-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EMqT7jd4VwUHiIM17fQZktREXePARwpTTcUkKorpuRxOjCe6G1VhGdzwdWK0EmPq +wXaE990hLOEDtgEvlcPRg== 0000908834-97-000132.txt : 19970521 0000908834-97-000132.hdr.sgml : 19970521 ACCESSION NUMBER: 0000908834-97-000132 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970520 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: GORAN CAPITAL INC CENTRAL INDEX KEY: 0000925600 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-24366 FILM NUMBER: 97611505 BUSINESS ADDRESS: STREET 1: 181 UNIVERSITY AVE - STE 1101 STREET 2: BOX 11 CITY: TORONTO ONTARIO CANA STATE: A6 BUSINESS PHONE: 4165941155 MAIL ADDRESS: STREET 1: 4720 KINGSWAY DRIVE CITY: INDIANAPOLIS STATE: IN ZIP: 46205 10-K/A 1 AMENDMENT NO. 2 FORM 10-K/A2* SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 * Amendment No. 2 to Form 10-K for the fiscal year ended December 31, 1996 (MARK ONE) ( X ) Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the year ended December 31, 1996. ( ) 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: 000-24366 GORAN CAPITAL INC. (Exact name of registrant as specified in its charter) CANADA Not Applicable (State or other jurisdiction of (I.R.S. Employer Identification No.) Incorporation or organization) 181 University Avenue, Suite 1101 M5H 3M7 Toronto, Ontario Canada (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (416) 594-1155 (Canada) (317) 259-6300 (U.S.A.) Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Shares (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 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 the Issuer's Common Stock held by nonaffiliates, as of March 25, 1997 was $128,101,996 (US). The number of shares of Common Stock of the Registrant, without par value, outstanding as of March 25, 1997 was 5,569,652. Documents Incorporated By Reference: Portions of the Annual Report to Shareholders and the Proxy Statement for the 1997 Annual Meeting of Shareholders are incorporated into Parts II and III. [ ] Exchange Rate Information The accounts and financial statements of Goran Capital Inc. (the "Company") are maintained in U.S. Dollars. In this Report all dollar amounts are expressed in U.S. Dollars except where otherwise indicated. The following table sets forth, for each period indicated, the average exchange rates for U.S. Dollars expressed in Canadian Dollars on the last day of each month during such period, the high and the low exchange rate during that period and the exchange rate at the end of such period, based upon the noon buying rate in New York City for cable transfers in foreign currencies, as certified for customs purposes by the Federal Reserve Bank of New York (the "Noon Buying Rate"). Foreign Exchange Rates U.S. to Canadian Dollars For The Years Ended December 31, 1996 1995 1994 1993 1992 Average .7339 .7287 .7322 .7733 .8342 Period End .7301 .7325 .7129 .7544 .7865 High .7472 .7465 .7642 .8046 .8757 Low .7270 .7099 .7097 .7439 .7761 Accounting Principles The financial information contained in this document is stated in U.S. Dollars and is expressed in accordance with Canadian Generally Accepted Accounting Principles unless otherwise stated. GORAN CAPITAL INC. ANNUAL REPORT ON FORM 10-K/A December 31, 1996 PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K SIGNATURES PART IV ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K The documents listed below are filed as a part of this Report except as otherwise indicated: 1. Financial Statements. The following described consolidated financial statements found on pages 14 through 33 of the 1996 Annual Report indicated below are incorporated into Item 8 of this Report by reference. Description of Financial Statement Item Report of Independent Accountants Consolidated Balance Sheets, December 31, 1996 and 1995 Consolidated Statements of Earnings, Years Ended December 31, 1996 and 1995 Consolidated Statements of Retained Earnings (Deficit), Years Ended December 31, 1996 and 1995 Consolidated Statements of Changes in Cash Resources, Years Ended December 31, 1996 and 1995 Notes to Consolidated Financial Statements, Years Ended December 31, 1996 and 1995 The following described consolidated financial statements found on pages 12 through 23 of the 1995 Annual Report indicated below are incorporated into Item 8 of this Report by reference. Description of Financial Statement Item Report of Independent Accountants Consolidated Balance Sheets, December 31, 1995 and 1994 Consolidated Statements of Operations, Years Ended December 31, 1995 and 1994 Consolidated Statements of Deficit, Years Ended December 31, 1995 and 1994 Consolidated Statements of Changes in Cash Resources, Years Ended December 31, 1995 and 1994 Notes to Consolidated Financial Statements, Years Ended December 31, 1995 and 1994 2. Financial Statement Schedules. The following financial statement schedules are included herein. Description of Financial Statement Item Report of Independent Accountant On Differences Between Canadian and United States Generally Accepted Accounting Principles and Supplementary Schedules Differences Between Canadian And United States Generally Accepted Accounting Principles Exhibit 1 - Consolidated Statement of Changes In Cash Resources Exhibit 2 - Summary of Investments That Exceed 10% Of Shareholders' Equity Exhibit 3 - Summary of Non Income Producing Investments Exhibit 4 - Amounts Due From Insurance Companies In Excess of 10% of Shareholders' Equity Exhibit 5 - Analysis Of Changes In Shareholders' Equity Schedule I - Summary Of Investments Other Than Investments In Related Parties Schedule II - Condensed Financial Information Of Registrant Schedule IV - Reinsurance Schedule V - Valuation And Qualifying Accounts Schedule VI - Supplemental Information Concerning Property-Casualty Insurance Operations Schedules other than those listed above have been omitted because the required information is contained in the financial statements and notes thereto or because such schedules are not required or applicable. 3. Exhibits. The Exhibits set forth on the Index to Exhibits are incorporated herein by reference. 4. Reports on Form 8-K. Registrant filed no reports on Form 8-K during the quarter ended December 31, 1996. GORAN CAPITAL INC. Differences Between Canadian And United States General Accepted Accounting Principles For The Years Ended December 31, 1996, 1995 and 1994 A reconciliation of financial statement amounts from Canadian Generally Accepted Accounting Principles to U.S. Generally Accepted Accounting Principles is as follows: 1996 1995 1994 Net Earnings In Accordance With Canadian Generally Accepted Accounting Principles $31,296 $7,171 $3,940 Add Effect Of Difference In Accounting For: Deferred Income Taxes (See Note (e)) (64) (344) 1,180 Outstanding Claims (See Note (f)) 62 (161) 88 Net Earnings In Accordance With United States Generally Accepted Accounting Principles $31,294 $6,666 $5,208 Applying United States Generally Accepted Accounting Principles, deferred income tax assets would be increased by $1,357, $1,466 and $1,742, outstanding claims would be increased by $1,261, $1,327 and $1,134 and cumulative translation adjustment would be increased by $41, $36, and $14, as at December 31, 1996, 1995 and 1994, respectively. As a result of these adjustments, retained earnings would be increased by $96, $139 and $608 as at December 31, 1996, 1995 and 1994, respectively. The effect of the above noted differences on other individual balance sheet items and on working capital is not significant. B. Earnings Per Share Earnings per share, as determined in accordance with United States Generally Accepted Accounting Principles, are set out below. Primary earnings per share are computed based on the weighted average number of common shares outstanding during the year plus common share equivalents consisting of stock options and warrants. Primary and fully diluted earnings per share are calculated using the Treasury Stock method and assume conversion of securities when the result is dilutive. The following average number of shares were used for the compilation of primary and fully diluted earnings per share: 1996 1995 1994 Primary $5,724,476 $5,567,644 $5,399,463 Fully Diluted 5,724,476 5,567,644 5,399,463 Earnings per share, as determined in accordance with U.S. Generally Accepted Accounting Principles, are as follows: 1996 1995 1994 Primary Earnings Per Share $5.47 $1.20 $0.96 Fully Diluted Earnings Per Share 5.47 1.20 0.96 C. Statement Of Changes In Cash Resources U.S. Generally Accepted Accounting Principles require that the components of the changes in cash resources, in most cases, be reported on a gross basis. Exhibit 1 is a Statement of Cash Resources that incorporates the necessary added disclosure detail. D. Supplemental Cash Flow Information Cash paid for interest and income taxes is summarized as follows: 1996 1995 1994 Cash Paid For Interest $4,005 $1,548 $1,773 Cash Paid For Income Taxes, Net of Refunds 9,825 1,953 166 E. Income Taxes The difference in accounting for deferred income taxes reflects the adoption for U.S. Generally Accepted Accounting Principles, effective January 1, 1993, of Statement of Financial Accounting Standards No. 109 ("SFAS" No. 109"), "Accounting for Income Taxes". This standard requires an asset and liability approach that takes into account changes in tax rates when valuing the deferred tax amounts to be reported in the balance sheet. Deferred tax assets recognized under Canadian Generally Accepted Accounting Principles and Accounting Principles Board Opinion No. 11, which require realization beyond a reasonable doubt in order to record the assets, amounted to $NIL, $73 and $214 at December 31, 1996, 1995 and 1994, respectively, and pertained to Canadian operations only. The adoption of SFAS No. 109 results in additional deferred tax assets recognized for deductible temporary differences and loss carry-forwards in the amount of $3,531, $2,581 and $2,375 net of valuation allowances of $NIL, $69 and $260 and deferred tax liabilities recognized for taxable temporary differences in the amount of $2,174, $1,114 and $633 at December 31, 1996, 1995 and 1994, respectively. F. Outstanding Claims The difference in accounting for outstanding claims reflects the application for U.S. Generally Accepted Accounting Principles of SEC Staff Accounting Bulletin No. 62, "Discounting By Property/Casualty Insurance Companies". This standard does not allow discounting of unpaid claim liabilities by public companies, except in specific circumstances that are not applicable to the Company. G. Receivables From Sale Of Capital Stock The SEC Staff Accounting Bulletins require that accounts or notes receivable arising from transactions involving capital stock should be presented as deductions from shareholders' equity and not as assets. Accordingly, in order to comply with U.S. Generally Accepted Accounting Principles, shareholders' equity would be reduced by $595, $563 and $593 at December 31, 1996, 1995 and 1994, respectively, to reflect the loans due from certain shareholders which relate to the purchase of common shares of the Company. H. Concentration Of Investments U.S. Generally Accepted Accounting Principles require that disclosure be made of significant concentrations of investments and of investments that are non-income producing. The Company considers investments whose value exceeds 10% of shareholders' equity to be significant. The relevant disclosures are provided in Exhibits 2 and 3, respectively. I. Concentrations of Credit Risk U.S. Generally Accepted Accounting Principles require disclosure of significant concentrations of credit risk. The Company's credit risk is with respect to amounts receivable from other insurance companies. The Company considers credit risks in excess of 10% of shareholders' equity to be significant. The relevant disclosure is provided in Exhibit 4. J. Unrealized Loss On Investments U.S. Generally Accepted Accounting Principles require that unrealized losses on investment portfolios be included as a component in determining shareholders' equity. In addition, SFAS No. 115 permits prospective recognition of unrealized gains on investment portfolios for year-ends commencing after December 15, 1993. As a result, shareholders' equity would be increased by $1,225 as at December 31, 1996 and reduced by $221 and $1,383 as at December 31, 1995 and 1994, respectively. K. Changes In Shareholders' Equity An analysis of the components of the change in shareholders' equity, determined in accordance with Canadian Generally Accepted Accounting Principles, is provided in Exhibit 5. A reconciliation of shareholders' equity from Canadian Generally Accepted Accounting Principles to U.S. Generally Accepted Accounting Principles is as follows: 1996 1995 1994 Shareholders' Equity In Accordance With Canadian Generally Accepted Accounting Principles $47,258 $12,622 $ 5,067 Add (deduct) Effect Of Difference In Accounting For: Deferred Income Taxes (See Note (a)) 1,357 1,466 1,742 Outstanding Claims (See Note (a)) (1,261) (1,327) (1,134) Receivables From Sale Of Capital Stock (See Note (g)) (595) (563) (593) Unrealized Gain (Loss) On Investments (See Note (j)) 1,225 (221) (1,383) Shareholders' Equity (Deficiency) In Accordance With U.S. Generally Accepted Accounting Principles $47,984 $11,977 $ 3,699 GORAN CAPITAL INC. Consolidated Statement of Changes In Cash Resources For the Year Ended December 31, (In Thousands of U.S. Dollars) 1996 1995 1994 Cash Provided By Operating Activities: Net income for the period $ 31,296 $7,171 $3,941 Items Not Affecting Cash Resources: Amortization 2,438 693 566 Minority Interest In Net Income Of Consolidated Subsidiary 2,801 (16) 16 Loss (gain) On Sale Of Investments 637 198 (358) Loss (gain) On Sale Of Capital Assets (4) (7) (1) Increase in Unearned Premiums 13,178 9,247 (7,037) Increase (Decrease) In Outstanding Losses (4,545) 29,289 (18,341) Decrease (Increase) In Deferred Policy Acquisition Costs 1,649 (3,058) (864) Decrease In Deferred Income Taxes 73 147 214 Decrease In Goodwill 0 0 0 Decrease (Increase) in Reinsurance Recoverable on outstanding claims 8,464 (25,930) 22,259 Decrease (Increase) in prepaid reinsurance premiums (8,785) 916 (3,548) Decrease (Increase) In Other Assets (2,433) (470) 78 Items Not Involving Cash 13,473 11,009 7,058 Increase (Decrease) In Accounts Payable 5,576 (2,291) 1,352 Decrease (Increase) In Accounts Receivable (19,448) (6,252) (13,775) Changes In Operating Working Capital (13,872) (8,543) (12,423) 30,897 9,637 (1,424) Financing Activities: Issue Of Share Capital 599 303 34 Reduction Of Subordinated Debenture (11,085) (1,462) (1,047) Increase (Decrease) Of Borrowed Funds 42,189 220 722 Increase (Decrease) in Contributed Surplus 2,775 0 0 Increase (Decrease) in Minority Interest 38,225 0 0 Investing Activities: Net (Purchase) Sale Of Marketable Securities (11,996) (4,147) 2,118 Acquisition of subsidiary (66,590) 0 0 Proceeds On Sale Of Capital Assets 14 11 5 Net Purchase Of Capital Assets (2,473) (1,692) (634) Other 563 155 (401) Change In Cash Resources During The Year 23,118 3,025 (627) Cash Resources, Beginning Of Year 10,613 7,588 8,215 Cash Resources, End Of Year 33,731 10,613 7,588 Cash Resources Are Comprised Of: Cash 4,679 4,171 (116) Short-Term Investments 29,052 6,442 7,704 33,731 10,613 7,588 GORAN CAPITAL INC. CONSOLIDATED SUMMARY OF INVESTMENTS THAT EXCEED 10% OF SHAREHOLDERS' EQUITY For The Year Ended December 31, 1996 (In Thousands of U.S. Dollars) Fixed Short-Term Total Maturities Investments Investment Federal Home Loan Bank $ 9,770 $ $ 9,770 Federal National Mortgage Association $14,885 $ $14,885 U.S. Treasury Notes $26,318 $ $26,318 U.S. Treasury Bills $ $10,292 $61,265 GORAN CAPITAL INC. Consoldiated Shareholders' Equity In Accordance With United States GAAP As At December 31, 1996 (In Thousands of U.S. Dollars) Consolidated Shareholders' Equity in Accordance with U.S. GAAP $47,983,000 Threshold (Rounded) 4,798,300 GORAN CAPITAL INC. Concentration of Credit Risk Amounts Due From Other Insurance Companies Paid and Unpaid Claims As At December 31, 1996 (In Thousands of U.S. Dollars) Company Name Amount Centre Reinsurance (Bermuda) Limited $16,764 Federal Crop Insurance Corporation $21,800 Total $38,564 Notes: Accounts listed above are amounts greater than $4,798,000 (U.S.) which is approximately 10% of Shareholders' Equity at December 31, 1996. Amounts are net of trust accounts posted as collateral with original cedents, with respect to certain retrocession agreements in which the Company is a retrocessionnaire. GORAN CAPITAL INC. ANALYSIS OF CHANGES IN SHAREHOLDERS' EQUITY As at December 31, (In Thousands of U.S. Dollars) 1996 1995 1994 Capital Stock $16,875 $ 16,126 $ 16,091 Contributed Surplus 0 0 0 Deficit (3,895) (11,066) (15,007) Cumulative Translation Adjustment (358) 7 (173) Shareholders' Equity - Opening Balance $12,622 $ 5,067 $ 911 Activity For The Year Issue Of Share Capital 541 749 35 Contributed Surplus 2,775 0 0 Net Income For The Year 31,296 7,171 3,941 Translation Adjustment for The Year 24 (365) 180 Shareholders' Equity - Ending Balance 47,258 12,622 5,067 Comprised Of: Capital Stock 17,416 16,875 16,126 Contributed Surplus 2,775 0 0 Retained Earnings (Deficit) 27,401 (3,895) (11,066) Cumulative Translation Adjustment (334) (358) 7 Shareholders' Equity - Ending Balance 47,258 12,622 5,067 GORAN CAPITAL INC. - CONSOLIDATED SCHEDULE I - SUMMARY OF INVESTMENTS - OTHER THAN INVESTMENTS IN RELATED PARTIES As at December 31, 1996 (In Thousands of U.S. Dollars) Estimated Amount On Type of Investment Cost Market Value Balance Sheet Fixed Maturities: Bonds: Government and Government Agencies $ 57,804 $ 57,826 $ 57,804 States and Municipalities 3,587 3,651 3,587 Public Utilities 350 379 350 All Other Corporate Bonds 76,071 76,527 76,071 Total Fixed Maturities $137,812 $138,383 $137,812 Equity Securities: Common Stocks $ 28,075 $ 28,729 $ 28,075 Preferred Stocks 0 0 0 Total Equity Securities $ 28,075 $ 28,729 $ 28,075 Mortgage Loans on Real Estate 2,430 2,430 2,430 Real Estate 4,548 4,548 4,548 Other Long-Term Investments 75 75 75 Short Term Investments 29,052 29,052 29,052 Total Investments $201,992 $203,217 $201,992 GORAN CAPITAL INC. - CONSOLIDATED SCHEDULE II - CONDENSED FINANCIAL INFORMATION OF REGISTRANT (Parent Company) Balance Sheet As At December 31, (In Thousands U.S. Dollars) 1995 1996 Assets Cash $ 319 $ 812 Accounts Receivable 419 379 Capital and Other Assets 543 750 Investment In Subsidiaries 10,772 10,807 Total Assets $ 12,054 $ 12,748 Liabilities and Shareholders' Equity Accounts Payable $ 9,758 $ 1,225 Other Payables 973 757 Subordinated Debenture 0 11,084 Total Liabilities 10,731 13,066 Shareholders' Equity Common Shares 18,473 18,002 Deficit (17,150) (18,320) Total Shareholders' Equity 1,323 (318) Total Liabilities and Shareholders' Equity $12,054 $12,748 GORAN CAPITAL INC. Statement of Earnings (Loss) For The Years Ended December 31, (In Thousands of U.S. Dollars) 1996 1995 1994 Revenues Management Fees $ 352 $ 796 $ 901 Royalty Income 0 0 69 Dividend Income 3,500 0 0 Other Income 0 0 1,449 Net Investment Income 264 448 399 Total Revenues 4,116 1,244 2,818 Expenses Debenture Interest Expense 868 998 1,089 Amortization 200 114 160 General, Administrative And Acquisition Expenses 1,879 1,338 1,170 Total Expenses 2,946 2,450 2,419 Net Income (Loss) $ 1,170 $ (1,206) 399 Deficit, beginning of year (18,320) (17,114) (17,513) Deficit, end of year (17,150) (18,320) (17,114) GORAN CAPITAL INC. - CONSOLIDATED SCHEDULE II - CONDENSED FINANCIAL INFORMATION OF REGISTRANT For The Years Ended December 31, 1994, 1995 and 1996 (In Thousands of U.S. Dollars) 1994 1995 1996 Cash Flows From Operations: Net Income (Loss) $ 1,170 $ (1,206) $ 399 Items Not Involving Cash: Amortization 199 114 160 Gain on Sale of Capital Assets (4) (7) 0 Decrease (Increase) in Accounts Receivable (40) 1,822 40 Decrease (Increase) in Other Assets (3) (29) (2) Increase (Decrease) in Accounts Payable 8,533 1,227 (164) Increase (Decrease) in Other Payables 0 (141) (214) Net Cash Provided (Used) by Operations 10,071 1,780 219 Cash Flows From Financing Activities: Redemption of Share Capital by Subsidiary 0 0 623 Proceeds on Sale of Capital Assets 14 11 0 Issue of Common Shares 599 305 35 Net Cash Provided By Financing Activities 613 316 658 Cash Flows From Investing Activities: Purchase of Fixed Assets 0 (3) 0 Other, net (93) 3 0 Reduction of Debentures (11,084) (1,454) (1,076) Net Cash Used by Investing Activities: (11,177) (1,454) (1,076) Net Increase (Decrease) in Cash (493) 642 (199) Cash at Beginning of Year 812 170 369 Cash At End of Year 319 812 170 Cash Resources are Comprised of: Cash 187 109 (29) Short-Term Investments 132 703 199 319 812 170 GORAN CAPITAL INC. - CONSOLIDATED SCHEDULE II - CONDENSED FINANCIAL INFORMATION OF REGISTRANT For The Years Ended December 31, 1994, 1995 and 1996 Basis of Presentation The condensed financial information should be read in conjunction with the consolidated financial statements of Goran Capital Inc. The condensed financial information includes the accounts and activities of the Parent Company which acts as the holding company for the insurance subsidiaries. GORAN CAPITAL INC. - CONSOLIDATED SCHEDULE IV - REINSURANCE For The Years Ended December 31, (In Thousands of U.S. Dollars) 1996 1995 1994 Direct Amount $102,178 $122,088 $298,596 Assumed From Other Companies $ 24,800 $ 29,629 $ 9,038 Ceded To Other Companies $ 68,505 65,356 87,202 Net Amount $ 58,473 $ 86,361 $220,432 Percentage Of Amount Assumed To Net 42.4% 34.3% 4.1% GORAN CAPITAL INC. - CONSOLIDATED SCHEDULE V - VALUATION AND QUALIFYING ACCOUNTS For The Years Ended December 31, (In Thousands of U.S. Dollars) 1994-Allowance 1995-Allowance 1996-Allowance for Doubtful for Doubtful for Doubtful Accounts Accounts Accounts Additions: Balance At Beginning Of Period $1,179 $1,209 $ 927 Charged To Costs And Expenses (1) (86) 2,523 5,034 Charged to Other Accounts - - - - - - 0 Deductions From Reserves (116) (2) 2,805 (2) 4,981 (2) Balance At End Of Period $1,209 $ 927 $1,480 (1) In 1993, the Company began to direct bill policyholders rather than agents for premiums. Therefore, bad debt expenses in 1993 increased accordingly. During late 1994 and into 1995, the Company experienced an increase in premiums written. During 1995, the Company further evaluated the collectibility of this business and incurred a bad debt expense of approxi- mately $2.5 million. The Company continually monitors the adequacy of its allowance for doubtful accounts and believes the balance of such allowance at December 31, 1993, 1994 and 1995 was adequate. (2) Uncollectible accounts written off, net of recoveries. GORAN CAPITAL INC. - CONSOLIDATED SCHEDULE VI - SUPPLEMENTAL INFORMATION CONCERNING PROPERTY - CASUALTY INSURANCE OPERATIONS For The Years Ended December 31, (In Thousands of U.S. Dollars) 1996 1995 1994 Deferred Policy Acquisition Costs $ 12,800 $ 2,379 $ 1,479 Reserves for Losses and Loss Adjustment Expenses 101,719 59,421 29,269 Unearned Premiums 87,825 17,497 14,416 Earned Premiums 191,759 49,641 32,126 Net Investment Income 6,738 1,173 1,241 Losses And Loss Adjustment Expenses Incurred Related To: Current Years 137,895 35,184 26,268 Prior Years (570) 787 202 Paid Losses And Loss Adjustment Expenses 130,895 31,075 26,995 Amortization Of Deferred Policy Acquisition Costs 27,657 7,150 4,852 Premiums Written 305,499 $124,634 $103,134 Note: All amounts in the above table are net of the effects of reinsurance and related commission income, except for net investment income regarding which reinsurance is not applicable, premiums written liabilities for losses and loss adjustment expenses, and unearned premiums which are stated on a gross basis. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this amended report to be signed on its behalf by the undersigned, thereto duly authorized. GORAN CAPITAL INC. May 19, 1997 By: /s/ Alan G. Symons -------------------------------------- Alan G. Symons, President and Chief Executive Officer EXHIBIT INDEX Reference to Regulation S-K Exhibit No. Document 1 Final Draft of the Underwriting Agreement dated November 4 1996 among Registrant, Symons International Group, Inc., Advest, Inc. and Mesirow Financial, Inc. 3.1 The Registrant's Articles of Incorporation are incorporated by reference to Exhibit 1 of the Registrant's Form 20-F, filed October 31, 1994. 3.2 Registrant's Restated Bylaw 1 4.1 Sample Share Certificate and Articles of Amalgamation defining rights attaching to common shares are incorporated by reference to Exhibit 2 of Registrant's Form 20-F filed October 31, 1994. 10.1 The Stock Purchase Agreement among Registrant, Symons International Group, Inc., Fortis, Inc. and Interfinancial, Inc. dated January 31, 1996 is incorporated by reference to Exhibit 10.1 of Symons International Group, Inc.'s Registration Statement on Form S-1, Reg. No. 333-9129. 10.2(1) The Stock Purchase Agreement among GGS Management Holdings, Inc., GS Capital Partners II, L.P., Registrant and Symons International Group, Inc. dated January 31, 1996 is incorporated by reference to Exhibit 10.2(1) of Symons International Group, Inc.'s Registration Statement on Form S-1, Reg. No. 333-9129. 10.2(2) The First Amendment to the Stock Purchase Agreement by and among GGS Management Holdings, Inc., GS Capital Partners II, L.P., Registrant and Symons International Group, Inc. dated March 28, 1996 is incorporated by reference to Exhibit 10.2(2) of Symons International Group, Inc.'s Registration Statement on Form S-1, Reg. No. 333-9129. 10.2(3) The Second Amendment to the Stock Purchase Agreement by and among GGS Management Holdings, Inc., GS Capital Partners II, L.P., Registrant and Symons International Group, Inc. dated April 30, 1996 is incorporated by reference to Exhibit 10.2(3) of Symons International Group, Inc.'s Registration Statement on Form S-1, Reg. No. 333-9129. 10.2(4) The Third Amendment to the Stock Purchase Agreement by and among GGS Management Holdings, Inc., GS Capital Partners II, L.P., Registrant, Symons International Group, Inc. and Pafco General Insurance Company dated September 24, 1996 is incorporated by reference to Exhibit 10.2(4) of Symons International Group, Inc.'s Registration Statement on Form S-1, Reg. No. 333-9129. 10.3(1) The Stockholders Agreement among GGS Management Holdings, Inc., GS Capital Partners II, L.P., Symons International Group, Inc. and Registrant dated April 30, 1996 is incorporated by reference to Exhibit 10.3(1) of the Symons International Group, Inc.'s Registration Statement on Form S-1, Reg. No. 333-9129. 10.3(2) The Amended and Restated Stockholder Agreement among GGS Management Holdings, Inc., GS Capital Partners II, L.P., Symons International Group, Inc. and Registrant dated September 24, 1996 is incorporated by reference to Exhibit 10.3(2) of Symons International Group, Inc.'s Registration Statement on Form S-1, Reg. No. 333-9129. 10.4 The Registration Rights Agreement among GGS Management Holdings, Inc., GS Capital Partners II, L.P., Registrant and Symons International Group, Inc. dated April 30, 1996 is incorporated by reference to Exhibit 10.4 of Symons International Group, Inc.'s Registration Statement on Form S-1, Reg. No. 333-9129. 10.5 The Management Agreement among Superior Insurance Company, Superior American Insurance Company, Superior Guaranty Insurance Company and GGS Management, Inc. dated April 30, 1996 is incorporated by reference to Exhibit 10.5 of Symons International Group, Inc.'s Registration Statement on Form S-1, Reg. No. 333-9129. 10.6 The Management Agreement between Pafco General Insurance Company and Symons International Group, Inc. dated May 1, 1987, as assigned to GGS Management, Inc. effective April 30, 1996, is incorporated by reference to Exhibit 10.6 of Symons International Group, Inc.'s Registration Statement on Form S-1, Reg. No. 333-9129. 10.7 The Administration Agreement between IGF Insurance Company and Symons International Group, Inc. dated February 26, 1990, as amended, is incorporated by reference to Exhibit 10.7 of the Symons International Group, Inc.'s Registration Statement on Form S-1, Reg. No. 333-9129. 10.8 The Agreement between IGF Insurance Company and Symons International Group, Inc. dated November 1, 1990 is incorporated by reference to Exhibit 10.8 of Symons International Group, Inc.'s Registration Statement on Form S-1, Reg. No. 333-9129. 10.9(1) The Credit Agreement between GGS Management, Inc., various Lenders and The Chase Manhattan Bank (National Association), as Administrative Agent, dated April 30, 1996 is incorporated by reference to Exhibit 10.11(1) of Symons International Group, Inc.'s Registration Statement on Form S-1, Reg. No. 333-9129. 10.9(2) The Pledge Agreement between GGS Management Holdings, Inc. and Chase Manhattan Bank, N.A. dated April 30, 1996 is incorporated by reference to Exhibit 10.11(2) of Symons International Group, Inc.'s Registration Statement on Form S-1, Reg. No. 333-9129. 10.9(3) The Pledge Agreement between GGS Management, Inc. and Chase Manhattan Bank, N.A. dated April 30, 1996 is incorporated by reference to Exhibit 10.11(3) of Symons International Group, Inc.'s Registration Statement on Form S-1, Reg. No. 333-9129. 10.9(4) The First Amendment to the Credit Agreement between GGS Management, Inc., various Lenders and Chase Manhattan Bank, N.A., as Administrative Agent, dated September 26, 1996 10.9(5) The Second Amendment to the Credit Agreement between GGS Management, Inc., various Lenders and Chase Manhattan Bank, N.A., as Administrative Agent, dated December 31, 1996 10.9(6) The Third Amendment to the Credit Agreement between GGS Management, Inc., various Lenders and Chase Manhattan Bank, N.A., as Administrative Agent, dated March 26, 1997 10.10 The Registration Rights Agreement between Registrant and Symons International Group, Inc. dated May 29, 1996 is incorporated by reference to Exhibit 10.13 of Symons International Group, Inc.'s Registration Statement on Form S-1, Reg. No. 333-9129. 10.11(1) The License, Improvement and Support Agreement between Tritech Financial Systems, Inc. and Symons International Group, Inc. dated August 30, 1995 is incorporated by reference to Exhibit 10.14(1) of Symons International Group, Inc.'s Registration Statement on Form S-1, Reg. No. 333-9129. 10.11(2) The License of Computer Software between Tritech Financial Systems, Inc. and Symons International Group, Inc. dated August 30, 1995 is incorporated by reference to Exhibit 10.14(2) of Symons International Group, Inc.'s Registration Statement on Form S-1, Reg. No. 333-9129. 10.12(1) The Agreement among Cliffstan Investments, Inc., Pafco General Insurance Company and Gage North Holdings, Inc. dated September 1, 1989 is incorporated by reference to Exhibit 10.15(1) of Symons International Group, Inc.'s Registration Statement on Form S-1, Reg. No. 333-9129. 10.12(2) The Purchase of Promissory Note and Assignment of Security Agreement between Pafco General Insurance Company and Granite Reinsurance Company, Ltd., dated September 30, 1992 is incorporated by reference to Exhibit 10.15(2) of Symons International Group, Inc.'s Registration Statement on Form S-1, Reg. No. 333-9129. 10.12(3) The Guarantee of Alan G. Symons dated April 22, 1994 is incorporated by reference to Exhibit 10.15(3) of Symons International Group, Inc.'s Registration Statement on Form S-1, Reg. No. 333-9129. 10.12(4) The Share Pledge Agreement between Symons International Group, Ltd. and Pafco General Insurance Company dated April 22, 1994 is incorporated by reference to Exhibit 10.15(4) of Symons International Group, Inc.'s Registration Statement on Form S-1, Reg. No. 333-9129. 10.13(1) The Employment Agreement between GGS Management Holdings, Inc. and Alan G. Symons dated January 31, 1996 is incorporated by reference to Exhibit 10.16(1) of Symons International Group, Inc.'s Registration Statement on Form S-1, Reg. No. 333-9129. 10.13(2) The Employment Agreement between GGS Management Holdings, Inc. and Douglas H. Symons dated January 31, 1996 is incorporated by reference to Exhibit 10.16(2) of Symons International Group, Inc.'s Registration Statement on Form S-1, Reg. No. 333-9129. 10.14(1) The Employment Agreement between IGF Insurance Company and Dennis G. Daggett effective February 1, 1996 is incorporated by reference to Exhibit 10.17(1) of Symons International Group, Inc.'s Registration Statement on Form S-1, Reg. No. 333-9129. 10.14(2) The Employment Agreement between IGF Insurance Company and Thomas F. Gowdy effective February 1, 1996 is incorporated by reference to Exhibit 10.17(2) of Symons International Group, Inc.'s Registration Statement on Form S-1, Reg. No. 333-9129. 10.15 The Employment Agreement between Superior Insurance Company and Roger C. Sullivan, Jr. dated May 9, 1996 is incorporated by reference to Exhibit 10.18 of Symons International Group, Inc.'s Registration Statement on Form S-1, Reg. No. 333-9129. 10.16 The Employment Agreement between Registrant and Gary P. Hutchcraft effective June 30, 1996 is incorporated by reference to Exhibit 10.19 of Symons International Group, Inc.'s Registration Statement on Form S-1, Reg. No. 333-9129. 10.17 The Goran Capital Inc. Stock Option Plan is incorporated by reference to Exhibit 10.20 of Symons International Group, Inc.'s Registration Statement on Form S-1, Reg. No. 333-9129. 10.18 The GGS Management Holdings, Inc. 1996 Stock Option Plan is incorporated by reference to Exhibit 10.21 of Symons International Group, Inc.'s Registration Statement on Form S-1, Reg. No. 333-9129. 10.19 The Symons International Group, Inc. 1996 Stock Option Plan is incorporated by reference to Exhibit 10.22 of Symons International Group, Inc.'s Registration Statement on Form S-1, Reg. No. 333-9129. 10.20 The Symons International Group, Inc. Retirement Savings Plan is incorporated by reference to Exhibit 10.24 of Symons International Group, Inc.'s Registration Statement on Form S-1, Reg. No. 333-9129. 10.21 The Insurance Service Agreement between Mutual Service Casualty Company and IGF Insurance Company dated May 20, 1996 is incorporated by reference to Exhibit 10.25 of Symons International Group, Inc.'s Registration Statement on Form S-1, Reg. No. 333-9129. 10.22(1) The Automobile Third Party Liability and Physical Damage Quota Share Reinsurance. Contract between Pafco General Insurance Company and Superior Insurance Company is incorporated by reference to Exhibit 10.27(1) of Symons International Group, Inc.'s Registration Statement on Form S-1, Reg. No. 333-9129. 10.22(2) The Crop Hail Quota Share Reinsurance Contract and Crop Insurance Service Agreement between Pafco General Insurance Company and IGF Insurance Company is incorporated by reference to Exhibit 10.27(2) of Symons International Group, Inc.'s Registration Statement on Form S-1, Reg. No. 333-9129. 10.22(3) The Automobile Third Party Liability and Physical Damage Quota Share Reinsurance Contract between IGF Insurance Company and Pafco General Insurance Company is incorporated by reference to Exhibit 10.27(3) of Symons International Group, Inc.'s Registration Statement on Form S-1, Reg. No. 333-9129. 10.22(4) The Multiple Line Quota Share Reinsurance Contract between IGF Insurance Company and Pafco General Insurance Company is incorporated by reference to Exhibit 10.27(4) of Symons International Group, Inc.'s Registration Statement on Form S-1, Reg. No. 333-9129. 10.22(5) The Standard Revenue Agreement between Federal Crop Insurance Corporation and IGF Insurance Company is incorporated by reference to Exhibit 10.27(5) of Symons International Group, Inc.'s Registration Statement on Form S-1, Reg. No. 333-9129. 10.23 The Commitment Letter, effective October 24, 1996, between Fifth Third Bank of Central Indiana and Symons International Group, Inc. is incorporated by reference to Exhibit 10.28 of Symons International Group, Inc.'s Registration Statement on Form S-1, Reg. No. 333-9129. 10.24 The Reinsurance Agreement No. 1000-91 (Quota Share Agreement) and Reinsurance agreement No. 1000-90 (Stop Loss Reinsurance and Reserves Administration Agreement) are incorporated by reference to Exhibit 3(c) of Registrant's Form 20-F filed October 31, 1994. 10.25 The Form of Share Option Agreement is incorporated by reference to Exhibit 10.05 of Registrant's Form 10-K for the year ended December 31, 1994. 10.26 The Share Pledge Agreement between Symons International Group, Ltd and Registrant is incorporated by reference to Exhibit 10.06 of Registrant's Form 10-K for the year ended December 31, 1994. 10.27 The MPCI Mulit-Year Stop Loss Reinsurance Agreement is incorporated by reference to Exhibit 10.07 of Registrant's Form 10-K for the year ended December 31, 1994. 10.28 The Automobile Liability and Physical Damage Quota Share Reinsurance Agreement, as amended, is incorporated by reference to Exhibit 10.08 of Registrant's Form 10-K for the year ended December 31, 1994. 11 Statement re Computation of Per Share Earnings 13.1 Annual Report to Security Holders, 1995 * 13.2 Annual Report to Security Holders, 1996 21 The Subsidiaries of the Registrant are incorporated by reference to Footnote 1 of the Registrant's consolidated financial statements contained in its 1996 Annual Report to Security Holders filed hereunder as Exhibit 13. 99.1 Management Proxy Circular with respect to 1997 Annual Meeting of Shareholders of Registrant 99.2 Section captioned "Voting Securities and Beneficial Owners" in the definitive proxy statement of Symons International Group, Inc. for the 1997 annual meeting of common stockholders. 99.3 Section captioned "Indebtedness of Management" in the definitive proxy statement of Symons International Group, Inc. for the 1997 annual meeting of common stockholders. 99.4 Section captioned "Certain Relationships/Related Transactions" in the definitive proxy statement of Symons International Group, Inc. for the 1997 annual meeting of common stockholders. - --------------- * Included herewith, as revised to correct electronic filer error. EX-13.1 2 1995 GORAN ANNUAL REPORT Chairman's Letter We've been around for 32 years in Canada and the U.S. I'd like to tell you about some of the significant milestones we have passed. December 31, 1976, ended our twelfth year since the inception of the originating company in our group. We concluded that year by writing $20 million of gross premiums and had a profit of $600,000, record figures for our company, which, at the time, had offices in four locations; Vancouver, Toronto, Montreal and Fort Lauderdale. As exciting as the year was, it was of consequence to only a small group of people, for we were a "private" company at the time, with a staff of forty. In 1978 we formed Symons General Insurance Company and followed that with the acquisition of Pafco Insurance Company in 1983. In less than three years we took Pafco Financial Holdings "public" on the Toronto Stock Exchange, with a market valuation of twenty times the net price we paid for the underlying company, Pafco Insurance Company Ltd. In 1985 we acquired the Ontario General Insurance Company which we later sold to take advantage of certain financial aspects in the company. In 1987 we began focusing on our development in the United States. We purchased the "desirable" business of a company in Indianapolis which specialized, as did Pafco Insurance Company of Canada, in the writing of non-standard automobile insurance. To underwrite this and other business, we licensed Pafco General Insurance Company of Indiana and then expanded its operations to other states, obtaining licensing where it was advantageous to do so. In June of 1990, in a move to strengthen our Untied States operations, we sold The Canadian Pafco Insurance Company and the Canadian book of insurance business in Granite Insurance Company, formerly Symons General Insurance Company. Concurrently we formed Granite Reinsurance Company of Barbados to provide a finite reinsurance facility. Granite Reinsurance concluded 1995 with a gross premium income of $47,810,000 and a profit of $4,862,000 for the year. Originally established with a paid in capital of $125,000 and a contribution of $700,000 to surplus from Granite Insurance Company. Granite Re ended 1995 with a net worth of $18,087,000, which, apart from the contributions to capital noted above, was self funded from the operations of the company. In November of 1990, we acquired IGF Insurance Company of Des Moines, a crop insurer, for $6.1 million and have seen it develop to such an extent that we were recently offered in excess of 6 times our original acquisition price. This was declined by the Board of Directors because it was considered to be inadequate as there are better means of capitalizing its growth potential. As you will read in this report, IGF increased its profits substantially in 1995 and doubled its gross revenues to $93,087,147 (U.S.). For the first quarter of 1996 we have seen this pattern of growth continue and, with the recently enacted 1996 Farm Bill signed by President Clinton on April 5, 1996, we expect this growth to accelerate. This asset, IGF, has become increasingly important to our Group, not only for the extraordinary growth of its income, but for the increasingly profitable nature of that income. A major business transaction was initiated on January 31, 1996, which may well prove to be the most outstanding thing we have done to date. We formed a partnership arrangement with Goldman Sachs Capital Partners II, an affiliate of Goldman Sachs & Co., the highly regarded U.S. investment house, creating GGS Management Holdings, Inc. This new company will become a major player in the non-standard auto insurance business in the United States. The Company entered into an agreement to acquire the Superior American Insurance Company, Superior Guaranty Insurance Company and another corporation known as Standard Plan, Inc. We merged our Pafco General Insurance Company to GGS Management. (No, the initials aren't mine, they represent Goran, Goldman Sachs.) Superior writes in excess of $100 million in non-standard auto insurance, which, along with similar business underwritten by Pafco General Insurance Company of approximately $49 million, will make the new entity the 13th largest writer of non-standard auto insurance in the U.S. This segment of the insurance business exceeded $15 billion of premium nationwide in 1995. The acquisition of Superior, et. al. was at a very attractive price of 5% over GAAP book value, approximately $67 million. As a comparison to this, the sale of our Canadian business in June of 1990 has approximated 200% over GAAP book value, albeit over a period of five years. Oh yes, we now operate in 13 locations throughout Canada, the U.S., Barbados and Bermuda. It has been a fabulous year for the Company and I can't wait to conclude a report on the activities for 1996. They could be even more outstanding. As an example of our anticipated growth, we have set as a target for 1996 to double gross sales of our products. This would require that we exceed $400 million of business, a large step towards the stated aim of Goran's President to reach annual sales of $500 million by the year 2000. No company can succeed without a great deal of effort. We are no exception and it would be less than fitting if I didn't mention that a lot of hard work and long hours go into our results. We have progressed to such a degree that I would have to fill most of a page if I were to single out those who have made sacrifices of their time to the improvement and development of the company. In fact, I would probably have to include the names of all of our more than 400 employees. During the year, we extended the Board of Goran to include Jim Torrance Q.C., a former Director who again agreed to serve with the company, and John McKeating, a new appointee. This brought the complement of the Board back to where it should be, with more outside Directors than "insiders", a desirable position for a public company. We have had extensive meetings throughout the year, not unusual considering the many activities of our group. The Board has given unstinting assistance to me and I wish to thank them and praise them for their considered and practical deliberations and advice. /s/ G. Gordon Symons G. Gordon Symons Chairman of the Board April 16, 1996 ================================================================================ "Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: The statements contained in this letter are forward looking statements that involve risks and uncertainties, including, but not limited to, product demand and market acceptance risks, the effect of economic conditions, the impact of competitive products and pricing, product develop- ment, the results of financial efforts, acquisitions completed or attempted, the effect of the Company's accounting policies, and other risks detailed in the Company's Securities and Exchange Commission filings. ================================================================================ Management's Discussion and Analysis Financial Condition and Results of Operations Results of Operations - -------------------------------------------------------------------------------- Once again, Goran's gross premium and net income reached record levels in 1995. The Company's 1995 gross premium written increased to $208,216,310 from $173,413,709 in 1994. More than half of the increase in premium in 1995 over 1994 resulted from growth in the crop insurance business, gross premium written grew $18.9 million in 1995 as compared to 1994, with premium growth coming from both the multi peril and the hail business. The crop premium volume in 1995 of $93.3 million recognized a gain in U.S. government subsidies of $28.2 million compared to $16.3 million of subsidies in 1994 included in a total crop premium of $74.4 million for 1994. Gross written premiums for 1994 was restated to include the subsidy of $16.3 million on a basis consistent with that of 1995. All other lines of business experienced gross written premium increases from 1994 to 1995 as follows: finite reinsurance premiums increased by $8.1 million to $40.7 million, nonstandard automobile premiums increased by $5.1 million to $67.3 million and surplus lines premiums increased by $2.7 million to $7.0 million. In 1995, net premiums written (gross written less reinsurance to government FCIC program and third party reinsurers) increased by 48.3% from $79.9 million in 1994 to $118.5 million in 1995. This increase resulted from higher premium volumes on a gross basis as described above, combined with a reduced dependence on quota share reinsurance in both the nonstandard automobile lines (reduced from approximately 38% in 1994 to 25% in 1995) and on hail reinsurance. The quota share reinsurance that was placed with third party reinsurers in 1994 was taken over internally for 1995. In 1995, the Group's net premiums earned grew to $104.4 million from $75.0 million in 1994. The earning of premium follows the term of the respective policies, net premiums earned trails net premiums written. For example, in a growing book of business, net premiums earned will also grow but will lag behind the written premium. In 1995, investment income grew to $4.8 million from $4.6 million in 1994, an increase of approximately 5%. The increase of the Company's investment portfolio in 1995 was partially offset by reduced investment yields in 1995 as interest rates trended lower. Investment income in 1993 of $5.6 million reduced to an investment income of $4.6 million in 1994 due to lower yields, and lower investment assets in 1994 in Granite Reinsurance due to settlement of claims. Other income includes billing fees and bad debt provisions, decreased to $3.2 million in 1995 from $4.4 million in 1994, which later amount included a payment of $2 million of a written down note from the Company's parent, Symons International Group Ltd. Without this unusual income in 1994, other income would have increased from $2.4 million in 1994 to $3.2 million in 1995. Approximately half of the increase resulted from increased billing fee revenue from a combination of increased nonstandard automobile volume along with an increased billing fee rate implemented in the last half of 1995. In addition other income increased in 1995 due to increased commissions from business written in the Company's surplus lines operations. Net claims incurred increased to $74.4 million in 1995 from $58.2 million in 1994, which increase is more than offset by the increase in net premiums earned. The loss ratio decreased from 77.5% in 1994 to 71.2% in 1995 primarily as a result of improved loss ratios from the finite reinsurance division which were 71.3% in 1994 and 59.1% in 1995, as well as increased profitability in the Company's crop hail business in 1995 compared with 1994. Net commissions expense is composed of three components: (i) commission expense paid to the Company's agents; (ii) commission income from reinsurers, including a 31% commission earned by the Company's crop operations with respect to multi peril crop insurance; and (iii) underwriting gain or loss on the Company's multi peril crop insurance business reported by the Company as an adjustment to the Company's commission income on this business. In 1995 the Company recorded a net commission recovery of $1.2 million compared to a net commission expense of $2.0 million in 1994. Commissions paid to the Company's agents in 1995 of $34.4 million remained relatively constant with that paid in 1994 of $35.0 million. Ceded commission income in 1995 of $35.6 million increased from $33.0 million in 1994. Included in these amounts is an underwriting gain adjustment from the multi peril crop line of business of $13.2 million in 1995 and $4.5 million in 1994. The effect of the increased multi peril underwriting gain included in commission income is partly offset by reduced ceding commissions on nonstandard automobile quota share reinsurance in 1995 versus 1994. Operating expenses of $23.7 million in 1995 compared with $15.1 million in 1994, with such expenses increasing proportionately with net premiums earned in the respective years with an expense ratio on this basis of 20.2% in 1994 and 22.6% in 1995. Included in 1995's operating expenses is an accrual for bad debt expenses of $1.9 million with respect to the nonstandard automobile book of business, of which $960,000 relates to an adjustment of 1993 and 1994 balances. During 1995, the Company identified such uncollected amounts and implemented a full collection department to curtail such write-offs in the future. Without the write-off in 1995 of bad debt expense relating to prior years, the expense ratio for 1995 would have been 21.7%. Interest expense in 1995 was $2.4 million compared to$2.5 million in 1994. Interest savings in 1995 and 1994 resulting from principal repayments to the Company's debenture holders and the retirement of the Company's term loan by SIG in June 1995. In 1995, income tax expense of $3.4 million relates to a tax provision on income emanating from the U.S. operations. By comparison, a tax provision in 1994 of $939,000 was accounted for by an amortization of deferred income taxes of $300,000 with the balance of the provision emanating from a tax provision on the income from U.S. operations. Financial Condition The Company's assets have grown to $154,112,461 in 1995, up from $130,372,717 in 1994 and $112,852,129 in 1993. The largest component of assets is investments in bonds and stocks. A breakdown of these investments is highlighted in the Notes to Consolidated Financial Statements. The Company's second largest asset category is accounts receivable. This primarily represents monies held on behalf of our insurance and reinsurance subsidiaries by major third party reinsurance or insurance companies to support outstanding claims and unearned premiums. The majority of these funds earn interest and are held in trust for Granite Re. Receivables from insurance companies were $47,559,037 in 1995, up from $34,391,569 in 1994 due to increased volume and the corresponding increased reinsurance claims reserves, and 1994 was up from $24,922,897 in 1993, also due to increased insurance claims reserves that follows increased business. Total receivables represented 42% of total assets in 1995 and 43% in 1994. Also included in the above receivables is premium recorded but not yet received from the insured. This is business that has been taken on but the premium has not been paid to us at the date of this statement. Deferred acquisition costs is the amount paid to agents and premium tax that would be refunded to us should all our policies in force be canceled on December 31. The offset is the unearned premium. In 1995 increased to $10.4 million from $6.3 million in 1994. This increase in deferred costs reflects increases in unearned premiums to $36.7 million in 1995 from $22.8 million in 1994. The total liabilities of the Company were $136,880,727 in 1995, compared to $123,264,530 in 1994. Outstanding claims increased in 1995 to $62.8 million from $58.2 million in 1994, reflecting an increase in volume in 1995 over 1994, partially offset by a lower loss ratio from 77.5% in 1994 to 71.2% in 1995. Management believes the capital and surplus of the Company is currently sufficient to support its current level of premiums written. However, from time to time the Company may consider raising additional capital to pursue acquisition opportunities or to finance internal growth. Shareholders' equity has continued to grow, reaching $17,231,734 at year-end 1995, compared to $7,108,187 at the end of 1994. While shareholders' equity is now $17,231,734, it does not reflect the equity upon which Goran conducts its various insurance operations. The underlying insurance subsidiaries had statutory surplus at December 31, 1995 of: Pafco, $11,967,800 (U.S.); IGF, $9,219,463 (U.S.); Granite Re, $18,086,777; and Granite, $3,792,638. This amounts to a total $50.8 million. It is on these equity bases that the Company's insurance business is written as a ratio to capital and surplus of $50.8 million is 2.33 to 1.00, which is well below the industry threshold of 3.00 to 1.00. Goran's long term debt decreased to $15,132,250 in 1995 from $18,530,800 in 1993. The repayment of debt resulted from scheduled principle payments to the Company's debenture holders in the amount of $1,995,750 at December 31, 1995 and the scheduled retirement of SIG's term loan with a fixed payment of $1,000,000 during 1995. During 1995, debenture holders exercised warrants at $3 per common share, yielded a total of $393,750. The number of outstanding warrants at December 31, 1995 was 337,625. These warrants do not trade. During 1995, IGF continued to profit by borrowing funds under a revolving line of credit to finance premium receivables from the farmers. By utilizing this lower cost of credit, revolving line of credit, IGF stops the running of 15% interest payable to FCIC while continuing to earn 15% interest on the receivables from the farmer. Overview U.S. Operations Symons International Group, Inc. ("SIG") is a wholly owned subsidiary of Goran Capital, Inc. SIG is a holding company located in Indianapolis, Indiana. Its subsidiaries write various lines of insurance. SIG owns 100% and operates the following companies: Pafco General Insurance Company ("Pafco"), Indianapolis, IN (nonstandard automobile) IGF Insurance Company ("IGF"), Des Moines, IA and has 5 branch offices throughout the U.S.A (crop insurance) Symons International Group, Inc. (Florida) ("SIGF"), Ft Lauderdale, FL (surplus lines insurance) The results of each of these subsidiaries are discussed below, following a general discussion on the consolidated results of the U.S. operations. For the benefit of the reader, it is felt that the entity discussions should center on the specific product lines written by each organization. Pafco would refer to the nonstandard automobile insurance business of Goran which is written predominantly by Pafco; however, the licenses of IGF are used in certain states where we write non standard automobile but Pafco does not have a license. The crop insurance business is written by IGF, however, the licenses of Pafco are used in certain jurisdictions to facilitate business where IGF is not licensed itself. The remaining aspects of the U.S. operations is surplus lines property and casualty business written through SIG Florida. Consolidated Results of SIG Gross premium volume for the U.S. operations increased 18.4% to $122,088,007 (U.S.) in 1995 versus $103,133,564 (U.S.). All three product lines showed increases in 1995 with a significant increase coming from the crop insurance business. Net written premiums for 1995 were $53,447,000 (U.S.) compared to $35,139,000 (U.S.) in 1994. This was an increase of 52.1% resulting primarily from the Company's decision to reduce its dependence on quota share reinsurance. This allowed the Company to retain more of the gross premiums being written by its nonstandard automobile segment as well as its crop insurance business. IGF's crop insurance business enjoyed significant growth and profitability during 1995. The Crop Insurance Reform Act signed into law in October 1994 enabled the crop insurance industry to increase its premium writings, and IGF materially grew its premium volume as well. With increased premium production and normal crop growing season, the multi peril crop business produced good underwriting profits. The crop hail business also produced profits along with a growth in premium writings from $9 million in 1994 to $16 million in 1995. IGF focused on increasing its crop hail premium writings in order to spread its risk. The Company utilizes stop loss reinsurance minimize the effect of adverse weather conditions on the Company's results. The recently enacted "Freedom to Farm" bill will allow IGF to experience increased growth for 1996, as the government withdraws from the delivery basis catastrophe insurance coverage and the insurance industry takes this over. Nonstandard automobile insurance operations experienced a slight growth in premium volume during 1995, reversing a two year period of decline. During 1995 the operations focused on simplifying its processes and on improving service to customers. Although premium production grew, competition remained strong. The competitive market kept the company from meaningless growth and rate increase resulting in a higher than expected loss ratio for the year. In addition, severe winter storm activity at the end of the year added to the loss ratio. The expense ratio of non standard automobile was much higher than budgeted as the company geared up for the growth and improved business for 1996. The first quarter of 1996 is benefiting by these expenses in 1995 as premiums is growing and less ratios reducing. SIG Florida continued the growth it enjoyed in both 1993 and 1994 by recording gross premiums written on behalf of Pafco of $6,792,490 (U.S.) in 1995 as compared to $5,159,795 (U.S.) in 1994. The Florida operation continues to prosper from the growth in the surplus lines market opportunities in the southeast United States, and the addition of sound management and marketing staff, SIG Florida also generates commission income on products sold for third party companies. Pafco General Insurance Company ("Pafco") [PAFCO LOGO] Pafco underwrites nonstandard automobile business through its headquarters in Indianapolis, Indiana. A portion of the business is placed through IGF in order to utilize licenses it has in Missouri, Arkansas and Illinois. Pafco's gross written premiums in 1995, excluding crop insurance fronted for IGF, were $44,577,000 (U.S.) as compared to $39,795,000 (U.S.) in 1994. In spite of a moderate growth in gross premiums, net premiums grew significantly to $34,018,000 (U.S.) in 1995 as compared to $24,713,000 (U.S.) in 1994. The growth in net premiums was principally a result of a further reduction in quota share reinsurance on the nonstandard automobile business. The net operating results of $(250,000) for 1995 compared to $(350,000) for 1994 are inclusive of dividend income from IGF Insurance Company in 1995 of $2,000,000 (U.S.) and $350,000 (U.S.) in 1994. 1995 saw the Company focus its attention on improving its service to its agents and the ease by which both agents and our customers are able to do business with Pafco. This has borne fruit in the first quarter of 1996 with material increase in volume and improved combined loss ratio. Pafco's statutory capital and surplus in 1995 increased to $11,967,800 (U.S.) up from $7,848,000 (U.S.) in 1994. The strong performance of the crop insurance business on IGF increased the value of Pafco's investment in IGF significantly. IGF Insurance Company ("IGF") [IGF LOGO] IGF writes principally MPCI and crop hail insurance and provides licenses for Pafco's automobile insurance in three states. Although premiums for this coverage are included in IGF, the net profit or loss is transferred to Pafco through reinsurance programs. Gross premiums written in 1995 were $78,216,551 (U.S.) as compared to $64,239,124 (U.S.) in 1994. IGF's 1995 performance increased significantly as a result of gains in its crop insurance business which reflect favorable growing conditions. The Crop Insurance Reform Act enacted in October 1994 provided opportunity for the crop insurance industry to increase its premium volumes. IGF benefited from this Act and also grew at a rate faster than most of its principal competitors due to the marketing efforts of its management team. IGF exceeded industry results on its multi peril and crop hail business, because of its unique underwriting criteria. IGF continued to benefit from its change in 1994 to an in-house adjusting force, which resulted in enhanced effectiveness on adjusting crop claims. By hiring full time employees to perform this function, IGF has benefited by tighter claims controls and cost savings. IGF's statutory capital and surplus increased in 1995 to $9,219,463 (U.S.) from $4,875,465 (U.S.) in 1994. The increase in surplus 1995 related to crop insurance increase in business and underwriting profits. In 1995, IGF concluded its repurchase of the balance of its outstanding common shares which were principally held by small investors who purchased stock when IGF was created in 1972. At year-end 1995, Goran owned 100% of the Company versus 98.8% in 1994. Symons International Group, Inc. (Florida) ("SIGF") Through its specialized surplus lines underwriting unit, Goran writes third party property and casualty insurance coverage in Pafco and other insurance companies under contract with SIG Florida. The volume of business continues to increase and operating results have further improved as a result of decreased competition in the southeast United States in this market segment and addition of quality underwriters. Further automation in 1995 has enhanced the processing capabilities in the office in order to accommodate its growth in premium writing. Non-U.S. Operations Goran's business outside the United States is conducted through the following wholly-owned subsidiaries: Granite Insurance Company (Toronto, Canada) ("Granite") (sold its business in 1990 in runoff) Granite Reinsurance Company Limited (Barbados and Bermuda) ("Granite Re") (Finite reinsurance) Granite Insurance Company ("Granite") [Granite Insurance LOGO] Granite is a Canadian federally licensed insurance company which is presently servicing its investment portfolio and its very few outstanding claims. Granite stopped writing business on December 31, 1989 and sold its book of Canadian business in June 1990. The outstanding claims continue to be settled in accordance with actuarial estimates and management's expectations. During 1995, Granite's invested assets reduced to $7,456,155 from $10,195,091 in 1994. This was the result of settlements of claims and the runoff of outstanding claims. Total outstanding claims decreased to $2,950,000 in 1995 from $4,411,000 in 1994. It is expected that the run off of outstanding claims will continue at least until 1998. Granite's net earnings were $270,156 in 1995, compared to $826,423 in 1994 reflecting the reduction of invested assets, which in turn reduces earnings from investment yields. [PAGE CONTAINS PHOTOGRAPHS OF AUTOMOBILES IN THE MIDDLE MARGIN] Investment income in 1995 was $683,637 compared to $986,683 in 1994. Granite Reinsurance Company Limited ("Granite Re") [Granite Reinsurance LOGO] Granite Re is managed by Jardine Pinehurst Management Company Ltd. of Bermuda. Granite Re underwrites finite risk reinsurance and stop loss reinsurance. This reinsurance involves a defined maximum risk at the time of entering into a contract. The Company participates in various programs of reinsurance in Bermuda, the United States and Canada. Reinsurance normally requires that a substantial premium be paid upon the purchase of cover. Such premiums are invested in high grade bonds, some of which are pledged to support the liabilities assumed under the reinsurance program. The amount pledged is reflected in the Notes To Consolidated Financial Statements. One of Granite Re Canadian Treaties has expired and will not be renewed. The runoff will provide continuous revenue for years to come but gross written premiums of about $30,000,000 will cease and will be replaced with new programs over the next few years. Gross premiums written during the 12 months ended November 30, 1995 were $34,802,851 (U.S.) compared to $23,844,330 (U.S.) during the 11 months ended November 30, 1994. Net income rose to $3,975,350 (U.S.) in 1995 compared to $1,887,687 (U.S.) in 1994. This increased profitability resulted primarily from a reduced loss ratio on the Company's finite book from 71.6% in 1994 to 59.1% in 1995, combined with increased premium volumes in 1995. Granite Re began operation on July 1, 1990, with a capital base of $125,000 (U.S.) And $700,000 (U.S.) In 1992. The impact of profitable underwriting since the inception of the Company is reflected in the growth of its shareholders' equity to $13,248,445 (U.S.) in 1995 from $9,343,095 (U.S.) in [PAGE CONTAINS PHOTOGRAPHS OF FARM SCENERY IN THE MIDDLE MARGIN] 1994. Granite Re will continue to focus selling reinsurance that limits its liability to a defined amount. In addition, Granite Re intends to broaden its base to include captive reinsurance, which will generate fees for the Company on a risk free basis. Such programs are risk free because they generally require that users furnish full collateral funds, which the reinsurer then reinvests. Granite Re thereby expects funds available for reinvestment to increase, generating greater investment returns. The programs currently underwritten by Granite Re generate a loss portfolio that is matched with cash. Such portfolios take about eight years to runoff, thus generating investment returns and underwriting gains during the life of the runoff. Meanwhile, new business written in 1995 and beyond will be added to the portfolio of outstanding losses and invested assets, perpetuating the growth of Granite Re through fees, investment income and underwriting profits. GORAN CAPITAL INC. CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1995 AND 1994 GORAN CAPITAL INC. CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1995 AND 1994 TABLE OF CONTENTS Auditors' Report 1 Consolidated Balance Sheets 2 Consolidated Statements of Operations 3 Consolidated Statements of Deficit 4 Consolidated Statements of Changes in Cash Resources 4 Notes to Consolidated Financial Statements 5 - 18 AUDITORS' REPORT To the Shareholders of Goran Capital Inc. We have audited the consolidated balance sheets of Goran Capital Inc. as at December 31, 1995 and 1994 and the consolidated statements of operations, deficit and changes in cash resources for the years then ended. 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 conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform an audit to obtain reasonable assurance 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. In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the company as at December 31, 1995 and 1994 and the results of its operations and the changes in its financial position for the years then ended in accordance with generally accepted accounting principles. /s/ Schwartz Levitsky Feldman Toronto, Ontario March 18, 1996 Chartered Accountants Except as to notes 2(h) and 20, which are March 11, 1997 - - ------------------------------------------------------------------------------ CONSOLIDATED BALANCE SHEETS - - ------------------------------------------------------------------------------ AS AT DECEMBER 31 (In thousands of U.S. dollars) Assets 1995 1994 -------- -------- Cash and investments (note 4) $ 54,366 $ 46,328 -------- -------- Accounts receivable Premiums receivable 11,233 13,948 Due from insurance companies 34,837 24,516 Accrued and other receivables 1,231 1,485 -------- -------- 47,301 39,949 Reinsurance recoverable on outstanding claims 41,667 15,315 Prepaid reinsurance premiums 6,263 6,987 Capital assets (note 5) 2,088 861 Other assets (notes 6 and 12) 1,417 1,063 Deferred policy acquisition costs 7,641 4,460 Deferred income taxes 73 214 Goodwill -- 62 -------- -------- Total Assets $160,816 $115,239 Liabilities Accounts payable Due to insurance companies $ 1,986 $ 8,441 Due to associated companies 188 135 Accrued and other payables 8,310 3,858 -------- -------- 10,484 12,434 Outstanding claims (notes 2(e) and 3) 87,655 56,801 Unearned premiums (note 3) 33,159 23,270 Bank loans (note 7) 5,811 5,441 Debentures (note 8) 11,085 12,210 Minority interest in subsidiary -- 16 -------- -------- Total Liabilities 148,194 110,172 Shareholders' Equity (note 10) 12,622 5,067 -------- -------- Total Liabilities and Shareholders' Equity $160,816 $115,239 /s/ /s/ Director Director Approved on behalf of the board 2 - - ------------------------------------------------------------------------------ CONSOLIDATED STATEMENTS OF OPERATIONS - - ------------------------------------------------------------------------------ FOR THE YEARS ENDED DECEMBER 31 (In thousands of U.S. dollars, except per share data) 1995 1994 --------- --------- Revenue Gross premiums written $ 151,717 $ 126,978 Net premiums earned $ 76,102 $ 54,944 Net investment and other income (note 4 and 13(a)) 5,872 6,624 --------- --------- 81,974 61,568 --------- --------- Expenses Net claims incurred 54,193 42,595 Commissions and operating expenses (note 16(b)) 16,352 12,516 Interest expense 1,761 1,843 --------- --------- 72,306 56,954 --------- --------- Income before undernoted items 9,668 4,614 Provision for income taxes (note 11) 2,497 688 Minority interest -- (14) --------- --------- Net income $ 7,171 $ 3,940 ========= ========= Earnings per share - basic $ 1.43 $ 0.81 ========= ========= Earnings per share - fully diluted $ 1.26 $ 0.71 ========= ========= - - ------------------------------------------------------------------------------ CONSOLIDATED STATEMENTS OF DEFICIT - - ------------------------------------------------------------------------------ FOR THE YEARS ENDED DECEMBER 31 (In thousands of U.S. dollars) 1995 1994 -------- -------- Retained earnings (deficit), beginning of year $(11,066) $(15,006) Net income for the year 7,171 3,940 -------- -------- Retained earnings (deficit), end of year $ (3,895) $(11,066) - -------------------------------------------------------------------------------- CONSOLIDATED STATEMENTS OF CHANGES IN CASH RESOURCES - -------------------------------------------------------------------------------- (In thousands of U.S. dollars) 1995 1994 -------- -------- Cash provided by (used in): Operating activities Net income $ 7,171 $ 3,940 Items not involving cash 11,010 7,058 Changes in working capital relating to operations (8,544) (12,422) -------- -------- 9,637 (1,424) -------- -------- Financing activities Reduction of debentures (1,462) (1,047) Increase of borrowed funds 220 722 Issue of share capital 303 34 -------- -------- (939) (291) -------- -------- Investing activities Net (purchase) sale of marketable securities (4,147) 2,118 Net purchase of capital assets (1,681) (628) Foreign currency translation adjustment 155 (402) -------- -------- (5,673) 1,088 -------- -------- Increase (decrease) in cash resources during the year 3,025 (627) Cash resources, beginning of year 7,588 8,215 -------- -------- Cash resources, end of year $ 10,613 $ 7,588 Cash resources are comprised of: Cash (bank overdraft) $ 4,171 $ (116) Short-term investments 6,442 7,704 -------- -------- $ 10,613 $ 7,588 - ------------------------------------------------------------------------------- NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - ------------------------------------------------------------------------------- DECEMBER 31, 1995 AND 1994 (In thousands of U.S. dollars) - -------------------------------------------------------------------------------- 1. Organization - -------------------------------------------------------------------------------- Goran Capital Inc. ("Goran") is the parent company of the Goran group of companies. The consolidated financial statements include the accounts of all subsidiary companies of Goran, which are 100% owned, as follows: 1. Symons International Group, Inc. ("SIG Inc.") including its subsidiary companies for which SIG Inc. acts as a manager, as follows: a) Pafco General Insurance Company ("PGIC") - an Indiana based insurance company; b) IGF Insurance Company ("IGF") - an Indiana based insurance company; c) Pafco Premium Finance Company - an Indiana based premium finance company; d) Hailplus, Corp. - an Iowa based premium finance company; and e) Symons International Group, Inc. of Ft. Lauderdale, Florida ("SIG-FL") - a Florida based managing general insurance agency. 2. Granite Reinsurance Company Ltd. ("Granite") - a finite risk reinsurance company based in Barbados. 3. Granite Insurance Company ("GIC") - a Canadian federally licensed insurance company which ceased writing new insurance policies on January 1, 1990. - -------------------------------------------------------------------------------- 2. Summary of significant accounting policies - -------------------------------------------------------------------------------- These consolidated financial statements have been prepared in conformity with accounting principles generally accepted in Canada ("Canadian GAAP"). a) Basis of consolidation The consolidated financial statements include the accounts of Goran and its subsidiary companies, all of which are 100% owned. All significant intercompany transactions and balances have been eliminated. b) Premiums Premiums are taken into income evenly over the lives of the related policies. c) Commissions Commission expenses and related reinsurance commission recoveries are recorded at the effective date of the respective insurance policy. - -------------------------------------------------------------------------------- NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- DECEMBER 31, 1995 AND 1994 (In thousands of U.S. dollars) - -------------------------------------------------------------------------------- 2. Summary of significant accounting policies (cont'd) - -------------------------------------------------------------------------------- d) Deferred policy acquisition costs Deferred policy acquisition costs comprise of agents' commissions, premium taxes and certain general expenses which are related directly to the acquisition of premiums. These costs, to the extent that they are considered recoverable, are deferred and amortized over the same period that the related premiums are taken into income. e) Outstanding claims The reserve for outstanding claims has been reported on by independent actuaries. The Company's policy regarding the recognition of the time value of money on outstanding claims is as follows: i) Direct claims The reserve includes the recognition of the time value of money on direct claims liabilities. Using an interest rate of 7.5% (1994 - 7.5%) net claims incurred have been decreased by $161 (1994 - increased by $88) and outstanding claims at December 31, 1995 reduced by $1,327 (1994 - $1,134). ii) Assumed claims The Company has not recognized the time value of money with respect to assumed claims liabilities over which it does not have direct control over the timing of settlement of the liabilities. If the Company had discounted these claims using an interest rate of 7.5% (1994 - 7.5%) net claims incurred would have been increased by $1,147 (1994 reduced by $1,264) and outstanding claims at December 31, 1995 would have been reduced by $2,348 (1994 - $3,401). f) Investments Investments in bonds, mortgages and debentures are carried at amortized cost providing for the amortization of the discount or premium to maturity date. Investments in short-term investments, real estate, and equities are carried at cost. Gains and losses on disposal of investments are taken into income when realized. When there has been a loss in value of an investment that is other than a temporary decline, the investment is written down to recognize the loss. g) Capital assets Capital assets are recorded at cost, net of accumulated amortization. Amortization is provided at rates sufficient to amortize the costs over the estimated useful lives of the assets. h) Foreign currency translation Foreign currency transaction gains and losses are included in the statement of operations. - -------------------------------------------------------------------------------- NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- DECEMBER 31, 1995 AND 1994 (In thousands of U.S. dollars) - -------------------------------------------------------------------------------- 2. Summary of significant accounting policies (cont'd) - -------------------------------------------------------------------------------- h) Goran and each of its subsidiaries have been determined to be self-sustaining operations and are translated using the current rate method whereby all assets and liabilities are translated into U.S. dollars at the year end rate of exchange and revenue and expense items are translated at the average rate of exchange for the year. The resulting unrealized translation gain or loss is deferred and shown separately in shareholders' equity. These adjustments are not included in operations until realized through a reduction in the Company's net investment in such operations. - -------------------------------------------------------------------------------- 3. Reinsurance - -------------------------------------------------------------------------------- a) The Company's insurance subsidiaries follow a policy of underwriting and reinsuring contracts of insurance which limits their liability to a maximum amount on any one claim of $220 (1994 - - - $214) in Canada, and $250 (1994 - $350) in the USA, with the result that unearned premiums and outstanding claims are stated net of reinsurance. As the primary insurers, the Company's insurance subsidiaries maintain the principal liability to the policyholder. b) The effect of reinsurance on the activities of the Group can be summarized as follows: 1995 Gross Ceded Net ---- ----- ----- --- Premiums written $151,717 $(65,357) $86,360 Premiums earned 145,366 (69,264) 76,102 Incurred losses and loss adjustment expenses 148,001 (93,808) 54,193 Commission expense (note 16(b)) 25,069 (25,950) (881) Outstanding claims 87,655 (41,667) 45,988 Unearned premiums 33,159 (6,264) 26,895 1994 Gross Ceded Net ---- ----- ----- --- Premiums written $126,978 $(68,503) $58,475 Premiums earned 120,241 (65,297) 54,944 Incurred losses and loss adjustment expenses 76,321 (33,726) 42,595 Commission expense (note 16(b)) 25,617 (24,174) 1,443 Outstanding claims 56,801 (15,315) 41,486 Unearned premiums 23,270 (6,987) 16,283 c) On June 30, 1991 Granite assumed an outstanding claims portfolio of $22,630, with loss dates of May 31, 1990 and prior, and received a bond and short-term investment portfolio with a value of $22,546. The December 31, 1995 balances in the claims portfolio and the investment portfolio are $3,509 (1994 - $5,535) and $4,761 (1994 - $8,333) respectively. This portfolio has been deposited with a Canadian trust company to support the liabilities assumed. The invested funds are used to settle claims liabilities as they become due. - -------------------------------------------------------------------------------- NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- DECEMBER 31, 1995 AND 1994 (In thousands of U.S. dollars) - -------------------------------------------------------------------------------- 4. Cash and investments - -------------------------------------------------------------------------------- 1995 1994 ------------------------- ------------------------- Book Value Market Value Book Value Market Value Cash (overdraft) $ 4,171 $ 4,171 $ (116) $ (116) Short-term investments 6,442 6,442 7,704 7,704 Equities 6,421 6,069 7,634 6,867 Bonds and debentures 27,949 28,080 21,557 20,971 Mortgages 3,583 3,583 3,713 3,683 Real estate 3,922 3,922 3,912 3,912 Other loan receivable 1,878 1,878 1,924 1,924 -------- -------- -------- -------- $ 54,366 $ 54,145 $ 46,328 $ 44,945 ======== ======== ======== ======== a) At December 31, 1995, cash and investments of approximately $20,510 (1994 - $20,031) are on deposit or held in trust by cedents, and to a limited amount regulatory authorities, to secure certain of the outstanding claims of the Company. b) The Company realized a net gain of $198 (1994 - $358) from the sale of investments during the year, and recorded an unrealized loss of $58 (1994 - $161) on equities, and $Nil (1994 - $190) on bonds. The carrying value of equities and bonds held at December 31, 1995 includes a provision of $357 (1994 - $950) for investments considered to have a decline in value that is other than temporary. Where market value is not readily determinable, book value is used as an approximation. c) The hotel property in Las Vegas that was acquired in 1992 was sold in 1994 for $4,533. PGIC took back an 8% first mortgage of $3,000 from the purchaser, and realized a gain of $147. d) As part of the sale of a subsidiary in 1990, the Company and its subsidiaries invested in junior subordinated participating debentures of the purchaser maturing on January 1, 1996 equivalent to $2,007, bearing interest at a rate of 10% per annum, and preferred shares of a subsidiary of the purchaser. The debentures and shares were redeemed by the issuer during 1995. - -------------------------------------------------------------------------------- 5. Capital assets - -------------------------------------------------------------------------------- 1995 1994 ---------------------------- -------- Accumulated Cost Amortization Net Net Furniture, fixtures and equipment $3,686 $1,613 $2,073 $ 836 Automobiles 133 118 15 25 ------ ------ ------ ------ Total $3,819 $1,731 $2,088 $ 861 ====== ====== ====== ====== See also note 12. - -------------------------------------------------------------------------------- NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- DECEMBER 31, 1995 AND 1994 (In thousands U.S. dollars) - -------------------------------------------------------------------------------- 6. Other assets - -------------------------------------------------------------------------------- Included in other assets are deferred charges relating to financing activities and the acquisition of subsidiaries amounting to $155 (1994 - $257). - -------------------------------------------------------------------------------- 7. Bank Loans - -------------------------------------------------------------------------------- a) IGF maintained a secured revolving line of credit, bearing interest at prime rate, in the amount of $6,000 at December 31, 1995, and is due for renewal May 15, 1996. At December 31, 1995, IGF had outstanding borrowings in the amount of $5,811 (1994 - $4,191). b) In December 1994, SIG Inc. obtained an unsecured line of credit, bearing interest at prime rate plus 1% in the amount of $250. At December 31, 1995, SIG Inc. had outstanding borrowings in the amount of $ NIL (1994 - $250). c) As at December 31, 1995, the Company was in compliance with all covenants under its bank loans. - -------------------------------------------------------------------------------- 8. Debentures - -------------------------------------------------------------------------------- At December 31, 1995, the Company had secured and unsecured notes in the amount of $11,085 (1994 - $12,210) outstanding. The notes all bear an interest rate of 8% and mature on December 30, 1998. The Company has also agreed to secure these notes with a general security agreement providing a fixed and floating charge over all the assets of the Company and by a guarantee from Goran, whereby the Company pledged the issued and outstanding common shares of PGIC, GIC and Granite. As at December 31, 1995, the Company was in compliance with, or subsequently received waivers with respect to, all covenants pertaining to the debentures. The notes are due for principal repayment as follows: December 30, 1996 $ 1,848 December 30, 1997 2,233 December 30, 1998 7,004 ------- $11,085 ======= The Company paid the principal payment of $1,462 due on December 30, 1995. - -------------------------------------------------------------------------------- NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- DECEMBER 31, 1995 AND 1994 (In thousands of U.S. dollars, except share data) - -------------------------------------------------------------------------------- 9. Capital Stock - -------------------------------------------------------------------------------- The Company's authorized share capital consists of: First Preferred Shares An unlimited number of first preferred shares, of which none are outstanding at December 31, 1995 (1994 - NIL). Common Shares An unlimited number of common shares, of which 5,060,229 are outstanding as at December 31, 1995 (1994 - 4,933,779). During the year, pursuant to the exercise of warrants and options, the Company issued 141,450 (1994 - 49,375) common shares for aggregate consideration in the amount of $305 (1994 - $34). The Company has reserved for issue 774,035 (1994 - 915,485) common shares consisting of: a) 337,625 (1994 - 468,875) shares issuable on the exercise of warrants for the purchase of common shares at $2.19 per share, issued to debentureholders, and; b) 436,410 (1994 - 446,610) shares pursuant to the employee incentive share option plan as follows: Number of Exercise Shares Price Expiry Date 92,500 $0.37 July 31, 1996 224,166 $1.16 September 15, 1997 3,000 $1.48 December 7, 1997 63,099 $1.82 March 8, 1998 53,645 $3.85 July 14, 1999 -------- 436,410 - -------------------------------------------------------------------------------- 10. Shareholders' equity - -------------------------------------------------------------------------------- Shareholders' equity is comprised of the following components: 1995 1994 -------- -------- Capital stock $ 16,875 $ 16,126 Deficit (3,895) (11,066) Cumulative translation adjustment (358) 7 -------- -------- Shareholders' equity $ 12,622 $ 5,067 - -------------------------------------------------------------------------------- NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- DECEMBER 31, 1995 AND 1994 (In thousands of dollars) - -------------------------------------------------------------------------------- 11. Income taxes - -------------------------------------------------------------------------------- The provision for (recovery of) income taxes is analyzed as follows: 1995 1994 ------- ------- Consolidated net income before income taxes $ 9,668 $ 4,628 ------- ------- Income taxes at Canadian statutory rates 4,287 2,052 Effect on taxes resulting from: Tax exempt income (1,571) (1,070) U.S. statutory rate differential (750) (155) Application of losses carried forward and reserves (399) (359) Operating loss for which no current income tax benefit is recognized 785 -- Deferred income taxes 145 220 ------- ------- $ 2,497 $ 688 At December 31, 1995, the Company's Canadian subsidiary had reserves, unclaimed for income tax purposes, of $2,161 (1994 - $2,495). In addition, the Company and its consolidated subsidiaries have operating loss carry forwards of approximately $13,768 for tax purposes which expire primarily after 1996. The Company also has net capital losses carried forward of approximately $8,057 which can be applied to reduce income taxes on any future taxable capital gains. The potential tax benefit of these reserves and loss carry forwards have not been recorded in these financial statements. - -------------------------------------------------------------------------------- 12. Amortization - -------------------------------------------------------------------------------- The Company recorded amortization for the year as follows: 1995 1994 ----- ----- Amortization of: Goodwill $ 63 $ 47 Capital assets 483 336 Investments 3 (39) Other assets 144 222 ----- ----- $ 693 $ 566 - -------------------------------------------------------------------------------- NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- DECEMBER 31, 1995 AND 1994 (In thousands of U.S. dollars) - -------------------------------------------------------------------------------- 13. Related party transactions - -------------------------------------------------------------------------------- a) In 1989, the Company wrote off a loan of $5,135 owed by a subsidiary of Symons International Group Ltd. (SIGL). SIGL, the majority shareholder of Goran, guaranteed this loan and pledged 1.2 million escrowed common shares of Goran (the "escrowed shares") as security for the loan. During 1994 and subsequent to year-end, SIGL entered into agreements with Goran whereby as consideration for the release of 766,600 of the escrowed shares, SIGL repaid $1,465 of the loan. The balance due to Goran of $3,670 continues to be guaranteed by SIGL and is secured by the 433,400 remaining escrowed shares. Pursuant to the agreements, it is the intention of SIGL to repay the balance of the loan wihin the next 4 years. The $1,465 loan repayment was recorded in 1994 as a recovery and included in other income. b) Included in other receivables are $563 (1994 - $593) due from certain shareholders and directors which relate to the purchase of common shares of the Company. Approximately half of the amounts due bear interest and are subject to principal repayment schedules. The Company also provided, indirectly, an officer with a second mortgage on a residence in the amount of $278 which bears interest at 7% (1994 - $278). c) Included in cash and investments is a $1,700 loan to a third party corporation ("TPC"), together with capitalized interest of $178 (1994 - $201) for a total of $1,878 (1994 - $1,901). The loan is secured by a guarantee and a collateral mortgage from a corporation one third owned by an individual who is related to the majority shareholder of SIGL. The TPC loaned the $1,700 to SIGL. The interest rate is 7.8% per annum. The interest accrued at December 31, 1995, was NIL (1994 - NIL). Additional security for the loan is held in the form of 250,000 common shares of Goran pledged by SIGL. The security is guaranteed by a $350 guarantee by SIGL. - -------------------------------------------------------------------------------- 14. Contingent liabilities - -------------------------------------------------------------------------------- a) The Company, and its subsidiaries, are named as defendants in various lawsuits relating to their business. Legal actions arise from claims made under insurance policies issued by the subsidiaries. These actions were considered by the Company in establishing its loss reserves. The Company believes that the ultimate disposition of these lawsuits will not materially affect the Company's operations or financial position. b) IGF is responsible for the administration of a run-off book of business. The Federal Crop Insurance Corporation ("FCIC") has requested that IGF take responsibility for the claim liabilities under its administration of these policies and IGF has requested reimbursement of certain expenses from the FCIC with respect to this run-off activity. It is the Company's opinion, and that of its legal counsel, that there is no liability on the part of the Company for claim liabilities of other companies under IGF's administration. - -------------------------------------------------------------------------------- NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- DECEMBER 31, 1995 AND 1994 (In thousands of U.S. dollars) - -------------------------------------------------------------------------------- 15. Segmented information - --------------------------------------------------------------------------------
United United States States Other Canada Crop Other P&C Foreign Elimination Consolidated 1995 Gross premiums written $ -- $ 67,828 $ 54,260 $ 34,837 $(5,208) $ 151,717 ========= ========= ========= ========= ========= ========= Net premiums earned $ (84) $ 11,608 $ 38,034 $ 26,544 $ -- $ 76,102 ========= ========= ========= ========= ========= ========= Segmented operating profit $ 1,900 $ 447 $ 13,910 $ 12,898 $(1,374) $ 27,781 General expenses 3,746 (7,122) 15,934 9,356 (1,304) 20,610 --------- --------- --------- --------- --------- --------- Net income (loss) $ (1,846) $ 7,569 $ (2,024) $ 3,542 $ (70) $ 7,171 ========= ========= ========= ========= ========= ========= Identifiable assets $ 6,884 $ 59,733 $ 47,372 $ 55,921 $(9,094) $ 160,816 ========= ========= ========= ========= ========= ========= 1994 Gross premiums written $ -- $ 54,455 $ 48,679 $ 23,844 $ -- $ 126,978 ========= ========= ========= ========= ========= ========= Net premiums earned $ (61) $ 4,565 $ 27,561 $ 22,879 $ -- $ 54,944 ========= ========= ========= ========= ========= ========= Segmented operating profit $ 3,606 $ (2,286) $ 10,259 $ 8,812 $(1,418) $ 18,973 General expenses 3,069 (3,707) 10,775 6,328 (1,418) 15,047 Minority interest -- -- (14) -- -- (14) --------- --------- --------- --------- --------- --------- Net income (loss) $ 537 $ 1,421 $ (502) $ 2,484 $ -- $ 3,940 ========= ========= ========= ========= ========= ========= Identifiable assets $ 12,363 $ 29,085 $ 35,749 $ 45,033 $(6,991) $ 115,239 ========= ========= ========= ========= ========= =========
- -------------------------------------------------------------------------------- NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- DECEMBER 31, 1995 AND 1994 (In thousands of U.S. dollars) - -------------------------------------------------------------------------------- 15. Segmented information (cont'd) - -------------------------------------------------------------------------------- The Canadian results are comprised of the operations of Goran as an entity which incurred a loss of $1,472 (1994 - profit of $400) and the run-off insurance activities of GIC which incurred a loss of $374 (1994 - - - profit of $137). Segmented operating profit is composed of premiums earned, plus investment and other income net of claims incurred. General expenses are composed of commissions and operating expenses, interest and income taxes. The United States results are comprised of the consolidated operations of SIG Inc. Other foreign results are comprised of the operations of Granite. See also note 1. - -------------------------------------------------------------------------------- 16. Regulatory matters - -------------------------------------------------------------------------------- a) Goran's insurance subsidiaries are subject to certain requirements and restrictions in accordance with the regulations of their respective jurisdictions. Statutory regulations require that the subsidiaries maintain a minimum amount of capital to support outstanding insurance in force and new premium writing. This requirement and other regulations in the respective jurisdictions, restricts the amount of dividends payable in any year by the subsidiaries to the parent. The statutory surplus of the Company's active insurance subsidiaries at December 31, 1995 amounted to $34,436 (1994 - $23,616). Subsequent to Board of Directors and regulatory approval, IGF declared and paid in December, 1995 an extraordinary dividend to PGIC in the amount of $2,000 on the convertible preferred stock owned by PGIC. In December, 1995, upon Board of Directors and regulatory approval, PGIC declared and paid to SIG Inc. a $1,500 dividend on the common stock owned by SIG Inc. b) PGIC and IGF, domiciled in Indiana, prepare their statutory financial statements in accordance with accounting practices prescribed or permitted by the Indiana Department of Insurance ("IDOI"). Prescribed statutory accounting practices include a variety of publications of the National Association of Insurance Commissioners ("NAIC"), as well as state laws, regulations, and general administrative rules. Permitted statutory accounting practices encompass all accounting practices not so prescribed. IGF received written approval from IDOI to reflect its business transacted with the Consolidated Farm Services Agency ("CFSA") as a 100% cession with any net underwriting results recognized in ceding commissions for statutory accounting purposes, which differs from prescribed statutory accounting practices. As of December 31, 1995, that permitted transaction had no effect on statutory surplus or net income. The net underwriting results, included in commissions and operating expenses, for the years ended December 31, 1995 and 1994 were a gain of $9,653 and $3,275, respectively. - -------------------------------------------------------------------------------- NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- DECEMBER 31, 1995 AND 1994 (In thousands of U.S. dollars) 16. Regulatory matters (cont'd) c) During the year IGF and PGIC entered into a reinsurance agreement in which IGF ceded $17,696 of multi peril crop business to PGIC, who in turn ceded it to the CFSA. As a matter of course, inter-company reinsurance agreements are filed with the IDOI for their approval. IDOI approval has not yet been received with respect to this agreement; however, management believes it will be received in due course. - -------------------------------------------------------------------------------- 17. Events subsequent to December 31, 1995 - -------------------------------------------------------------------------------- Subsequent to December 31, 1995, the Company entered into an agreement to purchase Superior Insurance Company ("Superior") for a purchase price equal to 105% of the GAAP net book value of Superior at the time of Closing. For 1995, Superior reported premiums in the amount of $94,800, assets of $160,100 and a net book value of $61,600. The acquisition is subject to normal regulatory approvals. Management believes that such approvals will be forthcoming and that the transaction is expected to close on or about April 30, 1996. In addition, the Company has entered into agreements with Goldman, Sachs & Co. to create a joint venture to acquire Superior. The Company has agreed to contribute (i) its rights under the Superior Purchase Agreement; (ii) 100% of the capital stock of PGIC at a minimum book value of $14,000 and (iii) certain operational capital assets. Investment funds affiliated with Goldman Sachs ("Goldman Entities") agreed to contribute cash of approximately $20,000. With the cash contributed by the Goldman Entities and the proceeds of a Senior Bank Facility, the new company, GGS Management, Inc., will acquire Superior. SIG Inc. will have a 52% interest in GGS Management, Inc. through its ownership of shares in GGS Management Holdings, Inc. - -------------------------------------------------------------------------------- 18. Reconciliation of Canadian GAAP and United States generally accepted accounting principles ("U.S. GAAP") and additional information - -------------------------------------------------------------------------------- The consolidated financial statements are prepared in accordance with Canadian GAAP. Material differences between Canadian and U.S. GAAP are described below: (a) Earnings and retained earnings 1995 1994 ------- ------- Net earnings in accordance with Canadian GAAP $ 7,171 $ 3,940 Add effect of difference in accounting for: Deferred income taxes [see note (d)] (344) 1,180 Outstanding claims [see note (e)] (161) 88 ------- ------- Net earnings in accordance with U.S. GAAP 6,666 5,208 - -------------------------------------------------------------------------------- NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- DECEMBER 31, 1995 AND 1994 (In thousands of U.S. dollars, except share data) - -------------------------------------------------------------------------------- 18. Reconciliation of Canadian GAAP and United States generally accepted accounting principles ("U.S. GAAP") and additional information (cont'd) - -------------------------------------------------------------------------------- (a) Earnings and retained earnings (cont'd) Applying U.S. GAAP, deferred income tax assets would be increased by $1,466 and $1,742, outstanding claims would be increased by $1,327 and $1,134, and cumulative translation adjustment would be increased by $36 and $84 as at December 31, 1995 and 1994, respectively. As a result of these adjustments, accumulated deficit would be decreased by $139 and $608 as at December 31, 1995 and 1994, respectively. The effect of the above noted differences on other individual balance sheet items and on working capital is not significant. (b) Earnings per share Earnings per share, as determined in accordance with U.S. GAAP are set out below. Primary earnings per share are computed based on the weighted average number of common shares outstanding during the year plus common share equivalents consisting of stock options and warrants. Primary and fully diluted earnings per share are calculated using the Treasury Stock method and assume conversion of securities when the result is dilutive. The following average number of shares were used for the compilation of primary and fully diluted earnings per share: 1995 1994 ---------- ---------- Primary $5,567,644 $5,399,463 Fully diluted 5,567,644 5,399,463 Earnings per share, as determined in accordance with U.S. GAAP, are as follows: 1995 1994 ---------- ---------- Primary earnings per share $1.20 $0.96 Fully diluted earnings per share 1.20 0.96 (c) Supplemental cash flow information Cash paid for interest and income taxes is summarized as follows: 1995 1994 ---------- ---------- Cash paid for interest 1,548 1,773 Cash paid for income taxes, net of refunds 1,953 166 - -------------------------------------------------------------------------------- NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- DECEMBER 31, 1995 AND 1994 (In thousands of U.S. dollars) - -------------------------------------------------------------------------------- 18. Reconciliation of Canadian GAAP and United States generally accepted accounting principles (U.S. GAAP) and additional information (cont'd) - -------------------------------------------------------------------------------- (d) Income taxes The difference in accounting for deferred income taxes reflects the adoption for U.S. GAAP, effective January 1, 1993, of Statement of Financial Accounting Standards No. 109 ("SFAS No. 109"), "Accounting for Income Taxes." This standard requires an asset and liability approach that takes into account changes in tax rates when valuing the deferred tax amounts to be reported in the balance sheet. Deferred tax assets recognized under Canadian GAAP, which require realization beyond a reasonable doubt in order to record the assets, amounted to $73 and $214 at December 31, 1995 and 1994, respectively, and pertained to Canadian operations only. The adoption of SFAS No. 109 results in additional deferred tax assets recognized for deductible temporary differences and loss carry-forwards in the amount of $2,581 and $2,375 net of valuation allowances of $69 and $260 and deferred tax liabilities recognized for taxable temporary differences in the amount of $1,114 and $633 at December 31, 1995 and 1994, respectively. (e) Outstanding claims The difference in accounting for outstanding claims reflects the application for U.S. GAAP of SEC Staff Accounting Bulletin No. 62, "Discounting by Property/Casualty Insurance Companies". This standard does not allow discounting of unpaid claim liabilities by public companies, except in specific circumstances that are not applicable to the Company. (f) Receivables from sale of capital stock The SEC Staff Accounting Bulletins require that accounts or notes receivable arising from transactions involving capital stock should be presented as deductions from shareholders' equity and not as assets. Accordingly, in order to comply with U.S. GAAP, shareholders' equity would be reduced by $563 and $593 as at December 31, 1995 and 1994, respectively, to reflect the loans due from certain shareholders which relate to the purchase of common shares of the Company. (g) Unrealized loss on investments U.S. GAAP require that unrealized losses on investment portfolios be included as a component in determining shareholders' equity. In addition, SFAS No. 115 permits prospective recognition of unrealized gains on investment portfolios for year-ends commencing after December 15, 1993. As a result, shareholders' equity would be reduced by $221 and $1,383 as at December 31, 1995 and 1994, respectively. As the Company classifies its debt and equity securities as available for sale, the adoption of SFAS No. 115 in 1994 has no effect on net income. - -------------------------------------------------------------------------------- NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- DECEMBER 31, 1995 AND 1994 (In thousands of U.S. dollars) - -------------------------------------------------------------------------------- 18. Reconciliation of Canadian GAAP and United States generally accepted accounting principles (U.S. GAAP) and additional information (cont'd) - -------------------------------------------------------------------------------- (h) Changes in shareholders' equity A reconciliation of shareholders' equity from Canadian GAAP to U.S. GAAP is as follows: 1995 1994 ------- ------- Shareholders' equity in accordance with Canadian GAAP 12,622 5,067 Add (deduct) effect of difference in accounting for: Deferred income taxes (see note (a)) 1,466 1,742 Outstanding claims (see note (a)) (1,327) (1,134) Receivables from sale of capital stock (see note (f)) (563) (593) Unrealized loss on investments (see note(g)) (221) (1,383) ------- ------- Shareholders' equity in accordance with U.S. GAAP 11,977 3,699 ====== ===== - -------------------------------------------------------------------------------- 19. Comparative figures - -------------------------------------------------------------------------------- Certain comparative figures have been reclassified to conform to the basis of presentation adopted in 1995. - -------------------------------------------------------------------------------- 20. Reporting currency - -------------------------------------------------------------------------------- These financial statements, which are denominated in U.S. dollars, reflect the conversion of the previously issued Canadian dollar denominated financial statements, which were issued together with an auditors' report thereon dated March 18, 1996. -----END PRIVACY-ENHANCED MESSAGE-----