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, 1996 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to ---------------- --------------- Commission file number 0-13969 JOHN ADAMS LIFE CORPORATION - - -------------------------------------------------------------------------------- (Exact name of small business issuer as specified in its charter) California 95-4081667 - - ------------------------------- ---------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 11845 W. Olympic Boulevard, Suite 905, Los Angeles, California 90064 - - -------------------------------------------------------------------------------- (Address of principal executive offices) Issuer's telephone number: (310) 444-5252 Former Address: Not Applicable 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 --- --- The number of shares outstanding of the issuer's common stock (no par value) as of May 13, 1996, was 2,864,700. Transitional Small Business Disclosure Format (check one): Yes No x --- --- 2 JOHN ADAMS LIFE CORPORATION FORM 10-QSB MARCH 31, 1996 INDEX PAGE NO. PART 1. FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Balance Sheet - March 31, 1996 (Unaudited) 3 Consolidated Statements of Operations - Three months ended March 31, 1996 and 1995 (Unaudited) 5 Consolidated Statements of Cash Flows - Three months ended March 31, 1996 and 1995 (Unaudited) 6 Notes to Consolidated Financial Statements (Unaudited) 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 10 PART II. OTHER INFORMATION 12 2 3 JOHN ADAMS LIFE CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET--MARCH 31, 1996 ASSETS (UNAUDITED) CASH AND INVESTMENTS Cash ........................................................ $ 343,827 Bonds: Available for sale, at fair value (amortized cost of $13,166,856) ........................... 13,112,724 Policy loans, net of unearned interest of $312,852 .......... 6,186,609 ----------- 19,643,160 REINSURANCE RECOVERABLE ....................................... 2,619,032 DEFERRED POLICY ACQUISITION COSTS, less reimbursement of deferred policy acquisition costs due to reinsurance .......................................... 4,280,777 ACCOUNTS RECEIVABLE ........................................... 24,320 ACCRUED INVESTMENT INCOME ..................................... 161,471 OTHER ASSETS .................................................. 546,828 ----------- Total assets ............................................ $27,275,588 =========== The accompanying notes are an integral part of these statements. 3 4 JOHN ADAMS LIFE CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET--MARCH 31, 1996 LIABILITIES AND SHAREHOLDERS' EQUITY (UNAUDITED) LIABILITIES: POLICY LIABILITIES Future life benefits and other policy obligations ......... $18,498,769 Deferred revenue .......................................... 709,156 ----------- 19,207,925 DUE TO REINSURERS ........................................... 1,831,073 OTHER LIABILITIES ........................................... 946,366 ----------- 21,985,364 ----------- CONTINGENCIES SHAREHOLDERS' EQUITY: Preferred stock, no par value-- Authorized--5,000,000 shares; no shares outstanding ........................................... - Common stock, no par value-- Authorized--15,000,000 shares Issued and Outstanding--2,864,700 shares ................ 6,254,547 Net unrealized loss on bonds available for sale, net of deferred policy acquisition costs adjustments ........................................... (29,160) Retained earnings - deficit ............................... (925,788) ----------- 5,299,599 Unearned restricted stock compensation .................... (9,375) ----------- 5,290,224 ----------- Total liabilities and shareholders' equity .............. $27,275,588 =========== The accompanying notes are an integral part of these statements. 4 5 JOHN ADAMS LIFE CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995 (UNAUDITED) 1996 1995 --------- --------- REVENUES: Premiums and policy charges ................. $ 282,925 $ 313,233 Premiums ceded .............................. (132,490) (147,005) --------- --------- Net Premiums and policy charges ............. 150,435 166,228 Interest on policy loans .................... 137,294 113,305 Investment income, net ...................... 192,168 176,437 Net realized investment gains (losses) ...... (374) (4,136) Net unrealized investment gains(losses) ..... - 66,400 --------- --------- 479,523 518,234 --------- --------- BENEFITS AND EXPENSES: Benefits incurred ........................... 443,622 181,319 Reinsurance recoveries ...................... (215,182) (16,477) --------- --------- Net benefits incurred ....................... 228,440 164,842 Interest on policyholders' accumulation accounts ..................... 158,020 100,314 Operating costs and expenses ................ 171,078 324,950 Amortization of deferred policy acquisition costs ......................... 58,265 (56,427) --------- --------- 615,803 533,679 --------- --------- Net loss .................................. $(136,280) $ (15,445) ========= ========= Net loss per share ............................. $ (0.05) $ (0.01) ========= ========= The accompanying notes are an integral part of these statements. 5 6 JOHN ADAMS LIFE CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS THREE MONTHS ENDED MARCH 31, 1996 AND 1995 (UNAUDITED) 1996 1995 ----------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES: Net loss .............................................................. $ (136,280) $ (15,445) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Net sales of bonds held for trading ................................. - 11,543 Net realized investment losses (gains) .............................. 374 4,136 Net unrealized investment (gains) losses ............................ - (66,400) Net accretion of investment premiums and discounts .................. 6,971 (1,063) Policy loans ........................................................ (139) (45,894) Reinsurance recoverable ............................................. (57,146) 2,185,082 Accounts receivable ................................................. (14,846) (3,833) Other assets ........................................................ (244,823) 306,580 Deferred policy acquisition costs before effect of unrealized investment gains/losses ................................ (279,240) (102,304) Accrued investment income ........................................... (20,254) 53,673 Policy liabilities .................................................. (229,581) (1,523,403) Amortization of unearned restricted stock compensation .............. 9,375 9,375 Amounts due to reinsurers ........................................... 415,994 (1,591,949) Other liabilities ................................................... 310,872 (341,444) ----------- ----------- Net cash provided by (used in) operating activities ................. (238,723) (1,121,346) ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of investments ............................................ (2,678,337) (110,342) Sales, maturities and repayments of principal on investments ....................................................... 399,666 2,003,068 ----------- ----------- Net cash used in investing activities ................................. (2,278,671) 1,892,726 ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES: Policyholder fund receipts ............................................ 2,073,119 (386,927) ----------- ----------- Net cash provided by (used in) financing activities ................... 2,073,119 (386,927) ----------- ----------- INCREASE (DECREASE) IN CASH ................................................ (444,275) 384,453 CASH AT BEGINNING OF YEAR .................................................. 788,102 395,001 ----------- ----------- CASH AT END OF YEAR ........................................................ $ 343,827 $ 779,454 =========== =========== The accompanying notes are an integral part of these statements. 6 7 JOHN ADAMS LIFE CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 1996 (UNAUDITED) Summary of significant accounting policies 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 to Form 10-QSB. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of normal accruals) considered necessary for a fair presentation have been included. In addition, these accounting principles differ in certain material respects from the accounting practices prescribed by various insurance regulatory authorities. The results of operations for the three months ended March 31, 1996, are not necessarily indicative of the results to be expected for the full year. The accompanying unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 1995, contained in the Company's 1995 Annual Report to Shareholders. Certain items have been reclassified to conform to the current year's presentation. Premium revenue and related expenses Premiums for traditional life insurance products are recorded as earned when due. Benefits and expenses are associated with earned premiums in order to recognize profits over the contract terms in proportion to premiums earned. This association is accomplished by the provision of a reserve for future policy benefits and the deferral and subsequent amortization of policy acquisition costs. The reserve for future policy benefits and the amortization of deferred acquisition costs for traditional life insurance products are computed using the net level premium method based on estimated future investment yield, mortality and withdrawals. Revenues for interest sensitive life policies and investment products consist of mortality charges for the cost of insurance, policy administration fees and surrender charges assessed to policy account balances. 7 8 Deferred revenue Deferred revenue represents the excess of premiums collected from policyholders over the cost of providing insurance. This profit is amortized into income over the life of the related insurance policy. Deferred acquisition costs The costs of acquiring new business, principally commissions paid to agents and other related policy issuance costs, are capitalized and amortized over the policy term in proportion to related premium income for traditional life insurance products and for interest sensitive life-type and investment contracts over the estimated lives of the contracts in relation to the present value of the estimated gross profits, which are comprised of net interest income, net realized investment gains and losses, surrender charges, mortality margins and policy administration fees and expenses. Amounts received from reinsurers representing reimbursements of the costs of acquiring new business are deferred and recognized over the policy term in proportion to related premiums paid to reinsurers. Deferred acquisition costs, net of accumulated amortization at March 31, 1996, are summarized as follows: Total amount capitalized .................. $ 5,740,054 Reimbursement due to reinsurance .......... (1,459,277) ----------- $ 4,280,777 =========== Bonds Bonds available for sale are carried at aggregate market value, with net unrealized holding losses charged directly to shareholders' equity. The change in net unrealized holding loss on bonds available for sale charged to shareholders' equity was $29,160 for the three months ended March 31, 1996. Realized gains and losses on the sale of bonds are recognized in operations at the date of sale and are determined using the specific cost identification method, in accordance with the Statement of Financial Accounting Standards No. 115, "Accounting for Certain Investments in Debt and Equity Securities." Policy loans Policy loans are recorded at the unpaid balance, less interest collected in advance. Interest on policy loans is recognized using the effective interest method. 8 9 Future policy benefits Liabilities for future policy benefits for traditional life insurance products have been computed on the net level premium method, based upon the following estimated future investment yield, mortality and withdrawal assumptions: Investment Yield - 9.9 percent to 13.6 percent annually over the policy life of the Company's primary products. Mortality Rates - Primarily based on 80 percent of the 1965-1970 Modified Basic Select and Ultimate Mortality Table. Withdrawal Rates - Primarily based on Company experience. Liabilities for interest sensitive life-type and investment contracts are stated at policyholder account values (premiums received, plus interest credited less withdrawals and charges for mortality and policy administration). Income taxes The adoption of Statement of Financial Accounting Standards No. 109 "Accounting for Income Taxes" did not have a material effect on the financial position or results of operations of the Company, in the first three months of 1996 Earnings per share Earnings per share are computed on the basis of the weighted average number of shares outstanding during each year. The calculation of the weighted average number of shares outstanding includes the effect of stock equivalents arising from the Company's repurchase of its stock and the issuance of restricted stock. Weighted average shares outstanding totaled 2,864,700, at March 31, 1996 and 1995. The impact of stock options was not dilutive. 9 10 JOHN ADAMS LIFE CORPORATION AND SUBSIDIARIES Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS THREE MONTHS ENDED MARCH 31, 1996 AND 1995 Results of Operations The net loss in the first quarter of 1996 totaled $136,000 or $.05 per share compared to a net loss of $15,000 or $.01 per share for the comparable period of 1995. The increase in the net loss for the three months ended March 31, 1996, compared to the comparable period in 1995, is due primarily to an increase in amortization of deferred policy acquisition costs, an increase in net benefits incurred, and a decrease in net unrealized investment gains. These factors were partially offset by the decrease in operating costs and expenses. During the first quarter of 1996 compared to the first quarter of 1995, operating costs and expenses decreased by $154,000 due primarily to the Company's restructuring program. Net premiums and policy charges in the first quarter of 1996 decreased to $150,000 from $166,000 in the first quarter of 1996. The Company has changed its sales emphasis to annuities. The premiums shown on the Company's consolidated statement of operations in accordance with GAAP consist of premiums received for traditional whole-life and term life insurance products. Premiums collected by the Company for interest sensitive whole-life, and single and flexible premium deferred annuities are not reported as premium revenues, but rather are reported as policy liabilities. With respect to these products, revenues are recognized over time in the form of investment income on invested funds, surrender charges and mortality and other charges deducted from the policyholders' account balances. The deposit-type funds (premiums) collected by the Company for annuities (on a statutory accounting basis as set forth in the Company's statutory financial statements filed with state insurance departments) were $1,992,000 in the first quarter of 1996, and $383,000 in the first quarter of 1995. There were no net unrealized investment gains or losses in the first quarter of 1996, as the Company reclassified its bonds held for trading to bonds available for sale thereby placing all of its bonds in the same category. Revenues from interest sensitive life policies, consisting of mortality charges, policy administration fees and surrender charges assessed to policy account values decreased to $152,000 in the first quarter of 1996 from $192,000 in the first quarter of 1995. 10 11 Interest on policy loans and net investment income increased to $329,000 in the first quarter of 1996 from $290,000 in the first quarter of 1995. Amortization of deferred acquisition costs increased primarily due to revised assumptions included in estimates of future gross profits relating to investment and mortality margins based upon actual experience for the Company's interest sensitive life products. Liquidity and Capital Resources The Company's investments in policy loans tends to enhance liquidity, since liabilities of the Company on surrenders of whole- life paid-up at age 70 or 80 policies can be satisfied largely through the discharge of the policy loan, with very little net cash outflow. Management considers its liquidity position to be adequate. The Company does not invest in high-risk bonds, it keeps tight controls on expenditures, and its products are structured in such a way that commission expenses and policy loans are usually less than premium revenues, reinsurance allowances and interest on policy loans paid in advance. Developing and writing new life insurance, however, can result in a reduction of statutory capital and surplus because the Company establishes statutory reserves for future policy benefits and incurs a noncash liability for unearned policy loan interest that exceeds the premium revenue associated with the new policy. JALIC's statutory capital and surplus at March 31, 1996, was $2,003,646. The amount of dividends that may be paid by JALIC to its parent is limited by insurance statutes and regulations and certain special federal income tax provisions applicable to insurance companies. 11 12 PART II. OTHER INFORMATION Item 1. Legal Proceedings The Company is not involved in any legal proceedings that in management's opinion could result in a material adverse effect on the Company's financial condition or results of operation. Item 2. Changes in Securities - Not applicable. Item 3. Defaults Upon Senior Securities - Not applicable. Item 4. Submission of Matters to a Vote of Security Holders - Not applicable. Item 5. Other Information - Not applicable. Item 6. Exhibits and Reports (a) No reports on Form 8-K were filed during the quarter for which this report is filed. (b) Exhibits - Previously filed. 12 13 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. JOHN ADAMS LIFE CORPORATION Date: May 13, 1996 By: Benjamin A. DeMotto ------------------- Benjamin A. DeMotto Chairman of the Board and President Date: May 13, 1996 By: Bernadette de Vera ------------------ Bernadette de Vera Controller 13