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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
|X| SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
|_| SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
FOR THE TRANSITION PERIOD FROM ___________ TO ___________.
COMMISSION FILE NUMBER 1-11794
E. W. BLANCH HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 41-1741779
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3500 WEST 80TH STREET, MINNEAPOLIS, MINNESOTA 55431
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (612) 835-3310
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Name of Each Exchange
Title of Each Class on Which Registered
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Common Stock, par value $.01 per share New York Stock Exchange
Preferred Share Purchase Rights New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: NONE
Indicate by check mark whether the registrant (1) has filed all reports
required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendments to this Form 10-K. [ ]
As of March 19, 1998, 12,620,000 shares of Common Stock were
outstanding and the aggregate market value of the Common Stock held by
non-affiliates of the Registrant on that date was approximately $479,560,000
DOCUMENTS INCORPORATED BY REFERENCE.
1. Portions of Registrant's 1997 Annual Report to Shareholders are
incorporated into Parts I, II and IV.
2. Portions of Registrant's Proxy Statement dated March 20, 1998 are
incorporated into Part III.
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PART I
Item 1.
BUSINESS
GENERAL
a) Development of Business
E. W. Blanch Holdings, Inc. (the "Company") was incorporated in the
State of Delaware on March 1, 1993 as a holding company for the capital stock of
E. W. Blanch Co., Inc. ("EWBCo"). EWBCo was incorporated in the State of
Delaware on March 2, 1993 and was formed for the purpose of being the successor
to the business of E. W. Blanch Co. Limited Partnership, a Delaware limited
partnership (the "Partnership"). The Company issued shares of Common Stock to
the partners of the Partnership in exchange for their partnership interests and
the Partnership was merged with and into EWBCo, which was the surviving entity.
The Company, through predecessor organizations, was originally founded in 1957.
The Company's principal business is that of integrated risk management
and distribution services, including reinsurance intermediary services, risk
management consulting and administration services and primary insurance
distribution services.
In February 1997, the Company purchased a 70% interest in Swire Fraser
Insurance (Holdings) Limited ("Swire Fraser") resulting in an additional 20%
interest in the Swire Blanch Holdings Ltd. ("Swire Blanch") joint venture. The
combined operations of Swire Fraser and Swire Blanch were merged into a single
operation under the Swire Blanch name, which is owned 70% by the Company and 30%
by Swire Pacific Limited ("Swire Pacific"). The consideration for the purchase
included the assumption of certain existing indebtedness of (pound)6.2 million
($10.2 million at purchase date) and a cash payment of (pound)1.8 million ($2.9
million). As part of the purchase agreement, after a minimum of three years
either party has the option to request the purchase by the Company of the 30%
minority interest at a price defined by formula. This transaction is expected to
provide increased opportunities for international growth.
In December 1996, the Company recorded a $19.5 million write-down of
goodwill associated with the Elton George Companies acquisition in 1994 and a
$3.25 million reserve for the restructuring of the Company's wholesale
operations and its related lease expense. Also, as part of the restructuring of
the wholesale operations, in February 1997 the Company completed the sale of its
premium finance business, originally acquired in 1994 as part of the Elton
George Companies acquisition. The Company received $15.2 million in exchange for
all of the outstanding stock of the premium finance subsidiaries, whose assets
included $14.9 million of premium finance notes. The net sales proceeds equaled
the Company's investment in the business, resulting in no gain or loss on the
sale.
In October 1997, the Company has signed an agreement to acquire the
assets and business of Buenos Aires based Walbaum Americana, S.A. ("Walbaum"), a
leading provider of insurance and reinsurance
intermediary services in Latin America. Walbaum had $3.5 million of revenues in
1996. This transaction is expected to be completed in the second quarter of
1998.
Unless otherwise indicated, reference to the "Company" hereinafter
includes all operating subsidiaries.
b) Financial Information About Industry Segments
Due to the integrated nature of the Company's risk management and
distribution business, and because the primary insurance distribution operations
after restructuring are no longer significant, the Company has discontinued its
financial reporting by business segment. At December 31, 1997, the Company
categorizes its business operations into two geographic areas, domestic and
foreign operations. Current year results reflect the operations from the Swire
Blanch acquisition discussed above on a consolidated basis from the date of
acquisition, due to the Company's 70% controlling interest. Prior year results
of foreign operations include only the equity or loss in the earnings of the
Swire Blanch international reinsurance intermediary, jointly owned 50% by the
Company and 50% by Swire Fraser.
Financial information about the Company's industry segments is
incorporated by reference to "Management's Discussion and Analysis" on pages
21-26, and Note 15 of the Notes to the Consolidated Financial Statements on
page 38 of the Company's 1997 Annual Report to Shareholders.
c) Narrative Description of Business
DOMESTIC OPERATIONS
Domestic operations include reinsurance intermediary services, risk
management consulting and administration services, program distribution
services, policy distribution services, and the general agency operations. All
of these services, except general agency operations, are focused on providing
solutions for the management and distribution of risk to a client base which is
primarily comprised of property and casualty insurance companies. These services
are generally recurring and, due to the Company's expertise and the value-added
nature of its services, have been able to operate at relatively higher operating
margins. General agency operations are focused on the primary distribution of
insurance to property and casualty insurance companies, largely through
independent insurance agents. Due to the competitive nature of the general
agency business, the Company's profit margins for these services are relatively
lower. Additionally, domestic operations include the operations of the holding
company.
The Company provides intermediary services to a diverse group of
insurance, reinsurance and related businesses located throughout the United
States. During 1997, no domestic client accounted for more than 10% of
consolidated revenues earned by the Company and the Company's ten largest
domestic clients accounted for 25% of consolidated revenues earned by the
Company.
INTERMEDIARY SERVICES
As a reinsurance intermediary, the Company structures and arranges
reinsurance between insurers seeking to cede insurance risks and reinsurers
willing to assume such risks. Reinsurance is a form of insurance in which a
reinsurance company indemnifies a primary insurance company against all or a
portion of the risk assumed by the ceding company under an insurance policy.
The Company places reinsurance with approximately 500 reinsurers
located throughout the world. During 1997, the Company's domestic operations
placed $3.2 billion of reinsurance premiums, 82% of which went to reinsurers
located in the United States and the remainder to international reinsurance
markets, primarily Bermuda and London. In 1997, no single reinsurer used by
domestic operations accounted for more than 10% of consolidated revenues earned
by the Company and the top ten reinsurers used by domestic operations accounted
for 21% of consolidated revenues.
The Company earns reinsurance brokerage from the placement and
servicing of reinsurance, primarily on a treaty basis for property and casualty
exposures. The majority of the Company's property reinsurance is in the form of
catastrophe reinsurance. Catastrophe reinsurance indemnifies the ceding company
for the amount of property loss in excess of a specified retention with respect
to an accumulation of individual policy losses resulting from a single
catastrophic event such as a hurricane, earthquake, or tornado. Casualty
reinsurance indemnifies a ceding company for all or a specified portion of the
losses caused by injuries to third persons and the resulting legal liability
imposed on the insured. The majority of the Company's casualty reinsurance
relates to professional liability, workers' compensation, and specialized
casualty exposures underwritten by excess and surplus lines insurance carriers.
The Company also places multiple lines reinsurance that covers both property and
casualty exposures, as well as life, accident and health, and facultative
reinsurance.
Reinsurance brokerage rates, which vary by line of business, are
generally standard throughout the industry. Brokerage rates are typically based
upon a percentage of the reinsurance premium placed. In recent years, price
competition among reinsurance intermediaries has increased and there have been
instances of fee-based compensation arrangements between certain large insurers
and intermediaries such as the Company. As a result, the compensation received
by the Company relative to premium volume has in certain instances decreased in
recent years. The introduction of fee-based compensation arrangements may have
the effect of reducing the variability of the reinsurance intermediary's
compensation due to changes in external market factors such as changes in the
price of reinsurance.
The Company's reinsurance intermediary business is highly competitive.
The Company competes with a number of reinsurance intermediaries, direct writers
of reinsurance and other financial institutions, some of which have greater
financial and other resources than the Company. The Company competes on the
basis of the quality and extent of services offered and the ability to provide
solutions that meet the needs of ceding companies, including price and capacity
requirements. In certain situations, the Company competes for reinsurance with
financial institutions which offer alternative products which attempt to
securitize or finance insurance exposures. Among the Company's competitors are
Aon Risk Services, Guy Carpenter and Co., Inc., Employers Re, General Re and
Munich Re. There is also competition within the reinsurance market for
experienced and productive reinsurance professionals that are essential in
delivering the Company's services. The inability of the Company to recruit and
retain such reinsurance professionals could have a material adverse effect upon
its business.
Fiduciary funds and amounts of reinsurance premiums payable by the
ceding company to the reinsurer and loss payments payable by the reinsurer to
the ceding company pursuant to a
reinsurance agreement, which amounts represent receivables of the intermediary,
are known as "fiduciary assets". Consistent with industry practice, interest on
the fiduciary funds accrues to the reinsurance intermediary. Fiduciary funds are
maintained in segregated accounts for the benefit of ceding companies or
reinsurers are not commingled with other assets of a reinsurance intermediary
and are not subject to the claims of the intermediary's creditors. At December
31, 1997, the Company had domestic fiduciary assets and liabilities of $580.4
million. Fiduciary assets at December 31, 1997 included $85.7 million of
fiduciary funds. In recent years, although the volume of fiduciary funds
processed through the Company's domestic fiduciary accounts have increased due
to business growth, the period of time for which the funds are held has declined
due to advances in technology, including electronic transfers of funds and data.
As this trend continues, the amount of investment income earned by the Company
on these funds may diminish.
The Company's reinsurance intermediary business is subject to some
government regulation. In 1990, the National Association of Insurance
Commissioners developed the Reinsurance Intermediary Model Act (the "Model Act")
which has been adopted by most states. The Company currently is licensed or is
in the process of becoming licensed in all states where it is required to be
licensed as a reinsurance intermediary. Government regulation of the Company's
business has not been a significant commercial barrier.
RISK MANAGEMENT CONSULTING AND ADMINISTRATION SERVICES
The Company seeks to provide risk management consulting and
administration services to insurance and reinsurance companies, government
entities, underwriting facilities and other interested parties. Such services
are generally provided as part of the Company's core reinsurance intermediary
services, as well as directly to third parties. Services include product
development, facility administration, strategic reinsurance program reviews,
actuarial services, catastrophe exposure management and analysis, run-off
management and insurance policy issuing services. The Company earns fees for
providing these services directly to third parties.
The Company also seeks to provide financial consulting services and
tailored reinsurance and capital markets products designed to assist its clients
in capital preservation and risk management. These services may include risk
evaluation, strategy formation and strategy implementation.
The Company competes with a number of competitors in its risk
management consulting and administration services business, including primary
insurance brokers, reinsurance intermediaries, management consultants,
accounting firms, and financial services firms. Some of these competitors may
have or be affiliated with entities that have greater financial and other
resources than the Company. The Company competes with these entities on the
basis of the quality, price, innovation, and range of products and services.
OTHER SERVICES
The Company provides program policy and distribution and general agency
services. In its program and policy distribution business, the Company also
distributes insurance products for insurance companies on a direct marketing
basis and provides alternative distribution services for the redirection and
placement of targeted insurance exposures. Through its general agency
operations, the Company earns commissions and fees from the distribution of
insurance products on
a wholesale basis. The Company distributes personal and commercial property and
casualty coverages, specializing in program and surplus lines business. These
products are distributed to a network of retail insurance agent clients located
throughout the United States, primarily in the State of Texas.
These other services accounted for less than 10% of the Company's
consolidated revenues in 1997.
FOREIGN OPERATIONS
The Company's foreign operations include Swire Blanch, an international
insurance and reinsurance broker headquartered in London. Swire Blanch includes
a registered Lloyd's of London insurance and reinsurance broking operation and
international reinsurance intermediary operations. The Company also provides
financial services through the sale of pension plan products for insurance
companies. Insurance brokerage services include the retail operations located in
northern England and Hong Kong. Approximately 75% of Swire Blanch's revenues are
generated in the United Kingdom with the remainder primarily from the Pacific
Rim. The Company's foreign operations currently do not benefit from the
relatively higher profit margins of the Company's domestic risk management and
distribution services. This is due to a number of factors, including competitive
market conditions for Lloyd's brokers, the small, start-up nature of many of the
international offices, the competitiveness of the insurance brokerage business,
and the amortization of goodwill associated with the purchase of Swire Fraser.
The Company seeks to grow its international profitability through the
integration of systems, services and expertise in order to increase revenue
production and processing efficiencies.
The Company's foreign operations provide intermediary services to a
diverse client base, including original insureds and insurance companies located
throughout the world. During 1997, no foreign client accounted for more than 10%
of consolidated revenues earned by the Company and the Company's ten
international largest clients accounted for 7% of consolidated revenues earned
by the Company.
INTERMEDIARY SERVICES
During 1997, the Company's foreign operations placed $246.4 million of
insurance and reinsurance premiums. In 1997, no single insurer or reinsurer used
by foreign operations accounted for more than 10% of consolidated revenue earned
by the Company during 1997 and the top ten insurance or reinsurance markets used
by foreign operations accounted for 1.7% of consolidated revenue.
Like the Company's domestic operations, the Company's international
intermediary business is highly competitive. The Company competes with a number
of reinsurance intermediaries, direct writers of reinsurance and other financial
institutions, some of which have greater financial and other resources than the
Company. The Company competes on the basis of the quality and extent of services
offered and the ability to provide solutions that meet the needs of ceding
companies, including price and capacity requirements. In certain situations, the
Company competes for reinsurance with financial institutions which offer
alternative products which attempt to securitize or finance insurance exposures.
The Company has similar types of competitive issues internationally and
domestically. The Company's primary foreign competitors are other Lloyd's
brokers, in addition to the Company's domestic competitors or affiliates of
those companies. The Company also competes for experienced professionals to
deliver the Company's services internationally and could be adversely effected
if the Company is unable to recruit and retain such employees.
The Company's foreign operations brokerage rates are similar to those
for domestic operations.
The Company's foreign operations also have fiduciary assets, similar to
its domestic operations, and earns investment income on the funds it holds for
insurance and reinsurance companies. At December 31, 1997, the Company had
foreign fiduciary assets and liabilities of $200.0 million. Fiduciary assets at
December 31, 1997 included $31.5 million of fiduciary funds.
The Company's foreign intermediary business is subject to varying
amounts of government regulation in each of the countries where it has
operations. The Company currently is licensed or is in the process of becoming
licensed in all countries where it is required to be licensed as a insurance or
reinsurance intermediary. Government regulation of the Company's business has
not been a significant commercial barrier.
FINANCIAL PENSION AND CONSULTANCY SERVICES
Through Swire Blanch, the Company provides independent advice on
various aspects of the financial services industry, including the design,
administration and financial control of employee benefits packages, personal
financial planning and pension fund administration. These services are provided,
outside of the United States, to individuals, professional intermediaries,
owner-managed businesses and corporations of all sizes. The Company plans to
continue to develop these services.
The Company competes with other financial service and insurance
companies in providing these services. Some of these competitors may have, or be
affiliated with, entities that have greater financial and other resources than
the Company. The Company competes with these entities on the basis of the
quality, price, innovation, and range of products and services.
EMPLOYEES
As of December 31, 1997, the Company had 1,130 employees. The table
below reflects the number of Company employees by industry segment at December
31 of the respective year:
1997 1996
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Domestic operations 761 648
Foreign operations 369 -
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Total 1,130 648
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The Company believes its relationship with its employees is excellent. The
Company is not a party to any collective bargaining agreement.
CAUTION REGARDING FORWARD-LOOKING STATEMENTS
In connection with the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995, the Company expresses caution that the
following important risk factors, among others, could cause the Company's actual
results to differ materially from those projected in forward-looking statements,
both written and verbal, about the Company made by or on behalf of the Company:
COMPETITION
The reinsurance intermediary business, the Company's primary source of
revenue, is highly competitive. The Company competes with a number of
reinsurance intermediaries in the broker reinsurance market. The consolidation
of reinsurance intermediary competitors through mergers and acquisitions, has
continued in 1997 with the result that certain of the Company's principal
competitors have increased substantially in size and potential resources, which
may make them more formidable competitors. Results of the Company's operations
may also be affected by competition for reinsurance business between broker
reinsurers and direct reinsurance writers. Broker reinsurers compete with direct
writers based primarily upon the price of reinsurance, reinsurance capacity,
contract terms and conditions, quality and extent of services offered, financial
strength, reputation and experience. The Company competes with other reinsurance
intermediaries and direct writers on the basis of the quality and extent of
services offered to ceding companies and the ability to provide solutions that
meet the needs of ceding companies, including price and capacity requirements.
Finally, in certain situations, the Company finds itself in competition for
reinsurance business with other financial institutions which offer alternative
products which attempt to securitize or finance insurance exposures using
various capital market products.
The Company also faces substantial competition in its efforts to
generate revenues by offering unbundled risk management consulting, financial
consulting and administration services to its clients and prospects.
In addition, the Company competes with other entities with respect to
the employment of personnel, including reinsurance brokers. The Company's
competitors include entities which have, or are affiliated with entities that
have, greater financial and other resources than the Company.
DEPENDENCE ON KEY PERSONNEL
The Company's business depends, and will continue to depend, on the
services of its executive officers, senior reinsurance brokers, senior
consultants and other key employees. Such persons may from time to time leave
the Company due to, among other things, retirement, health, personal and
professional reasons. The Company has entered into employment agreements with
most of its executive officers and senior reinsurance brokers. The employment
agreements contain provisions under which the employees have agreed not to
compete with the Company for specified periods of time following termination of
employment. There can be no assurance that the Company will be able to retain
its existing personnel or to find and attract additional qualified employees.
MARKET CONDITIONS IN THE INSURANCE AND REINSURANCE INDUSTRIES
The Company's business is affected by market conditions in the
insurance and reinsurance industries, which historically have been subject to
significant volatility in demand, supply and price.
Insurance companies generally purchase reinsurance in order to, among
other things, manage their exposures on insured risks, maintain acceptable
financial ratios and protect their underwriting results from catastrophic
events. The propensity of insurers to purchase, as well as the propensity of
reinsurers to supply, reinsurance is affected by a variety of factors, including
the level of surplus capacity in the insurance and reinsurance markets,
prevailing premium rates for insurance and reinsurance, underwriting experience,
regulatory considerations, changes in the investment environment and general
economic conditions and business trends.
To the extent that these factors influence the need for, availability
of and price of insurance and reinsurance, they may also affect the amount of
reinsurance brokerage, normally a function of the ceded premium, received by the
Company. For example, when reinsurance premium rates rise, brokerage associated
with a particular amount of coverage placed may increase. The Company's ability
to earn increased brokerage in this instance may, however, be limited if
insurers purchase less reinsurance which has been an increasing trend among the
Company's clients, or if the supply of certain reinsurance coverage is
curtailed. Conversely, declining prices for reinsurance would generally reduce
the brokerage associated with a particular placement. A reduction in brokerage
may, however, be limited if insurers purchase more reinsurance at the lower
premium rates or if more or larger placements of coverages are achieved due to
increases in the supply of reinsurance. The Company's reinsurance brokerage
revenues can also be negatively influenced by clients who choose to increase
their retentions of risk, thereby purchasing less reinsurance, and by
acquisitions of the Company's clients where the acquirer does not purchase
reinsurance, purchases less reinsurance or purchases reinsurance elsewhere.
Price competition among reinsurance intermediaries has increased in
recent years, and there have been instances of fee-based compensation
arrangements between certain large insurers and reinsurance intermediaries such
as the Company. As a result, the compensation received by the Company relative
to premium volume has in certain instances decreased in recent years and there
can be no assurance that these arrangements will not become more prevalent in
the future.
In addition, the development of state or federal underwriting
facilities, pools, or other alternate coverage mechanisms for catastrophic risks
such as earthquakes or hurricanes may, in the future, lead to a reduction in the
amount of such risks insured by primary insurers, and may consequently reduce
such insurers' needs for reinsurance of the type traditionally brokered by the
Company.
The insurance brokerage industry in general is experiencing a period of
low growth due to competitive pricing of underlying insurance and reinsurance
premiums, and competitive pressures on brokerage and commission rates. Although
the Company seeks to achieve growth in this market through its business
strategies, there can be no assurance that these strategies will be successful
to achieve growth in a difficult market environment.
GOVERNMENT REGULATION
Certain countries and states in which the Company operates require the
licensing of certain components of the Company's operations. Reinsurance
intermediary licensing statutes generally require, among other things, a written
contract between the ceding company and the reinsurance intermediary which is
terminable at will by the ceding company. The Company's general agency
operations also require licensing as a managing general agent in the states in
which it does business.
Insurance regulation, including the regulation of intermediaries, has
been subject to increased scrutiny by the National Association of Insurance
Commissioners (the "NAIC") and legislative and regulatory bodies. The NAIC and
state insurance regulators have been reexamining existing laws and regulations,
with an emphasis on insurance company investment and solvency issues. From time
to time members of Congress have raised the possibility of federal regulation
that could result in the federal government assuming some role in the monitoring
of the insurance industry. No assurance can be given as to future legislative or
regulatory changes or as to their effect upon the Company.
FIDUCIARY FUNDS
As an intermediary, the Company acts as a conduit for insurance and
reinsurance premiums and loss payments which are paid to and remitted from
fiduciary accounts. The Company could be liable if it were to mishandle such
funds in violation of its fiduciary obligations.
The Company earns investment income on the fiduciary funds it holds on
behalf of insurance and reinsurance companies. In recent years, although the
volume of funds processed through the Company's fiduciary accounts have
increased due to business growth, the period of time for which the funds are
held has declined due to advances in technology, including electronic transfers
of funds and data. As this trend continues, the amount of investment income
earned by the Company on these funds may diminish. The Company's investment
income on the fiduciary funds also is impacted by fluctuating and potentially
falling interest rates.
SPECIFIC ENGAGEMENTS AND NEW OPPORTUNITIES
The Company has been engaged and is pursuing a variety of specific
engagements and opportunities, in addition to its traditional reinsurance
intermediary and wholesale brokerage lines of business. In its efforts to expand
its revenues, the Company is exploring a variety of potential initiatives and
opportunities that are related to the Company's traditional core business, but
that will require the Company in some instances to operate in areas where the
Company does not have historical experience.
These specific engagements and opportunities give rise to certain risks
and uncertainties. For example, alternative distribution opportunities are
subject to significant negotiations among the Company, the primary insurance
company transferring the insurance risks at issue, the alternative insurance
companies assuming those risks, and the reinsurance marketplace providing the
capacity to support the risk transfer. These alternative distribution
transactions also generally require approval of terms and rates by relevant
state insurance departments. As a result, there can be no assurance these
transactions will be consummated, and the timing of the transactions is
difficult to predict, which can reduce or delay the revenues the Company expects
to receive.
These specific engagements also can result in increased fluctuations in
the Company's earnings. While the revenues in the Company's core reinsurance and
insurance intermediary lines of business also are subject to fluctuation, as
described above, the revenues from these core lines of business do tend to recur
each year, as the reinsurance or insurance contracts are renewed by the
Company's customers. For certain of these specific engagements and new
opportunities, however, the potential revenues may not recur each year.
Also, as the Company expands into new (though related) lines of
business, there likely will be increased unpredictability as to whether the
Company will be successful in those new endeavors. These new opportunities
generally involve technological capabilities and personnel skill sets that the
Company must acquire externally and/or build internally. The demand and revenue
potential for some of these opportunities are unknown or uncertain. For these
reasons, it is possible the Company may invest substantial resources into these
potential specific engagements and opportunities, without achieving the revenues
it anticipates in return.
INTERNATIONAL OPERATIONS
Through Swire Blanch, the Company is significantly increasing its
reinsurance intermediary and wholesale brokerage activities outside of its
traditional territory in the United States. The Company, through this 70%
subsidiary, has offices in the United Kingdom, Copenhagen, Hong Kong, Singapore,
Australia, and Mexico, with additional international offices likely in the
future. The Company has representative offices in Vietnam and China. With these
international operations come increased risks, including the potential that the
Company will not successfully integrate its international operations with its
domestic operations, currency exchange risks, legal and regulatory constraints
and liabilities in jurisdictions where the Company does not have significant
experience, and political risks, especially in third-world countries.
FOREIGN CURRENCY
The Company's primary functional currency is the U.S. dollar. The
functional currency of the Company's foreign operations is the applicable local
currency. Therefore, fluctuations in foreign currency rates can have an impact
on the Company's results of operations. Although many Pacific Rim financial
markets have recently experienced some unusual changes in value, the Company
does not anticipate a significant impact to its business in that area of the
world, but the risk of an adverse impact is inherent in doing business in that
part of the world.
HEADQUARTERS CONSOLIDATION
Starting in April of 1998, the Company is consolidating its
headquarters in Dallas, Texas. This will result in the move of some key
employees to Dallas, Texas from other parts of the country, and the replacement
of some employees with new hires in Dallas. This move could result in added
expenses and some disruption in activities during the near term. While the
Company does not anticipate that the added expenses will be material or the
disruption significant, there is risk in any move or consolidation of corporate
headquarters that is difficult to quantify or project.
YEAR 2000 COMPLIANCE
The Company has performed an assessment of its Year 2000 compliance and
is in the process of implementing steps to ensure Year 2000 compliance. The
Company expects to complete the Year 2000 compliance process for its current
software by December 31, 1998. Any investment in new software made by the
Company includes the requirements associated with Year 2000 compliance. The
additional investment to ensure all current software is Year 2000 compliant is
not expected to be material. The Company faces the risk that the Company and its
subsidiaries fail to achieve Year 2000 compliance or may incur material expense
in connection with such compliance. The Company could also be adversely affected
by the Year 2000 issue if clients or vendors not affiliated with the Company do
not adequately address their own Year 2000 compliance issues.
Item 2.
PROPERTIES
The Company's physical properties consist primarily of leases of
commercial office space. At December 31, 1997, the Company leased 497,000 square
feet of office space, including 330,000 square feet at its four primary
locations, Dallas, London, Minneapolis, and San Antonio. The Company considers
its properties to be adequate for its present and reasonably foreseeable
requirements.
Item 3.
LEGAL PROCEEDINGS
The Company is engaged in legal proceedings in the ordinary course of
business, none of which, either individually or in the aggregate, will, in the
opinion of management, have a material adverse effect on the consolidated
financial position of the Company or the results of its operations.
Item 4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of the Company's security
holders during the Company's fourth quarter.
Item 4A. EXECUTIVE OFFICERS OF THE REGISTRANT (AS OF MARCH 24, 1998)
DATES NEED TO BE ADDED HERE
DATES
ELECTED TO
NAME AND AGE OFFICE PRESENT POSITION AND BUSINESS EXPERIENCE
- ------------ ------ ----------------------------------------
Edgar W. Blanch, Jr. (61) 3/03/93 Chairman and Chief Executive Officer
Prior to General Partner of E. W. Blanch Limited Partnership
3/03/93
Chris L. Walker (40) 10/27/94 President and Chief Operating Officer
3/03/93- Executive Vice President
10/27/94
Prior to General Partner of E. W. Blanch Limited Partnership
3/03/93
Frank S. Wilkinson, Jr. (58) 3/03/93 Executive Vice President
Prior to General Partner of E. W. Blanch Limited Partnership
3/03/93
Ian D. Packer (32) 7/01/96 Executive Vice President and Chief Financial Officer
1993- President and Chief Executive Officer - MarketLink, Inc.
1996 (Communications technology company)
1990- Vice President and General Partner -
1993 IAI Capital Group/Great Northern Capital (Merchant
banking group)
David L. Samuel (34) 1/22/98 Senior Vice President and Chief Accounting Officer
11/04/94- Group Finance Director - Swire Fraser
1/22/98 Group/Swire Blanch Group
Prior to Group Financial Controller - Swire Fraser
11/04/94 Group
James E. Erickson (47) 2/03/97 Senior Vice President and Chief Information Officer
1995-1997 Senior Vice President - GCC Networks (Developer of
software)
1992-1995 Vice President - Nordictrak (Manufacturer of exercise
equipment)
Daniel P. O'Keefe (45) 4/01/96 Senior Vice President, General Counsel and Corporate Secretary
Prior to Partner - Dorsey & Whitney LLP (law firm)
4/01/96
Arthur C. Schmalbach (50) 10/16/94 Senior Vice President
3/03/93- Vice President
10/16/94
Prior to Vice President - E. W. Blanch Limited Partnership
3/03/93
PART II
Item 5.
MARKET FOR REGISTRANT'S COMMON EQUITY
AND RELATED SHAREHOLDER MATTERS.
The information required by Item 5 is incorporated herein by reference
to the section entitled "Stocklisting and Trading Information" on the Inside
Back Cover of the Company's 1997 Annual Report to Shareholders.
Item 6.
SELECTED FINANCIAL DATA
The information on page 20 of the Company's 1997 Annual Report to
Shareholders is incorporated herein by reference.
Item 7.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The information on pages 21 through 26 of the Company's 1997 Annual
Report to Shareholders is incorporated herein by reference.
Item 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information on pages 28 through 39 of the Company's 1997 Annual
Report to Shareholders is incorporated herein by reference.
Item 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE.
Not Applicable.
PART III
Item 10.
DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
The information required by Item 10 with regard to Directors is
incorporated herein by reference to the section entitled "Election of Directors"
on page 2 in the Company's proxy statement for its Annual Meeting of
Shareholders in 1998. The information required by Item 10 with regard to
executive officers is set forth in Item 4A hereof. The information required by
Item 10 with regard to Section 16 reporting is incorporated by reference to the
section entitled "Section 16(a) Beneficial Ownership Reporting Requirements" on
page 5 of the Company's proxy statement for its Annual Meeting of Shareholders
in 1998.
Item 11.
EXECUTIVE COMPENSATION
The information required by Item 11 is incorporated herein by reference
to the sections entitled "Directors Compensation" and "Executive Compensation"
on pages 7 and 8 respectively, in the Company's proxy statement for its Annual
Meeting of Shareholders in 1998.
Item 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required in Item 12 is incorporated herein by reference
to the section entitled "Security Ownership of Certain Beneficial Owners" on
page 5 in the Company's proxy statement for its Annual Meeting of Shareholders
in 1998.
Item 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by Item 13 is incorporated herein by reference
to the section entitled "Certain Relationships and Related Transactions" on page
14 in the Company's proxy statement for its Annual Meeting of Shareholders in
1998.
PART IV
Item 14.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
AND REPORTS ON FORM 8-K
(a)(1) The following consolidated financial statements of E. W. Blanch
Holdings, Inc. included in the 1997 Annual Report to Shareholders are
incorporated by reference into this Report by Item 8 hereof:
Report of Independent Auditors
Consolidated Balance Sheets as of December 31, 1997 and 1996
Consolidated Statements of Income for the years ended December 31,
1997, 1996 and 1995
Consolidated Statements of Shareholders' Equity for the years ended
December 31, 1997, 1996, and 1995
Consolidated Statements of Cash Flows for the years ended December 31,
1997, 1996, and 1995
Notes to Consolidated Financial Statements
(a)(2) All schedules to the consolidated financial statements listed in
Article 5 of Regulation S-X are not required under the related
instructions or are inapplicable and therefore have been omitted.
(a)(3) The Exhibits required to be a part of this Report are listed in the
Index to Exhibits on page 19 hereof.
Pursuant to Item 601 (b) (4) (iii) of Regulation S-K, copies of certain
instruments defining the rights of holders of certain long-term debt of
the Company are not filed, and in lieu thereof, the Company agrees to
furnish copies thereof to the Securities and Exchange Commission upon
request.
(b) Reports on Form 8-K
The registrant filed no Current Reports on Form 8-K during the quarter
ended December 31, 1997.
(c) Exhibits
Included in Item 14(a)(3) above.
(d) Financial Statement Schedules
Included in Item 14(a)(2) above.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, E. W. Blanch Holdings, Inc. has duly caused this annual
report on Form 10-K to be signed on its behalf by the undersigned, thereunto
duly authorized, on March 25, 1998.
E. W. BLANCH HOLDINGS, INC.
(Registrant)
By: /s/ Edgar W. Blanch, Jr.
--------------------------------------------
Edgar W. Blanch, Jr., Chairman of the Board,
Chief Executive Officer and Director
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of E. W.
Blanch Holdings, Inc. and in the capacities indicated on March 25, 1998.
Signature Title
--------- -----
/s/ Edgar W. Blanch, Jr. Chairman of the Board, Chief Executive
- ----------------------------------- Officer and Director
Edgar W. Blanch, Jr.
/s/ Ian D. Packer Executive Vice President and Chief
- ----------------------------------- Financial Officer
Ian D. Packer
/s/ David L. Samuel Senior Vice President and Chief Accounting
- ----------------------------------- Officer
David L. Samuel
Edgar W. Blanch, Jr., pursuant to powers of attorney which are being
filed with this Annual Report on Form 10-K, has signed below on March 25, 1998
as attorney-in-fact for the following directors of the Registrant:
James N. Land, Jr. William B. Madden
Steven G. Rothmeier Joseph D. Sargent
Paul B. Ingrey Chris L. Walker
Frank S. Wilkinson, Jr.
/s/ Edgar W. Blanch, Jr.
-------------------------------------
Edgar W. Blanch, Jr.
Attorney-in-fact
INDEX TO EXHIBITS
Exhibit
Number Description
- ------ -----------
3.1 Restated Certificate of Incorporation of the Company (5)
3.2 By-Laws of the Company (2)
4.1 Specimen Common Stock Certificate (2)
4.2 Rights Agreement, dated as of January 24, 1997, between the
Registrant and Norwest Bank Minnesota, N.A., as Rights Agent
(3)
10.1* Non-Employee Directors Stock Plan (2)
10.2* Directors' Stock Option Plan (1)
10.3* 1993 Stock Incentive Plan, as amended (2)
10.4* 1997 Stock Incentive Plan (1)
10.5* Executive Restricted Stock Incentive Plan (1)
10.6* 1997 Management Incentive Plan (1)
10.7* Employment Agreement between the Company and Edgar W. Blanch, Jr.
(4)
10.8* Employment Agreement between the Company and Frank S. Wilkinson,
Jr. (2)
10.9* Employment Agreement between the Company and Chris L. Walker (2)
10.10* Employment Agreement between the Company and Daniel P. O'Keefe
(1)
10.11* Agreement of Limited Partnership of Conning Insurance Capital
Limited Partnership III (5)
10.12* Stock Purchase Agreement, dated as of February 10, 1997, between
the Registrant and Edgar W. Blanch, Jr. (5)
10.13* Specimen Severance Agreement (7)
10.14* Schedule of Executives Receiving Severance Agreements (7)
11 Computation of Earnings Per Share (8)
13 Portions of the 1997 Annual Report to Shareholders incorporated
by reference in this Form 10-K (1)
21 Subsidiaries of the Company (1)
23 Consent of Ernst & Young LLP (1)
24 Powers of Attorney (1)
27.1 Financial Data Schedule for the year ended December 31, 1997 (1)
27.2 Restated Financial Data Schedule for the quarters ended
March 31, 1997, June 30, 1997 and September 30, 1997 (1)
27.3 Restated Financial Data Schedule for the quarters ended
March 31, 1996, June 30, 1996, September 30, 1996 and the
twelve months ended December 31, 1996 (1)
- -------------------------------------
(1) Filed with this Annual Report on Form 10-K
(2) Incorporated by reference to the Company's Registration Statement on
Form S-1, Registration No. 33-59198.
(3) Incorporated by reference to the Company's Registration Statement on
Form 8-A, dated January 24, 1997.
(4) Filed with the Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 1997.
(5) Filed with the Company and Annual Report on Form 10-K for the fiscal
year ended December 31, 1996.
(6) Filed with the Company's Annual Report on Form 10-K, as amended, for
the fiscal year ended December 31, 1994.
(7) Filed with the Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended September 30, 1997.
(8) The information required by Exhibit 11 is incorporated by reference to
Note 8 to the Company's Consolidated Financial Statements for the year
ended December 31, 1997 included in Exhibit 13 with this Annual Report
on Form 10-K.
* Management contract and compensatory plan or arrangement required to
be filed pursuant to Item 601 (b)
(10)(iii)(A) of Regulation S-K.