UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 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 August 13, 1999 -- 1,000 shares
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FUND AMERICA INVESTORS CORPORATION
FORM 10-Q FOR THE
SIX MONTHS ENDED JUNE 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
Page 2
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<TABLE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
FUND AMERICA INVESTORS CORPORATION
BALANCE SHEETS
(Unaudited)
<CAPTION>
June 30, December 31,
1999 1999
---------- ------------
<S> <C> <C>
Assets
Cash $ 41,008 $ 63,258
--------- ---------
Total assets $ 41,008 $ 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 (328,992) (308,957)
--------- ---------
Total shareholder's equity 41,008 61,043
--------- ---------
Total liabilities and shareholder's equity $ 41,008 $ 63,258
========= =========
<FN>
See notes to financial statements
Page 3
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<TABLE>
FUND AMERICA INVESTORS CORPORATION
Statements of Operations
(Unaudited)
<CAPTION>
Three months ended Six months ended
June 30, June 30,
------------------ ----------------
1999 1998 1999 1998
-------- -------- -------- --------
<S>
Revenue <C> <C> <C> <C>
Interest income $ 443 $ 1,261 $ 1,015 $ 2,565
-------- -------- -------- --------
Total revenue 443 1,261 1,015 2,565
-------- -------- -------- --------
Expenses
General and administrative 450 471 8,150 8,171
Legal fees 900 108 900 108
Management fees 6,000 6,000 12,000 12,000
-------- -------- -------- --------
Total expenses 7,350 6,579 21,050 20,279
-------- -------- -------- --------
Net loss $ (6,907) $ (5,318) $(20,035) $(17,714)
======== ======== ======== ========
<FN>
See notes to financial statements
Page 4
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<TABLE>
FUND AMERICA INVESTORS CORPORATION
Statements of Cash Flows
(Unaudited)
<CAPTION>
Six months ended
June 30,
----------------------
1999 1998
---------- ----------
<S> <C> <C>
Net cash flow used in operating activities:
Net loss $ (20,035) $ (17,714)
Adjustments to reconcile net loss to net
cash flow from operating activities:
Changes in operating assets and liabilities:
Accounts payable (2,215) 2
--------- ---------
Net cash flow used in operating activities (22,250) (17,712)
--------- ---------
Net decrease in cash (22,250) (17,712)
Cash at beginning of period 63,258 117,269
--------- ---------
Cash at end of period $ 41,008 $ 99,557
========= =========
<FN>
See notes to financial statements
Page 5
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FUND AMERICA INVESTORS CORPORATION
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
Six months ended June 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 April 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 file an amendment to
update its Registration Statement No. 33-60662. After filing the
amendment, the Company received many comments from the Security 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. The
remaining registered and unissued securities, which amounts to $141
million for the second quarter ended June 30, 1999, 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 June 30, 1999, and the results of
its operations and cash flows for the periods ended June 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.
Page 6
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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.
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 the third
area of the Company's operations, administration systems. TCG
provides the Company with office facilities and administrative
functions. TCG is in the first part of its final phase of its Y2K
compliance plan. TCG is currently replacing and upgrading its
hardware systems that were identified in the assessment phase.
Hardware replacement is 90% complete and once completed,
replacement of identified software systems will begin, followed by
system testing. TCG believes that its Y2K efforts are on track to
ensure compliance with the upcoming deadline. The Company will
closely monitor TCG's progress.
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 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 upgrade and 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 June 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 Company reported a net loss for the six months ended June 30,
1999 of $20,035 as compared to a net loss for the six months ended
June 30, 1998 of $17,714. A decrease in interest earned on cash
balances is the primary difference in the results of operations between
the two reporting periods.
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: August 13, 1999 By: /s/ Helen M. Dickens
----------------------- --------------------------------
Helen M. Dickens
Vice President, Secretary/Treasurer
(Duly authorized and
Principal Financial Officer
Page 9
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<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> JUN-30-1999
<CASH> 41008
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 41008
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 41008
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 10
<OTHER-SE> 40998
<TOTAL-LIABILITY-AND-EQUITY> 41008
<SALES> 0
<TOTAL-REVENUES> 1015
<CGS> 0
<TOTAL-COSTS> 21050
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (20035)
<INCOME-TAX> 0
<INCOME-CONTINUING> (20035)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (20035)
<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>
