<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________
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 December 31, 1996
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____ to ____
Commission file number 0-22604
WHITE RIVER CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 93-1011071
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
777 Westchester Avenue, Suite 201, White Plains, New York 10604
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (914) 251-0237
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
- ------------------- -----------------------------------------
None None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.01 par value
(Title of class)
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 the 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. [X]
The aggregate market value of voting shares (based on the closing price of those
shares listed on the Nasdaq National Market and the consideration received for
those shares not listed on a national or regional exchange) held by non-
affiliates (as defined in Rule 405) of the registrant as of March 24, 1997, was
$132,850,000.
As of March 24, 1997, 4,874,756 shares of Common Stock with a par value of $0.01
per share were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Part III of this Annual Report on Form 10-K incorporates by reference portions
of the registrant's Notice of 1997 Annual Meeting of Stockholders and Proxy
Statement which will be filed with the Securities and Exchange Commission within
120 days of the close of the registrant's fiscal year.
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WHITE RIVER CORPORATION AND SUBSIDIARIES
The White River Corporation 1996 Annual Report to Stockholders and Form 10-K
will be distributed on or about April 7, 1997, to stockholders of record as of
March 27, 1997.
PART I
Item 1. Business.
The Company
White River Corporation (together with its wholly-owned subsidiaries, unless the
context requires otherwise, "White River" or, together with all of its
subsidiaries, the "Company"), formerly named FF Re Inc., was incorporated in
Delaware in September 1989 and commenced operations in its present form on
September 24, 1993, concurrent with the purchase and other transfer of selected
assets and the assumption of certain liabilities (collectively, the
"Capitalization") from its former parent company, Fund American Enterprises
Holdings, Inc. and certain of its subsidiaries (together, "Fund American").
Additionally, on September 24, 1993, the Fund American board of directors
approved in principle a plan to distribute (the "Distribution") approximately
75% of the outstanding shares of White River common stock, par value $0.01 per
share (the "Common Stock"), to all holders of Fund American common stock. The
Distribution commenced on December 22, 1993.
Prior to the Capitalization, White River served as the holding company for Fund
American's investment management subsidiaries (the "Investment Management
Group") and certain of Fund American's insurance subsidiaries. The insurance
subsidiaries have had essentially no activity since their formation and White
River ceased the operations of the Investment Management Group during August
1994.
During June 1994, White River completed its acquisition of a majority of the
total outstanding shares of common stock, par value $0.10 per share (the "CCC
Common Stock"), of CCC Information Services Group Inc., formerly InfoVest
Corporation, (together with its subsidiaries, unless the context requires
otherwise, "CCC"). During August 1996, CCC completed an initial public offering
of approximately 29% of the resulting total outstanding CCC Common Stock for net
proceeds of $72.1 million (the "CCC IPO"). As of December 31, 1996, White River
held: (i) approximately 37% of the total outstanding shares of CCC Common
Stock, (ii) 630 shares of CCC Series C Cumulative Redeemable Preferred Stock,
stated value $1,000 per share (the "CCC Series C Preferred"), (iii) 3,601 shares
of CCC Series D Cumulative Redeemable Preferred Stock, stated value $1,000 per
share (together with the Series C Preferred, the "CCC Preferred Stock"), and 500
shares of CCC Series E Cumulative Redeemable Preferred Stock, stated value
$1,000 per share (the "CCC Series E Preferred"). According to the terms of the
Series E Preferred, White River continues to have a majority of the voting power
associated with CCC's total outstanding voting stock. CCC is a supplier of
automobile claims information and processing, claims management software and
communications services.
Regulation
Based upon the composition of its assets at the time of the Capitalization,
White River met the definition of an investment company (an "Investment
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WHITE RIVER CORPORATION AND SUBSIDIARIES
Company") under the Investment Company Act of 1940 (the "Investment Company
Act") and, accordingly, was subject to registration and regulation under such
legislation. However, on December 6, 1993, White River received from the
Securities and Exchange Commission (the "Commission") a temporary exemption (the
"Exemptive Order") from registering as an Investment Company and was exempted
from some, but not all, of the provisions of the Investment Company Act for a
period of up to two years from the date of the Exemptive Order. White River
requested this temporary exemption to provide management with time to dispose of
a sufficient amount of investments, to acquire a majority interest in one or
more operating businesses, or to take such other actions necessary to cause
White River not to meet the definition of an Investment Company. During October
1995, White River filed a report with the Commission which concluded that,
effective September 30, 1995, White River no longer met the definition of an
Investment Company. Accordingly, White River no longer needs to rely upon the
relief provided by the Exemptive Order. Since the filing of such report, White
River has conducted and intends to continue to conduct its business operations
so as to avoid having to register as an Investment Company under the Investment
Company Act.
Investment Operations
In accordance with its plan to cease to meet the definition of an Investment
Company, White River disposed of investments for proceeds and other
consideration totaling $269.3 million during the period from the Capitalization
through December 31, 1996. Such dispositions include $90.0 million of
investments which were transferred during 1995 to Fund American in settlement of
outstanding balances under a credit agreement between White River and Fund
American (the "Credit Agreement").
As of December 31, 1996, White River's portfolio of investments totalled $99.1
million, as compared to a total portfolio of $76.3 million as of December 31,
1995. The increase during 1996 relates primarily to CCC's purchase of U.S.
Treasury Bills and the increase in value of White River's investment in Cross
Timbers Oil Company ("Cross Timbers") common stock. The 1996 investment
balances consisted primarily of White River's interests in Cross Timbers ($60.8
million) and in Richard C. Blum & Associates - NWA Partners, L.P. ("NWA
Partners") ($21.8 million), as well as U.S. Treasury Bills ($9.1 million) held
by CCC. Investment income, including interest earned on cash and cash
equivalent balances, totalled $9.0 million, $8.3 million and $6.8 million for
the years ended December 31, 1996, 1995 and 1994, respectively. Net
investment gains totalled $16.2 million, $36.3 million, and $49.7 million for
the years ended December 31, 1996, 1995 and 1994, respectively.
If, in the judgment of the board of directors of White River (the "White River
Board"), the proceeds from the disposition of investments exceed the internal
and acquisition needs of White River, such excess will be made available to
White River's stockholders through dividends, share repurchases or other means
approved by the White River Board.
White River, through its wholly-owned subsidiary White River Partners, Inc.
("Partners"), seeks to make controlling investments in distressed companies in
various industries. During April 1996, Partners, through its wholly-owned
subsidiary Hanover Accessories, Inc. ("Hanover"), acquired the business and
assets of a company engaged in the design, distribution, sale and retail
servicing of popular-priced fashion accessories, primarily for the children's
market. Hanover currently markets over 3,500 different styles of products, many
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WHITE RIVER CORPORATION AND SUBSIDIARIES
of which are exclusive designs available only to Hanover. All of Hanover's
products are supplied through contract manufacturers. Hanover's revenues from
its commencement of operations during April 1996 through December 31, 1996,
totalled $5.4 million.
Insurance-Related Services
The Company's revenues from insurance-related services totalled $131.0 million
and $115.5 million for the years ended December 31, 1996 and 1995, and $53.9
million for the period from the date of the acquisition of CCC by White River
(June 1994) through December 31, 1994.
During the years ended December 31, 1996 and 1995, and the period from the date
of the acquisition of CCC by White River through December 31, 1994, 69%, 70% and
73%, respectively, of total insurance-related services revenue were attributable
to the insurance industry.
Products
CCC's services and products are integrated for use with one another across
multiple platforms and are designed for ease of use by the large number of
people involved in the automobile claims process on a daily basis.
Approximately 69% of CCC's consolidated revenue for 1996 was from the sale of
services and products to insurance companies with the remainder sold to
collision repair facilities and other customers. Revenues from Total Loss
valuation services and EZEst and Pathways Collision Estimating software
licensing accounted for 35% and 45%, respectively, of CCC's consolidated 1996
revenue.
Vehicle Valuation Services and Products. CCC's Total Loss service provides
insurance companies the ability to effect total loss settlements on the basis of
market-specific values based upon physically inspected used car inventories.
Management believes that CCC's vehicle database, which contains detailed
information about millions of vehicles either physically inventoried from one of
more than 4,000 dealer lots or taken from recent advertisements, is the most
comprehensive in North America. CCC uses its proprietary database and valuation
software to provide insurance companies with independent, current, local, market
values and vehicle identification data. CCC's Total Loss product complies with
the regulatory requirements of all 50 states. Each total loss valuation
includes a vehicle identification search under VINguard, CCC's vehicle
identification number fraud protection program which matches current claims
against CCC's database of previously totalled or stolen vehicles.
Collision Estimating Services and Products. EZEst was the first stand-alone,
PC-based collision estimating system utilizing P-page logic to automate the
process of eliminating repair activity overlaps and automating all included
operations and ancillary repair work in preparing an estimate. P-page logic
represents procedure pages from crash estimating guides that detail the steps
involved in repairing various parts of a damaged vehicle depending on the extent
of the damage. EZEst provides automobile insurers with fast and reliable
estimates at a low cost. EZEst runs on any IBM-compatible laptop or desktop
computer and contains all nine volumes of the Motor Crash Estimating Guide and
other data necessary to build an estimate. CCC licenses the Motor Crash
Estimating Guide data from a subsidiary of The Hearst Corporation. A unique
feature of EZEst
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WHITE RIVER CORPORATION AND SUBSIDIARIES
is its recycled part valuation upgrade which will display and
automatically insert into the estimate a predicted price of those recycled or
salvage automotive parts statistically known to be available in the local market
in which the estimate is written. The EZEst software, Motor Crash Estimating
Guide database and other associated databases are updated via a monthly CD-ROM.
EZEst is sold under multi-year contracts on a monthly subscription basis to both
insurers and collision repair facilities. In April 1996, CCC began delivery of
its next-generation estimating product, Pathways Collision Estimating, which
provides all of the functionality of the EZEst product while adding the
functionality of total loss and settlement processing, claim payment, salvage
disposal and custom electronic forms. In November 1996, CCC introduced a
collision repair facility version of Pathways Collision Estimating.
Claims Outsourcing Services and Products. ACCESS is an outsourced vehicle
appraisal and restoration management service. Insurance companies use ACCESS to
appraise and settle claims without hiring either additional staff or independent
appraisers. ACCESS uses a network of CCC certified, fully equipped repair
facilities and CCC's claims management tools to provide fast, low cost claims
settlement with high customer satisfaction. In addition, CCC provides
reinspection and restoration management staff for quality assurance. ACCESS is
sold on a per claim basis under multi-year agreements.
EZNet Communications Network. EZNet connects insurers with their appraisers and
repair network partners. EZNet's process management capabilities provide the
information required to make appropriate and timely decisions, regardless of
location or settlement process. EZNet is used principally for the complete
electronic communication of work files and estimates to staff appraisers or
insurance company direct repair program ("DRP") partners and for the receipt of
auditable estimate data. (A DRP allows an insured whose automobile is involved
in a collision to have the repair performed within a network of approved repair
facilities.) EZNet is the only communications network tailored to provide
automated communication services to participants in the automobile physical
damage claim process, including: mailboxing, messaging, routing, imaging,
assignment tracking, record library and third-party gateways. A unique feature
of EZNet is the electronic appraisal review feature that provides real-time
exception reporting to target re-inspections and improves management control of
DRP networks and appraisers. EZNet also facilitates the management of car
rental and salvage disposition. EZNet is sold both on a per transaction basis
and on a monthly subscription basis.
EZFocus Digital Imaging. The EZFocus computerized digital photo imaging system
allows automobile insurers and collision repairers to visually document vehicle
damage and electronically communicate the image. This reduces claims cycle time
while eliminating film cost and saving travel and overnight delivery expense.
Guidepost Decision Support. CCC recently added Guidepost, an executive
information and data navigation software package to its tool set. Guidepost
allows managers to electronically evaluate results, format reports, drill down
for subject or personnel review and compare performance to industry and regional
indices. Guidepost is offered on a monthly CD-ROM and development for network
delivery is underway. While introduced as an element of CCC's suite of
electronic DRP and collision estimating tools, Guidepost will be made available
for all CCC's products, extending the integration of a multi-channel claims
process.
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WHITE RIVER CORPORATION AND SUBSIDIARIES
ACCLAIM Litigation Management. ACCLAIM is an outsourcing service offered to
insurance companies for the processing and management of defined soft-tissue
bodily injury claims. ACCLAIM uses CCC's licensed case management software and
information management tools in connection with a national network of lawyers
(the "Lawyers Network") to defend and dispose of lawsuits filed against insured-
parties. ACCLAIM services are sold to insurance companies on a fixed fee, per
claim basis. ACCLAIM is currently in pilot program status with the Lawyers
Network.
Pathways Appraiser Workstation Software. In April 1996, CCC began delivery of
Pathways, its windows-based appraiser workstation software platform designed to
better serve the overall workflow needs of insurance field staffs. Pathways
offers a common, graphical user interface across all applications which
organizes claims in tabbed, electronic workfiles and reduces the time required
to learn or develop new software functions or applications. Pathways includes
a workflow manager which assists users in managing all aspects of their day-to-
day activities, including receipt of new assignments, communication of completed
activity, electronic file notes and reports as well as the automatic logging of
key events in the claims process. CCC intends to integrate all of its existing
field applications into this platform and develop all future field applications
on Pathways. Pathways is fully integrated with CCC's communications network,
allowing claim adjusters to operate in the field, and thereby reduce office and
other expenses. The first Pathways application was Pathways Collision
Estimating which provides all of the functionality of the EZEst product while
adding the functionality of total loss and settlement processing, claim payment,
salvage disposal and custom electronic forms. Pathways is sold under multi-year
contracts on a monthly subscription basis.
Customers
CCC's business is based on relationships with the two primary users of CCC's
services: automobile insurance companies and collision repair facilities. CCC's
customers include the largest U.S. automobile insurance companies and most of
the small to medium size automobile insurance companies in the country.
CCC's products are used by approximately 10,000 collision repair facilities.
CCC has collision repair customers in all 50 states, including most major
metropolitan markets. In addition to assisting collision repair facilities in
managing their businesses, many of these customers use CCC's services and
products as a means to participate in insurance DRP programs, thereby making the
use of CCC's services and products important to the customer's business growth.
Over half of CCC's revenue for 1996 was for services and products sold pursuant
to contracts, which generally have multi-year terms. A substantial portion of
CCC's remaining revenue represented sales to customers that have been doing
business with CCC for many years. CCC's services and products are sold either
on a monthly subscription or a per transaction basis.
Product Development and Programming
CCC's ability to maintain and grow its position in the claims industry is
dependent upon the expansion of its products and services. Investments in
development are therefore critical to obtaining new customers and
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WHITE RIVER CORPORATION AND SUBSIDIARIES
renewals from existing customers. CCC's product development and programming
efforts principally consist of software development, development of enhanced
communication protocols and custom user interfaces and applications, and
database design and enhancement. The custom interfaces and applications are
developed through CCC's Business Solution Group. CCC employs approximately 245
people in its product development organization. This group is comprised of
database analysts, software engineers, business systems analysts, product
managers and quality assurance employees responsible for client systems, server
systems, data warehousing and distribution systems. Product engineering
activities focus on improving speed to market of new products, services, and
enhancements, adding new business functions without affecting existing services
and products, and reducing development costs. CCC uses its class library of
objects, knowledge of its clients' workflows and its automated testing tools to
deliver quality workflow-oriented solutions to the marketplace quickly. CCC
develops products in close collaboration with its clients based on specific
needs. CCC's total product development and programming expense was $17.0
million, $14.9 million and $6.1 million for the years ended December 31, 1996
and 1995, and for the period from the acquisition of CCC by White River through
December 31, 1994, respectively.
Intellectual Property
CCC relies primarily on a combination of contracts, intellectual property laws,
confidentiality agreements and software security measures to protect its
proprietary technology. CCC distributes its products under written license
agreements, which grant end-users a license to use CCC's services and products
and which contain various provisions intended to protect CCC's ownership and
confidentiality of the underlying technology. CCC also requires all of its
employees and other parties with access to its confidential information to
execute agreements prohibiting the unauthorized use or disclosure of CCC's
technology.
CCC has trademarked virtually all of its services and products. These marks are
used by CCC in the advertising and marketing of CCC's services and products.
EZEst and CCC are well-known marks within the automobile insurance and collision
repair industries. CCC has patents for its collision estimation product
pertaining to the comparison and analysis of the "repair or replace" and the
"new or used" parts decisions. While the Total Loss calculation process is not
patented, the methodology and processes are trade secrets of CCC and are
essential to CCC's Total Loss business. Despite these precautions, management
believes that existing laws provide only limited protection for CCC's technology
and that it may be possible for a third party to misappropriate CCC's technology
or to independently develop similar technology.
Certain data used in CCC's services and products is licensed from third parties
for which they receive royalties. Management does not believe that CCC's
services and products are significantly dependent upon licensed data, other than
the Motor Crash Estimating Guide data, because management believes it can find
alternative sources for such data. Management does not believe that it has
access to an alternative database that would provide comparable information to
the Motor Crash Estimating Guide, licensed from the Hearst Corporation through a
scheduled expiration of April 30, 2002. Absent notification of cancellation by
either CCC or the Hearst Corporation two years before the license's scheduled
expiration, the license agreement is automatically extended for one year on a
rolling annual basis. Any interruption of CCC's access to the Motor Crash
Estimating Guide data could have a material adverse effect on CCC's business,
financial condition and results
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WHITE RIVER CORPORATION AND SUBSIDIARIES
of operations.
CCC is not engaged in any material disputes with other parties with respect to
the ownership or use of CCC's proprietary technology. CCC has been previously
involved, however, in intellectual property litigation concerning certain data
ownership rights, the resolution of which resulted in substantial payments by
CCC. There can be no assurance that other parties will not assert technology
infringement claims against CCC in the future. The litigation of such a claim
may involve significant expense and management time. In addition, if any such
claim were successful, CCC could be required to pay monetary damages and may
also be required to either refrain from distributing the infringing product or
obtain a license from the party asserting the claim (which license may not be
available on commercially reasonable terms).
Competition
The market for CCC's products is highly competitive. CCC competes primarily on
product differentiation, customer service and price. CCC's principal
competitors are small divisions of two well capitalized, multinational firms,
Automatic Data Processing ("ADP") and Thomson Publishing Corporation
("Thomson"). ADP offers both a PC-based collision estimating system and a total
loss product to the insurance industry. ADP offers a different collision
estimating system and a hardware-based digital imaging system to the collision
repair industry. Thomson publishes crash guides for both the insurance and
automobile collision repair industries and markets collision estimating, shop
management and imaging products. In addition, there are several very small
collision estimating programs sold into the market which do not use P-page
logic. CCC has experienced steady competitive price pressure, particularly in
the collision estimating market, over the past few years and expects that trend
to continue. The strength of this trend may cause CCC to alter its mix of
services, features and prices.
CCC intends to address the competitive price pressures by providing high
quality, feature enhanced products and services to its clients. CCC intends to
continue to develop user-friendly claims products and services incorporating its
comprehensive proprietary inventory of data. CCC expects that the Pathways
workflow manager will provide the necessary position with its insurance
customers to effectively compete against competitive price pressures.
At times, insurance companies have entered into agreements with service
providers (including ADP, Thomson and CCC) wherein the agreement provides, in
part, that the insurance company will either use the product or service of that
vendor on an exclusive basis or designate the vendor as a preferred provider of
that product or service. If it is an exclusive agreement, the insurance
company mandates that collision repair facilities, independent appraisers and
regional offices use the particular product or service. If the vendor is a
preferred provider, the collision repair facilities, appraisers and regional
offices, are encouraged to use the preferred product, but may still choose
another vendor's product or service. Additionally, some insurance companies
mandate that all products be tested and approved at the companies' national
level before regional levels can purchase such products. The benefits of being
an endorsed product or on the approved list of an insurance company include
immediate customer availability and a head start over competitors who may not
be so approved. With respect to those insurance companies that have endorsed
ADP or Thomson, but not CCC,
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WHITE RIVER CORPORATION AND SUBSIDIARIES
CCC will be at a competitive disadvantage.
In connection with CCC's strategy to provide outsourced claims processing
services, CCC will compete with other third-party service providers, some of
whom may have more capital and greater resources than CCC.
CCC currently processes the majority of insurer-to-collision repair facility
repair assignment and estimate retrieval for DRPs through its EZNet
communications network. Management believes there is a wide range of
prospective competitors in this service area, many of which have greater
resources than CCC.
Employees
At December 31, 1996, the Company had approximately 1,000 full-time employees,
of which approximately 950 individuals were employed by CCC and approximately 40
individuals were employed by Hanover. The Company's employees are not covered
by a collective bargaining agreement and management considers its employee
relations to be satisfactory.
Item 2. Properties.
White River leases approximately 11,000 square feet of office space as its
principal executive office in White Plains, New York, under a lease expiring in
1998 and has the option to extend this lease for an additional five-year period.
CCC leases approximately 125,000 square feet of a multi-tenant facility as its
principal office in Chicago, Illinois, under a lease expiring in 2008. CCC also
leases approximately 84,000 square feet in Glendora, California, under a lease
expiring in 2000. The Glendora facility consists of a satellite development and
distribution center. CCC is currently negotiating a lease for approximately
30,000 additional square feet in a Chicago office facility separate from its
principal office. This new space will house CCC's claims settlement services
staff and enable the use of existing leased space at CCC's principal office for
additional staff growth, particularly product development and programming staff.
Hanover leases approximately 20,500 square feet of space as its principal office
and warehouse in Plymouth, Minnesota, under a lease expiring in 2001. Hanover
also leases approximately 1,500 square feet of space as a showroom in New York,
New York, under a lease expiring in 2001.
Management believes that its existing facilities and additional or alternative
available space are adequate to meet the Company's requirements for the
foreseeable future. Future requirements may be impacted by the growth of the
Company.
Item 3. Legal Proceedings.
In April 1996, CCC completed the settlement of a lawsuit involving MacLean
Hunter Market Reports, Inc. ("MacLean Hunter"), an independent publisher of used
car valuation books. The settlement amount
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WHITE RIVER CORPORATION AND SUBSIDIARIES
approximated the settlement charge of $4.5 million previously recorded during
the second quarter of 1995. In conjunction with the settlement agreement, CCC
received a three year license to MacLean Hunter's used car valuation book data
at market rates.
The Company is a party to various claims and routine litigation arising in the
normal course of business. Such claims and litigation are not expected to have
a material adverse effect on the financial condition of the Company.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.
White River's Common Stock trades on the Nasdaq National Market tier of The
Nasdaq Stock Market under the symbol WHRC. The low and high sales prices for
shares of Common Stock for each quarter of 1996 and 1995 are set forth below:
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
1996 1995
------------------------------------- --------------------------------------
First Second Third Fourth First Second Third Fourth
Quarter Quarter Quarter Quarter Quarter Quarter Quarter Quarter
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Low $36-1/2 $37-1/4 $44-1/2 $52 $29-1/2 $31-3/4 $33-1/4 $33-1/2
High $38-3/4 $46-7/8 $64-31/32 $65 $34 $35-1/2 $39 $38-1/2
==============================================================================================
</TABLE>
Since the Capitalization, no dividends have been declared on shares of Common
Stock and the White River Board currently does not intend to declare ordinary
periodic dividends to holders of Common Stock. However, the White River Board
intends to reevaluate from time to time the declaration of ordinary dividends
with due consideration given to the financial characteristics of White River's
remaining investments, its continuing operations and the amount and regularity
of its cash flows as of that time. There can be no assurance as to when or
whether the White River Board will declare any ordinary dividends. In
addition, under certain circumstances, White River may make an extraordinary
distribution of investments, cash, or a combination thereof to stockholders if,
in the judgment of the White River Board, the available resources of White
River exceed the internal and acquisition needs of White River.
As of March 24, 1997, there were 4,874,756 shares of Common Stock issued and
outstanding. As of such date, there were approximately 600 stockholders of
record, plus an indeterminate number of stockholders who hold shares of Common
Stock in the names of nominees.
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WHITE RIVER CORPORATION AND SUBSIDIARIES
Item 6. Selected Financial Data.
Consolidated Statement of Operations Data
Selected consolidated statement of operations data for the years ended December
31, 1996, 1995 and 1994, and for the period from September 24, 1993, through
December 31, 1993, follows:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
In thousands,
except per share amounts 1996 1995(a) 1994(b) 1993(c)
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Revenues $145,398 $123,795 $62,539 $ 1,843
Operating expenses 139,530 127,210 87,263 1,688
-------- -------- ------- -------
Operating income (loss) 5,868 (3,415) (24,724) 155
-------- -------- ------- -------
Net investment gains (losses) 16,150 36,255 49,678 (8,501)
Interest expense 2,562 8,936 6,464 823
-------- -------- ------- -------
Pretax income (loss) 19,456 23,904 18,490 (9,169)
Income tax expense (benefit) 14,306 7,909 (8,580) --
-------- -------- ------- -------
Income (loss) before extraordinary item 5,150 15,995 27,070 (9,169)
Extraordinary loss on early retirement of debt, net of tax 678 -- -- --
-------- -------- ------- -------
Net income (loss) 4,472 15,995 27,070 (9,169)
Dividends and accretion on redeemable preferred stock 727 585 530 88
-------- -------- ------- -------
Net income (loss) applicable to common stock $ 3,745 $ 15,410 $26,540 $(9,257)
======== ======== ======= =======
Primary income (loss) per common share:
Income (loss) before extraordinary item $ 0.91 $ 2.94 $ 4.47 $ (1.45)
Net income (loss) applicable to common stock $ 0.77 $ 2.94 $ 4.47 $ (1.45)
Fully-diluted income (loss) per common share:
Income (loss) before extraordinary item $ 0.85 $ 2.84 $ 4.38 $ (1.45)
Net income (loss) applicable to common stock $ 0.72 $ 2.84 $ 4.38 $ (1.45)
Cash dividends declared per common share $ -- $ -- $ -- $ --
======================================================================================================
</TABLE>
(a) As discussed in Note 2 to the consolidated financial statements, White
River adopted the provisions of Statement of Financial Accounting Standards
("SFAS") No. 115, "Accounting for Certain Investments in Debt and Equity
Securities", effective September 30, 1995.
(b) See Note 3 to the consolidated financial statements for a discussion
of the acquisition of CCC by White River.
(c) White River commenced operations in its present form on September 24,
1993, concurrent with the Capitalization. See Note 1 to the consolidated
financial statements for a discussion of the Capitalization.
10
<PAGE>
WHITE RIVER CORPORATION AND SUBSIDIARIES
Consolidated Statement of Financial Condition Data
Selected consolidated statement of financial condition data as of December 31,
1996, 1995, 1994 and 1993 follows:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
In thousands,
except per share amounts 1996 1995(a) 1994(b) 1993
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Assets
Cash and cash equivalents $188,365 $139,245 $ 94,985 $ 62,349
Investment securities, at market value 72,699 48,154 16,400 50,204
Accounts receivable and other current assets 15,206 14,482 14,044 7,044
-------- -------- -------- --------
Total current assets 276,270 201,881 125,429 119,597
Other investments 26,420 28,103 129,383 131,835
Goodwill, net 23,730 34,806 41,000 --
Purchased software and equipment, net 20,478 25,791 36,239 135
Deferred income taxes and other assets 7,614 6,174 9,462 176
-------- -------- -------- --------
Total assets $354,512 $296,755 $341,513 $251,743
======== ======== ======== ========
Liabilities
Accounts payable, accrued expenses and deferred revenues $27,043 $26,260 $18,918 $5,758
Current portion of contract funding 123 3,328 10,133 --
Current portion of notes payable and other debt 120 7,660 5,340 --
-------- -------- -------- --------
Total current liabilities 27,286 37,248 34,391 5,758
Notes payable and other debt 111 27,220 85,753 50,000
Noncontrolling interest in net assets of subsidiary 18,950 -- -- --
Deferred income taxes and other liabilities 44,458 30,751 17,981 1,122
-------- -------- -------- --------
Total liabilities 90,805 95,219 138,125 56,880
Redeemable preferred stock 7,175 8,275 8,162 7,000
Stockholders' equity 256,532 193,261 195,226 187,863
-------- -------- -------- --------
Total liabilities, redeemable preferred stock and
stockholders' equity $354,512 $296,755 $341,513 $251,743
======== ======== ======== ========
Book value per common and common equivalent share (c) $ 51.98 $ 39.01 $ 33.75 $ 29.29
========================================================================================================
</TABLE>
(a) As discussed in Note 2 to the consolidated financial statements, White
River adopted the provisions of SFAS No. 115, effective September 30,
1995.
(b) See Note 3 to the consolidated financial statements for a discussion of the
acquisition of CCC by White River.
(c) The calculation of book value per common and common equivalent share
reflects the potentially dilutive effects of White River's outstanding
incentive and directors' compensation awards. See Note 2 to the
consolidated financial statements.
11
<PAGE>
WHITE RIVER CORPORATION AND SUBSIDIARIES
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Financial Condition - As of December 31, 1996 and 1995
Book value per common and common equivalent share increased $12.97, or 33.2%, to
$51.98 at December 31, 1996, from $39.01 at December 31, 1995. Such change
reflects an increase of approximately $9.38 per share relating to the effects of
the CCC IPO, as well as approximately $2.09 per share relating to the after tax
increase in net unrealized investment gains. Both of these items were recorded
directly to stockholders equity.
Cash and cash equivalents as of December 31, 1996, totalled $188.4 million, as
compared to $139.2 million as of December 31, 1995. White River's cash and cash
equivalents, less the $9.4 million held by CCC, increased by $43.6 million
during 1996 due primarily to the redemption of approximately 87% of the CCC
Preferred stock held by White River and the disposition of certain investment
securities. Substantially all of the cash and cash equivalent balances held by
White River as of December 31, 1996, were deposited with several major banking
institutions in interest-bearing accounts with maturities of six days or less.
As of December 31, 1996, such deposits earned a weighted average interest rate
of 5.4% per annum. The White River Board continues to consider the level of
capital available to White River in light of its internal needs and the
prospects for the acquisition of additional operating businesses. If, as the
result of such analysis, it is determined that stockholder value would best be
enhanced through the return of capital to stockholders, White River may
distribute to stockholders, through share repurchases or other means approved by
the White River Board, funds which the White River Board concludes are in excess
of the current and projected capital needs of White River.
Total notes payable and other debt decreased 99.3% to $0.2 million as of
December 31, 1996, as compared to $34.9 million as of December 31, 1995. Such
reduction was due primarily to the repayment of debt outstanding under CCC's
former credit facility with proceeds from the CCC IPO.
Results of Operations -- Years Ended December 31, 1996, 1995 and 1994
Consolidated net income applicable to common stock totalled $3.7 million for the
year ended December 31, 1996, or $0.72 per fully-diluted common share, as
compared to $15.4 million, or $2.84 per share for the year ended December 31,
1995, and $26.5 million, or $4.38 per fully-diluted common share, for the year
ended December 31, 1994. The 1996 results reflect pretax net investment gains of
$16.2 million, as compared to $36.3 million reported for 1995 and $49.7 million
for 1994.
Investment Operations
Investment Results
Based upon the composition of its assets at the time of the Capitalization,
White River met the definition of an Investment Company under the Investment
Company Act. As such, White River's accounting policies regarding the carrying
value of investments as well as the treatment of changes in unrealized gains and
losses
12
<PAGE>
WHITE RIVER CORPORATION AND SUBSIDIARIES
relating to such investments conformed to generally accepted accounting
principles ("GAAP") for Investment Companies until such time as White River
ceased to meet the definition of an Investment Company. White River ceased to
meet the definition of an Investment Company effective September 30, 1995, and,
accordingly, as discussed further in Note 2 to the consolidated financial
statements, adopted the provisions of SFAS No. 115, as of such date. Under SFAS
No. 115, changes in net unrealized investment gains and losses relating to White
River's investment securities are reported net of tax as a separate component of
stockholders' equity and, except for declines in value which are deemed to be
other than temporary in nature, changes in net unrealized investment gains and
losses relating to White River's other investments are not recognized until
realized. As a result of the adoption of SFAS No. 115, pretax net unrealized
gains of $17.0 million and $12.8 million were recorded directly to stockholders'
equity during 1996 and 1995, respectively.
For the year ended December 31, 1996, pretax investment income totalled $9.0
million, including $7.9 million of interest income generated from the cash and
cash equivalents balances held during 1996. Pretax investment income totalled
$8.3 million for the year ended December 31, 1995, and $6.8 million for the year
ended December 31, 1994. The 1994 amount includes $1.4 million relating to
dividends in arrears which were paid during the first quarter upon the
redemption of White River's interest in Lone Star Technologies, Inc. preferred
stock.
White River's dispositions of investments totalled $21.2 million, $118.9 million
and $86.7 million during the years ended December 31, 1996, 1995 and 1994,
respectively. The 1995 investment dispositions included the transfer of $90.0
million of investments to Fund American in settlement of outstanding balances
under the Credit Agreement, which resulted in pretax net investment gains of
$11.0 million.
Investment Portfolio Composition
White River's remaining investment holdings consist primarily of its interests
in Cross Timbers and NWA Partners which represented 61.3% and 22.0%,
respectively, of White River's total investment portfolio. White River's
management believes that this concentration may make the value of White River's
investments more volatile than the value of a more diversified portfolio.
Cross Timbers was organized in 1990 and is engaged in the acquisition and
- -------------
development of producing oil and gas properties and the marketing and
transportation of oil and natural gas. Cross Timbers' oil and gas properties are
concentrated in major producing basins in Oklahoma, East Texas and the Permian
Basin of West Texas and New Mexico. Based upon information available to the
Company, White River's holdings represented 14.9% of the total outstanding Cross
Timbers common stock as of December 31, 1996. The Cross Timbers common stock
held by White River generally is not registered for sale in the open market;
however, White River does have limited demand registration rights with regard to
such shares. In addition, White River can sell its holdings of Cross Timbers
common stock in accordance with the volume restrictions under Rule 144 of the
U.S. Securities Act of 1933, as amended. During 1996, such sales totalled
262,000 shares resulting in gross proceeds of $6.5 million.
13
<PAGE>
WHITE RIVER CORPORATION AND SUBSIDIARIES
The common stock of Cross Timbers is traded on the New York Stock Exchange under
the symbol "XTO", and during the 52-week period ended December 31, 1996, its
daily closing market price ranged between a high of $28 3/4 and a low of $15 5/8
per share. The closing market price of such shares as of December 31, 1996, was
$25 1/8 per share. In recognition of White River's demand registration rights
with respect to its shares of Cross Timbers common stock, White River began
carrying its interest in Cross Timbers at market value effective September 30,
1995, upon the adoption of SFAS No. 115. Accordingly, White River's interest in
Cross Timbers was carried at $60.8 million and $47.3 million under the caption
investment securities in the accompanying consolidated statement of financial
condition as of December 31, 1996, and 1995, respectively.
White River recognized dividend income of $0.8 million for each of the years
ended December 31, 1996, 1995 and 1994, from its interest in Cross Timbers.
There can be no assurance that Cross Timbers will continue to pay dividends on
its common stock at this level, or if dividends will be paid at all.
The energy and natural resources industries, particularly the oil and natural
gas industries, are highly competitive, require significant capital
expenditures, and are subject to extensive regulation at both the national and
local levels. Unpredictable fluctuations in the prices of oil, natural gas and
other natural resources, as well as changes in the level of development and
production expenditures by the operators of companies in this sector, generally
affect the market price of the securities of such companies. For these reasons,
among others, management believes that the value of its interest in Cross
Timbers may be subject to additional market price volatility not applicable to
the securities markets in general.
NWA Partners is a limited partnership formed during 1989 under the laws of the
- ------------
State of California for the purpose of investing in Northwest Airlines
Corporation ("Northwest Airlines") equity securities. During December 1993, NWA
Partners entered into a stockholders' agreement (the "NWA Stockholders'
Agreement") with the participants in the Northwest Airlines leveraged buyout
(the "Northwest LBO"), which, among other things, restricted transfer of most of
the shares of Northwest Airlines common stock held by the parties to the
Northwest LBO until June 1997. NWA Partners has an original term of ten years,
which is extendable at the discretion of the general partner for up to two
additional years.
White River acquired its interest in NWA Partners in connection with the
Capitalization. White River's interest in NWA Partners represented approximately
21% of partnership assets as of December 31, 1996 and 1995. During the year
ended December 31, 1995, White River received distributions totaling $3.5
million from NWA Partners, resulting in pretax net investment gains of $2.8
million. These distributions represented White River's share of the proceeds
from the sale of a portion of NWA Partners' assets. As of December 31, 1996, NWA
Partners' remaining assets consisted primarily of 4.7 million shares of
Northwest Airlines Class A common stock, par value $0.01 per share (the
"Northwest Common Stock"), 1,727 shares of Northwest Airlines Series B Preferred
Stock, stated value $50,000 per share (the "Northwest Preferred Stock"), and
approximately 0.7 million shares of Northwest Common Stock subject to a call
option at a strike price of $18.75 per share, payable in shares of Northwest
Preferred Stock. The Northwest Preferred Stock accrues dividends at 8% per
annum. Payment of dividends that accrue through August 1998 is deferred until
the final redemption of the Northwest Preferred Stock in August 2003.
14
<PAGE>
WHITE RIVER CORPORATION AND SUBSIDIARIES
Prior to the adoption of SFAS No. 115, White River valued its interest in NWA
Partners based upon its estimate of fair value determined with due consideration
given to the current market value of the unrestricted Northwest Common Stock and
the estimated value of the Northwest Preferred Stock. To arrive at fair value,
White River applied a significant discount to such values due to liquidity
restrictions caused in part by restrictions on transfer imposed by the NWA
Stockholders' Agreement as well as the partnership terms of NWA Partners. Upon
the adoption of SFAS No. 115, White River began to carry its interest in NWA
Partners at its adjusted cost, which was determined to be its carrying value at
the date of adoption. Accordingly, the carrying value of White River's interest
in NWA Partners as of December 31, 1996 and 1995, was $21.8 million, as compared
to management's estimate of fair value which was $32.5 million and $27.3
million, respectively.
Since the passage of the Airline Deregulation Act of 1978, the airline industry
has been characterized by strong competition and industry consolidation. A
number of airlines have filed for bankruptcy and/or ceased operations. Airlines
offer discount fares, a wide range of schedules, frequent flyer mileage
programs, and ground and in-flight services as competitive tools to attract
passengers and increase market share. Because of the relative ease with which
U.S. carriers can enter new markets, each carrier's domestic service is subject
to potential increases in competition from other air carriers, the extent and
effect of which cannot be predicted. The airline industry is subject to
substantial price competition as U.S. carriers are free to determine domestic
pricing policies without government regulation. Domestic price competition has
accelerated the efforts of airline management to reduce costs and improve
productivity. Although the U.S. government retains authority over international
fares, such fares are also subject to the jurisdiction of the foreign countries
being served. For these reasons, among others, White River's management believes
that the value of its interest in NWA Partners may be subject to additional
price volatility not applicable to the securities markets in general.
Insurance-Related Services
Revenues from insurance-related services totalled $131.0 million and $115.5
million for the years ended December 31, 1996 and 1995, and $53.9 million for
the period from the date of the acquisition of CCC by White River (June 1994)
through December 31, 1994. The 13.4% increase in CCC's revenues during 1996
reflects additional collision estimating software licensing, the processing of
additional outsourced claims by new and existing customers, as well as higher
demand for valuation services. CCC's revenues of $58.9 million for the last six
months of 1995 represented an increase of 9.2% over the comparable period in
1994 due primarily to new customers for CCC's collision estimating software and
network communications products, offset in part by a decrease in Total Loss
valuation service revenues. The decline in Total Loss revenues in 1995 was
partially attributable to the MacLean Hunter litigation.
On a stand-alone basis, CCC reported net income before accretion and dividends
on preferred stock of $14.8 million and $1.3 million for the years ended
December 31, 1996 and 1995, respectively. For the period from the date of the
acquisition of CCC by White River through December 31, 1994, CCC reported net
income from continuing operations before accretion and dividends on preferred
stock of $1.7 million. The 1995 results include the $4.5 million pretax
provision for loss relating to the MacLean Hunter litigation claim. White
River's adjustment for the goodwill and purchased software related to the CCC
acquisition, as well as the noncontrolling shareholders' interest in the
earnings of CCC during the 1996 period, reduced net income by
15
<PAGE>
WHITE RIVER CORPORATION AND SUBSIDIARIES
$14.8 million, $9.0 million and $4.4 million for the years ended December 31,
1996 and 1995, and for the period from the date of the acquisition of CCC by
White River through December 31, 1994, respectively.
As a result of the CCC IPO, White River recognized a noncontrolling interest in
the net assets of CCC. As of December 31, 1996, such noncontrolling interest
totalled $19.0 million. The minority interest in CCC as of December 31, 1995,
represents a recoverable balance which was not reflected in the consolidated
statements of financial condition at such date because the minority interest did
not guarantee the obligations of CCC nor was it otherwise committed to provide
further financial support.
Other Services
Until August 1994, CCC, through various subsidiaries and related businesses
("Faneuil"), provided customer satisfaction surveys, credit card registration,
telemarketing sales and research, computer time-sharing and certain related
activities. During August 1994, CCC sold Faneuil to a group of investors, which
includes members of Faneuil management (including a former CCC director), for
net cash and other consideration of $6.2 million. On a stand-alone basis, CCC
reported a $3.6 million gain from discontinued operations, net of income taxes,
as a result of the sale of Faneuil. For purposes of White River's consolidated
financial statements, such gain was reflected during the year ended December 31,
1994, as a reduction of the goodwill recorded by White River upon the
acquisition of CCC.
Income Taxes
Valuation Allowance
The Company provides for deferred income taxes which reflect the effects of
temporary differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for income tax purposes.
Furthermore, deferred tax assets are recorded net of a valuation allowance if
management believes that it is more likely than not that some portion or all of
the deferred tax assets will not be realized.
As of December 31, 1993, White River had deferred tax assets totaling $16.6
million consisting primarily of the excess of White River's tax basis over its
GAAP carrying value for certain investments. Due to the absence of capital gains
(both realized and unrealized) which would allow recognition of such deferred
tax benefits, management determined that a valuation allowance for the full
amount of such deferred tax assets was necessary as of December 31, 1993. During
1994, White River recorded pretax net investment gains of $49.7 million.
Accordingly, management determined that by December 31, 1994, a valuation
allowance was no longer necessary thus reducing reported income taxes for the
year ended December 31, 1994, by $16.6 million.
As of December 31, 1995, CCC carried a valuation allowance of $5.0 million
against future income tax benefits which were not recognized for book purposes
due to the existence of historical operating losses and the resulting
uncertainties regarding the availability of future taxable income. CCC reduced
valuation allowances by $4.7 million thus reducing its stand-alone income tax
expense in 1996 as a result of its successful recapitalization, through the CCC
IPO, and its demonstrated pattern of profitability. White River treated its
16
<PAGE>
WHITE RIVER CORPORATION AND SUBSIDIARIES
share of the reversal of these CCC tax benefits as a reduction of its goodwill
relating to the CCC acquisition. CCC's remaining valuation allowance of $0.3
million as of December 31, 1996, pertains to capital loss carry forwards, the
realization of which is not assured.
Liquidity and Capital Resources
White River
As of December 31, 1996, the Company had consolidated cash and cash equivalents
of $188.4 million, of which $179.0 million relates to balances held by White
River. White River's primary sources of additional cash include sales of
investments, interest earned on cash equivalents and dividends earned on
investments. For the foreseeable future, White River does not expect to receive
cash dividends on its holdings of CCC Common Stock, and, based upon the terms of
the CCC Preferred Stock, further dividends will not begin to accrue until June
1998. White River has not made any formal or informal commitment to make
additional investments in or advances to CCC.
The White River Board has not declared, and currently does not intend to
declare, ordinary periodic dividends on the Common Stock. However, the White
River Board intends to reevaluate from time to time the declaration of dividends
with due consideration given to the financial characteristics of White River's
remaining investments, its continuing operations and the amount and regularity
of its cash flows as of that time. There can be no assurance as to when or
whether the White River Board will declare any such dividends.
During the year ended December 31, 1996, the Company repurchased approximately
28,000 shares of Common Stock for an aggregate cost of $1.1 million. Cumulative
share repurchases during the period from the Distribution through December 31,
1996, totalled approximately 1,495,000 shares of Common Stock at an aggregate
cost of $48.9 million. As of December 31, 1996, White River may repurchase an
additional 523,000 shares of Common Stock under its existing share repurchase
authorization. The White River Board intends to consider the level of capital
available to White River in light of prospects for the acquisition of operating
interests. If, as the result of such analysis, it is determined that stockholder
value would best be enhanced through the return of capital to stockholders,
White River may distribute to stockholders, through share repurchases or other
means approved by the White River Board, funds which the White River Board
concludes are in excess of the capital needs of White River's operations.
As part of the Capitalization, White River issued to Fund American 7,000 shares
of White River Series A Non-Participating Cumulative Preferred Stock, par value
$1.00 per share (the "Redeemable Preferred Stock"), which are entitled to
aggregate annual dividends of $0.5 million and must be redeemed during September
1998, at a redemption price of $1,000 per share. Fund American sold the
Redeemable Preferred Stock to two unaffiliated institutional investors at the
time of the Distribution.
During December 1993, White River and Fund American entered into the Credit
Agreement, which provided for a term loan and revolving credit facility. During
1995, White River repaid the entire $90.0 million balance due to Fund American
under the Credit Agreement by transferring to Fund American certain investments.
17
<PAGE>
WHITE RIVER CORPORATION AND SUBSIDIARIES
Management believes that available cash and funds generated from sales of
investments will be sufficient for White River to satisfy its working capital
requirements for the foreseeable future.
CCC
CCC's primary source of cash includes receipts of customer billings, which are
generally invoiced monthly in advance for EZEst units and Pathways subscriptions
and monthly in arrears for Total Loss and EZNet transactions. During the year
ended December 31, 1996, CCC generated net cash from operating activities of
$20.3 million, net of contract funding revenue amortization of $3.3 million. CCC
used $5.6 million, excluding noncash capital expenditures, to purchase equipment
and software and invested $9.0 million in marketable securities.
On August 21, 1996, CCC completed its initial public offering of common stock,
generating proceeds of $72.1 million, net of underwriters' discounts and related
equity issue costs. Proceeds from the offering of $36.1 million were used to
redeem approximately 87% of the CCC Preferred Stock at stated value plus accrued
dividends. In addition, proceeds from the offering of $28.0 million were used to
make principal repayments on long-term debt. The balance of CCC's principal
repayments during the year ended December 31, 1996, was generated from
operations.
On August 22, 1996, CCC secured a $20.0 million revolving credit facility
through a new commercial bank (the "New CCC Facility"). There have been no
borrowings under the New CCC Facility. Indebtedness under the New CCC Facility
would bear interest at either of two rates as selected by CCC: the London Inter-
Bank Offering Rate plus 1.5% per annum, or the prime rate. Following the
offering, CCC's principal liquidity requirements include its operating
activities, including product development, and its investments in internal and
customer capital equipment.
Under the New CCC Facility, CCC is, with certain exceptions, prohibited from
making certain sales or transfers of assets, incurring nonpermitted indebtedness
or encumbrances, and redeeming or repurchasing its capital stock, among other
restrictions. In addition, the New CCC Facility also requires CCC to maintain
certain levels of operating cash flow and interest expense coverage, and limits
CCC's ability to make capital expenditures and investments and declare
dividends.
Management believes that cash flows from operations and the New CCC Facility
will be sufficient to meet CCC's liquidity needs over the next 12 months. There
can be no assurance, however, that CCC will be able to satisfy its liquidity
needs in the future without engaging in financing activities beyond those
described above.
Item 8. Financial Statements and
Supplementary Data.
The information required by this item is contained under "WHITE RIVER
CORPORATION AND SUBSIDIARIES -- CONSOLIDATED FINANCIAL STATEMENTS" attached
hereto as ANNEX I.
18
<PAGE>
WHITE RIVER CORPORATION AND SUBSIDIARIES
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
None.
PART III
Item 10. Directors and Executive Officers of the Registrant.
The information required by this item is incorporated by reference to White
River's Notice of 1997 Annual Meeting of Stockholders and Proxy Statement, which
is expected to be sent to stockholders and filed with the Commission on or about
April 7, 1997.
Item 11. Executive Compensation.
The information required by this item is incorporated by reference to White
River's Notice of 1997 Annual Meeting of Stockholders and Proxy Statement, which
is expected to be sent to stockholders and filed with the Commission on or about
April 7, 1997.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
The information required by this item is incorporated by reference to White
River's Notice of 1997 Annual Meeting of Stockholders and Proxy Statement, which
is expected to be sent to stockholders and filed with the Commission on or about
April 7, 1997.
Item 13. Certain Relationships and Related Transactions.
The information required by this item is incorporated by reference to White
River's Notice of 1997 Annual Meeting of Stockholders and Proxy Statement, which
is expected to be sent to stockholders and filed with the Commission on or about
April 7, 1997.
19
<PAGE>
WHITE RIVER CORPORATION AND SUBSIDIARIES
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) Financial Statement Schedules
All financial statement schedules are omitted as they are
not applicable or the information required is included in
the consolidated financial statements or notes thereto.
(b) Reports on Form 8-K
None.
(c) Exhibits
*2.1 Purchase Agreement, dated as of April 15, 1994, among
White River Ventures, Inc. and Teachers Insurance and
Annuity Association of America, The Mutual Life
Insurance Company of New York, TCW Special Placements
Fund II, TCW Capital and BankAmerica Capital
Investments (Current Report on Form 8-K dated April
15, 1994, File No. 0-22604 -- Exhibit 2.1).
*2.1 (a) Index of Omitted Schedules; Agreement to Furnish Upon
Request (Current Report on Form 8-K dated April 15,
1994, File No. 0-22604 -- Exhibit 2.1(a)).
*2.2 Reorganization Agreement, dated as of June 16, 1994,
between InfoVest Corporation and White River Ventures,
Inc. (Current Report on Form 8-K dated June 16, 1994,
File No. 0-22604 -- Exhibit 2.1).
*2.2 (a) Index of Omitted Schedules; Agreement to Furnish Upon
Request (Current Report on Form 8-K dated June 16,
1994, File No. 0-22604 -- Exhibit 2.1(a)).
*2.3 Stock and Asset Purchase Agreement, dated as of August
25, 1994, by and among InfoVest Corporation and Credit
Card Service Corporation and Faneuil, Inc., New
Service, Inc. and Faneuil ISG, Inc. (Current Report on
Form 8-K dated August 25, 1994, File No. 0-22604 --
Exhibit 2.1).
*2.3 (a) Index of Omitted Exhibits and Schedules; Agreement to
Furnish Upon Request (Current Report on Form 8-K
dated August 25, 1994, File No. 0-22604 -- Exhibit
2.1(a)).
*3.1 Restated Certificate of Incorporation of the
Registrant as filed with the Secretary of State of the
State of Delaware (Form 10, File No. 0-22604 --
Exhibit 3.1).
*3.2 By-Laws of the Registrant (Form 10, File No. 0-22604
-- Exhibit 3.2).
*4.1 Rights Agreement between the Registrant and First
Chicago Trust Company of New York, as Rights Agent
(Form 8-A, File No. 0-22604 -- Exhibit 1).
20
<PAGE>
WHITE RIVER CORPORATION AND SUBSIDIARIES
*4.2 Certificate of Designations of Series A,
Non-Participating Cumulative Preferred Stock (Form 10,
File No. 0-22604 -- Exhibit 4.2).
*4.3 Certificate of Designations of Series B, Participating
Cumulative Preferred Stock (Form 10-K for the year
ended December 31, 1993, File No. 0-22604 -- Exhibit
4.3).
*4.4 White River Common Stock Certificate (Form 10-K for
the year ended December 31, 1993, File No. 0-22604 --
Exhibit 4.4).
*10.1 1993 Incentive Compensation Plan of the Registrant
adopted on September 24, 1993 (Form 10, File No.
0-22604 -- Exhibit 10.1).
*10.2 Voluntary Deferred Compensation Plan of the Registrant
adopted on September 24, 1993 (Form 10, File No.
0-22604 -- Exhibit 10.2).
*10.3 Deferred Benefit Plan of the Registrant adopted on
September 24, 1993 (Form 10, File No. 0-22604 --
Exhibit 10.3).
*10.4 Letter Agreement Evidencing Award of Performance Units
between the Registrant and Andrew Delaney (Form 10-K
for the year ended December 31, 1993, File No. 0-22604
-- Exhibit 10.4).
*10.5 Letter Agreement Evidencing Award of Performance Units
between the Registrant and Gordon S. Macklin (Form
10-K for the year ended December 31, 1993, File No.
0-22604 -- Exhibit 10.5).
*10.6 Credit Agreement dated as of December 13, 1993,
between the Registrant and Fund American Enterprises
Holdings, Inc. (Form 10-K for the year ended December
31, 1993, File No. 0-22604 -- Exhibit 10.6).
*10.7 Intercompany Services and Expense Sharing Agreement
dated as of September 24, 1993, between the Registrant
and Fund American Enterprises Holdings, Inc. (Form 10,
File No. 0-22604 -- Exhibit 10.8).
*10.8 First Amendment to the Deferred Benefit Plan of the
Registrant dated as of December 17, 1993 (Form 10-K
for the year ended December 31, 1993, File No. 0-22604
-- Exhibit 10.10).
*10.9 Stockholders' Agreement, dated as of June 16, 1994, by
and among CCC, White River Ventures, Inc. and the
Inside Stockholders of CCC identified on Exhibit A
thereto (Current Report on Form 8-K dated June 16,
1994, File No. 0-22604 -- Exhibit 10.1).
*10.10 Regulatory Contingency Agreement, dated as of June 16,
1994, between CCC and White River Ventures, Inc.
(Current Report on Form 8-K dated June 16, 1994, File
No. 0-22604 -- Exhibit 10.2).
*10.11 Registration Rights Agreement, dated as of May 23,
1995, between the Registrant and the Selling
Stockholders referred to therein (incorporated by
reference to Exhibit 10.1 to the Registrant's
Registration Statement on Form S-3 (File No.
33-93544).
11 Statement re Computation of Per Share Earnings
21 Subsidiaries of the Registrant
21
<PAGE>
WHITE RIVER CORPORATION AND SUBSIDIARIES
23.1 Consent of Ernst & Young LLP
23.2 Consent of Price Waterhouse LLP
24 Powers of Attorney
27 Financial Data Schedule
* Previously filed as indicated and incorporated herein by reference.
22
<PAGE>
WHITE RIVER CORPORATION AND SUBSIDIARIES
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.
White River Corporation
By: /s/ Robert T. Marto
---------------------------------
Robert T. Marto
President and
Chief Executive Officer
Date: March 26, 1997
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
Signature Title Date
- ---------------------- --------------------- --------------
*
- ----------------------
Gordon S. Macklin Chairman of the Board March 26, 1997
/s/ Robert T. Marto
- ----------------------
Robert T. Marto Director, President and
Chief Executive Officer March 26, 1997
*
- ----------------------
Andrew Delaney Director March 26, 1997
*
- ----------------------
Patrick M. Byrne Director March 26, 1997
/s/ Brian P. Zwarych
- ----------------------
Brian P. Zwarych Chief Financial Officer March 26, 1997
and Treasurer
*By: /s/ Robert T. Marto
---------------------------------
Robert T. Marto, Attorney-in-Fact
23
<PAGE>
WHITE RIVER CORPORATION AND SUBSIDIARIES
ANNEX I
CONSOLIDATED FINANCIAL STATEMENTS
<PAGE>
WHITE RIVER CORPORATION AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Financial Statements
Consolidated Statements of Financial Condition................. F-1
Consolidated Statements of Operations.......................... F-2
Consolidated Statements of Stockholders' Equity................ F-3
Consolidated Statements of Cash Flows.......................... F-4
Notes to Consolidated Financial Statements..................... F-5
Report on Management's Responsibilities........................ F-31
Report of Ernst & Young LLP.................................... F-32
Report of Price Waterhouse LLP................................. F-33
All financial statement schedules are omitted as they are not applicable or the
information required is included in the consolidated financial statements or
notes thereto.
<PAGE>
WHITE RIVER CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Dollars in thousands, December 31,
except per share amounts 1996 1995
- --------------------------------------------------------------------------------
<S> <C> <C>
Assets
Cash and cash equivalents $188,365 $139,245
Investment securities, at market value (adjusted
cost: $42,892 and $35,356) 72,699 48,154
Accounts receivable, less allowances of $1,942
and $1,472 10,661 9,899
Other current assets 4,545 4,583
-------- --------
Total current assets 276,270 201,881
Other investments, at adjusted cost (fair value:
$39,813 and $34,495) 26,420 28,103
Goodwill, less accumulated amortization of
$14,675 and $9,489 23,730 34,806
Purchased software and equipment, net 20,478 25,791
Deferred income tax asset 6,410 4,070
Other assets 1,204 2,104
-------- --------
Total assets $354,512 $296,755
==============================================================================
Liabilities
Accounts payable and accrued expenses $21,334 $21,197
Deferred revenues 5,709 5,063
Current portion of contract funding 123 3,328
Current portion of notes payable and other debt 120 7,660
-------- --------
Total current liabilities 27,286 37,248
Deferred income tax liability 21,867 17,961
Noncontrolling interest in net assets of
subsidiary 18,950 --
Notes payable and other debt 111 27,220
Other liabilities 22,591 12,790
-------- --------
Total liabilities 90,805 95,219
-------- --------
Redeemable preferred stock 7,175 8,275
-------- --------
Stockholders' equity
Series B, Participating Cumulative Preferred
Stock - par value $1.00
per share; 50,000 shares designated; none issued -- --
Common stock - par value $0.01 per share;
62,500,000 shares authorized; 6,370,000 shares issued 64 64
Common paid-in surplus 249,546 199,936
Retained earnings 36,438 32,693
Net unrealized investment gains, net of tax 19,358 8,319
Common stock in treasury, at cost (1,495,244 and
1,467,079 shares) (48,874) (47,751)
-------- --------
Total stockholders' equity 256,532 193,261
-------- --------
Total liabilities, redeemable preferred stock
and stockholders' equity $354,512 $296,755
</TABLE>
==============================================================================
The accompanying notes are an integral part of these consolidated financial
statements.
F-1
<PAGE>
WHITE RIVER CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
In thousands, Year Ended December 31,
---------------------------------------
except per share amounts 1996 1995 1994
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Revenues
Insurance-related services $130,977 $115,519 $ 53,922
Investment income 8,984 8,276 6,829
Other revenue 5,437 -- 1,788
-------- -------- --------
Total revenues 145,398 123,795 62,539
-------- -------- --------
Operating expenses
Compensation and benefits 63,725 51,781 26,302
Write-off of purchased in-process
research and development -- -- 27,582
Other operating expenses 75,805 75,429 33,379
-------- -------- --------
Total operating expenses 139,530 127,210 87,263
-------- -------- --------
Operating income (loss) 5,868 (3,415) (24,724)
-------- -------- --------
Net investment gains
Net realized investment gains 16,150 25,037 26,722
Change in net unrealized investment
gains and losses -- 11,218 22,956
-------- -------- --------
Net investment gains 16,150 36,255 49,678
-------- -------- --------
Interest expense 2,562 8,936 6,464
-------- -------- --------
Pretax income 19,456 23,904 18,490
Income tax expense (benefit) 14,306 7,909 (8,580)
-------- -------- --------
Income before extraordinary item 5,150 15,995 27,070
Extraordinary loss on early retirement of
debt, net of tax of $437 678 -- --
-------- -------- --------
Net income 4,472 15,995 27,070
Dividends and accretion on redeemable
preferred stock 727 585 530
-------- -------- --------
Net income applicable to common stock $3,745 $15,410 $26,540
======== ======== ========
Primary income per common share:
Income before extraordinary item $0.91 $2.94 $4.47
Net income applicable to common stock $0.77 $2.94 $4.47
Fully-diluted income per common share:
Income before extraordinary item $0.85 $2.84 $4.38
Net income applicable to common stock $0.72 $2.84 $4.38
================================================================================
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-2
<PAGE>
WHITE RIVER CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
Net
Common Retained unrealized Common
Common paid-in Earnings investment stock in
Dollars in thousands Total stock surplus (deficit) gains treasury
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Balances as of December 31, 1993 $187,863 $64 $199,936 $(9,257) $ -- $ (2,880)
Net income 27,070 27,070
Dividends and accretion on
redeemable preferred stock (530) (530)
Repurchases of 612,895 shares of
Common Stock (19,177) (19,177)
-------------------------------------------------------------------------
Balances as of December 31, 1994 195,226 64 199,936 17,283 -- (22,057)
Net income 15,995 15,995
Dividends and accretion on
redeemable preferred stock (585) (585)
Adoption of SFAS No. 115, effective
September 30, 1995, net of tax 2,484 2,484
Change in unrealized investment gains
and losses, net of tax 5,835 5,835
Repurchases of 762,410 shares of
Common Stock (25,694) (25,694)
-------------------------------------------------------------------------
Balances as of December 31, 1995 193,261 64 199,936 32,693 8,319 (47,751)
Net income 4,472 4,472
Dividends and accretion on
redeemable preferred stock (727) (727)
Change in unrealized investment gains
and losses, net of tax 11,039 11,039
Repurchases of 28,165 shares of
Common Stock (1,123) (1,123)
Effects of initial public offering of
CCC Common Stock, net of tax 49,506 49,506
Other, net 104 104
-------------------------------------------------------------------------
Balances as of December 31, 1996 $256,532 $64 $249,546 $36,438 $19,358 $(48,874)
===================================================================================================================
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-3
<PAGE>
WHITE RIVER CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
In thousands Year Ended December 31,
----------------------------
1996 1995 1994
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Net income $ 4,472 $ 15,995 $ 27,070
Adjustments to reconcile net income to net cash
and cash equivalents provided from (used for)
operations:
Net investment gains (16,150) (36,255) (49,678)
Amortization and depreciation of purchased
software and equipment 12,213 14,170 7,246
Repayment of contract funding balances (3,340) (10,249) (8,208)
Deferred income tax expense (benefit) (3,358) 9,002 (14,100)
Amortization of goodwill 5,186 6,194 3,295
Extraordinary loss on early retirement of
debt, net of tax 678 -- --
Change in accounts payable and accrued
expenses 202 6,030 (9,702)
Change in other liabilities 9,935 1,990 6,144
Write-off of purchased in-process research
and development -- -- 27,582
Other, net 1,933 3,117 3,353
-------- -------- --------
Net cash and cash equivalents provided from
(used for) operations 11,771 9,994 (6,998)
-------- -------- --------
Cash flows provided from investing activities:
Proceeds from sales of investments 21,106 29,921 91,635
Purchases of investments (11,005) -- (2,629)
Purchases of software and equipment (5,568) (3,003) (2,127)
Proceeds from Faneuil Sale, net of expenses -- 500 5,729
Purchase of CCC, net of cash received -- -- (34,696)
Sale of joint venture interest -- -- 6,883
Purchase of joint venture interest -- -- (6,774)
Other, net (97) 48 164
-------- -------- --------
Net cash and cash equivalents provided from
investing activities 4,436 27,466 58,185
-------- -------- --------
Cash flows provided from (used for) financing
activities:
Proceeds from CCC IPO, net of underwriters'
discounts 73,795 -- --
Proceeds from notes payable and other debt 10,750 44,000 4,370
Payment of equity and debt issue costs (2,053) -- --
Repurchases of Common Stock (1,188) (25,652) (22,057)
Redemption of redeemable preferred stock,
including accrued dividends (1,354) -- --
Principal payments on notes payable and
other debt (46,740) (11,101) --
Dividends paid on redeemable preferred
stock (473) (473) (473)
Other, net 176 26 (391)
-------- -------- --------
Net cash and cash equivalents provided from
(used for) financing activities 32,913 6,800 (18,551)
-------- -------- --------
Net increase in cash and cash equivalents
during period 49,120 44,260 32,636
Cash and cash equivalents balance at
beginning of period 139,245 94,985 62,349
-------- -------- --------
Cash and cash equivalents balance at end of
period $188,365 $139,245 $ 94,985
================================================================================
Supplemental information:
Income taxes refunded (paid) $(12,690) $ 943 $ (5,526)
Interest paid $ 2,573 $ 7,324 $ 4,424
Non-cash equipment financing $ 1,341 $ 888 $ 439
Exchanges of investments in settlement of
notes payable and other debt $ -- $ 90,000 $ --
Exchanges of investment securities $ -- $ -- $ 3,619
================================================================================
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-4
<PAGE>
WHITE RIVER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. ORGANIZATION
White River Corporation (together with its wholly-owned subsidiaries, unless the
context requires otherwise, "White River" or, together with all of its
subsidiaries, the "Company") commenced operations in its present form on
September 24, 1993, concurrent with the purchase and other transfer of selected
assets and the assumption of certain liabilities (collectively, the
"Capitalization") from its former parent company, Fund American Enterprises
Holdings, Inc. and certain of its subsidiaries (together, "Fund American").
Prior to the Capitalization, White River served as the holding company for Fund
American's investment management subsidiaries, and essentially inactive
insurance subsidiaries. On December 22, 1993 (the "Distribution Date"), Fund
American distributed (the "Distribution") approximately 75% of the outstanding
shares of White River common stock, par value $0.01 per share (the "Common
Stock"), to all holders of Fund American common stock.
As more fully discussed in Note 3, during June 1994, White River completed its
acquisition of a majority of the total outstanding common stock, par value $0.10
per share (the "CCC Common Stock"), of CCC Information Services Group Inc.,
formerly InfoVest Corporation, (together with its subsidiaries, unless the
context requires otherwise, "CCC"). CCC, through CCC Information Services Inc.
and certain other subsidiaries, is a supplier of automobile claims information
and processing, claims management software and communication services. As of
December 31, 1996, White River held approximately 37% of the total outstanding
shares of CCC Common Stock and shares of CCC preferred stock that continue to
provide White River with a majority of the voting power associated with CCC's
total outstanding voting stock.
Based upon the composition of its assets at the time of the Capitalization,
White River met the definition of an investment company (an "Investment
Company") under the Investment Company Act of 1940 (the "Investment Company
Act"). In anticipation of the Distribution, White River submitted an application
to the Securities and Exchange Commission (the "Commission") seeking exemptive
relief from various provisions of the Investment Company Act. During December
1993, White River received from the Commission a temporary exemption (the
"Exemptive Order") from registering as an Investment Company. As such, White
River was exempted from some, but not all, of the provisions of the Investment
Company Act for a period of up to two years from the date of such Exemptive
Order. During October 1995, White River filed a report with the Commission which
concluded, effective September 30, 1995, that White River no longer met the
definition of an Investment Company. Accordingly, White River no longer needs to
rely upon the relief provided by the Exemptive Order. Since the filing of such
report, White River has conducted and intends to continue to conduct its
business operations so as to avoid having to register as an Investment Company
under the Investment Company Act.
F-5
<PAGE>
WHITE RIVER CORPORATION AND SUBSIDIARIES
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The accompanying consolidated financial statements include the accounts of White
River and its subsidiaries, including those of CCC from the effective date of
the acquisition of CCC by White River. The consolidated financial statements
have been prepared in accordance with generally accepted accounting principles
("GAAP"). All significant intercompany balances have been eliminated in
consolidation. The consolidated financial statements include all adjustments
considered necessary by management to fairly present the financial condition,
results of operations and cash flows of the Company. Certain prior period
balances have been reclassified to conform to current financial statement
presentation.
The preparation of financial statements in conformity with GAAP requires
management to make estimates and assumptions that affect the reported amount of
assets and liabilities as well as the disclosure of contingent assets and
liabilities as of the date of the financial statements. Such estimates also have
a pervasive affect upon the reported amounts of revenues and expenses reflected
in the consolidated statements of operations. Actual results could differ from
these estimates.
Cash and cash equivalents
Cash and cash equivalents as of December 31, 1996 and 1995, consist primarily of
interest-bearing deposits with maturities of six days or less. The majority of
such deposits are held by major banking institutions.
Accounts Receivable
Accounts receivable include amounts, net of allowances, totaling $8.7 million
and $8.4 million, which were due from insurance companies as of December 31,
1996 and 1995, respectively.
The allowance for doubtful accounts totalled $0.7 million as of January 1, 1994.
The provision for doubtful accounts totalled $3.8 million, $2.3 million and $0.4
million for the years ended December 31, 1996 and 1995, and for the period from
the acquisition of CCC by White River through December 31, 1994, respectively.
Accounts receivable written-off, net of recoveries, totalled $3.3 million, $1.7
million and $0.2 million for the years ended December 31, 1996 and 1995, and for
the period from the acquisition of CCC by White River through December 31, 1994,
respectively.
Investments
Based on the composition of its assets at the time of the Capitalization, White
River met the definition of an Investment Company under the Investment Company
Act. Accordingly, White River's accounting policies regarding the carrying value
of investments, as well as the treatment of changes in net unrealized gains and
losses relating to investments held, conformed to GAAP for Investment Companies
until such time as White River ceased to meet the definition of an Investment
Company. As discussed in Note 1, effective September
F-6
<PAGE>
WHITE RIVER CORPORATION AND SUBSIDIARIES
30, 1995, White River no longer meets the definition of an Investment Company.
Accordingly, White River adopted the provisions of Statement of Financial
Accounting Standards ("SFAS") No. 115, "Accounting for Certain Investments in
Debt and Equity Securities" as of such date. As a result of the adoption of SFAS
No. 115, the carrying value of White River's interest in Cross Timbers Oil
Company ("Cross Timbers") common stock increased by $3.8 million to reflect the
undiscounted market value of such interest as of September 30, 1995. Such
increase totalled $2.5 million net of tax and was recorded directly as a
separate component of stockholders' equity.
Investments classified by White River as investment securities include certain
common shares, trust units and debt securities that are not restricted by
contract or governmental statute or regulation as to resale and which have
established fair market values. Investment securities as of December 31, 1996,
include White River's interest in Cross Timbers common stock due to White
River's demand registration rights relating to such securities. Prior to
September 30, 1995, investment securities were carried at market value and
changes in net unrealized gains and losses were included in net income.
Effective September 30, 1995, investment securities continue to be carried at
market value, however, changes in net unrealized gains and losses are reported
net of tax as a separate component of stockholders' equity. White River
considers its investment securities to be available for sale.
Prior to September 30, 1995, investments classified by White River as other
investments included certain securities and partnership interests having no
established market value and carried at internally appraised values, certain
convertible securities having no established market value and carried at
internally appraised values based upon their conversion features, and certain
securities which, due to restrictions regarding resale, were carried at a
discount to the quoted market value for similar unrestricted securities. Upon
the adoption of SFAS No. 115, securities which continue to be classified by
White River as other investments are carried at adjusted cost, which reflects
such securities' carrying value immediately preceding the adoption of SFAS No.
115. White River's internal valuation techniques are intended to provide good
faith estimates of the fair values of the underlying securities for which
objective market valuations are unavailable. The actual amounts realized on
disposition of these other investments may differ significantly from such good
faith estimates due to changes in facts and circumstances which occur or become
quantifiable subsequent to the time that such estimates are made, particularly
because changes in estimated fair value of these securities that occur
subsequent to September 30, 1995, will not be reflected in such securities'
carrying values unless the change represents a decline in value which is deemed
to be other than temporary in nature. Prior to September 30, 1995, changes in
net unrealized gains and losses relating to other investments were included as a
component of net income.
Purchases and sales of investments are recorded as of the trade date. Realized
gains and losses resulting from sales of investments are accounted for using the
specific identification method. Interest income on debt securities and interest-
bearing cash and cash equivalents is recognized when earned and dividends on
investments are recognized as of the ex-dividend date.
Goodwill
Goodwill represents the excess of the acquisition cost of CCC, including
liabilities assumed, over the fair value
F-7
<PAGE>
WHITE RIVER CORPORATION AND SUBSIDIARIES
of the net assets acquired. Goodwill is amortized on a straight-line basis over
its expected economic life of seven years. The original goodwill recorded in
connection with the acquisition of CCC by White River has been adjusted to
reflect subsequent changes in the cost of acquiring CCC and to reflect the
reversal of certain deferred tax asset valuation allowances relating to CCC.
The carrying value of goodwill is periodically reviewed by management and a
write-down for permanent impairment would be recognized if and when the expected
cash flows relating to these assets indicate that such carrying value is not
recoverable.
Purchased Software and Equipment
Purchased software is stated at cost, net of accumulated amortization.
Amortization is provided on a straight-line basis over estimated useful lives
ranging from two to five years. Equipment is stated at cost, net of accumulated
depreciation. Depreciation is provided on a straight-line basis over estimated
useful lives ranging from two to 15 years.
The carrying value of purchased software and equipment is periodically reviewed
by management and a write-down for permanent impairment would be recognized if
and when the expected cash flows derived from these assets indicate that such
carrying value is not recoverable.
Contract Funding
The right to receive future revenue streams under certain end-user collision
estimating contracts (the "Contracts") have been discounted and sold to various
investors ("Contract Funding"). Cash proceeds from a sold Contract equals the
Contract's future revenue stream, discounted at a rate of approximately 14% per
annum, less, for certain Contracts, investor reserves for customer
nonperformance under the Contracts. Sales proceeds and related interest expense
are recognized as revenue and interest expense, respectively, over the life of
the Contract. CCC no longer utilizes Contract Funding as a source of financing.
Revenue Recognition
Insurance-related services revenue, including vehicle valuation, claims
management and other service revenues, are recognized as services are provided.
During the years ended December 31, 1996 and 1995, and for the period from the
date of the acquisition of CCC by White River through December 31, 1994, 69%,
70% and 73%, respectively, of total insurance-related services revenue were
attributable to the insurance industry.
Incentive Compensation
White River ratably recognizes expense relating to its long-term incentive and
director compensation plans over the applicable service periods based upon
projected future payments under these plans. For this purpose, such projected
future payments are determined using the current end-of-period market price of
the Common
F-8
<PAGE>
WHITE RIVER CORPORATION AND SUBSIDIARIES
Stock.
Research and Development Costs
Research and development costs incurred by CCC, principally in connection with
the design and development of software products, are expensed as incurred. Such
expenses incurred by CCC (excluding purchased in-process research and
development projects) of $4.3 million, $3.5 million and $1.4 million are
reflected in the accompanying consolidated statements of operations for the
years ended December 31, 1996 and 1995, and for the period from the acquisition
of CCC by White River through December 31, 1994, respectively.
Software development costs, if material, are capitalized when sufficient
evidence exists that technological feasibility has been established.
Technological feasibility is considered to be established upon completion of a
working model. The time period during which costs would be capitalized, from the
point of attaining technological feasibility until the time of general product
release, is very short and, consequently, the amounts that could be capitalized
are not material to the Company's consolidated financial position or results of
operations.
The estimated value of purchased in-process research and development projects
acquired by White River in connection with the acquisition of CCC by White River
was immediately written-off since the technological feasibility of the related
products had not yet been established and such costs had no apparent alternative
future use.
Income taxes
White River and its qualifying subsidiaries file a consolidated Federal income
tax return, and CCC and its qualifying subsidiaries file their own consolidated
Federal income tax return. The consolidated income tax provision for book
purposes is computed by combining the separate tax provisions of White River and
CCC.
The Company provides for deferred income taxes which reflect the tax effects of
temporary differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for income tax purposes. In
this context, the tax effect is measured using the statutory tax rate expected
to apply to taxable income in the periods in which the deferred tax liability or
asset is expected to be settled or realized. Furthermore, deferred tax assets
are recorded net of a valuation allowance if it is more likely than not that
some portion or all of the deferred tax assets will not be realized. White
River's and CCC's deferred tax assets and liabilities are not netted for
financial reporting purposes.
Issuance of Subsidiary Stock
White River records the gain or loss associated with issuances of subsidiary
stock as a component of consolidated stockholders' equity within the caption
Common Paid-in Surplus.
F-9
<PAGE>
WHITE RIVER CORPORATION AND SUBSIDIARIES
Book value per common and common equivalent share
The calculation of book value per common and common equivalent share reflects
the potentially dilutive effects of White River's outstanding incentive and
directors' compensation awards. In the calculation of book value per common and
common equivalent share: (i) the numerator is the sum of stockholders' equity
and the tax benefit which would result from the settlement of outstanding
performance units, directors' compensation awards and balances within White
River's retirement plans with shares of Common Stock, based upon the current
market price of the Common Stock and assuming a statutory tax rate of 35%, and
(ii) the denominator is the sum of the shares of Common Stock outstanding and
shares deemed issued in settlement of outstanding performance units, directors'
compensation awards and balances within such retirement plans. See Note 9 for a
discussion of White River's retirement plans and Notes 10 and 11 for a
discussion of the incentive and directors' compensation plans which gives rise
to White River's potentially dilutive securities.
Income per common share
The calculation of primary income per common share is computed by dividing
income before extraordinary item and net income applicable to common stock for
the years ended December 31, 1996, 1995 and 1994, by the weighted average number
of outstanding shares of Common Stock for such periods, which was 4.9 million,
5.2 million and 5.9 million shares, respectively. The calculation of fully-
diluted income per common share is computed by dividing net income applicable to
common stock for the years ended December 31, 1996, 1995 and 1994, by the sum of
the weighted average number of outstanding shares of Common Stock and common
stock equivalents for such periods, which was 5.2 million, 5.4 million, and 6.1
million shares, respectively. No dividends were declared on shares of Common
Stock during such periods.
Adoption of Accounting Standards
In March 1995, the Financial Accounting Standards Board (the "FASB") issued SFAS
No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of". SFAS No. 121 establishes standards of financial
accounting and reporting for the impairment of long-lived assets, certain
identifiable intangibles, and related goodwill. Under the provisions of SFAS No.
121, companies are required to review such assets for impairment whenever events
or changes in circumstances indicate that the carrying amount of such assets may
not be recoverable. SFAS No. 121 is effective for financial statements for
fiscal years beginning after December 15, 1995. The Company adopted SFAS No. 121
effective January 1, 1996. Such adoption did not have a material effect upon the
financial condition or operating results of the Company.
In October 1995, the FASB issued SFAS No. 123, "Accounting for Stock-Based
Compensation", which provides alternative standards of financial accounting for
stock-based employee compensation arrangements such as stock options. SFAS No.
123, which is effective for transactions entered into after December 15, 1995,
also requires disclosure of the proforma effects of applying the fair value
based model prescribed by SFAS No. 123 if the reporting entity decides to
continue to apply the intrinsic value based model allowed under existing GAAP.
White River has not yet issued stock options and CCC has continued to apply the
intrinsic value based method. The proforma effects upon reported net income
assuming CCC had adopted the fair value based model of
F-10
<PAGE>
WHITE RIVER CORPORATION AND SUBSIDIARIES
accounting for stock options were insignificant.
NOTE 3. CCC
Subdebt Acquisition and CCC Reorganization
In accordance with its plan to acquire a controlling financial interest in CCC
and pursuant to a purchase agreement dated as of April 15, 1994, among White
River and the sellers referred to therein, White River purchased (the "Subdebt
Acquisition") for an aggregate purchase price of $39.5 million: (i) subordinated
notes of CCC (the "Notes") in the aggregate principal amount of $41.7 million,
(ii) shares representing approximately 15% of the then total outstanding shares
of CCC Common Stock, and (iii) warrants to purchase CCC Common Stock and CCC
preferred stock (the "Warrants").
Pursuant to a reorganization agreement dated as of June 16, 1994 (the "CCC
Reorganization Agreement"), between White River and CCC, White River exchanged
the Notes and the Warrants for: (i) newly issued shares of CCC Common Stock
representing approximately 36% of the then total outstanding shares of CCC
Common Stock on a fully-diluted basis, (ii) 5,000 shares of CCC Series C
Cumulative Redeemable Preferred Stock, stated value $1,000 per share (the
"Series C Preferred Stock") and (iii) 32,538 shares of CCC Series D Cumulative
Redeemable Preferred Stock, stated value $1,000 per share (the "Series D
Preferred Stock", and together with the Series C Preferred Stock, the "CCC
Preferred Stock"). Such exchange will hereinafter be referred to as the "CCC
Reorganization".
The CCC Preferred Stock is subject to mandatory redemption by CCC five years
from the date of issuance and is subject to earlier redemption, in full or in
part, upon the occurrence of certain events, including a sale of CCC or public
offerings of CCC Common Stock. During August 1996, CCC completed the initial
public offering of 6.9 million newly issued shares of CCC Common Stock,
representing approximately 29% of the resulting total outstanding CCC Common
Stock (the "CCC IPO"). The CCC Preferred Stock accrued cumulative dividends at a
rate of 2.75% per annum through the CCC IPO. Upon the CCC IPO, CCC made the
required redemption in accordance with the terms of the CCC Preferred Stock,
and, in accordance with such terms, dividends from the date of the CCC IPO
through June 1998 are eliminated. Thereafter, dividends will accrue at the rate
of 8% per annum and will be paid quarterly until such time as the CCC Preferred
Stock is redeemed. See further discussion of the CCC IPO below.
In connection with the execution of the CCC Reorganization Agreement, White
River, CCC and certain identified stockholders of CCC executed a stockholders'
agreement dated as of June 16, 1994 (the "CCC Stockholders' Agreement"), which,
among other things, addresses the corporate governance of CCC and certain other
matters relating to the conduct of its business. The CCC Stockholders' Agreement
provides that CCC's board of directors (the "CCC Board") will consist of seven
members, two of whom will be designated by White River until such time as all of
the shares of CCC Preferred Stock have been redeemed and two of whom will be
nominated by White River, subject to CCC's approval (which will not be
unreasonably withheld), until the earlier of: (i) an initial public offering of
CCC Common Stock, or (ii) redemption of all of the shares of the CCC Preferred
Stock. After the CCC IPO, White River's designees to the CCC Board continue to
be the
F-11
<PAGE>
WHITE RIVER CORPORATION AND SUBSIDIARIES
Chairman of the board of directors of White River (the "White River Board") and
the President and Chief Executive Officer of White River, and White River
continues to provide two additional nominees.
Consistent with the conditions contained in the Exemptive Order, White River and
CCC executed an agreement dated as of June 16, 1994, pursuant to which CCC
agreed to issue to White River 500 shares of CCC Series E Cumulative Redeemable
Preferred Stock, stated value $1,000 per share (the "Series E Preferred Stock"),
in exchange for 500 shares of Series C Preferred Stock. The issuance of the
Series E Preferred Stock would occur only in the event that the number of shares
of CCC Common Stock owned by White River represented less than a majority of the
total issued and outstanding shares of CCC Common Stock. When issued, the Series
E Preferred Stock would represent up to a maximum of 51% of the voting power of
CCC when combined with the total shares of CCC Common Stock already owned by
White River. Immediately following the CCC IPO, White River exchanged 500 shares
of Series C Preferred Stock for the Series E Preferred Stock. The Series E
Preferred Stock will be redeemed by CCC in proportion to any redemption of the
CCC Preferred Stock. In accordance with the terms of the Series E Preferred
Stock, dividends through June 1998 are eliminated. Thereafter, dividends will
accrue at the rate of 8% per annum and will be paid quarterly until such time as
the Series E Preferred Stock is redeemed.
In light of its majority voting interest in CCC and its representation on the
CCC Board, White River continues to prepare consolidated financial statements
which include the accounts of CCC. White River has accounted for the acquisition
of CCC according to the purchase method of accounting for business combinations.
Accordingly, the cost of White River's investment in CCC, including the acquired
liabilities of CCC, has been allocated to the estimated fair value of the
acquired assets. The cost allocated to CCC's in-process research and development
projects was immediately written-off, resulting in a pretax charge to earnings
of $27.6 million during the year ended December 31, 1994. The allocated cost of
purchased software and goodwill is being amortized on a straight-line basis over
the expected economic lives of such assets which range from two to seven years.
Acquisition of Joint Venture Interest
During March 1994, White River acquired a 50% interest (the "Joint Venture
Interest") in a joint venture (the "Joint Venture") with CCC for an adjusted
purchase price of $6.8 million. In connection therewith, White River entered
into a call agreement with CCC pursuant to which CCC had the right for a 180-day
period to acquire such Joint Venture Interest from White River. CCC exercised
its option to purchase the Joint Venture Interest from White River in May 1994,
for an aggregate purchase price of $6.9 million (the "Joint Venture
Acquisition").
Faneuil Sale
CCC, through various subsidiaries and related businesses referred to as the
Faneuil Group ("Faneuil"), provided customer satisfaction surveys, credit card
registration, telemarketing sales and research, computer time-sharing and
certain related activities. During CCC's fiscal year ended April 30, 1994,
Faneuil reported revenues of approximately $27 million and a net after tax loss
of approximately $5 million.
F-12
<PAGE>
WHITE RIVER CORPORATION AND SUBSIDIARIES
Pursuant to a stock and asset purchase agreement dated as of August 25, 1994
(the "Faneuil Purchase Agreement"), CCC sold Faneuil to a group of investors
(hereinafter such sale is referred to as the "Faneuil Sale"), which includes
members of Faneuil management (including a former CCC director), for net cash
and other consideration of $6.2 million (the "Faneuil Purchase Price"). Pursuant
to the Faneuil Purchase Agreement, the Faneuil Purchase Price is subject to
adjustment under certain circumstances. CCC has recorded a gain on the Faneuil
Sale of $3.6 million. For purposes of White River's consolidated financial
statements, the effects of the Faneuil Sale have been reflected as a reduction
of the goodwill recorded by White River upon the acquisition of CCC.
Proforma Information (Unaudited)
The following proforma information sets forth the effect that the Subdebt
Acquisition, the CCC Reorganization and related debt refinancing, the Joint
Venture Acquisition and the Faneuil Sale (collectively, the "Transactions")
might have had on White River's historical condensed consolidated statements of
operations for the year ended December 31, 1994, had the Transactions been
consummated as of January 1, 1994. The condensed consolidated proforma financial
information include only those adjustments that are expected to have a
continuing impact on the Company. The condensed consolidated proforma financial
information does not purport to (i) represent the Company's results of
operations had the Transactions in fact occurred at the beginning of 1994, or
(ii) project the Company's results of operations for any future period.
CONDENSED CONSOLIDATED PROFORMA STATEMENT OF OPERATIONS
Unaudited
Year Ended December 31, 1994
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
Unaudited
--------------------------------------
Historical Results(a) Proforma
In thousands, ------------------------ Proforma Operating
except per share amounts White River CCC Adjustments Results
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Revenues $62,539 $51,140 $(3,823) $109,856
Operating expenses 87,263 69,728 (42,562) 114,429
------------------------------------------------
Operating income (loss) (24,724) (18,588) 38,739 (4,573)
Net investment gains 49,678 -- (108) 49,570
Interest expense (6,464) (4,356) 489 (10,331)
Other income (expense) -- 166 (622) (456)
------------------------------------------------
Income (loss) from continuing operations, before income taxes 18,490 (22,778) 38,498 34,210
Income tax expense (benefit) (8,580) (3,384) 11,579 (385)
------------------------------------------------
Net income (loss) from continuing operations 27,070 (19,394) 26,919 34,595
Dividends and accretion on redeemable preferred stock (530) -- (52) (582)
------------------------------------------------
Income (loss) applicable to common stock $26,540 $(19,394) $26,867 $34,013
================================================
Income (loss) per common share (b) $4.47 $(3.26) $4.52 $5.73
====================================================================================================================
</TABLE>
See Notes to Condensed Consolidated Proforma Statement of Operations on
following page.
F-13
<PAGE>
WHITE RIVER CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Proforma Statement of Operations:
(a) White River's historical results include the results of CCC from the date
of the acquisition of CCC by White River. As such, for purposes of the
condensed consolidated proforma statement of operations, CCC's historical
results reflect activity for the period from January 1, 1994, to June 30,
1994.
(b) Income (loss) per common share is based upon the weighted average number
of outstanding shares of Common Stock of 5.9 million.
CCC IPO
During August 1996, CCC completed the CCC IPO resulting in net proceeds of
$72.1 million. Proceeds from the CCC IPO were used to repay certain bank debt
and, as required by the terms of the CCC Preferred Stock, CCC used 50% of the
net proceeds to redeem 87.4% of the outstanding shares of CCC Preferred Stock
at stated value of $34.1 million, plus accrued dividends of $2.0 million.
White River received principal of $32.8 million and dividends totaling $2.0 as
a result of the redemption of the CCC Preferred Stock.
As of December 31, 1996, White River held approximately 37% of the total
outstanding shares of CCC Common Stock, 4,231 shares of CCC Preferred Stock
with an aggregate stated value of $4.2 million and 500 shares of Series E
Preferred Stock with an aggregate stated value of $0.5 million, which together
with the shares of CCC Common Stock held by White River, continue to provide
White River with a majority of the voting power associated with CCC's total
outstanding voting stock.
CCC Stock Option Plan
CCC sponsors a nonqualified stock option plan (the "CCC Stock Option Plan")
pursuant to which the compensation committee (the "CCC Committee") of the CCC
Board may grant options with an exercise price not less than the fair market
value of the CCC Common Stock at the date of grant (the "CCC Stock Options").
CCC Stock Options will generally be exercisable within 5 years from the date
of grant, subject to vesting schedules determined at the discretion of the CCC
Committee. In general, the outstanding CCC Stock Options vest over 4 years.
In accordance with the CCC Reorganization Agreement, the total number of CCC
Stock Options issuable under the CCC Stock Option Plan were limited to
2,956,040.
As of December 31, 1996, 2,679,939 CCC Stock Options remained outstanding at a
weighted average exercise price of $3.29 per option, and a weighted average
remaining contractual life of 2.72 years. Based upon the number of shares of
CCC Common Stock held by White River as of December 31, 1996, if all of the
outstanding CCC Stock Options were exercised, White River would own
approximately 33% of the then total outstanding shares of CCC Common Stock on
a pro forma basis. However, as long as all of the shares of the Series E
Preferred Stock are outstanding, White River would continue to have 51% of the
vote associated with the total CCC voting stock outstanding.
F-14
<PAGE>
WHITE RIVER CORPORATION AND SUBSIDIARIES
NOTE 4. INVESTMENTS
Investment securities as of December 31, 1996 and 1995, consisted of the
following:
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
1996 1995
------------------------- ------------------------
Adjusted Carrying Adjusted Carrying
In thousands Cost Value Cost Value
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Cross Timbers Oil Company; common stock $31,037 $60,803 $34,397 $47,270
United States Treasury Bills 9,058 9,058 -- --
Other 2,797 2,838 959 884
------------------------- ------------------------
Total investment securities $42,892 $72,699 $35,356 $48,154
======================================================================================================================
</TABLE>
Other investments as of December 31, 1996 and 1995, consisted of the following:
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
1996 1995
------------------------- ------------------------
Adjusted Carrying Adjusted Carrying
In thousands Cost Value Cost Value
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Richard C. Blum & Associates - NWA Partners, L.P.;
limited partnership interest $21,848 $21,848 $21,848 $21,848
McFarland Energy, Inc.; common stock 4,295 4,295 4,295 4,295
Other 277 277 1,960 1,960
------------------------- ------------------------
Total other investments $26,420 $26,420 $28,103 $28,103
======================================================================================================================
</TABLE>
Investment income for the years ended December 31, 1996, 1995 and 1994,
consisted of the following:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
Year Ended December 31,
----------------------------------
In thousands 1996 1995 1994
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Interest income $8,160 $6,814 $3,713
Dividend, royalty trust and equity income 824 1,462 3,116
------ ------ ------
Total investment income $8,984 $8,276 $6,829
============================================================================================
</TABLE>
As of December 31, 1996, the investment securities portfolio contained
unrealized gains of $29.8 million. As of December 31, 1995, the components of
net unrealized gains and losses in the investment securities portfolio
consisted of unrealized gains of $12.9 million and unrealized losses of $0.1
million.
Pretax net realized investment gains relating to the investment securities
portfolio consisted of $16.2 of realized gains during 1996. Since the adoption
of SFAS No. 115 (effective September 30, 1995) through December
F-15
<PAGE>
WHITE RIVER CORPORATION AND SUBSIDIARIES
31, 1995, pretax net realized investment losses relating to the investment
securities portfolio of $0.1 million consisted of realized gains of $0.8
million and realized losses of $0.9 million.
During 1995, certain securities with an aggregate carrying value of $90.0
million were transferred to Fund American as repayment of the outstanding
principal balance due under White River's credit agreement with Fund American
(the "Credit Agreement"). See Note 7 for further discussion.
NOTE 5. PURCHASED SOFTWARE AND EQUIPMENT
Purchased software and equipment as of December 31, 1996 and 1995, consisted of
the following:
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------
In thousands 1996 1995
- ----------------------------------------------------------------------------
<S> <C> <C>
Purchased software, licenses and databases $ 29,585 $ 34,734
Computer equipment 22,866 20,055
Furniture and other equipment 2,889 2,899
Leasehold improvements 219 188
-------- --------
Total cost 55,559 57,876
Less accumulated depreciation and amortization (35,081) (32,085)
-------- --------
Total purchased software and equipment, net $ 20,478 $ 25,791
============================================================================
</TABLE>
Purchased software, licenses and databases includes software with an original
cost of $31.9 million acquired by White River through the acquisition of CCC,
as well as software purchased from third-parties and used during development of
software products or for other internal operational activities. Accumulated
amortization of purchased software, licenses and databases totalled $17.9
million and $15.0 million as of December 31, 1996 and 1995, respectively.
Computer equipment, net of accumulated depreciation, on lease to customers
under operating leases of $3.6 million and $2.5 million, is included in
purchased software and equipment as of December 31, 1996 and 1995,
respectively. Future minimum lease payments under noncancellable customer
leases aggregate approximately $2.9 million and $1.0 million in years 1997 and
1998, respectively.
F-16
<PAGE>
WHITE RIVER CORPORATION AND SUBSIDIARIES
NOTE 6. ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable and accrued expenses as of December 31, 1996 and 1995,
consisted of the following:
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------
In thousands 1996 1995
- ----------------------------------------------------------------------
<S> <C> <C>
Accounts payable $ 6,760 $ 5,672
Accrued compensation 5,092 3,095
Income taxes payable 4,097 975
Accrued professional fees 1,484 2,586
Accrued sales tax 1,283 1,501
Accrued litigation settlement -- 2,956
Other 2,618 4,412
------- -------
Total accounts payable and accrued expenses $21,334 $21,197
======================================================================
</TABLE>
NOTE 7. NOTES PAYABLE AND OTHER DEBT
Notes payable and other debt as of December 31, 1996 and 1995, consisted of
the following:
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------
In thousands 1996 1995
- ---------------------------------------------------------------------------
<S> <C> <C>
CCC:
Equipment financing and capital lease obligations $ 231 $ 1,380
CCC term loan -- 25,500
CCC revolving credit facility -- 8,000
----- -------
Total 231 34,880
Less current portion of notes payable and other debt (120) (7,660)
----- -------
Total notes payable and other debt $ 111 $27,220
===========================================================================
</TABLE>
White River
During December 1993, White River and Fund American entered into the Credit
Agreement which provided White River with a $50.0 million term loan which was
due and payable in March 1996 (the "Term Loan"), and a $40.0 million revolving
credit facility which expired in March 1995 (the "Revolver"). During 1995,
White River drew down $40.0 million under the Revolver prior to its
expiration. The Term Loan accrued interest at 6% per annum. Amounts borrowed
under the Revolver accrued interest at 2% per annum over the prime rate of
interest specified by the Credit Agreement. The interest rate in effect for
advances under the Revolver during 1995 was 11.0% per annum.
F-17
<PAGE>
WHITE RIVER CORPORATION AND SUBSIDIARIES
During 1995, and in accordance with the terms of the Credit Agreement, White
River repaid the principal balance of both the Term Loan and the Revolver by
transferring certain securities to Fund American valued in accordance with GAAP
or, for certain securities, as mutually agreed by White River and Fund
American. Interest expense relating to balances due under the Credit
Agreement totalled $3.1 million and $3.0 million for the years ended December
31, 1995 and 1994, respectively.
CCC
In August 1996, CCC negotiated a credit facility (the "New CCC Facility") with
a new commercial bank to replace its prior bank credit facility (the "Former
CCC Facility"). The New CCC facility provides CCC with the ability to borrow
up to $20 million under a revolving line of credit for general corporate
purposes. The interest rate under the New CCC Facility is the London Interbank
Offering Rate (LIBOR) plus 1.5% or the prime rate in effect from time to time,
as selected by CCC. When borrowings are outstanding, interest payments are
made monthly. There were no borrowings under the New CCC Facility during 1996.
CCC pays a commitment fee of 0.25% on any unused portion of the New CCC
Facility. The New CCC Facility terminates on October 1, 2001.
Under the New CCC Facility, CCC is, with certain exceptions, prohibited from
making certain sales or transfers of assets, incurring nonpermitted
indebtedness or encumbrances, and redeeming or repurchasing its capital stock,
among other restrictions. In addition, the new CCC Facility requires CCC to
maintain certain levels of operating cash flow and debt coverage, and limits
CCC's ability to make capital expenditures and investments and declare
dividends.
The Former CCC Facility consisted of a term loan and revolving credit facility.
The average interest rate in effect during the years ended December 31, 1996
and 1995, for the term loan and revolving credit facility was 8.7% and 8.7%,
and 9.2% and 9.0%, respectively.
White River has not made any formal or informal commitment to make additional
investments in or advances to CCC and is not a direct or indirect guarantor of
any CCC indebtedness.
F-18
<PAGE>
WHITE RIVER CORPORATION AND SUBSIDIARIES
NOTE 8. INCOME TAXES
White River and CCC file separate consolidated Federal income tax returns. The
components of the Company's income tax expense (benefit) for the years ended
December 31, 1996, 1995 and 1994, follow:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
In thousands 1996 1995 1994
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
Current:
Federal $16,629 $ (948) $ 5,337
State 1,034 (121) 143
International 1 (24) 40
------- -------- --------
Total current income tax expense (benefit) 17,664 (1,093) 5,520
------- -------- --------
Deferred:
Federal (2,895) 9,011 (14,319)
State (463) (9) 219
------- -------- --------
Total deferred income tax expense (benefit) (3,358) 9,002 (14,100)
------- -------- --------
Total income tax expense (benefit) $14,306 $ 7,909 $ (8,580)
===============================================================================
</TABLE>
During the years ended December 31, 1996 and 1995, the following deferred
income tax provisions were recorded directly to stockholders' equity:
<TABLE>
<CAPTION>
- ---------------------------------------------------------------
In thousands 1996 1995
- ---------------------------------------------------------------
<S> <C> <C>
Change in net unrealized investment gains $5,944 $4,479
Effects of the CCC IPO $4,869 $ --
===============================================================
</TABLE>
F-19
<PAGE>
WHITE RIVER CORPORATION AND SUBSIDIARIES
A reconciliation of the income tax expense (benefit) for the years ended
December 31, 1996, 1995 and 1994, calculated using the Federal statutory tax
rate, to the Company's income tax expense (benefit) for such periods follows:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
Year Ended December 31,
-------------------------------------------------------
In thousands 1996 1995 1994
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Income tax expense at statutory rate $ 6,810 35.0% $ 8,366 35.0% $ 6,472 35.0%
Differences in income taxes resulting from:
Net earnings relating to CCC 4,855 25.0 1,140 4.8 927 5.0
State taxes, net of Federal benefit and before
valuation reserve 2,426 12.5 105 0.4 372 2.0
Amortization of goodwill 1,815 9.3 2,168 9.1 1,153 6.2
Dividends received deduction (202) (1.0) (358) (1.5) (658) (3.5)
Adjustment to tax basis in certain investments -- -- (2,450) (10.3) -- --
Prior year taxes -- -- -- -- 569 3.1
Other, net (390) (2.0) 198 0.8 (865) (4.7)
Change in valuation allowance (1,008) (5.2) (1,260) (5.2) (16,550) (89.5)
--------------- --------------- -----------------
Income tax expense (benefit) $14,306 73.6% $ 7,909 33.1% $ (8,580) (46.4)%
==============================================================================================================
</TABLE>
Deferred income taxes reflect the tax effects of temporary differences between
the carrying amounts of assets and liabilities for financial reporting purposes
and the amounts used for income tax purposes. Deferred income tax assets are
recorded net of a valuation allowance if it is more likely than not that some
portion or all of the deferred income tax assets will not be realized.
F-20
<PAGE>
WHITE RIVER CORPORATION AND SUBSIDIARIES
Significant components of the Company's deferred income tax assets and
liabilities as of December 31, 1996 and 1995, measured using the Federal
statutory tax rate, are as follows:
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------
In thousands 1996 1995
- ------------------------------------------------------------------------------------------
<S> <C> <C>
White River:
Deferred income tax assets related to:
Employee and director compensation accruals $ 6,023 $ 3,286
Other 140 99
-------- --------
Deferred income tax asset 6,163 3,385
-------- --------
Deferred income tax liabilities related to:
Certain investments (17,442) (10,933)
Unrealized gains and undistributed earnings relating to CCC (6,128) (2,067)
Purchased software (4,248) (6,667)
Investment in CCC Preferred Stock (212) (1,679)
-------- --------
Deferred income tax liability (28,030) (21,346)
-------- --------
Net deferred income tax liability $(21,867) $(17,961)
==========================================================================================
CCC:
Deferred income tax assets related to:
Deferred revenue $ 1,893 $ 2,394
Rent 1,363 980
Depreciation and amortization 997 990
Bad debt expense 759 568
Capital loss carry forward 284 --
Compensation accruals 247 1,127
Long-term receivable 145 150
Lease termination 48 440
Net operating loss carry forwards 18 110
Litigation settlement -- 1,145
Other, net 940 1,129
Valuation allowance (284) (4,963)
-------- --------
Net deferred income tax asset $ 6,410 $ 4,070
==========================================================================================
</TABLE>
Net operating loss carryforwards available to CCC totalled $0.1 million as of
December 31, 1996. Such net operating loss carryforwards expire in 2005.
F-21
<PAGE>
WHITE RIVER CORPORATION AND SUBSIDIARIES
NOTE 9. RETIREMENT PLANS
White River has established two non-qualified plans under the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), for the purpose
of providing deferred compensation benefits for certain management employees.
The White River Voluntary Deferred Compensation Plan (the "Deferred
Compensation Plan") and the White River Deferred Benefit Plan (together with
the Deferred Compensation Plan, the "Retirement Plans") both became effective
on December 31, 1993. The Retirement Plans are unfunded and the employees'
right to receive future payments thereunder represent an unsecured claim
against the general assets of White River. In the event that a change in
control, as defined by the Retirement Plans, occurs, the provisions of these
plans require the White River Board to cause the creation and funding by White
River of a trust with cash payments, shares of Common Stock, or a combination
thereof sufficient to cover the value of existing plan balances. The recorded
liabilities related to the Retirement Plans totalled $12.5 million and $1.1
million as of December 31, 1996 and 1995, respectively. Benefit payments under
such plans were nominal in 1996 and 1995.
Benefit payments made pursuant to the Retirement Plans will be made in cash or
shares of Common Stock (for certain balances) at the discretion of the
Compensation Committee of the White River Board (the "Compensation Committee").
White River has reserved two million shares of Common Stock for this purpose.
NOTE 10. INCENTIVE COMPENSATION PLANS
The White River 1993 Incentive Compensation Plan (the "Incentive Plan") is a
non-qualified plan under ERISA and provides for granting to officers and key
employees of White River and its participating subsidiaries various types of
incentive awards including non-qualified and incentive stock options ("Stock
Options"), stock appreciation rights ("SARs"), and performance units
("Performance Units"). The Compensation Committee is responsible for the
general administration of the Incentive Plan. As of December 31, 1996, no
Stock Options or SARs have been awarded pursuant to the Incentive Plan.
Performance Units are conditional grants of a specified maximum number of
shares of Common Stock or equivalent amount of cash, payable at the end of a
specified period, subject to the achievement of specific financial goals and
measures of individual performance, as determined by the Compensation
Committee. The financial goal for full payment of Performance Units is a 15%
annual return on stockholders' equity ("ROE") measured as the change in book
value per common and common equivalent share (as adjusted for dividends paid,
stock splits and other adjustments necessary to reflect true economic value)
over the applicable performance period (the "Performance Target"). At an ROE
of 15% or above, Performance Units will become fully payable. At an ROE of
less than 15%, the percentage of Performance Units paid will be determined by
the Compensation Committee and may result in no payout at all.
F-22
<PAGE>
WHITE RIVER CORPORATION AND SUBSIDIARIES
A summary of Performance Unit award activity follows:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
Number of
Performance Units
- -------------------------------------------------------------------------------------------------
<S> <C>
Awarded upon the Capitalization and outstanding as of December 31, 1993 256,382
Awarded 78,000
Canceled (73,129)
Paid (1,727)
--------
Outstanding as of December 31, 1994 259,526
Canceled (16,532)
--------
Outstanding as of December 31, 1995 242,994
Paid (242,994)
Awarded 94,500
--------
Outstanding as of December 31, 1996 94,500
=================================================================================================
</TABLE>
Of the total Performance Units awarded upon the Capitalization, approximately
237,000 Performance Units were awarded based upon the conversion of outstanding
incentive awards previously granted by Fund American.
Upon the third anniversary of the Capitalization and based upon the attainment
of the Performance Target, the White River Board declared all outstanding
Performance Units payable during September 1996. Of the total outstanding
Performance Units, approximately 196,000 were deferred by participants in the
Deferred Compensation Plan and approximately 46,400 were paid in cash. The
resulting cash payment amount totalled $2.8 million.
All Performance Units outstanding as of December 31, 1996 expire on September
23, 1999. Compensation and benefits expense for the years ended December 31,
1996, 1995 and 1994, includes $8.6 million, $3.5 million, and $2.3 million,
respectively, relating to outstanding Performance Units.
As of December 31, 1996, approximately 2,500 shares of Common Stock remained
available for future awards under the Incentive Plan.
NOTE 11. COMPENSATION OF DIRECTORS
Effective upon the Distribution, White River provided non-employee directors
(the "Eligible Directors") with an aggregate grant of 64,865 performance units
(the "Director Performance Units") in lieu of an annual retainer and meeting
attendance fees. Such units were scheduled to vest on December 31, 1996,
contingent upon attainment of the Performance Target over the relevant
performance period. Upon the third anniversary of the
F-23
<PAGE>
WHITE RIVER CORPORATION AND SUBSIDIARIES
Capitalization and based upon the attainment of the Performance Target, the
White River Board declared the outstanding Directors' Performance Units earned
and payable on June 30, 1997, contingent upon the continued voluntary service
of the Eligible Directors through such date. During September 1996, The White
River Board granted a new award of Director Performance Units to Eligible
Directors totaling 35,000 units. This new grant of Director Performance Units
will become vested on September 23, 1999, contingent upon the attainment of the
Performance Target during the three-year period then ended. Other operating
expenses for the years ended December 31, 1996, 1995 and 1994, includes $2.0
million, $1.0 million, and $0.6 million, respectively, relating to the Director
Performance Units.
Effective August 8, 1996, the White River Board adopted the White River
Directors' Deferred Compensation Plan (the "Directors Plan"). The Directors
Plan is similar to the Deferred Compensation Plan and allows Eligible Directors
to defer receipt of Directors' compensation. The Directors Plan will be
unfunded and the directors' right to receive future benefits thereunder will
represent an unsecured claim against the general assets of White River. As of
December 31, 1996, no deemed contributions have been made to the Directors
Plan.
NOTE 12. REDEEMABLE PREFERRED STOCK
White River
White River has authorized the issuance of 5,000,000 shares of preferred stock,
par value $1.00 per share.
In connection with the Capitalization, White River issued 7,000 shares of
Series A, Non-Participating Cumulative Preferred Stock (the "Redeemable
Preferred Stock"), to Fund American. Pursuant to the terms of the Redeemable
Preferred Stock, under certain circumstances following a merger or
consolidation of White River or following a sale by White River of all or
substantially all of its assets, or in the event of liquidation, White River
must redeem the Redeemable Preferred Stock at a price of $1,000 per share plus
accrued and unpaid dividends thereon. In any event, the Redeemable Preferred
Stock must be redeemed on September 24, 1998, at a price of $1,000 per share,
plus any accrued and unpaid dividends. Each share of Redeemable Preferred
Stock is non-voting and is entitled to a preferential quarterly dividend
payment of $16.875. Holders of the Redeemable Preferred Stock will have the
right to elect two additional directors to the White River Board if the
equivalent of six full quarterly dividends payable on the Redeemable Preferred
Stock are in default. Concurrent with the Distribution, Fund American sold
the Redeemable Preferred Stock to two unaffiliated institutional investors.
As more fully discussed in Note 14, the White River Board has designated and
authorized for issuance 50,000 shares of Series B, Participating Cumulative
Preferred Stock (the "Participating Preferred Stock").
CCC
CCC has authorized the issuance of 100,000 shares of preferred stock, par value
$1.00 per share.
As further discussed in Note 3, at the time of the CCC Reorganization, CCC
issued 39,000 shares of CCC
F-24
<PAGE>
WHITE RIVER CORPORATION AND SUBSIDIARIES
Preferred Stock. Upon the CCC IPO, CCC redeemed approximately 87% of the total
outstanding CCC Preferred Stock. After the redemption, CCC Preferred Stock
with an aggregate stated value of $4.4 million remains outstanding. Also,
after the CCC IPO, CCC issued to White River 500 shares of Series E Preferred
Stock. As of December 31, 1996, White River holds CCC Preferred Stock with a
stated value of $4.2 million and all of the outstanding shares of Series E
Preferred Stock which has a stated value of $0.5 million.
NOTE 13. COMMON STOCK REPURCHASE AUTHORIZATION
White River has repurchased approximately 28,000, 762,000 and 613,000 shares of
Common Stock during the years ended December 31, 1996, 1995 and 1994,
respectively, in accordance with its existing share repurchase authorization.
As of December 31, 1996, White River may repurchase approximately 523,000
additional shares of Common Stock under its remaining share repurchase
authorization.
NOTE 14. SHAREHOLDERS' RIGHTS PLAN
On December 14, 1993, the White River Board adopted a shareholders' rights plan
(the "Rights Plan") under which rights to purchase Participating Preferred
Stock (the "Rights") were issued and attached to shares of Common Stock at the
rate of one Right for each share of Common Stock outstanding. Each Right
entitles the registered holder under certain circumstances to purchase from
White River one one-thousandth (1/1000) of a share of Participating Preferred
Stock at a price of $90, subject to adjustment to prevent dilution. Each share
of Participating Preferred Stock is non-redeemable and will be entitled to a
minimum preferential quarterly dividend payment of $50 per share, and will be
entitled to an aggregate dividend equal to 1,000 times the dividend declared,
if any, per share of Common Stock. In addition, holders of Participating
Preferred Stock will have the right to elect two additional directors to the
White River Board if the equivalent of six full quarterly dividends payable on
the Participating Preferred Stock are in default. The terms of the
Participating Preferred Stock will be such that each one one-thousandth
(1/1000) of a share would be entitled to vote on an equivalent basis with one
whole share of Common Stock. The Rights are non-voting and do not participate
in dividends.
The Rights will be exercisable only if an unrelated person or group (an
"Acquiring Person") acquires 25% or more or a tender offer or exchange offer is
commenced for 25% or more of the outstanding shares of Common Stock (a
"Triggering Event"). For this purpose, an Acquiring Person excludes, among
others, subsidiaries of White River, Fund American and Fund American's
Chairman, President and Chief Executive Officer ("Fund American's Chairman").
The Rights will enable the holder to acquire additional equity in either White
River or the Acquiring Person.
Once a Triggering Event has occurred, the Rights would trade separately from
shares of Common Stock and separate certificates representing the Rights would
be issued. The Rights will expire ten years after their issuance and will be
redeemable earlier by White River at a price of $0.01 per Right at any time
until White River learns of the existence of an Acquiring Person. Under
certain circumstances, the White River Board will be able to redeem the Rights
if a majority of the "disinterested directors", as defined by the Rights Plan,
agrees
F-25
<PAGE>
WHITE RIVER CORPORATION AND SUBSIDIARIES
that the redemption is in the best interests of White River and its
stockholders. White River will reserve 50,000 of its authorized preferred shares
as Participating Preferred Stock for issuance under the terms of the Rights
Plan.
NOTE 15. FAIR VALUE OF FINANCIAL INSTRUMENTS
The estimated fair values of the Company's financial instruments as of
December 31, 1996 and 1995, were as follows:
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------
1996 1995
------------------ ------------------
Carrying Fair Carrying Fair
In thousands Value Value Value Value
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Financial assets:
Cash and cash equivalents $188,365 $188,365 $139,245 $139,245
Investment securities 72,699 72,699 48,154 48,154
Accounts receivable, net 10,661 10,661 9,899 9,899
Other investments 26,420 39,813 28,103 34,495
Other financial assets 403 403 1,687 1,687
- ------------------------------------------------------------------------------
Financial liabilities:
Total notes payable and other debt $ 234 $ 234 $ 34,880 $ 34,880
Total contract funding 120 120 3,463 3,463
Other financial liabilities 20,513 20,513 28,102 28,102
Redeemable preferred stock 7,175 6,948 8,275 7,743
==============================================================================
</TABLE>
The following methods and assumptions were used by White River to estimate the
fair value of each class of financial instruments for which it is practicable
to estimate such value:
Cash and Cash Equivalents and Accounts Receivable. The carrying amount of
these assets approximates or equals their fair value.
Investment Securities and Other Investments. Fair values of investment
securities are based on quoted market prices which equal carrying value, and
fair values of other investments have been derived from quoted market values
for similar unrestricted securities or determined using internal appraisal
techniques and policies.
Other Financial Assets. This caption includes investment income receivable,
receivables on sales of securities, and certain trade receivables. The
carrying amount of these assets approximates their fair value.
Contract Funding, Notes Payable and Other Debt, and Redeemable Preferred Stock.
Fair value is estimated by discounting future cash flows using estimated
incremental rates for similar types of arrangements.
F-26
<PAGE>
WHITE RIVER CORPORATION AND SUBSIDIARIES
Other Financial Liabilities. This caption includes accrued interest payable,
payables on purchases of securities, and certain other payables. The carrying
amount of these liabilities approximates their fair value.
NOTE 16. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
As of December 31, 1996, Fund American held 1.0 million shares, or 20.8% of the
total outstanding shares of Common Stock. Also, as of December 31, 1996, Fund
American's Chairman claimed beneficial ownership of 0.8 million shares, or
17.1% of the total outstanding shares of Common Stock. During 1995, White
River repurchased 100,000 shares of Common Stock from Fund American's Chairman
at an aggregate purchase price of $3.4 million. The Chairman of the White
River Board is also a director of Fund American.
As more fully discussed in Note 7, White River executed the Credit Agreement
with Fund American, and during 1995 repaid balances totaling $90.0 million by
transferring certain securities to Fund American, resulting in pretax net
investment gains of $11.0 million. Interest expense relating to balances due
under the Credit Agreement totalled $3.1 million and $3.0 million for the
years ended December 31, 1995 and 1994, respectively.
NOTE 17. COMMITMENTS AND CONTINGENCIES
The Company leases facilities, computers, telecommunications and office
equipment under the terms of noncancellable operating lease agreements which
expire at various dates through 2008. At December 31, 1996, future minimum
lease payments were as follows:
<TABLE>
<CAPTION>
- -------------------------------------------------------
Future Minimum
In thousands Lease Payments
- -------------------------------------------------------
<S> <C>
Payments due in:
1997 3,054
1998 3,186
1999 3,484
2000 2,509
2001 2,042
Thereafter 16,490
-------
Total $30,765
=======================================================
</TABLE>
Operating lease expense was $3.4 million, $3.1 million, $2.0 million for the
years ended December 31, 1996, 1995 and 1994, respectively.
In conjunction with the Faneuil Sale, CCC entered into a contract with Faneuil
under which Faneuil is to provide certain computer services to CCC through
June 1999. The contract provides that CCC make minimum
F-27
<PAGE>
WHITE RIVER CORPORATION AND SUBSIDIARIES
payments to Faneuil through June 1997, and contains an option under which CCC
can elect to extend the contract for certain services through June 1999. For
the years ended December 31, 1996 and 1995, and for the period from the
acquisition of CCC by White River through December 31, 1994, charges from
Faneuil to CCC for computer services have totalled $3.6 million, $3.2 million
and $1.8 million, respectively. As of December 31, 1996, future minimum
payments due Faneuil under the contract totalled $1.1 million.
NOTE 18. LEGAL PROCEEDINGS
During March 1991, CCC sought a declaratory judgment in the U.S. District Court
for the District of Connecticut (the "District Court") against MacLean Hunter
Market Reports, Inc. ("MacLean Hunter"), an independent corporate publisher of
used car valuation books, that would render certain of such publisher's
copyright claims invalid or unenforceable. MacLean Hunter, in turn, filed a
counterclaim against CCC for copyright infringement. During June 1993, the
District Court granted CCC's request for summary judgment on the copyright
issue. MacLean Hunter filed a notice of appeal with the U.S. Court of Appeals
for the Second Circuit which, during December 1994, reversed the decision of
the District Court and remanded the case to the District Court for a
determination of damages and injunctive relief. In a related matter, CCC
received claims from another licensee of the MacLean Hunter data alleging
copyright infringement, unfair competition arising under the Trademark Act of
1946 and common law unfair competition. During December 1995, substantive
settlement discussions were held. As a result of such discussions, CCC and all
parties in these matters conditionally agreed to a settlement structure that
would resolve all outstanding disputes. All conditions precedent to such
settlement agreement were satisfied in 1996. As a result, all issues arising
out of the litigation between the parties have been fully and completely
settled and each civil action had been dismissed with prejudice. The
settlement amount approximated the settlement charge of $4.5 million recorded
during 1995 in connection with such matter. In conjunction with the settlement
agreement, CCC received a three-year license to MacLean Hunter's used car
valuation book data at market rates.
The Company is a party to various other legal proceedings in the ordinary course
of its business. The Company's management believes that the ultimate resolution
of these matters will not have a material effect on the Company's consolidated
financial position.
F-28
<PAGE>
WHITE RIVER CORPORATION AND SUBSIDIARIES
NOTE 19. INFORMATION ON BUSINESS SEGMENTS
Information on business segments as of and for the years ended December
31, 1996, 1995 and 1994, follows:
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
1996 1995 1994 (a)
---------------------------------- ---------------------------------- ----------------------------------
Insurance- Insurance- Insurance-
related Investment related Investment related Investment
Services Operations Consolidated Services Operations Consolidated Services Operations Consolidated
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Statement of Operations
Data:
Revenues $130,977 $ 14,421 $145,398 $115,519 $ 8,276 $123,795 $ 53,922 $ 8,617 $ 62,539
Operating expenses:
Compensation and benefits
and other operating
expenses 102,942 19,189 122,131 99,215 7,631 106,846 42,771 6,369 49,140
Depreciation and
amortization expense (b) 17,370 29 17,399 20,336 28 20,364 10,523 18 10,541
Write-off of purchased
in-process research and
development -- -- -- -- -- -- 27,582 -- 27,582
-------- -------- -------- -------- -------- -------- -------- -------- --------
Total operating
expenses 120,312 19,218 139,530 119,551 7,659 127,210 80,876 6,387 87,263
-------- -------- -------- -------- -------- -------- -------- -------- --------
Operating income
(loss) $ 10,665 $ (4,797) $ 5,868 $ (4,032) $ 617 $ (3,415) $(26,954) $ 2,230 $(24,724)
======== ======== ======== ======== ======== ======== ======== ======== ========
Statement of Financial
Condition Data:
Identifiable assets (c) $ 82,895 $271,617 $354,512 $ 84,973 $211,782 $296,755 $103,167 $238,346 $341,513
Capital expenditures $ 6,909 $ -- $ 6,909 $ 3,891 $ -- $ 3,891 $ 2,560 $ 6 $ 2,566
====================================================================================================================================
</TABLE>
(a) Insurance-related services' operating data represents activity for the
period from the acquisition of CCC by White River (June 1994) through
December 31, 1994.
(b) Insurance-related services' depreciation and amortization expense includes
amortization of goodwill and purchased software relating to the acquisition
of CCC by White River of $12.1 million, $14.8 million and $7.6 million for
the years ended December 31, 1996, 1995 and 1994, respectively.
(c) Insurance-related services' identifiable assets include goodwill of $23.7
million, $34.8 million and $41.0 million and purchased software of $12.1
million, $19.0 million and $27.6 million relating to the acquisition of CCC
by White River as of December 31, 1996, 1995 and 1994, respectively.
F-29
<PAGE>
WHITE RIVER CORPORATION AND SUBSIDIARIES
NOTE 20. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
Selected quarterly financial data for 1996 and 1995 is shown in the following
table. Such data includes, in the opinion of management, all recurring
adjustments necessary for a fair presentation of the results of operations for
such interim periods.
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
1996 1995
--------------------------------------------- ---------------------------------------------
In thousands, First Second Third Fourth First Second Third Fourth
except per share amounts Quarter Quarter Quarter Quarter Quarter Quarter Quarter Quarter
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues $33,338 $33,892 $38,115 $40,053 $29,909 $30,964 $30,765 $32,157
Operating expenses 31,070 33,765 40,002 34,693 29,848 34,875 30,986 31,501
--------------------------------------------- ---------------------------------------------
Operating income (loss) 2,268 127 (1,887) 5,360 61 (3,911) (221) 656
--------------------------------------------- ---------------------------------------------
Net investment gains (losses) -- 996 15,148 6 9,165 16,315 10,859 (84)
Interest expense 1,032 950 526 54 2,457 3,325 1,878 1,276
--------------------------------------------- ---------------------------------------------
Pretax income (loss) 1,236 173 12,735 5,312 6,769 9,079 8,760 (704)
Income tax expense (benefit) 2,744 2,869 7,866 827 3,111 2,751 3,824 (1,777)
--------------------------------------------- ---------------------------------------------
Income (loss) before
extraordinary item (1,508) (2,696) 4,869 4,485 3,658 6,328 4,936 1,073
Extraordinary loss on early
retirement of debt, net of
income taxes -- -- 678 -- -- -- -- --
--------------------------------------------- ---------------------------------------------
Net income (loss) (1,508) (2,696) 4,191 4,485 3,658 6,328 4,936 1,073
Dividend and accretion on
redeemable preferred stock 149 147 309 122 144 144 149 148
--------------------------------------------- ---------------------------------------------
Net income (loss) applicable
to common stock $(1,657) $(2,843) $ 3,882 $ 4,363 $ 3,514 $ 6,184 $ 4,787 $ 925
===============================================================================================
Primary income (loss) per
common share:
Income (loss) before
extraordinary item $ (0.34) $ (0.58) $ 0.94 $ 0.90 $ 0.64 $ 1.13 $ 0.95 $ 0.19
Net income (loss) applicable to
common stock $ (0.34) $ (0.58) $ 0.80 $ 0.90 $ 0.64 $ 1.13 $ 0.95 $ 0.19
Fully-diluted income (loss)
per common share:
Income (loss) before
extraordinary item $ (0.34) $ (0.58) $ 0.88 $ 0.84 $ 0.62 $ 1.10 $ 0.92 $ 0.18
Net income (loss) applicable
to common stock $ (0.34) $ (0.58) $ 0.75 $ 0.84 $ 0.62 $ 1.10 $ 0.92 $ 0.18
=================================================================================================================================
</TABLE>
F-30
<PAGE>
WHITE RIVER CORPORATION AND SUBSIDIARIES
REPORT ON MANAGEMENT'S RESPONSIBILITIES
The financial data included in this Annual Report to Stockholders and Form
10-K (the "Annual Report"), including the consolidated financial statements,
has been prepared by the management of White River Corporation ("White River"
or the "Company"). The consolidated financial statements have been prepared
in accordance with generally accepted accounting principles and, where
necessary, include amounts based on informed estimates and judgments. In
those instances where there is no single specified accounting principle or
standard, management makes a choice from reasonable, accepted alternatives
which are believed to be most appropriate under the circumstances. Financial
data presented elsewhere in this Annual Report is consistent with that shown
in the consolidated financial statements.
The Company maintains internal financial and accounting controls ("Internal
Controls") designed to provide reasonable and cost effective assurance that
assets are safeguarded from loss or unauthorized use, that transactions are
recorded in accordance with management's policies and that financial records
are reliable. The Company's business ethics policies require adherence to the
highest ethical standards in the conduct of its business. Compliance with
these Internal Controls, policies and procedures is continuously maintained
and monitored by management.
Our independent auditors provide an objective, independent review and
evaluation of the structure of Internal Controls to the extent they consider
necessary in their audit of the Company's consolidated financial statements.
Management reviews all recommendations of the independent auditors concerning
the structure and implementation of Internal Controls and responds to such
recommendations with corrective actions, as deemed appropriate.
The Audit Committee of the White River board of directors (the "Audit
Committee") is comprised of all non-management directors and has general
responsibility for the oversight and surveillance of the accounting, reporting
and financial control practices of White River. The Audit Committee annually
reviews the effectiveness of management and the independent auditors with
respect to the financial reporting process and the adequacy of Internal
Controls. The independent auditors have at all times free access to the Audit
Committee, without members of management present, to discuss the results of
their audits, the adequacy of Internal Controls and any other matter that they
believe should be brought to the attention of the Audit Committee.
Robert T. Marto Brian P. Zwarych
President and Chief Executive Officer Chief Financial Officer and Treasurer
F-31
<PAGE>
REPORT OF ERNST & YOUNG LLP
To the Board of Directors and Stockholders of
White River Corporation
We have audited the accompanying consolidated statements of financial condition
of White River Corporation and subsidiaries as of December 31, 1996 and 1995,
and the related consolidated statements of operations, stockholders' equity, and
cash flows for each of the three years in the period ended December 31, 1996.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits. We did not audit the financial statements of CCC Information
Services Group Inc., a subsidiary, as of December 31, 1996 and 1995 and for the
years then ended and for the six months ended December 31, 1994. The financial
statements of CCC Information Services Group Inc. reflect approximately 13% and
10% of total assets as of December 31, 1996 and 1995, respectively. Those
statements were audited by other auditors whose report has been furnished to us,
and our opinion, insofar as it relates to data included for CCC Information
Services Group Inc., is based solely on the report of the other auditors.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits and the report of other auditors provide a reasonable
basis for our opinion.
In our opinion, based on our audits and the report of other auditors, the
financial statements referred to above present fairly, in all material respects,
the consolidated financial position of White River Corporation and subsidiaries
at December 31, 1996 and 1995, and the consolidated results of their operations
and their cash flows for each of the three years in the period ended December
31, 1996, in conformity with generally accepted accounting principles.
ERNST & YOUNG LLP
Stamford, Connecticut
March 24, 1997
F-32
<PAGE>
REPORT OF PRICE WATERHOUSE LLP
To the Board of Directors and
Stockholders of CCC Information Services Group Inc.
We have audited the consolidated balance sheet of CCC Information Services Group
Inc. (a subsidiary of White River Corporation) and its subsidiaries as of
December 31, 1996 and 1995, and the related consolidated statements of
operations, of stockholders' equity (deficit) and of cash flow for the years
ended December 31, 1996 and 1995 and for the six months ended December 31, 1994
(not presented separately herein). These consolidated financial statements are
the responsibility of CCC Information Services Group Inc's. management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements audited by us present
fairly, in all material respects, the financial position of CCC Information
Services Group Inc. and its subsidiaries as of December 31, 1996 and 1995, and
the results of their operations and their cash flow for the years ended December
31, 1996 and 1995, and for the six months ended December 31, 1994, in conformity
with generally accepted accounting principles.
Price Waterhouse LLP
Chicago, Illinois
January 22, 1997
F-33
<PAGE>
Exhibit Index
-------------
<TABLE>
<CAPTION>
Exhibit Sequential
Number Page Number
- ------- -----------
<C> <S> <C>
*2.1 Purchase Agreement, dated as of April 15, 1994, among White River
Ventures, Inc. and Teachers Insurance and Annuity Association of
America, The Mutual Life Insurance Company of New York, TCW Special
Placements Fund II, TCW Capital and BankAmerica Capital Investments
(Current Report on Form 8-K dated April 15, 1994, File No. 0-22604
-- Exhibit 2.1).
*2.1(a) Index of Omitted Schedules; Agreement to Furnish Upon Request
(Current Report on Form 8-K dated April 15, 1994, File No. 0-22604
-- Exhibit 2.1(a)).
*2.2 Reorganization Agreement, dated as of June 16, 1994, between
InfoVest Corporation and White River Ventures, Inc. (Current Report
on Form 8-K dated June 16, 1994, File No. 0-22604 -- Exhibit 2.1).
*2.2(a) Index of Omitted Schedules; Agreement to Furnish Upon Request
(Current Report on Form 8-K dated June 16, 1994, File No. 0-22604
-- Exhibit 2.1(a)).
*2.3 Stock and Asset Purchase Agreement, dated as of August 25, 1994,
by and among InfoVest Corporation and Credit Card Service
Corporation and Faneuil, Inc., New Service, Inc. and Faneuil ISG,
Inc. (Current Report on Form 8-K dated August 25, 1994, File No.
0-22604 -- Exhibit 2.1).
*2.3(a) Index of Omitted Exhibits and Schedules; Agreement to Furnish Upon
Request (Current Report on Form 8-K dated August 25, 1994, File No.
0-22604 -- Exhibit 2.1(a)).
*3.1 Restated Certificate of Incorporation of the Registrant as filed
with the Secretary of State of the State of Delaware (Form 10, File
No. 0-22604 -- Exhibit 3.1).
*3.2 By-Laws of the Registrant (Form 10, File No. 0-22604 -- Exhibit
3.2).
*4.1 Rights Agreement between the Registrant and First Chicago Trust
Company of New York, as Rights Agent (Form 8-A, File No. 0-22604 --
Exhibit 1).
*4.2 Certificate of Designations of Series A, Non-Participating
Cumulative Preferred Stock (Form 10, File No. 0-22604 -- Exhibit
4.2).
*4.3 Certificate of Designations of Series B, Participating Cumulative
Preferred Stock (Form 10-K for the year ended December 31, 1993,
File No. 0-22604 -- Exhibit 4.3).
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Exhibit Sequential
Number Page Number
- ------- -----------
<C> <S> <C>
*4.4 White River Common Stock Certificate (Form 10-K for the year ended
December 31, 1993, File No. 0-22604 -- Exhibit 4.4).
*10.1 1993 Incentive Compensation Plan of the Registrant adopted on
September 24, 1993 (Form 10, File No. 0-22604 -- Exhibit 10.1).
*10.2 Voluntary Deferred Compensation Plan of the Registrant adopted on
September 24, 1993 (Form 10, File No. 0-22604 --Exhibit 10.2).
*10.3 Deferred Benefit Plan of the Registrant adopted on September 24,
1993 (Form 10, File No. 0-22604 -- Exhibit 10.3).
*10.4 Letter Agreement Evidencing Award of Performance Units between the
Registrant and Andrew Delaney (Form 10-K for the year ended December
31, 1993, File No. 0-22604 -- Exhibit 10.4).
*10.5 Letter Agreement Evidencing Award of Performance Units between the
Registrant and Gordon S. Macklin (Form 10-K for the year ended
December 31, 1993, File No. 0-22604 -- Exhibit 10.5).
*10.6 Credit Agreement dated as of December 13, 1993, between the
Registrant and Fund American Enterprises Holdings, Inc. (Form 10-K
for the year ended December 31, 1993, File No. 0-22604 -- Exhibit
10.6).
*10.7 Intercompany Services and Expense Sharing Agreement dated as of
September 24, 1993, between the Registrant and Fund American
Enterprises Holdings, Inc. (Form 10, File No. 0-22604 -- Exhibit
10.8).
*10.8 First Amendment to the Deferred Benefit Plan of the Registrant dated
as of December 17, 1993 (Form 10-K for the year ended December 31,
1993, File No. 0-22604 -- Exhibit 10.10).
*10.9 Stockholders' Agreement, dated as of June 16, 1994, by and among
InfoVest Corporation, White River Ventures, Inc. and the Inside
Stockholders of InfoVest identified on Exhibit A thereto (Current
Report on Form 8-K dated June 16, 1994, File No. 0-22604 -- Exhibit
10.1).
*10.10 Regulatory Contingency Agreement, dated as of June 16, 1994, between
InfoVest Corporation and White River Ventures, Inc. (Current Report
on Form 8-K dated June 16, 1994, File No. 0-22604 -- Exhibit 10.2).
*10.11 Registration Rights Agreement, dated as of May 23, 1995, between the
Registrant and the Selling Stockholders referred to therein
(incorporated by reference to Exhibit 10.1 to the Registrant's
Registration Statement on Form S-3 (File No. 33-93544).
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Exhibit Sequential
Number Page Number
- ------- -----------
<C> <S> <C>
11 Statement re Computation of Per Share Earnings
21 Subsidiaries of the Registrant
23.1 Consent of Ernst & Young LLP
23.2 Consent of Price Waterhouse LLP
24 Powers of Attorney
27 Financial Data Schedule
*Previously filed as indicated and incorporated herein by reference.
</TABLE>
<PAGE>
Exhibit 11
WHITE RIVER CORPORATION AND SUBSIDIARIES
STATEMENT RE COMPUTATION OF PER SHARE EARNINGS
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
Year Ended Dec. 31,
In thousands, -----------------------------
except per share amounts 1996 1995 1994
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Primary income per common share
Primary income per common share numerator:
Income before extraordinary item $5,150 $15,995 $27,070
Dividends and accretion on redeemable preferred stock (727) (585) (530)
------ ------- -------
Income before extraordinary item applicable to common stock 4,423 15,410 26,540
Extraordinary loss on early retirement of debt, net of tax (678) -- --
------ ------- -------
Net income applicable to common stock $3,745 $15,410 $26,540
====== ======= =======
Primary income per common share denominator:
Average common shares outstanding 4,881 5,237 5,940
Dilution for incentive and directors' compensation awards -- -- --
------ ------- -------
Shares for primary income per common share computation 4,881 5,237 5,940
------ ------- -------
Primary income per common share:
Income before extraordinary item applicable to common stock $ 0.91 $ 2.94 $ 4.47
Net income applicable to common stock $ 0.77 $ 2.94 $ 4.47
==============================================================================================
Fully-diluted income per common share
Fully-diluted income per common share numerator:
Income before extraordinary item $5,150 $15,995 $27,070
Dividends and accretion on redeemable preferred stock (727) (585) (530)
------ ------- -------
Income before extraordinary item applicable to common stock 4,423 15,410 26,540
Extraordinary loss on early retirement of debt, net of tax (678) -- --
------ ------- -------
Net income applicable to common stock $3,745 $15,410 $26,540
====== ======= =======
Fully-diluted income per common share denominator:
Average common shares outstanding 4,881 5,237 5,940
Dilution for incentive and directors' compensation awards 299 191 114
------ ------- -------
Shares for fully-diluted income per common share computation 5,180 5,428 6,054
------ ------- -------
Fully-diluted income per common share:
Income before extraordinary item, applicable to common stock $ 0.85 $ 2.84 $ 4.38
Net income applicable to common stock $ 0.72 $ 2.84 $ 4.38
==============================================================================================
</TABLE>
<PAGE>
Exhibit 21
SUBSIDIARIES OF WHITE RIVER CORPORATION
AS OF MARCH 25, 1997
FULL NAME OF SUBSIDIARY PLACE OF INCORPORATION
- ----------------------- ----------------------
HANOVER ACCESSORIES, INC. DELAWARE, USA
CCC INFORMATION SERVICES GROUP INC. DELAWARE, USA
WHITE RIVER ENTERPRISES, INC. DELAWARE, USA
WHITE RIVER MANAGEMENT, INC. DELAWARE, USA
WHITE RIVER PARTNERS, INC. DELAWARE, USA
WHITE RIVER VENTURES, INC. DELAWARE, USA
WHITE RIVER LIFE REINSURANCE, LTD. ISLANDS OF BERMUDA
WHITE RIVER REINSURANCE HOLDINGS, LTD. ISLANDS OF BERMUDA
<PAGE>
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the Registration Statement (Form
S-3 No. 33-93544) of White River Corporation and in the related Prospectus of
our report dated March 24, 1997, with respect to the consolidated financial
statements of White River Corporation included in this Annual Report (Form 10-K)
for the year ended December 31, 1996.
ERNST & YOUNG LLP
Stamford, Connecticut
March 25, 1997
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors
CCC Information Services Group Inc.
We hereby consent to the incorporation by reference in the Prospectus
constituting part of the Registration Statement on Form S-3 (No. 33-93544) of
White River Corporation of our report dated January 22, 1997 relating to the
consolidated financial statements of CCC Information Services Group Inc. (a
subsidiary of White River Corporation) and its Subsidiaries which report appears
on page F-33 of White River Corporation's Annual Report on Form 10-K for the
year ended December 31, 1996.
PRICE WATERHOUSE LLP
Chicago, Illinois
March 25, 1997
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN, by these presents, that I, Patrick M. Byrne, hereby make,
constitute and appoint Robert T. Marto and Bonnie B. Stewart, each to be my true
and lawful attorney-in-fact, for and in my name, place and stead, to execute and
deliver the 1996 Annual Report on Form 10-K of White River Corporation, and any
and all amendments thereto; such Form 10-K and each such amendment to be in such
form and to contain such terms and provisions as said attorney shall deem
necessary or desirable; giving and granting unto said attorney, full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or, in the opinion of said attorney, able to be done in and about the
premises as fully and to all intents and purposes as I might or could do if
personally present, hereby ratifying and confirming all that said attorney shall
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have duly executed these presents this 25th day of
March, 1997.
/s/ Patrick M. Byrne
--------------------
Patrick M. Byrne
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN, by these presents, that I, Andrew Delaney, hereby make, constitute
and appoint Robert T. Marto and Bonnie B. Stewart, each to be my true and lawful
attorney-in-fact, for and in my name, place and stead, to execute and deliver
the 1996 Annual Report on Form 10-K of White River Corporation, and any and all
amendments thereto; such Form 10-K and each such amendment to be in such form
and to contain such terms and provisions as said attorney shall deem necessary
or desirable; giving and granting unto said attorney, full power and authority
to do and perform any and every act and thing whatsoever requisite, necessary
or, in the opinion of said attorney, able to be done in and about the premises
as fully and to all intents and purposes as I might or could do if personally
present, hereby ratifying and confirming all that said attorney shall lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have duly executed these presents this 21st day of
March, 1997.
/s/ Andrew Delaney
------------------
Andrew Delaney
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN, by these presents, that I, Gordon S. Macklin, hereby make,
constitute and appoint Robert T. Marto and Bonnie B. Stewart, each to be my true
and lawful attorney-in-fact, for and in my name, place and stead, to execute and
deliver the 1996 Annual Report on Form 10-K of White River Corporation, and any
and all amendments thereto; such Form 10-K and each such amendment to be in such
form and to contain such terms and provisions as said attorney shall deem
necessary or desirable; giving and granting unto said attorney, full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or, in the opinion of said attorney, able to be done in and about the
premises as fully and to all intents and purposes as I might or could do if
personally present, hereby ratifying and confirming all that said attorney shall
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have duly executed these presents this 24th day of
March, 1997.
/s/ Gordon S. Macklin
---------------------
Gordon S. Macklin
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAIN SUMMARY FINANCIAL INFORMATION EXTRACTED FROM DECEMBER 31,
1996 FORM 10-K AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 188,365
<SECURITIES> 72,699
<RECEIVABLES> 10,661
<ALLOWANCES> 1,942
<INVENTORY> 0
<CURRENT-ASSETS> 276,270
<PP&E> 20,478
<DEPRECIATION> 35,081
<TOTAL-ASSETS> 354,512
<CURRENT-LIABILITIES> 27,286
<BONDS> 111
7,175
0
<COMMON> 64
<OTHER-SE> 256,468
<TOTAL-LIABILITY-AND-EQUITY> 354,512
<SALES> 136,414
<TOTAL-REVENUES> 145,398
<CGS> 0
<TOTAL-COSTS> 139,530
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 3,781
<INTEREST-EXPENSE> 2,562
<INCOME-PRETAX> 19,456
<INCOME-TAX> 14,306
<INCOME-CONTINUING> 5,150
<DISCONTINUED> 0
<EXTRAORDINARY> 678
<CHANGES> 0
<NET-INCOME> 4,472
<EPS-PRIMARY> 0.77
<EPS-DILUTED> 0.72
</TABLE>
