<PAGE> 1
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, 1998
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE EXCHANGE ACT
FOR THE TRANSITION PERIOD FROM _______ TO ________
COMMISSION FILE NUMBER 33-94226-A
THE WMA CORPORATION
(Name of small business issuer in its charter)
DELAWARE 58-2179041
(State or other jurisdiction of (IRS Employer
Incorporation or organization) Identification No.)
11315 JOHNS CREEK PARKWAY, DULUTH, GEORGIA 30097
(Address of principal executive offices)
Issuer's telephone number: (770) 248-3311
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, 1998, there were 2,495,010 shares of common stock (.001
par value) outstanding.
Transitional Small Business Disclosure Format (Check one): Yes No X
--- ---
<PAGE> 2
TABLE OF CONTENTS
PART I
<TABLE>
<CAPTION>
PAGE NO.
--------
<S> <C> <C>
ITEM 1 Financial Statements 3-5
ITEM 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations
PART II
ITEM 1 Legal Proceedings
ITEM 2 Changes in Securities
ITEM 3 Defaults Upon Senior Securities
ITEM 4 Submission of Matters to a Vote of Security Holders
ITEM 5 Other Information
ITEM 6 Exhibits and Reports on Form 8-K
</TABLE>
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
<PAGE> 3
THE WMA CORPORATION
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1998 1997
------------ ------------
ASSETS
<S> <C> <C>
Fixed maturity securities - available for sale (amortized cost
of $16,058,099 and $17,686,390 for 1998 and 1997 respectively) $ 16,347,786 $ 17,782,055
Equity securities - available for sale (cost of $487,733 for 1998 and
1997) 736,515 630,929
------------ ------------
Total investments 17,084,301 18,412,984
Cash and cash equivalents 1,165,377 1,469,663
Investment income due and accrued 245,090 257,629
Reinsurance balances receivable 78,428 183,524
Prepaid expenses 754,618 113,243
Deferred acquisition costs 13,398,025 4,503,338
Deferred organization costs (net of accumulated amortization of $80,347
and $62,128 at 1998 and 1997, respectively) 106,522 124,741
Other assets -- 783
------------ ------------
Total assets $ 32,832,361 $ 25,065,905
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Future policy benefits $ 1,929,709 $ 1,293,917
Reinsurance balances payable 5,926,368 434,443
Accrued expenses 131,746 173,735
Accounts payable 421,200 107,024
Deferred tax liability 1,455,587 980,411
------------ ------------
Total liabilities 9,864,610 2,989,530
Stockholders' equity:
Common stock, par value $.001, 10,000,000 authorized: 2,500,000
and 2,411,742, shares issued in 1998 and 1997, respectively 2,500 2,500
Additional paid-in capital 20,228,973 20,228,973
Accumulated other comprehensive income 354,750 157,670
Retained earnings 2,431,429 1,709,232
Treasury stock, at cost (4,990 and 2,200 for 1998 and 1997,
respectively) (49,900) (22,000)
------------ ------------
Total stockholders' equity 22,967,751 22,076,375
------------ ------------
Total liabilities and stockholders' equity $ 32,832,361 $ 25,065,905
============ ============
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE> 4
THE WMA CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
1998 1997 1998 1997
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Revenues:
Premiums $ 1,801,425 $ 1,196,325 $ 3,530,262 $ 2,264,227
Reinsured policy revenues 731,034 -- 889,991 --
Net investment income 262,017 271,958 512,218 528,672
----------- ----------- ----------- -----------
Total revenue 2,794,476 1,468,283 4,932,471 2,792,899
Benefits and expenses:
Benefits, claims and settlement expenses 961,002 601,301 1,836,419 994,889
Reinsurance premium allowances, net 536,094 345,417 1,008,599 648,859
Amortization of deferred acquisition costs 503,442 (5,540) 628,015 (7,197)
Professional, management, and other expenses 173,998 101,530 363,593 202,789
----------- ----------- ----------- -----------
Total benefits and expenses 2,174,536 1,042,708 3,836,626 1,839,340
----------- ----------- ----------- -----------
Income (loss) before income taxes 619,940 425,575 1,095,845 953,559
Income tax expense (211,311) (194,921) (373,650) (400,073)
----------- ----------- ----------- -----------
Net income (loss) after income taxes $ 408,629 $ 230,654 $ 722,195 $ 553,486
=========== =========== =========== ===========
Basic and diluted income per share $ 0.16 $ 0.10 $ 0.29 $ 0.23
=========== =========== =========== ===========
Weighted-average common shares
outstanding 2,495,593 2,411,742 2,496,523 2,398,468
=========== =========== =========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE> 5
THE WMA CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
1998 1997
----------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 722,195 $ 553,486
Adjustments to reconcile net income to net cash
provided by (used in) operating activities
Amortization 646,233 11,021
Deferred tax expense 373,650 400,073
Change in:
Investment income due and accrued 12,538 (37,298)
Reinsurance balances receivable 105,096 30,396
Deferred acquisition costs (9,522,702) (627,999)
Prepaid expenses (641,375) (41,657)
Other assets 783 --
Future policy benefits 635,792 (31,243)
Reinsurance balances payable 5,491,925 19,011
Accrued expenses (43,905) 113,556
Accounts payable 316,092 (143,296)
----------- -----------
Net cash provided by (used in) operating activities (1,903,676) 246,050
----------- -----------
Cash flows from investing activities:
Proceeds from sales of available-for-sale securities 1,627,290 827,000
Purchase of available-for-sale securities -- (2,266,605)
----------- -----------
Net cash provided by (used in) investing activities 1,627,290 (1,439,605)
----------- -----------
Cash flows from financing activities:
Issuance of common stock -- 1,061,920
Purchase of treasury stock (27,900) --
Increase in due to stockholders -- 51,977
----------- -----------
Net cash provided by (used in) financing activities (27,900) 1,113,897
----------- -----------
Net decrease in cash and cash equivalents (304,286) (79,658)
Cash and cash equivalents at beginning of period 1,469,663 1,980,201
----------- -----------
Cash and cash equivalents at end of period $ 1,165,377 $ 1,900,543
=========== ===========
Supplemental disclosure of cash flow information - interest paid -- --
=========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE> 6
THE WMA CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1998
(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, 1998, there were 2,495,010 shares of common stock
outstanding. The aggregate market value of the common stock held by
non-affiliates computed on the basis of the price at which the stock was sold
was $19,950,100. All warrants previously issued in 1995 have been exercised.
There is no established market for the shares of common stock.
(3) DEFERRED TAX
Deferred income tax liabilities and related expenses are determined in
accordance with Statement of Financial Accounting Standard No. 109 (SFAS No.
109) using an effective federal tax rate of 34%. SFAS No. 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 SFAS No. 109, at June 30, 1998.
(4) ACCOUNTING PRONOUNCEMENTS
In June 1997, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive
Income" (Statement 130). Statement 130 establishes standards for reporting and
displaying comprehensive income and its components in a full set of
general-purpose financial statements. The Company adopted Statement 130
effective January 1, 1998. The primary component of the differences between net
income and comprehensive income for the Company is unrealized gains on
securities. Total comprehensive income for the three months ended June 30, 1998
was $525,167 compared to $433,792 for the three months ended June 30, 1997.
Total comprehensive income for the six months ended June 30, 1998 was $919,275
compared to $486,492 for the six months ended June 30, 1997. In June 1997, the
FASB issued Statement of Financial Accounting Standards No. 131, "Disclosures
about Segments of an Enterprise and Related Information" (Statement 131).
Statement 131 is effective for financial statements for years ending after
December 15, 1997. The Company does not have any separate segments that are
considered material.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
<PAGE> 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Overview
The WMA Corporation ("the Company") is a holding company, owning all of
the outstanding capital stock of WMA Life Insurance Company Limited ("WMA
Life"), a Bermuda life insurance corporation. WMA Life commenced reinsurance
operations at the end of the second quarter of 1996. WMA Life is presently
engaged in providing reinsurance to certain insurance companies ("Ceding Life
Companies") with respect to variable universal life ("VUL") and variable annuity
policies sold through World Marketing Alliance, Inc. ("WMA Agency"). WMA Agency
is separate from The Company.
All of the Company's reinsurance business is generated by the marketing
efforts of WMA Agency which places business with the Ceding Life Companies. As a
consequence, the Company is dependent upon WMA Agency to market those products
which the Company reinsures. As reported to WMA Agency by life insurance
companies, whose products are sold by WMA Agency, and that WMA Agency monitors
on a regular basis, the following table indicates the ratio of applications for
life insurance and annuity policies submitted by WMA Agency which WMA Life
reinsures to total applications submitted by WMA Agency:
<TABLE>
<CAPTION>
Life Insurance Applications Submitted
June 30, 1998 1997 1996
------------- ---- ----
<S> <C> <C> <C>
Western Reserve Life Assurance Company
Of Ohio 78% 82% 85%
American Skandia Life Assurance Corporation
("American Skandia") 0% 0% 0%
Kemper Investors Life Insurance Company
("Kemper") 7% 5% 0%
---- ---- ----
85% 87% 85%
</TABLE>
<TABLE>
<CAPTION>
Annuity Applications Submitted
June 30, 1998 1997 1996
------------- ---- ----
<S> <C> <C> <C>
Western Reserve 41% 0% 0%
American Skandia 15% 13% 5%
Kemper 0% 0% 0%
---- ---- ----
56% 13% 5%
</TABLE>
Due to the terms of the various reinsurance agreements, WMA Life's revenues do
not and are not expected to, bear any relationship to the distribution of
business placed by the companies with whom WMA Agency does business as
illustrated by the above table.
Under a reinsurance agreement, the economic consequences of certain
insurance risks are transferred from the ceding company to the reinsurer.
Depending upon the type of reinsurance agreement, these risks may include
mortality, persistency, expense and investment. Key considerations in evaluating
the risks include industry experience, the ceding company's pricing and
assumptions, the type of product, the ceding company's underwriting practices
and procedures, the type of distribution system, the ceding company's recent
experience and the market for the product.
The Ceding Life Companies retain responsibility for the payment of all
surrender values, commissions and expenses involved in issuing and maintaining
the policies. In addition, the Ceding Life Companies administers the reinsurance
contracts and, on a monthly basis, provide WMA Life with information regarding
premiums, reserves, benefits, claims and settlement expenses for policies
reinsured. Financial activity between the Ceding Life Companies and WMA Life is
settled on either a monthly or quarterly basis in accordance with the terms of
the reinsurance agreements.
<PAGE> 8
MRT Reinsurance
Through the second quarter of 1998, WMA Life's reinsurance indemnity
agreements included two Monthly Renewable Term ("MRT") agreements relating to
VUL policies. MRT reinsurance is a variation of Yearly Renewable Term Insurance.
The reinsurance of the VUL policies includes business previously and currently
being sold through WMA Agency and issued by Western Reserve and Kemper. The
Kemper reinsurance agreement provides for the reinsurance of a portion of all
individual VUL policies sold by WMA Agency. Through the first quarter of 1998,
WMA Life reinsured a portion of all individual VUL policies sold by WMA Agency.
However, commencing April 1, 1998, WMA Life began reinsuring on a coinsurance
and modified coinsurance basis with Western Reserve all Financial Freedom
Builder VUL policies sold through WMA Agency. WMA Life ceased reinsuring
Financial Freedom Builder VUL policies sold after March 31, 1998 on a MRT basis.
(See discussion under "Coinsurance and Modified Coinsurance" below.) Freedom
Financial Builder VUL policies previously reinsurance on a MRT basis will
continue to remain in force. Under the MRT reinsurance agreements with Western
Reserve and Kemper, WMA Life assumes a portion of the mortality risk related to
the VUL policies written by the ceding companies. Settlements made under these
agreements are made on a monthly basis.
Coinsurance and Modified Coinsurance
Under a coinsurance arrangement, WMA Life assumes a proportionate share
of the insurance risks and expenses and receives a proportionate share of the
premiums or revenues associated with the underlying policies. The insurance
risks include mortality, lapses, cash surrenders and investment risks.
Additionally, under coinsurance, WMA Life must establish a proportionate share
of the policy reserves. Modified coinsurance is a variation of coinsurance.
Modified coinsurance is similar to coinsurance except that reserves and assets
related to the reserves that would otherwise be recorded and held by the Company
are retained by the ceding company. Modified coinsurance is used primarily for
products that develop cash values which allows the ceding company to retain the
associated assets for investment purposes. Under coinsurance and modified
coinsurance the mortality and investment risks are reinsured on the same plan as
that of the original policy. The ceding companies and the reinsurer share in
these risks in the same manner.
A decline in investment yields is expected to cause a decrease in the
Company's investment income and revenues under its coinsurance and modified
coinsurance agreements. Accordingly, the Company's income (loss) before income
taxes will be smaller. Conversely, an increase in investment yields is expected
to have the opposite effect. If mortality experience is worse than assumed
(i.e., higher claims), it is expected to cause an increase in Benefits, Claims
and Settlements, and a decrease in current and future revenues that would have
otherwise resulted from the policies reinsured. Conversely, if mortality
experience is better than assumed (i.e., lower claims), it is expected to cause
a decrease in Benefits, Claims and Settlements, and an increase in current and
future revenues that would have otherwise resulted from the policies reinsured.
In July of 1997, WMA Life executed a reinsurance agreement with
American Skandia on a modified coinsurance basis, a variation of coinsurance.
This agreement provides for the reinsurance of a portion of all Imperium
variable annuity policies sold by WMA Agency commencing as of January 1, 1997.
Settlement is made under this agreement on a monthly basis. The Imperium
policies are products exclusively distributed and sold by WMA Agency.
Effective January 1, 1998, WMA Life commenced reinsurance on a
coinsurance and modified coinsurance basis with Western Reserve of all Freedom
Wealth Creator variable annuity policies sold through WMA Agency. This agreement
will enable the Company to participate in revenues arising principally from
mortality and expense charges, sales charges associated with surrenders,
credited interest rate spreads, administrative charges and asset based
allowances. Settlement under this agreement is made on a quarterly basis.
Beginning as of April 1, 1998, WMA Life began reinsuring on a
coinsurance and modified coinsurance basis with Western Reserve all Financial
Freedom Builder VUL policies sold through WMA Agency. This new agreement enables
the Company to participate in revenues arising principally from mortality and
expense charges, cost of insurance charges, sales charges associated with
surrenders, credited interest rate spreads, administrative charges and asset
based allowances. Coincidental with this new agreement, WMA Life ceased
reinsuring Financial Freedom Builder VUL policies sold after March 31, 1998 on a
MRT reinsurance basis. Settlement under this agreement is made on a quarterly
basis.
At June 30, 1998, WMA Life's reinsurance inforce constituted 179,369
life insurance policies with an aggregate face amount of $5.23 billion. This is
an increase of 12,165 life insurance policies and $573 million of inforce face
amount from March 31, 1998. As of June 30, 1998, WMA Life had reinsurance
inforce for 5,812 variable annuity policies with reinsured annuity contract
benefits of $90.43 million. This is an increase of 2,460 annuity policies and
$34.95 million of annuity contract benefits from March 31, 1998.
<PAGE> 9
The following table indicates the percentage of WMA Life's reinsurance
revenues derived from the Ceding Life Companies:
<TABLE>
<CAPTION>
JUNE 30, 1998 1997 1996
------------- ---- ----
<S> <C> <C> <C>
Western Reserve 89.7% 95.5% 100%
American Skandia 8.5 3.6 --
Kemper 1.8 0.9 --
---- ---- ---
Total 100% 100% 100%
</TABLE>
Accounting
WMA Life recognizes premiums as earned on MRT reinsurance for the
mortality risk reinsured. Revenues that are reported in the period reflects
policy mortality and expense charges, policy administration charges, asset-based
allowances and deferred sales charges that have been assessed against the
reinsured policy account balances under the coinsurance and modified coinsurance
agreements, as they relate to universal life-type contracts.
Net investment income is the gross income earned from the invested
assets less the investment management expenses and custodial fees.
Life insurance claims settled and the change in the liability for
future policy benefits relating to MRT reinsured VUL policies are recorded as
Benefits, claims and settlement expenses on the Consolidated Financial
Statements. The liability for future policy benefits was recorded on the balance
sheet at $1.93 million at June 30, 1998 as compared to $1.29 million at December
31, 1997. The liability for future policy benefits includes the liability for
the fixed account portion of the Western Reserve variable annuity and VUL
policies.
WMA Life also recognizes costs that vary with an are directly
associated with the acquisition of the reinsured policies. These costs include
actuarial, legal and accounting fees, and salaries and expenses incurred
directly by WMA Life, and reinsurance allowances paid to the Ceding Life
Companies in accordance with the reinsurance agreements. These expenses are
deferred to the extent that such costs are deemed recoverable from future policy
revenues in accordance with Generally Accepted Accounting Principles ("GAAP")
and are recorded as deferred acquisition costs on the balance sheet. Deferred
acquisition costs are amortized over the lives of the underlying policies (with
regard to the terms of the reinsurance agreement), in proportion to the ratio of
revenues collected during the then current period to total anticipated revenues.
Deferred acquisition costs increased $8.89 million in 1998 to $13.40 million at
June 30, 1998. Amortization of deferred acquisition costs is recorded on the
Consolidated Financial Statements.
Professional fees, management fees and other expenses include expenses
incurred for salaries paid, actuarial, legal, and accounting services received.
Amortization of deferred organization costs, interest expense and miscellaneous
operating expenses are also included.
RESULTS OF OPERATIONS
Six Months Ended June 30, 1998 Compared to Six Months Ended June 30, 1997.
Revenues. The Company's revenues increased by $2.14 million, or 77%, to
$4.93 million in 1998 from $2.79 million in 1997. The increase was attributable
primarily to the growth in premiums associated with the Western Reserve MRT
agreement. Further, revenue increase of $469,000 was attributable to the
variable annuity coinsurance and modified coinsurance agreements WMA Life
entered into with American Skandia during 1997 and with Western Reserve in 1998,
and $421,000 was attributable to the VUL coinsurance and modified coinsurance
agreement WMA Life entered into with Western Reserve beginning April 1, 1998.
The revenue increase of $731,000 over first quarter revenues of $159,000 is
largely attributable to the new VUL coinsurance and modified coinsurance
agreement.
Premiums. Premiums increased by $1.27 million, or 56%, to $3.53 million
in 1998 from $2.26 million in 1997. The increase was attributable primarily to
the growth in premiums associated with a MRT reinsurance agreement WMA Life
entered into with Western Reserve during the second quarter of 1996, and to a
much lesser extent to a MRT agreement executed during the fourth quarter of 1996
with Kemper. The increase in premiums was due to an increase in the number and
reinsured amount of VUL policies sold by WMA Agency. Policies reinsured on a MRT
basis increased by 41,632, or 35%, from 120,048 in 1997 to 161,680 in 1998.
However, policies inforce on a MRT basis increased in the second quarter from
165,775 to 161,680 due to the discontinuation of Freedom Financial Builder VUL
policies reinsurance on a MRT basis. Consequently, management expects inforce
business to decline as policyholders terminate their policies either as a result
of surrender or premium lapse. Nonetheless, premium revenue is anticipated to
continue increasing on the MRT business for the next several years.
Net Investment Income. Net investment income decreased by $16,000 to
$512,000 in 1998 from $528,000 in 1997. Investment income is earned from the
investment in securities (fixed income and equity) and cash equivalents.
Investment expenses of $30,000 and $34,000 for 1998 and 1997, respectively,
related to investment advisor fees and custodial fees which were netted with
gross investment income. Controlling interest in Falcon Asset Management, Inc.
("Falcon"), the Company's outside investment advisor and manager recently
changed. Falcon advised the Company that it was terminating their engagement as
of the end of May, 1998. In June, the Company retained the services of Conning
Asset Management Company to act as its outside investment advisor and manager.
The Company is unaware of any affiliation of the former manager nor the new
manager with the Company, WMA Agency or the Ceding Life Companies.
<PAGE> 10
Benefits, Claims and Settlement Expenses. Benefits, claims and
settlement expenses increased by $842,000, or 85%, to $1.84 million in 1998 from
$995,000 in 1997. This increase primarily resulted from an increase in volume of
in force business. The amount of business inforce at June 30, 1998, was $5.23
billion as compared to $3.37 billion at June 30, 1997, which represented a $1.86
billion, or 55% increase.
The Company's profitability, in part, depends on the volume and amount
of death claims incurred. While death claims are reasonably predictable over a
period of many years, claims become less predictable over shorter periods and
are subject to fluctuation from quarter to quarter and year to year. A
retrocession agreement has been entered coincidental with the reinsurance of the
Western Reserve VUL business on a coinsurance and modified coinsurance basis
which has resulted in an increase in the mortality rises assumed by WMA Life.
The retrocession agreement under which WMA Life will retrocede standard
mortality risks in excess of $100,000 per life. The retrocession agreement will
serve to reduce the impact of fluctuations in death claims from quarter to
quarter and year to year.
Reinsurance Premium Allowances, Net. Net reinsurance premium allowances
increased by $360,000, or 56%, to $1.01 million in 1998 from $649,000 in 1997.
Gross reinsurance premium allowances represent a portion of reinsurance premiums
paid or allowed by WMA Life to the ceding companies for each policy reinsured. A
certain portion of the gross reinsurance allowances related to the production of
new business was primarily related to the Company's share of commissions,
certain development costs and other expenses related to the production of new
business incurred by the Ceding Companies on the business reinsured. These
amounts have been deferred to the extent that such costs are deemed recoverable
from future policy revenue in accordance with GAAP. The balance of those amounts
not deferred are reflected as net reinsurance premium allowances and are often a
level percentage of individual policy revenues (e.g., renewal reinsurance
allowances). Similar to the increase in benefits, claims and settlement
expenses, the increase in net reinsurance premium allowances was due to an
increase in the volume of business in force and placement of the reinsured
variable annuity and the coinsured VUL business.
Professional Fees, Management Fees and Other Expenses. Professional
fees, management fees and other expenses increased by $161,000, or 79%, to
$364,000 in 1998 from $203,000 in 1997. The increase in expenses was primarily
associated with an increase in the amount of reinsurance business activities and
expenses relating to the administration of the Company. During 1998, the Company
hired four employees, thus incurring additional expenses relating to salaries
and benefits.
Amortization of Deferred Acquisition Costs. Amortization of deferred
acquisition costs increased to $628,000 in 1998. The increase in amortization of
deferred acquisition costs was attributable primarily to increased revenues
associated with business reinsured and with the placement of new business.
The deferred acquisition cost balance is equal to the prior period
deferred acquisition cost balance, plus interest, and acquisition costs
capitalized, less amortization as a function of premium revenue. Amortization of
deferred acquisition costs is equal to amortization as a function of premium
revenue, less interest capitalized. During the second quarter of 1997, interest
capitalized exceeded amortization as a function of premium revenue, creating a
negative balance. As each block of reinsured policies ages under the MRT
reinsurance agreements, amortization as a function of premium revenue will
exceed interest capitalized. An increase of $503,000 from first quarter is
largely attributable to the new VUL coinsurance and modified coinsurance
agreement. The increase policy acquisition costs, consisting primarily of
allowances, under the coinsurance and modified coinsurance agreement as compared
to that under the MRT agreements is largely attributable to the gross premiums
paid under each agreement, respectively. First year gross premiums paid were
$2,581,685 under the VUL coinsurance agreement for the second quarter as
compared to $504,335 first year MRT reinsurance premiums paid. There is no prior
comparable period.
Income Taxes. Income taxes decreased by $26,000 to $374,000 in 1998
from $400,000 in 1997. The Company's effective tax rate was 34% in 1998 and 42%
in 1997. The higher effective tax rate in 1997 was due to the reversal of a
valuation allowance for deferred tax assets.
Net Income. As a result of the foregoing, net income for the six-month
period ended June 30, 1998, was $722,000 compared to $553,000 for the six-month
period endedJune 30, 1997.
<PAGE> 11
LIQUIDITY AND CAPITAL RESOURCES
Historically, the principal sources of the Company's cash flow have
been premiums received from Ceding Companies, investment income, maturing
investments and proceeds from sales of invested assets and the Company's Common
Stock. Premiums are generally received in advance of related claims payments. In
addition to the need for cash flow to meet operating expenses, the liquidity
requirements of the Company relate primarily to the payment of gross reinsurance
allowances, operating expenses, investment purchases, and reinsurance claims.
The Company's cash requirements for operating expenses will consist of
salary and benefits; management service fees; investment management and
custodial account fees; accounting and consulting services fees; expenses
related to regulatory issues and compliance with corporate and tax matters; and
other incidental administrative expenses. Prior to 1998, the Company incurred no
expense for salary and benefits because it had no employees. The Company has
hired several employees during the second quarter of 1998. The Company incurred
no capital expenditures in 1997 or through the second quarter of 1998.
<PAGE> 12
For the period ended June 30, 1998, net cash flows used in operating
activities were $1.90 million, compared to net cash provided by operating
activities of $246,000 for the period ended June 30, 1997. This change is due
primarily to additional cash required to reimburse the Ceding Life Companies for
reinsurance allowances as a result of the new coinsurance and modified
coinsurance agreements with Western Reserve in 1998. For the first half of 1997,
the Company only had two MRT agreements in place which provided a small amount
of revenue. To reimburse the Ceding Life Companies for such allowances for the
first six months of 1998, the Company has used its invested assets. The net cash
provided by investing activities for the period ended June 30, 1998 was $1.63
million compared to net cash used in investing activities of $1.44 million for
the period ended June 30, 1997. The Company received cash from the issuance of
common stock in the first half of 1997 which allowed the Company to purchase
additional investments. The net cash used in financing activities was $28,000
for the period ended June 30, 1998 compared to net cash provided by financing
activities of $1.11 million for the period ended June 30, 1997. The Company
purchased a small amount of stock from its shareholders which represented the
cash from financing activities for 1998.
The Company has no assets other than the stock of WMA Life and invested
assets. The Company will rely on income from its invested assets and dividends
from WMA Life to meet holding company cash requirements.
The minimum solvency margin for WMA Life as a long-term insurer under
Bermuda regulations is $250,000. As of December 31, 1997, WMA Life had total
statutory capital and surplus of $6,407,578. The amount available for
distribution of dividends is $6,157,578. Additionally, the amount available for
dividend distribution must be supplied through liquid assets. WMA Life meets
this requirement as the amount of invested assets and quoted investments and
cash was greater than $6,157,578.
The Company's primary source of liquidity was $1.16 million in cash and
cash equivalents at June 30, 1998, a decrease of $735,000 from the prior
comparable period. The Company's fixed income portfolio represents over 96% of
the total invested assets, and has an average quality rating of Aa3 by Moody's.
The Company's sources of earnings will expand from gains from mortality
under the MRT reinsurance agreements, and will now include expense charges, cost
of insurance charges, sales charges associated with surrenders, credited
interest rate spreads, administrative charges and asset based allowances.
As a result of the new reinsurance agreements with Western Reserve, the
Company will require substantially greater amounts of cash to make payments to
Western Reserve than it has been required to make under its MRT agreement.
During the first year in which a policy is reinsured on a coinsurance basis, the
Company is required to reimburse Western Reserve for acquisition costs,
including first year commissions and issuance expenses. Under the MRT
reinsurance agreements, premiums vary in proportion to expected mortality claims
reinsured. The first year a policy is reinsured under the MRT agreements the
Company's cash outlay is approximately equal to death benefit claims;
thereafter, in renewal policy years, it is anticipated no further cash outlays
will occur.
Under the Western Reserve VUL Coinsurance and Modified Coinsurance
agreement, since the Company is reinsuring risk on the same plan as that of the
original policy, reinsurance premiums are materially greater than premiums paid
on the MRT reinsurance--perhaps as much as fifteen times or more. Accordingly,
because of the type of reinsurance and the plan reinsured, the cash outlays
could be as much as, or more than, the first year premium paid. The Company's
net cash outflows in the first year not only consist of death claims, as found
on the MRT reinsurance, but also reinsurance expense allowances that reimburse
the ceding company for the Company's share of expenses associated with its
acquisition costs, such as commissions and issuance expenses. In addition,
maintenance expense allowances are paid that reimburse the ceding company for
the Company's share of maintenance expenses on business reinsured.
The Company believes that the sources of cash from the 1995 offering
will be sufficient to meet the Company's cash needs until October 1998 with
respect to the administration of WMA Life's current MRT agreements with Western
Reserve and Kemper, its variable annuity coinsurance agreements with American
Skandia and Western Reserve, and its new VUL reinsurance agreement with Western
Reserve.
In recognition of these liquidity requirements, during the first
quarter of 1998, the Company contributed additional capital to WMA Life through
a transfer of assets, and corresponding due and accrued investment income, with
an amortized cost of approximately $10.16 million.
The Company intends to offer shares of common stock sometime during the
balance of 1998 to provide sufficient capital to fund payments of reinsurance
allowances to Western Reserve in relation to the new VUL agreement. If an
offering is not consummated, or if the Company's cash requirements are greater
than anticipated, the Company may have to resort to other methods of raising the
necessary capital to finance its growth, such as borrowing from financial
institutions or the sales of additional securities in other private or public
offerings. There can be no assurance that such alternatives would be available
to the Company at an acceptable cost, if at all. If the offering is not
consummated and alternative sources of financing cannot be obtained at an
acceptable cost, the Company may seek to terminate or amend the new reinsurance
agreements in light of available capital. The termination or amendment of the
new reinsurance agreements would result in a material disruption in the
Company's growth and business plans.
The Company's reinsurance agreements provide security to the Ceding
Life Companies through a Letter of Credit ("LOC") for the benefit of the Ceding
Life Companies. The Company is in the process of increasing existing, and
obtaining additional, LOC's with WRL as beneficiary, from $2.0 million to $7.0
million in support of anticipated reserve credits, under each of the reinsurance
agreements in place with WRL, through June, 1999. WMA Life also has previously
secured a LOC of $30,000 in favor of Kemper. The LOCs were issued by IBJ
Schroder, the Company's custodian, and collateralized by the Company's assets
held with the custodian. If determined to be necessary, WMA Life will develop
facilities for future LOCs and trust arrangements in support of additional
reinsurance agreements.
<PAGE> 13
YEAR 2000 COMPLIANCE
The Company has reviewed its internal business systems and believes its systems,
primarily its computer systems, will process date information accurately and
without interruption when required to process dates in the year 1999 and beyond.
The Company has discussed the year 2000 issue with the Ceding Life Companies and
the steps they have taken to address the situation. The Company believes its
operations will not be affected. The Company has not been required to expend
significant resources to address the year 2000 issue and does not anticipate any
significant expenditures.
The Company has performed an initial assessment of its internal
business systems with regards to their ability to accurately process date
information in the year 1999 and beyond. This assessment has focused primarily
on the Company's computer systems as the Company's business centers around the
processing of financial data and is not significantly impacted by embedded
technology such as micro controllers. As part of this assessment, the Company
has also discussed the year 2000 issue with the Ceding Life Companies and the
steps they have taken to address the situation.
The Company is dependent on the data processing systems of the Ceding
Life Companies for the year 2000 and beyond. Due to this dependence, the failure
of the systems of the Ceding Life Companies to be year 2000 complaint could have
a material adverse effect upon the Company, as a result of business interruption
or loss of revenue sources.
Currently, the Company is monitoring this risk via continued
communications with the Ceding Life Companies regarding the status of their year
2000 readiness.
Due to the nature of its internal computer systems, the Company does
not incur significant recurring technology costs and has not been required to
expend significant resource to address the year 2000 issue. In addition, as the
Company will not be required to incur significant costs related to system
replacement, but rather is primarily monitoring third party suppliers, the
estimated future costs of remediation will primarily consist of personnel costs.
In the event that the Ceding Life Companies are not year 2000
complaint, the Company's operations could be significantly impacted dependent
upon the ability of the Company to enter into reinsurance agreements with other
companies at the same or similar terms.
FORWARD-LOOKING STATEMENTS
Certain statements made in this report are "forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995, and
are subject to the safe harbor provisions of that Act. These statements include,
but are not limited to relating to increases in reinsurance revenues and net
income in future period resulting from, among other things, the Company
expanding the types of reinsurance written, expanded reinsurance capacity and
investment results. Because such forward-looking statements involve risks, both
known and unknown, and uncertainties, these are important factors that could
cause actual results to differ materially from those expressed or implied by
such forward-looking statements, including, but not limited to, changes in the
Company's relationship with World Marketing Alliance, Inc. ("WMA Agency"),
changes in the public's acceptance of variable insurance and annuity products,
adverse reinsurance experience, possible loss of key management personnel,
increased competition from within the insurance industry, the extent to which
the Company is able to develop new reinsurance programs and markets for its
reinsurance, new regulatory initiatives aimed at the Company or WMA Agency,
changes in the control of the Company, and the availability capital on
acceptable terms and other factors discussed in this report.
<PAGE> 14
PART II
ITEM 1. LEGAL PROCEEDINGS
At the June 30, 1998, neither the Company nor its subsidiaries were
involved in any legal proceedings.
ITEM 2. CHANGES IN SECURITIES.
Stock Options.
On June 8, 1998, the Company's Board of Directors, subject to
ratification of the stockholders of the Company at its 1998 annual meeting,
authorized a 1998 stock option plan for the directors, officers and employees of
the Company (the "Plan") that contemplates the issuance of up to 900,000 shares
of the Company's authorized, but unissued, Common Stock upon the exercise of
options granted under the Plan.
Options issued under the Plan are non-transferable (except by will or
the laws of descent and distribution in the event of death), shall have a term
of five (5) years, and become exercisable on the third anniversary of an
optionee's date of hire, appointment or election, provided the optionee at that
time has been a director, officer or employee of the Company for at least one
year after the date of grant. Upon termination of an optionee's service as
director, officer, or employee of the Company for reasons other than retirement,
death or permanent and total disability, the option and the optionee's rights
thereunder shall terminate. No option may be granted after June 1, 2008, the
expiration date of the Plan, although the exercise period of previously granted
options may extend beyond that date. Options become immediately exercisable upon
a change in control of the Company, as defined in the Plan. The per share
exercise price of options granted under the Plan is generally the fair market
value of a share of Common Stock on the date of grant and is payable in cash at
the time of exercise. With respect to options granted in 1998, the exercise
price is the price per share of shares to be offered in its proposed
subscription offering ("Subscription Offering"), for which the Company recently
filed a registration statement with the Securities and Exchange Commission. The
Plan will be administered by the Audit and Compensation Committee created by the
Board of Directors on the above date. The Board of Directors may amend or
terminate the Plan at any time except that stockholder approval of any amendment
must be obtained whenever necessary to comply with applicable legal
requirements.
On the above date, the Board of Directors also authorized the grant of
options under the Plan to purchase up to 450,000 shares of Common Stock to
several directors, officers and employees of the Company, including 300,000
shares to Mr. Humphrey, a director and President of the Company. Notwithstanding
Mr. Humphrey's present stock ownership, the Board of Directors granted these
options to Mr. Humphrey as further recognition of his contributions to the
growth of the Company. The exercise price of these options is the price of
shares to be offered by the Company in its proposed Subscription Offering. The
Company will receive no monetary consideration for granting these options. The
shares owned by the option holders upon exercise of their options will not be
registered in the subscription offering or otherwise and shall be considered
restricted shares which may only be resold pursuant to an effective registration
statement, an exemption from registration, or Rule 144.
If the stockholders do not approve the Plan, all outstanding options will be
rescinded.
Warrants.
On June 8, 1998, the Company's Board of Directors, subject to
ratification of the stockholders of the Company at its 1998 annual meeting,
authorized the issuance of warrants to purchase up to 600,000 shares of the
Company's Common Stock ("Warrants") to key management employees of WMA Agency
and its affiliated corporations. The Board of Directors then authorized the
issuance of Warrants with respect to 250,000 of these shares to certain key
management employees of WMA Agency as consideration for the agreement of WMA
Agency to use
<PAGE> 15
its "best efforts" to encourage life insurance companies whose policies it sells
to reinsure such policies with the Company. On July 2, 1998, the Board of
Directors expanded the persons to whom Warrants could be issued to include
independent sales agents contractually associated with WMA Agency and increased
to 400,000 the number of Warrants to be issued to WMA Agency as consideration
for the agreement referred to in the preceding sentence. There will be no
monetary consideration given to the Company for the issuance of Warrants. No
Warrants will be issued to officers or directors of the Company.
The Warrants will have a six-year term and will be non-transferable
except by will and by the applicable laws of descent and distribution. The
exercise price per share of the Warrants issued in 1998 will be the price per
share as provided in the Company's proposed Subscription Offering. Thereafter,
the price will be the fair market per share value of the Company's Common Stock
on the date of issue. Twenty percent (20%) of a Warrant may be exercised for
each year after the date in which the Warrant holder has been continuously
employed by, or contractually associated with, WMA Agency. Warrants may only be
exercised during the period commencing on the first anniversary date of issuance
and ending on the sixth anniversary date of issuance. A Warrant may not be
exercised in any year of the exercise period unless the following conditions are
satisfied: (1) The Warrant holder is an employee of, or independent sales agent
contractually associated with, WMA Agency on the date of each exercise, and (2)
the Company has achieved the new reinsurance premium target established by the
Board of Directors for such year, based upon actual new premium production for
the immediately preceding year. If the target premium production level is not
attained by the Company in a given year, the portion of the shares exercisable
under the Warrant with respect to such year would be forfeited and no longer
exercisable. The Board of Directors believes that the above limitations upon the
exercise of the Warrants will encourage the management of WMA Agency to assist
the Company in achieving targeted growth in its reinsurance business. Neither
the Warrants nor the Common Stock to be issued upon exercise of the Warrants
will be registered. The Common Stock shall be considered restricted shares,
which may only be resold pursuant to an effective registration statement, an
exemption from registration, or Rule 144. There are no registration rights
contained in the terms of the Warrant.
If the stockholders do not approve the issuance of Warrants, all
outstanding Warrants will be rescinded.
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 to the stockholders during the period covered
by this point. The Company's Annual Meeting of stockholders originally scheduled
for August 10, 1998 has been postponed. The Company has rescheduled the Annual
Meeting to September 8, 1998.
ITEM 5. OTHER INFORMATION.
As reported in the Company's quarterly report for the period ended
March 31, 1998, the Company reinsures VUL and variable annuity products marketed
by an affiliated company, World Marketing Alliance, Inc. ("WMA Agency"). These
products are treated as securities under federal and state securities laws. In
order to sell these products, the sales associates of WMA Agency must be
individually licensed by the National Association of Securities Dealers ("NASD")
and must become affiliated with a registered securities broker-dealer. WMA
Securities, Inc. ("WMAS") is a registered broker-dealer having common ownership
with WMA Agency. All of the sales associates of WMA Agency who are licensed to
sell VUL and variable annuity products are registered representatives of WMAS.
<PAGE> 16
As a registered broker-dealer, WMAS's operations are subject to
periodic examinations and review by both the NASD and the Securities and
Exchange Commission ("SEC"), a federal agency. In September, 1997, the Atlanta
District Office of the SEC examined the operations of WMAS. On February 3, 1998,
WMAS received a letter from the SEC setting forth certain alleged deficiencies
and violations of the Securities Exchange Act of 1934 pertaining to net capital
requirements, record keeping and other compliance matters. In response to this
letter, WMAS subsequently engaged a consultant to make recommendations to WMAS
on how to improve its compliance practice and has notified the SEC I it's
response that it plans to implement the consultant's recommendations.
Implementation of these recommendations will involve significant capital
expenditures by WMAS and could lead to a disruption of WMAS' business.
The Company understands that it is not the current policy of the SEC to
issue any written advice as to whether the steps taken by a recipient of a
deficiency letter to address alleged deficiencies are adequate or satisfactory,
therefore, it is unlikely that WMAS will receive any indication from the SEC
regarding the adequacy of the corrective action that it has taken or intends to
take, until the SEC conducts a subsequent examination of the operations of WMAS
and the alleged deficiencies contained in the current deficiency letter are no
longer found to exist. WMAS cannot determine when and if the SEC will conduct a
subsequent examination of its operations nor can it predict the outcome of such
examination should it occur.
WMAS has advised the Company that the SEC, through its Enforcement
Division, has initiated a formal investigation to determine whether any federal
securities laws have been violated. If this investigation reveals one or more
violations of the federal securities laws, the Enforcement Division may
recommend the imposition of sanctions against WMAS. These sanctions, should they
be imposed, could take various forms, including but not limited to, the
imposition of monetary penalties which can be quite substantial depending upon
the nature and severity of the violation, heightened regulatory scrutiny by the
SEC and NASD, and the temporary suspension or permanent revocation of WMAS's
registration or of the licenses of WMA Sales Associates resulting in the
broker-dealer inability to continue operations.
There can be no assurance that the SEC, through its Enforcement Division, after
completing its investigation will not seek to impose sanctions against WMAS,
which if substantial could impair the financial and operation condition of WMAS.
If the WMA Sales Associates are no longer able to maintain their licenses with
WMAS, a disruption of the sales of new VUL and variable annuity products would
result until the WMA Sales Associates could become registered with another
broker-dealer. There can be no assurance, however, that WMAS Sales Associates
could register with another broker-dealer. Consequently, such disruption could
cause a significant interruption in the production of new business reinsured by
the Company due to the Company's dependence upon WMA Agency and WMA Sales
Associates for the marketing of new VUL and variable annuity policies which the
Company may then reinsure.
WMA Agency recently has been engaged in discussions with AEGON relating
to a possible restructuring of WMA Agency in a manner which would ore fully
utilize the resources of AEGON. The administrative functions of WMA Agency would
be turned over to a new administrative services corporation of which AEGON would
become a majority owner. Also discussed as the possibility of AEGON taking a
minority position in WMA Agency (which would then be a marketing entity only)
and the creation of a WMA Agency stock incentive program for key WMA Sales
Associates and employees of WMA Agency. WMA Agency's management feels that such
a restructuring would greatly enhance its ability to recruit and retain quality
sales associates and employees, provide WMA Sales Associates with additional
incentive to produce a greater volume of profitable business and make available
AEGON resources to WMA Agency.
Management intends to continue negotiations with representatives of
AEGON toward achieving a definitive agreement in the near future. There can be
no assurance that these negotiations will lead to a definitive agreement
encompassing the restructuring of WMA Agency, nor can it be determined at this
time, how such an agreement, if achieved, will affect the Company.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
<PAGE> 17
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
No reports were required to be filed on Form 8-K.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------ ----------------------
<S> <C>
3.1 Articles of Incorporation(1)
3.2 Amendment to Articles of Incorporation changing name of Company to "The WMA Corporation". (2)
3.3 By-laws(1)
3.4 Amendment to By-Laws re Related Party Transactions(3)
4.1 Specimen Stock Certificate(4)
4.2 1998 Stock Option Plan(5)
4.3 Form of Warrant(5)
4.5 Loan Agreement between WMA Agency and Offering Subscribers(6)
10.1 Loan Agreement with Money Services, Inc. and WMA Agency(6)
10.2 Modification of Loan & Security agreement between Money Services, Inc. and WMA Agency(7)
10.3 Corporate Services Agreement with World Marketing Alliance,
Inc. (filed by amendment)
10.4 Reinsurance Agreement between WMA Life Insurance Company Limited and Western Reserve Life Assurance
Company of Ohio dated July 9, 1996. (7)
10.5 Automatic Variable Annuity Reinsurance Agreement between Western Reserve Life Assurance Company of
Ohio and WMA Life Insurance Company Limited effective January 1, 1998 (filed by amendment)
10.6 Automatic Variable Universal Life Reinsurance Agreement between Western Reserve Life Assurance Company
of Ohio and WMA Life Insurance Company Limited effective April 1, 1998 (filed by amendment)
27.1 Financial Data Schedule (Attached) (for SEC use only)
</TABLE>
[FOOTNOTES ON NEXT PAGE]
<PAGE> 18
FOOTNOTES TO PRECEDING PAGE:
(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 May 15, 1998 as an Exhibit to Quarterly Report on Form 10-QSB
and incorporated by reference pursuant to Rule 12b-32.
(3) Filed on June 9, 1998 as an Exhibit to the Registration Statement and
incorporated herein by reference pursuant to Rule 12b-32.
(4) Filed on September 22, 1995 as an Exhibit to the Registration
Statement and incorporated herein by reference pursuant to Rule
12b-32.
(5) Filed on July 2, 1998 as an Exhibit to the Preliminary Proxy Statement
and incorporated herein by reference pursuant to Rule 12bh-32.
(6) Filed on November 17, 1995 as an Exhibit to the Registration Statement
and incorporated herein by reference pursuant to Rule 12b-32.
(7) Filed on May 15, 1998 as an Exhibit to Quarterly Report on Form 10-QSB
and incorporated herein by reference pursuant to Rule 12b-32.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
<PAGE> 19
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) The WMA Corporation
<TABLE>
<S> <C> <C>
By (Signature/Title) /s/ Edward F. McKernan (SEAL) Date: August 14, 1998
Edward F. McKernan, Senior Vice
President, Chief Financial Officer,
Actuary, and Director
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 7
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF WMA CORPORATION FOR THE SIX MONTHS ENDED JUNE 30, 1998
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<DEBT-HELD-FOR-SALE> 16,347,786
<DEBT-CARRYING-VALUE> 0
<DEBT-MARKET-VALUE> 0
<EQUITIES> 736,515
<MORTGAGE> 0
<REAL-ESTATE> 0
<TOTAL-INVEST> 17,084,301
<CASH> 1,165,377
<RECOVER-REINSURE> 78,428
<DEFERRED-ACQUISITION> 13,398,025
<TOTAL-ASSETS> 32,832,361
<POLICY-LOSSES> 1,929,709
<UNEARNED-PREMIUMS> 0
<POLICY-OTHER> 0
<POLICY-HOLDER-FUNDS> 0
<NOTES-PAYABLE> 0
0
0
<COMMON> 2,500
<OTHER-SE> 22,965,251
<TOTAL-LIABILITY-AND-EQUITY> 32,832,361
3,530,262
<INVESTMENT-INCOME> 512,218
<INVESTMENT-GAINS> 0
<OTHER-INCOME> 889,991
<BENEFITS> 1,836,419
<UNDERWRITING-AMORTIZATION> 628,015
<UNDERWRITING-OTHER> 1,008,599
<INCOME-PRETAX> 1,095,845
<INCOME-TAX> 373,650
<INCOME-CONTINUING> 722,195
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 722,195
<EPS-PRIMARY> 0.29
<EPS-DILUTED> 0.23
<RESERVE-OPEN> 0
<PROVISION-CURRENT> 0
<PROVISION-PRIOR> 0
<PAYMENTS-CURRENT> 0
<PAYMENTS-PRIOR> 0
<RESERVE-CLOSE> 0
<CUMULATIVE-DEFICIENCY> 0
</TABLE>
