EQUISURE INC
10QSB, 1998-01-16
ACCIDENT & HEALTH INSURANCE
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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

(Mark One)
[X]   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934

      For the quarterly period ended June 30, 1997

[ ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

         For the transition period from:                   to

              Commission file number 0-23178

                                 Equisure, Inc.
       -----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

                 Minnesota                          41-1309882
       -------------------------------   -------------------------------
       (State or other jurisdiction of   (IRS Employer Identification No.)
       incorporation or organization)

              701 Fourth Avenue South, Minneapolis, Minnesota 55415
       -----------------------------------------------------------------
                    (Address of principal executive offices)

                                 (612) 338-3738
       -----------------------------------------------------------------
                           (Issuer's telephone number)

                        527 Marquette Avenue, Suite 1800
                          Minneapolis, Minnesota 55402

       -----------------------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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

As of October 31, 1997, there were 11,709,250 shares of the issuer's common
stock, par value $0.001 per share.

Transitional Small Business Disclosure Format (check one):

  Yes ____; No __X__

<PAGE>


                         EQUISURE, INC. AND SUBSIDIARIES

                                      INDEX

                                                                           PAGE

PART I.     FINANCIAL INFORMATION

Item 1.     Condensed Consolidated Financial Statements
               Required by Form 10-QSB                                       2

            Condensed Consolidated Balance Sheets of Equisure, Inc.
               and Subsidiaries of June 30, 1997 and December
               31, 1996                                                      2

            Condensed Consolidated Statements of Operations
               of Equisure, Inc. and Subsidiaries for the Three
               Months Ended June 30, 1997 and 1996 and the Six
               Months Ended June 30, 1997 and 1996                           3

            Condensed Consolidated Statement of Stockholders'
               Equity for the Six Months Ended June 30, 1997                 4

            Condensed Consolidated Statements of Cash Flows
              of Equisure, Inc. and Subsidiaries for the Six
              Months Ended June 30, 1997 and 1996                            5

            Notes to Condensed Consolidated Financial Statements             6

Item 2.     Management's Discussion and Analysis of Results
               of Operations and Financial Condition                         11


PART II.    OTHER INFORMATION

Item 1.     Legal Proceedings                                                15

Item 2.     Changes in Securities                                            15

Item 3.     Defaults upon Senior Securities                                  15

Item 4.     Submission of Matters to a Vote of Security Holders              15

Item 5.     Exhibits and Reports                                             15

Item 6.     Other Information                                                15

Signatures                                                                   16

<PAGE>


                                     PART I

                         EQUISURE, INC. AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                        JUNE 30,     DECEMBER 31,
                                                                          1997           1996
                                                                      -----------    ------------
                                                                      (Unaudited)
<S>                                                                   <C>            <C>         
    ASSETS

Assets:
    Investments, available for sale                                   $      --      $ 39,743,785
    Cash and cash equivalents                                          61,901,585      20,489,623
    Accrued interest and dividends                                        900,553         158,162
    Premiums receivable                                                 6,574,940       2,246,581
    Prepaid reinsurance                                                 1,757,509         765,834
    Due from related parties                                           16,427,311      12,972,037
    Deferred acquisition costs                                            808,991         292,870
    Other assets                                                             --            22,878
    Intangible assets                                                     353,081            --
                                                                      -----------    ------------

    Total assets                                                      $88,723,970    $ 76,691,770
                                                                      ===========    ============

    LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:
    Loss reserves                                                     $31,383,748    $ 30,033,795
    Unearned premiums                                                   3,416,867       2,209,994
    Reinsurance premiums payable                                          697,353            --
    Due to related parties                                              3,141,141       5,169,092
    Income taxes payable                                                2,500,000         200,000
    Accounts payable and accrued expenses                                 999,158         837,943
    Deferred income taxes                                               2,850,000       1,210,000
                                                                      -----------    ------------

               Total liabilities                                       44,988,267      39,660,824
                                                                      -----------    ------------

Stockholders' equity:
    Common stock, par value $0.001, authorized 50,000,000 shares,
    issued and outstanding 11,709,250                                      11,710          11,152
    Additional paid-in capital                                         35,634,526      35,635,084
    Retained earnings                                                   8,089,467       2,953,153
    Net unrealized depreciation on investments available for sale,
    net of deferred taxes                                                    --        (1,568,443)
                                                                      -----------    ------------


               Total stockholders' equity                              43,735,703      37,030,946
                                                                      -----------    ------------

               Total liabilities and stockholders' equity             $88,723,970    $ 76,691,770
                                                                      ===========    ============
</TABLE>

            See Notes to Condensed Consolidated Financial Statements

<PAGE>


                         EQUISURE, INC. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                    THREE MONTHS ENDED                SIX MONTHS ENDED
                                                         JUNE 30,                          JUNE 30,
                                                  1997             1996             1997             1996
                                                  ----             ----             ----             ----
                                                       (Unaudited)                       (Unaudited)
<S>                                            <C>              <C>             <C>               <C>      
Revenues:
    Earned premiums assumed                     9,997,664        1,162,007       14,290,543        2,278,960
    Ceded premiums                             (1,877,747)            --         (2,341,424)            --
                                             ------------     ------------     ------------     ------------

               Net premiums                     8,119,917        1,162,007       11,949,119        2,278,960

    Realized gains on investments                    --          2,118,112          142,362        2,118,112
    Net investment income                         985,748          383,982        1,306,460          852,261
    Brokerage income                              137,207             --            172,429             --
                                             ------------     ------------     ------------     ------------

               Total revenues                   9,242,872        3,664,101       13,570,370        5,249,333
                                             ------------     ------------     ------------     ------------
Expenses:
    Losses incurred                             1,549,182             --          2,010,752             --
    Net acquisition costs                       1,342,877          116,201        1,803,590          227,896
    Administrative expenses                     1,136,379          654,517        2,136,790        1,441,722
    Foreign currency exchange loss               (838,859)          48,283         (679,252)         302,187
    Amortization of goodwill                        6,088             --             12,176             --
                                             ------------     ------------     ------------     ------------

               Total expenses                   3,195,667          819,001        5,284,056        1,971,805
                                             ------------     ------------     ------------     ------------

               Income before income taxes       6,047,205        2,845,100        8,286,314        3,277,528

Income taxes                                   (2,295,000)      (1,050,000)      (3,150,000)      (1,050,000)
                                             ------------     ------------     ------------     ------------

Net income                                   $  3,752,205     $  1,795,100     $  5,136,314     $  2,227,528
                                             ============     ============     ============     ============

Net income per share                         $        .33     $        .16     $        .45     $        .20
                                             ============     ============     ============     ============

Weighted average number of common
shares outstanding                             11,335,484       10,910,046       11,244,084       10,752,064
                                             ============     ============     ============     ============
</TABLE>

            See Notes to Condensed Consolidated Financial Statements

<PAGE>


                         EQUISURE, INC. AND SUBSIDIARIES

            CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

                   SIX MONTHS ENDED JUNE 30, 1997 (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                     Net Unrealized
                                                                                   (Depreciation) On
                                                                                      Investments,     Net Retained
                                             Common Stock       Additional Paid-In   Available For       Earnings
                                        Shares         Amount         Capital             Sale           (Deficit)         Total
<S>                                  <C>             <C>          <C>                <C>               <C>             <C>        
BALANCE, January 1, 1997              11,151,666      $11,152      $ 35,635,084       $(1,568,443)      $2,953,153      $37,030,946

Change in unrealized appreciation
on investments, available for sale          --           --                --           1,568,443             --          1,568,443

Issue of stock dividend                  557,584          558              (558)             --               --               --

Net income                                  --           --                --                --          5,136,314        5,136,314
                                      ----------      -------      ------------       -----------       ----------      -----------

BALANCE, June 30, 1997                11,709,250      $11,710      $ 35,634,526              --         $8,089,467      $43,735,703
                                      ==========      =======      ============       ===========       ==========      ===========
</TABLE>

            See Notes to Condensed Consolidated Financial Statements

<PAGE>



                         EQUISURE, INC. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF CASHFLOWS

                 INCREASE (DECREASE) IN CASH OR CASH EQUIVALENTS

<TABLE>
<CAPTION>
                                                                                SIX MONTHS ENDED
                                                                                    JUNE 30,
                                                                            1997              1996
                                                                            ----              ----
                                                                                    (Unaudited)
<S>                                                                     <C>              <C>
Cash flows from operating activities:
  Net income                                                            $  5,136,314     $  2,227,528
  Adjustments to reconcile net income to net cash flows from
  operating activities:

  Amortization of goodwill                                                    12,176             --
  Gains on sale of investments                                              (142,362)      (2,118,112)
  Foreign currency exchange (gain) loss                                     (679,252)         302,187
  Deferred income taxes                                                      550,000          850,000
Change in:
  Premiums receivable                                                     (4,328,359)      (1,459,910)
  Prepaid reinsurance                                                       (991,675)      (4,125,000)
  Underwriting reserves                                                    1,349,953        9,493,074
  Due from/due to related parties                                         (5,483,225)      (1,615,540)
  Premiums payable                                                           697,353          977,106
  Accrued income taxes                                                     2,300,000             --
  Other                                                                      109,576         (663,529)
                                                                        ------------     ------------
           Net cash flows from operating activities                       (1,469,501)       3,867,804
                                                                        ------------     ------------

Cash flows from investing activities:
  Proceeds from sale of investments                                       46,473,678        7,117,868
  Purchases of investments                                                (3,929,088)     (13,895,107)
  Acquisition of subsidiary                                                 (342,379)            --
                                                                        ------------     ------------
           Net cash flows from investing activities                       42,202,211       (6,777,239)
                                                                        ------------     ------------


Effect of foreign currency exchange rate changes on cash

                                                                             679,252         (302,187)
                                                                        ------------     ------------

           Net change in cash and cash equivalents                        41,411,962       (3,211,622)

Cash and cash equivalents, beginning of period                            20,489,623       32,216,805
                                                                        ------------     ------------

Cash and cash equivalents, end of period                                $ 61,901,585     $ 29,005,183
                                                                        ============     ============
</TABLE>

<PAGE>


                         EQUISURE, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Basis of Presentation

         The accompanying condensed consolidated financial statements have been
         prepared by the Company. Certain information and note disclosures
         normally included in financial statements prepared in accordance with
         generally accepted accounting principles have been condensed or
         omitted. In the opinion of the Company's management, the disclosures
         made are adequate to make the information presented not misleading, and
         the condensed consolidated financial statements contain all adjustments
         (consisting of normal recurring accruals) necessary to present fairly
         the financial position as of June 30, 1997, results of operations for
         the three months ended June 30, 1997 and 1996 and for the six months
         ended June 30, 1997 and 1996 and cash flows for the six months ended
         June 30, 1997 and 1996.

         The results of operations for the three and six months ended June 30,
         1997 are not necessarily indicative of the results to be expected for
         the full year.

         The condensed consolidated financial statements are stated in United
         States dollars and are prepared in conformity with accounting
         principles generally accepted in the United States of America.

         The preparation of condensed consolidated 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 condensed consolidated financial
         statements and the reported amounts of revenues and expenses during the
         reporting period. Actual results could differ from those estimates.

         Principles of Consolidation

         The condensed consolidated financial statements include the accounts of
         the Company and its wholly-owned subsidiary, Equihot Herverzekering
         N.V., and partly owned subsidiary Aviation Maritime Transportation
         (Insurance Brokers)S.A.M. in which the Company has a 65% holding. The
         financial statements of Aviation Maritime Transportation (Insurance
         Brokers) S.A.M. are included in total in the consolidated financial
         statements of the Company ,less provision for the minority interest. To
         the extent that a subsidiary reports a loss, losses are allocated until
         the minority interest is nil. Goodwill arising on consolidation is
         amortized on a straight line basis over 15 years. All material
         inter-company transactions have been eliminated.

         Investments

         There are no investments available for sale held at June 30, 1997.
         Investments at December 31, 1996 consist primarily of marketable equity
         securities available for sale representing approximately 49% of total
         assets and a holding of certificates of gold deposit available for sale
         representing less than 4% of total assets (see Note 3). They were
         carried at fair value based on quoted market prices. Unrealized
         appreciation (depreciation) is excluded from operations and reported as
         a separate component of stockholders' equity. Realized gains and losses
         are determined on the specific identification method.

         Cash and Cash Equivalents

<PAGE>


                         EQUISURE, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


         For the purpose of presentation in the Company's condensed consolidated
         statements of cash flows, cash equivalents are short-term, highly
         liquid investments that are both (1) readily converted into known
         amounts of cash and (2) so near to maturity that they present
         insignificant risk of changes in value due to changing interest rates.

<PAGE>


                         EQUISURE, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         Premiums and Determination of Underwriting Results and Reserves

         Premium income on short-duration reinsurance contracts is accounted for
         using the periodic method. Premiums that commence within the current
         underwriting year are taken into revenues as earned. Retrocession and
         acquisition costs together with claims incurred are matched against
         premiums. Calculations are made to determine the unearned premiums and
         deferred acquisition costs as necessary.

         The Company reviews short duration contracts to establish whether
         premium deficiencies exists. No account is taken of anticipated
         investment income in this review.

         Long-duration foreign reinsurance contracts are accounted for using the
         open-year method. Premiums, retrocession and acquisition costs together
         with claims incurred are allocated to underwriting year accounts
         according to the inception of the contracts. The aggregation of the
         underwriting year accounts form the basis of the underwriting reserves
         on the balance sheet. The loss reserves, relating to the open year
         method, will be disaggregated and reported on the statement of
         operations as premiums, claims and expenses only when earned premiums
         become reasonably determinable. If at any time an underwriting year or
         class of business within an underwriting year shows a deficiency, this
         loss will be recognized immediately.

         Reinsurance Ceded

         In the normal course of business, the Company seeks to reduce the loss
         that may arise from events that cause unfavorable underwriting results
         by reinsuring (ceding) certain levels of risk in various areas of
         exposure with other reinsurance enterprises.

         Deferred Acquisition Costs

         Commissions and other costs of acquiring insurance that vary with and
         are primarily related to the production of new and renewal business are
         deferred and amortized over the terms of the policies or reinsurance
         treaties to which they relate.

         Loss Reserves

         The liability for losses and loss adjustment expenses includes amounts
         determined from loss reports and individual cases and amounts, based on
         past experience, for losses incurred but not reported. Such liabilities
         are necessarily based on estimates and, while management believes that
         the amount is adequate, the ultimate liability may be in excess of or
         less than the amounts provided. The methods for making such estimates
         and for establishing the resulting liability are continually reviewed,
         and any adjustments are reflected in earnings currently.

         Income Taxes

         Income tax provisions are based on the asset and liability method.
         Deferred income taxes have been provided for temporary differences
         between the tax bases of assets and liabilities and their reported
         amounts in the condensed consolidated financial statements. Such
         differences relate principally to the unrealized appreciation
         (depreciation) on investments, available for sale and differences in
         the recognition of premiums, losses and acquisition costs.

<PAGE>


                         EQUISURE, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


2.   INTANGIBLE ASSETS

         Intangible assets consist of goodwill arising on consolidation in
         respect of the acquisition of Aviation Maritime Transportation
         (Insurance Brokers) S.A.M. This comprises the following:

              Purchase price in excess of identifiable assets       365,257
              Less amortization                                     (12,176)
                                                                   --------
                                                                   $353,081
                                                                   ========

3.   INVESTMENTS, AVAILABLE FOR SALE

         The aggregate fair value, gross unrealized holding gains, gross
         unrealized holding losses and cost are as follows:

                                                        June 30,    December 31,
                                                         1997          1996
                                                         ----          ----

              Marketable equity securities:
                 Cost                                      -        $38,941,200
                 Gross unrealized holding gains            -            615,012
                 Gross unrealized holding losses           -         (3,137,027)
                                                                    -----------

                 Fair value                                -         36,419,185
                                                                    -----------

              Marketable certificates of gold deposit:
                 Cost                                      -          3,461,028
                 Gross unrealized holding losses           -           (136,428)

                 Fair value                                -          3,324,600
                                                                    -----------

              Total fair value                             -        $39,743,785
                                                                    ===========

         Investments available for sale were liquidated during the three months
         to June 30, 1997. The funds generated contributed to the purchase of
         884 Managed Units at price $60,774.88 each. The units yield an annual
         return of 7.685%. The units are readily realizable and are treated as
         cash and cash equivalents.

<PAGE>


                         EQUISURE, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


4.   LOSS RESERVES

         Loss reserves consisted of the following:

                                                      June 30,      December 31,
                                                        1997            1996
                                                        ----            ----

              Balance at January 1                  $30,033,795     $18,227,498
                                                    -----------     -----------
              Add - provision for losses incurred:
              Current claim years                     7,769,305      11,898,357
              Prior claim years                            -               -
                                                    -----------     -----------
                                                      7,768,305      11,898,357
                                                    -----------     -----------

              Less - paid losses:
              Current claim years                      (508,697)        (92,060)
              Prior claim years                      (5,910,655)           -
                                                    ------------    -----------
                                                    (6,419,352)         (92,060)
                                                    -----------     -----------

              Balance at June 30, 1997              $31,383,748     $30,033,795
                                                    ===========     ===========

         Included in loss reserves in respect of transactions under the open
         year method are the following:

                                                     June 30,       December 31,
                                                       1997             1996
                                                       ----             ----

              Written premiums assumed             $85,593,724      $70,836,550
              Ceded premiums                       (42,570,807)     (35,531,807)
              Acquisition costs                     (8,897,131)      (6,937,510)
              Paid losses                           (5,910,655)            -
                                                  ------------     ------------

                                                  $ 28,215,131     $ 28,367,233
                                                  ============     ============

5.     INCOME TAXES

                                                      June 30,      December 31,
                                                        1997            1996
                                                        ----            ----

              Current:
                 Foreign                            $ 2,600,000       $ 200,000
                 Federal, net of foreign tax credit        -               -

                                                    $ 2,600,000       $ 200,000
                                                    -----------       ---------
              Deferred:
                 Federal                                506,000       2,108,000
                 State                                   44,000         192,000
                                                    -----------     -----------
                                                        550,000       2,300,000
                                                    -----------     -----------

                                                    $ 3,150,000     $ 2,500,000
                                                    ===========     ===========

<PAGE>


                         EQUISURE, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


         The Company is subject to corporate income taxes in Belgium. Effective
         May 10, 1996, the Company became subject to United States federal
         income taxes.

         Prior to May 10, 1996 there are no tax liabilities or deferred taxes
         because of expenses for tax purposes in Belgium that are considered
         equity transactions for financial reporting purposes in the United
         States.

6.   RELATED PARTY TRANSACTIONS

         Transactions or balances with related parties included in the condensed
         consolidated financial statements are as follows:

         Statements of Operations

         Earned premiums assumed and ceded premiums include transactions with
         Equihot Verzekering N.V. Net acquisition costs include transactions
         with Equihot Verzekering N.V. and Equihot Delfstoffen N.V.

         Balance Sheets

         All amounts due from and due to related parties represent non-interest
         bearing obligations, receivable from or payable to either Equihot
         Delfstoffen N.V. or one of its wholly-owned subsidiaries, and are due
         within one year.

7.   FAIR VALUES OF FINANCIAL INSTRUMENTS

         Cash and cash equivalents are carried at their face amount.

         Investments, available for sale are carried at fair value as determined
         based on quoted market prices.

8.   CONTINGENCIES

         Loss reserves are provisions for the future losses based on individual
         underwriting years. To the extent that an open underwriting year
         becomes fully developed and earned premiums can be ascertained, credit
         can be taken to the income statement comprising the loss provision no
         longer required.

         Belgian fiscal authorities have examined the records for the year ended
         December 31, 1994, the first year of activity as a reinsurer. By their
         letter on May 13, 1996, they contested the basis on which the Company
         has compiled its underwriting reserves. Directors believe that the
         authorities have misunderstood the nature and the time frame of the
         risks provided against. A formal rejection of authorities' assertions
         was drawn up and submitted. At June 30, 1997, the authorities had not
         initiated any further correspondence.

         The underwriting reserves for 1994 now stand at $2,578,042 as a result
         of losses in respect of 1994, amounting to $5,910,655, paid in the six
         months to June 30, 1997. If no further losses are incurred for the 1994
         underwriting year, taxation of approximately $1,100,000 will become
         payable in 1998. The 1995 and 1996 underwriting reserves give rise to
         similar considerations.

<PAGE>


                         EQUISURE, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


         Any change in the revenue recognition policy for tax purposes would
         result in gross temporary timing differences, the proposed adjustments
         would be substantially offset by deferred income taxes and would not be
         material to the condensed consolidated financial statements taken as a
         whole.


<PAGE>


                         EQUISURE, INC. AND SUBSIDIARIES

                                     PART I

                              FINANCIAL INFORMATION


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS

The following information should be read in conjunction with the unaudited
condensed consolidated financial statements included herein, see Item 1.

OVERVIEW

      Equisure, Inc. has a wholly-owned subsidiary, Equihot Herverzekering N.V.,
      a Belgian reinsurer, incorporated in Belgium and operating principally
      from Antwerp, the main commercial Flemish city of Belgium. The word
      "Herverzekering" is Dutch-Flemish for reinsurance.

      Equisure, Inc has acquired a 65% investment in a new subsidiary, Aviation
      Maritime Transportation (Insurance Brokers) S.A.M., an insurance and
      reinsurance broker. Equisure utilizes the reinsurance brokering services
      of AMT which replaces the Company's previously outsourced underwriting
      administration services.

      Equihot Herverzekering N.V. has been underwriting reinsurance since
      January 1, 1994, and specializes in financial risk and political risk
      reinsurance, as well as underwriting a general reinsurance account.

      The Company at present limits its business to the following classes of
      risk: Political, Financial, Marine, Aviation, Accident & Health, and
      Casualty.

      Political and financial risks are primarily located in African countries
      with new accounts in the financial risk sector emanating from North
      America and Europe. Other classes of risk are located in North America,
      South America and Europe.

      The majority of financial risk business is at present obtained from
      African historic sources and is renewable. The Company believes that there
      is potential for growth in this sector from new sources and new accounts
      have been written, emanating from Europe and North America.

      Equihot Verzekering N.V. (EV), an insurance company, fronts for the
      insurance which the Company provides with respect to political and
      financial risk business. Since a reinsurer does not directly insure the
      underlying risk, a reinsurer must enter into fronting arrangements with
      other insurance companies. Fronting arrangements are defined as
      reinsurance in which the ceding (reinsuring) insurance company issues a
      policy and reinsures all or substantially all of the insurance risk with
      the reinsurer. EV provides this fronting service for a fee of 5% on such
      premiums.

      Related party transactions with the former parent, Equihot Delfstoffen
      N.V. are commission payments on business introduced. This agreement is in
      keeping with market levels of 10%, and will continue up until December 31,
      2005.

      The majority of other general business written for the second quarter of
      1997 was aviation and casualty. This business, together with that of
      marine and accident & health, is located in North America, South America
      and Europe.

      The Company is continuing to focus on broadening its portfolio of mixed
      commercial reinsurance business in specific areas that fall within the
      Company's established criteria of risk management. This will also
      contribute to establishing a balanced book of business to minimize
      dependence upon any one particular area or class.

      The Company has continued to increase its operational profitability with
      increases in earned premiums assumed.

<PAGE>


                         EQUISURE, INC. AND SUBSIDIARIES

                                     PART I

                              FINANCIAL INFORMATION


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS

LIQUIDITY AND CAPITAL RESOURCES

      The capacity of a reinsurance company to write reinsurance is based upon
      maintaining liquidity and capital resources sufficient to pay claims and
      expenses as they become due. The Company has historically generated
      adequate capital resources to support its current operations and believes
      it will continue to do so for the foreseeable future. The primary sources
      of the Company's liquidity are funds generated from reinsurance premiums
      and investment income. The principal application of such funds are
      payments of losses and loss adjustment expenses, acquisition of
      investments and operating expenses.

      Cash outflows from operating activities of $1,469,501 for the six months
      ended June 30, 1997 compared with cash flows of $3,867,804 for the six
      months ended June 30, 1996.

      Cash flows from investing activities reflect the Company's decision to
      liquidate its investments held for sale in favor of holding cash and cash
      equivalents.

<PAGE>


                         EQUISURE, INC. AND SUBSIDIARIES

                                     PART I

                              FINANCIAL INFORMATION


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS (Continued)

   Results of Operations

      Three Months Ended June 30, 1997, Compared to Three Months Ended June 30,
      1996

      Total revenues of $9,242,872 increased $5,578,771 or 252% for the three
      month period ended June 30, 1997 as compared to total revenues of
      $3,664,101 for the same three month period in 1996.

      Earned premiums assumed on the completion of short-duration reinsurance
      contracts for the three months ended June 30, 1997, of $9,997,664 showed a
      860% increase on the comparative quarters figure of $1,162,007 and is
      reflective of the continued growth of business in respect of short term
      reinsurance contracts.

      Ceded premiums in the second quarter of 1997 of $1,877,747, compared to
      nil in the comparative quarter is due to retrocession protection now being
      sought as a matter of Company policy.

      No realized gains on the disposal of quoted investments were made in the
      current quarter. The comparative period in 1996 produced $2,118,112.

      Net investment income, comprising dividend and interest income showed an
      increase to $985,748 for the three months ended June 30, 1997 from
      $383,982 for the three months ended June 30, 1996. This is primarily due
      to the increase in the amounts held as cash and cash equivalents in favor
      of quoted marketable securities.

      Brokerage income of $137,207 for the three months ended June 30, 1997
      emanates from the activities of Aviation Maritime Transportation
      (Insurance Brokers) S.A.M., a subsidiary acquired during the quarter ended
      March 31, 1997.

      Losses incurred comprising claims paid, outstanding claims and estimates
      of future liabilities of $1,549,182 are provided for the three months
      ended June 30, 1997. No such provision was necessary for the three months
      ended June 30, 1996 as no losses were incurred.

      Net acquisition costs of $1,342,877 for the three months ended June 30,
      1997 were up by 1156% compared to $116,201 for the comparative period.
      This is primarily due to the 860% increase in premiums assumed and an
      increase within this of the general reinsurance business, which has
      substantially higher acquisition costs than that of the political and
      financial risk sector.

      Administrative expenses for the current quarter are up 174% at $1,136,379,
      compared with $654,517 for the three months ended June 30, 1996. This
      increase is attributable to expansion of business generally and to the
      increased costs of regulatory compliance.

      Foreign currency exchange gains and losses occur due to the fluctuations
      in the rate of exchange between the U.S. dollar and other major
      currencies, where transactions occur and where balances are held in those
      currencies.

      Amortization of goodwill arising on consolidation of $6,088 for the three
      months ended June 30, 1997 is in respect of the acquisition of Aviation
      Maritime Transportation (Insurance Brokers) S.A.M. on February 14, 1997.

      Income taxes of $2,295,000 are provided in respect of the results for the
      three months ended June 30, 1997. This compares 

<PAGE>


                         EQUISURE, INC. AND SUBSIDIARIES

                                     PART I

                              FINANCIAL INFORMATION


      to income taxes of $1,050,000 provided in respect of the results for the
      three months ended June 30, 1996.


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS (Continued)

   Results of Operations

      Six Months Ended June 30, 1997, Compared to Six Months Ended June 30, 1996

      Total revenues of $13,570,370 increased $8,321,037 or 259% for the six
      month period ended June 30, 1997 as compared to total revenues of
      $5,249,333 for the same six month period in 1996.

      Earned premiums assumed on the completion of short-duration reinsurance
      contracts for the six months ended June 30, 1997, of $14,290,543 showed a
      627% increase on the comparative six months figure of $2,278,960 and is
      reflective of the continued growth of business in respect of short term
      reinsurance contracts.

      Ceded premiums in the first six months of 1997 of $2,341,424, compared to
      nil in the comparative six months is due to retrocession protection now
      being sought as a matter of Company policy.

      Realized gains on the sale of quoted investments produced $142,362 in the
      six months to June 30, 1997. The comparative period in 1996 produced
      $2,118,112.

      Net investment income, comprising dividend and interest income showed an
      increase to $1,306,460 for the six months ended June 30, 1997 from
      $852,261 for the six months ended June 30, 1996. This is primarily due to
      the increase in the amounts held as cash and cash equivalents in favor of
      quoted marketable securities.

      Brokerage income of $172,429 for the six months ended June 30, 1997
      emanates from the activities of Aviation Maritime Transportation
      (Insurance Brokers) S.A.M., a subsidiary acquired during the six months
      ended June 30, 1997.

      Losses incurred comprising claims paid, outstanding claims and estimates
      of future liabilities of $2,010,752 are provided for the six months ended
      June 30, 1997. No such provision was necessary for the six months ended
      June 30, 1996 as no losses were incurred.

      Net acquisition costs of $1,803,590 for the six months ended June 30, 1997
      were up by 791% compared to $227,896 for the comparative period. This is
      primarily due to the 627% increase in premiums assumed and an increase
      within this of the general reinsurance business, which has substantially
      higher acquisition costs than that of the political and financial risk
      sector.

      Administrative expenses for the current six months are up 148% at
      $2,136,790, compared with $1,441,722 for the six months ended June 30,
      1996. This increase is attributable to expansion of business generally and
      to the increased costs of regulatory compliance.

      Foreign currency exchange gains and losses occur due to the fluctuations
      in the rate of exchange between the U.S. dollar and other major
      currencies, where transactions occur and where balances are held in those
      currencies.

      Amortization of goodwill arising on consolidation of $12,176 for the six
      months ended June 30, 1997 is in respect of the 

<PAGE>


                         EQUISURE, INC. AND SUBSIDIARIES

                                     PART I

                              FINANCIAL INFORMATION


      acquisition of Aviation Maritime Transportation (Insurance Brokers) S.A.M.
      on February 14, 1997.

      Income taxes of $3,150,000 are provided in respect of the results for the
      six months ended June 30, 1997. This compares to income taxes of
      $1,050,000 provided in respect of the results for the six months ended
      June 30, 1996.


ITEM 1.  LEGAL PROCEEDINGS

      None.


ITEM 2.  CHANGES IN SECURITIES

      None.


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

      None.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      None.


ITEM 5.  EXHIBITS AND REPORTS

      During the quarter ended June 30, 1997, the Company was not required to
      file any reports on Form 8-K.


ITEM 6.  OTHER INFORMATION

      None.

<PAGE>


                         EQUISURE, INC. AND SUBSIDIARIES

                                   SIGNATURES


In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by the
undersigned thereunto duly authorized.


Date: November 3, 1997



/S/ Barrie Harding
Barrie Harding


<TABLE> <S> <C>


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<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                             APR-01-1997
<PERIOD-END>                               JUN-30-1997
<DEBT-HELD-FOR-SALE>                                 0
<DEBT-CARRYING-VALUE>                                0
<DEBT-MARKET-VALUE>                                  0
<EQUITIES>                                           0
<MORTGAGE>                                           0
<REAL-ESTATE>                                        0
<TOTAL-INVEST>                                       0
<CASH>                                      61,901,585
<RECOVER-REINSURE>                                   0
<DEFERRED-ACQUISITION>                         808,991
<TOTAL-ASSETS>                              88,723,970
<POLICY-LOSSES>                             31,383,748
<UNEARNED-PREMIUMS>                          3,416,867
<POLICY-OTHER>                                       0
<POLICY-HOLDER-FUNDS>                                0
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                                0
                                          0
<COMMON>                                        11,710
<OTHER-SE>                                  43,723,993
<TOTAL-LIABILITY-AND-EQUITY>                88,723,970
                                   8,119,917
<INVESTMENT-INCOME>                            985,748
<INVESTMENT-GAINS>                                   0
<OTHER-INCOME>                                 137,207
<BENEFITS>                                   1,549,182
<UNDERWRITING-AMORTIZATION>                  1,342,877
<UNDERWRITING-OTHER>                                 0
<INCOME-PRETAX>                              6,047,205
<INCOME-TAX>                                 2,295,000
<INCOME-CONTINUING>                          3,752,205
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 3,752,205
<EPS-PRIMARY>                                      .33
<EPS-DILUTED>                                        0
<RESERVE-OPEN>                              30,033,795
<PROVISION-CURRENT>                          7,769,305
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<PAYMENTS-CURRENT>                           6,419,352
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