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, 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
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 14, 2000 -- 1,000 shares
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FUND AMERICA INVESTORS CORPORATION
FORM 10-Q FOR THE
SIX MONTHS ENDED JUNE 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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<TABLE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
FUND AMERICA INVESTORS CORPORATION
BALANCE SHEETS
(Unaudited)
<CAPTION>
June 30, December 31,
2000 1999
---------- ------------
<S> <C> <C>
Assets
Cash $ 1,616 $ 12,892
---------- ----------
Total assets $ 1,616 $ 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 (351,384) (342,108)
---------- ----------
Total shareholder's equity 1,616 12,892
---------- ----------
Total liabilities and
shareholder's equity $ 1,616 $ 12,892
========== ==========
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See notes to financial statements
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<TABLE>
FUND AMERICA INVESTORS CORPORATION
Statements of Operations
(Unaudited)
<CAPTION>
Three months ended Six months ended
June 30, June 30,
---------------------- --------------------
2000 1999 2000 1999
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Revenue
Interest income $ 6 $ 443 $ 18 $ 1,015
-------- -------- -------- --------
Total revenue 6 443 18 1,015
-------- -------- -------- --------
Expenses
General and administrative 733 450 9,293 8,150
Legal fees - 900 - 900
Management fees - 6,000 - 12,000
-------- -------- -------- --------
Total expenses 733 7,350 9,293 21,050
-------- -------- -------- --------
Net loss $ (727) $ (6,907) $ (9,275) $(20,035)
======== ======== ======== ========
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See notes to financial statements
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<TABLE>
FUND AMERICA INVESTORS CORPORATION
Statements of Cash Flows
(Unaudited)
<CAPTION>
Six months ended
June 30,
--------------------------
2000 1999
---------- ----------
<S> <C> <C>
Net cash flow used in operating activities:
Net loss $ (9,275) $ (20,035)
Adjustments to reconcile net loss to
net cash flow from operating activities:
Changes in operating assets and
liabilities:
Accounts payable - (2,215)
--------- ---------
Net cash flow used in operating activities (9,275) (22,250)
Net cash flow used in financing activities:
Shareholder contributions 8,000 -
Shareholder distributions (10,000) -
--------- ---------
Net cash used in financing activities (2,000) -
--------- ---------
Net decrease in cash (11,275) (22,250)
Cash at beginning of period 12,892 63,258
--------- ---------
Cash at end of period $ 1,616 $ 41,008
========= =========
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See notes to financial statements
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FUND AMERICA INVESTORS CORPORATION
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
Six months ended June 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 April 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 June 30, 2000, management has determined
that it is not economically feasible to follow through on updating the
Registration Statement. The remaining registered and unissued securities of
$141 million have not been deregistered since management believes that it may
be economically feasible to finish the update at some point in the future. As of
June 30, 2000, $141 million registered and unissued CMOs remains on the
Company's Registration Statement No. 33-60662.
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 June 30, 2000, and the results of its operations and
cash flows for the periods ended June 30, 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 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 six months ended June 30, 2000 of
$9,275 as compared to a net loss for the six months ended June 30, 1999 of
$20,035. The decrease in the net loss reported for the six months ended June
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 six months ended June 30, 1999 were $12,000
compared to $0 for the six months ended June 30, 2000. The decrease in fees
from 1999 to 2000 was offset slightly by an increase in other costs for the six
months ended June 30, 2000 as compared to the six months ended June 30, 1999.
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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.
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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: August 14, 2000 By: /s/ Helen M. Dickens
-------------------------- ----------------------------------
Helen M. Dickens
Vice President, Secretary/Treasurer
(Duly authorized and
Principal Financial Officer)
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