<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 SEPTEMBER 30, 2000
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE EXCHANGE ACT FOR
THE TRANSITION PERIOD FROM _______ TO ________
COMMISSION FILE NUMBER 0-23637
THE WMA CORPORATION
(Name of small business issuer in its charter)
DELAWARE 58-2179041
(State or other jurisdiction of (IRS Employer Identification No.)
Incorporation or organization)
11315 JOHNS CREEK PARKWAY, DULUTH, GEORGIA 30097
(Address of principal executive offices)
(770) 248-3311
(Issuer's telephone number)
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 October 31, 2000, 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
ITEM 2 Management's Discussion and Analysis or Plan of Operation 10
PART II
ITEM 1 Legal Proceedings 19
ITEM 2 Changes in Securities and Use of Proceeds 19
ITEM 3 Defaults Upon Senior Securities 20
ITEM 4 Submission of Matters to a Vote of Security Holders 20
ITEM 5 Other Information 21
ITEM 6 Exhibits and Reports on Form 8-K 21
</TABLE>
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
2
<PAGE> 3
THE WMA CORPORATION
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
2000 1999
------------- ------------
(UNAUDITED)
ASSETS
<S> <C> <C>
Fixed maturity securities - available for sale (amortized cost of
$5,841,256 and $2,118,705 for 2000 and 1999, respectively) $ 5,828,331 $ 2,054,231
Cash and cash equivalents 3,153,757 3,475,950
Investment income due and accrued 90,951 19,443
Reinsurance balances receivable 1,465,976 2,985,937
Reinsured policy loans 761,026 286,963
Deferred acquisition costs 42,500,788 39,750,100
Prepaid expenses 53,538 346,894
Fixed assets (net of accumulated depreciation of $90,841 and $55,017
for 2000 and 1999, respectively) 58,413 88,332
Other assets 5,434 --
------------ ------------
Total assets $ 53,918,214 $ 49,007,850
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Future policy benefits $ 6,691,809 $ 4,494,786
Reinsurance balances payable 431,211 716,330
Accrued expenses 76,115 110,885
Accrued interest payable 75,353 665,789
Accounts payable 249,714 46,696
Due to World Marketing Alliance, Inc. 3,717 2,559
Current income taxes payable 300,265 --
Short term debt 750,000 1,125,000
Long term debt 5,257,482 9,178,562
Deferred tax liability 4,869,090 4,259,599
------------ ------------
Total liabilities 18,704,756 20,600,206
------------ ------------
Stockholders' equity:
Preferred stock, par value $2.00, 10,000,000 shares authorized; 7%
Series A convertible preferred stock; 266,047 shares issued in 2000 532,094 --
Common stock, par value $.001, 50,000,000 shares authorized;
2,500,000 shares issued in 2000 and 1999 2,500 2,500
Additional paid-in capital 22,795,581 20,228,973
Accumulated other comprehensive loss (8,530) (42,552)
Retained earnings 11,941,713 8,268,623
Treasury stock, at cost (4,990 shares for 2000 and 1999) (49,900) (49,900)
Total stockholders' equity 35,213,458 28,407,644
------------ ------------
Total liabilities and stockholders' equity $ 53,918,214 $ 49,007,850
============ ============
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE> 4
THE WMA CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
2000 1999 2000 1999
----------- ----------- ------------ ------------
<S> <C> <C> <C> <C>
Revenues:
Premiums $ 4,333,969 $ 2,074,400 $ 12,097,023 $ 6,186,176
Reinsured policy revenues 3,215,693 4,535,519 9,428,286 10,893,157
Net investment income 149,181 95,983 368,409 380,253
Net realized gain (loss) on investments 2,606 (144,925) 2,606 (123,299)
----------- ----------- ------------ ------------
Total revenue 7,701,449 6,560,977 21,896,324 17,336,287
----------- ----------- ------------ ------------
Benefits and expenses:
Benefits, claims and settlement expenses 1,860,023 921,420 5,540,330 3,402,163
Change in future policy benefits 602,299 (1,358) 1,450,824 18,845
Reinsurance premium allowances, net 2,144,521 1,418,235 5,509,930 3,736,775
Amortization of deferred acquisition costs 930,016 1,282,089 3,121,297 3,371,907
Professional fees and other expenses 350,747 249,281 938,471 727,473
Interest expense 146,841 431,022 557,217 933,644
Fees to World Marketing Alliance, Inc. 11,552 12,771 34,657 35,876
----------- ----------- ------------ ------------
Total benefits and expenses 6,045,999 4,313,460 17,152,726 12,226,683
----------- ----------- ------------ ------------
Income before income taxes and dividends 1,655,450 2,247,517 4,743,598 5,109,604
Income tax benefit (expense) 1,464 (764,155) (997,774) (1,737,265)
----------- ----------- ------------ ------------
Net income 1,656,914 1,483,362 3,745,824 3,372,339
Preferred dividends (71,980) -- (72,734) --
----------- ----------- ------------ ------------
Net income available to common shareholders $ 1,584,934 $ 1,483,362 $ 3,673,090 $ 3,372,339
=========== =========== ============ ============
Basic earnings per share $ 0.63 $ 0.59 $ 1.47 $ 1.35
=========== =========== ============ ============
Diluted earnings per share $ 0.60 $ 0.59 $ 1.45 $ 1.35
=========== =========== ============ ============
Weighted-average common shares outstanding 2,495,010 2,495,010 2,495,010 2,495,010
=========== =========== ============ ============
Total weighted-average common shares outstanding 2,759,957 2,495,010 2,584,930 2,495,010
=========== =========== ============ ============
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE> 5
THE WMA CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
2000 1999
----------- ------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 3,673,090 $ 3,372,339
Adjustments to reconcile net income to net cash provided by (used
in) operating activities:
Amortization and depreciation 3,157,121 3,495,737
Deferred tax expense 591,964 1,737,265
Net realized (gain) loss on investment (2,606) 123,299
Change in:
Investment income due and accrued (71,508) 106,086
Reinsurance balances receivable 1,519,961 (198,490)
Reinsured policy loans (474,063) (186,239)
Deferred acquisition costs (5,871,985) (34,164,756)
Prepaid expenses 293,356 (128,417)
Due from World Marketing Alliance, Inc. -- 3,507
Other assets (5,434) 179,810
Future policy benefits 2,197,023 2,027,415
Reinsurance balances payable (285,119) 11,903,953
Accrued expenses (34,770) (16,206)
Accrued interest payable (590,436) 350,886
Accounts payable 203,018 (24,566)
Due to World Marketing Alliance, Inc. 1,158 3,878
Current income tax payable 300,265 --
----------- ------------
Net cash provided by (used in) operating activities 4,601,035 (11,414,499)
----------- ------------
Cash flows from investing activities:
Proceeds from sale and maturity of available for sale securities 299,231 7,255,209
Purchase of available-for-sale securities (4,019,176) --
Purchase of fixed assets (5,905) (50,880)
----------- ------------
Net cash (used in) provided by investing activities (3,725,850) 7,204,329
----------- ------------
Cash flows from financing activities:
Decrease of principal due on short-term debt -- (4,696,438)
(Repayment of principal on) proceeds from long-term note (4,296,080) 5,000,000
Issuance of preferred stock 3,098,702 --
----------- ------------
Net cash (used in) provided by financing activities (1,197,378) 303,562
----------- ------------
Net decrease in cash and cash equivalents (322,193) (3,906,608)
Cash and cash equivalents at beginning of period 3,475,950 6,617,710
----------- ------------
Cash and cash equivalents at end of period $ 3,153,757 $ 2,711,102
=========== ============
Supplemental disclosure of cash flow information:
Interest paid $ 1,147,653 $ --
=========== ============
Income taxes paid $ 105,545 $ --
=========== ============
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE> 6
THE WMA CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2000
(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. Operating results for the nine months ended September 30, 2000
are not necessarily indicative of the results that may be expected for the year
ending December 31, 2000. The unaudited financial statements should be read in
conjunction with the Company's audited financial statements included in the
Company's 1999 Form 10-KSB/A Annual Report as filed with the Securities and
Exchange Commission.
(2) DEFERRED TAX
Deferred income tax liabilities and related expenses are determined in
accordance with Statement of Financial Accounting Standards No. 109, Accounting
for Income Taxes (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 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 September 30,
2000.
(3) COMPREHENSIVE INCOME
Statement of Financial Accounting Standards No. 130, Reporting
Comprehensive Income (SFAS No.130) establishes standards for reporting and
displaying comprehensive income and its components in a full set of
general-purpose financial statements. The primary component of the other
comprehensive income is the unrealized gain (loss) on securities as shown under
the equity section of the consolidated balance sheet. Total other comprehensive
income for the three months ended September 30, 2000 was $1,620,053 compared to
$1,484,854 for the three months ended September 30, 1999. Total other
comprehensive income for the nine months ended September 30, 2000 was
$3,707,112 compared to $3,108,701 for the nine months ended September 30, 1999.
(4) ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board (FASB) issued
SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities.
This statement establishes accounting and reporting standards for derivative
instruments, including certain derivative instruments embedded in other
contracts, and for hedging activities. It requires that an entity recognize all
derivatives as either assets or liabilities in the balance sheet and measure
those instruments at fair value. The accounting for changes in the fair value
of a derivative (gains or losses) will be included in either earnings or other
comprehensive income depending on the intended use of the derivative and the
resulting designation. In June 1999, SFAS No. 137, Accounting for Derivative
Instruments and Hedging Activities--Deferral of the Effective Date of FASB
Statement No. 133 was issued which deferred the effective date of SFAS No. 133
until June 15, 2000. In June 2000, SFAS No. 138, Accounting for Certain
Derivative Instruments and Certain Hedging Activities, an Amendment of FASB
Statement No. 133 was issued. This statement, effective for all fiscal quarters
of all fiscal years beginning after June 15, 2000, amends the accounting and
reporting standards of SFAS No. 133 for certain derivative instruments and
hedging activities. The Company does not believe such provisions will have a
significant impact on the financial statements upon adoption.
6
<PAGE> 7
In September 2000, FASB issued SFAS No. 140, Accounting for Transfers
and Servicing of Financial Assets and Extinguishments of Liabilities--a
replacement of FASB Statement No. 125. This statement revises the standards for
accounting for securitizations and other transfers of financial assets and
collateral and requires certain disclosures, not previously required under SFAS
No. 125. SFAS No. 140 is effective for transfers and servicing of financial
assets and extinguishments of liabilities occurring after March 31, 2001. This
statement is effective for recognition and reclassification of collateral and
for disclosures relating to securitization transactions and collateral for
fiscal years ending after December 15, 2000. The Company does not believe such
provisions will have a significant impact on the financial statements upon
adoption.
In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin (SAB) No. 101 - Revenue Recognition in Financial
Statements. SAB 101, as amended, is effective for fiscal years ended after
December 15, 2000. The bulletin further defines when revenues are recognizable
and provides a series of questions and answers related to specific revenue
recognition topics. The Company does not believe the provisions of SAB 101 will
have a significant impact on the financial statements upon adoption.
(5) EARNINGS PER SHARE
Basic earnings per share is computed on the weighted-average number of
shares outstanding in accordance with SFAS No. 128, Earnings Per Share. Shares
of convertible preferred stock issued in June and July 2000 are included in the
calculations of total weighted-average common shares outstanding. The dilution
effect on earnings per share from the issuance of convertible preferred stock
is shown on the Consolidated Statements of Income.
In August 2000, the Company's stockholders ratified amendments to the
1999 stock option plan and to the outstanding warrants limiting the number of
shares of stock that can be purchased upon exercise of the options or warrants,
as determined by the amount of proceeds from the sale of stock during the
period from January 1, 2000 through January 1, 2002. Such options and warrants
have been considered for purposes of calculating diluted earnings per share,
however, considering no shares can be issued upon exercise of the options or
warrants, there is no difference between basic and diluted earnings per share
from the options and warrants.
(6) SEGMENT REPORTING
The Company has two reportable segments: non-universal life-type
agreements and universal life-type agreements.* The reportable segments are
determined based on the nature of the reinsurance treaties and the accounting
treatment used for the various reinsurance treaties. The Company reinsures
certain variable universal life policies on a monthly renewable term ("MRT")
basis. MRT reinsurance involves the reinsurance of mortality risk whereby
premiums are not directly related to the premium rates on the original plan of
insurance; the ceding company retains all risks associated with policy benefits
other than mortality risk and may retain a portion of the mortality risk. The
Company's MRT agreements are accounted for under SFAS No. 60 accounting
principles. The Company also reinsures certain variable annuity contracts and
variable universal life policies on a coinsurance and modified coinsurance
basis. Coinsurance involves the reinsurance of mortality and investment risks
on the same basis as that of the underlying policies. The ceding life companies
and the Company share in these risks in the same manner. The Company's existing
coinsurance agreements are accounted for under SFAS No. 97 accounting
principles. Items not directly related to the business segments and unallocated
corporate items (i.e., other income, interest expense on corporate debt and
unallocated operating expenses) are shown separately, consistent with the
Company's internal measurement process. Segment assets reported include those
assets directly attributable to the reinsurance treaties such as reinsurance
balances receivable, deferred acquisition costs, policy loans, prepaid
expenses, invested assets and cash. Invested assets are allocated to the
treaties based upon the letters of credit posted in support of the statutory
reserves held which is consistent with the Company's internal measurement
process.
---------
* Non-universal life-type agreements and universal life-type agreements as
referenced in SFAS No. 97, Accounting and Reporting by Insurance Enterprises
for Certain Long-Duration Contracts and for Realized Gains and Losses from the
Sale of Investments, paragraphs 44 and 45.
7
<PAGE> 8
SEGMENT REPORTING
<TABLE>
<CAPTION>
THREE MONTHS ENDED SEPTEMBER 30, 2000 1999
----------------------------------------------------------------------------------------------------------------------------------
Non- Non-
Universal Universal Universal Universal
(Amounts shown in thousands) Life-Type Life-Type Other Totals Life-Type Life-Type Other Totals
----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Premiums $4,334 $ 4,334 $2,074 $2,074
Reinsured policy revenues 3,216 3,216 4,535 4,535
Benefits, claims and settlement expenses(1) 2,153 309 2,462 489 431 920
Reinsurance premium allowances, net 1,508 637 2,145 527 891 1,418
Amortization of deferred acquisition costs 25 905 930 41 1,241 1,282
------ ------ -------- ------ ------ -------
Underwriting profit 648 1,365 2,013 1,017 1,972 2,989
Net investment income (expense) 83 62 4 149 55 61 (20) 96
Net realized gain on investments 3 3 (145) (145)
Other expenses 64 44 401 509 13 240 440 693
------ ------ ------ -------- ------ ------ ------- -------
Segment operating income (loss) before tax 667 1,383 (394) 1,656 1,059 1,793 (605) 2,247
Income tax expense (benefit) 30 20 (51) (1) 360 610 (206) 764
------ ------ ------ -------- ------ ------ ------- -------
Segment net income (loss) $ 637 1,363 (343) $ 1,657 $ 699 1,183 (399) $ 1,483
====== ====== ====== ======== ====== ====== ======= =======
Segment assets $7,795 42,255 3,868 $ 53,918 $6,112 74,367 (16,339) $64,140
====== ====== ====== ======== ====== ====== ======= =======
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30, 2000 1999
----------------------------------------------------------------------------------------------------------------------------------
Non- Non-
Universal Universal Universal Universal
(Amounts shown in thousands) Life-Type Life-Type Other Totals Life-Type Life-Type Other Totals
----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Premiums $12,097 $ 12,097 $6,186 $ 6,186
Reinsured policy revenues 9,428 9,428 10,893 10,893
Benefits, claims and settlement expenses(1) 6,165 827 6,992 2,068 1,353 3,421
Reinsurance premium allowances, net 4,118 1,392 5,510 1,579 2,158 3,737
Amortization of deferred acquisition costs 80 3,041 3,121 136 3,235 3,371
------ ------ -------- ------ ------ -------
Underwriting profit 1,734 4,168 5,902 2,403 4,147 6,550
Net investment income (expense) 191 153 24 368 127 143 110 380
Net realized gain on investments 3 3 (123) (123)
Other expenses 124 134 1,272 1,530 25 359 1,313 1,697
------ ------ ------ -------- ------ ------ ------- -------
Segment operating income (loss) before tax 1,801 4,187 (1,245) 4,743 2,505 3,931 (1,326) 5,110
Income tax expense (benefit) 378 879 (259) 998 852 1,336 (451) 1,737
------ ------ ------ -------- ------ ------ ------- -------
Segment net income (loss) $1,423 3,308 (986) $ 3,745 $1,653 2,595 (875) $ 3,373
====== ====== ===== ======== ====== ====== ======= =======
Segment assets $7,795 42,255 3,868 $ 53,918 $6,112 74,367 (16,339) $64,140
====== ====== ===== ======== ====== ====== ======= =======
</TABLE>
---------
(1) Benefits, claims and settlement expenses include Change in future policy
benefits.
8
<PAGE> 9
Of the total premiums and reinsured policy revenues above, 87% and 89%
relate to business reinsured by Western Reserve Life Assurance Co. of Ohio
("Western Reserve"), for the three months ended September 30, 2000 and 1999,
respectively. For the nine months ended September 30, 2000 and 1999, 87% and
88% of the total premiums and reinsured policy revenues above relates to
business reinsured by Western Reserve, respectively.
Of the total underwriting profit above, 82% and 88% relate to business
reinsured by Western Reserve for the three months ended September 30, 2000 and
1999, respectively. For the nine months ended September 30, 2000 and 1999, 79%
and 87% of the total underwriting profit above relates to business reinsured by
Western Reserve, respectively. The Company estimates that approximately 44% of
variable universal life ("VUL") premiums and 31% of variable annuity premiums,
written through Western Reserve and sold by WMA Sales Associates, originated in
California for the nine months ended September 30, 2000.
(7) RECLASSIFICATION
The Company has reclassified the presentation of certain 1999
information to conform to the 2000 presentation.
(8) SUBSEQUENT EVENTS
Amendments to the Western Reserve VA Coinsurance and Modified
Coinsurance Agreement. WMA Life Insurance Company Limited ("WMA Life") has
entered into a letter of intent with Western Reserve to amend the Western
Reserve VA Coinsurance and Modified Coinsurance ("ModCo") Agreement extending
the period WMA Life may elect to increase the reinsurance percentage, on all
variable annuity business issued and reinsured on or after January 1, 1999,
until December 31, 2002. Among certain other considerations, WMA Life agreed to
not irrevocably retrocede the reinsured business to a third party, which would
otherwise finance the cost associated with increasing the reinsurance
percentage. There can be no assurance that the intent expressed, which forms the
basis for formal negotiations, will result in a definitive agreement.
Further, the Company amended the Western Reserve VA Coinsurance and
ModCo Agreement to reinsure a new variable annuity product recently introduced
for sale by producers of WMA Securities, Inc. The agreement provides that WMA
Life will commence reinsuring 10% of the WRL Freedom Premier variable annuity
policies sold by producers of WMA Securities, Inc. and issued by the reinsured
from October 1, 2000. The agreement further provides that the reinsurance of
the WRL Freedom Premier product will be conducted substantially on the same
terms and conditions as WMA Life's reinsurance of Western Reserve's Freedom
Wealth Creator variable annuity product, except for certain differences in
reinsurance expense allowances and the maximum percentage that may otherwise be
reinsured. Under the Western Reserve VA Coinsurance and ModCo Agreement, as
amended, WMA Life has the option to prospectively increase the reinsurance
percentage on in force and new business, to the reinsurance percentage
otherwise established in accordance with the terms of the agreement, as
amended, provided WMA Life demonstrates sufficient capacity. The maximum
reinsurance percentage is 40% with regard to the WRL Freedom Premier product.
Amendment to the Western Reserve FFB MRT Agreement. The letter of
intent described above, regarding the Western Reserve VA Coinsurance and ModCo
Agreement, also provides WMA Life an extension of the period upon which WMA
Life may exercise its option to convert the MRT reinsurance to coinsurance and
ModCo reinsurance on all business, issued and reinsured on or after January 1,
1999, until March 31, 2003. Among certain other considerations, WMA Life agreed
to not irrevocably retrocede the reinsured business to a third party, which
would otherwise finance the cost associated with the conversion of the MRT
reinsurance to coinsurance and ModCo. There can be no assurance that the intent
expressed, which forms the basis for formal negotiations, will result in a
definitive agreement.
9
<PAGE> 10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Management's Discussion and Analysis or Plan of Operation ("MD&A") addresses
the financial condition of the Company as of September 30, 2000, compared with
December 31, 1999, and its results of operations for the three months and nine
months ended September 30, 2000 compared with the equivalent 1999 periods. This
discussion should be read in conjunction with the MD&A in the Company's 1999
Form 10-KSB/A Annual Report.
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 began reinsurance
operations in 1996. The term "Company", as used in this document, refers to The
WMA Corporation and WMA Life unless context requires otherwise. WMA Life
presently provides reinsurance to certain life insurance companies ("Ceding
Life Companies") with respect to variable universal life ("VUL") and variable
annuity policies.
The Company, through its subsidiary, WMA Life, reinsures certain life
insurance and annuity policies sold by "WMA Sales Associates," a network of
independent agents associated with "WMA Agency." Unless the context indicates
otherwise, WMA Agency refers to World Marketing Alliance, Inc., an insurance
agency and Georgia corporation, which operates an international financial
services, sales and marketing organization and certain entities and persons
with which it is associated primarily for licensing purposes. "WMA Sales
Associates" are independent agents who market financial services products
through WMA Agency and often hold licenses as registered representatives for
the sale of certain securities products through another affiliate, WMA
Securities, Inc. ("WMA Securities"), a registered securities broker-dealer. S.
Hubert Humphrey, Jr. beneficially owns approximately 35.8% and 25.1% of the
Company's common stock and preferred stock, respectively. Mr. Humphrey also
owns substantially all of World Financial Group, Inc. a holding company that
owns all of WMA Agency and WMA Securities.
All of the Company's reinsurance business is generated by the
marketing efforts of WMA Agency, through business placed with the Ceding Life
Companies. The Company does not use reinsurance intermediaries or engage in any
direct marketing activities. Therefore, the Company is dependent upon WMA
Agency to market those products that the Company reinsures. The following
tables show, by Ceding Life Company, the percentage of WMA Agency business
reinsured by the Company.
<TABLE>
<CAPTION>
LIFE INSURANCE APPLICATIONS(1)
NINE MONTHS
CEDING LIFE COMPANY ENDED
9/30/00 1999 1998
----------- ---- ----
<S> <C> <C> <C>
Western Reserve Assurance Co. of Ohio ("Western Reserve") 71% 78% 81%
Kemper Investors Life Insurance Co. ("Kemper") 1 3 4
--- --- ---
Total % Subject to Reinsurance 72 81 85
Total % Not Subject to Reinsurance 28 19 15
--- --- ---
Total % Applications Submitted 100% 100% 100%
</TABLE>
<TABLE>
<CAPTION>
ANNUITY APPLICATIONS(1)
NINE MONTHS
CEDING LIFE COMPANY ENDED
9/30/00 1999 1998
----------- ---- ----
<S> <C> <C> <C>
Western Reserve 68% 66% 44%
American Skandia Life Assurance Corporation ("American Skandia") 12 12 16
--- --- ---
Total % Subject to Reinsurance 80 78 60
Total % Not Subject to Reinsurance 20 22 40
--- --- ---
Total % Applications Submitted 100% 100% 100%
</TABLE>
(1) As reported to WMA Agency by life insurance companies, of applications
for life insurance and annuity policies submitted by WMA Sales
Associates, that are monitored by WMA Agency on a regular basis.
10
<PAGE> 11
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 tables. The reasons WMA
Life's revenues will diverge from the relationships noted above include, but
are not limited to, the nature, mix and pricing of the products reinsured; the
terms of the various reinsurance agreements; and the prescribed generally
accepted accounting for such products and reinsurance structures (e.g., Monthly
Renewable Term reinsurance versus Coinsurance).
The percentage of business reinsured by the Ceding Life Company
and product will vary from period to period. Variations are the result of
increases or decreases in sales of products sold by WMA Sales Associates that
are reinsured by the Company relative to products that are not reinsured by the
Company. By example, in November 1999, Western Reserve introduced a new VUL
product, the WRL Freedom Elite, for sale by WMA Sales Associates. During 2000,
sales of this product by WMA Sales Associates have progressively increased,
which, as shown by the table above, has resulted in a smaller portion of WMA
Agency's total business that is reinsured by WMA Life. WMA Life and Western
Reserve have commenced negotiations for the reinsurance of the WRL Freedom
Elite product, which, if successfully completed, may result in the reinsurance
of the WRL Freedom Elite product commencing with an effective date of January
1, 2001.
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
claims, surrender values, commissions and expenses involved in issuing and
maintaining the policies. In addition, the Ceding Life Companies administer the
reinsurance contracts and, on a monthly basis, provide WMA Life with
information regarding premiums, reserves, benefits, claims and settlement
expenses for policies reinsured.
At September 30, 2000, WMA Life's reinsurance inforce on life
insurance constituted 294,076 policies, including riders, with an aggregate
face amount of $9.28 billion. This is an increase of 33,720 life insurance
policies and riders, or 13%, and $1.25 billion of inforce face amount, or 16%,
from December 31, 1999.
At September 30, 2000, WMA Life had reinsurance inforce with respect
to variable annuities for 41,098 policies with reinsured annuity contract
benefits of over $361 million. This is an increase of 16,615 annuity policies,
or 68%, and $37 million of annuity contract benefits, or 11%, from December 31,
1999. Aside from the weak investment performance of the separate accounts for
the policies reinsured through the first nine months of 2000, the increase in
the amount of annuity contract benefits was smaller than the number of policies
reinsured because the variable annuity reinsurance percentage was reduced for
policies issued during 1999 and 2000 under the Western Reserve agreement and
during 2000 under the American Skandia agreement.
The following table indicates the percentage of WMA Life's reinsurance
revenues derived from the Ceding Life Companies:
<TABLE>
<CAPTION>
NINE MONTHS
CEDING LIFE COMPANY ENDED
------------------- 9/30/00 1999 1998
----------- ---- ----
<S> <C> <C> <C>
Western Reserve 87% 88% 89%
American Skandia 11 9 9
Kemper 2 3 2
--- --- ---
Total 100% 100% 100%
</TABLE>
11
<PAGE> 12
MONTHLY RENEWABLE TERM REINSURANCE
WMA Life's reinsurance indemnity agreements include three 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 sold by WMA Sales
Associates and issued by Western Reserve and Kemper. Under the MRT reinsurance
agreements, WMA Life assumes a portion of the mortality risk related to the VUL
policies written by Western Reserve and Kemper.
COINSURANCE AND MODIFIED COINSURANCE
Under a coinsurance arrangement, WMA Life assumes a proportionate
share of the risks and expenses and receives a proportionate share of the
premiums and revenues from the underlying policies. The assumed risks include
mortality, lapses, cash surrenders and investment risk. Additionally, under
coinsurance, WMA Life must establish a proportionate share of the policy
reserves. Modified coinsurance ("ModCo") is a variation of coinsurance whereby
the ceding company retains the reserves and the assets related to the reserves,
which would otherwise be recorded and held by the reinsurer. ModCo 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 ModCo, the mortality, persistency and investment risks are
reinsured on the same plan as that of the original policy. The ceding company
and the reinsurer share in these risks in the same manner.
WMA Life has a modified coinsurance agreement with American Skandia
and a coinsurance and modified coinsurance agreement with Western Reserve, both
providing for the reinsurance of a portion of certain variable annuity policies
sold by WMA Sales Associates. WMA Life also has a coinsurance and modified
coinsurance agreement with Western Reserve reinsuring a portion of certain VUL
policies.
ACCOUNTING
WMA Life generally recognizes premiums as earned on MRT reinsurance
for the mortality risk reinsured. Reinsured policy revenues that are reported
in the period reflect 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.
WMA Life defers costs that vary with and are directly associated with
the acquisition of the reinsured policies. 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 were $42.50 million at September 30, 2000, an increase of
$2.75 million, or 7%, from December 31, 1999.
Deferred acquisition costs are amortized over the lives of the
underlying policies (with regard to the terms of the reinsurance agreement).
Under the MRT agreements, the amortization is in proportion to the ratio of
premiums collected during the then current period to total anticipated
premiums. The rate of amortization is based upon assumptions applicable at the
time the policies are reinsured, such as estimates of expected investment
yields, mortality, persistency and expenses. The assumptions include provision
for risk of adverse deviation. (These same assumptions are used in calculating
the liability for future policy benefits, with regard to the MRT reinsurance.)
Under the coinsurance and modified coinsurance agreements, the
amortization of the deferred acquisition cost is in proportion to the ratio of
gross profits recognized during the then current period to total anticipated
gross profits. During each accounting period, assumptions used in calculating
the amortization of the Company's deferred acquisition expense reflect actual
experience for the then current accounting period. Management reviews, on a
periodic basis, evolving experience with regard to the Company's assumptions,
concerning future experience with regard to mortality, persistency, investment
yields and expenses, in determining its estimate of future gross profits. If
management believes
12
<PAGE> 13
that variances from expected assumptions are permanent, assumptions used with
regard to future experience will be changed. Upon adoption of any change in
assumptions used with regard to future experience, the amortization of the
Company's deferred acquisition cost will be recalculated and reflected during
the then current accounting period.
Life insurance claims settled, claims reported and changes in
estimates of claims incurred but not reported are recorded as Benefits, claims
and settlement expenses on the Consolidated Financial Statements. The change in
the liability for future policy benefits is recorded separately as Change in
future policy benefits in the Consolidated Financial Statements.
The liability for future policy benefits was $6.69 million at
September 30, 2000, an increase of $2.20 million, or 49% from December 31,
1999. The liability at September 30, 2000 is comprised of two components: (i)
liabilities under the Company's MRT reinsurance agreements and (ii) liabilities
related to the coinsurance of VUL and variable annuity policyholder
obligations. The liability, with regard to the MRT reinsurance, represents the
present value of future benefits to be paid and related expenses, less the
present value of future net premiums (that portion of the premium required to
provide for all benefits and expenses). The liability for the fixed account
portions of the Western Reserve VUL and variable annuity coinsurance agreements
is equal to reinsured policy account balances. The liability for the separate
account portions of the Western Reserve VUL and variable annuity coinsurance
agreements are reinsured on a modified coinsurance basis and, accordingly,
Western Reserve retains the reserves and the assets related to the reserves in
its separate accounts. To date, management believes the assumptions used
regarding its liability for future policy benefits are appropriate for its
circumstances.
RESULTS OF OPERATIONS
Quarter and Nine Months Ended September 30, 2000 Compared to Quarter and Nine
Months Ended September 30, 1999.
Revenues. Revenues increased by $1.14 million, or 17%, and $4.56
million, or 26%, for the quarter and the nine months ended September 30, 2000,
respectively, compared to the same periods in 1999. The increase was primarily
attributable to the growth in premiums associated with the MRT agreements.
Premiums. Premiums increased by $2.26 million, or 109%, and $5.91
million, or 96%, for the quarter and the nine months ended September 30, 2000,
respectively, compared to the same periods in 1999. The majority of the premium
increase is attributable to a new MRT agreement with Western Reserve, which
became effective October 1, 1999. For the quarter and the nine months ended
September 30, 2000, the increase in premiums due to the new MRT agreement was
$2.12 million, and $5.53 million, respectively. The remaining increase in
premiums was primarily attributable to the increasing duration of the policies
in force because the reinsurance premiums increase with the age of the insured.
Reinsured Policy Revenues. Reinsured policy revenues decreased by
$1.32 million, or 29%, and $1.46 million, or 13%, for the quarter and the nine
months ended September 30, 2000, respectively, compared to the same periods in
1999. These revenues reflect policy cost of insurance charges, mortality and
expense charges, policy administration, asset based allowances and deferred
sales charges under the coinsurance and modified coinsurance agreements, as
they relate to universal life-type contracts.
Of the $9.43 million Reinsured policy revenues for the nine months
ended September 30, 2000, $4.63 million was attributable to the VUL coinsurance
and modified coinsurance agreement with Western Reserve compared to $7.57
million for the nine months ended September 30, 1999, reflecting a decrease of
$2.94 million, or 39%. As illustrated in the following table, revenues for the
nine months ended September 30, 1999 included $3.17 million of revenues
associated with VUL policies issued and reinsured during 1999, which are no
longer reinsured by the Company on a coinsurance and modified coinsurance
basis. Thus, although revenues are increasing on in force reinsurance
associated with policies issued during 1998, the comparative decrease reflects
the recapture, effective October 1, 1999, of VUL policies issued and reinsured
during 1999. (The process of recapture enables a ceding company to remove
policies, or a portion of the policies, from the reinsurance agreement
previously ceded to the reinsurer.) Because of the recapture and the
discontinuation of new VUL policies reinsured on a coinsurance and modified
coinsurance basis, VUL Reinsured policy revenues reported during 2000 will be
less than those reported during 1999.
13
<PAGE> 14
COINSURANCE AND MODIFIED COINSURANCE
REINSURED VUL POLICY REVENUES
<TABLE>
<CAPTION>
NINE MONTHS ENDED NINE MONTHS ENDED
POLICY ISSUE DATES SEPTEMBER 30, 2000 SEPTEMBER 30, 1999
------------------ ------------------ ------------------
<S> <C> <C>
Policies Issued During 1998 $4,626,458 $4,403,582
Policies Issued During 1999 -- 3,166,148
---------- ----------
Total $4,626,458 $7,569,730
========== ==========
</TABLE>
The remaining $4.80 million of Reinsured policy revenues are
attributable to the variable annuity reinsurance agreements which compare to
$3.32 million for the nine months ended September 30, 1999, an increase of $1.48
million, or 44%. Revenues for the nine months ended September 30, 1999 included
$520,000 of revenues associated with a portion of the Western Reserve variable
annuity policies no longer reinsured by the Company. (Effective October 1, 1999,
Western Reserve recaptured 75% of the variable annuity policies issued and
reinsured by the Company from January 1, 1999 through September 30, 1999.) Thus,
although mitigated by the recapture of certain variable annuity business by
Western Reserve during 1999, the Company's Reinsured policy revenues resulting
from the variable annuity reinsurance have continued to increase due to the
remaining business in force and new business reinsured under the Western Reserve
and American Skandia coinsurance and modified coinsurance agreements.
Nonetheless, because the Company is reinsuring a smaller percentage of the
Western Reserve variable annuity policies issued during 1999 and 2000, and
American Skandia variable annuity policies issued during 2000, variable annuity
Reinsured policy revenue increases reported during 2000 will likely exhibit a
smaller rate of growth than increases reported during corresponding periods in
1999.
Net Investment Income and Net Realized Gain (Loss) on Investments. Net
investment income increased by $53,198, or 55%, and decreased by $11,844, or 3%,
for the quarter and the nine months ended September 30, 2000, respectively,
compared to the same periods in 1999. Investment income is earned from the
investment in fixed income securities and cash equivalents. Investment expenses
of $49,000 and $54,000 for the nine months ended September 30, 2000 and 1999,
respectively, related to investment advisor fees and custodial fees, were netted
with gross investment income excluding realized gains and losses. The increase
in net investment income for the quarter was primarily due to the increased size
of the Company's investment portfolio and increasing investment yields on new
purchases of fixed income securities. The sale of fixed income securities for
the quarter and nine months ended September 30, 2000 resulted in a Net realized
gain on investments of $2,606, compared to Net realized losses on investments of
$144,925 and $123,299 for the same periods in 1999, respectively.
Benefits, Claims and Settlement Expenses. Benefits, claims and
settlement expenses increased by $939,000, or 102%, and $2.14 million, or 63%,
for the quarter and the nine months ended September 30, 2000, respectively,
compared to the same periods in 1999. This increase primarily resulted from
mortality experience compared to similar periods in 1999, an increase in the
volume of in force business and the increasing age of the business inforce. The
amount of in force business at September 30, 2000 was $9.28 billion as compared
to $7.65 billion at September 30, 1999, which represents a $1.63 billion, or 21%
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. Claims paid
plus those incurred in the third quarter of 2000 were approximately 7% lower
than otherwise expected based upon management estimates and prior claims
activity. Management estimates net income increased by $120,000 for the third
quarter due to this lower than expected claims activity. Comparatively, claims
paid plus those incurred in the third quarter of 1999 were approximately 25%
lower than otherwise expected based upon prior claims activity. While the
Company experienced favorable claims activity during the third quarter 2000,
claims paid plus those incurred for the nine months ended September 30, 2000,
were approximately 5% higher than otherwise expected based upon management
estimates and prior claims activity. Management believes this activity is not
indicative of future experience, as there is no sustained pattern of
demonstrative loss and because of normal random fluctuation in claims activity.
14
<PAGE> 15
Changes in Future Policy Benefits. Change in future policy benefits
increased by $604,000 from ($1,358), and by $1.43 million from $18,845, for the
quarter and the nine months ended September 30, 2000, respectively, compared to
the same periods in 1999. The liability for future policy benefits under the
Company's MRT reinsurance agreements increased by $2.82 million from $1.07
million, or 262%, at September 30, 2000 compared to September 30, 1999. This
increase resulted primarily from the new MRT agreement the Company entered into
with Western Reserve in the fourth quarter of 1999 to reinsure 20% of the FFB
VUL policies issued January 1, 1999 and thereafter.
Reinsurance Premium Allowances, Net. Net reinsurance premium allowances
increased by $726,000, or 51%, and $1.77 million, or 47%, for the quarter and
the nine months ended September 30, 2000, respectively, compared to the same
periods in 1999. Gross reinsurance premium allowances represent a portion of
reinsurance premiums paid or allowed by WMA Life to the Ceding Life Companies
for each policy reinsured. A certain portion of the gross reinsurance
allowances, with regard to the production of new business was related to the
Company's share of commissions, underwriting costs and other expenses from the
production of new business incurred by the Ceding Life 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 is reflected as net reinsurance premium
allowances and are often a level percentage of individual policy revenues.
Similar to the increase in revenues, the increase in net reinsurance premium
allowances was due to an increase in the MRT premiums in force, placement of the
variable annuity business reinsured on a coinsurance and modified coinsurance
basis, and the business placed under the new MRT agreement.
Amortization of Deferred Acquisition Costs. Amortization of deferred
acquisition costs decreased by $352,000, or 27%, and $250,000, or 7%, for the
quarter and the nine months ended September 30, 2000, respectively, compared to
the same periods in 1999. The decrease in amortization of deferred acquisition
costs was primarily attributable to decreased revenues and gross profits
associated with the Western Reserve VUL coinsurance and modified coinsurance
business recaptured on October 1, 1999.
Professional Fees and Other Expenses. Professional fees and other
expenses increased by $102,000, or 41%, and $211,000, or 29%, for the quarter
and the nine months ended September 30, 2000, respectively, compared to the same
periods in 1999. Expenses include professional fees for legal, actuarial and
accounting expenses incurred, operating expenses, and other miscellaneous
expenses. The increase in expenses was primarily associated with an increase in
salaries due to the employment of additional professional staff in July 2000.
The increase was also attributable to an increase in legal, accounting and
actuarial fees from general corporate activities, tax consulting and actuarial
consulting services.
Interest Expense. Interest expense decreased by $284,000, or 66%, and
$376,000, or 40%, for the quarter and the nine months ended September 30, 2000,
respectively, compared to the same periods in 1999. During the corresponding
periods in 1999, Interest expense included reinsurance fees associated with the
deferred settlements on the variable annuity and VUL policies, that are no
longer applicable. This decrease is also due to debt principal repayments of
$4.30 million and, to a lesser extent, the restructuring of the $5 million debt
owed to Money Services, Inc., which included a decrease in interest rates from
9% to 7.5%. See "Liquidity and Capital Resources" section below.
Fees to World Marketing Alliance, Inc. Fees to World Marketing
Alliance, Inc. decreased by $1,200, or 10%, and 3%, for the quarter and the nine
months ended September 30, 2000, respectively, compared to the same periods in
1999. Fees to World Marketing Alliance, Inc. consist of corporate services and
rent expenses. The decrease was due to additional corporate services provided by
WMA Agency for the Company in the third quarter of 1999 that were not included
under the Corporate Services Agreement. The Company has a sublease agreement
with World Marketing Alliance, Inc. pursuant to which the Company pays annual
rent of $18,675 for 1,500 square feet of office space. The Company also has a
Corporate Services Agreement whereby WMA Agency provides corporate services to
the Company for a fixed monthly fee of $2,250, adjusted annually.
Income Tax Benefit (Expense). Income taxes decreased by $766,000, or
100%, and $739,000, or 43%, for the quarter and the nine months ended September
30, 2000, respectively, compared to the same periods in 1999. Taxable income
(calculated on a statutory basis) has emerged during 2000, which is
attributable to the reduction in new business reinsured under the Company's
coinsurance and modified coinsurance agreements. Accordingly, the effective tax
rates for the nine months ended September 30, 2000 and 1999 were 21% and 34%,
respectively. (See Note 2 - Deferred Tax in the Notes to Consolidated
Financial Statements.)
15
<PAGE> 16
A tax benefit of $1,464 for the quarter ended September 30, 2000 was
primarily due to an increase in deferred tax assets because an alternative
minimum tax credit has been recognized for 1999 taxes paid and for current year
taxes accrued. For the nine months ended September 30, 2000, a current
alternative minimum tax expense of $300,000 is payable. The remaining Income tax
expense for the nine months ended September 30, 2000 and all of the Income tax
expense for the nine months ended September 30, 1999, was deferred in accordance
with GAAP.
Net Income. As a result of the foregoing, Net income for the quarter
ended September 30, 2000 was $1.66 million compared to $1.48 million for the
quarter ended September 30, 1999, an increase of $174,000, or 12%. Net income
for the nine months ended September 30, 2000 was $3.75 million compared to $3.37
million for the nine months ended September 30, 1999, an increase of $373,000,
or 11%.
LIQUIDITY AND CAPITAL RESOURCES
The principal sources of the Company's cash flow have been premiums and
policy revenue received from Ceding Life Companies, investment income, proceeds
from sales of invested assets, issuance of the Company's common and preferred
stock, and short and long term financing. 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, investment purchases,
debt service, and reinsurance claims.
Premiums are generally received in advance of related benefits and
claims payments. Under the MRT reinsurance agreements, premiums often vary in
proportion to the expected mortality claims reinsured. The Company's cash
inflows under the MRT agreements are premiums for the mortality risk reinsured.
The Company's cash outflows are reinsurance expense allowances, policy benefits
and death benefit claims. The reinsurance expense allowances represent the
Company's share of acquisition and maintenance expenses incurred by the Ceding
Life Company that are attributable to the risks reinsured.
Under the coinsurance and modified coinsurance agreements, since the
Company is reinsuring risks on essentially the same plan as that of the original
policy, reinsurance premiums are materially greater than premiums paid on the
MRT reinsurance. During the first year in which a policy is reinsured on a
coinsurance basis, the Company is required to reimburse the Ceding Life Company
for its share of acquisition costs, including first year commissions and
issuance expenses. Thereafter, the Company reimburses the Ceding Life Company
for its share of renewal commissions and maintenance expenses. Further, under
modified coinsurance, the Company will allow the Ceding Life Company to retain
assets related to reserves in support of reinsured policy benefits (e.g., cash
values). Accordingly, because of the type of reinsurance and the plan reinsured,
the net cash outlays could be as much as, or more than, the first year premiums
paid for life insurance, and as much as 10% of annuity premiums.
The Company's cash requirements for operating and investment expenses
consist of: salaries 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.
For the nine-month period ended September 30, 2000, net cash provided
by operating activities was $4.60 million compared to $11.41 million used in
operating activities for the same period ended September 30, 1999. The reversal
of the net cash flows was primarily due to less cash required to reimburse
Western Reserve and American Skandia for first-year reinsurance allowances
because of the reduction in the percentage of the variable annuity business
reinsured and the cessation of reinsuring new and certain inforce Western
Reserve VUL business on a coinsurance and modified coinsurance basis. The
Company projects to realize net positive cash flows from its existing
reinsurance operations for the balance of 2000 and into 2001.
The Company has established a $10 million line of credit with Money
Services, Inc. ("MSI"), a subsidiary of AEGON USA, Inc. WMA Life has been, and
continues to be, beneficiary of the funds made available under the line of
credit, of which WMA Life has used such funds to pay reinsurance settlements in
support of new business production.
16
<PAGE> 17
As of September 30, 2000, the total amount due under this line of credit
included an outstanding principal balance of $1.01 million and accrued interest
of $11,000. Interest accrues at the rate of 9% per annum. Under the terms of the
line of credit, as amended, payments on the outstanding balance and related
accrued interest are due on the 45th day after the close of each calendar
quarter until the entire outstanding balance and accrued interest is paid in
full. The payment amount, not to exceed the remaining balance of the line of
credit, is based upon (i) the amount of cash inflows resulting from the Western
Reserve VUL Coinsurance and Modified Coinsurance Agreement plus (ii) an amount
equal to the net proceeds, if any, from any private or public sale of any
capital stock. During the quarter ended September 30, 2000, the Company made
payments of $3 million and $900,000 in July and August, respectively. At
September 30, 2000, the anticipated payment amount of $750,000 due on November
15, 2000, which represents the current maturity of the long-term debt, is
classified as short-term debt.
On July 30, 1999, the Company issued a $5 million, five year term note
to MSI due on July 29, 2004. Proceeds of this note were used to reduce the
outstanding principal balance on the line of credit, from which WMA Life was
beneficiary. Interest is payable at 7.5% per annum (except in the event of
redemption), on the 29th of each succeeding January and July through and
including July 29, 2004. As of September 30, 2000, regarding the term note, the
Company had an outstanding principal balance of $5 million and accrued interest
of $64,000.
In August 2000, the Company closed its offering of Series A convertible
preferred stock, which resulted in approximately $4 million of gross proceeds to
the Company. Pursuant to the use of proceeds as a required condition of the
private offering, the Company applied the net proceeds toward repayment of the
line of credit with MSI as described above. The Company had also offered up to
4,333,333 shares of its common stock in a private placement offering to certain
institutional investors. In September 2000, the Company closed this private
offering with no sales of its common stock.
The Company's primary source of liquidity was $3.15 million in cash and
cash equivalents at September 30, 2000, an increase of $443,000 from September
30, 1999. The effective duration of the Company's fixed income portfolio is 3.4
years, with 100% of the fixed income securities having an effective maturity of
less than 10 years. The Company's fixed income portfolio represents all of the
total invested assets, and has an average quality rating of Aa3 by Moody's.
For the nine months ended September 30, 2000, the net cash used in
investing activities was $3.73 million, compared to $7.20 million provided by
investing activities for the same period ended September 30, 1999. The Company
purchased $234,000 of additional fixed income securities during the third
quarter of 2000 to bring total purchases for 2000 to over $4 million. As a
result, the percentage of corporate fixed income securities held in the
Company's portfolio increased from 14% at December 31, 1999 to 44% at September
30, 2000. Net cash provided by investing activities in the third quarter of 1999
resulted from principal paydowns on asset and mortgage-backed securities and
from sales of fixed income securities to reimburse the Ceding Life Companies for
allowances associated with the reinsurance agreements.
The WMA Corporation is a holding company with no direct operations, and
its principal asset is the capital stock of WMA Life and $956,000 in cash and
invested assets. The Company relies primarily on funds retained at the holding
company level and potential dividends and loan repayments from WMA Life to meet
ongoing cash requirements of the holding company. The ability of WMA Life to pay
dividends to the Company is subject to, among other things, regulatory
restrictions under the insurance laws of Bermuda. At September 30, 2000, WMA
Life had the statutory capacity to pay $7.78 million of dividends in cash. As
approved by the Board of Directors in August 2000, WMA Life paid a dividend of
$1.10 million to the Company to meet current cash requirements, including
payment of principal and interest on the loans from MSI for the benefit of WMA
Life. It is anticipated the Company will continue to rely primarily on dividends
and loan repayments from WMA Life to meet ongoing cash requirements.
Under the Company's reinsurance agreements, the Company is required to
provide security through a Letter of Credit ("LOC") for the benefit of the
Ceding Life Companies. In February 2000, the Company entered into a custodial
agreement with Comerica Bank ("Comerica") under which the Company transferred
its assets to Comerica. Comerica subsequently issued LOC's to Western Reserve
and Kemper in the amounts of $4.75 million and $140,000, respectively. The LOC's
are collateralized by the Company's assets held by Comerica.
17
<PAGE> 18
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, statements relating to increases in reinsurance revenues
and net income in future periods resulting from, among other things, the Company
expanding the types of reinsurance written, expanded reinsurance capacity and
investment results. Such statements often include the words "believes,"
"expects," "assumes," "proposed," "anticipates," "intends," "plans,"
"estimates," "projects," or similar expressions. Because such forward-looking
statements involve risks, both known and unknown, and uncertainties, there 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 WMA Agency, adverse
reinsurance experience, 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, changes in the control of the Company,
the Company's cash requirements, rate of growth in the Company's reinsured
business, the outcome of WMA Agency's and WMA Securities' regulatory
examinations and investigations, and the availability of capital on acceptable
terms and other factors discussed in this report. These forward-looking
statements are subject to change and uncertainty which are, in many instances,
beyond the Company's control and have been made based upon management's
expectations and beliefs concerning future developments and their potential
effect on the Company. There can be no assurance that future developments will
be in accordance with management's expectations or that the effect of future
developments on the Company will be those anticipated by management. Actual
results could differ materially from those expected by the Company, depending on
the outcome of certain factors, including those described in the forward-looking
statements.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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<PAGE> 19
PART II
ITEM 1. LEGAL PROCEEDINGS
At September 30, 2000, the Company was not a party to any litigation or
arbitration. Except as disclosed below in Item 5. Other Information, the Company
is not aware of any litigation or arbitration that is likely to have a material
adverse effect on the Company's consolidated results of operations or financial
condition.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
Preferred Stock
In August 2000, the Company closed its offering of Series A convertible
preferred stock, which resulted in the sale of 266,047 shares of its preferred
stock to "accredited investors" as defined in Rule 501 of Regulation D under The
Securities Act of 1933. This sale, which also included 5,614 shares issued to
the investment banking firms who handled the placement, resulted in
approximately $4 million in gross proceeds to the Company. The preferred stock
is designated non-voting, unregistered Series A convertible preferred stock with
a par value of $2.00. The preferred stock has a liquidation preference equal to
$2.00 per share in the event of any liquidation, dissolution, or winding up of
the affairs of the Company. The shares of preferred stock will be converted
automatically into common stock upon the earlier of (i) the closing of any
Qualifying Sale of shares of common stock or (ii) January 1, 2002. A Qualifying
Sale is defined as net proceeds to the Company of at least $10 million from the
sale of shares of common stock.
Stock Options
On May 12, 2000, the Company's Board of Directors, subject to
ratification of the stockholders of the Company at its annual meeting held in
August 2000, amended the 1999 stock option plan for the directors, officers and
employees of the Company (the "Plan"). The amendment limits the number of shares
that can be purchased upon exercise of the options to an amount to be determined
by the amount of capital raised by the Company from the sale of stock during the
period from January 1, 2000 through January 1, 2002. If less than $15 million is
raised through the sale of stock, the outstanding options would lapse and no
options would be exercisable. If more than $75 million is raised through the
sale of stock, the number of shares exercisable would be one times the number of
shares subject to the option. If an amount between $15 million and $75 million
is raised through the sale of stock during the same period, the number of shares
exercisable would be a formula amount as shown below:
<TABLE>
<S> <C> <C>
Number of shares to = Number of shares X Proceeds raised from sale of stock
be issued subject to the option ----------------------------------
$75,000,000
</TABLE>
The Plan will be administered by the Audit and Compensation Committee
created by the Board of Directors. 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. The
Company will receive no monetary consideration for granting these options.
The Board of Directors felt this limitation would encourage the
officers of the Company to continue to direct their attention to the Company's
capital needs. The shares owned by the optionees upon exercise of their options
will not be registered and shall be considered restricted shares, which may only
be resold pursuant to an effective registration statement, an exemption from
registration, or Rule 144.
The stockholders ratified and approved the amendment to the 1999 Stock
Option Plan at their August 14, 2000 Annual Meeting.
19
<PAGE> 20
Warrants
On May 12, 2000, the Company's Board of Directors, subject to
ratification of the stockholders of the Company at its annual meeting held in
August 2000, amended the outstanding Warrants to limit the number of shares that
can be issued upon exercise of the Warrant to an amount to be determined by the
amount of capital raised by the Company from the sale of stock during the period
from January 1, 2000 through January 1, 2002. If less than $15 million is raised
through the sale of stock, the outstanding Warrants would lapse and not be
exercisable. If more than $75 million is raised through the sale of stock, the
number of shares exercisable would be one times the number of shares subject to
the Warrant. If an amount between $15 million and $75 million is raised through
the sale of stock during the same period, the number of shares exercisable would
be a formula amount as shown below:
<TABLE>
<S> <C> <C>
Number of shares to = Number of shares X Proceeds raised from sale of stock
be issued exercisable on Warrant ----------------------------------
$75,000,000
</TABLE>
The Warrants were issued to key management employees of WMA Agency and
its affiliated corporations as consideration for the agreement of WMA Agency to
use its "best efforts" to encourage life insurance companies whose policies it
sells to reinsure such policies with the Company. There will be no monetary
consideration given to the Company for the issuance of the Warrants. No Warrants
will be issued to directors of the Company.
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.
The stockholders ratified and approved the issuance of Warrants at
their August 14, 2000 Annual Meeting.
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
The Company's Annual Meeting of stockholders was held in Duluth,
Georgia on August 14, 2000. The purpose of the meeting was to elect five
directors; to ratify and approve the Amendment to the 1999 Stock Option Plan; to
ratify and approve the Amendment to the outstanding Warrants to purchase the
Company's common stock; to consider and act upon the selection of KPMG LLP as
independent auditors of the Company for 2000; and to transact such other
business as may properly come before the Annual Meeting.
Set forth below are the results of the election of the Directors of the
Company:
<TABLE>
<CAPTION>
NAME OF NOMINEE VOTES "FOR" VOTES "AGAINST" ABSTENTIONS
--------------- ----------- --------------- -----------
<S> <C> <C> <C>
S. Hubert Humphrey, Jr. 1,415,543 15,157 None
Thomas W. Montgomery 1,415,543 15,157 None
Edward F. McKernan 1,413,784 16,916 None
C. Simon Scupham 1,413,584 17,116 None
Joseph F. Barone 1,413,584 17,116 None
</TABLE>
20
<PAGE> 21
The ratification and approval of the Amendment to the 1999 Stock Option
Plan was approved by 1,425,031 votes FOR, 4,169 AGAINST, and 1,500 ABSTAINING.
The ratification and approval of the Amendment to the outstanding
Warrants was approved by 1,408,601 votes FOR, 19,599 AGAINST, and 2,500
ABSTAINING.
The ratification of the selection of KPMG LLP as the Company's
independent auditors for 2000 was approved by 1,427,222 votes FOR, 1,969
AGAINST, and 1,509 ABSTAINING.
No other business came before the meeting that required a vote of the
stockholders.
ITEM 5. OTHER INFORMATION
In the past two years, WMA Agency and WMA Securities have been, and
continue to be, subject to investigations of their compliance and supervisory
programs by the Securities and Exchange Commission, the National Association of
Securities Dealers, the California Department of Corporations, the Washington
Department of Insurance, the Maryland Insurance Administration and by securities
regulatory authorities in Nevada, Florida, Ohio, Massachusetts, Nebraska and
Texas. Pursuant to the Company's request, neither WMA Securities nor WMA Agency,
have advised the Company of any material changes in the status of the foregoing
regulatory investigations during the current period.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
The Company filed an 8-K report on July 11, 2000 relating to the shares
of preferred stock sold in the private placement to accredited investors.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------
<S> <C>
11 Computation of Earnings Per Share (Attached)
27.1 Financial Data Schedule (Attached) (for SEC use only)
</TABLE>
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
21
<PAGE> 22
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.
THE WMA CORPORATION (Registrant)
By: /s/ Edward F. McKernan Date: November 14, 2000
-----------------------------------------------
Edward F. McKernan
Senior Vice President, Chief Financial Officer,
Actuary, and Director
22
