UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1996
Commission File Nos.: 33-60662
FUND AMERICA INVESTORS CORPORATION
(Exact name of registrant as specified in its
charter)
Delaware 84-1070310
(State or other jurisdiction (I.R.S.
of organization) Employer incorporation or
identification number)
6400 S. Fiddler's Green Circle, Suite 1200A,
Englewood, Colorado 80111
(Address of principal executive offices)
Registrant's telephone number including area
code: (303) 290-6024
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 [ ]
Indicate the number of shares outstanding of
each of the issuer's classes of common stock
as of August 13, 1996 -- 1,000 shares
<PAGE>
FUND AMERICA INVESTORS CORPORATION
FORM 10-Q FOR THE
SIX MONTHS ENDED JUNE 30, 1996
INDEX
PART I. FINANCIAL INFORMATION PAGE NO.
Item 1. Financial Statements 3
Item 2. Management's Discussion
and Analysis of Financial
Condition and Results of
Operations 6
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 7
Item 2. Changes in Securities 7
Item 3. Defaults upon Senior
Securities 7
Item 4. Submission of Matters
to a Vote of Security
Holders 7
Item 5. Other Information 7
Item 6. Exhibits and Reports 7
SIGNATURES 8
Page 2
<PAGE>
<TABLE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
FUND AMERICA INVESTORS CORPORATION
BALANCE SHEETS
(Unaudited)
<CAPTION>
June 30, December 31,
1996 1995
<S> <C> <C>
Assets
Cash $159,232 $212,361
Deferred
offering
costs 111,672 116,672
-------- --------
Total assets $270,904 $329,033
======== ========
Liabilities
- - Accounts payable $ 9 $ 45,094
-------- --------
Shareholder's equity
Common stock, par
value $.01 per
share; 10,000
shares authorized;
1,000 shares issued
and outstanding 10 10
Additional paid-in
capital 369,990 369,990
Accumulated
deficit (99,105) (86,061)
-------- --------
Total shareholder's
equity 270,895 283,939
-------- --------
Total liabilities
and shareholder's
equity $270,904 $329,033
======== ========
<FN>
See notes to financial statements
Page 3
</TABLE>
<PAGE>
<TABLE>
FUND AMERICA INVESTORS CORPORATION
Statements of Operations
(Unaudited)
<CAPTION>
Three months Six months
ended ended
June 30, June 30,
1996 1995 1996 1995
<S> <C> <C> <C> <C>
Revenue:
Interest income $ 1,485 $ 2,622 $ 3,401 $ 6,742
Miscellaneous
income 3,600 0 3,600 0
-------- -------- -------- --------
Total revenue 5,085 2,622 7,001 6,742
-------- -------- -------- --------
Expenses:
General and
administrative 1,016 4,092 7,677 10,952
Legal fees 192 1,394 368 1,394
Management fees 6,000 6,000 12,000 12,000
-------- -------- -------- --------
Total expenses 7,208 11,486 20,045 24,346
-------- -------- -------- --------
Net loss $ (2,123) $ (8,864) $(13,044) $(17,604)
======== ======== ======== ========
<FN>
See notes to financial statements
Page 4
</TABLE>
<PAGE>
<TABLE>
FUND AMERICA INVESTORS CORPORATION
Statements of Cash Flows
(Unaudited)
Six months ended
June 30,
1996 1995
<S> <C> <C>
Net cash flow from
operating activities:
Net loss $ (13,044) $ (17,604)
Adjustments to reconcile
net loss to net cash flow
from operating activities:
Changes in operating assets
and liabilities:
Accounts payable (45,085) (3,850)
Accounts receivable - 641
Deferred offering costs 5,000 -
-------- --------
Net cash flow used in
operating activities (53,129) (20,813)
-------- --------
Net cash flow used
in financing activities:
Shareholder distributions - (200,000)
-------- --------
Net decrease in cash (53,129) (220,813)
Cash at beginning of period 212,361 441,727
-------- --------
Cash at end of period $159,232 $220,914
======== ========
<FN>
See notes to financial statements
Page 5
</TABLE>
<PAGE>
FUND AMERICA INVESTORS CORPORATION
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
Six months ended June 30, 1996 and 1995
1. Basis of Presentation
Organization
Fund America Investors Corporation (the
"Company") was incorporated in the State of
Delaware on October 19, 1987 as a limited
purpose finance corporation. The Company was
established for the purpose of issuing and
administering one or more series of bonds
collateralized by mortgage loans or mortgage
loan certificates directly or through one or
more trusts beneficially owned by it and
purchasing, owning and selling other mortgage-
related assets.
The Company will not engage in any business or
investment activities other than, (i) issuing
and selling bonds and receiving, owning,
holding and pledging as collateral therefor
the mortgage loans or mortgage loan
certificates; (ii) investing cash balances on
an interim basis in high quality short-term
securities; (iii) purchasing, owning, holding,
pledging or selling other mortgage-related
assets; and (iv) engaging in other activities
which are necessary or convenient to
accomplish the foregoing and are incidental
thereto, directly or through one or more
trusts beneficially owned by it.
The Company currently has registered but
unissued $141,000,000 in mortgage related
bonds under a Registration Statement, which
became effective on July 23, 1993.
On January 3, 1994, the Company filed a
Registration Statement on Form S-11 with
exhibits thereto concerning the issuance of
mortgage related bonds (No. 33-73750). The
Registration Statement was withdrawn from
consideration on March 28, 1996. The Board of
Directors determined that pursuing this
registration was an unnecessary expense for
the Company.
2. Unaudited Financial Statements
In the opinion of management, the accompanying
unaudited financial statements contain all
adjustments necessary to present fairly the
financial position of the Company at June 30,
1996, and the results of its operations and
cash flows for the periods ended June 30, 1996
and 1995.
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of
Operations
Liquidity and Capital Resources
The Company expects to fund its ongoing
operating expenses from its cash balances,
revenue derived from bond offerings and, if
necessary, with borrowings from its sole
shareholder. As of June 30, 1996, $500,000
was available to be borrowed from the
Company's sole shareholder. Any borrowings
will be subordinate and junior to any issued
mortgage securities.
The Company will use substantially all of the
net proceeds from the issuance of each series
of bonds to acquire the mortgage loans or
mortgage certificates pledged as collateral
for such series of bonds, and to pay the bond
issuance expenses incurred in connection with
the transaction.
Certain administrative functions with respect
to some of the Bonds are being performed for
the Company by an affiliate, Fund America
Management Corporation, pursuant to management
agreements executed concurrently at the
respective date of closing.
Results of Operations
The Company reported a net loss for the three
months and six months ended June 30, 1996 of
$2,123 and $13,044 respectively, compared to a
net loss of $8,864 and $17,604 respectively,
for the three and six months ended June 30,
1995. The primary differences in operations
between these reporting periods are the
receipt of miscellaneous income and reduction
of interest income earned on cash balances for
the three and six months ended June 30, 1996.
Page 6
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Changes in Securities
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of
Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
A. Exhibits
Exhibit 27. Financial Data Schedule
B. Form 8-K - None
Page 7
<PAGE>
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.
FUND AMERICA INVESTORS CORPORATION
(Registrant)
Date: August 13, 1996
By: /s/ Helen M. Dickens
Helen M. Dickens
Vice President and Secretary
(Duly authorized and
Principal Financial Officer
Page 8
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 159232
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 159232
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 270905
<CURRENT-LIABILITIES> 10
<BONDS> 0
0
0
<COMMON> 10
<OTHER-SE> 270885
<TOTAL-LIABILITY-AND-EQUITY> 270905
<SALES> 0
<TOTAL-REVENUES> 7001
<CGS> 0
<TOTAL-COSTS> 20045
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (13044)
<INCOME-TAX> 0
<INCOME-CONTINUING> (13044)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (13044)
<EPS-PRIMARY> 0<F1>
<EPS-DILUTED> 0<F1>
<FN>
<F1>Not presented, as all shares of common stock are held by
a sole shareholder.
</FN>
</TABLE>
