UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A
(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 33-94226-A
WMA INTERNATIONAL CORPORATION
(Name of small business issuer in its charter)
Delaware 58-2179041
(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, 1997, there were 2,411,742 shares of
common stock (.001 par value) outstanding, and 88,258
warrants had been issued, each warrant representing the
right to purchase a share of common stock for $10.
Transitional Small Business Disclosure Format (Check
one): Yes___ No X
Table of Contents
PART I
Page No.
Item 1 Financial Statements 3
Item 2 Management's Discussion and Analysis or Plan of Operation 7
PART II
Item 1 Legal Proceedings 12
Item 2 Changes in Securities 12
Item 3 Defaults Upon Senior Securities 12
Item 4 Submission of Matters to a Vote of Security Holders13
Item 5 Other Information 13
Item 6 Exhibits and Reports on Form 8-K 14
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<TABLE>
<CAPTION>
WMA INTERNATIONAL CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheet
June 30, 1997
(Unaudited)
June 30, 1997 June 30 1996
Assets
<S>
<C>
<C>
Cash and cash equivalents
1,900,543 16,880,706
Fixed maturity securities - available for sale 16,986,448
-
Equity securities - available for sale 574,035 -
Investment income due and accrued 218,563 -
Reinsurance receivable - 108,614
Prepaid expenses 67,734 37,504
Deferred tax assets 211,573 16,000
Deferred offering costs - 476,896
Deferred acquisition costs 1,367,525 140,595
Deferred organization costs, net 142,959 192,709
Other receivables 784 3,065
__________ _________
Total assets 21,470,164 17,856,089
Liabilities and Stockholders' Equity
Liabilities:
Stock subscription deposits - 3,150,963
Future policy benefits 583,234 317,142
Reinsurance balances payable 19,011 -
Accounts payable 95,384 67,865
Accrued interest expense - 12,840
Accrued expenses 167,134 127,728
Due to stockholders 13,817 -
Notes payable - 745,950
Deferred tax liability 690,110 -
Total liabilities 1,568,690 4,422,488
Stockholders' equity:
Common stock, par value $.001,
10,000,000 authorized; 2,411,742 and 1,857,811
shares issued in 1997 and 1996, respectively 2,412
1,858
Additional paid-in capital 19,348,481 13,824,252
Unrealized loss on securities available for
sale, net of taxes (192,635) -
Accumulated equity (deficit) 743,216 (392,509)
Total stockholders' equity 19,901,474 13,433,601
Total liabilities and stockholders' equity 21,470,164 17,856,089
See accompanying notes to consolidated financial statements.
</TABLE>
<TABLE>
<CAPTION>
WMA INTERNATIONAL CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations
(Unaudited)
Six Months Six
Months
Ended Ended
June 30, 1997 June 30, 1996
<S>
<C> <C>
Revenues:
Gross premiums 2,264,227
241,002
Net investment income 528,672 233,480
Total revenue 2,792,899
474,482
Benefits and expenses:
Benefits, claims and settlement 994,889 317,142
Reinsurance premium allowances, net 648,859 132,388
Professional fees 105,944
-
Management fees 66,611
-
Interest expense -
32,570
Other expense 12,016
42,546
Amortization of organization costs 18,218 3,723
Amortization of deferred acquisition costs (7,197)
-
Total benefits and expenses 1,839,340 528,369
Net income (loss) before income taxes 953,559
(53,887)
Income tax benefit (expense) (400,073) 16,000
Net income (loss) after income taxes 553,486
(37,887)
See accompanying notes to consolidated financial statements. </TABLE>
<TABLE>
<CAPTION>
WMA INTERNATIONAL CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)
Six Months Six
Months
Ended
Ended
June 30, 1997 June 30, 1996
<S>
<C> <C>
Cash flows from operating activities:
Net income (loss) 553,486 (37,887)
Adjustments to reconcile net income (loss) to cash
provided by (used in) operations to net cash:
Amortization 18,218 3,266
Deferred tax expense 171,959 -
Change in:
Investment income due and accrued (37,298) -
Reinsurance receivables 30,396 (108,614)
Deferred acquisition costs (635,196) (140,595)
Prepaid expenses (41,657) (37,504)
Deferred tax asset (211,573) (16,000)
Deferred tax liability 310,912 -
Other assets - (3,065)
Future policy benefits (31,243) 317,142
Reinsurance balances payable 19,011 -
Accrued expenses 113,556 127,728
Accrued interest - (155)
Accounts payable (143,296) (57,011)
Net cash provided by (used in) operating activities 117,275
47,305
Cash flows from investing activities:
Purchase of available-for-sale securities (2,137,830) (7,469,705)
Proceeds from available-for-sale sales of securities 827,000
-
Net cash used in investing activities (1,310,830) (7,469,705)
Cash flows from financing activities:
Issuance of common stock and warrants 1,061,920 13,576,110
Repayments of borrowings under note payable - (2,729)
Offering and organizational costs - (197,977)
Stock subscription deposits 51,977 3,150,963
Net cash provided by financing activities 1,113,897
16,526,367
Net decrease in cash and cash equivalents (79,658)
9,103,967
Cash and cash equivalents at beginning of period 1,980,201
307,034
Cash and cash equivalents at end of period 1,900,543 9,411,001
Supplemental disclosure of cash flow
information - interest paid - 32,725
See accompanying notes to consolidated financial statements.
</TABLE>
WMA INTERNATIONAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 30, 1997
(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.
(2) Stock Subscriptions
As of June 30, 1997 the Company has received
$19,617,420 for purchases of common stock and
warrants pursuant to an offering for which the
registration statement became effective December
22, 1995. The Company has accepted $19,117,420 for
purchases of common stock representing 1,911,742
shares of common stock issued pursuant to the
offering and $500,000 for purchases of 500,000
warrants, each representing the right to purchase a
share of common stock for $10.
(3) Deferred Tax
Deferred income tax liabilities and related
expenses are determined in accordance with FAS 109
using an effective federal tax rate of 34%. FAS
109 specifically excludes recognition of the "small
life insurance company deduction" available under
Section 806 of the Internal Revenue Code for
qualifying life insurance companies. This special
deduction, for which management believes the
Company will qualify for a number of years, can
reduce the effective federal income tax rate from
34% to less than 20% depending upon the amount of
taxable income. Consequently, the effective tax
rate on the Company's earnings may ultimately prove
to be less than the deferred income tax liabilities
and related expenses determined under FAS 109, at
June 30,1997.
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Item 2. Management's Discussion and Analysis or Plan of
Operation.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
Overview
WMA International Corporation (the "Company") was formed
March 9, 1995 as a for-profit corporation organized under
Delaware law. The Company is a holding company, owning
100% of the outstanding stock of WMA Life Holding, Ltd.,
a Bermuda for-profit corporation formed August 2, 1995
("Holding") and of WMA Life Insurance Company Limited, a
fully licensed for-profit Bermuda life insurance
corporation formed August 2, 1995 ("WMA Life"). WMA
Life, a life reinsurance company, is presently engaged in
providing reinsurance to certain insurance companies with
respect to insurance policies sold by World Marketing
Alliance, Inc. ("WMA Agency"), a Georgia corporation
controlled by S. Hubert Humphrey, Jr., the largest
shareholder of the Company. Holding presently has no
active business operations. The Company, Holding and WMA
Life are sometimes referred herein collectively as the
"Companies."
During 1997, the Company has been engaged primarily in
providing reinsurance, through WMA Life, and in
negotiating the terms of additional reinsurance
agreements into which the Company expects WMA Life to
enter during 1997. The Company has also entertained the
exploration of non-reinsurance opportunities that may be
synergistic with the leveraging strengths created by WMA
Agency. Given the resources presently available to the
Company, it intends to expand its presence in the
reinsurance field and to explore possible diversification
into other enterprises in the financial services
industry.
As of June 30, 1997, WMA Life had in effect two
reinsurance indemnity agreements for variable universal
life insurance products previously and currently being
sold by WMA Agency and issued or anticipated to be issued
by Western Reserve Life Assurance Co. of Ohio ("WRL") and
Kemper Investors Life Insurance Company ("KILICO"). The
WRL and KILICO reinsurance agreements provide for the
reinsurance of a portion of all individual Variable
Universal Life policies sold by WMA Agency on a monthly
renewable term basis (a variation of Yearly Renewable
Term).
Subsequent to June 30, 1997, WMA Life executed a
reinsurance agreement with American Skandia Life
Assurance Corporation ("ASLAC") providing for the
reinsurance of a portion of all "Imperium" Variable
Annuity policies sold by WMA Agency commencing as of
January 1, 1997. The Imperium policies are proprietary
products exclusively distributed and sold by WMA Agency.
The reinsurance under this agreement will be conducted on
a modified coinsurance basis. Aside from the initial
reinsurance settlement representing business issued from
the first of the year, monthly cash outflows are expected
to range from $250,000 to $300,000 during the balance of
1997 in support of this agreement.
WMA Life has become a material reinsurer of WRL. As of
June 30, 1997, premiums from reinsurance of WRL life
insurance policies represented the majority share of WMA
Life's business revenues, and this reliance on WRL is
anticipated to continue for the foreseeable future,
particularly in light of the substantial volume of WRL
policies that are sold by WMA Agency. The Company also
anticipates WMA Life will become a material reinsurer of
KILICO and ASLAC.
As of June 30, 1997, WMA Life's business inforce with
respect to the reinsurance agreements with WRL and KILICO
constituted 120,324 policies with $3,383,616,261 of
reinsured death benefits. Associated with the
reinsurance agreements with WRL and KILICO, the income
and balance sheet statements as of June 30, 1997, reflect
premiums, benefits, claims, settlement expenses, reserves
and deferred acquisition costs. Such entries are normal
within the context of an insurance enterprise. 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
allowances in excess of renewal allowances.
Reported claims during 1997, through June, and those
previously in the course of settlement from prior periods
totaled $1,007,350 and $380,000, respectively. Of these,
$1,039,850 have been settled during 1997, through June.
Benefits, Claims and Settlement Expenses in the Income
Statement reflect these amounts, including an increase in
reserve for future benefits reinsured. The outstanding
claims as of June 30, 1997, were $347,500. The total
reserve for future benefits and claims as of June 30,
1997, is $583,234. The reserve was determined using
principles consistent with those prescribed by FAS 60.
(Note: The corresponding U.S. Statutory Reserve credit
taken by WRL and KILICO is $834,282. The U.S. Statutory
Reserve is determined using interest and mortality
assumptions typically much more conservative than
experience otherwise expected by the industry.)
The Company expects to cause WMA Life to enter into
additional reinsurance agreements in 1997 with companies
including The Midland Life Insurance Company and WRL with
respect to policies sold by WMA Agency. The Company
anticipates that WMA Life will reinsure different types
of life insurance products of these companies, including
variable annuities, term life, universal life and other
insurance products. There are no established criteria,
parameters or limitations with respect to the nature and
amount of additional reinsurance to be written by WMA
Life. The Company has, and will continue to have,
complete discretion in determining the nature and amount
of additional reinsurance to be written by WMA Life.
These reinsurance agreements also may provide that an
amount remain on deposit with the ceding insurance
company until such time as WMA Life provides security
such as a Letter of Credit (LOC) for the benefit of the
ceding company. WMA Life has previously secured a LOC in
favor of WRL and, during the second quarter, 1997,
secured a LOC of $30,000 in favor of KILICO resulting in
the release of funds previously withheld by KILICO. If
determined to be necessary, WMA Life will develop
facilities for future LOC's and trust arrangements in
support of additional reinsurance agreements.
Quarter Ended June 30, 1997 Compared to Quarter Ended
June 30, 1996
Results of Operations
The Companies revenues through second quarter, 1997, were
$2,792,899 compared to $474,482 for the same period in
1996, representing an increase of $2,318,417, or 489%.
This increase is primarily attributable to gross premiums
associated with a reinsurance agreement WMA Life entered
into with WRL during the second quarter, 1996. Investment
income resulting from a change in the composition of
invested assets also led to an increase in revenues.
Gross premiums through second quarter 1997 were
$2,264,227 compared to $241,002 for the same period in
1996, representing an increase of $2,023,225 or 839%.
This increase is primarily attributable to the
reinsurance agreement with WRL, and to a much lessor
extent to a reinsurance agreement executed during the
fourth quarter of 1996 with KILICO. Considering the
reinsurance under these agreements are conducted on a
monthly renewable term basis, not only will premium
revenues increase with the growth of business sold by WMA
Agency, but revenues will also increase as the duration
of policies progress under these agreements.
Net investment income through second quarter, 1997, was
$528,672 compared to $233,480 for the same period in
1996, representing an increase of $295,192 or 126%. The
primary cause for the increase in net investment income
is the result of the majority of the Companies assets
being invested into fixed income securities that were
previously in cash or cash equivalents. During the third
quarter of 1996, the Companies engaged an outside
investment manager which then proceeded to invest the
assets, in accordance with the Companies investment
policies, into fixed income, equity and cash equivalent
securities.
Benefits, claims and settlement expenses are $994,889 as
compared to $317,142 for the same period in 1996,
representing an increase of $677,747 or 214%. An
increase in the inforce business and the duration of
exposure of reinsurance activities during each respective
reporting period are the primary causes for the increase
in benefits, claims and settlement expenses. The
business inforce at the close of the second quarter,
1997, was $3,383,616,261 as compared to $1,962,756,792 at
the same time in 1996. This represents a $1,420,859,469
increase in the inforce business, or 72%. The increase
in the inforce business is the principle cause for the
benefit reserve increase. A second component of the
increase is primarily a result of the exposure period of
business reinsured. As of June 30, 1996, WMA Life's
death benefit exposure on business reinsured commenced
with each individual policy's monthiversary occurring
during the month of June, for all policies in force on
June 30, 1996. Consequently, during 1996, WMA Life's
exposure to the death benefit risk was for approximately
one-half of a month as compared to six months during
1997. This difference in exposure period, as well as the
growth of inforce business, resulted in greater claims
reported during the first two quarters of 1997.
Net reinsurance premium allowances increased from
$132,388 as of June 30, 1996, to $648,859 as of June 30,
1997. This reflects an increase of $516,471, or 390%.
Reinsurance premium allowances represent a percentage of
each reinsurance premium which is paid or allowed by WMA
Life to the ceding company for each life reinsured. A
certain portion of the reinsurance allowances are
primarily related to the production of new business.
These amounts have been deferred to the extent that such
costs are recoverable in accordance with the principals
of FAS 60. The balance of those amounts not deferred are
reflected as net reinsurance premium allowances and are
often a level percentage of individual policy premium
revenues. Similar to the considerations associated with
the increase in benefits, claims and settlement expenses,
the increase in net premium allowances are primarily
associated with (a) the increase in period of exposure,
(b) the increase of business in force and (c) the
progression of the duration of policies reinsured.
Professional fees, management fees and other expenses
were $184,571 as of June 30, 1997, as compared to $42,546
as of June 30, 1996, representing an increase of
$142,025, or 334%. The primary causes for the increase
in these expenses are primarily associated with the
administration of the Company, the establishment of WMA
Life's operating activities and the duration of those
activities as compared to the same reporting period for
1996. The Company continues to expect its operating
expenses over the next twelve months to consist primarily
of the payment of fees relating to management, accounting
and consulting services rendered; payment of expenses
related to compliance with corporate and tax matters,
investment management fees, custodial account fees 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
next twelve months are expected to consist of costs
associated with its operations as a reinsurance company,
which costs include expense allowances payable to ceding
insurance companies, payment of fees relating to
accounting , actuarial and legal services, investment
management fees, management service fees, custodial
account 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.
Interest expenses were $32,570 as of June 30, 1996, as
compared to $0 through June 30, 1997. This expense was
not incurred during 1997 because a $750,000 loan from
Money Services, Inc. was repaid during the third quarter,
1996.
Amortization of organization costs increased from $3,723
as of June 30, 1996, to $18,218 as of June 30, 1997. The
net increase of $14,495, or 389%, reflect the five year
amortization of costs associated with the organization of
the Company that were previously capitalized.
Amortization of deferred acquisition costs decreased
$7,197 as of June 30, 1997, from $0 as of June 30, 1996.
Deferred acquisition costs related to traditional life
insurance (e.g., the monthly renewable term reinsurance)
are amortized over the premium paying period of the
related policies in proportion to the ratio of annual
premium revenues to total anticipated premium revenues.
As a result of the pattern of anticipated premium
revenues, the amortization was negative during this
reporting period and is considered normal under the
principals of reporting under FAS 60.
Income taxes through June 30, 1997, are $400,073 as
compared to a benefit of $16,000 for the same reporting
period during 1996 representing an increase of $416,073.
As a result of the foregoing, net income through June 30,
1997 was $553,486 compared to <$37,887> through June 30,
1996, an increase of $591,373.
Liquidity and Capital Resources
The Companies primary source of liquidity as of June 30,
1997, was $1,900,543 in cash and cash equivalents
compared to $16,880,706 at June 30, 1996, a decrease of
$14,980,163. The decrease in cash and cash equivalents
was due primarily to placement of assets into fixed
income and equity securities in accordance with the
Companies investment policies. The liquid assets
available as of June 30, 1996, were primarily the result
of proceeds from a stock offering in progress at that
time.
The Company believes that the Companies' present capital
position will be adequate for WMA Life to sustain
operations during the next twelve months. In anticipation
of the ASLAC agreement, WMA Life has been shortening its
investment portfolio to meet the liquidity requirements
of this agreement. WMA Life may also choose to establish
a line of credit with a third party lending source which
could be drawn upon as necessary to fund payments WMA
Life is required to make to acquire new reinsurance in
order to avoid having to sell investments at a time when
market values of such investments may have decreased.
PART II
Item 1. Legal Proceedings.
At June 30, 1997, 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. On or about June
17, 1997, the Company mailed a Notice of Annual Meeting
and Proxy Statement to stockholders of record on June 16,
1997 pursuant to which the Company solicited proxies
relating to its annual meeting of stockholders to be held
at the Grand Hyatt Hotel, 3300 Peachtree Road, Atlanta,
Georgia on Monday, August 11, 1997 at 10:00 a.m. At this
annual meeting, stockholders were asked to: elect four
directors; act upon the selection of KPMG Peat Marwick,
LLP or others as independent auditors of the Company;
ratify the amendment of the Company's by-laws to change
the date of the annual meeting to the second Monday in
August of each year; and transact such other business as
may properly come before the meeting. A copy of the
Company's annual report to stockholders was made
available at the annual meeting and at the annual
national convention of World Marketing Alliance, Inc. be
in Las Vegas, Nevada in August , 1997.
Item 5. Other Information.
None other than as previously stated herein.
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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
4.1 Shareholders' Agreement (2)
4.2 Specimen Stock Certificate (1)
4.3 Subscription Agreement (2)
4.4 Revised Specimen Warrant (3)
4.5 Loan Agreement between WMA Agency and Offering
Subscribers (2)
10.1 Form of Escrow Agreement between Registrant
and Fidelity National Bank as Escrow Agent.(1)
10.2 Form of Promotional Share Escrow Agreement (2)
10.3 Loan Agreement with Money Services, Inc. (2)
10.4 Loan Agreement between Money Services, Inc.
and WMA Agency (2)
10.5 Management Agreement with WMA Management (2)
16.1 Letter on change in Certifying Accountant (4)
23.2 Consent of KPMG Peat Marwick, LLP (5)
[FOOTNOTES ON NEXT PAGE]
FOOTNOTES TO PRECEDING PAGE:
(1) Filed on September 22, 1995 as part of the
registration Statement and incorporated herein by
reference pursuant to Rule 12b-23.
(2) Filed on November 17, 1995 as part of the
Registration Statement and incorporated herein by
reference pursuant to Rule 12b-23.
(3) Filed on December 20, 1995 as part of the
Registration Statement and incorporated herein by
reference pursuant to Rule 12b-23.
(4) Filed on December 21, 1995 as part of the
Registration Statement and incorporated herein by
reference pursuant to Rule 12b-23.
(5) Filed on March 31, 1997 as part of the Company's
1996 10-KSB.
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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 21, 1997
Thomas W. Montgomery, Executive Vice
President, Chief Financial Officer,
Secretary/Treasurer, and Director
