<PAGE>
<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C.
FORM 10-Q
Quarterly Report Under Section 13 or 15(d)
of the Securities and Exchange Act of 1934
For Quarter Ended Commission File No.
June 30, 1994 0-8403
LAURENTIAN CAPITAL CORPORATION
Delaware 59-1611314
- - ------------------------ ---------------------
(State of Incorporation) (I.R.S. Employer
Identification Number)
640 Lee Road
Wayne, Pennsylvania 19087
- - --------------------- ----------------------
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number,
including area code (610) 889-7400
--------------
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
and 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
----- ------
Number of shares outstanding of the Registrant's Common Stock as of
August 12, 1994:
Common stock, $0.05 Par Value - 7,593,757
---------
Page 1 of 18
Exhibit Index on page 17
<PAGE>
<PAGE> 2
LAURENTIAN CAPITAL CORPORATION
CONTENTS
Page(s)
Consolidated Balance Sheets as at June 30, 1994
(Unaudited) and December 31, 1993 . . . . . . . . . . . . 3-4
Consolidated Statements of Operations (Unaudited) for the
Six Months and Quarter Ended June 30, 1994 and 1993 . . . 5
Consolidated Statements of Cash Flows (Unaudited) for the
Six Months Ended June 30, 1994 and 1993 . . . . . . . . . 6
Notes to Interim Consolidated Financial Statements
(Unaudited) . . . . . . . . . . . . . . . . . . . . . . . 7-8
Management's Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . . . . . 9-13
Part II - Other Information. . . . . . . . . . . . . . . . . . .14-15
Signature. . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Exhibit Index. . . . . . . . . . . . . . . . . . . . . . . . . . 17
Exhibit 11 - Computation of Per Share Earnings . . . . . . . . . 18
<PAGE>
<PAGE> 3
LAURENTIAN CAPITAL CORPORATION
CONSOLIDATED BALANCE SHEETS
(Dollars In Thousands)
June 30, December 31,
1994 1993
---- ----
(Unaudited)
ASSETS
Investments:
Fixed maturities held for investment, at
amortized cost (market, $261,040). . . . $279,722 $ 0
Fixed maturities, at amortized cost
(market, 1993 - $468,497). . . . . . . . 0 458,668
Fixed maturities available for sale, at
market (amortized cost, $202,576). . . . 194,740 0
Equity securities, at market (cost,
1994 - $12,347; 1993 - $28,481). . . . . 11,692 30,379
Mortgage loans on real estate. . . . . . . 24,799 29,438
Investment real estate . . . . . . . . . . 4,651 4,643
Policy loans . . . . . . . . . . . . . . . 51,056 51,677
Short-term investments . . . . . . . . . . 3,547 10,479
-------- --------
TOTAL INVESTMENTS. . . . . . . . . . 570,207 585,284
Cash . . . . . . . . . . . . . . . . . . . . 16,590 8,722
Accounts, notes and premiums receivable. . . 4,060 5,011
Reinsurance receivables. . . . . . . . . . . 41,291 38,982
Accrued investment income. . . . . . . . . . 5,727 5,855
Deferred policy acquisition costs. . . . . . 71,291 71,745
Costs in excess of net assets of business
acquired . . . . . . . . . . . . . . . . . 6,997 7,130
Property and equipment, net. . . . . . . . . 11,691 11,972
Other assets . . . . . . . . . . . . . . . . 3,604 1,780
Assets held in separate accounts . . . . . . 230,573 236,251
-------- --------
TOTAL ASSETS . . . . . . . . . . . . $962,031 $972,732
======== ========
SEE NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
<PAGE>
<PAGE> 4
LAURENTIAN CAPITAL CORPORATION
CONSOLIDATED BALANCE SHEETS
(Dollars In Thousands)
June 30, December 31,
1994 1993
---- ----
(Unaudited)
LIABILITIES
Policy liabilities and accruals:
Future policy benefits . . . . . . . . . . $421,324 $411,951
Unearned premiums. . . . . . . . . . . . . 1,848 1,804
Other policy claims and benefits payable . 12,566 12,629
-------- --------
Total policy liabilities and accruals. . . . 435,738 426,384
Other policyholders' funds . . . . . . . . . 122,239 122,409
Debt . . . . . . . . . . . . . . . . . . . . 45,000 54,822
Other liabilities. . . . . . . . . . . . . . 14,747 15,257
Current income taxes . . . . . . . . . . . . 275 145
Deferred income taxes. . . . . . . . . . . . 9,797 11,827
Liabilities related to separate accounts . . 230,573 236,251
-------- --------
TOTAL LIABILITIES . . . . . . . . . . . 858,369 867,095
-------- --------
Commitments and contingent liabilities
Redeemable preferred stock, Series A Convertible,
$.01 par value, at redemption value
Shares authorized: 5 million
Shares issued: 57,767
Outstanding: 41,468 . . . . . . . . . . 4,147 4,153
-------- --------
STOCKHOLDERS' EQUITY
Common stock, $.05 par value
Shares authorized: 20 million
Shares issued: 8,111,496 . . . . . . . . . 406 406
Capital in excess of par value . . . . . . . 59,127 59,071
Net unrealized appreciation (depreciation) of
securities, net of tax . . . . . . . . . . (5,604) 1,253
Treasury stock, at cost (shares
outstanding: 517,739 and 562,739 at June 30,
1994 and December 31, 1993, respectively) . . (2,593) (2,818)
Retained earnings. . . . . . . . . . . . . . 48,179 43,572
-------- --------
TOTAL STOCKHOLDERS' EQUITY. . . . . . . 99,515 101,484
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $962,031 $972,732
======== ========
SEE NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
<PAGE>
<PAGE> 5
LAURENTIAN CAPITAL CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended June 30, Quarter Ended June 30,
------------------------- ----------------------
1994 1993 1994 1993
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues:
Premiums $ 40,653 $ 40,314 $ 21,377 $ 20,650
Net investment income 21,959 23,383 10,963 12,030
Realized investment gains 2,380 1,264 758 1,028
Other revenue 1,656 1,858 790 952
-------- -------- -------- --------
Total revenues 66,648 66,819 33,888 34,660
-------- -------- -------- --------
Benefits and expenses:
Benefits and settlement expenses 38,099 39,195 19,751 19,753
Amortization of deferred
policy acquisition costs 6,685 6,328 3,217 3,164
Insurance and other expenses 15,555 15,934 7,749 8,778
-------- -------- -------- --------
Total benefits and expenses 60,339 61,457 30,717 31,695
-------- -------- -------- --------
Income before income taxes and
cumulative effect of accounting change 6,309 5,362 3,171 2,965
Income tax expense:
Current 200 210 100 160
Deferred 1,503 1,401 693 756
-------- -------- -------- --------
Income before cumulative effect of
accounting change 4,606 3,751 2,378 2,049
Cumulative effect of accounting change:
Adoption of SFAS 109 0 400 0 0
-------- -------- -------- --------
NET INCOME $ 4,606 $ 4,151 $ 2,378 $ 2,049
======== ======== ======== ========
Income available to common
shareholders:
Net income $ 4,606 $ 4,151 $ 2,378 $ 2,049
Less: accrued dividends on
preferred stock 127 138 64 69
-------- -------- -------- --------
Net income attributable
to common shareholders $ 4,479 $ 4,013 $ 2,314 $ 1,980
======== ======== ======== ========
Earnings per share:
Income before cumulative effect of
accounting change $ 0.59 $ 0.48 $ 0.30 $ 0.26
Cumulative effect of accounting change:
Adoption of SFAS 109 0.00 0.05 0.00 0.00
-------- ------- -------- --------
NET INCOME $ 0.59 $ 0.53 $ 0.30 $ 0.26
======== ======== ======== ========
Weighted average shares outstanding
(in thousands) 7,570 7,549 7,591 7,549
======== ======== ======== ========
</TABLE>
SEE NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
<PAGE>
<PAGE> 6
LAURENTIAN CAPITAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended June 30,
1994 1993
---- ----
<S> <C> <C>
Cash flow from operations:
Net income $ 4,606 $ 4,151
Adjustments to reconcile net income
to net cash provided by operating activities:
Cumulative effect of change in accounting principle 0 (400)
Increase in policy liabilities and accruals,
policyholders' funds and income taxes 8,304 7,639
Decrease (increase) in accrued investment income and
accounts and notes receivable 1,187 (413)
Decrease in accrued expense and
other liabilities (466) (1,407)
Amortization of deferred policy acquisition costs 6,685 6,328
Policy acquisition costs deferred (6,231) (5,279)
Depreciation expense 744 767
Amortization of goodwill 133 139
Realized gains on investments (2,380) (1,264)
Other reconciling adjustments, net (1,634) (437)
------- ------
Net cash provided by operating activities 10,948 9,824
------- ------
Cash flow from investing activities:
Sale of investments 6,714 5,200
Maturity or repayment of investments 67,373 102,292
Purchase of investments (73,846) (109,830)
Purchases of property and equipment (708) (717)
Net decrease in short-term investments 6,932 17,337
Other investing activities, net 0 2
------- ------
Net cash provided by investing activities 6,465 14,284
------- ------
Cash flow from financing activities:
Proceeds from borrowing 45,000 65
Repayment of debt (54,822) 0
Sale of treasury shares 225 19
Other financing activities, net 52 (2)
------- ------
Net cash provided by (used in) financing activities (9,545) 82
------- ------
Net increase in cash 7,868 24,190
Cash at beginning of period 8,722 20,292
------- ------
Cash at end of period $16,590 $44,482
======= =======
Supplemental disclosure of cash flow information:
Cash paid for interest expense $ 2,121 $ 2,484
Cash paid for federal income taxes 70 275
</TABLE>
SEE NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
<PAGE>
<PAGE> 7
LAURENTIAN CAPITAL CORPORATION
------------------------------
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------
(Unaudited)
NOTE 1 - BASIS OF PRESENTATION:
- - -------------------------------
The Interim Consolidated Financial Statements should be read in
conjunction with the following notes and with the Notes to the
Consolidated Financial Statements included in the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1993.
In the opinion of management, the financial statements contain
all adjustments (consisting only of normal recurring adjustments)
necessary to present fairly the financial position as of June 30,
1994 and the results of operations and statements of cash flows
for the three month and six month periods ended June 30, 1994 and
1993.
The consolidated financial statements include, after intercompany
eliminations, Laurentian Capital Corporation (individually or
collectively with its subsidiaries, the "Company"), and its
wholly-owned subsidiaries Loyal American Life Insurance Company
("Loyal"), Prairie States Life Insurance Company ("Prairie"), and
Rushmore National Life Insurance Company ("Rushmore").
The results of operations for the six month period ended June 30,
1994 are not necessarily indicative of the results to be expected
for the full year. Certain prior year information has been
reclassified to conform with the current year's presentation.
NOTE 2 - CHANGE IN ACCOUNTING PRINCIPLE - ACCOUNTING FOR CERTAIN
INVESTMENTS IN DEBT AND EQUITY SECURITIES:
- - ----------------------------------------------------------------
Effective January 1, 1994, the Company adopted the provisions of
Statement of Financial Accounting Standards Number 115,
"Accounting for Certain Investments in Debt and Equity
Securities" (SFAS 115). SFAS 115 requires that debt securities
are to be classified as either held to maturity (carried at
amortized cost), available for sale (carried at market value with
unrealized gains or losses reported in stockholders' equity), or
trading (carried at market value with unrealized gains or losses
reported in net income).
The Company believes that it has the ability and intent to hold
to maturity its debt security investments that are classified as
held to maturity. The Company also recognizes that there may be
circumstances where it may be appropriate to sell a security
prior to maturity in response to changes in a variety of
circumstances. In recognizing the need for the flexibility to
respond to such changes, the Company has designated a portion of
its fixed maturity portfolio as available for sale. The Company
has not classified any of its fixed maturity securities as
trading.
<PAGE>
<PAGE> 8
SFAS 115 does not permit a retroactive application to prior
years' financial statements. The effect of adopting SFAS 115 was
to increase the carrying amount of fixed maturity securities
classified as available for sale by $6.5 million, increase
deferred income taxes payable by $2.2 million, and increase
stockholders' equity by $4.3 million (or $0.57 per share), as of
January 1, 1994. Due to the general decline in the bond market
experienced during 1994, the effect of SFAS 115 was to decrease
the carrying amount of fixed maturities available for sale,
deferred income taxes payable and stockholders' equity by $7.8
million, $2.7 million and $5.1 million (or $0.68 per share),
respectively, at June 30, 1994.
NOTE 3 - INVESTMENTS:
- - ---------------------
Of the fixed maturity investments, $4.2 million at amortized
cost, less permanent impairments, were rated as below investment
grade as of June 30, 1994. These investments had an associated
market value of $4.1 million. As of December 31, 1993, $8.8
million at amortized cost, less permanent impairments, with an
associated market value of $9.1 million were rated as below
investment grade. Most of these securities have been evaluated
by the National Association of Insurance Commissioners and found
to be suitable for reporting at book value for statutory
reporting purposes. No material effect is expected from these
holdings on the Company's financial condition or the results of
operations. The Company's investment strategy is to hold fixed
income instruments to maturity and to recognize permanent
impairments on those investments where reduction in amounts to be
received at maturity is likely.
NOTE 4 - REFINANCING AGREEMENT:
- - -------------------------------
As of March 31, 1994, the Company's indebtedness under its then
outstanding Revolving Underwriting Facility ("RUF") amounted to
$54.8 million, which was due on April 25, 1994.
On April 25, 1994, the Company entered into a five year revolving
credit facility in the amount of $45 million to refinance part of
the RUF. The new credit facility, together with the payment of
$10 million by the Company, satisfied the repayment of the RUF.
Pursuant to the terms of the new credit facility, the Company
will pay interest at a variable rate equal to 1.125% above the
London Interbank Offered Rate. There are covenants relating to
the Company's activities and financial condition, including a
requirement that the Company maintain a minimum net worth, as
defined under the new credit facility, of $75 million.
<PAGE>
<PAGE> 9
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
- - ---------------------------------------------------------------
RESULTS OF OPERATIONS
---------------------
Premium Income
- - --------------
The following table sets forth for the periods shown the amount
of premium income for the Company, and the percentage change from
the corresponding prior-year period:
Six Months Ended Three Months Ended
June 30 June 30
---------------- ------------------
(Dollars in thousands)
1994 amount $ 40,653 $ 21,377
1993 amount 40,314 20,650
Percentage increase 0.8% 3.5%
For the six months and quarter ended June 30, 1994, the net
increase in premium income, as compared to the corresponding
period in 1993, was due to increased life insurance sales at
Prairie and improved persistency at Loyal.
Net Investment Income, Realized Investment Gains and Other Revenue
- - ------------------------------------------------------------------
The following table sets forth for the periods shown the amount
of net investment income, realized investment gains and other
revenue and the percentage change from the corresponding prior-
year period:
Six Months Ended Three Months Ended
June 30 June 30
---------------- ------------------
(Dollars in thousands)
1994 amount $ 25,995 $ 12,511
1993 amount 26,505 14,010
Percentage decrease (1.9)% (10.7)%
For the six months and quarter ended June 30, 1994, the decreases
in net investment income, realized investment gains and other
revenue in 1994, as compared to 1993, were primarily due to
decreases in net investment income of $1.4 million and $1.1
million, respectively. The decrease for the six months ended
June 30, 1994 was partially offset by an increase in realized
investment gains of $1.1 million, most of which resulted from the
Company's sale of its investment in North American National
Corporation in the first quarter for a gross realized gain of
$1.7 million. The decline in net investment income reflects the
reduced portfolio yield as a result of significant prepayments
received during 1993 that were reinvested at lower interest
rates. Partially offsetting the decline in portfolio yield has
been an increase in invested assets.
<PAGE>
<PAGE> 10
Benefits & Expenses
- - -------------------
The following table sets forth for the periods shown the benefits
and expenses incurred by the Company as a percentage of premium
income:
Six Months Ended Quarter Ended
June 30 June 30
-------------------- -----------------------
Benefits Expenses Benefits Expenses
-------- -------- -------- --------
1994 93.7% 54.7% 92.4% 51.3%
1993 97.2% 55.2% 95.7% 57.8%
For the six months ended June 30, 1994, benefits decreased by
$1.1 million as compared to the prior year. The decrease was due
primarily to lower levels of life insurance benefits at Loyal,
primarily in the first quarter. For the quarter ended June 30,
1994, the dollar amount of benefits remained unchanged as
compared to the prior year while the percentage decreased due to
the increase in premiums.
Total expenses remained unchanged and decreased $1.0 million for
the six months and quarter ended June 30, 1994, respectively.
Interest expense for the quarter ended June 30, 1994 was
approximately $0.4 million lower than the corresponding prior
year period, due to the refinancing of the Company's debt. The
Company continues to seek opportunities to reduce expenses
through various cost containment programs.
Income Taxes
- - ------------
The Company's effective tax rates for the periods ended June 30,
1994 and 1993 were 27% and 30%, respectively. The primary reason
the effective tax rates for the periods ended June 30, 1994 and
1993 are lower than the enacted statutory tax rate of 34% is due
to the utilization of previously unrecognized tax benefits on the
sale of certain real estate investments and North American
National shares.
Effective January 1, 1993, the Company adopted Statement of
Financial Accounting Standards No. 109, "Accounting for Income
Taxes" (SFAS 109). The cumulative benefit of $400,000 of
adopting this change as of January 1, 1993 has been reflected in
the statement of operations for the six months ended June 30,
1993 included herein.
<PAGE>
<PAGE> 11
Net Income
- - ----------
The following table sets forth for the periods shown net income
and earnings per share:
Six Months Ended Three Months Ended
June 30 June 30
---------------- -------------------
(Dollars in thousands except per share amounts)
Earnings Earnings
Amount Per Share Amount Per Share
------ --------- ------ ---------
1994 amount $4,606 $0.59 $2,378 $0.30
1993 amount 4,151 0.53 2,049 0.26
Increase amount 455 0.06 329 0.04
The improvement in net income of approximately $0.5 million and $0.3
million for the six month and three month periods ended June 30, 1994,
respectively, over the corresponding periods in 1993, was due
primarily to an increase in gross realized investment gains, offset by
a decrease in net investment income. Included in net income for the
period ended June 30, 1993 is a non-recurring income tax benefit of
$400,000 as a result of the Company's adoption of SFAS 109.
Liquidity and Capital Resources
- - -------------------------------
The life insurance industry is one that normally produces a positive
cash flow from operations and scheduled principal repayments from
portfolios of fixed maturity investments (bonds and redeemable
preferred stocks) and mortgage loans. This cash flow is used to fund
an investment portfolio to finance future benefit payments, which
represent long-term obligations reserved using certain assumed
interest rates. Since future benefit payments are primarily long-term
obligations, the Company's investments are predominately long-term
fixed rate investments such as bonds and mortgage loans which should
provide a sufficient return to cover these obligations. The nature and
quality of the various types of investments made by a life insurance
company must comply with the statutes and regulations imposed by the
states in which that company is licensed. These statutes and
regulations generally require that investments be in high grade
investments which provide protection for policyholders.
<PAGE>
<PAGE> 12
As of June 30, 1994, the Company's total fixed maturity investment
portfolio had an amortized cost of $482.3 million with a market value
of $455.8 million, $26.5 million below amortized cost. This
differential between amortized cost and market is significantly
influenced by changes in interest rates subsequent to purchase of the
investment. The Company had $24.8 million in mortgage loans at June
30, 1994, which could reflect a small premium or discount if those
loans had quoted market prices. Since these assets are invested for
terms generally corresponding to anticipated future benefit payments
and carry interest rates in excess of assumed reserve interest rates,
they produce predictable cash flows and when combined with future
premium income should be sufficient to fund the Company's future
benefit payments in the ordinary course of business without any need
for liquidation prior to maturity.
The Company holds a substantial position in mortgage-backed securities
("MBS"). These are instruments collateralized by pools of residential
or commercial mortgages, which return interest and principal payments
to the investor monthly. The Company's MBS holdings are primarily
issued by either U.S. government agencies (i.e., GNMA, FNMA and FHLMC)
or major U.S. financial institutions. MBS are subject to prepayment
risk, especially in periods when interest rates are falling, which can
adversely affect their yield and maturity. With the significant
decline experienced in interest rates throughout 1993, the Company
experienced significant prepayment activity. The Company has
experienced a decline in the portfolio yield as a result of
reinvesting these proceeds into similar investments at lower interest
rates. The level of prepayment activity abated significantly during
the first six months of 1994, and the Company expects prepayment
activity to diminish further throughout the remainder of 1994.
Policy loans at June 30, 1994 were $51.1 million. These loans have
associated rates in the 3.5% to 8% range, at least equal to the
assumed interest rates used for future policy benefits; accordingly,
policy loans should not result in negative cash flow.
In addition to the cash flow necessary to fund benefit payments, the
Company requires cash flows for operating and administrative expenses.
The level of expenses normally fluctuates in direct proportion to the
amount of premium produced; however, the Company's cash disbursements
in the holding company have from time to time exceeded its cash
receipts, principally due to its former acquisitions program.
On April 25, 1989, an agreement was signed which provided the Company
with a five year Revolving Underwriting Facility ("RUF") for a total
commitment of $55 million. Pursuant to the terms of the RUF, the
Company paid interest at a variable rate, with a maximum rate equal to
0.30% above the London Interbank Offered Rate ("LIBOR"). On March 6,
1991, the Company entered into an interest rate swap agreement that
had the effect of fixing the LIBOR component of the RUF at 7.94% until
its maturity on April 25, 1994.
<PAGE>
<PAGE> 13
On April 25, 1994, the Company entered into a five year revolving
credit facility in the amount of $45 million to refinance part of the
RUF. The new credit facility, together with the payment of $10
million by the Company, satisfied the repayment of the RUF. Pursuant
to the terms of the new credit facility, the Company will pay interest
at a variable rate equal to 1.125% above the LIBOR.
The Company's subsidiaries are currently producing earnings and net
cash flow sufficient to cover debt service at the parent. However,
under the insurance laws of the states in which the Company's
insurance subsidiaries are domiciled, certain restrictions are imposed
on cash dividends from the subsidiaries to the parent. The insurance
laws and regulations generally limit the amount of dividends to the
greater of net statutory gain from operations or 10% of statutory
surplus, and dividends in excess of these amounts can be paid only
with the prior approval of the insurance regulators.
<PAGE>
<PAGE> 14
Part II - OTHER INFORMATION
-----------------
Item 1 Legal Proceedings
-----------------
Not applicable
Item 2 Changes in Securities
---------------------
Not applicable
Item 3 Defaults upon Senior Securities
-------------------------------
Not applicable
Item 4 Submission of Matters to a Vote of Security Holders
---------------------------------------------------
Not applicable
Item 5 Other Information
-----------------
Not applicable
Item 6 Exhibits and Reports on Form 8-K
--------------------------------
(a)
(2) Plan of acquisition, reorganization,
arrangement, liquidation or succession.
Not applicable
(4) Instruments defining the rights of security
holders, including indentures.
Not applicable
(10) Material Contracts.
10.2.1 Management Services Agreement between
the Company and Desjardins
Laurentian Financial Corporation dated
May 3, 1994, incorporated by
reference herein from Exhibit
10.2.1 to the Form 8-K Current
Report of the Company dated May 3,
1994.
(11) Statement re: computation of per share
earnings.
See Exhibit 11 - attached
(15) Letter re:unaudited interim financial
information
Not applicable
(18) Letter re:change in accounting principles.
Not applicable
(19) Previously unfiled documents.
Not applicable
(20) Report furnished to security holders.
Not applicable
(23) Published report re:matters submitted to vote
of security holders.
Not applicable
(24) Consents of experts and counsel.
Not applicable
(25) Power of attorney.
Not applicable
<PAGE>
<PAGE> 15
Part II - OTHER INFORMATION (continued)
-----------------
Item 6 Exhibits and Reports on Form 8-K (continued)
--------------------------------
(a) (continued)
(28) Additional exhibits.
Not applicable
(b) During the period covered by this Form 10-Q
Quarterly Report, the Company filed two (2)
reports on Form 8-K.
Date of Item Financial
Report Reported Statements
------- -------- ----------
April 25, 1994 Item 5. Reporting $45 million None
(filed April five-year credit agreement with
26, 1994) National Bank of Canada,
amended by National Westminster Bank PLC,
Amendment The Daiwa Bank, Ltd. and
No. 1 RaboBank Nederland.
thereto (filed
May 2, 1994)
May 3, 1994 Item 5. Reporting the None
(filed June execution of the Management
17, 1994) Services Agreement for the 1994
fiscal year by and between the
Company and Desjardins Laurentian
Financial Corporation.
<PAGE>
<PAGE> 16
SIGNATURE
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.
LAURENTIAN CAPITAL CORPORATION
------------------------------
Registrant
Date: August 12, 1994 /s/ Bernhard M. Koch
--------------- --------------------
Bernhard M. Koch
Senior Vice President, Treasurer
Chief Financial Officer and Secretary
<PAGE>
<PAGE> 17
EXHIBIT INDEX
Page
Number
------
Exhibit 11 Statement regarding computation of
per share earnings 18
<PAGE>
<PAGE>
<PAGE> 18
LAURENTIAN CAPITAL CORPORATION
Exhibit 11 - Computation of Per Share Earnings
---------------------------------
<TABLE>
<CAPTION>
Six Months Ended June 30, Quarter Ended June 30,
------------------------- ----------------------
1994 1993 1994 1993
---- ---- ---- ----
<S> <C> <C> <C> <C>
Shares outstanding 7,548,757 7,544,665 7,548,757 7,548,757
Number of days 96 6 6 91
Shares outstanding 7,593,757 7,548,757 7,593,757
Number of days 85 175 85
----------- --------- ---------- -----------
Weighted Average
Shares Outstanding 7,569,890 7,548,621 7,590,790 7,548,757
=========== =========== ============ ===========
Net income from operations $ 4,605,741 $3,750,628 $ 2,377,553 $ 2,048,617
Net income from cumulative effect
of change in method of accounting
for income taxes 0 400,000 0 0
----------- ---------- ---------- -----------
Total Net Income 4,605,741 4,150,628 2,377,553 2,048,617
Less:
Accrued Dividends
on Preferred Stock 126,918 138,000 63,414 68,900
----------- ---------- ---------- -----------
Adjusted Net Income $ 4,478,823 $4,012,628 $ 2,314,139 $ 1,979,717
=========== =========== ============ ===========
Earnings Per Common Share:
Net income from operations $ 0.59 $ 0.48 $ 0.30 $ 0.26
Cumulative effect of change in
method of accounting for income
taxes 0.00 0.05 0.00 0.00
----------- --------- ---------- -----------
Per Share Amount $ 0.59 $ 0.53 $ 0.30 $ 0.26
=========== =========== ============ ===========
</TABLE>
The Company's Series A Redeemable Preferred Stock are considered to be
common stock equivalents. These shares were not included in the earnings
per share computation because their effect was anti-dilutive. Options
granted to purchase the Company's common stock are also considered common
stock equivalents. These options were not included in the computation of
earnings per share because their maximum possible dilution was not
material.
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