UNITED STATES 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 March 31, 1996
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
THE EXCHANGE ACT
For the transition period from _______ to
________
Commission file number 33-
94226-A
WMA INTERNATIONAL CORPORATION
(Name of small business issuer in its charter)
Delaware58-2179041
(State or other jurisdiction of(IRS Employer
incorporation or organization)Identification No.)
5555 Triangle Parkway, N.W., Second Floor, Norcross,
Georgia 30092
(Address of principal executive offices)
Issuer's telephone number: (770) 453-9300
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
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all
documents and
reports required to be filed by Section 12, 13,
or 15(d)
of the Exchange Act after the distribution of
securities
under a plan confirmed by a court. Yes___ No___
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each
of the
Issuer's classes of common equity, as of the
latest
practicable date:
As of March 31, 1996, there were 1,250,000
shares of
common stock outstanding, and no warrants had
been
issued.
Transitional Small Business Disclosure Format
(Check
one): Yes___ No X
<TABLE>
Table of Contents
PART I
Page No.
<S> <C>
<C>
Item 1 Financial Statements2
Item 2 Management's Discussion and Analysis
or Plan of Operation13
PART II
Item 1 Legal Proceedings17
Item 2 Changes in Securities17
Item 3 Defaults Upon Senior Securities17
Item 4 Submission of Matters to a Vote
of Security Holders17
Item 5 Other Information18
Item 6 Exhibits and Reports on Form 8-K19
PART I
Item 1. Financial Statements.
The March 31, 1996 Financial Statements follow on
the next page.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
</TABLE>
<TABLE>
WMA INTERNATIONAL CORPORATION AND SUBSIDIARIES
(A Development Stage Company)
Consolidated Balance Sheet
March 31, 1996
(Unaudited)
Assets
<S> <C>
Investments $ 7,263,005
Cash 5,959,738
Prepaid expenses 10,574
Deferred tax assets 10,893
Deferred offering costs 435,082
Organization costs, net 106,173
$ 13,785,465
</TABLE>
<TABLE>
Liabilities and Stockholders' Equity
<S> <C>
Liabilities:
Stock subscription deposits 5,604,239
Accounts payable 58,963
Accrued interest expense 12,935
Note payable 747,329
Total liabilities 6,423,466
Stockholders' equity:
Common stock, par value $.001,
10,000,000 authorized; 1,250,000 issued 1,250
Additional paid-in capital 7,748,750
Deficit accumulated during the development stage (388,001)
Total stockholders' equity 7,361,999
$ 13,785,465
See accompanying notes to consolidated financial statements.
</TABLE>
<TABLE>
WMA INTERNATIONAL CORPORATION AND SUBSIDIARIES
(A Development Stage Company)
Consolidated Statements of Operations
(Unaudited)
Period from
Inception
Three Months (March 9, 1995)
Ended through
March 31, 1996 March 31, 1996
<S> <C> <C>
Revenues:
Investment income $ 54,941 $ 61,602
Expenses:
Professional fees 51,789 380,656
Interest expense 16,317 45,718
Other expenses 31,108 34,122
99,214 460,496
Net loss before income taxes (44,273) (398,894)
Deferred income taxes 10,893 10,893
Net loss $ (33,380) $ (388,001)
See accompanying notes to consolidated financial statements.
</TABLE>
<TABLE>
WMA INTERNATIONAL CORPORATION AND SUBSIDIARIES
(A Development Stage Company)
Consolidated Statements of Cash Flows
(Unaudited)
Period from
Inception
Three Months (March 9, 1995)
Ended through
March 31, 1996 March 31, 1996
<S> <C>
<C>
Cash flows from operating activities:
Net loss $ (33,380) $ (388,001)
Adjustments to reconcile net loss to cash
used by operating activities:
Amortization 70,184 70,184
Increase in prepaid expenses (10,574) (10,574)
Increase in deferred tax assets (10,893) (10,893)
Increase (decrease) in accounts payable (65,913) 58,963
Increase (decrease) in accrued interest expense (60) 12,935
Net cash used by operating activities (50,636) (267,386)
Cash flows from investing activities:
Purchase of investments (7,263,005) (7,263,005)
Net cash used by investing activities (7,263,005) (7,263,005)
Cash flows from financing activities:
Issuance of common stock 7,500,000 7,750,000
Stock subscription deposits 5,604,239 5,604,239
Borrowings under note payable - 750,000
Repayments of borrowings under note payable (1,350) (2,671)
Payments for offering and organization costs (136,544) (611,439)
Net cash provided by financing activities 12,966,345 13,490,129
Net increase in cash 5,652,704 5,959,738
Cash at beginning of period 307,034 -
Cash at end of period $ 5,959,738 $ 5,959,738
Supplemental disclosure of cash flow information:
Cash paid during the period for interest $ 16,377 $ 16,406
See accompanying notes to consolidated financial statements.
</TABLE>
<TABLE>
WMA INTERNATIONAL CORPORATION AND SUBSIDIARIES
(A Development Stage Company)
Notes to Consolidated Financial Statements
March 31, 1996
<S> <C>
(1) Basis of Presentation
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions for Form 10-QSB of
Regulation S-B. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. Comparative Financial statements for the
twenty-three (23) day period from inception (March 9, 1995) through March
31, 1995 have been omitted because there were no transactions that affected
either operations or cash flows.
(2) Stock Subscriptions
As of March 31, 1996 the Company has received $13,104,239 for purchases
of common stock pursuant to an offering for which the registration statement
which became effective December 22, 1995. The Company has accepted
$7,500,000 for purchases of common stock representing 750,000 shares of
common stock to be issued pursuant to the offering. The remaining
$5,604,239 is being held in an escrow account pending acceptance and
issuance of common stock by the Company.
Item 2. Management's Discussion and Analysis or Plan of
Operation.
SUMMARY OF BUSINESS
WMA International Corporation (the "Company") was
formed March 9, 1995 by S. Hubert Humphrey, Jr. ("Mr.
Humphrey") as a for-profit corporation organized under
Delaware law. The Company owns 100% of the outstanding
stock of WMA Life Holding, Ltd., a Bermuda for-profit
corporation formed August 2, 1995 ("Holding") which, in
turn, owns 100% of the outstanding stock of WMA Life
Insurance Company Limited, a fully licensed for-profit
Bermuda life insurance corporation formed August 2, 1995
("WMA Life"). The Company, Holding and WMA Life are
sometimes referred herein collectively as the
"Companies."
During 1995 and the first quarter of 1996, the Company
has been engaged primarily in (1) the formation of
Holding and WMA Life, (2) preparing a registration
statement (the "Registration Statement")(Commission file
number 33-94226-A) and prospectus (the "Prospectus") to
raise up to $20,500,000 (the "Offering") to capitalize
WMA Life after payment of organization and offering costs
by offering for sale shares of common stock and Warrants
of the Company, and (3) filing the Registration Statement
and Prospectus with the Securities and Exchange
Commission and various states, and (3) negotiating the
terms of reinsurance agreements with various insurance
companies to be entered into by WMA Life.
The Registration Statement filed with the Securities
and Exchange Commission became effective December 22,
1995, and the Company has been in the process of raising
up to $20,500,000. As of March 31, 1996, the Company has
sold 750,000 Shares of Common Stock ($7,500,000) pursuant
to the Offering. As of March 31, 1996, no Warrants have
been sold pursuant to the Offering. WMA Life has not yet
entered into any reinsurance agreements.
The Company will act as a holding company for Holding
which will, in turn, act as a holding company for WMA
Life. The proceeds of purchases of shares of Common
Stock and Warrants, after certain costs and expenses,
will be used to further capitalize Holding which will, in
turn, further capitalize WMA Life in order for WMA Life
to have sufficient liquidity in the form of Investments
to meet potential claims pursuant to certain reinsurance
agreements with the objective of obtaining capital
appreciation. There are no established criteria,
parameters or limitations with respect to the nature and
amount of reinsurance to be written by WMA Life and
Management will have complete discretion in determining
the nature and amount of reinsurance to be written by WMA
Life.
The reinsurance agreements to be entered into by WMA
Life will consist primarily of indemnity agreements for
insurance products previously and currently being sold by
World Marketing Alliance, Inc. ("WMA Agency") and other
proprietary insurance products which may be developed by
WMA Agency and are anticipated to be issued by Western
Reserve Life Assurance Co. of Ohio, Kemper Investors Life
Insurance Company, Connecticut National Life Insurance
Company, The Midland Life Insurance Company, American
Skandia Life Assurance Corporation and others (the
"National Life Companies"). WMA Agency is a Georgia
corporation controlled by Mr. Humphrey, Norma P. Humphrey
("Mrs. Humphrey") and Thomas W. Montgomery ("Mr.
Montgomery"). Types of insurance products sold by WMA
Agency and expected to be covered by reinsurance
agreements include variable universal life, universal
life, term life and annuities. All of such indemnity
agreements are sometimes hereinafter collectively
referred to as the "Reinsurance Agreements". Although
the sources, types and mix of the Reinsurance Agreements
have generally been identified by the Company and WMA
Life, no Reinsurance Agreements have been entered into,
nor have the negotiations of the terms and conditions of
such Reinsurance Agreements been finalized.
It is anticipated that the day-to-day administration of
the business reinsured and related transactions will be
managed by the National Life Companies pursuant to an
administrative procedure called self-administration.
This procedure requires the National Life Companies to
maintain individual policy records for each policy ceded,
premium accounting, allowances and reserve reports. The
Company will rely on the National Life Companies to
provide it with all information necessary for processing
the reinsurance. The National Life Companies will also
process all related claims and other policy
transactions.
As a result, WMA Life will not participate in any of the
direct administration of the reinsured policies.
SUMMARY OF OFFERING
Securities Offered. Up to 2,000,000 shares of Common
Stock of the Company, offered at the price of $10 per
share, and up to 500,000 Warrants of the Company, offered
at a price of $1 per Warrant. The minimum subscription
for shares of Common Stock is 50 ($500), and the minimum
subscription for Warrants is 50 ($50).
The shares of Common Stock and Warrants are being
offered by the Company on a best efforts basis only until
termination or the maximum Offering has been achieved.
Investors must meet certain minimum suitability and
eligibility standards. Purchases are subject to receipt
and acceptance by the Company and the Company's right to
reject any purchase in whole or in part for any reason.
Offerees. Only WMA Agents may purchase shares of
Common Stock and/or Warrants pursuant to the Offering.
"WMA Agents" means independent sales agents contractually
affiliated (or their Pension Plans) with WMA Agency or
employees (or their Pension Plans) of or affiliates of
WMA Agency as of the date of the offering or as of the
date the Company accepts the Subscription Agreement.
Voting Rights. All shares of Common Stock offered
pursuant to the Offering or issued pursuant to exercise
of the Warrants are voting stock on a one vote per share
basis without cumulative rights.
Shareholders' Agreement and Warrant Restrictions. Mr.
Humphrey and purchasers of shares of Common Stock
pursuant to the Offering, or pursuant to exercise of the
Warrants, are required to sign the Shareholders'
Agreement which allows the Company the option (but not
the obligation) to buy back an Investor's shares of
Common Stock if the Investor ceases to be a WMA Agent
(other than by reason of death) or breaches the
Shareholders' Agreement ("Buyout Event"). The
Shareholders' Agreement also contains a Right of First
Refusal which provides that if a Shareholder desires to
sell any shares of Common Stock pursuant to a "bona fide
offer", such shares of Common Stock must be offered to
the Company first upon no less favorable terms and
conditions than those of the bona fide offer. The
Shareholders' Agreement will terminate on the earlier of
December 31, 1997 or the effective date of a public
offering by the Company to persons other than WMA
Agents.
Offering Termination Date. December 31, 1997 for the
maximum Offering unless terminated earlier by the
Company. The minimum Offering was attained February 26,
1996.
PROPOSED BUSINESS
Overview
Through WMA Life, the Company proposes to become a
significant reinsurer of Western Reserve Life Assurance
Co. of Ohio, Kemper Investors Life Insurance Company,
Connecticut National Life Insurance Company, The Midland
Life Insurance Company, American Skandia Life Assurance
Corporation and others ("National Life Companies") with
respect to insurance products being sold by and
distributed through WMA Agency which may become
exclusively available through WMA Agency ("WMA
Policies"). These insurance products are anticipated to
include variable universal life, term life, universal
life and other insurance products.
With an anticipated capitalization of not less than $15.0
million, the Company believes that its affiliation with
WMA Agency puts it in a unique position to negotiate
favorable Reinsurance Agreements with the National Life
Companies. WMA Agency will not be a party to the
Reinsurance Agreements.
The financial goal of Management in negotiating the
Reinsurance Agreements is to obtain for the Company (and
not the Stockholders) an after-tax return on equity (net
capital invested by stockholders) of not less than an
averaged ten percent (10%) after-tax annualized return
after 10 years. Although Management believes that it has
a reasonable basis to expect that such a return is
feasible, no assurance can be given that any return can
be achieved. Furthermore, any return is dependent upon
the volume of insurance policies sold by WMA Agency for
which WMA Life acts as reinsurer. Moreover, there are
not established criteria, parameters or limitations with
respect to the nature and amount of reinsurance to be
written by WMA Life and Management will have complete
discretion in determining the nature and amount of
reinsurance to be written by WMA Life.
Business Strategy
In light of the Company's affiliation with WMA Agency
and WMA Agency's existing relationship with the National
Life Companies, the Company has developed its business
strategy of attempting to enter into favorable
Reinsurance Agreements. The principal elements of such
business strategy are:
To leverage the negotiating strength provided by the
Company's affiliation with WMA Agency and WMA Agency's
negotiating strength with the National Life Companies;
To create a strong bond among the Company, WMA Agency
and the WMA Sales Agents by providing the WMA Sales
Agents the possibility of participating in reinsurance
profits generated by the WMA Policies and Reinsurance
Agreements by investing in the Company; and
To create favorable reinsurance results on the WMA
Policies since it is anticipated that when WMA Sales
Agents have an investment in the Reinsurance Agreements
through investing in the Company, WMA Sales Agents will
have more of an incentive to place quality business
through WMA Agency, which business may become the
subject of the Reinsurance Agreements.
Business Plan
The Company's business plan over the next twelve months
consists of continuing to raise capital through the
Offering; the Company's payment of the Organization and
Offering Costs of the Companies as reflected in the
Application of Proceeds; the Company's establishment of
reserves from the proceeds of the loan from Money
Services, Inc. to fund debt service payments, management
fee ("Management Fee") payments up to $72,000 to WMA
Management Services, Inc. ("WMA Management") if there are
insufficient profits in WMA Life, and other expenses and
unknown contingencies; the Company's funding of debt
service payments to Money Services, Inc.; the Company's
payment of Management Fees up to $72,000 if there are
insufficient profits in WMA Life; the Company's
contribution the net proceeds from the Offering to
Holding, and causing Holding to contribute such net
proceeds to WMA Life; causing WMA Life to establish an
operating expense reserve of $125,000; causing WMA Life
to acquire an investment portfolio in the form of
Investments to provide sufficient liquid assets in order
to meet potential claims pursuant to the Reinsurance
Agreements; causing WMA Life to retain an Investment
Manager; the Company's negotiation and completion of the
Reinsurance Agreements; and causing WMA Life to commence
business operations as a reinsurance company. Management
believes that the net proceeds of the minimum Offering
will be adequate capital for WMA Life to sustain
operations during the first twelve months.
The Company expects its operating expenses over the
first twelve months to consist of payment of debt service
payments with respect to the $750,000 loan from Money
Services, Inc., payment of fees relating to management,
accounting, consulting and actuarial services rendered;
payment of expenses related to compliance with corporate
and tax matters, and other incidental administrative
expenses. Holding's operating expenses are expected to
be nominal and consist principally of accounting and
administrative costs of reporting to regulatory
authorities, and fees for business qualification. WMA
Life's expenses during the first twelve months are
expected to consist of costs associated with commencing
its operations as a reinsurance company, which costs
include expense allowances payable to ceding insurance
companies, payment of accounting fees, legal fees,
investment management fees, and fees and expenses for
regulatory compliance in Bermuda.
None of the Companies expect to purchase or sell any
significant equipment nor expect that there will be any
significant change in the number of employees.
The Company expects WMA Life to begin receiving premium
income shortly after entering into the Reinsurance
Agreements which the Company believes will occur shortly.
PART II
Item 1. Legal Proceedings.
At March 31, 1996, neither the Company, Holding nor WMA
Life was involved in any legal proceedings.
Item 2. Changes in Securities.
There have been no changes or modifications to the
rights of the holders of any class of registered
securities.
Item 3. Defaults Upon Senior Securities.
There have been no defaults in the payment of principal
or interest of any indebtedness of the issuer.
Item 4. Submission of Matters to a Vote of Security
Holders.
No matters were submitted during the period covered by
this report to a vote of security holders through the
solicitation of proxies or otherwise. No annual report
or proxy materials have been sent to security holders.
Item 5. Other Information.
By a vote of the Directors on February 15, 1996, C.
Simon Scupham became a Director of the Company effective
April 1, 1996. Since August 7, 1995, Mr. Scupham has
been a director of Holding and WMA Life. Mr. Scupham is
the President of CFM Insurance Managers, Ltd., a Bermuda
corporation incorporated in 1988 providing professional
management services to international companies operating
in Bermuda. He is a qualified Chartered Accountant (CA)
and Associate Fellow of the Institute of Mathematics and
its Applications. Mr. Scupham is also President of
Mutual Risk Management (Bermuda) Ltd. and Shoreline
Mutual Management (Bermuda) Limited, and a director of
Challenger International Ltd. Prior to CFM, Mr. Scupham
served as the director of Bermuda operations for the
Kemper Group.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
</TABLE>
<TABLE>
Item 6. Exhibits and Reports on Form 8-K.
No reports were required to be filed on Form 8-K.
Exhibit
Number Description of Exhibit
<S> <C>
3.1 Articles of Incorporation (1)
3.2 Bylaws (1)
4.1 Shareholders' Agreement (3)
4.2 Specimen Stock Certificate (2)
4.3 Subscription Agreement (3)
4.4 Revised Specimen Warrant (4)
4.5 Loan Agreement between WMA Agency and Offering
Subscribers (3)
10.1 Form of Escrow Agreement between Registrant
and Fidelity National Bank as Escrow Agent.(2)
10.2 Form of Promotional Share Escrow Agreement (3)
10.3 Loan Agreement with Money Services, Inc. (3)
10.4 Loan Agreement between Money Services, Inc.
and WMA Agency (3)
10.5 Management Agreement with WMA Management (3)
16.1 Letter on change in Certifying Accountant (5)
24.2 Consent of KPMG Peat Marwick (5)
[FOOTNOTES ON NEXT PAGE]
</TABLE>
<TABLE>
FOOTNOTES TO PRECEDING PAGE:
<S> <C>
(1) Filed On June 28, 1995 as part of the Registration
Statement and incorporated herein by reference
pursuant to Rule 12b-32.
(2) Filed On September 22, 1995 as part of the
Registration Statement and incorporated herein by
reference pursuant to Rule 12b-32.
(3) Filed on November 17, 1995 as part of the
Registration Statement and incorporated herein by
reference pursuant to Rule 12b-32.
(4) Filed on December 20, 1995 as part of the
Registration Statement and incorporated herein by
reference pursuant to Rule 12b-32.
(5) Filed on December 21, 1995 as part of the
Registration Statement and incorporated herein by
reference pursuant to Rule 12b-32.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) WMA International Corporation
By (Signature/Title) s/Thomas W. Montgomery (SEAL)
Date: May 14, 1996
Thomas W. Montgomery, Executive Vice
President, Chief Financial Officer,
Secretary/Treasurer, and Director
</TABLE>
