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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED JULY 31, 1996
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COMMISSION FILE NUMBER 0-24132
ABR INFORMATION SERVICES, INC.
(Exact name of registrant as specified in its charter)
FLORIDA 59-3228107
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
34125 U.S. HIGHWAY 19 NORTH
PALM HARBOR, FLORIDA
(Address of registrant's principal executive offices)
34684-2116
(Zip Code)
(813) 785-2819
(Registrant's telephone number, including area code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
TITLE OF EACH CLASS
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Voting Common Stock $.0l Par Value
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15 (d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [x] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
As of October 18, 1996, there were outstanding 13,619,895 shares of
Common Stock. The aggregate market value of the voting stock held by
non-affiliates of the registrant based on the last sale price reported on the
Nasdaq National Market as of October 18, 1996 was $810,094,064.
DOCUMENTS INCORPORATED BY REFERENCE:
DOCUMENTS FORM 10-K REFERENCE
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1996 Annual Report to Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Part II Items 5, 6, 7 and 8
Proxy Statement dated November 8, 1996 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Part III Items 10-12
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ABR INFORMATION SERVICES, INC.
FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS
PAGE NO.
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PART I
Item 1 Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Item 2 Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Item 3 Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Item 4 Submission of Matters to a Vote of Security Holders . . . . . . . . . . . . . . . . . 10
PART II
Item 5 Market for Registrant's Common Equity and Related Stockholder Matters . . . . . . . . 10
Item 6 Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Item 7 Management's Discussion and Analysis of Financial Condition and Results of
Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Item 8 Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . 11
Item 9 Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
PART III
Item 10 Directors and Executive Officers of the Registrant . . . . . . . . . . . . . . . . . . 11
Item 11 Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Item 12 Security Ownership of Certain Beneficial Owners and Management . . . . . . . . . . . . 11
Item 13 Certain Relationships and Related Transactions . . . . . . . . . . . . . . . . . . . . 11
PART IV
Item 14 Exhibits, Financial Statement Schedules and Reports on Form 8-K . . . . . . . . . . . 12
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PART I
ITEM 1 -- BUSINESS
ABR Information Services, Inc. (the "Company") provides comprehensive
benefits administration, compliance and information services to employers
seeking to outsource their benefits administration functions. Currently, a
significant portion of the Company's revenues are derived from the Company's
COBRA compliance services. The Company believes it is the largest provider of
COBRA compliance services in the United States, serving more than 21,000
employers with a total employee population exceeding 10.0 million. The Company
serves approximately 400 of the estimated 12,000 U.S. companies employing 1,000
or more employees, including Fortune 500 companies. The Company provides COBRA
compliance services to approximately 3% of the estimated 650,000 companies that
are required to comply with COBRA.
Enacted in 1986, COBRA (the "Consolidated Omnibus Reconciliation Act")
requires virtually all employers with 20 or more employees that maintain group
health insurance plans to offer continued healthcare coverage for employees and
their dependents following "qualifying events," such as changes in employment
status. The Company assists its COBRA compliance customers in (i) complying
with complex and frequently changing regulations, (ii) reducing healthcare
costs through uniform enforcement of COBRA eligibility and other requirements,
and (iii) decreasing their exposure for federal excise taxes and other
obligations that may be imposed for noncompliance with COBRA.
The Company also provides administration services to large employers
for benefits provided to their retirees and inactive employees, including
retiree healthcare, disability, surviving dependent, family leave and severance
benefits. These services are currently utilized by 60 employers (most of which
are also COBRA compliance customers), including Fortune 500 companies.
Additionally, the Company provides administration services to large
employers for benefits provided to their active employees, including
enrollment, eligibility verification, QDRO (Qualified Domestic Relations Order)
administration, Flexible Spending Account ("FSA") administration and pension
services. These services are offered on either an "a la carte" basis or a total
outsourcing basis, allowing customers to outsource certain benefits
administration tasks that they find too costly or burdensome to perform
in-house, or to outsource the total benefits administration function. The
Company is currently providing these services to 1000 employers on an "a la
carte" basis, including Fortune 500 companies. In June of 1996, the Company
commenced providing services under a five-year contract with a Fortune 100
company with approximately 90,000 active and inactive employees and retirees,
whereby the Company provides total benefits administration services for this
customer.
TREND TOWARD OUTSOURCING
Since the late 1980s, many U.S. companies, in order to focus on core
competencies and revenue-producing activities, have sought to outsource to
specialized vendors certain functions or services that were historically
performed in-house. In addition, the trend in recent legislation and healthcare
reform proposals has been to provide employees with the ability to continue
their healthcare coverage after a change in employment status and to take
certain benefits with them to new employers, a concept known as "portability."
Based on the following factors, the Company believes that benefits
administration and compliance is often too complicated, costly and
administratively burdensome to be performed in-house:
- Extensive staff training and associated costs required to
monitor complex and frequently changing government
regulations.
- Substantial exposure to liability for noncompliance with
federal laws concerning benefits, such as COBRA.
- Employer awareness of benefit plans, including the concern for
adverse effects on employee relations and potential litigation
due to inadequate benefits administration.
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- Cost of investment in specialized data processing systems
requiring periodic maintenance, updates and reinvestment.
- Disproportionate expenditures of management time and attention
to a function that is not directly related to the generation
of revenues.
The Company believes that its market position, proprietary software
and compliance systems and experience in benefits administration should enable
the Company to capitalize on trends favoring portability and outsourcing. The
Company is strategically positioned to capitalize on the benefits
administration outsourcing trend because of its proven ability to deliver (i)
economies of location by performing administrative functions in low-cost areas,
(ii) economies of scale by spreading fixed costs over a large number of
customers, and (iii) economies of technology by utilizing its sophisticated
information systems and proprietary databases.
STRATEGY
The Company's objective is to strengthen its market position by
becoming the leading provider of benefits administration services relating to
COBRA compliance, retiree/inactive employee benefits and benefits provided to
active employees. To achieve this objective, the Company has developed a
strategy that includes the following key components:
- Increase COBRA Compliance Market Share. This market consists
of approximately 650,000 employers that are required under
federal law to comply with COBRA. The Company believes that,
based on the number of current and former employees covered by
its customers' healthcare benefit plans, it is the largest
COBRA compliance service provider in the United States. The
Company provides COBRA compliance services for more than
21,000 employers, which represents approximately 3% of the
potential market. The Company intends to increase its market
share by expanding its marketing efforts and geographic
presence, and by marketing its services directly through its
sales force and indirectly through the Company's agreements
with insurance companies and other distribution channels.
- Increase Retiree/Inactive Employee Benefits Administration
Market Share. In response to demand from customers for
services beyond COBRA compliance, the Company provides
administration services to large employers for benefits
provided to their retirees and inactive employees. The Company
is marketing this service to its current customer base as well
as to other prospects. The Company believes that this market
is significant due to the large number of retirees and
inactive employees who make periodic payments for healthcare
and other benefits coverage, and the complexity and cost of
efficiently administering such arrangements.
- Expand Active Employee Benefits Administration Services. The
Company has invested significant resources in proprietary
information systems. The Company's databases include customer
healthcare benefit plan information, such as premium rates,
healthcare provider data and other employee and plan data that
may be readily stored, sorted and manipulated to support
additional benefit services. This data can be used to provide
other services for active employees (e.g., enrollment,
eligibility verification, QDRO administration, FSA plan
administration, HMO consolidation and pension services),
thereby leveraging the Company's investment in proprietary
information systems and databases. The Company's active
employee benefits administration services are offered on
either an "a la carte" basis or a total outsourcing basis.
This flexibility allows customers to outsource certain
benefits administration tasks that they find too costly or
burdensome, or to outsource the total benefits administration
function. The Company believes that customers who outsource
certain benefits administration tasks will take advantage of
the flexibility of the "a la carte" process by outsourcing an
increasing number of tasks.
- Acquire Complementary Businesses. The Company intends to
acquire complementary businesses in order to increase its
market share, expand its services and expand its geographic
presence. These
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acquisitions will permit the Company to cross-sell additional
services to its existing customer base and gain new customers
to increase market share.
- Generate Recurring Revenue. The Company's services are
structured to generate revenue based on events which occur in
the normal course of a customer's business and in a relatively
frequent manner. Furthermore, the Company develops extensive
systems and databases that are not easily duplicated,
resulting in favorable customer retention. Due to the
frequency of events that generate revenues, the Company's high
rate of customer retention, and the monthly billing
arrangements with capitation customers, the company generates
a high level of recurring revenue.
ACQUISITIONS
The Company intends to acquire complementary businesses in order to
increase its market share, expand its services and expand its geographic
presence. These acquisitions will permit the Company to cross-sell additional
services to its existing customer base and gain new customers to increase
market share. The Company believes that opportunities exist in the benefits
administration sector which would enable the Company to acquire complementary
businesses.
Since December 1995, the Company has acquired three benefits
administration companies, one of these acquisitions was completed by a pooling
of interest (all financial information has been restated to reflect this).
These acquisitions have enabled the Company to increase the range of benefits
administration services it provides, expand its geographic presence and
decrease the Company's reliance on revenues from COBRA compliance services.
During fiscal 1995 and fiscal 1996, the Company derived approximately 83.8% and
69.9%, respectively, of its revenues from COBRA compliance services. Assuming
the New Jersey Acquisition had occurred on August 1, 1994, the Company would
have derived approximately 62.1% and 64.4%, respectively, of its revenues from
COBRA compliance services for the same periods. Assuming the New Jersey
Acquisition had occurred on August 1, 1995, the Company's revenues and net
income also would have been $34.7 million and $6.0 million, respectively, for
the year ended July 31, 1996. The recently completed acquisitions are discussed
below:
New Jersey Acquisition. On December 15, 1995, the Company acquired all
of the outstanding capital stock of Bullock Associates, Inc., which was
subsequently renamed ABR Benefits Services, Inc. ("BSI") for $12.5 million,
with an additional $2.0 million payable upon the attainment of certain revenue
requirements during 1996 and 1997. BSI is located in Princeton, New Jersey and
provides COBRA administration, retiree insurance administration, insurance
continuation billing and collection, pension benefits administration, QDRO
administration and educational benefit administration services, as well as
administration services for other employee benefits programs such as employee
discount plans, adoption programs, program rebates and emergency loans. For the
year ended December 31, 1995, BSI had revenues of $9.3 million. As part of the
New Jersey Acquisition, the Company entered into a four-year contract with
BSI's largest customer, which accounted for approximately 89.0% and 76.1% of
BSI's revenues in fiscal years 1994 and 1995, respectively. The New Jersey
Acquisition expands the Company's market share in the COBRA compliance market,
gives it a geographic presence in the northeast and expands the number of
active employee benefits administration services it provides.
California Acquisition. Effective February 1, 1996, the Company
acquired all of the outstanding capital stock of Total Cobra Services ("TCS")
for 132,712 shares of the Company's Common Stock, subject to possible
adjustment. TCS is located in Irvine, California and provides COBRA
administration and retiree billing services. For the fiscal year ended December
31, 1995, TCS had revenues of less than $2.0 million. The California
Acquisition increases the Company's market share in the COBRA compliance market
and enhances its ability to market its services to clients on the west coast of
the United States.
Virginia Acquisition. On June 28, 1996, the Company acquired, by a
pooling of interest, all of the outstanding stock of the L.P. Baier Company
("LPB") for 143,010 shares of the Company's Common Stock. LPB is located in
Fairfax, Virginia and provides primarily COBRA administration and FSA
administration. LPB had revenues of approximately $2.4 million in calendar year
1995.
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BENEFITS ADMINISTRATION SERVICES
The Company provides the following benefits administration, compliance
and information services to its customers, as described below:
COBRA Compliance Services. The Company provides comprehensive COBRA
compliance services to a diverse customer base throughout the United States.
Once the Company's customer or the qualified beneficiary notifies the Company
of a qualifying event, the Company assumes responsibility for COBRA compliance
and administration.
Under COBRA, premiums paid by continuants are generally limited to
102% of the applicable insurance premium. Eligible participants have in most
cases at least 105 days after the occurrence of a qualifying event to elect to
continue, and pay for, insurance coverage retroactively. As a result, COBRA
claims and administration costs generally exceed premiums due primarily to
adverse selection (i.e., those who are eligible for continued insurance
coverage under COBRA, and have pending claims, are more likely to select
coverage retroactively when the cost of claims exceeds the cost of healthcare
coverage, and those who have no need for healthcare coverage typically do not
elect coverage and consequently do not pay premiums).
According to an annual survey published in 1995 by Charles D. Spencer
& Associates, Inc., COBRA continuants have higher healthcare coverage claims
than active employees. Among those survey respondents that could compare COBRA
costs with the cost of active employee claims, healthcare coverage claim costs
for COBRA continuants were 149% and 155% of active employee claim costs in 1994
and 1995, respectively. The Company believes that uniform determination of
coverage eligibility and administration of COBRA claims in accordance with
applicable requirements can in most cases reduce COBRA claim costs and, as a
result, reduce healthcare costs for employers.
The COBRA compliance process begins when the Company or the employer
sends each employee and his or her dependents a notification of COBRA rights
letter when they become eligible to participate in the employer's group
healthcare plan. Thereafter, it is the employer's or the participant's
responsibility to send the Company a qualifying event notice following any
qualifying event. After processing the qualifying event, the Company
communicates with any qualified beneficiary who elects COBRA coverage
throughout the period of coverage, which typically extends for 18 to 36 months
after the qualifying event. During this period, the Company: (i) processes and
archives all election forms and correspondence; (ii) determines whether
coverage elections have been made on a timely basis; (iii) sends premium
notices to, and collects payments from, continuants; (iv) generates daily and
monthly reports for customers; and (v) maintains automated and customer
representative telephone services for continuant and customer inquiries.
As a provider of COBRA compliance and administration services, the
Company is subject to excise taxes for noncompliance with certain provisions of
COBRA. Under current federal laws, the maximum amount of such taxes that may be
imposed on the Company in any year for unintentional violations of COBRA is
$2.0 million. In addition to the excise tax liability that may be imposed on
the Company, substantial excise taxes may be imposed under COBRA on the
Company's customers. Under the Company's service agreements with its customers,
the Company assumes financial responsibility for the payment of such taxes
assessed against its customers arising out of the Company's failure to comply
with COBRA, unless such taxes are attributable to the customer's failure to
comply with COBRA or with the terms of its agreement with the Company. In
addition to liability for excise taxes for noncompliance with COBRA, the
Company accepts financial responsibility for certain liabilities incurred by
its customers that are attributable to the Company's failure to comply with
COBRA or to fulfill its obligations to its customers under its agreements.
These liabilities could, in certain cases, be substantial. Although there can
be no assurance that the Company will not incur any material liability for
noncompliance with COBRA or for its failure to comply with its agreement with
any customer, as of July 31, 1996, the Company has not incurred any such
material liability. The imposition of such liability on the Company in excess
of any available insurance coverage could have a material adverse effect on the
Company. See "--Regulatory Environment."
Retiree/Inactive Employee Benefits Administration. The Company's
experience with benefits administration and compliance services, and the
extensive databases maintained to provide these services, have enabled the
Company
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to provide for the administration of various employer-sponsored benefits that
are not mandated by law. For example, the Company provides benefits
administration services to employers who offer healthcare benefits to their
retirees. Financial accounting standards that require the accrual of certain
retiree healthcare costs have increased employer awareness in this area. As a
result, many employers have modified retiree healthcare benefit arrangements,
often requiring retirees to pay a portion of this cost. The Company provides
notification, billing, collection, record keeping and reporting services to
larger employers where a periodic benefit plan contribution is required to be
made by retirees or their dependents. The Company also administers benefits
provided for inactive employees, such as healthcare benefits.
Active Employee Benefits Administration. The Company also provides services
to large employers for benefits provided to their active employees. These
services are offered on either an "a la carte" basis or a total outsourcing
basis, thus allowing customers to outsource certain benefits administration
tasks that they find too costly or burdensome, or to outsource the total
benefits administration function. The Company is currently providing these
services to 1000 employers on an "a la carte" basis. In June of 1996, the
Company commenced providing services under a five-year contract with a Fortune
100 company with approximately 90,000 active and inactive employees and
retirees, whereby the Company provides total benefits administration services
for this customer. The menu of services the Company offers to customers with
respect to their active employees, many of which are also provided with respect
to retirees and inactive employees, includes the following:
- Enrollment Services. Provide enrollment services for
employers, such as disseminating enrollment materials,
processing responses, providing telephone assistance to
enrollees, determining eligibility for coverage and reporting.
Provide employers with assistance in enrollment
communications.
- Pension Services. Provide active and retired employees who are
vested in their company's pension plan with benefit
information, process retirement election forms and other
materials to begin the retirement payment process. Maintain
Retiree and Vestee Answer Centers which provide access to
benefit analysts who are proficient in client-specific plans
and procedures.
- QDRO Services. Develop packages to assist QDRO participants of
the process to properly and accurately divide pension plan
assets. Verify "qualification" of a domestic relations order.
Respond to telephone and written inquires regarding QDRO
benefits.
- Educational Benefits Administration Services. Administer
various educational benefit programs such as student loans,
reimbursements and scholarships. Verify eligibility and
process payments and loan forms. Monitor for compliance
against the customer's benefit plan.
- New Hire Processing Services. Process benefits administration
forms and information relating to the provision of benefits to
newly hired employees.
- FSA Administration Services. Design and support all types of
Section 125 flexible benefit formats, including plan design,
legal documents, employee education, enrollment support,
compliance testing, claims administration and the preparation
of required IRS forms.
- Other. Administer employee discount plans, adoption programs,
employee emergency loan programs, product rebate programs, HMO
consolidation, employee help desk, eligibility verification,
tuition refund, education and other loan programs, and FMLA
insurance programs.
Summary of Functions. In connection with the performance of benefits
administration services, the Company generally provides one or more of the
following functions:
- Notification. Provide timely notifications of eligibility for
coverage and healthcare benefit plan requirements to
participants, employers and insurance companies.
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- Billing and Premium Collections. Send detailed monthly premium
notice, return envelope for payment and request for ongoing
certification of eligibility to participants. Remit collected
premiums to employers on a monthly basis in accordance with
employer's instructions.
- Automated Response System. Maintain 24 hour-a-day, 365
day-a-year toll-free automated voice and facsimile response
systems for certain status information available to customers
and participants.
- Customer Service Hotline. Respond during normal business hours
to inquiries from participants or employers requiring
individual attention from trained customer service
representatives.
- Compliance Monitoring and Determination of eligibility.
Monitor government compliance guidelines regarding
availability of healthcare coverage. Determine whether
applications and premium payments comply with applicable
regulations and established eligibility criteria.
- Reporting and Auditing. Generate daily reports for employers
to monitor elections and terminations of coverage by
participants. Generate monthly reports for employers providing
current status of all participants.
- Archive and Record-keeping Systems. Archive in an off-site
facility all electronic storage media, correspondence,
postmarked envelopes and copies of premium notices and checks
evidencing payment.
SALES, MARKETING AND CUSTOMER SERVICE
Approximately 36.3%, 35.2% and 39.7% of the Company's revenues in
fiscal 1994, 1995 and 1996, respectively, were derived solely from agreements
with the Company's ten largest customers. Assuming the New Jersey Acquisition
had occurred on August 1, 1994, approximately 51.7% and 44.9% of the Company's
revenues in fiscal 1995 and fiscal 1996, respectively, would have been
attributable to the Company's ten largest customers, with approximately 24.6%
and 20.8% of such revenues being derived from the largest customer of the
company acquired in the New Jersey Acquisition. As part of the New Jersey
Acquisition, the Company entered into a four-year contract with this customer.
The Company's loss of any of these large customers could have a material
adverse effect on the Company.
The Company markets its services throughout the United States through
a sales, marketing and support staff consisting of 30 employees as of July 31,
1996. The Company identifies prospective customers through a combination of
direct mail, telemarketing and advertising.
Generally, the Company markets its services in one of two ways,
depending upon whether a potential customer is a large employer or insurance
company, or a small employer. When a large employer or insurance company has
been identified as a potential customer, the Company's sales strategy is to
focus its sales and marketing efforts on developing relationships with key
decision makers, such as the potential customer's chief executive officer,
chief financial officer or director of human resources or benefits. The
Company's sales executives make presentations that are designed to acquaint the
potential customer with the Company's services and the benefits associated with
outsourcing functions to the Company. A formal presentation is usually followed
by a visit to the Company's facility where the prospective customer evaluates
the Company's internal procedures, data processing capabilities and customer
support team.
With respect to potential customers who are small employers, the
Company markets its services directly to the employer via telemarketing. The
Company's telemarketing staff sells the Company's services by educating the
potential customer about the benefits of its outsourcing services without the
need for face-to-face presentations.
The Company is also expanding its channels of distribution, such as
marketing its services through independent insurance agents. The agents
typically receive a one-time commission for each client who utilizes the
Company's services.
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The Company also emphasizes account development to strengthen its
relationship with existing customers. The Company disseminates information
about its services through newsletters and various periodic reports. These
activities are designed to increase existing customer awareness and
understanding of the scope of benefits administration services offered by the
Company.
COMPUTER OPERATIONS, SOFTWARE DEVELOPMENT AND PROPRIETARY PRODUCT PROTECTION
The Company's central data processing and information system consists
of high-performance micro processors linked in multiple local-area networks
through high-speed routers and intelligent hubs. Installed in the data center
located at the Company's headquarters, the network utilizes client-server
technology in a DOS and Windows environment. The Company is currently
expanding its capacity by implementing systems based on a UNIX platform and
Oracle database environment, which the Company believes will increase its
capacity to service its growing customer base.
The Company meets the changing information needs of its customers by
developing, maintaining and enhancing its software. The Company provides its
services to customers using proprietary software that is owned by the Company
and is not licensed to others. The Company's computer system provides for
timely system updates and modifications because of its flexible modular design.
The Company's computer system works with on-line, real-time information, thus
allowing its service representatives to give accurate, up-to-date information
to continuants and customers. In addition, the Company believes that its
ability to upload and download information to customers and insurance carriers
with minimal development time provides the Company with a competitive
advantage. The Company's software and systems have supported the customer base
without interruption for over eight years. As of July 31, 1996, the Company had
58 employees in programming, software development, modifications and
maintenance.
The Company's primary data center is protected by a fire extinguishing
system and by two centralized UPS (uninterruptible power supply) systems that
provide short-term battery backup in the event of a power outage, reduced
voltage or power surge. Multiple layers of password and access authorization
are imposed to prevent unauthorized access, use or distribution of information.
The Company maintains log-in records of all users, restricts certain key record
fields and maintains audit trail records of all changes. Software and related
data files are backed up three times a day and stored off-site at multiple
locations. The Company is currently in the process of developing a disaster
recovery facility which will provide the Company with off-site data storage and
archiving as well as a secure, off-site facility for the continuation of
operations in the event of a natural disaster.
The Company believes that the quality of its systems and the ability
to adapt to the changing business requirements of its customers have proven to
be key factors in maintaining its current customers and obtaining new
customers. The Company ensures the accuracy of data, customers' deposits and
continuant records by independent double-entry of premium payments and
verification and reconciliation of continuant records.
The Company carries property insurance and business interruption
insurance covering interruptions that might occur as a result of damage to its
business See "-- Insurance." In addition, the Company believes that it has
adequate arrangements with its equipment vendors pursuant to which damaged
equipment can be replaced promptly. The Company does not believe that its
system faces a material risk of technological change. The Company relies upon a
combination of contract provisions and trade secret laws to protect its
proprietary technology. The Company attempts to protect its trade secrets and
other proprietary information through agreements with employees and
consultants. The Company does not hold any patents and does not have any patent
applications pending. There can be no assurance that the steps taken by the
Company to protect its proprietary technology will be adequate to deter
misappropriation of its proprietary rights or third party development of
similar proprietary software.
REGULATORY ENVIRONMENT
The benefit plans administered by the Company generally are subject to
various laws and regulations, including COBRA, the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), the Internal Revenue Code of 1986,
as amended (the "Internal Revenue Code"), proposed regulations of the Internal
Revenue Service and the Public Health Service Act. These laws and regulations
are administered by numerous agencies, such as the Internal Revenue Service,
the Department of Labor and the Department of Health and Human Services. The
Company's internal
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compliance department regularly reviews the Company's operations to ensure
compliance with applicable federal laws and regulations.
Enacted in 1986, COBRA was amended significantly by Congress in 1987
and 1989 and is the subject of proposed regulations of the Internal Revenue
Service. COBRA, which amended the Internal Revenue Code, ERISA, and the Public
Health Service Act, is subject to interpretation by the federal courts and is
administered jointly by several federal agencies, including the Internal
Revenue Service, the Department of Labor and the Department of Health and Human
Services. In addition, COBRA is affected by certain other federal legislation
and entitlement programs, such as Medicaid, Medicare, FMLA and, most recently,
Health Insurance Portability and Accountability Act of 1996 ("HIPA"). COBRA
applies to virtually all employers with 20 or more employees that maintain
group health insurance plans, including fully-insured, self-insured or
partially-insured plans, and union or non-union plans. Church groups and the
District of Columbia government are exempt from compliance with COBRA.
To comply with COBRA, an employer must provide written notice to all
employees, including newly hired employees and their dependents, of their
rights under COBRA. Employees and their dependents become eligible for COBRA
coverage upon the occurrence of a qualifying event. The occurrence of a
qualifying event triggers a series of notifications and related response and
payment deadlines, including grace periods, that results in an employee's or
qualified beneficiary's ability to elect continued group healthcare plan
coverage retroactively, and often after the occurrence of an event leading to
claims under the related coverage.
The penalties for noncompliance with COBRA are substantial. As a
provider of COBRA compliance and administration services, the Company's
exposure under the Internal Revenue Code for excise taxes imposed for
unintentional violations of certain provisions of COBRA is limited to an
aggregate of $2.0 million per year. Under the Internal Revenue Code, employers
that are subject to COBRA are liable for excise taxes at the rate of $100 per
"qualified beneficiary" ($200 if the qualified beneficiary has covered
dependents) for each day during which the group healthcare plan is in
noncompliance, subject to an annual maximum for unintentional violations. When
such noncompliance is not corrected before an audit by the Internal Revenue
Service, the employer is subject to certain minimum excise tax obligations,
depending on whether or not the violations are "de minimis." ERISA also imposes
personal liability on the plan administrator for the benefit of plan
participants for COBRA violations in the form of a penalty of up to $100 for
each day the violation continues. In addition to liability for COBRA violations
under the Internal Revenue Code and ERISA, improper denial of coverage under
COBRA or failure to comply with COBRA's notification requirements may result in
an employer's liability for damages and equitable remedies, including, but not
limited to healthcare coverage for a former employee or dependent retroactive
to the date of the qualifying event which triggered the notification
requirement. Depending on the terms of the employer's group healthcare plan,
such an employer may be required to provide this type of retroactive coverage
without reimbursement from its insurance carrier.
The Company is not subject to federal or state regulations
specifically applicable to financial and insurance institutions such as banks,
thrifts, credit unions, insurance companies and third-party administrators. As
a provider of COBRA compliance services to its customers, the Company is
required to comply with various federal laws and regulations as noted above.
The Company follows changes in federal laws and regulations related to COBRA
and judicial interpretations of COBRA and promptly implements required changes
to its data processing operations.
COMPETITION
The market for the Company's services is highly competitive. The
Company's existing competitors include insurance companies, third-party
administrators and other outsourcing service companies. Certain of these
existing competitors, as well as a number of potential competitors, possess
substantially greater resources than the Company. In addition to the Company's
competitors, services offered by the Company are often provided in-house.
Consequently, outsourcing may require the Company's potential customers to
reduce, reassign or eliminate in-house benefits administration or human
resource personnel, who often have an interest in maintaining these
responsibilities in-house.
The Company believes that the most significant competitive factors in
the sale of its services include quality, reliability of services and integrity
of data provided, flexibility in tailoring services to client needs, assumption
of certain responsibilities for compliance with complex laws and regulations,
experience, reputation, comprehensive services, integrated services and price.
8
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EMPLOYEES
As of July 31, 1996, the Company had approximately 557 full-time
equivalent employees, including 30 in sales and marketing, 437 in customer
support services, 58 in programming, software development, modifications and
maintenance, and 32 in management, administration and finance.
The service nature of the Company's business makes its employees an
important corporate asset. While the market for qualified personnel is
competitive, the Company has not experienced difficulty in hiring or retaining
its personnel and believes its relations with its employees are good. The
Company's employees are not represented by any union.
SERVICEMARKS
CobraServ(R) is a registered servicemark of the Company. Other than
CobraServ(R), the Company does not believe that any other intellectual property
is material to its business.
INSURANCE
As a provider of COBRA compliance and administration services, the
Company is subject to excise taxes for noncompliance with certain provisions of
COBRA. In addition, the Company accepts financial responsibility for certain
liabilities incurred by its customers that are attributable to the Company's
failure to fulfill its obligations to its customers under its agreements. The
Company maintains a professional liability policy, with a deductible of $25,000
per occurrence, and an annual per aggregate limit on coverage of $5.0 million.
In addition to professional liability coverage, The Company maintains
the following policies: (i) a general commercial liability policy which has an
aggregate coverage of $2.0 million, with a $1.0 million limit per occurrence;
(ii) an automobile liability policy with a combined single coverage limit of
$1.0 million; (iii) an excess liability policy, which covers liabilities that
exceed the limits of the above policies, with an aggregate and a per occurrence
limit of $4.0 million; and (iv) a business interruption policy, which covers
three months of operations, with an aggregate limit of $2.0 million.
ITEM 2 -- PROPERTIES
The Company leases the following facilities:
SQUARE EXPIRATION RENEWAL
LOCATION FOOTAGE OF LEASE OPTION
-------- ------- ---------- -------
Clearwater, Florida 23,000 October 1997 1 year
Princeton, New Jersey 20,000 May 1999 None
Glenville, New York 7,000 December 1997 4 years
Irvine, California 5,000 March 1997 None
Fairfax, Virginia 13,000 May 2005 None
The Company maintains its 54,000 square foot headquarters at its Palm
Harbor, Florida facility. The Company purchased this facility in June 1996 for
$3.5 million (including the land). In December 1995, the Company also purchased
a 110,000 square foot facility in Palm Harbor, Florida for $3.4 million in
order to consolidate its Tampa-area
9
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employees. The Company anticipates capital expenditures of approximately $5.8
million to improve the facility and expects to occupy this facility in calendar
1997. Thereafter, the Company believes that its facilities are adequate through
1999, at which time the Company believes it may need to expand its facilities.
The Company acquired real estate in February 1996, in Tarpon Springs, Florida
at a price of $2.5 million to facilitate this future expansion.
ITEM 3 -- LEGAL PROCEEDINGS
The Company is not a party to any litigation that is expected to have
a material adverse effect on the Company or its business. The Company maintains
detailed records of its services for at least seven years, including physical
return receipts of COBRA notifications to employees upon a qualifying event, to
evidence compliance with applicable rules and regulations to reduce potential
litigation and limit litigation exposure.
ITEM 4 -- SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the
fourth quarter of fiscal 1996.
EXECUTIVE OFFICERS OF THE REGISTRANT
As of July 31, 1996 there were no executive officers who are not also
directors of the Company. Executive officers are elected annually by the Board
of Directors.
PART II
ITEM 5 -- MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The information set forth under the caption "Market Price Information"
on the inside back cover page of the 1996 Annual Report to Shareholders (the
"Annual Report") is incorporated herein by reference.
The total number of shareholders of record as of October 18, 1996 was
8,354.
The Company has not declared nor paid cash dividends on the Common
Stock and does not anticipate that it will pay cash dividends in 1997. Any
payment of future dividends and the amounts thereof will be dependent upon the
Company's earnings, financial requirements and other factors deemed relevant by
the Board of Directors.
On May 25, 1994, the Company completed a tax-free restructuring (the
"Reorganization") in which ABR CobraServ, Inc., formerly known as Applied
Benefits Research, Inc., (the "Subsidiary") became the sole, wholly-owned
subsidiary of ABR. A principal objective of the Reorganization was to establish
a holding company structure, thereby allowing the Company to conduct the
business of the Subsidiary independently from other business units that may be
operated by the Company in the future. Pursuant to the Reorganization, each
share of common stock of the Subsidiary outstanding immediately prior to the
Reorganization was converted into the right to receive 2.15 shares of Common
Stock.
The Company completed a three-for-two stock split, on July 13, 1995
and on February 19, 1996, to stockholders of record at the close of business on
June 22, 1995 and January 31, 1996, respectively.
ITEM 6 -- SELECTED FINANCIAL DATA
The information set forth under the caption "Selected Financial Data"
in the Company's Annual Report on page 10 is incorporated herein by reference.
ITEM 7 -- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
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13
The information set forth under the caption "Management's Discussion
and Analysis of Financial Condition and Results of Operations" on pages 11
through 13 of the Annual Report is incorporated herein by reference.
ITEM 8 -- FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following financial statements of the Company and its independent
certified public accountant's Reports set forth on pages 14 through 27 of the
Annual Report are incorporated herein by reference:
- Report of Independent Certified Public Accountants;
- Consolidated Balance Sheets as of July 31, 1995 and 1996;
- Consolidated Statements of Income for the Years Ended July 31,
1994, 1995, and 1996;
- Consolidated Statements of Shareholders' Equity for the Years
Ended July 31, 1994, 1995 and 1996;
- Consolidated Statements of Cash Flows for the Years Ended July
31, 1994, 1995 and 1996; and
- Notes to Consolidated Financial Statements.
ITEM 9 -- CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES
None.
PART III
ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information set forth under the caption "Item 1: Election of
Directors" in the Company's Proxy Statement dated November 8, 1996 for the
Annual Meeting of Shareholders to be held December 6, 1996 (the "Proxy
Statement"), and the information set forth in the last paragraph under the
caption "Board of Directors - General" in the Proxy Statement is incorporated
herein by reference. The information set forth under "Executive Officers of the
Registrant" in Part I hereof is also incorporated herein by reference.
ITEM 11 -- EXECUTIVE COMPENSATION
The information set forth under the caption "Executive Compensation"
in the Proxy Statement is incorporated herein by reference and the Company
specifically excludes from such incorporation by reference any information set
forth under the captions "Compensation Committee Report on Executive
Compensation" and "Stock Price Performance Graph" in the Proxy Statement.
ITEM 12 -- SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Security ownership of certain beneficial owners and management as set
forth under the caption "Principal Shareholders" in the Proxy Statement is
incorporated herein by reference.
ITEM 13 -- CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
11
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PART IV
ITEM 14 -- EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) List of documents filed as part of this report:
(1) Financial Statements.
- Report of Independent Certified Public Accountants.
- Consolidated Balance Sheets as of July 31, 1995 and 1996.
- Consolidated Statements of Income for the Years Ended July 31, 1994, 1995, and
1996.
- Consolidated Statements of Shareholders' Equity for the Years Ended July 31, 1994,
1995 and 1996.
- Consolidated Statements of Cash Flows for the Years Ended July 31, 1994, 1995 and
1996.
- Notes to Consolidated Financial Statements.
(2) Financial Statement Schedule.
- Report of Independent Certified Public Accountants on The Schedule.
Schedule
Number Description
-------- -----------
II -- Valuation and Qualifying Accounts
(3) Exhibits.
Exhibit
Number Description
------- -----------
3.1 -- Articles of Incorporation of ABR Information Services, Inc.*
3.2 -- Bylaws of ABR Information Services, Inc.*
10.1 -- Form of Employment Agreement between ABR Information Services, Inc. and each
of its executive officers.*
10.2 -- ABR Information Services, Inc. 1995 Non-Employee Director Stock Option Plan.**
10.3 -- ABR Information Services, Inc. 1996 Non-Employee Director Stock Option Plan.
10.4 -- ABR Information Services, Inc. Amended and Restated 1987 Stock Option Plan.***
10.5 -- ABR Information Services, Inc. Amended and Restated 1993 Stock Option Plan (as
amended).**
10.6 -- ABR Information Services, Inc. Incentive Bonus Plan.*
10.7 -- Agreement between ABR Information Services, Inc., Applied Benefits Research,
Inc. (now known as ABR CobraServ, Inc.) and IBJS Capital Corporation dated as
of March 23, 1994.*
10.8 -- Revolving Line of Credit/Term Loan Agreement dated January 30, 1996 by and
between NationsBank, N.A. (South) and ABR Information Services, Inc.****
12
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10.9 -- Employment and Non-Competition Agreement dated December 15, 1995 by and
between Bullock Associates, Inc. (now known as ABR Benefits Services, Inc.)
and W. Carl Bullock.****
10.10 -- Services Agreement between Corporate Benefits Delivery of General Electric
Company and Bullock Associates, Inc. (now known as ABR Benefits Services,
Inc.) and as amended on December 15, 1995.****
10.11 -- Lease Agreement dated February 9, 1996 by and between ABR Plymouth, Ltd. and
ABR Information Services, Inc.****
10.12 -- Agreement and Plan of Reorganization dated as of February 1, 1996 by and among
ABR Information Services, Inc., Total Cobra Services and John M. Hermann.
10.13 -- Agreement and Plan of Reorganization dated as of June 28, 1996 by and among
ABR Information Services, Inc., The L.P. Baier Company and L.P. Baier's
shareholders.
10.14 -- Employment and Non-Competition Agreement dated June 28, 1996 by and between
The L.P. Baier Company and Rick Snyder.
10.15 -- Stock Purchase Agreement by and among ABR Information Services, Inc., Bullock
Associates, Inc., (now known as ABR Benefits Services, Inc.) W. Carl Bullock,
Barbara A. Biasotti and Nancy L. Clark dated as of December 15, 1995.*****
11.1 -- Statement regarding computation of per share earnings.
13.1 -- 1996 Annual Report of ABR Information Services, Inc.
21.1 -- List of subsidiaries of ABR Information Services, Inc.
23.1 -- Consent of Grant Thornton LLP.
24.1 -- Powers of Attorney (included on signature page hereto).
27.1 -- Financial Data Schedule (For SEC use only)
- --------------------
* Previously filed as part of the Company's Form S-1
Registration Statement (No. 33-76922) dated May 26,
1994 and incorporated herein by reference.
** Previously filed as part of the Company's Form 10-K
for the fiscal year ended July 31, 1995.
*** Previously filed as part of the Company's Form 10-K
for the fiscal year ended July 31, 1994.
**** Previously filed as part of the Company's Form 10-Q
for the quarter ended January 31, 1996.
***** Previously filed as part of the Company's Form 8-K
dated as of December 26, 1995.
Exhibits 10.1, 10.2, 10.3, 10.4, 10.5, 10.6, 10.9 and 10.14
represent management contracts and compensatory plans.
(b) Reports on Form 8-K.
The Company filed no Reports on Form 8-K during the quarter
ended July 31, 1996.
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REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
ON THE SCHEDULE
Board of Directors
ABR Information Services, Inc.
In connection with our audit of the consolidated financial statements of ABR
Information Services, Inc. referred to in our report dated September 13, 1996,
which is included on page 27 of the Annual Report to Shareholders for the year
ended July 31, 1996, that is incorporated by reference in this Form 10-K for
the year ended July 31, 1996, we have also audited Schedule II for each of the
three years in the period ended July 31, 1996. In our opinion, the schedule
presents fairly, in all material respects, the information required to be set
forth therein.
/s/ Grant Thorton LLP
Tampa, Florida
September 13, 1996
14
17
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
ABR INFORMATION SERVICES, INC.
Column A Column B Column C Column D Column E
- ------------------------------------------------------------------------------------------------------------------
Additions
-----------------------------
Balance at Charge to Charged to Deductions
Beginning of Costs and Other Accounts Describe Balance at
Description Period Expenses - Describe (1) End of Period
- -------------------------------- ---------------- ------------- --------------- ------------- ------------------
Year Ended July 31, 1994
Deducted from asset accounts:
Allowance for doubtful
accounts $11,475 $12,006 -- $5,928 $17,553
Year Ended July 31, 1995
Deducted from asset accounts:
Allowance for doubtful
accounts 17,553 12,000 -- 3,351 26,202
Year Ended July 31, 1996
Deducted from asset accounts:
Allowance for doubtful
accounts 26,202 20,000 -- 7,308 38,894
(1) Uncollectible accounts written-off, net of recoveries
15
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED
ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.
October 29, 1996 ABR INFORMATION SERVICES, INC.
By: /s/ Vincent Addonisio
----------------------------------
Vincent Addonisio,
Executive Vice President, Chief
Financial Officer and Treasurer
------------------------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James E. MacDougald and Vincent
Addonisio, and each of them, his or her true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities, to sign any and
all amendments to this report, and to file the same, with all exhibits thereto,
and any other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents or either of them, or
their substitutes, may lawfully do or cause to be done by virtue hereof.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES AND EXCHANGE ACT OF
1934, THIS REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF
THE REGISTRANT AND IN THE CAPACITIES INDICATED ON OCTOBER 29, 1996.
/s/ James E. MacDougald /s/ Suzanne M. MacDougald
-------------------------------------------- ------------------------------------------------
James E. MacDougald, Chairman of the Board, Suzanne M. MacDougald,
President and Chief Executive Officer and Senior Vice President, Secretary and Director
Director (Principal Executive Officer)
/s/ Vincent Addonisio /s/ Thomas F. Costello
-------------------------------------------- ------------------------------------------------
Vincent Addonisio, Executive Vice President, Thomas F. Costello, Director
Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
/s/ Mark M. Goldman
--------------------------------------------
Mark M. Goldman, Director
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ABR INFORMATION SERVICES, INC.
EXHIBIT INDEX TO ANNUAL REPORT ON FORM 10-K
FOR FISCAL YEAR ENDED JULY 31, 1996
Exhibit Filed
Number Description Herewith
------- ---------------------------------------------------------------------------------- --------
3.1 Articles of Incorporation of ABR Information Services, Inc.
3.2 Bylaws of ABR Information Services, Inc.
10.1 Form of Employment Agreement between ABR Information Services, Inc. and each of
its executive officers.
10.2 ABR Information Services, Inc. 1995 Non-Employee Director Stock Option Plan.
10.3 ABR Information Services, Inc. 1996 Non-Employee Director Stock Option Plan. X
10.4 ABR Information Services, Inc. Amended and Restated 1987 Stock Option Plan.
10.5 ABR Information Services, Inc. Amended and Restated 1993 Stock Option Plan (as
amended).
10.6 ABR Information Services, Inc. Incentive Bonus Plan.
10.7 Agreement between ABR Information Services, Inc., Applied Benefits Research, Inc.
(now known as ABR CobraServ, Inc.) and IBJS Capital Corporation dated as of March
23, 1994.
10.8 Revolving Line of Credit/Term Loan Agreement dated January 30, 1996 by and between
NationsBank, N.A. (South) and ABR Information Services, Inc.
10.9 Employment and Non-Competition Agreement dated December 15, 1995 by and between
Bullock Associates, Inc. (now known as ABR Benefits Services, Inc.) and W. Carl
Bullock.
10.10 Services Agreement between Corporate Benefits Delivery of General Electric Company
and Bullock Associates, Inc. (now known as ABR Benefits Services, Inc.) 1993-1997
and as amended on December 15, 1995.
10.11 Lease Agreement dated February 9, 1996 by and between ABR Plymouth, Ltd. and ABR
Information Services, Inc.
10.12 Agreement and Plan of Reorganization dated as of February 1, 1996 by and among ABR X
Information Services, Inc., Total Cobra Services and John M. Hermann.
10.13 Agreement and Plan of Reorganization dated as of June 28, 1996 by and among ABR X
Information Services, Inc., The L.P. Baier Company and L.P. Baier's shareholders.
10.14 Employment and Non-Competition Agreement dated June 28, 1996 by and between The X
L.P. Baier Company and Rick Snyder.
10.15 Stock Purchase Agreement by and among ABR Information Services, Inc., Bullock
Associates, Inc., (now knows as ABR Benefits Services, Inc.) W. Carl Bullock,
Barbara A. Biasotti and Nancy L. Clark dated as of December 15, 1995.
20
Exhibit Filed
Number Description Herewith
------- ----------------------------------------------------------------------------------- --------
11.1 Statement regarding computation of per share earnings. X
13.1 1996 Annual Report of ABR Information Services, Inc. X
21.1 List of subsidiaries of ABR Information Services, Inc. X
23.1 Consent of Grant Thornton LLP. X
24.1 Powers of Attorney (included on signature page hereto). X
27.1 Financial Data Schedule. (for SEC use only)
19