FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of a Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month(s) of: January 1, 1998 to March 31, 1998
NEWCOURT CREDIT GROUP INC.
BCE Place, 181 Bay Street
Suite 3500, P.O. Box 827
Toronto, Ontario
Canada, M5J 2T3
[Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.]
Form 20-F / / Form 40-F /X/
[Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934.]
Yes / / No /X/
[If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b)]
82-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: May 15, 1998
NEWCOURT CREDIT GROUP INC.
By: John P. Stevenson
Corporate Secretary
<PAGE>
CONSOLIDATED FINANCIAL STATEMENTS
NEWCOURT CREDIT GROUP INC.
(Unaudited)
For the three months ended March 31, 1998
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Newcourt Credit Group Inc.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
[in thousands of Canadian dollars]
March 31, December 31,
1998 1997
$ $
<S> <C> <C>
ASSETS
Cash and cash held in escrow 87,195 1,778,413
Finance assets held for investment
[notes 3 and 5] 11,516,392 2,185,568
Operating leases held for investment
and sale [notes 4 and 5] 2,874,492 275,833
Finance assets held for sale 1,597,878 1,091,398
Investment in affiliated companies 171,925 173,918
Accounts receivable, prepaids and other 450,101 181,736
Future income tax receivable 321,536 0
Fixed assets [note 6] 120,686 87,396
Goodwill [note 7] 1,847,877 408,754
Total Assets 18,988,082 6,183,016
LIABILITIES, PREFERRED SECURITIES AND
SHAREHOLDERS' EQUITY
Liabilities
Accounts payable and accrued liabilities 1,096,384 303,968
Debt [note 8] 13,786,085 2,789,816
Future income tax liability 0 27,739
Total Liabilities 14,882,469 3,121,523
Preferred Securities 284,560 0
Shareholders' Equity
Share capital [note 9] 3,658,155 2,935,402
Retained earnings 162,898 126,091
Total Shareholders' Equity 3,821,053 3,061,493
Total Liabilities, Preferred Securities
and Shareholders' Equity 18,988,082 6,183,016
See accompanying notes
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Newcourt Credit Group Inc.
CONSOLIDATED STATEMENTS OF INCOME AND
RETAINED EARNINGS
(Unaudited)
[in thousands of Canadian dollars, except for per share amounts]
Three Months Ended
March 31, March 31,
1998 1997
$ $
<S> <C> <C>
Asset finance income
Revenue on sale of finance assets 86,154 22,737
Management and other fees 48,491 9,920
Net finance and rental income 190,119 16,008
Total asset finance income 324,764 48,665
Operating expenses
Salaries and wages 116,783 13,576
Operating and administrative 107,875 14,270
Depreciation and amortization 28,615 2,711
Operating income before taxes 71,491 18,108
Provision for income taxes 29,103 3,983
Net income for the period 42,388 14,125
Retained earnings, beginning of period 126,091 100,774
Dividends paid on common shares (5,581) (2,107)
Options purchased 0 (173)
Retained earnings, end of period 162,898 112,619
Earnings per common share
Basic $0.32 $0.23
Fully diluted $0.32 $0.23
See accompanying notes
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Newcourt Credit Group Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
[in thousands of Canadian dollars]
Three Months Ended
March 31, March 31,
1998 1997
$ $
<S> <C> <C>
OPERATING ACTIVITIES
Net income for the period 42,388 14,125
Add items not requiring an outlay of cash
Future income taxes 11,653 2,782
Depreciation and amortization 28,615 2,711
Cash flow from operations 82,656 19,618
Net change in non-cash assets and liabilities (61,039) (59,957)
Cash provided by (used in) operating activities 21,617 (40,339)
INVESTING ACTIVITIES
Finance assets, underwritten and purchased (3,925,433) (946,532)
Finance assets, sold 1,639,197 714,064
Finance assets, repayments and others 1,366,666 192,511
Finance assets and assets held for sale (919,570) (39,957)
Business acquisitions (1,645,029) 0
Investment in affiliated companies 1,993 (7,946)
Purchase of fixed assets (5,838) (10,205)
Cash used in investing activities (2,568,444) (58,108)
FINANCING ACTIVITIES
Debt issued, net 892,230 (71,401)
Shares issued for subscription rights, net 1,713,264 121,400
Deferred tax on share issues 26,696 2,508
Dividends paid on common shares (5,581) (2,107)
Options purchased 0 (173)
Cash provided by financing activities 2,626,609 50,227
Increase (decrease) in cash during the period 79,782 (48,220)
Cash (net of cash held in escrow of
$1,771,000 [March 31, 1997 - nil]),
beginning of period 7,413 51,184
Cash, end of period 87,195 2,964
See accompanying notes
</TABLE>
<PAGE>
1. NATURE OF THE COMPANY'S OPERATIONS
The Company is an independent, non-bank financial services enterprise with
operations primarily in Canada and the United States and has recently
expanded its operations into the United Kingdom and Australia. The
acquisition of AT&T Capital Corporation ("AT&T Capital") has expanded
the Company's operations into Europe, the Asia/Pacific Region, Mexico and
South America. The Company originates, sells and manages asset-based
financing by way of secured loans, leases and conditional sales contracts.
Generally, the Company retains an interest in the financings it originates.
The loan origination activities focus on the commercial and corporate
finance segments of the asset-based lending market.
The Company originates loans in the commercial finance market through
vendor finance programs. These agreements are established with select
equipment manufacturers, dealers and distributors to provide equipment
sales and inventory financing. The Company serves the corporate finance
market through financing services it delivers via vendors to major
corporations, public sector institutions and governments.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The consolidated financial statements have been prepared in accordance with
accounting principles generally accepted in Canada. The more significant
accounting policies are summarized below:
Principles of consolidation
The consolidated financial statements of the Company include the accounts
of all its wholly owned subsidiaries. All inter-company transactions and
balances have been eliminated.
Finance assets held for investment
Net investment in finance assets is comprised of loans, the aggregate of
capital lease receivables, estimated unguaranteed residual values, unearned
income, allowance for credit losses and the Company's investment in
securitization receivables. Income is recognized on finance assets held for
investment on an actuarial basis which produces a constant rate of return on
the investment in finance assets.
<PAGE>
Recognition of finance income is generally suspended when, in
management's view, a loss is likely to occur but in no event later than 90
days after an account has gone into arrears. Accrual is resumed when the
receivable becomes contractually current and management believes there is
no longer any significant probability of loss.
Operating leases held for investment and sale
Equipment under operating leases is generally depreciated over the
estimated useful life of the asset. During the term of the related lease,
annual depreciation is generally calculated on a straight-line basis based on
the estimated unguaranteed residual values at the end of the respective lease
terms. Rental revenue is recognized on a straight-line basis over the related
lease terms.
Estimated unguaranteed residual values
Estimated unguaranteed residual values are established upon acquisition and
leasing of the equipment based upon the estimated value of the equipment at
the end of the lease term. Values are determined on the basis of studies
prepared by the Company, historical experience and industry data.
Although it is reasonably possible that a change in the unguaranteed residual
values could occur in the near term, the Company actively manages its
residual values by communicating with lessees and vendors during the lease
term to encourage lessees to extend their leases or upgrade and enhance
their leased equipment. Residual values are continually reviewed and
monitored by the Company. Declines in residual values for capital leases
are recognized as an immediate charge to income. Declines in residual
values for operating leases are recognized as adjustments to depreciation
expense over the shorter of the useful life of the asset or the remaining term
of the lease.
Deferred costs
Direct incremental costs of acquisition of finance assets, operating leases
and of investing in affiliated companies are deferred and amortized over the
shorter of the term of the finance asset or operating lease and the expected
period of future benefit. Costs incurred during the pre-operating period of
new business ventures are deferred and amortized over the expected period
of future benefit.
<PAGE>
Allowance for credit losses
Losses on finance assets and the carrying value of repossessed assets are
determined by discounting at the rate of interest inherent in the original
asset the expected future cash flows of the finance assets including
realization of collateral values and estimated recoveries under third party
guarantees and vendor support agreements.
General allowances are established for probable losses on loans and leases
whose impairment cannot otherwise be measured.
Revenue on sale of finance assets
The Company sells certain of its asset-based financing originations to
securitization vehicles.
The securitization transactions are accounted for as sales of finance assets,
resulting in the removal of the assets from the Company's consolidated
balance sheet, the recording of assets received and the computation of a gain
on sale. The asset received is generally cash. Assets retained, represent an
interest in the cash flows of the receivables sold. Such retained interest may
include cash collateral accounts, excess spread assets, securities backed by
the transferred assets and residual interests in securitized trusts. Proceeds
on sale are computed as the aggregate of the initial cash consideration and
the present value of any additional sale proceeds, net of a provision for
anticipated credit losses on the securitized assets and the amount of a normal
servicing fee. The sale of finance assets is recorded when the significant
risks and rewards of ownership are transferred.
Income is earned on the securitization receivables and is recognized on an
accrual basis. The carrying value of this asset is reduced, as required,
based upon changes in the Company's share of the estimated credit losses on
the securitized assets. The Company continues to manage the securitized
assets and recognizes income equal to a normal servicing fee over the term
of the securitized assets.
Certain finance assets are underwritten and sold to institutional investors for
cash. These transactions generate syndication fees for the Company, which
generally continues to service these assets on behalf of the investors.
<PAGE>
Fees received for syndicating finance assets are included in income when the
related transaction is substantially complete provided the yield on any
portion of the asset retained by the Company is at least equal to the average
yield earned by the other participants involved.
Fixed assets
Fixed assets are recorded at cost. Depreciation is provided on a straight-line
basis at the following rates:
Building 20 years
Furniture and fixtures 10 years
Computers and office equipment 5 years
Goodwill
Goodwill is recorded at cost less accumulated amortization. Amortization is
provided on a straight-line basis over a period not to exceed 20 years. The
valuation and amortization of goodwill is evaluated on an on-going-basis
and, if considered permanently impaired, is written down. The
determination as to whether there has been an impairment in value is made
by comparing the carrying value of the goodwill to the projected
undiscounted net revenue stream to be generated by the related activity.
Foreign currency translation
Prior to 1998, assets and liabilities denominated in foreign currencies of
certain foreign operations were translated using the temporal method,
whereby monetary assets and liabilities were converted into Canadian
dollars at exchange rates in effect at the consolidated balance sheet dates.
Gains and losses on finance assets and debt were deferred and amortized
over the remaining lives of the related items on a straight-line basis. Non-
monetary assets and liabilities were translated at historical rates. Revenue
and expenses were translated at the exchange rate in effect on the date of the
transaction.
As a consequence of the acquisition of AT&T Capital, the Company's
foreign operations function financially and operationally independent of the
parent, and therefore are considered, for the purposes of foreign currency
translation, to be self-sustaining operations. As a result, the assets and
liabilities of these operations are translated into Canadian dollars at rates
in effect at the balance sheet date. Revenue and expenses are translated at
the average exchange rates prevailing during the year. Unrealized foreign
currency translation gains and losses on these self-sustaining operations are
netted with share capital.
<PAGE>
Income taxes
During 1997, the Canadian Institute of Chartered Accountants approved the
adoption of the liability method of accounting for income taxes effective for
fiscal years beginning on or after January 1, 2000. Effective January 1,
1996, the Company adopted the provisions of the standard. The adoption of
the standard amends the Company's method of accounting for income taxes
from the comprehensive tax allocation method to an asset and liability
approach. Under the asset and liability method, future tax assets and
liabilities are provided for all significant temporary differences between the
financial statement and tax bases of assets and liabilities and are adjusted
for tax rate changes as they occur.
The Company had retroactively adopted this standard. This standard does
not have a material impact on the Company's financial position or results of
operations in the current period or preceding periods.
Earnings per common share
Basic earnings per common share is computed based on the weighted
average number of common shares outstanding during the period. Fully
diluted earnings per common share has been computed based on the
weighted average number of common shares outstanding after giving effect
to the exercise of all outstanding options to acquire common shares.
Derivative financial instruments
Derivative financial instruments are used to hedge the Company's exposure
to interest and currency risk by creating positions which are opposite to, and
offset, on-balance sheet positions which arise from normal operations. The
most frequently used derivatives are interest rate and currency swaps, bond
forwards and foreign exchange forward contracts.
Contract and notional amounts associated with derivative financial
instruments are not recorded as assets or liabilities on the balance sheet.
Off-balance sheet treatment is accorded where an exchange of the
underlying asset or liability has not occurred or is not assured, or where
notional amounts are used solely to determine cash flows to be exchanged.
Swaps and bond forward contracts are accounted for on the accrual basis.
Net accrued interest receivable/payable and deferred gains/losses are
recorded in accounts payable and accrued liabilities, as appropriate.
Realized gains/losses on terminated contracts are recognized/expensed or
deferred and amortized over the remaining life of any applicable
corresponding position.
Use of estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Significant areas in which estimated are used include residual values,
income taxes, retained interests in securitized assets and related reserves,
allowance for credit losses, valuation of assets held for sale, restructuring
reserves and contingencies.
<PAGE>
3. FINANCE ASSETS HELD FOR INVESTMENT
Finance assets held for investment consists of loans, capital leases and the
Company's investment in securitization receivables and are as follows:
<TABLE>
<CAPTION>
March 31, December 31,
1998 1997
$ $
<S> <C> <C>
Receivables 11,087,410 2,005,661
Estimated unguaranteed residual values 838,677 57,421
Unearned income (1,249,070) (190,020)
Allowance for credit losses (236,323) (38,563)
Securitization receivables 1,075,698 351,069
Finance assets held for investment 11,516,392 2,185,568
As at March 31, 1998, the minimum annual payments are as follows:
$
<S> <C>
1998 3,272,458
1999 2,367,320
2000 1,626,118
2001 1,074,379
2002 625,789
Thereafter 2,121,346
11,087,410
</TABLE>
Included in finance assets held for investment is US$7,142,005
[December 31, 1997 - US$693,758].
Substantially all of the finance assets held for investment bear interest
at varying levels of fixed rates of interest. There are no significant
concentrations.
The loans included in finance assets held for investment are collateralized by
the related finance assets.
<PAGE>
4. OPERATING LEASES HELD FOR INVESTMENT AND SALE
<TABLE>
<CAPTION>
The following is a summary of equipment under operating leases:
March 31, December 31,
1998 1997
$ $
<S> <C> <C>
Original equipment cost:
Information technology 1,555,794 364,608
Telecommunications 1,124,833 0
Transportation 666,605 0
Manufacturing 346,048 0
Healthcare 15,230 0
General equipment and other 482,856 0
4,191,366 364,608
Less: Accumulated depreciation (1,391,342) (88,775)
Rental receivables, net 74,468 0
Investment in operating leases 2,874,492 275,833
Minimum annual future rentals to be received on non-cancelable operating
leases as of March 31, 1998, are as follows:
$
<S> <C>
1998 1,155,530
1999 741,582
2000 409,349
2001 138,265
2002 72,289
Thereafter 11,582
2,528,597
Included in operating leases held for investment is US$1,977,465
[December 31, 1997 - $182,824].
</TABLE>
<PAGE>
5. ALLOWANCE FOR CREDIT LOSSES
<TABLE>
<CAPTION>
An analysis of the Company's allowance for credit losses and its finance
assets and operating leases held for investment are as follows:
March 31, December 31,
1998 1997
$ $
<S> <C> <C>
Finance assets held for investment and
operating leases held for investment and sale 14,390,884 2,461,401
Allowance for credit losses,
beginning of period 38,563 16,465
Provisions for credit losses during the
period including acquisitions 246,723 31,041
Write-offs, net of recoveries (27,523) (8,943)
Allowance for credit losses, end of period 257,763 38,563
Allowance as a percentage of investment assets 1.8% 1.6%
Investment assets in arrears (90 days and over) 160,008 13,619
Arrears as a percentage of investment assets 1.1% 0.6%
Investment assets in repossession,
at estimated net realizable value 122,421 6,023
Credit provisions against finance assets acquired
during the period amounted to $207,446 [December 31, 1997 - $26,230].
The Company has an additional specific credit loss
reserve of $88,240 [December 31, 1997 - $1,596] relating
to the Company's securitization receivables. Beyond this
specific credit loss reserve further losses may be provided
for by a reduction in the yield earned on the securitization receivables.
</TABLE>
<PAGE>
6. FIXED ASSETS
<TABLE>
<CAPTION>
Fixed assets consist of the following:
March 31, 1998 December 31, 1997
Accumulated Accumulated
Cost depreciation Cost depreciation
$ $ $ $
<S> <C> <C> <C> <C>
Land and buildings 40,798 21,739 14,654 3,281
Furniture and fixtures 78,867 41,802 48,658 15,143
Computers and
office equipment 121,275 60,027 56,552 17,300
Other 4,676 1,362 4,182 926
245,616 124,930 124,046 36,650
Net book value 120,686 87,396
</TABLE>
7. ACQUISITION
On January 12, 1998, the Company purchased all of the outstanding
common shares of AT&T Capital for approximately U.S. $1.7 billion (Cdn
$2.4 billion), of which approximately U.S. $1.15 billion (Cdn $1.6 billion)
was paid in cash and remaining U.S. $550 million (Cdn $789 million) was
satisfied through the issuance of approximately 17.6 million common shares
of the Company. AT&T Capital is a full-service, diversified equipment
leasing and finance company that operates predominately in the United
States.
<PAGE>
This acquisition has been accounted for as a purchase, and accordingly the
Company's consolidated financial statements include the results of
operations of the acquired business from the date of acquisition. The net
assets acquired are as follows:
<TABLE>
<CAPTION>
$
<S> <C>
Net assets acquired at approximate fair values
Cash 12,346
Finance assets held for investment 9,380,053
Operating leases held for investment and sale 2,287,583
Accounts receivable, prepaids and other 498,933
Future income tax receivable 327,870
12,506,785
Accounts payable and accrued liabilities 1,034,621
Debt 10,213,136
Preferred securities 286,560
11,534,317
Net assets acquired 972,468
Consideration
Cash 1,645,029
Common shares 789,997
Total consideration 2,435,026
Goodwill 1,462,558
</TABLE>
<PAGE>
8. DEBT
<TABLE>
<CAPTION>
Debt consists of the following:
March 31, December 31,
1998 1997
$ $
<S> <C> <C>
Fixed Rate Debt
U.S. senior notes, bearing interest
varying from 6.95% to 7.12%, maturing
in the years 2000 to 2005 147,971 149,011
U.S. senior notes, bearing interest at 8.26%,
maturing in the year 2005 142,280 143,280
Medium term notes, bearing interest rates
varying from 4.40% to 9.34% maturing in
the years 1998 to 2007 1,168,464 1,118,433
U.S. medium term notes, bearing interest
varying from 5.53% to 8.08% maturing in
the years 1998 to 2005 5,894,660 0
7.625% debenture, maturing in June, 2001 124,816 124,802
6.45% debenture, maturing in June, 2002 149,794 149,782
Other fixed rate debt 598,378 270,227
Floating rate debt
Floating rate U.S. medium term notes, interest
periodically reprices based upon various indices,
average interest rate ranges from 5.88% to 6.15%,
maturing in the years 1998 to 2000 1,598,160 0
Commercial paper and other short term borrowings 3,961,562 834,281
13,786,085 2,789,816
</TABLE>
<PAGE>
Interest expense on the debt outstanding during the period was $218,741
[1997 - $28,506].
On August 12, 1997, the Company increased its Canadian bank facility to
$750 million. On May 14, 1997, the Company renewed and increased its
U.S. bank facility to US$600 million. The Canadian bank facility and one-
third of the U.S. bank facility is a 364-day committed unsecured revolving
credit facility with a syndicate of Canadian, U.S. and international banks.
The remaining two-thirds of the U.S. bank facility is a three-year committed
unsecured revolving credit facility. These credit facilities are used as
interim funding pending syndication, sale, securitization, collection of
proceeds of financings assets, or as support for the Company's $750 million
Canadian commercial paper program and its US$600 million U.S.
commercial paper program. The Canadian and U.S. bank facilities attract
interest at bankers' acceptance plus 45 basis points and LIBOR plus 45 basis
points, respectively.
The Company renegotiated its various bank facilities in April, 1998 to
support the existing commercial paper programs and for general corporate
purposes. The U.S. bank facility was increased to US$2.3 billion with
US$1.535 billion having a term of 364 days and US$765 million having a
term of 5 years. In addition, the Canadian bank facility was increased to
$1.2 billion with a term of 364 days.
Included in debt is US$1,422,478 [December 31, 1997 - US$1,388,211] of
which US$1,357,478 [December 31, 1997 - US$1,323,211] was used to
fund leases and loans which are repayable in U.S. dollars.
<PAGE>
<TABLE>
<CAPTION>
As of March 31, 1998, scheduled annual repayments are as follows:
$
<S> <C>
1998 6,662,556
1999 4,631,530
2000 815,874
2001 584,982
2002 439,221
Thereafter 651,922
13,786,085
</TABLE>
9. SHARE CAPITAL
Authorized -
The Company's authorized share capital consists of the following:
[i] Unlimited Common Shares with voting rights;
[ii] Unlimited Special Shares without voting rights convertible into
Common Shares on a share-for-share basis; and
[iii] Unlimited Class A Preference Shares issuable in series.
<PAGE>
Outstanding -
<TABLE>
<CAPTION>
The following is a summary of the changes in share capital during the period:
March 31, December 31,
1998 1997
# $ # $
<S> <C> <C> <C> <C>
Subscription Rights
Outstanding, beginning of period 38,500,000 1,758,493 0 0
Exchange for common shares (38,500,000) (1,758,493)
Proceeds of rights issue, net 0 0 38,500,000 1,758,493
Outstanding, end of period 0 0 38,500,000 1,758,493
Common Shares
Outstanding, beginning of period 83,070,958 1,176,909 60,182,688 415,160
Proceeds of share issue, net 0 0 13,910,000 481,030
Shares issued for subscription
rights 38,500,000 1,725,864 0 0
Issued on acquisition [note 7] 17,633,857 789,997 8,214,843 277,295
Stock options exercised 385,015 3,332 743,172 2,839
Others 2,374 177 20,255 585
Outstanding, end of period 139,592,204 3,696,279 83,070,958 1,176,909
Total 139,592,204 3,696,279 121,570,958 2,935,402
Unrealized foreign
currency translation adjustment 0 (38,124) 0 0
Total share capital 139,592,204 3,658,155 121,570,958 2,935,402
</TABLE>
<PAGE>
Public Offerings
On March 11, 1997, the Company completed a public offering of 2,475,000
(4,950,000 post split) Common Shares at $51.00 per share for gross
proceeds of $126,225. Expenses of this issue, net of deferred income tax
recoveries of $2,508, amounted to $3,066.
On August 29, 1997, the Company completed a public offering of 7,260,000
common shares at $38.50 per share for gross proceeds of $279,510.
Expenses of this issue, net of deferred income tax recoveries of $5,571,
amounted to $6,809.
On December 3, 1997, the Company completed a public offering of
38,500,000 subscription rights at $46 per right for gross proceeds to the
Company of $1.77 billion. Expenses of this issue, net of deferred income
tax recoveries of $36,929 amounted to $45,136.
On January 12, 1998, the subscription rights were exchanged for
38,500,000 common shares at $46.00 per share.
Treasury Issue
On September 24, 1997, the Company completed a private placement of
1,700,000 common shares at $50.10 per share for proceeds of $85,170.
On January 12, 1998, the Company completed a private placement of
17,633,857 common shares at US$31.19 per share for proceeds of
US$550,000.
Subdivision of Common Shares
Effective April 14, 1997, the Company subdivided on a two-for-one basis
all of the Company's issued and outstanding Common Shares and all the
Company's Common Shares reserved for issuance.
<PAGE>
10. FINANCE ASSETS UNDER MANAGEMENT
Included in finance assets under management are finance assets which have
been securitized or syndicated by the Company and are not reflected on the
consolidated balance sheets.
<TABLE>
<CAPTION>
Finance assets under management are as follows:
March 31, December 31,
1998 1997
$ $
<S> <C> <C>
Securitized finance assets 11,018,443 5,626,856
Syndicated finance assets 4,089,609 1,386,706
Syndicated finance assets
of affiliated companies 606,908 616,052
15,714,960 7,629,614
</TABLE>
