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 MARCH 31, 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 re-
quired 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 May 15, 2000 -- 1,000 shares
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FUND AMERICA INVESTORS CORPORATION
FORM 10-Q FOR THE
THREE MONTHS ENDED MARCH 31, 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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<TABLE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
FUND AMERICA INVESTORS CORPORATION
BALANCE SHEETS
(Unaudited)
<CAPTION>
March 31, December 31,
2000 1999
---------- ----------
<S> <C> <C>
Assets
Cash $ 2,344 $ 12,892
---------- ----------
Total assets $ 2,344 $ 12,892
========== ==========
Liabilities - accounts payable $ 8,000 $ -
---------- ----------
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 569,990 569,990
Shareholder distributions (225,000) (215,000)
Accumulated deficit (350,656) (342,108)
---------- ----------
Total shareholder's equity (5,656) 12,892
---------- ----------
Total liabilities and
shareholder's equity $ 2,344 $ 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 end
March 31,
---------------------------
2000 1999
-------- --------
<S> <C> <C>
Revenue
Interest income $ 12 $ 572
-------- --------
Total revenue 12 572
-------- --------
Expenses
General and administrative 8,560 7,700
Management fees - 6,000
-------- --------
Total expenses 8,560 13,700
-------- --------
Net loss $ (8,548) $(13,128)
======== ========
</TABLE>
See notes to financial statements
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<TABLE>
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FUND AMERICA INVESTORS CORPORATION
Statements of Cash Flows
(Unaudited)
<CAPTION>
Three months ended
March 31,
--------------------------
2000 1999
---------- ----------
<S> <C> <C>
Net cash flow used in operating activities:
Net loss $ (8,548) $ (13,128)
Adjustments to reconcile net loss to
net cash flow from operating activities:
Changes in operating assets and liabilities:
Accounts payable 8,000 4,925
Prepaid expenses - (2,000)
---------- ----------
Net cash flow used in operating activities (548) (10,203)
Net cash flow used in financing activities:
Shareholder distribution (10,000) -
---------- ----------
Net decrease in cash (10,548) (10,203)
Cash at beginning of period 12,892 63,258
---------- ----------
Cash at end of period $ 2,344 $ 53,055
========== ==========
</TABLE>
See notes to financial statements
Page 5
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FUND AMERICA INVESTORS CORPORATION
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
Three months ended March 31, 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 January 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 issued from
the remaiining balance. As of March 31, 2000, management has determined
that it is not economically feasible to follow through on updating the
Registration Statement. However, 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. As of March 31, 2000, $141 million registered and unissued
CMOs remains on the Company's Registration Statement No. 33-60662.
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 March 31, 2000, and the results of its operations
and cash flows for the periods ended March 31, 2000 and 1999.
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 operations from its cash balances
and loans or contributions from its 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 three months ended March 31, 2000
of $8,548 as compared to a net loss for the three months ended March 31,
1999 of $13,128. The decrease in the net loss reported for the three months
ended March 31, 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 three months ended March
31, 1999 were $6,000 compared to $0 for the three months ended March 31,
2000. Additionally, the Company incurred an slight increase in other costs
for the three months ended March 31, 2000 as compared to the three months
ended March 31, 1999.
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
Page 6
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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.
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: May 15, 2000 By: /s/ Helen M. Dickens
-------------------- --------------------------------
Helen M. Dickens
Vice President and Secretary
(Duly authorized and
Principal Financial Officer
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<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-END> MAR-31-2000
<CASH> 2,344
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2,344
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 2,344
<CURRENT-LIABILITIES> 8,000
<BONDS> 0
0
0
<COMMON> 10
<OTHER-SE> (5,666)
<TOTAL-LIABILITY-AND-EQUITY> 2,344
<SALES> 0
<TOTAL-REVENUES> 12
<CGS> 0
<TOTAL-COSTS> 8,560
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (8,548)
<INCOME-TAX> 0
<INCOME-CONTINUING> (8,548)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (8,548)
<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>
