED
Choicepoint 2003 Annual Report
7 SHAREHOLDERS' EQUITY
STOCK SPLIT - On June 6, 2002, ChoicePoint effected a four-for-three stock
split in the form of a stock dividend for shareholders of record as of May 16,
2002. 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.
Share and per share data for all periods presented have been adjusted to
reflect the splits.
Effective October 3, 2002, shareholders of the Company approved an amendment to
the Articles of Incorporation to increase the authorized common stock of the
Company from 100 million to 400 million shares.
STOCK OPTIONS - On April 29, 2003, the shareholders of the Company approved the
ChoicePoint Inc. 2003 Omnibus Incentive Plan ("2003 Plan"). The 2003 Plan
provides for 3,500,000 shares of common stock that may be issued or equivalents
paid with respect to awards made under the plan. The ChoicePoint Inc. 1997
Omnibus Stock Incentive Plan (the "Omnibus Plan") authorizes grants of stock
options, stock appreciation rights, restricted stock, deferred shares,
performance shares, and performance units for an aggregate of 20 million shares
of ChoicePoint common stock. The Omnibus Plan requires options be granted at
the fair market value of the underlying stock at the date of grant, except the
options granted as replacement options under the prior Equifax equity-based
plans, with a maximum term of ten years. In 2003, options for 1.6 million
shares were granted at fair market value of the underlying stock under these
two plans with a weighted average option price of $33.56.
A summary of changes in all outstanding options and the related weighted
average exercise price per share is as follows (shares in thousands):
2003 2002 2001
------------------------- ------------------------- -------------------------
December 31, Shares Avg. Price Shares Avg. Price Shares Avg. Price
----------- ---------- ----------- ---------- ----------- ----------
Balance, beginning of year 12,260 $21.44 11,840 $15.31 11,986 $12.56
Granted 1,571 33.56 2,946 40.04 2,554 26.39
Canceled/forfeited (547) 32.24 (327) 32.49 (580) 19.64
Exercised (1,163) 14.71 (2,199) 11.67 (2,120) 11.89
------ ------ ------ ------ ------ ------
Balance, end of year 12,121 $23.17 12,260 $21.44 11,840 $15.31
------ ------ ------ ------ ------ ------
Exercisable at end of year 7,128 $14.97 7,285 $13.82 6,699 $11.20
====== ====== ====== ====== ====== ======
The following table summarizes information about stock options outstanding at
December 31, 2003 (shares in thousands):
Options Outstanding Options Exercisable
---------------------------------------------- -----------------------
Weighted Average Weighted
Remaining Weighted Average
Contractual Life Average Exercise
Range of Exercise Prices Shares in Years Exercise Price Shares Price
- ------------------------ ------ ----------------- -------------- ------ --------
$ 0.001 - $13.340 3,122 3.2 $ 8.46 3,122 $ 8.46
$13.341 - $17.788 1,571 4.8 14.01 1,571 14.01
$17.789 - $22.235 1,257 5.6 19.13 1,131 19.14
$22.236 - $26.682 1,739 6.9 25.98 847 25.96
$26.683 - $35.576 1,889 8.5 32.49 303 28.75
$35.577 - $40.630 1,614 8.0 38.71 152 38.68
$40.631 - $50.000 929 8.3 42.40 2 42.80
On a periodic basis, certain key officers, employees and directors of
ChoicePoint are granted restricted stock under the Omnibus Plan and 2003 Plan.
As of December 31, 2003, 154,000 restricted shares were outstanding. The
compensation cost charged against income for restricted stock was $5.4 million
in 2003, $5.9 million in 2002, and $5.9 million in 2001.
The Company applies APB 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. See Note 3 for the
pro forma effect 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.
36
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
ChoicePoint 2003 Annual Report
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 $18.4
million. 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 $17.3 million have been used to purchase
1.1 million shares of ChoicePoint common stock, which are reflected as treasury
stock, at cost, in the December 31, 2003 balance sheet. Cash remaining in the
grantor trusts of approximately $1.1 million at December 31, 2003 and $3.1
million at December 31, 2002 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
accordance with the terms of the awards, ChoicePoint redeemed 2,800 shares of
common stock in 2003 and 24,000 shares in 2002 at market price in consideration
of the minimum tax obligations for restricted stock vestings at a total cost of
$99,000 in 2003 and $814,000 in 2002.
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 25% 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 was 61% for 2003, 64% for 2002 and 55% in 2001. 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 which 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 plan was $3.3 million in 2003, $4.8
million in 2002 and $4.8 million in 2001.
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. 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 $1.5 million in 2003, and $1.7 million in both 2002
and 2001.
DEFERRED COMPENSATION PLAN - ChoicePoint offers deferred compensation plans to
directors and certain officers of the Company. Under these plans, 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 corresponding deferred compensation liability is 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, 2003 and
2002, related to these plans, the Company has recorded a liability of $17.7
million and $17.3 million, respectively.
37
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
ChoicePoint 2003 Annual Report
POSTRETIREMENT BENEFITS - As a result of the Spinoff, the Company agreed to
provide certain retiree health care and life insurance benefits for a defined
group of eligible employees. No additional members have been added to this
group since the Spinoff. Health care and life insurance benefits are provided
through a trust. The Company accrues the cost of providing postretirement
benefits for medical and life insurance coverage over the active service period
of each employee, net of the estimated amount of participant contributions.
These postretirement benefit plans are unfunded. The accounting for the health
care plans anticipates future cost-sharing changes to the written plans that
are consistent with the Company's expressed intent to increase retiree
contributions equal to a percentage of health care cost increases. ChoicePoint
uses December 31 as the measurement date for these plans.
The following table presents a reconciliation of the changes in the plan's
benefit obligations and fair value of assets at December 31, 2003 and 2002:
(In thousands)
December 31, 2003 2002
-------- --------
Change in benefit obligation:
Obligation at beginning of year $ 33,176 $ 32,737
Service cost 51 158
Interest cost 2,108 2,338
Actuarial loss 10,685 4,187
Benefit payments, net of
participant contributions (5,673) (6,244)
-------- --------
Obligation at end of year 40,347 33,176
-------- --------
Change in plan assets:
Fair value of plan assets at beginning of year -- --
Employer contributions 5,673 6,244
Benefit payments (5,673) (6,244)
-------- --------
Fair value of plan assets at end of year -- --
-------- --------
Funded status:
Funded status at end of year and
net amount recognized (40,347) (33,176)
Unrecognized prior service cost (1,117) (2,719)
Unrecognized loss (gain) 5,649 (5,107)
-------- --------
Net amount recognized (35,815) (41,002)
Less current portion (5,000) (3,600)
-------- --------
Accrued benefit cost $(30,815) $(37,402)
======== ========
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, 2003 2002 2001
------- ------- -------
Service cost $ 51 $ 158 $ 394
Interest cost on accumulated
benefit obligation 2,108 2,338 2,831
Amortization of prior service cost (583) (1,066) (1,847)
Amortization of losses (71) (1,047) (371)
Curtailment gain (1,020) -- (712)
------- ------- -------
Net periodic postretirement
benefit expense $ 485 $ 383 $ 295
======= ======= =======
In 2003 and 2001, the Company recognized curtailment gains due to the sales of
CPCS and 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, 2003 2002 2001
----- ----- ----
Discount rate used to determine
accumulated postretirement
benefit obligation
at December 31 5.75% 6.75% 7.50%
Initial health care cost trend rate 12.33% 13.38% 9.27%
Ultimate health care cost trend rate 5.50% 5.50% 5.00%
Year ultimate health care cost
trend rate reached 2012 2012 2007
Assumed health care trend rates have a significant effect on the amounts
reported for health care plans. If the health care cost trend rate were changed
by 1% for all future years, the accumulated postretirement benefit obligation
("APBO") as of December 31, 2003 would have been impacted as follows:
1-Percentage 1-Percentage
(In thousands) Point Increase Point Decrease
-------------- --------------
Effect on total APBO $975 $(854)
Effect on total service
cost plus interest cost 69 (61)
38
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
ChoicePoint 2003 Annual Report
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.
In connection with the VitalChek acquisition, as of December 31, 2002 the
Company had a defined benefit pension plan which covered substantially all of
the permanent employees of VitalChek and was terminated by the Company
effective January 31, 2003.
9 COMMITMENTS AND CONTINGENCIES
LEASES - The Company's operating leases involve principally office space and
office equipment. Rental expense relating to these leases was $17.3 million in
2003, $19.2 million in 2002, and $19.4 million in 2001. Included in the
operating leases are two synthetic lease agreements (Note 5). The Company has
accounted for these synthetic leases as operating leases and has recorded rent
expense. If the Company had elected to purchase the property instead of
entering into the synthetic leases, assets and debt would have increased by
$67.3 million at December 31, 2003 and the Company would have recorded
additional depreciation expense of $1.7 million in 2003.
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 leases, are as follows as of December 31, 2003:
(In thousands)
Year Amount
- ------------ --------
2004 $15,870
2005 13,468
2006 10,110
2007 5,909
2008 2,435
Thereafter 10,437
-------
$58,229
=======
CHANGE IN CONTROL PROVISIONS IN EMPLOYMENT AGREEMENTS - The Company has entered
into employment agreements with certain officers to provide severance pay and
benefits in the event of a "change in control" of ChoicePoint. At December 31,
2003, the maximum contingent liability under the agreements or plans was
approximately $63.3 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 class action lawsuit against the Company was filed in the United
States District Court for the Middle District of Florida on May 30, 2003 (last
styled Russell V. Rosen and Rabbi Joel Levine et al. v. ChoicePoint Inc.)
alleging violations of the federal Driver's Privacy Protection Act ("DPPA").
The plaintiffs recently dismissed this case against all defendants. Three
ChoicePoint entities have been added as defendants in a similar complaint filed
in the United States District Court for the Southern District of Florida
(styled Fresco, et al. v. Automotive Directions Inc., et al.). Additionally,
Russell V. Rosen and Rabbi Joel Levine have been added as plaintiffs in this
case. The complaints allege that the Company has obtained, disclosed and used
information obtained from the Florida Department of Highway Safety and Motor
Vehicles ("Florida DHSMV") in violation of the DPPA. The plaintiffs seek to
represent classes of individuals whose personal information from Florida DHSMV
records has been obtained, disclosed and used for marketing purposes or other
allegedly impermissible uses by ChoicePoint without the express written consent
of the individual. A number of the Company's competitors have also been sued in
the same or similar litigation in Florida.
In addition, on July 10, 2003, a plaintiff filed a class action lawsuit against
the Company in the United States District Court for the Eastern District of
Louisiana (styled Betty D. Russell v. ChoicePoint Services, Inc.) that alleges
substantially similar violations of the DPPA. The plaintiff sought to represent
a national class of all individuals whose information the Company has obtained
from motor vehicle records and a subclass of all individuals domiciled in
Louisiana whose information the Company has obtained from motor vehicle records
in Louisiana. ChoicePoint filed a Motion to Dismiss. The Court granted such
motion in part and denied in part.
Each of these complaints seeks certification as a class action, compensatory
damages, attorney's fees and costs, and injunctive and other relief. The
Company intends to defend against these actions vigorously. While the ultimate
resolution of these cases cannot presently be determined, an unfavorable
outcome in any of these cases could have a material adverse effect on the
Company's financial condition or results of operations.
39
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
ChoicePoint 2003 Annual Report
ChoicePoint also is involved in other litigation from time to time in the
ordinary course of its business. The Company provides for estimated legal fees
and settlements relating to pending lawsuits when they are probable and
reasonably estimable. The Company does not believe that the outcome of any such
pending or threatened litigation in the ordinary course of business will have a
material adverse effect on the financial position or results of operations of
ChoicePoint. However, as is inherent in legal proceedings where issues may be
decided by finders of fact, there is a risk that unpredictable decisions
adverse to the Company could be reached.
10 OTHER OPERATING CHARGES
The Company recorded other operating charges of $30.9 million in 2003, $7.3
million in 2002 and $17.9 million in 2001. The categories of costs incurred and
the accrued balances at December 31, 2003 are summarized below:
Remaining Accrual at 2003 2002 2001
(In thousands) December 31, 2003 Expense Expense Expense
--------------------- ------- ------- -------
Asset impairments $ -- $21,350 $ 2,985 $12,693
Personnel-related merger costs -- -- -- 1,832
Other merger integration costs -- -- -- 2,433
Write down of minority investments -- -- 2,370 --
Nonmerger severance 1,562 4,354 567 838
Other one-time charges 3,964 5,238 1,420 69
------- ------- ------- -------
$ 5,526 $30,942 $ 7,342 $17,865
======= ======= ======= =======
During the year ended December 31, 2003, the Company recorded other operating
charges of $30.9 million ($19.1 million net of taxes) as a result of the
realignment of our technology infrastructure and operations following the
divestiture of our CPCS business, the transition to our new data center, the
further consolidation of some of our public records and workplace solutions
operations, and the re-engineering of certain of our direct marketing
businesses. This charge included asset impairments of $21.4 million primarily
related to closed facilities or abandoned technology in the realignment and
re-engineering, $4.4 million in severance and termination benefits, and $5.2
million of abandoned lease (net of estimated sublease income where applicable)
and other contractual commitments that are expected to be satisfied at various
dates through August 2008. During the second quarter of 2002, the Company
recorded an unusual item charge of $7.3 million. This charge included a
write-down of minority investments in start-up companies of $2.4 million, asset
impairments of technology initiatives of $3.0 million, $0.6 million in
severance and termination benefits, and $1.4 million of expenses primarily
related to the closure of two facilities and remaining obligations. 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
finalized in the first quarter of 2001.
40
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
ChoicePoint 2003 Annual Report
11 SEGMENT DISCLOSURES
During 2002, ChoicePoint reorganized its product lines into three reportable
segments: Insurance Services ("Insurance"), Business & Government Services
("B&G") and Marketing Services ("Marketing") because of a change in managerial
and operational reporting responsibilities and due to recent acquisitions
within the Marketing Services business unit. Historical information in the
following tables has been reclassified to conform to the current presentation.
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, 2003 December 31, 2002 December 31, 2001
---------------------- ---------------------- ------------------------------------
Unaudited
Pro forma
OPERATING Operating Operating Operating
(In thousands) REVENUE INCOME Revenue Income Revenue Income Income(b)
--------- --------- --------- --------- --------- --------- ---------
Insurance $ 309,124 $ 172,518 $ 270,282 $ 144,639 $ 227,727 $ 119,407 $ 120,507
B&G 339,483 71,080 308,761 69,424 267,409 45,089 56,203
Marketing revenue from products
and services 96,642 21,849 105,833 32,866 76,461 22,185 26,391
Reimbursable expenses 45,395 -- 38,520 -- 38,028 -- --
--------- --------- --------- --------- --------- --------- ---------
Marketing 142,037 21,849 144,353 32,866 114,489 22,185 26,391
--------- --------- --------- --------- --------- --------- ---------
Royalty (Note 3) 5,102 2,068 5,855 3,326 6,808 4,400 4,400
Divested and discontinued -- -- 72 (206) 24,243 (1,771) (968)
Corporate and shared(a) -- (58,013) -- (60,185) -- (49,278) (49,278)
Other operating charges (Note 10) -- (30,942) -- (7,342) -- (17,865) (17,865)
Loss on sale of business -- -- -- -- -- (10,853) (10,853)
--------- --------- --------- --------- --------- --------- ---------
Total $ 795,746 $ 178,560 $ 729,323 $ 182,522 $ 640,676 $ 111,314 $ 128,537
========= ========= ========= ========= ========= ========= =========
(In thousands) Unallocated Continuing
December 31, Insurance B&G Marketing Royalty & Other(c) Operations CPCS Total
--------- -------- -------- ------ ----------- ---------- ---- ----------
2003
ASSETS $174,909 $574,439 $216,371 $4,317 $51,248 $1,021,284 $ -- $1,021,284
DEPRECIATION &
AMORTIZATION 9,583 28,081 8,049 1,697 5,710 53,120 159 53,279
-------- -------- -------- ------ ------- ---------- ------ ----------
2002
Assets 158,773 519,129 217,203 5,709 56,494 957,308 21,702 979,010
Depreciation &
amortization 8,675 21,634 8,682 1,697 4,162 44,850 909 45,759
-------- -------- -------- ------ ------- ---------- ------ ----------
2001
Assets(d) 135,439 393,186 190,621 5,902 86,010 811,158 21,234 832,392
Depreciation &
amortization 8,521 30,798 10,189 1,700 6,892 58,100 1,412 59,512
-------- -------- -------- ------ ------- ---------- ------ ----------
(a) Corporate and shared expenses represent costs of support functions,
research and development initiatives, incentives, and profit sharing
that benefit all segments.
(b) Unaudited pro forma operating income represents operating results as
if the discontinuation of goodwill amortization was effective January
1, 2001.
(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.
41
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
ChoicePoint 2003 Annual Report
12 RELATED PARTY TRANSACTIONS
During 2003, one director of ChoicePoint served as Director Emeritus of The
Home Depot, Inc. and two directors of ChoicePoint served as directors of The
Home Depot, Inc. During 2003, the Company performed services for The Home
Depot, Inc. through the Business & Government Services segment totaling
approximately $15.6 million ($11.7 million net of pass-through expenses). These
services were the result of arm's length negotiations in the ordinary course of
business.
One director of the Company is a director of FleetBoston Financial Corporation.
In 2002, ChoicePoint entered into the Credit Facility with a total commitment
of $325 million, in which Fleet National Bank, a subsidiary of FleetBoston
Financial Corporation, participates in the amount of $25 million. As of
December 31, 2003, there are no borrowings outstanding under the Credit
Facility. Total interest paid to Fleet National Bank in 2003 related to this
transaction for borrowings outstanding during a synthetic lease with a total
commitment of up to $48 million, in which Fleet National Bank participates in
the amount of $13.8 million. As of December 31, 2003, $42.3 million was
outstanding under the synthetic lease, of which ChoicePoint is liable to Fleet
National Bank for $12.2 million. Interest paid to Fleet National Bank in 2003
related to this transaction was approximately $268,000. In addition, during
2003, the Company provided public record information services for FleetBoston
Financial Corporation totaling approximately $30,000. The Credit Facility,
synthetic lease and services performed were the results of arm's length
negotiations conducted in the ordinary course of business.
One director of ChoicePoint served as a director of Allmerica Financial
Corporation until July 1, 2003. During 2003, the Company provided database
claims information and credentialing services for Allmerica Financial
Corporation totaling approximately $3.9 million. These services were the result
of arm's length negotiations in the ordinary course of business.
42
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
ChoicePoint 2003 Annual Report
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, 2003 and 2002:
(IN THOUSANDS, EXCEPT PER SHARE DATA) FIRST SECOND THIRD FOURTH
YEAR ENDED DECEMBER 31, 2003 QUARTER QUARTER QUARTER QUARTER TOTAL
---------- ---------- ---------- ---------- ----------
Revenue from products and services $ 184,005 $ 188,779 $ 189,116 $ 188,451 $ 750,351
Reimbursable expenses 10,944 10,470 12,402 11,579 45,395
---------- ---------- ---------- ---------- ----------
Total revenue 194,949 199,249 201,518 200,030 795,746
Operating income(a) 51,803 34,663 47,774 44,320 178,560
Income from continuing operations 31,291 20,853 29,055 26,909 108,108
Net income 65,175 20,853 29,055 26,909 141,992
EPS from continuing operations, basic 0.37 0.24 0.34 0.31 1.26
EPS from continuing operations, diluted 0.35 0.23 0.32 0.30 1.21
Year Ended December 31, 2002
Revenue from products and services $ 158,642 $ 172,236 $ 178,832 $ 181,093 $ 690,803
Reimbursable expenses 10,019 9,923 10,098 8,480 38,520
---------- ---------- ---------- ---------- ----------
Total revenue 168,661 182,159 188,930 189,573 729,323
Operating income(a) 44,222 38,733 49,990 49,577 182,522
Income from continuing operations 25,839 22,406 29,558 29,869 107,672
Income before cumulative effect of change in
accounting principle 27,414 24,113 31,262 31,454 114,243
Net income 2,998 24,113 31,262 31,454 89,827
EPS from continuing operations, basic 0.31 0.27 0.35 0.35 1.28
EPS from continuing operations, diluted 0.29 0.25 0.33 0.34 1.21
The unaudited quarterly financial information reflects all adjustments that are,
in the opinion of management, necessary for a fair presentation of the results
for the interim periods presented.
(a) Operating income decreased in the second, third and fourth quarters of
2003 and the second quarter of 2002 due to $19.8 million, $4.0 million,
$7.1 million and $7.3 million of other operating charges, respectively
(Note 10). The net effect of these items on net income was $12.2
million or $0.14 per share in the second quarter of 2003, $2.5 million
or $0.03 per share in the third quarter of 2003, $4.4 million or $0.05
per share in the fourth quarter of 2003 and $4.5 million or $0.05 per
share in the second quarter of 2002.
43
Shareholder Information and Elected Officers
ChoicePoint Annual Report
ELECTED OFFICERS
DEREK V. SMITH STEVEN W. SURBAUGH DAVID W. DAVIS
Chairman and Chief Executive Officer Chief Financial Officer Corporate Secretary and
Joined Company 1997* Joined Company 2002 Vice President of Government Affairs
Joined Company 2003
DOUG C. CURLING J. MICHAEL DE JANES
President and Chief Operating Officer General Counsel DAVID E. TRINE
Joined Company 1997* Joined Company 1997* Treasurer and Corporate Controller
Joined Company 1997*
DAVID T. LEE
Executive Vice President
Joined Company 1997*
* Also member of the ChoicePoint senior management team prior to the
Spinoff in 1997.
ANNUAL MEETING
The Annual Meeting of Shareholders will be held on April 29, 2004 at
ChoicePoint's headquarters, 1000 Alderman Drive, Alpharetta, GA 30005.
Shareholders are encouraged to attend the meeting, which will begin at 10:00
a.m. local time. Alpharetta is a suburb of Atlanta.
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.com).
As of February 29, 2004, there were 88.0 million common shares outstanding and
ChoicePoint common stock was held by 3,808 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, a three-for-two split
effective March 7, 2001 and a four-for-three split effective June 6, 2002 - of
$8.94. Shown below, on that adjusted basis, are high and low sale prices for
each quarter of 2002 and 2003.
High Low
-------- --------
Q1 2002 $ 44.21 $ 35.55
Q2 2002 48.15 40.50
Q3 2002 47.56 32.00
Q4 2002 40.30 29.75
Q1 2003 $ 42.04 $ 28.30
Q2 2003 38.51 32.00
Q3 2003 39.75 31.90
Q4 2003 38.97 33.39
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.com.
DIVIDEND POLICY
ChoicePoint has not paid any dividends since it became a public company, and it
does not anticipate paying any in the near future.
INVESTOR INFORMATION
The Investor Relations section of ChoicePoint's corporate Web site
(www.choicepoint.com) 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 for the year
ended December 31, 2003 (which will be provided free of charge with a copy of
the financial statements and schedules), Form 10-Q, or other materials, please
contact:
John Mongelli
Vice President, Investor Relations
1000 Alderman Drive
Alpharetta, GA 30005
Email: investors@choicepoint.com
Phone: 770-752-6171
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.com.
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, Inc.
P.O. Box 4625
Atlanta, GA 30302
800-568-3476
INDEPENDENT PUBLIC ACCOUNTANTS
Deloitte & Touche LLP
Atlanta, GA
TRADEMARKS
ChoicePoint, the ChoicePoint logo, ScreenNow, Current Carrier, VitalChek,
Actionable Intelligence and Lienguard are registered trademarks; and DEBTOR
Discovery, PolicyWatch and VolunteerSelect are service marks of ChoicePoint
Asset Company.
(c) 2004 ChoicePoint Asset Company. All rights reserved.
44
BOARD OF DIRECTORS
ChoicePoint 2003 Annual Report
Thomas M. Coughlin 1, 2+, 5
Vice Chairman
Wal-Mart Stores, Inc.
Director Since 2001
Doug C. Curling 3
President and
Chief Operating Officer
ChoicePoint Inc.
Director Since 2000
James M. Denny 2
Retired Vice Chairman
Sears, Roebuck & Co.
Director Since 1997
Dr. John J. Hamre 3+, 4, 5
President and
Chief Executive Officer
Center for Strategic and
International Studies
Director Since 2002
Bonnie G. Hill 4
President
B. Hill Enterprises LLC
Director Since 2001
Kenneth G. Langone 1, 5+
Chairman, President,
and Chief Executive Officer
Invemed Associates LLC
Director Since 2000
Bernard Marcus
Co-Founder
The Home Depot, Inc.
Director Since 2000
John B. McCoy 2
Retired Chairman
Bank One Corporation
Director Since 2003
Terrence Murray 1, 4+, 5
Retired Chairman
FleetBoston
Financial Corporation
Director Since 2002
Derek V. Smith 1+
Chairman and
Chief Executive Officer
ChoicePoint Inc.
Director Since 1997
Charles I. Story 3
President and
Chief Executive Officer
INROADS, Inc.
Director Since 1997
Board Committees
1. Executive Committee
2. Audit Committee
3. Privacy Committee
4. Management Compensation & Benefits Committee
5. Corporate Governance & Nominating Committee
+ Denotes Committee Chairperson
CORPORATE GOVERNANCE
ChoicePoint is committed to maintaining the highest standards of corporate
governance and continues to seek ways to strengthen the Board of Directors'
responsibility to its shareholders, employees, customers, and to the
communities where it operates.
As a leader and advocate for the responsible use of information, we
believe it is an inherent part of our corporate mandate to strive for the
highest standards in the areas of corporate governance, shareholder
responsibility and professional, ethical conduct. The Company is in full
compliance with all corporate governance measures required by the SEC and NYSE.
During this past year, our corporate governance practices were further
strengthened by the approval of a limitation on the number of committees that
directors may chair. This action limits directors to one chair position and as
a result, the Board of Directors approved changes to the committee structures.
The new committee compositions and chairs are indicated above. Additionally,
new executive compensation guidelines were approved by the Management
Compensation and Benefits Committee, which limits the number of shares that may
be granted annually to employees and specifically the top officers under the
ChoicePoint Inc. 2003 Omnibus Incentive Plan.
A copy of the ChoicePoint Inc. Code of Conduct, Code of Ethics for
senior financial officers and business unit leaders, the Corporate Governance
Guidelines and charters for the Audit Committee, Management Compensation and
Benefits Committee and Corporate Governance and Nominating Committee may be
found on the Company's Web site at www.choicepoint.com.
Designed and produced by Corporate Reports Inc./Atlanta www.corporatereport.com
45