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 SEPTEMBER 30, 1999
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________________ to ________________
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 of (I.R.S. Employer
incorporation or organization) 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 require-
ments 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 November 12, 1999 -- 1,000 shares
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FUND AMERICA INVESTORS CORPORATION
FORM 10-Q FOR THE
NINE MONTHS ENDED SEPTEMBER 30, 1999
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 8
Item 2. Changes in Securities 8
Item 3. Defaults upon Senior Securities 8
Item 4. Submission of Matters to a Vote
of Security Holders 8
Item 5. Other Information 8
Item 6. Exhibits and Reports 8
SIGNATURES 9
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<TABLE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
FUND AMERICA INVESTORS CORPORATION
BALANCE SHEETS
<CAPTION>
(Unaudited)
September 30, December 31,
1999 1998
--------------- --------------
<S> <C> <C>
Assets
Cash $ 32,341 $ 63,258
Prepaid expenses 2,000 -
-------- --------
Total assets $ 34,341 $ 63,258
======== ========
Liabilities - accounts payable $ - $ 2,215
-------- --------
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 (335,659) (308,957)
-------- --------
Total shareholder's equity 34,341 61,043
-------- --------
Total liabilities and shareholder's equity $ 34,341 $ 63,258
======== ========
See notes to financial statements
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<TABLE>
FUND AMERICA INVESTORS CORPORATION
Statements of Operations
(Unaudited)
<CAPTION>
Three months ended Nine months ended
September 30, September 30,
------------------ -----------------
1999 1998 1999 1998
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Revenue
Interest income $ 333 $ 1,109 $ 1,348 $ 3,674
-------- -------- -------- --------
Total revenue 333 1,109 1,348 3,674
-------- -------- -------- --------
Expenses
General and administrative 1000 460 9,150 8,630
Legal fees - - 900 108
Management fees 6,000 6,000 18,000 18,000
-------- -------- -------- --------
Total expenses 7,000 6,460 28,050 26,738
-------- -------- -------- --------
Net loss $ (6,667) $ (5,351) $(26,702)$(23,064)
======== ======== ======== ========
See notes to financial statements
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<TABLE>
FUND AMERICA INVESTORS CORPORATION
Statements of Cash Flows
(Unaudited)
<CAPTION>
Nine months ended
September 30,
---------------------
1999 1998
-------- --------
<S> <C> <C>
Net cash flow from operating activities:
Net loss $(26,702) $(23,064)
Adjustments to reconcile net loss to
net cash flow from operating activities:
Changes in operating assets and liabilities:
Accounts payable (2,215) 17,394
Prepaid expenses (2,000) -
Deferred offering costs - (17,500)
-------- --------
Net cash flow used in operating activities (30,917) (23,170)
Net decrease in cash (30,917) (23,170)
Cash at beginning of period 63,258 117,269
-------- --------
Cash at end of period $ 32,341 $ 94,099
======== ========
See notes to financial statements
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FUND AMERICA INVESTORS CORPORATION
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
Nine months ended September 30, 1999 and 1998
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
to engage in the issuance and administration of Collateralized
Mortgage Obligations ("CMOs") which are secured by mortgage
loans or by mortgage loan pass-through certificates backed by
mortgage loans (collectively referred to as the "Collateral"). The
Collateral may be issued and/or guaranteed by agencies, including the
Ginnie Mae, Fannie Mae and Freddie Mac or other entities. To issue
such CMOs, the Company may acquire, hold, sell or pledge the
Collateral, but typically these activities are transacted through trusts
beneficially owned and created by the Company.
The Company may not, either directly or indirectly through a
beneficially owned trust, engage in any business or investment
activity other than (1) issuing and selling bonds; (2) investing cash
balances on an interim basis in high quality short-term securities; (3)
purchasing, owning, holding, pledging or selling the collateral or
other mortgage-related assets; and (4) engaging in other activities
which are necessary or convenient to accomplish the foregoing and
are incidental thereto.
On July 1, 1999, the Company had $141 million of registered and
unissued CMOs remaining on its Registration Statement No. 33-
60662. On September 22, 1998, the company filed an amendment to
update it's Registration Statement No. 33-60662. After filing the
amendment, the Company received many comments from the
Securities and Exchange Commission ("SEC"). To respond to all the
SEC comments, it was estimated that the Company will have to
spend an additional $50,000 to $100,000 for filing the amendment.
At December 31, 1998, management determined that it is not
economically feasible to follow through on updating the Registration
Statement. In accordance with SFAS No. 121 "Impairment of Long-
Lived Assets to be Disposed Of," the deferred offering costs
remaining were charged to operations in 1998. As of the third
quarter ended September 30, 1999, the remaining registered and
unissued securities of $141 million have not been deregistered
because management believes that it may be economically feasible to
finish the update at some point in the future.
2. Unaudited Financial Statements
The accompanying unaudited financial statements have been
prepared in accordance with generally accepted accounting principles
for interim reporting periods and in accordance with the instructions
to Form 10-Q. In complying to the guidelines, the accompanying
financial statements do not include all of the information and
footnotes that are required for a complete annual reporting period.
In the opinion of management, the accompanying unaudited financial
statements contain all adjustments necessary to present fairly the
financial position of the Company at September 30, 1999, and the
results of its operations and cash flows for the periods ended
September 30, 1999 and 1998.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
The Year 2000 Issue
With the year 2000 approaching, potential computer failures and
errors may occur due to problems with the computerized recognition
of date codes. The Year 2000 ("Y2K") issue addresses potential
problems that may be encountered with date-related transactions on
systems that have historically recognized years using two digits
versus four digits. For example, these systems may recognize "00" as
the year 1900 instead of 2000. This could potentially affect
computerized operations that rely on date calculations or are date
sensitive.
All operations of the Company are essentially driven by the issuance
of securities. In order to assess and determine potential Y2K issues
within the operations, the Company has separated operations into
three sections, the registration of securities, the issuance of securities,
and the administrational operations.
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The preparation, filing, and follow-up of the registration and issuance
processes are typically out-sourced to third-party service providers
that specialize in these services. The Company is requesting
confirmation from its third-party servicing providers that their
systems are Y2K compliant. The Company has received assurance of
Y2K compliance for some of its third-party service providers. In
addition, the Company is still continuing its efforts to receive
assurance from its other third-party service providers.
The Company in conjunction with its facilities provider, The Chotin
Group Corporation (TCG), a related party, has assessed its
administration systems, the third area of the Company's operations.
TCG provides the Company with office facilities and administrative
functions. TCG is in the second part of its final phase of its Y2K
compliance plan. All hardware systems identified as non-Y2K
compliant have been replaced. Additionally, all necessary
replacements to software systems used in the administration of the
Company's operations have been made. All hardware and software
systems will be tested prior to year-end to allow adequate time for
any potential corrections. TCG believes that its Y2K efforts are on
track to ensure compliance with the upcoming deadline.
Due to the fact that all operational systems are hired out, the
Company does not expect to incur any direct costs for Y2K
remediation that would materially affect its financial condition. The
risk, however, to the Company could potentially be a delay in its
operations of registering securities and issuing securities. Delays
may be caused by the Company's reliance on third- party service
providers who handle out-sourced operations and who are not Y2K
compliant. To address this issue, the Company will consider out-
sourcing operations to other third-party service provider who
confirm their compliance.
If necessary updates and upgrades identified in the testing process of
TCG's systems are not made on a timely basis, or if third- party
service providers are not Y2K ready, Y2K problems could have a
material adverse effect on the Company's operations.
Without a reasonably complete testing of systems that may be
vulnerable to problems, the Company does not have reasonable basis
to conclude that the Year 2000 compliance issue will not likely have
an operational impact on the Company. In addition, without a
reasonable conclusive basis, reported financial information will not
necessarily be a indication of future operating results or future
financial condition.
Liquidity and Capital Resources
The Company expects to fund its ongoing operations from its cash
balances, and to fund any potential Registration Statement updates
from its cash balances and borrowings from its sole shareholder. As
of September 30, 1999, $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.
Results of Operations
The third quarter operations resulted in a net loss of $6,667 and
$5,351, respectively, for the three months ended September 30, 1999
and 1998. Comparably, the Company reported a net loss for both
nine month periods ended September 30, 1999 and 1998 of $26,702
and $23,064.
Both interim periods reflected the same operating activities,
generating no issuance income while funding normal ongoing
expenses. The primary reason for the increase in the net loss from
1999 to 1998 resulted from a decrease in interest earnings on cash
balances and an increase in general and administrative expenses.
Forward Looking Statements
The statements contained in this Item 2 that are not historical facts,
including, but not limited to, statements that can be identified by the
use of forward-looking terminology such as "may," "will," "expect,"
"anticipate," "estimate" or "continue" or the negative thereof or
other variations thereon or comparable terminology, are forward-
looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995, and involve a number of risks and
uncertainties. The actual results of the future events described in
such forward-looking statements could differ materially from those
stated in such forward-looking statements. Among the factors that
could cause actual results to differ materially are: the Y2K
preparedness of the Company's third party information service
providers, the market for mortgage-backed securities, competition,
government regulation and possible future litigation.
Page 7
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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 8
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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: November 12, 1999 By: /s/Helen M. Dickens
-----------------------------------
Helen M. Dickens
Vice President, Secretary/Treasurer
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<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> SEP-30-1999
<CASH> $32,341
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 34,341
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 34,341
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 10
<OTHER-SE> 34,331
<TOTAL-LIABILITY-AND-EQUITY> 34,341
<SALES> 0
<TOTAL-REVENUES> 1,348
<CGS> 0
<TOTAL-COSTS> 28,050
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (26,702)
<INCOME-TAX> 0
<INCOME-CONTINUING> (26,702)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (26,702)
<EPS-BASIC> 0<F1>
<EPS-DILUTED> 0<F1>
<FN>
<F1>Not presented, as all shares of common stock are held
by a sole shareholder.
</FN>
</TABLE>
