SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended March 31, 1996
Commission File Number 33-42666
COLLATERALIZED MORTGAGE SECURITIES CORPORATION
(Exact name of registrant as specified in its chapter)
Maryland 13-3251782
- - ---------------------------- -------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
Park Avenue Plaza, New York, New York 10055
- - ---------------------------------------- -------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 212-322-1811
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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 the latest practicable date:
10,000 shares of common stock
outstanding as of April 22, 1996
<PAGE>
COLLATERALIZED MORTGAGE SECURITIES CORPORATION AND SUBSIDIARY
INDEX
Page
Number
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Statements of Financial Condition as of
March 31, 1996 and December 31, 1995 3
Consolidated Statements of Operations for the Three Months
Ended March 31, 1996 and 1995 4
Consolidated Statements of Cash Flows for the Three Months
Ended March 31, 1996 and 1995 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7
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 on Form 8-K 8, 9
SIGNATURE 10
INDEX TO EXHIBITS 11
Page 2
<PAGE>
COLLATERALIZED MORTGAGE SECURITIES CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
March 31, December 31,
1996 1995
----------- ------------
(unaudited)
(in thousands, except par value and share data)
<S> <C> <C>
Assets:
Cash $ 12 $ 12
Receivable from CS First Boston
Securities Corporation 1,201 1,201
--------- ---------
Total Assets $ 1,213 $ 1,213
========= =========
Liabilities and Stockholder's Equity:
Accrued expenses $ -- $ --
--------- ---------
Total Liabilities -- --
--------- ---------
Stockholder's Equity:
Common stock and paid in capital, $.01 par value
(authorized 15,000,000 shares; issued 10,000
shares at March 31, 1996 and December 31, 1995) 1,213 1,213
--------- ---------
Total Liabilities and Stockholder's Equity $ 1,213 $ 1,213
========= =========
</TABLE>
See Notes to Consolidated Financial Statements.
Page 3
<PAGE>
COLLATERALIZED MORTGAGE SECURITIES CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
<TABLE>
<CAPTION>
Three Months Three Months
Ended Ended
March 31, 1996 March 31, 1995
-------------- --------------
(in thousands)
<S> <C> <C>
Revenues:
Commitment fee and miscellaneous
income $ -- $ --
-------------- --------------
Expenses:
General and administrative expenses -- --
-------------- --------------
-- --
-------------- --------------
Loss from operations before income tax
benefit -- --
Income tax benefit -- --
-------------- --------------
Net loss $ -- $ --
============== ==============
</TABLE>
See Notes to Consolidated Financial Statements.
Page 4
<PAGE>
COLLATERALIZED MORTGAGE SECURITIES CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
<TABLE>
<CAPTION>
Three Months Three Months
Ended Ended
March 31, 1996 March 31, 1995
-------------- --------------
(in thousands)
<S> <C> <C>
Cash Flows From Operating Activities:
Net loss $ -- $ --
Adjustments to reconcile net loss
to net cash provided by (used for)
operating activities:
Decrease in accrued expenses -- --
Decrease in receivable
from CS First Boston
Securities Corporation -- --
-------------- --------------
Net Cash Flows Provided by (Used for)
operating activities -- --
-------------- --------------
Net increase (decrease) in cash -- --
-------------- --------------
Cash at beginning of period 12 12
-------------- --------------
Cash at end of period $ 12 $ 12
============== ==============
</TABLE>
See Notes to Consolidated Financial Statements.
Page 5
<PAGE>
COLLATERALIZED MORTGAGE SECURITIES CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. Description of Business
Collateralized Mortgage Securities Corporation (the "Company") and its
wholly owned subsidiary Asset Backed Securities Corporation ("ABSC") are
wholly owned subsidiaries of CS First Boston Securities Corporation
("FBSC"), which is a wholly owned subsidiary of CS First Boston, Inc., a
privately owned holding company.
The foregoing financial statements are unaudited; however, in the opinion
of management, all adjustments (comprising only normal recurring accruals)
necessary for a fair presentation of the financial statements have been
included. A summary of the significant accounting policies is set forth in
Note 3 to the Company's December 31, 1995 Financial Statements contained in
the Company's 1995 Form 10-K.
Page 6
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The principal activities of the Company and ABSC include (i) issuing
and selling collateralized mortgage obligations and asset backed
obligations (the "Bonds") and acquiring, owning, holding and pledging
mortgage-backed securities and receivables, (ii) conveying or
transferring all or any portion of the Companies' rights, title or
interest in the Bonds to various entities including trusts and (iii)
creating, acquiring, owning and selling residual interests in such
entities.
Results of Operations
The Company and ABSC recorded no gains or (losses) on the sale of
Bonds or beneficial interests in trusts for the three months ended
March 31, 1996 and March 31, 1995.
For the three months ended March 31, 1996 and 1995 the Company had no
substantive transactions.
General and administrative expenses include management fees,
professional fees and other expenses.
Liquidity and Capital Resources
The Company and ABSC utilizes FBSC to facilitate the settlement of all
transactions and invest all excess cash with FBSC. Such cash is
available from FBSC on demand and does not earn interest. All gains
and losses are recognized by FBSC on each transaction.
Page 7
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Changes in Securities
Not applicable.
Item 3. Defaults Upon Senior Securities
Not applicable.
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:
Indenture (incorporated by reference to Exhibit 1 of
Company's Form 8-K dated February 14, 1992 for Series
1992-1) dated as of January 1, 1987 as amended by
Amendment No. 1 dated as of April 30, 1987 and Amendment
No. 2 dated as of October 15, 1987, as amended and
restated as of August 1, 1988, between the Company and
State Street Bank and Trust Company, as Trustee.
Articles of Incorporation of the Company as amended as of
January 7, 1986 (incorporated by reference to Exhibit 3.1
of the Company's Form S-3 Registration Statement dated
January 31, 1985).
By-laws of the Company as amended and restated as of
January 7, 1986 (incorporated by reference to Exhibit 3.2
of the Company's Form S-3 Registration Statement dated
January 31, 1985).
Restated Certificate of Incorporation of Asset Backed
Securities Corporation (incorporated by reference to
Exhibit 3.1 of the Company's Form S-3 Registration
Statement (No. 0-14811)).
Page 8
<PAGE>
Item 6. Exhibits and Reports on Form 8-K (continued)
By-laws of Assets Backed Securities Corporation (incorporated by
reference to Exhibit 3.2 of the Company's Form S-3 Registration
Statement (No. 33-7382)).
Indenture, dated as of October 30, 1986, between Asset Backed
Securities Corporation and State Street Bank and Trust Company,
the Trustee (incorporated by reference to Exhibit 1 of the
Current Report on Form 8-K dated October 30, 1986).
(b) Reports on Form 8-K
None.
Page 9
<PAGE>
SIGNATURE
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.
COLLATERALIZED MORTGAGE
SECURITIES CORPORATION
By: /s/ THOMAS M. ZINGALLI
-----------------------------
Thomas M. Zingalli
Controller and Principal
Accounting Officer
(Duly Authorized Officer and
Principal Accounting Officer)
Dated: April 22, 1996
Page 10
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description of Exhibit Page
1 Indenture dated as of January 1, 1987 as amended by
Amendment No. 1 dated as of April 30, 1987 and Amendment
No. 2 dated as of October 15, 1987, as amended and
restated as of August 1, 1988, between the Company and
State Street Bank and Trust Company, as Trustee. ****
1 Indenture, dated as of October 30, 1986, between Asset
Backed Securities Corporation and State Street Bank and
Trust Company, as Trustee. **
3.1 Articles of Incorporation of the Company as amended as
of January 7, 1986. *
3.1 Restated Certificate of Incorporation of Asset Backed
Securities Corporation. ***
3.2 By-Laws of the Company as amended and restated as of
January 7, 1986. *
3.2 By-Laws of Asset Backed Securities Corporation. ****
* Incorporated by reference to the same Exhibits in Registration
Statement No. 0-13156 on Form 10 filed with the Securities and
Exchange Commission on January 31, 1985.
** Incorporated by reference to the same Exhibit in the Current
Report on Form 8-K filed with the Securities and Exchange
Commission on November 14, 1986.
*** Incorporated by reference to the same Exhibit in the
Registration Statement No. 0-14811 of the Company's Form S-3
filed with the Securities and Exchange Commission on July 21,
1986.
**** Incorporated by reference to the same Exhibit in the
Registration Statement No. 33-7382 of the Company's Form S-3
filed with the Securities and Exchange Commission on November
12, 1986.
Page 11
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<CASH> 12
<SECURITIES> 0
<RECEIVABLES> 1,201
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,213
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,213
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 1,213
<TOTAL-LIABILITY-AND-EQUITY> 1,213
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
