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 SEPTEMBER 30, 2000
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 10, 2000 -- 1,000 shares
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FUND AMERICA INVESTORS CORPORATION
FORM 10-Q FOR THE
NINE MONTHS ENDED SEPTEMBER 30, 2000
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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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
<TABLE>
FUND AMERICA INVESTORS CORPORATION
BALANCE SHEETS
<CAPTION>
(Unaudited)
September 30, December 31,
2000 1999
------------- ------------
<S> <C> <C>
Assets
Cash and cash equivalents $ 349 $ 12,892
------------ -----------
Total assets $ 349 $ 12,892
============ ===========
Liabilities - accounts payable $ - $ -
------------ -----------
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 577,990 569,990
Shareholder distributions (225,000) (215,000)
Accumulated deficit (352,651) (342,108)
------------ -----------
Total shareholder's equity 349 12,892
============ ===========
Total liabilities and
shareholder's equity $ 349 $ 12,892
============ ===========
</TABLE>
See notes to financial statements
Page 3
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<TABLE>
FUND AMERICA INVESTORS CORPORATION
Statements of Operations
(Unaudited)
<CAPTION>
Three months ended Nine months ended
September 30, September 30,
---------------------- ---------------------
2000 1999 2000 1999
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Revenue
Interest income $ 1 $ 333 $ 19 $ 1,348
---------- ---------- ---------- ----------
Total revenue 1 333 19 1,348
---------- ---------- ---------- ----------
Expenses
General and administrative 979 1,000 10,272 9,150
Legal fees 290 - 290 900
Management fees - 6,000 - 18,000
----------- --------- ---------- ----------
Total expenses 1,269 7,000 10,562 28,050
----------- --------- ---------- ----------
Net loss $ (1,268) $ (6,667) $ (10,543) $ (26,702)
=========== ========= ========== ==========
</TABLE>
See notes to financial statements
Page 4
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<TABLE>
FUND AMERICA INVESTORS CORPORATION
Statements of Cash Flows
(Unaudited)
<CAPTION>
Nine months ended
September 30,
---------------------------
2000 1999
---------- ----------
<S> <C> <C>
Net cash flow used in operating activities:
Net loss $ (10,543) $ (26,702)
Adjustments to reconcile net loss
to net cash flow from operating activities:
Changes in operating assets and liabilities:
Accounts payable - (2,215)
Prepaid expenses - (2,000)
---------- -----------
Net cash flow used in operating activities (10,543) (30,917)
Net cash flow used in financing activities:
Shareholder capital contributions 8,000 -
Shareholder distributions (10,000) -
---------- -----------
Net cash flow used in financing activities (2,000) -
---------- -----------
Net decrease in cash (12,543) (30,917)
Cash at beginning of period 12,892 63,258
---------- -----------
Cash at end of period $ 349 $ 32,341
========== ===========
</TABLE>
See notes to financial statements
Page 5
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FUND AMERICA INVESTORS CORPORATION
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
Nine months ended September 30, 2000 and 1999
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, 2000, the Company had $141 million registered and unissued
CMOs remaining on its Registration Statement No. 33-60662. The
Registration Statement will require updating before any additional securities
can be issued from the remaining balance. As of September 30, 2000,
management determined that it is not economically feasible to follow through
on updating the Registration Statement. As of September 30, 2000, $141
million registered and unissued CMOs remains on the Company's
Registration Statement No. 33-60662.
The Company intends to file Form 15, Certification and Notice of
Termination of Registration Under Section 12(g) of the Securities Exchange
Act of 1934 or Suspension of Duty to File Reports Under Sections 13 and
15(d) of the Securities Exchange Act of 1934. It is the intention of the
Company to suspend its duty to file reports under rule 15(d)-6 of the
Securities Exchange Act of 1934 since the Company has been an inactive
registrant since 1993. The Company has outstanding Securities on four
series: Fund America Investors Corporation, Series 1993-1; Fund America
Investors Trust, Series 1993-2; Fund America Investors Trust, Series 1993-5;
and Fund America Investors Trust, Series 1993-6. The Company is currently
in the process of determining if it meets all criteria requirements for filing
Form 15.
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 with 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, 2000, and the results of its
operations and cash flows for the periods ended September 30, 2000 and
1999.
3. New Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" (SFAS No. 133). SFAS No. 133
establishes accounting and reporting standards requiring that all derivative
instruments be recorded in the balance sheet as either an asset or liability
measured at fair value. SFAS No. 133 requires that changes in the
derivative's fair value be recognized currently in earnings unless specific
hedge accounting criteria are met. The accounting provisions for qualifying
fair value and cash flow hedges (such as interest rate swaps) allow unrealized
gains and losses recognized related to derivatives to be included in
comprehensive income, to the extent they are effective, and requires the
Company to formally document, designate, and assess the effectiveness of
transactions that qualify for hedge accounting. During 1999, the
implementation of SFAS No. 133 was deferred until January 1, 2001 by the
issuance of SFAS No. 137 "Accounting for Derivative Instruments and
Hedging Activities-Deferral of the Effective Date of FASB Statement No.
133." The Company has determined that SFAS No. 133 will not have an
impact on its financial statements as the Company does not transact in
derivative financial instruments either explicitly or embedded within existing
contracts such as lease agreements.
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Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Liquidity and Capital Resources
-------------------------------
The Company expects to fund its continuing cash requirements from
contributions from its sole shareholder.
Results of Operations
---------------------
The Company reported a net loss of $1,268 for the three months ended
September 30, 2000 as compared to a net loss of $6,667 for the three months
ended September 30, 1999. A net loss was reported for the nine months
ended September 30, 2000 of $10,543 as compared to a net loss for the nine
months ended September 30, 1999 of $26,702. The decrease in the net loss
reported for the nine months ended September 30, 2000 is primarily
attributable to the termination of the Facilities Use Agreement with The
Chotin Group Corporation, a related party. Fees charged under this
agreement for the nine months ended September 30, 1999 were $18,000
compared to $0 for the nine months ended September 30, 2000. The decrease
in fees from 1999 to 2000 was slightly offset by an increase in other costs for
the nine months ended September 30, 2000 as compared to the nine months
ended September 30, 1999.
Forward Looking Statements
--------------------------
The statements contained in this Item 2 that are not historical facts, includ-
ing, but not limited to, statements that can be identified by the use of forward
looking terminology such as "may," "will," "expect," "anticipate," "estimate"
"intend" 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 market for mortgage-
backed securities, competition, government regulation and possible future
litigation.
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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
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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 10, 2000 By: /s/ Helen M. Dickens
-------------------- -------------------------------
Helen M. Dickens
Vice President, Secretary/Treasurer
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