UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000
COMMISSION FILE NUMBER: 0-2616
CONSUMERS FINANCIAL CORPORATION
1513 CEDAR CLIFF DRIVE
CAMP HILL, PA 17011
PENNSYLVANIA 23-1666392
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
filing such requirements for the past 90 days.
Yes XX No
Indicate the number of shares outstanding of each of the issuer s classes
of common stock, as of the latest practicable date.
Outstanding at
Class of Common Stock July 31, 2000
$.01 Stated Value 2,578,217 shares
CONSUMERS FINANCIAL CORPORATION AND SUBSIDIARIES
INDEX
PAGE
PART I. FINANCIAL INFORMATION NUMBER
Item 1. Financial Statements:
Consolidated Statements of Net Assets in Liquidation - 3
June 30, 2000 and December 31, 1999
Consolidated Statements of Changes in Net Assets in Liquidation - 4
Six and Three Months Ended June 30, 2000 and 1999
Notes to Consolidated Financial Statements 5 - 9
Item 2. Management s Discussion and Analysis of Results of 10-14
Operations and Financial Condition
Item 3. Quantitative and Qualitative Disclosure About Market Risk 15
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 16
Item 2. Changes in Securities 16
Item 3. Defaults upon Senior Securities 16
Item 4. Submission of Matters to a Vote of Security Holders 16
Item 5. Other Information 16
Item 6. Exhibits and Reports on Form 8-K 16-17
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONSUMERS FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF NET ASSETS IN LIQUIDATION
<TABLE>
<CAPTION> JUNE 30,
2000 December 31,
(in thousands) (UNAUDITED) 1999
<S> <C> <C>
Assets
Investments:
Fixed maturities $913 $896
Mortgage loans on real estate 1,243 1,552
Short-term investments 1,221 1,146
Total investments 3,377 3,594
Cash 63 274
Accrued investment income 14 19
Reinsurance recoverable 9,787 11,404
Other receivables 624 484
Prepaid reinsurance premiums 19,516 27,644
Property and equipment 1,164 1,179
Other assets 152 150
Total assets 34,697 44,748
Liabilities and Redeemable Preferred Stock
Liabilities:
Future policy benefits 8,019 9,078
Unearned premiums 19,516 27,644
Other policy claims and benefits payable 1,807 2,365
Pension plan liability 759 534
Other liabilities 687 795
30,788 40,416
Redeemable preferred stock:
Series A, 8 l/2% cumulative convertible, authorized 632,500
shares; issued and outstanding 2000, 459,461 shares; 1999,
463,461 shares; net of $685 reduction in 2000 and $303 in
1999 to reflect estimated liquidation value 3,909 4,332
Total liabilities and redeemable preferred stock 34,697 44,748
Net assets in liquidation $0 $0
</TABLE>
See Notes to Consolidated Financial Statements
CONSUMERS FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS IN LIQUIDATION
(UNAUDITED)
<TABLE>
<CAPTION>
Six Months Six Months Three Months Three Months
Ended Ended Ended Ended
(in thousands) June 30, 2000 June 30, 1999 June 30. 2000 June 30,1999
<S> <C> <C> <C> <C>
Revenues:
Earned premiums $201 $90
Net investment income $175 109 $106 35
Net fees from sale of customer
accounts 132 199 78 121
Joint venture income (loss) 33 26 (41)
Miscellaneous 46 81 15 50
386 590 225 255
Benefits and expenses:
Policyholder benefits 211 94
Rent and related costs 29 102 16 42
Salaries, wages and employee
benefits 153 182 76 90
Professional fees 94 106 34 44
Taxes, licenses and fees 35 23 14 (1)
Miscellaneous 131 101 57 52
442 725 197 321
Excess of revenues over (under)
benefits and expenses (56) (135) 28 (66)
Increase in liability for underfunded
pension plan (225) (225)
Adjustment of Liabilities to estimated
settlement amounts 63 36 26 25
Preferred stock dividends (196) (205) (98) (103)
Adjustment of preferred stock
to estimated realizable value 382 255
Retirement of treasury shares-preferred 25 11
Other increases (decreases) in net
assets 7 (23) 3 (10)
Decrease in net assets for the period 0 (327) 0 (154)
Net assets at beginning of period 0 383 0 210
Net assets at end of period $0 $56 $0 $56
</TABLE>
See Notes to Consolidated Financial Statements
CONSUMERS FINANCIAL CORPORATION AND SUBSIDIARIES
(IN PROCESS OF LIQUIDATION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED JUNE 30, 2000 AND 1999
(UNAUDITED)
1. OVERVIEW AND BASIS OF ACCOUNTING:
The operating losses incurred by the Company from 1993 to 1997 significantly
reduced its net worth and liquidity position. As a result, in late 1997,
the Company signed an agreement to sell its core credit insurance and
related products business, which had been its only remaining business
operation, following the sales in 1994 and 1997 of all of its universal life
insurance business and the 1996 sale of its auto auction business. Settlement
on the sale of the credit insurance business took place in May
1998. The Company s revenues, benefits and expenses now consist principally
of (i) fee revenues received from Life of the South Corporation (LOTS), a
Georgia-based financial services holding company which acquired the
Company s credit insurance customer accounts, (ii) investment income on
remaining assets, and (iii) corporate expenses.
On March 24, 1998, the Company s shareholders approved a Plan of Liquidation
and Dissolution, as discussed in Note 2 below. Accordingly, the Company
adopted a liquidation basis of accounting for periods subsequent to March
24, 1998. Under the liquidation basis of accounting, assets are stated at
their estimated net realizable values and liabilities are stated at their
anticipated settlement amounts. Prior to March 25, 1998, the Company
reported the results of its operations and its asset and liability amounts
using accounting principles applicable to going concern entities.
In the opinion of management, the accompanying unaudited consolidated
financial statements contain all adjustments (consisting only of normal
recurring items) necessary to present fairly the Company s consolidated net
assets in liquidation as of June 30, 2000 and the consolidated changes in
its net assets for the six and three month periods ended June 30, 2000 and
1999. Certain prior year amounts have been reclassified to conform with
classifications used for 2000.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. These financial statements
should be read in conjunction with the financial statements and notes
thereto included in the Company's 1999 Form 10-K.
The changes in net assets for the six and three month periods ended June 30,
2000 are not necessarily indicative of the changes to be expected for the
full year.
2. DISCONTINUED OPERATIONS AND PLAN OF LIQUIDATION:
On December 30, 1997, the Company entered into agreements with LOTS and
American Republic Insurance Company (American Republic), pursuant to which
the Company (i) sold its credit insurance and fee income accounts to LOTS
effective October 1, 1997, (ii) sold its September 30, 1997 inforce block of
credit insurance business to American Republic, LOTS financial partner in
the transaction, effective January 1, 1998 and (iii) sold one of its
wholly-owned reinsurance subsidiaries to LOTS as of August 31, 1998. LOTS
and the Company also agreed that, with respect to the Company s principal
insurance subsidiary, new credit insurance business produced by that
subsidiary s former customer accounts, which were transferred to LOTS, would
continue to be written on the policy or certificate forms of the subsidiary
until September 30, 1999 (November 15, 1999 with respect to Pennsylvania
premiums). These premiums and the related insurance risk were also
reinsured 100% to American Republic.
The sale of the inforce block of business referred to in (ii) above was
completed in May 1998 after the required approvals of the Company s
preferred and common shareholders and state insurance regulators in the
states of Delaware and Ohio were received. Settlement on the sale of the
reinsurance subsidiary referred to (iii) above occurred in September 1998.
In addition to approving the sale of the inforce credit insurance business,
at the Special Meeting of Shareholders held on March 24, 1998, the Company s
shareholders also approved a Plan of Liquidation and Dissolution, pursuant
to which the Company is now liquidating its remaining assets and providing
for all of its liabilities. The Company eventually intends to make a cash
distribution to its preferred shareholders and ultimately distribute its
remaining cash, if any, to its common shareholders. Pursuant to the terms
of its agreement with LOTS, the Company will continue receiving payments
from LOTS from the sale of the Company s customer accounts until September
30, 2002. In 2002, the Company may also receive a payment from a
contingency fund established by the parties. The allocation of the
contingency fund balance between the Company and LOTS will be based on the
claims experience on the inforce credit insurance business from October 1,
1997 to September 30, 2002. As a result , the distribution , if any, to the
Company s common shareholders will not be made until late in 2002 when all
amounts due from LOTS have been received.
The Company has made substantial personnel reductions during the past
several years as a result of the discontinuation of its various businesses.
As of August 7, 2000, two people were employed on a full-time basis by the
Company.
3. INCOME TAXES:
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes. Significant
components of the Company's deferred tax liabilities and assets were as
follows (in 000's):
<TABLE>
<CAPTION> June 30,2000 December 31,1999
<S> <C> <C>
Deferred tax assets:
Future policy benefits $60
Net operating loss carryforwards $1,135 2,300
Other 192 303
1,327 2,663
Valuation allowance for deferred tax assets (1,327) (2,663)
0 0
Deferred tax liabilities 0 0
Net deferred tax asset $0 $0
</TABLE>
4. COMMITMENTS AND CONTINGENCIES:
From March 1994 until August 2000, the Company owned a 50% interest in its
home office building. The Company leased the portion of the building it did
not own at a rate of $17,000 per month until July 1999 when its lease
expired. The Company also subleased a portion of the unused space in the
building to third party tenants. Income from these subleases totaled
$13,562 in the first six months of 2000 and $113,427 for the same period in
1999. The office building was sold in August 2000. The building lease was
classified as an operating lease. The Company has no other significant
leases.
In connection with the cancellation of a joint venture agreement in 1996,
the Company agreed to pay its former joint venture partner a pro rata share
of the proceeds it receives from the sale of its credit insurance accounts.
Accordingly, the Company will pay its former partner approximately 19% of
any gross fee revenues received from LOTS for the sale of its customer
accounts.
Reinsured risks would give rise to liability to the insurance subsidiaries
only in the event that the reinsuring company is unable to meet its
obligations under the reinsurance agreements in force.
In November 1997, the Company and a third party reinsurer were sued by a
former general agency with whom the Company had a partnership agreement. The
partnership agreement provided that the agency would market universal life
insurance business for the Company, pursuant to specific criteria
established by the Company, and would also be entitled to a share of the
profits, if any, which arose from the business produced. The claimant is
seeking monetary damages to compensate it for the Company s alleged failure
to share profits and for other alleged losses resulting from the Company s
rejection of policy applications involving unacceptable risks. While
management believes this claim is completely without merit and intends to
vigorously defend itself in this matter, the ultimate outcome of this claim
cannot be determined at this time. The Company has filed two counterclaims
against this agency seeking damages for losses the Company sustained as a
result of the agency s alleged breach of the partnership agreement and to
recover an unpaid loan made to the agency.
During 1999, a dispute arose between the Company and LOTS relating to the
payment of investment income on the assets which were transferred to LOTS in
connection with the sale of the inforce credit insurance business. Subsequent
to the closing of the transaction, LOTS claimed that the Company
owes it approximately $1,400,000 for investment earnings on the amount
transferred for the period from October 1, 1997, the effective date of the
agreement, to May 13, 1998, the date of settlement on the sale transaction.
In October 1999, LOTS informed the Company that it would begin withholding
from the Company the fee income payments which are contractually due to the
Company from the sale of the credit insurance accounts. As of June 30, 2000,
net fee income totaling $269,000 has been withheld by LOTS. At December 31,
1999, $137,000 had been withheld. The withheld amounts have been included
with Other Receivables on the Consolidated Statements of Net Assets in
Liquidation. The Company believes LOTS claim for investment income is
without merit and intends to take all actions necessary to collect the fee
income amounts to which it is contractually entitled. As required by the
agreements entered into by the parties, this matter will be settled through
arbitration. The ultimate outcome of this dispute cannot be determined at
this time.
Certain claims, suits and complaints arising in the ordinary course of
business have been filed or are pending against the Company or its
subsidiaries. In the opinion of management, based on opinions of legal
counsel, adequate reserves, if deemed necessary, have been established
for these matters, and their outcome will not have a significant effect on
the net assets or changes in net assets of the Company or its subsidiaries.
The Company has taken certain income tax positions in previous years that it
believes are appropriate. If such positions were to be successfully
challenged by the Internal Revenue Service, the Company could incur
additional income taxes as well as interest and penalties. Management
believes that the ultimate outcome of any such challenges will not have a
material effect on the Company s financial statements.
5. REDEEMABLE PREFERRED STOCK:
The terms of the Company s 8.5% redeemable preferred stock require the
Company to make annual payments to a sinking fund. The first such payment
was due in July 1998. The preferred stock terms also provide that any
purchase of preferred shares by the Company will reduce the sinking fund
requirements by the redemption value of the shares acquired. As a result of
the Company s purchases of preferred stock prior to 1998, no sinking fund
payment was due in 1998, and the required payment due for 1999 was reduced
from $550,000 to $414,610. The purchase of 18,000 preferred shares in 1999
and 4,000 shares in 2000 further reduced the sinking fund deficiency to
$194,610 at June 30, 2000. As a result of the Company s inability to make
the sinking fund payment, it may not pay any dividends to common
shareholders and may not purchase, redeem or otherwise acquire any common
shares.
The Company did not have sufficient liquid assets to pay the July 1, 2000
quarterly dividend on the preferred stock. Although the Company s wholly-
owned subsidiary has sufficient liquid funds to cover the amount of the
dividend, the transfer of such funds to the Company is subject to the
approval of the Delaware Department of Insurance. As of August 14, 2000,
the Delaware Department has not approved the Company s request to transfer
the necessary funds. However, the Company is in the process of resolving
certain issues raised by the Department and believes, based on discussions
with Department personnel, that the approval for the transfer will be
received following the resolution of these matters.
ITEM 2. MANAGEMENT S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
A review of the significant factors which affected the Company s net assets
in liquidation at June 30, 2000 and the changes in its net assets in
liquidation for the six and three month periods ended June 30, 2000 is
presented below. Information relating to 1999 is also presented for
comparative purposes. This analysis should be read in conjunction with the
Consolidated Financial Statements and the related Notes appearing elsewhere in
this Form 10-Q and in the Company s 1999 Form 10-K.
The Private Securities Litigation Reform Act of 1995 provides a safe
harbor for forward-looking statements. This Form 10-Q may include forward-
looking statements which reflect the Company s current views with respect to
future events and financial performance. These forward-looking statements are
identified by their use of such terms and phrases as intends, intend,
intended, goal, estimate, estimates, expects, expect, expected,
project, projected, projections, plans, anticipates, anticipated,
should, designed to, foreseeable future, believe, believes and
scheduled and similar expressions. Readers are cautioned not to place undue
reliance on these forward-looking statements which speak only as of the date
the statement was made. The Company undertakes no obligation to publicly
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
OVERVIEW
At the Special Meeting of Shareholders held on March 24, 1998, the Company s
preferred and common shareholders approved the sale of the Company s credit
insurance and related products business, which was the Company s only remaining
business operation. In connection with the sale of its inforce credit
insurance business, the Company also sold its credit insurance customer
accounts and one of its life insurance subsidiaries. At the Special Meeting,
the shareholders also approved a Plan of Liquidation and Dissolution, pursuant
to which the Company is now liquidating its remaining assets so that it can
pay or provide for all of its liabilities, distribute cash to its preferred
shareholders, up to the liquidation preference of those shares, and distribute
the remaining cash, if any, to its common shareholders.
The agreement with the purchaser of the credit insurance operations provides
that the proceeds from the sale of the customer accounts are to be received as
fee income on a quarterly basis until September 2002, based on the amount of
credit insurance premiums produced by those accounts. However, as discussed in
Note 4 of the Notes to Consolidated Financial Statements appearing elsewhere in
this Form 10-Q, a dispute arose during 1999 between the Company and the
purchaser regarding the payment of investment income on the assets which were
transferred to the purchaser in connection with the sale of the inforce credit
insurance business. Until the dispute is resolved, the purchaser is withholding
the above-referenced fee income from the Company to offset the investment
income it believes it is due. At June 30, 2000, $269,000 of net fee income
was being held by the purchaser. As required by the agreements between the
parties, this matter will be settled through arbitration.
The Company may also receive a payment from a contingency fund established
by the Company and the purchaser based on the claims experience on the inforce
credit insurance business from October 1, 1997 to September 30, 2002. However,
based on the claims experience to date, as provided by the purchaser, the
Company would not be entitled to any portion of the contingency fund. Because
of the fee income payments and the potential payment from the contingency fund,
the distribution, if any, to the Company s common shareholders will not be made
until late in 2002, when all amounts due from the purchaser have been received.
As a result of the approval of the Plan of Liquidation, the Company adopted
a liquidation basis of accounting in its financial statements for periods
subsequent to March 24, 1998. Under liquidation accounting rules, assets are
stated at their estimated net realizable values and liabilities are stated at
their anticipated settlement amounts. Prior to March 25, 1998, the Company
reported the results of its operations and its assets and liability amounts
using accounting principles applicable to going concern entities.
The Company s net assets in liquidation, which represent the amount
available for distribution to common shareholders, were reduced to zero during
the fourth quarter of 1999. Therefore, all subsequent decreases in net assets
represent reductions in the estimated liquidation value of the Company s
preferred stock. In the first six months of 2000, the Company reduced the
estimated liquidation value of the preferred stock by $382,000. This decline is
primarily attributable to a $225,000 increase in the liability for the
Company s underfunded pension plan and preferred stock dividends of $196,000.
The increase in the estimated liability to the pension plan results from a
decline in long-term interest rates during the first half of 2000. For the
same period in 1999, net assets in liquidation decreased $327,000 principally
as a result of preferred stock dividends of $205,000 and an excess of benefits
and expenses over revenues of $135,000.
RESULTS OF OPERATIONS AND CHANGES IN NET ASSETS
As a result of the sale of its remaining insurance business and the adoption
of the Plan of Liquidation, the Company s revenues, benefits and expenses now
consist principally of ( i) fee income from the sale of the Company s customer
accounts, (ii) investment income on existing assets and (iii) corporate
expenses, primarily salaries and professional fees. A discussion of the
material factors which affected the changes in the Company s net assets in
liquidation for the six and three month periods ended June 30, 2000 and 1999 is
presented below.
As indicated above, since the Company s net assets were reduced to zero in
the fourth quarter of 1999, all future decreases in value must be deducted from
the estimated liquidation value of the Company s preferred stock. At December
31, 1999, the estimated liquidation value of the preferred stock was $4,332,000
($9.35 per preferred share), a $303,000 reduction from its stated liquidation
preference of $4,635,000 ($10 per share). In the first six months of 2000, the
estimated liquidation value declined by an additional $382,000, primarily due
to a $225,000 increase in the estimated liability for the Company s underfunded
pension plan and $196,000 in preferred stock dividends. The Company also
incurred an excess of benefits and expenses over revenues for the period of
$56,000, but this excess was substantially offset by various miscellaneous
increases in net assets. In the first half of 1999, net assets in liquidation
declined by $327,000, from $383,000 at the beginning of the year to $56,000 at
June 30, 1999. The prior year decrease in net assets was the result of
preferred stock dividends of $205,000 and an excess of benefits and expenses
over revenues of $135,000.
As stated above, the excess of benefits and expenses over revenues decreased
to $56,000 in 2000 from $135,000 in the first half of 1999. This improvement is
due, in part, to reduced rent expense (because of the expiration in July 1999
of the Company s lease on its home office space), the collection of $40,000 in
past due and unaccrued interest on a non-performing mortgage loan, which
was repaid in full following the sale of the property, and reduced personnel
costs.
The estimated liability for the Company s underfunded pension plan, which is
in the process of being terminated as part of the Company s Plan of
Liquidation, was increased by $225,000 in the second quarter of 2000 as a
result of continued declines in long-term interest rates. A decrease in the
prescribed rates increases the amounts due to participants when a plan
terminates. Since the Company s plan is expected to terminate in late 2000,
following Internal Revenue Service confirmation of its qualified status and
approval from the Pension Benefit Guaranty Corporation, management believes
that the unfunded portion of the plan liability will be greater than the
estimate made as of December 31, 1999. Management will continue to monitor
changes in long-term interest rates during the remainder of the year to
determine if any further adjustments to the liability are necessary.
ESTIMATED NET EXPENSES AND OTHER CHANGES
IN NET ASSETS DURING LIQUIDATION PERIOD
As explained above, the liquidation of the Company is expected to continue
until late in 2002 when all fee payments and the potential distribution from
the contingency fund are received. Until that time, certain corporate
expenses will continue to be incurred and investment income will continue to
earn on existing invested funds. In addition, dividends will continue to be
payable to the preferred shareholders until those shares are liquidated. The
Board of Directors may determine during the period that the amount of funds
available for ultimate distribution to shareholders would be increased by
transferring all of the Company s remaining net assets into a liquidating
trust, in which case the trustees of such trust would be responsible for
completing the liquidation of the remaining assets, paying all liabilities and
making any distributions to the preferred and common shareholders.
Based on management s estimates, which exclude the potential savings, if
any, from the use of a liquidating trust, the Company believes that its future
operating expenses and other changes in net assets, including preferred
shareholder dividends, will exceed fee income and other revenues during the
remainder of the liquidation period by approximately $750,000 to $850,000.
Actual revenues and expenses and other net asset changes could vary
significantly from the present estimates due to uncertainties regarding ( i)
when certain assets will be liquidated, (ii) when the distribution to the
preferred shareholders occurs, (iii) the outcome of the investment income
dispute discussed earlier, (iv) the level of actual expenses which will be
incurred, (v) the ultimate pension plan liability and (vi) the ultimate
resolution of any future contingencies which may arise.
FINANCIAL CONDITION
CAPITAL RESOURCES
Given its plans to liquidate and eventually dissolve, the Company has made
no commitments for capital expenditures and does not intend to make any such
commitments in the future. For the six months ended June 30, 2000, the
Company s cash and invested assets decreased by $428,000, from $3,868,000 at
the beginning of the year to $3,440,000 at June 30, 2000. The decline is
primarily attributable to the payment of $196,000 in preferred dividends and
an excess of cash-basis expenses over cash-basis revenues for the period
of approximately $220,000. The sale of the Company s 50% interest in its home
office building in August 2000 provided approximately $1,150,000 in additional
invested assets.
Invested assets at June 30, 2000 and December 31, 1999 consisted
principally of ( i) U.S. Treasury Notes, owned by the Company s insurance
subsidiary, which are on deposit with numerous state insurance departments in
connection with licensing requirements, (ii) mortgage loans secured by
commercial real estate, including one loan granted to the co-owner of the
Company s home office building and secured by the co-owner s one-half interest
in the building and (iii) short-term investments, principally money market
funds. The mortgage loan granted to the co-owner of the Company s home office
building, which had a principal balance at June 30, 2000 of $1,176,000, was
repaid in full on August 10, 2000 when the building was sold. Another loan,
with a balance of $295,000 at December 31, 1999, was also repaid in June 2000
when the mortgaged property was sold and refinanced.
LIQUIDITY
The Company s subsidiaries have historically met most of their cash
requirements from funds generated from operations, while the Company has
generally relied on its principal operating subsidiaries to provide it with
sufficient cash funds to maintain an adequate liquidity position. As a result
of the Company s decision to sell its remaining operations, liquidate all of
its net assets and distribute cash to its shareholders, the Company s
principal sources of cash funds are the fee income discussed earlier,
investment income on existing assets and proceeds from the sale of non liquid
assets. These funds must be used to settle all remaining liabilities as they
become due, to pay operating expenses until the Company is dissolved and to
pay dividends on the preferred stock until a final distribution is made to
the preferred shareholders.
The adequacy of the Company s liquidity position in the future will be
principally dependent on its ability to sell non liquid assets and the timing
of such sales, as well as on the outcome of the investment income dispute
preferred to above and the level of operating expenses the Company must incur
during the liquidation period. The Company s liquidity position is also
dependent on its ability to sell its wholly-owned subsidiary, Consumers Life
Insurance Company, in that dividends and other distributions to the Company
from that subsidiary are limited by state insurance laws. As a result of its
operating losses in recent years, Consumers Life is not permitted to make any
distributions to the Company without approval of the Delaware Insurance
Department.
SINKING FUND FOR REDEEMABLE PREFERRED STOCK
The terms of the Company s 8.5% redeemable preferred stock require the
Company to make annual payments to a sinking fund. The first such payment was
due in July 1998. The preferred stock terms also provide that any purchase of
preferred shares by the Company will reduce the sinking fund requirements by
the redemption value of the shares acquired. As a result of the Company s
purchases of preferred stock prior to 1998, no sinking fund payment was due in
1998, and the required payment due for 1999 was reduced from $550,000 to
$414,610. The purchase of 18,000 preferred shares in 1999 and 4,000 shares
in 2000 further reduced the sinking fund deficiency to $194,610 at June 30,
2000. As a result of the Company s inability to make the sinking fund
payment, it may not pay any dividends to common shareholders and may not
purchase, redeem or otherwise acquire any common shares.
INFLATION
Because of the Company s current plans to liquidate its assets, pay all of
its liabilities, distribute any remaining cash to its shareholders and
ultimately dissolve within the next two and one-half years, the effects of
inflation on the Company are minimal.
YEAR 2000 COMPLIANCE
Because the Company is no longer conducting any business operations and is
in the process of liquidating its remaining assets, it is relying, both
directly and indirectly, on fewer computer systems than in the past to
maintain all of its financial and other records and to file all required
financial reports with state insurance departments and other regulators. In
fulfilling its continuing, although limited, responsibilities, the Company
directly utilizes only three computer systems, one for its general ledger
accounting, one for the preparation of prescribed regulatory reports to state
insurance departments and one for maintenance of its shareholder records
(since the Company continues to perform its own stock transfer agent
functions).
Prior to December 31, 1999, the Company received written assurances from
software vendors that their respective systems were tested and would operate
problem free during and after the year 2000. The Company also obtained a year
2000 certification from the purchaser of its credit insurance business (since
it continues to receive certain financial reports from that company) stating
that all of its hardware and software systems were tested and were year 2000
compliant.
As of August 15, 2000, the Company has had no significant year 2000 computer
software problems. Based upon the information outlined above, management does
not believe that its very limited operations will be adversely impacted by any
year 2000 computer problems during the remainder of 2000.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
The requirements for certain market risk disclosures are not applicable to
the Company because, at June 30, 2000 and December 31 1999, the Company
qualifies as a small business issuer under Regulation S-B of the Federal
Securities Laws. A small business issuer is defined as any United States or
Canadian issuer with revenues or public float of less than $25 million.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Except for the matters discussed in Note 4 of the Notes to Consolidated
Financial Statements included elsewhere in this Form 10-Q, neither the
registrant nor its subsidiaries are involved in any pending legal
proceedings other than routine litigation incidental to the normal
conduct of its business nor have any such proceedings been terminated
during the three months ended June 30, 2000.
ITEM 2. CHANGES IN SECURITIES
During the three months ended June 30, 2000, there have been no
limitations or qualifications, through charter documents, loan
agreements or otherwise, placed upon the holders of the registrant's
common or preferred stock to receive dividends. As discussed in Note 5
of the Notes to Consolidated Financial Statements appearing elsewhere
in this Form 10-Q, the registrant is prohibited from paying dividends
on its common stock so long as the deficiency in the sinking fund for
the preferred stock exists.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
As of June 30, 2000, the registrant was no in default in the payment
of principal, interest or in any other manner on any indebtedness and
was current with all of its accounts. In addition, there was no
arrearage in the payment of dividends on its preferred stock. How-
ever, see Note 5 of the Notes to Consolidated Financial Statements
appearing elsewhere in this Form 10-Q for information regarding
the deficiency in the sinking fund for the preferred stock and
the registrant's inability to pay the July 1, 2000 dividend on
the preferred stock.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of the stockholders of the
registrant during the three months ended June 30, 2000.
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
(2) Plan of acquisition, reorganization, arrangement, liquidation
or succession (i)
(3) Articles of incorporation and by-laws (i)
(4) Instruments defining the rights of security holders,
including indentures (i)
(10) Material contracts (ii)
(11) Statement re computation of per share earnings (ii)
(15) Letter re unaudited interim financial information (ii)
(18) Letter re change in accounting principles (ii)
(19) Report furnished to security holders (ii)
(22) Published report regarding matters submitted to a vote of
security holders (ii)
(23) Consents of experts and counsel (ii)
(24) Power of attorney (ii)
(27) Financial data schedule (iii)
(99) Additional exhibits (ii)
(i) Information or document provided in previous filing
with the Commission
(ii) Information or document not applicable to registrant
(iii) Information or document included as exhibit to this
Form 10-Q
(b) No reports on Form 8-K were filed during the three months ended
June 30, 2000. However, on July 5, 2000, the registrant filed a
Form 8-K in which it reported that it did not have sufficient
liquid assets to pay the July 1, 2000 quarterly dividend on its
8 l/2% cumulative convertible preferred stock. The registrant
further disclosed that while its wholly-owned subsidiary had
sufficient liquid funds to cover the dividend, the transfer of
such funds is subject to the approval of the Delaware Department
of Insurance, which approval had not yet been received.
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.
CONSUMERS FINANCIAL CORPORATION
Registrant
Date: August 17, 2000 By /S/
James C. Robertson, President
(Chief Executive Officer)
Date: August 17, 2000 By /S/
R. Fredric Zullinger
Senior Vice President,
Chief Financial Officer
and Treasurer
