ODDFOOTER: WMA International CorporationPage of 15
Form 10-QSB 06/30/96
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 June 30, 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 June 30, 1996, there were 1,857,611
shares of
common stock outstanding, and no warrants had
been
issued.
Transitional Small Business Disclosure Format
(Check
one): Yes___ No X
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Table of Contents
PART I
Page No.
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Item 1 Financial Statements3
Item 2 Management's Discussion and Analysis
or Plan of Operation 7
PART II
Item 1 Legal Proceedings11
Item 2 Changes in Securities11
Item 3 Defaults Upon Senior Securities11
Item 4 Submission of Matters to a Vote of
Security Holders11
Item 5 Other Information11
Item 6 Exhibits and Reports on Form 8-K13
PART I
Item 1. Financial Statements.
The June 30, 1996 Financial Statements follow on the
next page.
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WMA INTERNATIONAL CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheet
June 30, 1996
(Unaudited)
Asset
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Investments $ 7,469,705
Cash 6,254,843
Restricted cash 3,156,158
Reinsurance receivable 108,614
Deferred acquisition costs 140,595
Prepaid expenses 37,504
Deferred tax assets 16,000
Deferred offering costs 476,896
Organization costs, net 192,709
Other assets 3,065
$ 17,856,089
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Liabilities and Stockholders' Equity
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Liabilities:
Stock subscription deposits 3,150,963
Reserves 317,142
Accounts payable 67,865
Accrued interest expense 12,840
Payable to affiliate 127,728
Note payable 745,950
Total liabilities 4,422,488
Stockholders' equity:
Common stock, par value $.001,
10,000,000 authorized; 1,857,611 issued 1,858
Additional paid-in capital 13,824,252
Accumulated deficit (392,509)
Total stockholders' equity 13,433,601
$ 17,856,089
See accompanying notes to consolidated financial statements.
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WMA INTERNATIONAL CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations
(Unaudited)
Three Months Six Months
Ended Ended
June 30, 1996 June 30, 1996
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Revenues:
Gross premium income $ 241,002 $ 241,002
Investment income 178,539 233,480
419,541 474,482
Expenses:
Benefits, claims & settlements 317,142 317,142
Premium allowances 132,388 132,388
Deferred acquisition costs capitalized (140,595) (140,595)
General & administrative expenses 103,967 186,864
Interest expense 16,253 32,570
429,155 528,369
Net loss before income taxes (9,614) (53,887)
Deferred income taxes 5,107 16,000
Net loss $ (4,507) $ (37,887)
See accompanying notes to consolidated financial statements.
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WMA INTERNATIONAL CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)
Three Months Six Months
Ended Ended
June 30, 1996 June 30, 1996
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Cash flows from operating activities:
Net loss $ (4,507) $ (37,887)
Adjustments to reconcile net income
to cash used by operating activities:
Amortization (66,918) 3,266
Increase in reinsurance receivable (108,614) (108,614)
Increase in deferred acquisition costs (140,595) (140,595)
Increase in prepaid expenses (26,930) (37,504)
Increase in deferred tax assets (5,107) (16,000)
Increase in other assets (3,065) (3,065)
Increase in reserves 317,142 317,142
Increase (decrease) in accounts payable 8,902 (57,011)
Increase (decrease) in accrued interest expense (95) (155)
Net cash used by operating activities (29,787) (80,423)
Cash flows from investing activities:
Purchase of investments (206,700) (7,469,705)
Net cash used by investing activities (206,700) (7,469,705)
Cash flows from financing activities:
Issuance of common stock 6,076,110 13,576,110
Stock subscription deposits (2,453,276) 3,150,963
Borrowings from affiliate, net 127,728 127,728
Repayments of borrowings under note payable (1,379) (2,729)
Payments for offering and organization costs (61,433) (197,977)
Net cash provided by financing activities 3,687,750 16,654,095
Net increase in cash 3,451,263 9,103,967
Cash at beginning of period 5,959,738 307,034
Cash at end of period $ 9,411,001 $ 9,411,001
Supplemental disclosure of cash flow information:
Cash paid during the period for interest $ 16,348 $ 32,725
See accompanying notes to consolidated financial statements.
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WMA INTERNATIONAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 30, 1996
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(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
period from inception (March 9, 1995) through June 30, 1995 and for the
period from April 1, 1995 through June 30, 1995 have been omitted because
there were no transactions that affected either operations or cash flows.
(2) Stock Subscriptions
As of June 30, 1996 the Company has received $16,727,073 for purchases
of common stock pursuant to an offering for which the registration statement
which became effective December 22, 1995. The Company has accepted
$13,576,110 for purchases of common stock representing 1,357,611 shares
of common stock to be issued pursuant to the offering. The remaining
$3,150,963 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 and second quarters 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 entered into
and 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 June 30, 1996, the Company has
sold 1,357,611 Shares of Common Stock ($13,576,110)
pursuant to the Offering. As of June 30, 1996, no
Warrants have been sold pursuant to the Offering.
The Company is a holding company for Holding which is,
in turn, a holding company for WMA Life. The proceeds of
purchases of shares of Common Stock and Warrants, after
certain costs and expenses, have been and will be used to
further capitalize Holding which have been and will be
used, in turn, to 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 that have been and are 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 have
been or 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 covered by 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".
The sources, types and mix of the Reinsurance Agreements
have generally been identified by the Company and WMA
Life.
During the second quarter of 1996, WMA Life entered
into a reinsurance agreement with Western Reserve Life
Assurance Co. of Ohio (WRL). On a monthly renewable term
basis (a variation of Yearly Renewable Term), WMA Life is
reinsuring a portion of all individual Variable Universal
Life policies previously sold by WMA Agency. As of June
30, 1996, the business inforce constituted 67,315
policies with $1,962,756,792 of reinsured death
benefits. The reinsurance was effected on each policy as
of its "monthiversary" date occurring during June, for
all policies inforce as of June 30, 1996. The
reinsurance agreement with WRL also includes the
reinsurance of all future individual Variable Universal
Life insurance policies sold and distributed by WMA
Agency.
Associated with this agreement, the income and balance
sheet statements as of June 30, 1996, reflect premiums,
benefits, claims, settlement expenses, reserves and
deferred acquisition costs for the first time in the
Company's history. These entries are normal within the
context of an insurance enterprise.
Gross Premiums reflect one month's transaction. During
this period there were no reported claims, Consequently,
`Benefits, Claims and Settlement Expenses" reflect the
initial benefit reserve adjustment associated with this
business. Management believes the reserve estimate
($317,142.02) is a reasonable proxy for the GAAP benefit
reserve. This is the corresponding U.S. Statutory
Reserve as prescribed by the National Association of
Insurance Commissioners (NAIC). The NAIC prescribed
reserve is determined using interest and mortality
assumptions typically much more conservative than
experience otherwise expected by the industry.
Management will implement reserve valuation procedures
during the third quarter to more accurately reflect the
GAAP estimated benefit reserve.
The agreement provides that an amount remain on deposit
with WRL until such time WMA Life secures a Letter of
Credit (LOC) for the benefit of WRL. This procedure,
often referred to as "funds withheld reinsurance" is a
customary practice within the reinsurance industry. The
amount will not exceed the U.S. Statutory Reserve as
prescribed by the NAIC. The Company's business plan
consists of securing a LOC for this purpose. Further,
the Company will develop facilities for future LOC's and
trust arrangements in support of additional reinsurance
agreements.
The deferred acquisition costs reflect expenses and
reinsurance premium allowances associated with the
initial transaction. Deferred acquisition costs reflect
expenses incurred that are directly associated with the
acquisition of the reinsured business. These expenses
include actuarial, legal and accounting fees, salaries
and expenses, as well as first year reinsurance premium
allowance in excess of renewal allowances.
Consequently, the income and balance sheets should not
be relied upon as being indicative of future results.
As under the WRL agreement, 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 are eligible to 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 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; continuing to
cause 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; managing the WRL Reinsurance
Agreement, the Company's continued negotiation and
completion of the Reinsurance Agreements; and causing WMA
Life to continue operating 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.
PART II
Item 1. Legal Proceedings.
At June 30, 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.
As disclosed in the Prospectus, Management has relied
on independent contractors to assist Management in
negotiating the Reinsurance Agreements. However, on
April 1, 1996, WMA Agency hired Edward F. McKernan, as
Senior Vice President and Actuary, from the national
accounting firm of KPMG Peat Marwick, LLP. Mr. McKernan
has been the individual primarily involved in negotiating
the Reinsurance Agreements. As such, the Company has
agreed to reimburse WMA Agency a reasonable portion of
WMA Agency's costs of employing Mr. McKernan for the
portion of time Mr. McKernan spends negotiating the
Reinsurance Agreements or otherwise directly working on
Company business. Management believes that the Company
will experience a cost savings by reimbursing WMA Agency
for Mr. McKernan's services rather than having to pay the
hourly rate paid to KPMG Peat Marwick, LLP for Mr.
McKernan's services.
In addition, on April 1, 1996, Mr. McKernan became
Senior Vice President of the Company although, currently,
Mr. McKernan receives no salary from the Company.
Immediately prior to joining the Company, Mr. McKernan
was a Senior Manager in the Life Actuarial Consulting
Practice of KPMG Peat Marwick, LLP. Apart from his
tenure with KPMG, Mr. McKernan was also a consultant with
Tillinghast, a Towers Perrin company, which is an
international actuarial consulting firm, and was employed
by several life insurance companies. With over fifteen
years of life insurance experience, Mr. McKernan has
developed a broad range of knowledge in reinsurance,
merger and acquisition activity, product development,
capital and surplus management, asset adequacy analysis,
financial reporting and financial analysis. He is a
Fellow of the Society of Actuaries (1988) and a Member of
the American Academy of Actuaries (1985).
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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
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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]
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FOOTNOTES TO PRECEDING PAGE:
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(1) Filed On June 28, 1995 as part of the Registration
Statement and incorporated herein by reference
pursuant to Rule 12b-23.
(2) Filed On September 22, 1995 as part of the
Registration Statement and incorporated herein by
reference pursuant to Rule 12b-
23
.
(3) Filed on November 17, 1995 as part of the
Registration Statement and incorporated herein by
reference pursuant to Rule 12b-
23
.
(4) Filed on December 20, 1995 as part of the
Registration Statement and incorporated herein by
reference pursuant to Rule 12b-
23
.
(5) Filed on December 21, 1995 as part of the
Registration Statement and incorporated herein by
reference pursuant to Rule 12b-
23
.
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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: August 26, 1996
Thomas W. Montgomery, Executive Vice
President, Chief Financial Officer,
Secretary/Treasurer, and Director
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