GAN » Topics » PART IV

These excerpts taken from the GAN 10-K filed Mar 27, 2009.

PART II

 

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

On July 25, 2005, the common stock of the Company (“Common Stock”) was listed for trading on the NYSE Amex with the symbol “GAN.” The following table sets forth for the fiscal periods indicated the high and low closing sales prices per share of the Common Stock reported by the NYSE Amex. The prices reported reflect actual sales transactions.

 

     High    Low

2007 First Quarter

   $ 8.00    6.58

2007 Second Quarter

     6.95    5.81

2007 Third Quarter

     6.65    3.80

2007 Fourth Quarter

     5.30    3.90

2008 First Quarter

     4.09    2.82

2008 Second Quarter

     3.90    2.88

2008 Third Quarter

     3.30    2.70

2008 Fourth Quarter

     2.89    1.05

2009 First Quarter (through March 20, 2009)

   $ 1.48    0.82

As of March 20, 2009, there were 272 shareholders of record of the Company’s Common Stock, including 68 banks and brokers for whom Depositary Trust Company or its designee is custodian and 204 other holders of record.

Historically the Company has not paid cash dividends. The Company’s ability to pay cash dividends would be subject to the consent of The Frost National Bank, the lender under the Company’s secured lending facility. In addition, the ability to pay dividends would depend on the receipt of dividends from subsidiaries, primarily MGA. MGA’s ability to pay dividends is subject to the approval of the Texas Department of Insurance; see “ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS – Liquidity and Capital Resources – Parent Company” and note 11 to Consolidated Financial Statements which appears in ITEM 8 – FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The information required with respect to securities authorized for issuance under equity compensation plans is incorporated by reference to the table that appears in note 13 to the Consolidated Financial Statements set forth in response to Item 8 of this Annual Report.

 

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Index to Financial Statements

During the fiscal years ended December 31, 2008 and 2007, no equity securities of the Company were sold by the Company that were not registered under the Securities Act of 1933, as amended.

The table below details repurchases of Common Stock made by or on behalf of the Company on a monthly basis during the fourth quarter of 2008. See note 11 to the Consolidated Financial Statements for information regarding additional purchases of Common Stock:

 

ISSUER PURCHASES OF EQUITY SECURITIES (1)
     (a)    (b)    (c)    (d) (2)

Period

   Total
Number of
Shares
Purchased
   Average
Price Paid
per Share
   Total Number
of Shares
Purchased as Part
of Publicly
Announced Plans
or Programs
   Value of Shares
that May Yet Be
Purchased Under the
Plans or Programs

10/01/2008 – 10/31/2008

   317,200    $ 2.2951    317,200    $ 1,887,134

11/01/2008 – 11/30/2008

   12,600    $ 1.5044    12,600    $ 1,868,178

12/01/2008 – 12/31/2008

   6,900    $ 1.2788    6,900    $ 1,859,354

Total

   336,700    $ 2.2447    336,700    $ 1,859,354

 

(1) On November 7, 2007 the Board of Directors authorized the Company to repurchase shares of common stock with a purchase price of up to $5 million in the open market and through negotiated transactions. On January 2, 2008 the Company adopted a plan pursuant to Rule 10b5-1 (the “10b5-1 Plan”) under the Securities Exchange Act of 1934 (the “Exchange Act”), which authorizes an independent third party broker-dealer to purchase up to 1,100,000 shares on behalf of the Company. The plan, which expired on December 15, 2008, enabled the Company to purchase common stock from time to time in a manner consistent with applicable laws and regulations, including the provisions of the safe harbor contained in Rule 10b-18 under the Exchange Act and subject to certain price, market, volume and timing constraints specified in the plan. Of the purchases made during the fourth quarter, 36,700 shares were acquired pursuant to the 10b5-1 Plan and 300,000 were purchased in negotiated transactions. The Board’s authorization to purchase shares does not have an expiration date. The Company does not have any other plans regarding purchase of common stock.
(2) The dollar amounts shown in column (d) are the amounts remaining available as of each month end in the fourth quarter and as of December 31, 2008 under the Board’s authorization of up to $5,000,000 purchase price.

 

ITEM 6. SELECTED FINANCIAL DATA

Not applicable.

 

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Index to Financial Statements
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

PART III

 

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this Item 10 will be supplied by a Schedule 14A filing or an amendment to this Report, to be filed with the SEC no later than April 30, 2009.

 

ITEM 11. EXECUTIVE COMPENSATION

The information required by this Item 11 will be supplied by a Schedule 14A filing or an amendment to this Report, to be filed with the SEC no later than April 30, 2009.

 

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this Item 12 will be supplied by a Schedule 14A filing or an amendment to this Report, to be filed with the SEC no later than April 30, 2009.

 

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this Item 13 will be supplied by a Schedule 14A filing or an amendment to this Report, to be filed with the SEC no later than April 30, 2009.

 

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this Item 14 will be supplied by a Schedule 14A filing or an amendment to this Report, to be filed with the SEC no later than April 30, 2009.

 

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Table of Contents
Index to Financial Statements

PART IV

 

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Documents filed as part of the report:

 

  1. The following financial statements filed under Part II, Item 8:

 

Reports of Independent Registered Public Accounting Firms

Consolidated Balance Sheets as of December 31, 2008 and 2007

Consolidated Statements of Operations for the Years Ended December 31, 2008 and 2007

Consolidated Statements of Shareholders’ Equity and Comprehensive Loss for the Years Ended December 31, 2008 and 2007

Consolidated Statements of Cash Flows for the Years Ended December 31, 2008 and 2007

Notes to Consolidated Financial Statements, December 31, 2008 and 2007

 

  2. The following Consolidated Financial Statement Schedules are filed under Part II, Item 8:

 

Schedule

  

Description

I    Summary of Investments
II    Condensed Financial Information of the Registrant
III    Supplementary Insurance Information
IV    Reinsurance
VI    Supplemental Information

 

  3. See the Exhibit Index beginning on page 65.

 

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Table of Contents
Index to Financial Statements

PART III

STYLE="font-size:12px;margin-top:0px;margin-bottom:0px"> 





ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

SIZE="2">The information required by this Item 10 will be supplied by a Schedule 14A filing or an amendment to this Report, to be filed with the SEC no later than April 30, 2009.

STYLE="font-size:18px;margin-top:0px;margin-bottom:0px"> 





ITEM 11.EXECUTIVE COMPENSATION

The information required by
this Item 11 will be supplied by a Schedule 14A filing or an amendment to this Report, to be filed with the SEC no later than April 30, 2009.

 





ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%">The information required by this Item 12 will be supplied by a Schedule 14A filing or an amendment to this Report, to be filed with the SEC no later
than April 30, 2009.

 





ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

FACE="Times New Roman" SIZE="2">The information required by this Item 13 will be supplied by a Schedule 14A filing or an amendment to this Report, to be filed with the SEC no later than April 30, 2009.

STYLE="font-size:18px;margin-top:0px;margin-bottom:0px"> 





ITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES

The
information required by this Item 14 will be supplied by a Schedule 14A filing or an amendment to this Report, to be filed with the SEC no later than April 30, 2009.

SIZE="1"> 


61







Table of Contents


Index to Financial Statements


PART III

STYLE="font-size:12px;margin-top:0px;margin-bottom:0px"> 





ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

SIZE="2">The information required by this Item 10 will be supplied by a Schedule 14A filing or an amendment to this Report, to be filed with the SEC no later than April 30, 2009.

STYLE="font-size:18px;margin-top:0px;margin-bottom:0px"> 





ITEM 11.EXECUTIVE COMPENSATION

The information required by
this Item 11 will be supplied by a Schedule 14A filing or an amendment to this Report, to be filed with the SEC no later than April 30, 2009.

 





ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%">The information required by this Item 12 will be supplied by a Schedule 14A filing or an amendment to this Report, to be filed with the SEC no later
than April 30, 2009.

 





ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

FACE="Times New Roman" SIZE="2">The information required by this Item 13 will be supplied by a Schedule 14A filing or an amendment to this Report, to be filed with the SEC no later than April 30, 2009.

STYLE="font-size:18px;margin-top:0px;margin-bottom:0px"> 





ITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES

The
information required by this Item 14 will be supplied by a Schedule 14A filing or an amendment to this Report, to be filed with the SEC no later than April 30, 2009.

SIZE="1"> 


61







Table of Contents


Index to Financial Statements


PART III

STYLE="font-size:12px;margin-top:0px;margin-bottom:0px"> 





ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

SIZE="2">The information required by this Item 10 will be supplied by a Schedule 14A filing or an amendment to this Report, to be filed with the SEC no later than April 30, 2009.

STYLE="font-size:18px;margin-top:0px;margin-bottom:0px"> 





ITEM 11.EXECUTIVE COMPENSATION

The information required by
this Item 11 will be supplied by a Schedule 14A filing or an amendment to this Report, to be filed with the SEC no later than April 30, 2009.

 





ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%">The information required by this Item 12 will be supplied by a Schedule 14A filing or an amendment to this Report, to be filed with the SEC no later
than April 30, 2009.

 





ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

FACE="Times New Roman" SIZE="2">The information required by this Item 13 will be supplied by a Schedule 14A filing or an amendment to this Report, to be filed with the SEC no later than April 30, 2009.

STYLE="font-size:18px;margin-top:0px;margin-bottom:0px"> 





ITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES

The
information required by this Item 14 will be supplied by a Schedule 14A filing or an amendment to this Report, to be filed with the SEC no later than April 30, 2009.

SIZE="1"> 


61







Table of Contents


Index to Financial Statements


PART IV

STYLE="font-size:12px;margin-top:0px;margin-bottom:0px"> 





ITEM 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Documents filed as
part of the report:

 






 1.The following financial statements filed under Part II, Item 8:

 




























Reports of Independent Registered Public Accounting Firms

Consolidated Balance Sheets as of December 31, 2008 and 2007

Consolidated Statements of Operations for the Years Ended December 31, 2008 and 2007

Consolidated Statements of Shareholders’ Equity and Comprehensive Loss for the Years Ended December 31, 2008 and
2007

Consolidated Statements of Cash Flows for the Years Ended December 31, 2008 and 2007

Notes to Consolidated Financial Statements, December 31, 2008 and 2007

 






 2.The following Consolidated Financial Statement Schedules are filed under Part II, Item 8:
STYLE="font-size:12px;margin-top:0px;margin-bottom:0px"> 
































Schedule

  

Description

I  Summary of Investments
II  Condensed Financial Information of the Registrant
III  Supplementary Insurance Information
IV  Reinsurance
VI  Supplemental Information

 






 3.See the Exhibit Index beginning on page 65.

 


62







Table of Contents


Index to Financial Statements


PART IV

STYLE="font-size:12px;margin-top:0px;margin-bottom:0px"> 





ITEM 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Documents filed as
part of the report:

 






 1.The following financial statements filed under Part II, Item 8:

 




























Reports of Independent Registered Public Accounting Firms

Consolidated Balance Sheets as of December 31, 2008 and 2007

Consolidated Statements of Operations for the Years Ended December 31, 2008 and 2007

Consolidated Statements of Shareholders’ Equity and Comprehensive Loss for the Years Ended December 31, 2008 and
2007

Consolidated Statements of Cash Flows for the Years Ended December 31, 2008 and 2007

Notes to Consolidated Financial Statements, December 31, 2008 and 2007

 






 2.The following Consolidated Financial Statement Schedules are filed under Part II, Item 8:
STYLE="font-size:12px;margin-top:0px;margin-bottom:0px"> 
































Schedule

  

Description

I  Summary of Investments
II  Condensed Financial Information of the Registrant
III  Supplementary Insurance Information
IV  Reinsurance
VI  Supplemental Information

 






 3.See the Exhibit Index beginning on page 65.

 


62







Table of Contents


Index to Financial Statements


PART IV

STYLE="font-size:12px;margin-top:0px;margin-bottom:0px"> 





ITEM 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Documents filed as
part of the report:

 






 1.The following financial statements filed under Part II, Item 8:

 




























Reports of Independent Registered Public Accounting Firms

Consolidated Balance Sheets as of December 31, 2008 and 2007

Consolidated Statements of Operations for the Years Ended December 31, 2008 and 2007

Consolidated Statements of Shareholders’ Equity and Comprehensive Loss for the Years Ended December 31, 2008 and
2007

Consolidated Statements of Cash Flows for the Years Ended December 31, 2008 and 2007

Notes to Consolidated Financial Statements, December 31, 2008 and 2007

 






 2.The following Consolidated Financial Statement Schedules are filed under Part II, Item 8:
STYLE="font-size:12px;margin-top:0px;margin-bottom:0px"> 
































Schedule

  

Description

I  Summary of Investments
II  Condensed Financial Information of the Registrant
III  Supplementary Insurance Information
IV  Reinsurance
VI  Supplemental Information

 






 3.See the Exhibit Index beginning on page 65.

 


62







Table of Contents


Index to Financial Statements


These excerpts taken from the GAN 10-K filed Mar 28, 2008.

PART IV

 

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Documents filed as part of the report:

 

  1. The following financial statements filed under Part II, Item 8:

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of December 31, 2007 and 2006

Consolidated Statements of Operations for the Years Ended December 31, 2007 and 2006

Consolidated Statements of Shareholders’ Equity and Comprehensive (Loss) Income for the Years Ended December 31, 2007 and 2006

Consolidated Statements of Cash Flows for the Years Ended December 31, 2007 and 2006

Notes to Consolidated Financial Statements, December 31, 2007 and 2006

 

  2. The following Consolidated Financial Statement Schedules are filed under Part II, Item 8:

 

Schedule

  

Description

I    Summary of Investments
II    Condensed Financial Information of the Registrant
III    Supplementary Insurance Information
IV    Reinsurance
VI    Supplemental Information

 

  3. See the Exhibit Index beginning on page 63.

 

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Table of Contents

PART IV

 






ITEM 15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Documents filed as
part of the report:

 






 1.The following financial statements filed under Part II, Item 8:

FACE="Times New Roman" SIZE="2">Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of December 31,
2007 and 2006

Consolidated Statements of Operations for the Years Ended December 31, 2007 and 2006

STYLE="margin-top:6px;margin-bottom:0px; margin-left:8%">Consolidated Statements of Shareholders’ Equity and Comprehensive (Loss) Income for the Years Ended December 31, 2007 and 2006

STYLE="margin-top:6px;margin-bottom:0px; margin-left:8%">Consolidated Statements of Cash Flows for the Years Ended December 31, 2007 and 2006

STYLE="margin-top:6px;margin-bottom:0px; margin-left:8%">Notes to Consolidated Financial Statements, December 31, 2007 and 2006

STYLE="font-size:6px;margin-top:0px;margin-bottom:0px"> 






 2.The following Consolidated Financial Statement Schedules are filed under Part II, Item 8:
STYLE="font-size:12px;margin-top:0px;margin-bottom:0px"> 
































Schedule

  

Description

I  Summary of Investments
II  Condensed Financial Information of the Registrant
III  Supplementary Insurance Information
IV  Reinsurance
VI  Supplemental Information

 






 3.See the Exhibit Index beginning on page 63.

 


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This excerpt taken from the GAN 10-K filed Apr 2, 2007.

PART IV

 

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 

(a)

   Documents filed as part of the report:
   1.    The following financial statements filed under Part II, Item 8:
         Report of Independent Registered Public Accounting Firm
         Consolidated Balance Sheets as of December 31, 2006 and 2005
         Consolidated Statements of Operations for the Years Ended December 31, 2006, 2005 and 2004
        

Consolidated Statements of Shareholders’ Equity and Comprehensive Income for the Years Ended December 31, 2006, 2005 and 2004

         Consolidated Statements of Cash Flows for the Years Ended December 31, 2006, 2005 and 2004
         Notes to Consolidated Financial Statements, December 31, 2006, 2005 and 2004
   2.    The following Consolidated Financial Statement Schedules are filed under Part II, Item 8:
               

Schedule

  

Description

    
        

I

   Summary of Investments   
        

II

   Condensed Financial Information of the Registrant   
        

III

   Supplementary Insurance Information   
        

IV

   Reinsurance   
        

VI

   Supplemental Information   
   3.   

See the Exhibit Index beginning on page 64.

  

 

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