<PAGE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Mark One)
X Quarterly report pursuant to Section 13 or 15(d) of the Securities
- -- Exchange Act of 1934 [fee required]
For the quarterly period ended June 30, 1996
-------------
_____ Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from to
------------- --------------
Commission file number 2-79192.
-------
HAMPSHIRE FUNDING, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
NEW HAMPSHIRE 02-0277842
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
ONE GRANITE PLACE, CONCORD, NEW HAMPSHIRE 03301
- ------------------------------------------ -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (603) 226-5000
- -------------------------------------------------------------------------
Former name, former address and former fiscal year, if changed since last
report.
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 such filing
requirements for the past 90 days. YES X NO
--- ----
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
At June 30, 1996 there were 50,000 shares of the issuers common stock
outstanding, all of which are owned by the Parent Company, Chubb Life Insurance
Company of America.
DOCUMENTS INCORPORATED BY REFERENCE
The exhibit index appears on pages 6 though 9
1
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements. See pages 6 through 9.
Item 2 - Management's Discussion and Analysis of Financial Conditions
and results of Operations.
Liquidity and Capital Resources
- -------------------------------
The Company offers investment programs (the "Programs") which coordinate the
acquisition of mutual fund shares and insurance over a period of time, usually
ten years. Under the Programs, purchasers of the program ("Participants")
purchase life and health insurance from affiliated insurance companies
(the"Insurance Companies") and finance the premiums through a series of loans
secured by mutual fund shares. Upon issuance of a policy by an Insurance
Company, the Company makes a loan to the Participant in an amount equal to the
selected premium mode. As each premium becomes due, if not paid in cash, a new
loan equal to the next premium and administrative fee is made and added to the
Participant's account indebtedness ("Account Indebtedness"). Thus, interest, as
well as principal, is borrowed and mutual fund shares are pledged as collateral.
Each loan made by the Company must initially be secured by mutual fund shares
which have a value of at least 250% of the loan, except for the initial premium
loan of Programs using certain no-load funds, where the collateral requirement
is 1800%. In addition, the aggregate value of all mutual fund shares pledged as
collateral must be at least 150% of the Participant's total Account
Indebtedness. If the value of the shares pledged to the Company declines below
130% of the Company's indebtedness, the Company will terminate the Programs and
liquidate shares sufficient to repay the indebtedness.
Collateral loans receivable from Participants were $50,637,686 at June 30, 1996.
Annual amounts due to the Company were as follows:
1996 1997 1998 1999 2000 2001-2007
---- ---- ---- ---- ---- ---------
Collateral loans receivable $1.6 $3.0 $2.8 $3.7 $6.1 $33.4
(in millions)
Operations
- ----------
The Company's funds for financing the Programs are currently obtained through
Loan Agreements with its affiliates, Chubb Colonial Life Insurance Company of
America ("Colonial") (formerly known as The Colonial Life Insurance Company of
America) and Chubb Life Insurance Company of America ("Chubb Life"). The Loan
Agreements provide for revolving credit arrangements under which advances will
be made to the Company in amounts not to exceed $29,000,000 from Colonial and
$20,000,000 from Chubb Life. The advances are currently short term in nature,
as none of the loans outstanding as of June 30, 1996 exceeded 365 days to
maturity. The advances are made at short-term lending rates agreed upon by the
Company and its lenders and are subject to change in accordance with the Loan
Agreements and market conditions. If the Company is unable to obtain loans from
affiliates at favorable market rates, the Company's borrowing costs will
increase. The Company's Loan Agreements state, however, that the interest rate
may not exceed the prime interest rate in effect in New York City plus 2.5%.
The average lending rate on these loans at June 30, 1996 was 6.61% and ranged
from 4.97% to 8.95% during the period.
2
<PAGE>
The continuance of the Program is dependent upon the Company's ability to
provide, or arrange for the financing of insurance premiums for Participants.
Since 1989, such financing has been available from its affiliates, Colonial and
Chubb Life. The Company expects that it will be able to obtain this financing
for the foreseeable future. Therefore, as the Company's loans mature, new loans
are extended for a period agreed upon by the Company and its affiliates. In the
event the Company is unsuccessful in obtaining financing from its affiliates,
the Company will explore alternative financing arrangements with non- affiliated
companies. If the Company is unable to obtain financing from any source
(affiliated and non-affiliated), the Programs will be terminated, the
Participants must then pay their loans to the Company, and the Company will
repay the Lenders in turn.
The Company may also borrow funds from non-affiliated companies. There is no
assurance that the Company may obtain financing from non-affiliated companies
upon terms, conditions and rates as favorable as those from affiliated
companies. If the Company is unable to borrow funds in the future or continue
to borrow funds under its Loan Agreements for the purpose of financing loans to
Participants for the payment of insurance premiums, it may not be able to
continue the sale of the Programs.
Although the Company's present financing arrangements with its lenders do not
include the assignment of a Participant's mutual fund shares to the lender as
security, the Loan Agreements do authorize the Company to assign a Participant's
mutual fund shares to any lender as collateral security for the Company's
indebtedness pursuant to any financing arrangements. If any such assignment
takes place and the Company subsequently defaults on an obligation for which the
participant's mutual fund shares have been pledged as security, the mutual fund
shares may be redeemed by the lender to whom the obligation is owed. A lender
may cease to provide financing if the Company is in default under its Loan
Agreements. In this case, Programs will be terminated on their renewal dates.
The amount of funds borrowed under the Agreements at June 30, 1996 were
$47,500,000 compared to $41,000,000 at June 30, 1995. Funds borrowed at June
30, 1996 represent $27,500,000 from Colonial and $20,000,000 from Chubb Life.
At June 30, 1995 funds borrowed represented $26,000,000 from Colonial and
$15,000,000 from Chubb Life. The increase in amounts borrowed by the Company
year to year was used to fund the growth in premium loans and for other working
capital needs.
In addition to loans payable, the Company has other short-term amounts due to
affiliates related to insurance premium payments and expense reimbursements to
Chubb America Service Corporation ("Service Company"). The Company has an
arrangement with affiliated Insurance Companies whereby the Company makes
monthly payments in arrears for premiums due. Reimbursements to the Service
Company are also made one month in arrears and are included in amounts due to
affiliates.
Loan schedule as of June 30, 1996:
Loan Face Days to Maturity
Source Date (mils) Rate Maturity Date
- ------ ---- ------ ----- -------- --------
Chubb Life 04/26/96 $10.0 5.93% 180 10/23/96
06/30/96 10.0 8.95% 63 09/01/96
------
$20.0
3
<PAGE>
<TABLE>
<CAPTION>
Source Date (mils) Rate Maturity Date
- ---------- -------- ------ ----- -------- --------
<S> <C> <C> <C> <C> <C>
Colonial 10/10/95 $ 2.3 5.92% 266 07/02/96
02/09/96 14.5 4.97% 182 08/09/96
04/12/96 9.2 5.05% 90 07/11/96
06/26/96 1.0 8.95% 67 09/01/96
06/30/96 0.5 8.95% 63 09/01/96
-------- ----- ---- --- --------
$27.5
</TABLE>
The Service Company, a wholly-owned subsidiary of the Parent Corporation, is a
management service company which provides employee services and office
facilities to the Company and its affiliates under a Service Agreement. The
Company pays the Service Company a monthly fee in accordance with mutually
agreed upon and reasonable cost allocation methods which the Companies believe
reflect a proportional allocation of common expenses and are commensurate for
the performance of the applicable duties.
Working capital in 1996 and 1995 was provided by Participants' loan repayments,
administrative fees for the placement and maintenance of Programs and interest
earned on investments.
Results of Operations
- ---------------------
The Company concluded the first six months of 1996 with net operating income of
$141,075 as compared to net operating income of $136,977 for the same period in
1995. Net operating income for the second quarter ended June 30, 1996 was
$105,824 as compared to $76,577 for the like period of 1995.
Total revenues through June 30, 1996 were $2,415,864 versus $2,163,387 in 1995.
These revenues include interest on collateral loans receivable, program fees,
and interest on investments. The largest source of revenue was represented by
interest on collateral loans receivable.
The growth in collateral loan interest resulted from the increase in collateral
loans receivable year to year. Collateral loans receivable as of June 30, 1996
were $50,637,686 as compared to $43,373,661 in 1995. Comparatively, collateral
loan interest was $2,138,767 and, $1,880,645 for the six months ended June 30,
1996 and 1995. The average interest rate charged to each Participant's
outstanding loan balance was 8.95% and 9.25% for the first six months of 1996
and 1995.
The Company's collateral loans receivable, collateral loan interest and average
interest rate charged to each Participant's loan balance at June 30, 1996 and
1995 are summarized as follows:
<TABLE>
<CAPTION>
1996 1995
---- ----
<S> <C> <C>
Collateral loans receivable $50,637,686 $43,373,661
Collateral loan interest income $ 2,138,767 $ 1,880,645
Average loan Interest rate 8.95% 9.25%
</TABLE>
4
<PAGE>
Interest expense on the Loan Agreements increased in 1996 as compared to 1995
due to amounts borrowed by the Company. The Company's outstanding loans
payable, interest expense and average cost of borrowings for the six months
ended June 30 are summarized as follows:
<TABLE>
<CAPTION>
1996 1995
---- ----
<S> <C> <C>
Loans payable $47,407,822 $40,382,709
Interest expense $ 1,443,136 $ 1,315,994
Average loan interest rate 6.61% 6.68%
</TABLE>
The Company's ability to achieve and maintain a spread between its cost of funds
necessary to finance premium loans and the lending rate charged to Program
Participants may impact its future operating results. The interest rate spread
is intended to provide sufficient revenue to offset the Company's general and
administrative expenses. General and administrative expenses, arising from
normal operating activities (including state tax expenses) through June 30,
1996, were $755,689 as compared to $636,659 in 1995.
The Company may increase the interest rate charged to Participants to a maximum
of the prime interest rate plus 3% as its cost of borrowing increases. If the
Company's cost of borrowing were to rise significantly above the prime interest
rate, its ability to maintain an adequate interest rate spread would be
difficult and future earnings could be adversely impacted.
Program fees increased year to year as the number of transactions processed by
the Company has grown. Program fees include placement, administrative and
termination fees as well as charges for special services. For the six months
ended June 30, 1996 and 1995 the number of programs administered by the Company
were 6,363 and 6,597, respectively.
Investment income earned by the Company decreased in 1996 as compared to 1995
due to changes in the level of cash and investments held year to year.
Substantially all general and administrative expenses are allocated to the
Company by the Service Company. These include the costs associated with
providing staff and facilities to service the Programs and includes such items
as salaries, rent, utilities, accounting fees, printing, postage and other
typical operating expenses.
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings - Not Applicable
-----------------
Item 2 - Changes in securities - Not Applicable
---------------------
Item 3 - Defaults upon senior securities - Not Applicable
-------------------------------
Item 4 - Submission of matters to vote of security holders - Not Applicable
-------------------------------------------------
Item 5 - Other Information - Not Applicable
-----------------
Item 6 - Exhibits and Reports on Form 8-K.
---------------------------------
5
<PAGE>
(a) Pursuant to Rule 12b-23 and General Instruction G, the following
exhibits required to be filed with this Report pursuant to the
Instructions for Item 16 above are incorporated by reference from the
reference source cited in the table below.
<TABLE>
<CAPTION>
Reg. S-K
Item 601
Exhibit
Table No. Document Reference Source
-------- ----------------
<S> <C> <C>
(1) Distribution Agreement Form 10-K, filed
between the Company and March 15, 1990, for the
Chubb Securities Corporation year ended December 31,
dated March 1, 1990 1989, pp.
(10) (i) (a) Loan Agreement between Form 10-K, filed
the Company and The March 15, 1990, for the
Colonial Life Insurance year ended December 31,
Company of America, dated 1989, pp. 54
July 7, 1989
(b) Amendment to Loan Form 10-K, filed
Agreement between the March 15, 1990, for the
Company and The Colonial year ended December 31,
Life Insurance Company of 1989, pp. 55-56
America, dated March 8, 1990
(c) Second Amendment to Loan Form 10-K, filed
Agreement between the March 29, 1993, for the
Company and The Colonial year ended December 31,
Life Insurance Company of 1992, pp. 23-24
America, dated December 15,
1992
(d) Third Amendment to Loan Form 10-K, filed
Agreement between the March 29, 1993, for the
Company and The Colonial year ended December 31,
Life Insurance Company of 1992, pp. 25-26
America, dated March 8, 1993
(e) Fourth Amendment to Loan Form 10-K filed
Agreement between the March 9, 1994 for
Company and The the year ended
Colonial Life Insurance December 31,
Company of America, dated 1993, pp. 33-34
June 17, 1993
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Table No. Document Reference Source
--------- ------------- -----------------
<S> <C> <C>
(ii)(a) Company-Lender Agreement Form 10-K, filed
between the Company and March 15, 1990, for the
The Colonial Life year ended December 31,
Insurance Company of 1989, pp. 57-60
America, dated July 7, 1989
(b) Amendment to Acceptance Form 10-K, filed
of Company-Lender March 15, 1990, for the
Agreement between the year ended December 31,
Company and The Colonial 1989, pp. 61
Life Insurance Company of
America, dated March 8, 1990
(c) Second Amendment to Form 10-K, filed
Acceptance of March 29, 1993, for the
Company-Lender Agreement year ended December 31,
between the Company and 1992, pp. 27-28
The Colonial Life Insurance
Company of America, dated
December 15, 1992
(d) Third Amendment to Form 10-K, filed
Acceptance of March 29, 1993, for the
Company-Lender Agreement year ended December 31,
between the Company and 1992, pp. 29-30
The Colonial Life Insurance
Company of America, dated
March 8, 1993
(e) Fourth Amendment to Form 10-K filed
Acceptance of March 9, 1994 for the
Company-Lender year ended December 31,
Agreement between the 1993, pp. 35-36
Company and The
Colonial Life Insurance
Company of America, dated
June 17, 1993
(iii) Franchise Fee Agreement Form 10-K, filed
between the Company and March 15, 1990, for the
Chubb Life Insurance year ended December 31,
Company of America, dated 1989, pp. 62-63
March 9, 1990
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Table No. Document Reference Source
- --------- -------------- ----------------
<S> <C> <C>
(iv) Franchise Fee Agreement Form 10-K, filed
between the Company and March 15, 1990, for the
The Volunteer State Life year ended December 31,
Insurance Company, dated 1989, pp. 64-65
March 9, 1990
(v) (a) Loan Agreement between Form 10-K filed
the Company and Chubb March 9, 1994 for the
Life Insurance Company year ended December 31,
of America, dated 1993, pp. 37-38
September 29, 1993
(b) Company-Lender Agreement Form 10-K filed
between the Company and March 9, 1994 for the
Chubb Life Insurance year ended December 31,
Company of America, dated 1993, pp. 39-40
September 29, 1993
(c) Acceptance of Company Form 10-K filed
-Lender Agreement between March 9, 1994 for the
the Company and The Chubb year ended December 31,
Life Insurance Company of 1993, pp. 41-42
America, dated
September 29, 1993
(d) Loan Agreement between the Form 10-K filed
Company and Chubb Life March 10, 1995 for the
Insurance of America, dated year ended December 31,
September 29, 1994 1994, pp. 36-37
(e) Company-Lender Agreement Form 10-K filed
between the Company and March 10, 1995 for the
Chubb Life Insurance year ended December 31,
Company of America, dated 1994, pp. 38-39
September 29, 1994
(f) Acceptance of Company Form 10-K filed
-Lender Agreement between March 10, 1995 for the
the Company and The Chubb year ended December 31,
Life Insurance Company of 1994, pp. 40-41
America, dated
September 29, 1994
</TABLE>
8
<PAGE>
Reg S-K
Item 601
<TABLE>
<CAPTION>
Exhibit
Table No. Document Reference Source
- -------- ------------------------ ----------------
<S> <C> <C>
(4) (i) Agency Agreement and Form 10-K filed
Limited Power of Attorney March 20, 1996 for the
year ended December 31,
1995
(ii) Change in Participant in Form 10-K filed
Program March 20, 1996 for the
year ended December 31,
1995
(iii) Disclosure Statement and Form 10-K filed
Agreement to Modify a March 20, 1996 for the
Program year ended December 31,
1995
(iv) Disclosure Statement Form 10-K filed
March 20, 1996 for the
year ended December 31,
1995
(27) Financial Data Schedule
(b) Reports on Form 8-K
No Reports on Form 8-K were filed by the Company during the
quarter ended June 30, 1996.
</TABLE>
9
<PAGE>
Hampshire Funding, Inc. and Subsidiary
Consolidated Balance Sheets
<TABLE>
<CAPTION>
June 30, December 31,
1996 1995
-------------------------------------------
<S> <C> <C>
Assets
Cash and cash equivalents $ 673,532 $ 289,918
Accounts receivable from customers 4,786 26,793
Federal income taxes recoverable 12,257
-------------------------------------------
Total current assets 678,318 328,968
Collateral notes receivable (including
accrued interest of $1,115,319 in 1996
and $1,207,853 in 1995) 50,637,686 47,059,897
-------------------------------------------
Total assets $ 51,316,004 $47,388,865
===========================================
Liabilities and Stockholder's Equity
Liabilities:
Due to affiliates $ 1,348,228 $ 1,145,850
Accrued expenses and other liabilities 304,044 263,232
Federal income tax payable 34,725
-------------------------------------------
Total current liabilities 1,686,997 1,409,082
Loans payable to affiliates (net of prepaid
interest of $92,178 in 1996 and $300,327 in
1995) 47,407,822 43,899,673
-------------------------------------------
Total liabilities 49,094,819 45,308,755
-------------------------------------------
Stockholder's equity:
Common stock, par value $1 per share;
authorized 100,000 shares; issued and
outstanding 50,000 shares 50,000 50,000
Additional paid-in capital 550,000 550,000
Retained earnings 1,621,185 1,480,110
-------------------------------------------
Total stockholder's equity 2,221,185 2,080,110
-------------------------------------------
Total liabilities and stockholder's equity $ 51,316,004 $47,388,865
===========================================
</TABLE>
10
<PAGE>
Hampshire Funding, Inc. and Subsidiary
Consolidated Statements of Income and Retained Earnings
<TABLE>
<CAPTION>
Six Months Ending June 30,
1996 1995
---------- ----------
<S> <C> <C>
Revenues:
Interest on collateral notes receivable $2,138,767 $1,880,645
Program participant fees 253,292 232,794
Interest on investments 23,805 49,948
--------- ---------
2,415,864 2,163,387
Operating expenses:
Interest on affiliated loan agreements 1,443,136 1,315,994
General and administrative 733,353 636,659
---------- ----------
2,176,489 1,952,653
Income before income taxes 239,375 210,734
Federal and state income tax:
Federal tax 75,964 73,757
State tax/(1)/ 22,336
---------- ----------
98,300 73,757
---------- ----------
Net income 141,075 136,977
Retained earnings at
beginning of year 1,480,110 1,247,756
---------- ----------
Retained earnings at end of period $1,621,185 $1,384,733
========== ==========
</TABLE>
/(1)/ State taxes of $26,783 for the six months ended June 1996 are included
in general and administrative expenses.
11
<PAGE>
Hampshire Funding, Inc. and Subsidiary
Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>
Six Months Ending June 30,
1996 1995
-------------------------
<S>
<C> <C>
Operating activities
Net income $ 141,075 $ 136,977
Adjustments to reconcile net income to net
cash used in operating activities:
Decrease in accounts receivable from
customers 22,007 3,915
Increase in accrued expenses
and other liabilities 40,812 212,994
Increase in due to affiliates 202,378 97,649
Increase in collateral notes receivable (3,577,789) (2,568,502)
Change in federal income taxes payable 46,982 96,870
Decrease (increase) in prepaid interest
on affiliated loan agreements 208,149 (6,826)
----------------------------
Net cash used in operating activities (2,916,386) (2,026,923)
Financing activities
Proceeds from affiliated loan agreements 47,475,000 38,300,000
Principal payments on affiliated loan
agreements (44,175,000) (36,800,000)
----------------------------
Net cash provided by financing activities 3,300,000 1,500,000
----------------------------
Increase (decrease) in cash and cash equivalents 383,614 (526,923)
Cash and cash equivalents at beginning of year 289,918 1,311,399
----------------------------
Cash and cash equivalents at end of period $ 673,532 $ 784,476
============================
</TABLE>
12
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has fully caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Hampshire Funding, Inc.
----------------------
Registrant
\\John A. Weston\\
Date August 8, 1996
- ----------------------
John A. Weston
Treasurer, Principal Financial and Accounting
Officer
13
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 673,532
<SECURITIES> 0
<RECEIVABLES> 50,642,472<F1>
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 678,318
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 51,316,004
<CURRENT-LIABILITIES> 1,686,997
<BONDS> 47,407,822<F2>
0
0
<COMMON> 50,000
<OTHER-SE> 2,171,185
<TOTAL-LIABILITY-AND-EQUITY> 51,316,004
<SALES> 0
<TOTAL-REVENUES> 2,415,864
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 2,176,489<F3>
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 239,375
<INCOME-TAX> 98,300
<INCOME-CONTINUING> 141,075
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 141,075
<EPS-PRIMARY> 2.82
<EPS-DILUTED> 0
<FN>
<F1>Receivable: Consists of A/R 4,786, and collateral notes
Receivable 50,637,686
<F2>Bonds: Loans payable to affiliates 47,407,822
<F3>Other expenses: Interest on loan agreements 1,443,136 general and
administrative 733,353
</FN>
</TABLE>
