<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 MARCH 31, 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
(Exact name of small business issuer as specified 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 April 30, 2000, there were 2,495,010 shares of common stock ($.001) par
value outstanding.
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
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TABLE OF CONTENTS
PART I
<TABLE>
<CAPTION>
PAGE NO.
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<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 20
ITEM 2 Changes in Securities 20
ITEM 3 Defaults Upon Senior Securities 20
ITEM 4 Submissions of Matters to a vote of Security Holders 20
ITEM 5 Other Matters 20
ITEM 6 Exhibits and Reports on Form 8-K 21
</TABLE>
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THE WMA CORPORATION
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
------------ -------------
<S> <C> <C>
Assets
Fixed maturity securities - available for sale (amortized cost of
$4,014,039 and $2,118,705 for 2000 and 1999, respectively) $ 3,950,128 $ 2,054,231
Cash and cash equivalents 3,796,812 3,475,950
Investment income due and accrued 82,343 19,443
Reinsurance balances receivable 1,464,178 2,985,937
Reinsured policy loans 432,500 286,963
Accounts receivable 15,042 --
Deferred acquisition costs 41,112,453 39,750,100
Prepaid expenses 335,425 346,894
Fixed assets (net of accumulated depreciation of $66,859 and $55,017
for 2000 and 1999, respectively) 76,490 88,332
------------ ------------
Total assets $ 51,265,371 $ 49,007,850
============ ============
Liabilities and Stockholders' Equity
Liabilities:
Future policy benefits $ 5,040,710 $ 4,494,786
Reinsurance balances payable 1,555,210 716,330
Accrued expenses 166,529 110,885
Accrued interest payable 179,159 665,789
Accounts payable 35,972 46,696
Due to World Marketing Alliance, Inc. 2,492 2,559
Short term debt 1,125,000 1,125,000
Long term debt 9,178,562 9,178,562
Deferred tax liability 4,706,527 4,259,599
------------ ------------
Total liabilities 21,990,161 20,600,206
------------ ------------
Stockholders' equity:
Preferred stock, par value $2.00, 10,000,000 shares authorized;
no shares issued in 2000 or 1999 -- --
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 20,228,973 20,228,973
Accumulated other comprehensive loss (42,180) (42,552)
Retained earnings 9,135,817 8,268,623
Treasury stock, at cost (4,990 shares for 2000 and 1999) (49,900) (49,900)
------------ ------------
Total stockholders' equity 29,275,210 28,407,644
------------ ------------
Total liabilities and stockholders' equity $ 51,265,371 $ 49,007,850
============ ============
</TABLE>
See accompanying notes to consolidated financial statements.
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THE WMA CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
2000 1999
----------- -----------
<S> <C> <C>
Revenues:
Premiums $ 3,676,173 $ 2,036,357
Reinsured policy revenues 3,020,268 2,592,148
Net investment income 70,642 156,719
----------- -----------
Total revenue 6,767,083 4,785,224
----------- -----------
Benefits and expenses:
Benefits, claims and settlement expenses 1,835,617 1,157,679
Change in future policy benefits 435,553 15,663
Reinsurance premium allowances, net 1,566,396 872,604
Amortization of deferred acquisition costs 1,086,143 1,014,292
Professional fees and other expenses 313,902 279,762
Interest expense 203,990 202,463
Fees to World Marketing Alliance, Inc. 11,552 11,552
----------- -----------
Total benefits and expenses 5,453,153 3,554,015
----------- -----------
Income before income taxes 1,313,930 1,231,209
Income tax expense (446,736) (420,401)
----------- -----------
Net income $ 867,194 $ 810,808
=========== ===========
Basic and diluted income per share $ 0.35 $ 0.32
=========== ===========
Weighted-average common shares outstanding 2,495,010 2,495,010
=========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
4
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THE WMA CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
2000 1999
----------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 867,194 $ 810,808
Adjustments to reconcile net income to cash provided by (used in)
operating activities
Amortization and depreciation 1,097,985 1,113,530
Deferred tax expense 446,736 420,401
Change in:
Investment income due and accrued (62,900) 1,406
Reinsurance receivables 1,521,759 (198,420)
Reinsured policy loans (145,537) --
Accounts receivable (15,042) --
Deferred acquisition costs (2,448,496) (9,989,777)
Prepaid expenses 11,469 9,357
Due from World Marketing Alliance, Inc. -- 3,168
Other assets -- (36,096)
Future policy benefits 545,924 480,274
Reinsurance balances payable 838,880 1,960,198
Accrued expenses 55,644 27,132
Accounts payable (10,724) 6,421
Accrued interest payable (486,630) 202,463
Due to World Marketing Alliance, Inc. (67) 3,851
----------- -----------
Net cash provided by (used in) operating activities 2,216,195 (5,185,284)
----------- -----------
Cash flows from investing activities:
Proceeds from sales of available-for-sale securities 35,923 142,206
Purchase of available-for-sale securities (1,931,256) --
Purchase of fixed assets -- (40,000)
----------- -----------
Net cash (used in) provided by investing activities (1,895,333) 102,206
----------- -----------
Cash flows from financing activities:
Net cash provided by financing activities -- --
----------- -----------
Net increase (decrease) in cash and cash equivalents 320,862 (5,083,078)
Cash and cash equivalents at beginning of period 3,475,950 6,617,710
----------- -----------
Cash and cash equivalents at end of period $ 3,796,812 $ 1,534,632
=========== ===========
Supplemental disclosure of cash flow information:
Interest paid $ 699,779 $ --
=========== ===========
Income taxes paid $ -- $ --
=========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
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THE WMA CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 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 three months ended March 31, 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 March 31,
2000.
3. COMPREHENSIVE INCOME
Statement of Financial Account 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 comprehensive income is the unrealized gain (loss) on
securities as shown under the equity section of the consolidated balance sheet.
Total comprehensive income for the three months ended March 31, 2000 was
$867,566 compared to $699,914 for the three months ended March 31, 1999.
4. ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards No. 133, Accounting for Derivative Instruments
and Hedging Activities (SFAS No. 133). This statement established accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in investment securities and 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
6
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derivative will be included in either earnings or other comprehensive income
depending on the intended use of the derivative instrument. 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. This statement
defers the effective date of SFAS No. 133 until June 15, 2000; however, the
Company does not believe such provisions will have a significant impact on the
financial statements upon adoption.
5. INCOME PER SHARE
Basic income per share is computed on the weighted-average number of shares
outstanding in accordance with SFAS No. 128, Earnings Per Share. No dilutive
stock options or warrants were outstanding as of March 31, 2000 or March 31,
1999, thus there is no difference between basic and diluted income per share.
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.
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SEGMENT REPORTING
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31, 2000 1999
- ------------------------------------------------------------------------------------ ------------------------------------------
Non-Universal Universal Non-Universal Universal
(Amounts shown in thousands) Life-type Life-type Other Total Life-type Life-type Other Total
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Premiums $ 3,676 $ 3,676 $2,036 $ 2,036
Reinsured policy revenues 3,020 3,020 2,592 2,592
Benefits, claims and settlement expenses(1) 2,025 246 2,271 864 309 1,173
Reinsurance premium allowances, net 1,220 346 1,566 535 338 873
Amortization of deferred acquisition cost 40 1,046 1,086 47 967 1,014
------ ------ ------ ------- ------ ------ ------ -------
Underwriting profit 391 1,382 1,773 590 978 1,568
Net investment income (expense) 55 60 (44) 71 31 36 90 157
Other expenses 6 48 476 530 5 26 463 494
------ ------ ------ ------- ------ ------ ------ -------
Segment operating income (loss) before tax 440 1,394 (520) 1,314 616 988 (373) 1,231
Income tax expense (benefit) 150 474 (177) 447 209 336 (125) 420
------ ------ ------ ------- ------ ------ ------ -------
Segment net income (loss) $ 290 920 (343) $ 867 $ 407 652 (248) $ 811
====== ====== ====== ======= ====== ====== ====== =======
Segment assets $4,991 39,412 7,362 $51,265 $5,945 33,304 9,375 $48,624
====== ====== ====== ======= ====== ====== ====== =======
</TABLE>
- --------------
(1) Benefits, claims and settlement expenses include change in future policy
benefits.
During 2000 and 1999, the percentage of total premiums and reinsured policy
revenues which relate to Western Reserve Life Assurance Co. of Ohio ("Western
Reserve") is 87%.
The percentage of the total underwriting profit which relates to Western Reserve
for 2000 and 1999 is 79% and 85%, respectively.
The Company estimates that approximately 44% of VUL premiums and 30% of variable
annuity premiums, written through Western Reserve and sold by WMA Sales
Associates, originated in California.
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7. RECLASSIFICATION
The Company has reclassified the presentation of certain 1999 information to
conform to the 2000 presentation.
8. SUBSEQUENT EVENTS
On May 15, 2000, WMA Life Insurance Company Limited paid a dividend of $1.10
million to its parent, The WMA Corporation, to meet current cash requirements.
Stock Options
On May 12, 2000, the Company's Board of Directors approved an amendment to the
stock option plan previously authorized in 1999. The number of shares
exercisable under the option plan were limited to a formula amount determined by
multiplying the number of shares by a fraction, the numerator of which was the
proceeds actually received by the Company from the sale of the Company's common
stock and preferred stock on or before December 31, 1999 and the denominator of
which was $75,000,000. No proceeds were received by the Company on or before
December 31, 1999. The amendment extends the December 31, 1999 deadline to
January 1, 2002. Additionally, the amendment provides that the options may not
be exercised unless the new capital raised by the Company equals or exceeds
$15,000,000. The amendment is subject to ratification by the Company's
stockholders at the Company's 2000 Annual Meeting in August.
Warrants
On May 12, 2000, the Company's Board of Directors approved an amendment to the
Warrants previously authorized in 1999. The shares to be issued under the
Warrants were exercisable in equal increments over the five years after the
first anniversary of the date of issuance. The number of shares under the
Warrants was limited to a formula amount determined by multiplying the number of
shares otherwise issuable under the Warrants by a fraction, the numerator of
which was the proceeds actually received by the Company from the sale of the
Company's common stock and preferred stock, on or before December 31, 1999, and
the denominator of which was $75,000,000. No proceeds were received by the
Company on or before December 31, 1999. The amendment extends the December 31,
1999 deadline to January 1, 2002. Additionally, the amendment provides that the
Warrants may not be exercised unless the new capital raised by the Company
equals or exceeds $15,000,000. The amendment is subject to ratification by the
Company's stockholders at the Company's 2000 Annual Meeting in August.
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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 March 31, 2000 compared with December
31, 1999, and its results of operations for the three months ended March 31,
2000, compared with the three months ended 1999. This discussion should be read
in conjunction with the MD&A and the Company's Consolidated Financial Statements
and notes thereto 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
policies and annuities sold by "WMA Sales Associates", a growing 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 a 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., who
beneficially owns approximately 36.1% of the Company's common stock, owns
substantially all of WMA Agency and 100% of 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. As a consequence, 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.
LIFE INSURANCE APPLICATIONS (1)
<TABLE>
<CAPTION>
THREE MONTHS
CEDING LIFE COMPANY ENDED
3/31/00 1999 1998
------- ---- ----
<S> <C> <C> <C>
Western Reserve Assurance Co. of Ohio ("Western Reserve") 75% 78% 81%
Kemper Investors Life Insurance Co. ("Kemper") 2 3 4
--- --- ---
Total % Subject to Reinsurance 77 81 85
Total % Not Subject to Reinsurance 23 19 15
--- --- ---
Total % Applications Submitted 100% 100% 100%
</TABLE>
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ANNUITY APPLICATIONS(1)
<TABLE>
<CAPTION>
THREE MONTHS
CEDING LIFE COMPANY ENDED
3/31/00 1999 1998
------- ---- ----
<S> <C> <C> <C>
Western Reserve 71% 66% 44%
American Skandia Life Assurance Corporation ("American Skandia") 13 12 16
---- ---- ----
Total % Subject to Reinsurance 84 78 60
Total % Not Subject to Reinsurance 16 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.
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 revenue 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).
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 March 31, 2000, WMA Life's reinsurance inforce on life insurance constituted
273,289 policies, including riders, with an aggregate face amount of $8.55
billion. This is an increase of 12,933 life insurance policies and riders, or 5%
and $521.13 million of inforce face amount, or 6%, from December 31, 1999.
At March 31, 2000, WMA Life had reinsurance inforce with respect to variable
annuities for 30,738 policies with reinsurance annuity contract benefits of
$377.01 million. This is an increase of 6,255 annuity policies, or 26%, and
$52.18 million of annuity contract benefits, or 16% from December 31, 1999.
Although somewhat mitigated by the underlying investment performance of the
policies reinsured, the relative increase in the amount of annuity contract
benefits is lower than the increase in the number of annuity policies primarily
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.
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The following table indicates the percentage of WMA Life's reinsurance revenues
derived from each Ceding Life Company.
<TABLE>
<CAPTION>
THREE MONTHS
CEDING LIFE COMPANY ENDED
3/31/00 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>
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 being 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 reserves and the
assets related to the reserves, which would otherwise be recorded and held by
the reinsurer, are retained by the ceding company. ModCo is primarily used for
products that develop cash values, which allows the ceding company to retain the
associated assets for investment purposes. Under both 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 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 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.
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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
$41.11 million at March 31, 2000, an increase of $1.36 million, or 3%, 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 methods that include 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 to calculate 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 costs 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 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 costs
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 related to reinsured VUL policies are recorded
as Benefits, claims and settlement expenses on the Consolidated Financial
Statements. The change in 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 $5.04 million at March 31, 2000, an
increase of $546,000, or 12%, from December 31, 1999. The liability at March
31, 2000 is comprised of two components: (i) liabilities under the Company's MRT
reinsurance agreements, and (ii) liabilities related to the coinsurance of VUL
policies 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 portion of the Western Reserve VUL and
variable annuity coinsurance agreements is equal to reinsured policy account
balances.
To date, management believes the assumptions used regarding its liability for
future policy benefits are appropriate for its circumstances.
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RESULTS OF OPERATIONS
Three Months Ended March 31, 2000 Compared to Three Months Ended March 31, 1999.
Revenues. Revenues increased by $1.98 million, or 41%, for the three months
ended March 31, 2000 compared to the same period in 1999. The increase was
primarily attributable to the growth in premiums associated with the MRT
agreements. To a lesser extent, the increase was attributable to the growth in
revenues associated with the coinsurance and modified coinsurance agreements.
Premiums. Premiums increased by $1.64 million, or 81%, for the three months
ended March 31, 2000 compared to the same period in 1999. Policies and riders
reinsured on a MRT basis increased by 76,118 or 49% to 230,848 at March 31, 2000
from 154,730 at March 31, 1999. Effective October 1, 1999, the Company entered
into a new MRT agreement with Western Reserve to reinsure 20% of the Financial
Freedom Builder ("FFB") VUL policies sold by WMA Sales Associates and issued
after January 1, 1999. The increase in premiums due to the new MRT agreement was
$1.51 million, as well as 84,528 of the policies in force. The remaining
increase in premiums was primarily attributable to the increasing duration of
the policies in force since the reinsurance premiums increase with the age of
the insured.
Reinsured Policy Revenues. Reinsured policy revenues increased by $428,000, or
17%, for the three months ended March 31, 2000 compared to the same period 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. The revenue increase was attributable
to the variable annuity agreements with Western Reserve and American Skandia.
Of the $3.02 million Reinsured policy revenues for the three months ended March
31, 2000, $1.54 million was attributable to the VUL coinsurance and modified
coinsurance agreement with Western Reserve compared to $1.83 million for the
same period in 1999, a decrease of $283,000, or 15%. Revenues for the three
months ended March 31, 1999 included $451,000 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
mitigated by increasing revenues on business in force associated with policies
issued and reinsured during 1998, the 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.) VUL
Reinsured policy revenues through the third quarter of 2000 will likely be less
than those reported for the same period during 1999 as a result of the recapture
and the discontinuation of new VUL policies reinsured on a coinsurance and
modified coinsurance basis.
The remaining $1.48 million of Reinsured policy revenues was attributable to the
variable annuity reinsurance agreements compared to $766,000 for the same period
in 1999, an increase of $711,000, or 93%. Although mitigated by the recapture of
certain variable annuity business by Western Reserve during 1999, the increase
in revenues is primarily attributable to the remaining business in force and new
business subsequently reinsured under the Western Reserve and American Skandia
coinsurance and modified coinsurance agreements. Revenues for the three months
ended March 31, 1999 included $42,000 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.) Considering the Company will be 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, future variable annuity Reinsured policy revenue increases could
exhibit a smaller rate of growth.
14
<PAGE> 15
Net Investment Income and Net Realized Gain (Loss) on Investments. Net
investment income decreased by $86,000, or 55%, for the three months ended March
31, 2000 compared to the same period in 1999. Investment income is earned from
investments in fixed income securities and cash equivalents. Investment expenses
of $19,000 and $18,000 for 2000 and 1999, respectively, related to investment
advisor fees and custodial fees and were netted with gross investment income
excluding realized gains and losses. The decrease in net investment income was
primarily due to the reduction in total investments, which resulted from the
sale of fixed income securities in order to pay the Ceding Life Companies for
reinsurance expense allowances and benefits. The most significant components of
these payments were attributable to the Western Reserve coinsurance and modified
coinsurance agreements and to the American Skandia ModCo agreement. There were
no net realized gains or losses on investments reported for the periods ended
March 31, 2000 and March 31, 1999. Net realized gains are the result of selling
securities after a decrease in market yields after their purchase; an increase
in market yields cause a decrease in the market value of invested securities.
Benefits, Claims and Settlement Expenses. Benefits, claims and settlement
expenses increased by $678,000, or 59%, for the three months ended March 31,
2000 compared to the same period in 1999. This increase is primarily the result
of an increase in volume of business in force, an increase in the age of the
business in force, and claims greater than otherwise anticipated. The amount of
business in force at March 31, 2000 was $8.55 billion compared to $6.71 billion
at March 31, 1999, which represents an increase of $1.84 billion, or 27%.
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 during the first quarter of 2000 were approximately 15% greater than
otherwise expected based upon management estimates and prior claims activity.
Management estimates net income was reduced by $160,000 for the period ended
March 31, 2000, due to this higher than expected claims activity. Management
believes that this activity is not indicative of future performance, as there is
no pattern of demonstrated loss and because of normal random fluctuation in
claims activity.
Changes in Future Policy Benefits. Change in future policy benefits increased by
$420,000, or 2,681%, for the three months ended March 31, 2000 compared to the
same period in 1999. The liability for future policy benefits under the
Company's MRT reinsurance agreements increased by $1.53 million, or 130%, at
March 31, 2000 compared to March 31, 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 polices issued January 1,
1999 and thereafter.
Reinsurance Premium Allowances, Net. Net reinsurance premium allowances
increased by $694,000, or 80%, for the three months ended March 31, 2000
compared to the same period 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 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 revenues, the increase in net reinsurance premium allowances was
due to an increase in the MRT premiums in force, the placement of the variable
annuity business reinsured on a coinsurance and modified coinsurance basis, and
the business placed under the new MRT agreement.
15
<PAGE> 16
Amortization of Deferred Acquisition Costs. Amortization of deferred acquisition
costs increased by $72,000, or 7%, for the three months ended March 31, 2000
compared to the same period in 1999. The increase in amortization of deferred
acquisition costs was attributable to increased revenues, primarily reinsured
policy revenues, associated with business reinsured and with the placement of
new business.
Professional Fees and Other Expenses. Professional fees and other expenses
increased by $34,000, or 12%, for the three months ended March 31, 2000 compared
to the same period in 1999. Expenses include professional fees for legal,
actuarial and accounting expenses incurred, operating expenses, and other
miscellaneous expenses. The increase in expenses was attributable primarily to
an increase in the amount of reinsurance business activities and expenses
relating to the administration of the Company.
Interest Expense. Interest expense increased by $1,500, or 1%, for the three
months ended March 31, 2000 compared to the same period in 1999. The increase
was due to the restructure of the line of credit in April 1999 whereby all
unpaid accrued interest was added to the outstanding principal balance under the
line of credit and also to the issuance of a five year term note in July 1999
(as discussed below).
Fees to World Marketing Alliance, Inc. Fees to World Marketing Alliance, Inc.
remained the same for the periods ended March 31, 2000 and March 31, 1999. Fees
to World Marketing Alliance, Inc. consist of corporate services, rent expenses
and the funding of certain operating and travel-related expenses for the
Company. The Company has a sublease Agreement with World Marketing Alliance,
Inc. pursuant to which the Company pays annual rent of $18,675 to WMA Agency for
1500 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 Taxes. Income taxes increased by $26,000, or 6%, for the three months
ended March 31, 2000 compared to the same period in 1999 due to higher levels of
Income before income taxes. The Company's effective tax rate for both 2000 and
1999 was 34%. The income taxes for the period ended March 31, 2000 are
deferred in accordance with GAAP. As a result of the reduction in the
percentage of business reinsured under the Company's coinsurance and modified
coinsurance agremeents, management anticipates that taxable income, calculated
on a statutory basis, may emerge during 2000. If this should occur, the Company
will incur cash expenditures for the purpose of paying income taxes and the
effective tax rate will likely be less than 34% due to the "small life
insurance company deduction" available to the Company. (See Note 2-Deferred Tax
in the Notes to Consolidated Financial Statements).
Net Income. As a result of the foregoing, Net income for the three months ended
March 31, 2000 was $867,000 compared to $811,000 for the quarter ended March 31,
1999, an increase of $56,000, or 7%.
LIQUIDITY AND CAPITAL RESOURCES
The principal sources of the Company's cash flow have been premiums received
from the Ceding Life Companies, investment income, proceeds from the sale of
invested assets, issuance of the Company's common 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 the
gross reinsurance allowances, investment purchases and reinsurance claims.
Premiums are generally received in advance of related claims payments. Under the
MRT reinsurance agreements, premiums 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 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.
The Company's cash requirements for operating and investment expenses consist
of: salaries and benefits; management service fees; investment management and
custodial fees; accounting and consulting service fees; expenses related to
regulatory issues and compliance with corporate and tax matters; and other
incidental administrative expenses.
16
<PAGE> 17
For the three months ended March 31, 2000, net cash provided by operating
activities was $2.22 million compared to $5.19 million used in operating
activities for the same period ended March 31, 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 has established a $10 million line of credit with Money Services,
Inc. ("MSI"), a subsidiary of AEGON USA, Inc. As of March 31, 2000 the total
amount due under this line of credit had an outstanding principal balance of
$5.30 million and accrued interest of $115,000. Interest accrues at the rate of
9% per annum. Under the terms of the line of credit, as amended, the first
scheduled payment was made in February 2000 with future payments on the
outstanding balance and related accrued interest due on the 45th day after the
close of each calendar quarter until the entire outstanding balance and accrued
interest is paid in full. A payment of $663,000 is scheduled to be paid on May
15, 2000, with additional estimated payments of $550,000 each scheduled to be
paid on August 15, 2000 and November 15, 2000. At March 31, 2000, the
anticipated payment amounts for the remaining three quarters of 2000, which
represent the current maturities of the long-term debt, are 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. 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 March 31, 2000, the Company had an outstanding
principal amount of $5 million and accrued interest of $64,000 in regard to the
term note.
During 1999, the Company proceeded with a private placement offering up to
1,000,000 shares of Series A Convertible Preferred Stock (the "Preferred Stock")
to a limited number of independent sales associates contractually associated
with WMA Agency, WMA Agency employees and certain other investors acceptable to
the Company that quality as "accredited investors" within the meaning of Rule
501 of Regulation D under The Securities Act of 1933. Additionally, the Company
proceeded with a private placement offering up to 4,333,333 shares of common
stock (the "Common Stock Offering") to certain institutional investors, which,
if completed, will be closed following the Preferred Stock offering. Upon
closing of the common stock Offering (assuming net proceeds to the Company of at
least $10 million), the Preferred Stock will convert to shares of common stock.
The Company reserves the right, in its absolute discretion, to decline to offer
Preferred Stock or common stock to any and all prospective investors who may be
willing to accept an offer to sell. There can be no assurance that the Company
will sell any shares of Preferred Stock in the Preferred Stock offering or
common stock in the Common Stock Offering.
Company management does not expect to successfully place the majority of shares
offered under its Common Stock Offering, nor all the shares offered under its
Preferred Stock offering. The Preferred Stock offering, as amended, will
continue until June 30, 2000, unless closed earlier at the Company's discretion.
The Common Stock Offering will be closed following the close of the Preferred
Stock offering. Net proceeds to the Company from the offerings will be used to
repay indebtedness and accrued interest under the line of credit obtained from
MSI, which will enable WMA Life to expand its reinsurance capacity.
Notwithstanding additional capital contributions, which would otherwise allow
the Company to expand its reinsurance capacity, the Company previously projected
to realize net positive cash flows from its reinsurance operations during year
2000. Nevertheless, measured by policies, the variable annuity new business
reinsured during the three months ended March
17
<PAGE> 18
31, 2000 increased 133% compared to the same period in 1999. Thus, as a result
of the growth in new business issued, reinsured annuity considerations decreased
only 16% although the percentage of annuity business reinsured during the period
ended March 31, 2000, compared to the same period in 1999, decreased 75%. If
these growth rates are sustained, which are considerably greater than that
previously anticipated, negative cash flows may result due to an increase in the
cash required to pay the Ceding Life Company's reinsurance allowances for the
business reinsured. In this event, if sufficient proceeds are not obtained from
the Company's private placement offerings, and alternative sources of financing
are not obtainable at an acceptable cost, the Company would be compelled to
attempt to negotiate additional amendments to the coinsurance and modified
coinsurance agreements which would reduce its future cash outlays.
The Company's primary source of liquidity was $3.80 million in cash and cash
equivalents at March 31, 2000, an increase of $2.26 million from March 31, 1999.
Of the $3.80 million in cash and cash equivalents, $1.99 million was invested in
short-term commercial paper. The effective duration of the Company's fixed
income portfolio is 3.4 years with all of the 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 A1 by
Moody's.
For the three months ended March 31, 2000, net cash used in investing activities
was $1.90 million compared to $102,000 provided by investing activities for the
same period in 1999. The Company purchased $1.93 million of additional fixed
income corporate securities during the first quarter of 2000. As a result, the
percentage of corporate fixed income securities held in the Company's portfolio
increased from 14% at December 31, 1999 to 35% at March 31, 2000. Net cash
provided by investing activities in the first quarter of 1999 resulted from the
principal paydowns on its asset and mortgage-backed securities held at that
time. There were no financing activities during the first quarter of 2000 or
1999.
The WMA Corporation is a holding company with no direct operations and its
principal asset is the capital stock of WMA Life and $620,000 of cash and
invested assets. The Company relies primarily on funds retained at the holding
company level and potential dividends from WMA Life to meet ongoing cash
requirements. 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 March 31, 2000, WMA Life had the statutory capacity to pay $7.12
million in dividends. As approved by the directors of WMA Life in February 2000,
WMA Life paid a dividend of $1.20 million to the Company to meet current cash
requirements. During 2000, the Company will rely primarily on dividends 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") pursuant to which the Company transferred its assets
to Comerica. Comerica subsequently issued new LOCs to Kemper and Western Reserve
in the amounts of $140,000 and $4.75 million, respectively. The new LOCs are
collateralized by the Company's assets held by Comerica.
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. Such statements may include,
but are not limited to, projections of earnings, revenues, income or loss,
capital expenditures, plans for future operations and financing needs or plans,
as well as assumptions relating to the foregoing. 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
18
<PAGE> 19
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 regulatory examinations and investigations and 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
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 in the Company will be those anticipated by management. Actual
results could differ materially from those expected by the Company, depending
upon the outcome of certain factors, including those described in the
forward-looking statements.
19
<PAGE> 20
PART II
ITEM 1. LEGAL PROCEEDINGS
As of March 31, 2000, the Company was not a party to any litigation or
arbitration. Except as disclosed below in Item 5. Other Matters, 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
There were no changes in securities during the three months ended March 31,
2000 (see Note 8. -- Subsequent Events in the Notes to Consolidated Financial
Statements for recent developments regarding stock options and warrants.)
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 SECURITIES HOLDERS.
There were no matters submitted to a vote of security holders during the three
months ended March 31, 2000.
ITEM 5. OTHER MATTERS
On December 18, 1998, the California Department of Corporations issued to WMA
Agency, WMA Securities and WMA Investment Advisors, Inc. ("WMA Investment
Advisors"), a Desist and Refrain Order ("Desist Order") to refrain from further
offers or sales of franchises in California. WMA Agency
20
<PAGE> 21
and affiliates have challenged this order on the grounds that their activities
do not fall within the scope of the California franchise laws and are pursuing
available administrative remedies in an effort to resolve this issue. While
legal counsel to WMA Agency does not believe that the order was validly issued,
WMA Agency has reduced its initial processing fee charged to individuals to an
amount that it believes will fall within an exemption to the California
franchise law, if it is otherwise determined to be applicable. On October 7,
1999, an administrative law judge upheld the California Department of
Corporation's Desist Order. A petition for a writ of mandate was filed in
Superior Court seeking to overturn this decision and dissolve the Desist Order.
On May 1, 2000, the Superior Court denied WMA Agency's petition. WMA Agency has
indicated that it intends to file an appeal of this decision in the Court of
Appeals. In addition, WMA Agency has initiated minor changes in certain of its
business procedures which the California Department of Corporations and the
administrative law judge considered important in finding the existence of a
franchise fee. If WMA Agency's appeal to the Court of Appeals is unsuccessful,
however, monetary penalties could be imposed on WMA Agency and its affiliates
with respect to prior periods. In addition, in such a case, it is possible that
more substantive changes in the manner in which they conduct business activities
could be required. If WMA Agency is fined or its manner of business materially
modified, such a 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, WMA Securities, and WMA Sales Associates for the
marketing of new VUL and variable annuity policies which the Company may then
reinsure.
On April 11, 2000, WMA Securities received a Notice of Intent to Revoke or
Impose Other Sanctions (the "Notice") from the Nevada Secretary of State
Securities Division in connection with complaints received with respect to sales
activities of a former WMA Sales Associate. The notice alleges that after WMA
Securities became aware of a securities violation by the WMA Sales Associate,
and took disciplinary action against him, WMA Securities failed to take adequate
steps to prevent the former WMA Sales Associate from committing a second
violation of the law. The Nevada Secretary of State Securities Division may seek
to revoke WMA Securities' broker-dealer license in Nevada, impose a penalty of
up to $2,500 for a single violation or up to $100,000 for multiple violations or
impose other sanctions. Legal counsel for WMA Securities is preparing the
response to the Notice.
In the past two years, WMA Agency and WMA Securities have been and/or continue
to be subject to other investigations of their compliance and supervisory
programs with respect to customer complaints, the sales and marketing activities
of certain WMA Sales Associates and supervisory procedures by the Washington
Department of Insurance and the Maryland Insurance Administration and by
securities regulatory authorities in Florida, Ohio, Massachusetts, Nebraska and
Texas.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
No reports were required to be filed on Form 8-K during the three months ended
March 31, 2000.
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
------ ----------------------
<S> <C>
27.1 Financial Data Schedule (Attached) (for SEC use only)
</TABLE>
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: May 15, 2000
Edward F. McKernan, Senior Vice
President, Chief Financial Officer,
Actuary, and Director
22
<TABLE> <S> <C>
<ARTICLE> 7
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF THE WMA CORPORATION FOR THE THREE MONTHS ENDED MARCH 31,
2000 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<DEBT-HELD-FOR-SALE> 3,950,128
<DEBT-CARRYING-VALUE> 0
<DEBT-MARKET-VALUE> 0
<EQUITIES> 0
<MORTGAGE> 0
<REAL-ESTATE> 0
<TOTAL-INVEST> 3,950,128
<CASH> 3,796,812
<RECOVER-REINSURE> 1,464,178
<DEFERRED-ACQUISITION> 41,112,453
<TOTAL-ASSETS> 51,265,371
<POLICY-LOSSES> 5,040,710
<UNEARNED-PREMIUMS> 0
<POLICY-OTHER> 0
<POLICY-HOLDER-FUNDS> 0
<NOTES-PAYABLE> 10,303,562
0
0
<COMMON> 2,500
<OTHER-SE> 29,272,710
<TOTAL-LIABILITY-AND-EQUITY> 51,265,371
3,676,173
<INVESTMENT-INCOME> 70,642
<INVESTMENT-GAINS> 0
<OTHER-INCOME> 3,020,268
<BENEFITS> 2,271,170
<UNDERWRITING-AMORTIZATION> 1,086,143
<UNDERWRITING-OTHER> 1,566,396
<INCOME-PRETAX> 1,313,930
<INCOME-TAX> 446,736
<INCOME-CONTINUING> 867,194
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 867,194
<EPS-BASIC> 0.35
<EPS-DILUTED> 0.35
<RESERVE-OPEN> 0
<PROVISION-CURRENT> 0
<PROVISION-PRIOR> 0
<PAYMENTS-CURRENT> 0
<PAYMENTS-PRIOR> 0
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</TABLE>
