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 June 30, 1996
Commission File Number 33-42666
COLLATERALIZED MORTGAGE SECURITIES CORPORATION
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(Exact name of registrant as specified in its chapter)
<TABLE>
<S> <C>
Maryland 13-3251782
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(State or other jurisdiction of incorporation) (I.R.S. Employer Identification No.)
Park Avenue Plaza, New York, New York 10055
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 212-322-1811
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</TABLE>
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 July 31, 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
June 30, 1996 and December 31, 1995 3
Consolidated Statements of Operations for the Six Months
Ended June 30, 1996 and 1995 4
Consolidated Statements of Cash Flows for the Six Months
Ended June 30, 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
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COLLATERALIZED MORTGAGE SECURITIES CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
June 30, 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 1,201
------------------- ----------------
Total Assets $ 13 $ 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
June 30, 1996 and December 31, 1995) 13 1,213
------------------- ----------------
Total Liabilities and Stockholder's Equity $ 13 $ 1,213
=================== ================
</TABLE>
See Notes to Consolidated Financial Statements.
Page 3
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COLLATERALIZED MORTGAGE SECURITIES CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
<TABLE>
<CAPTION>
Six Months Six Months
Ended Ended
June 30, 1996 June 30, 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>
Six Months Six Months
Ended Ended
June 30, 1996 June 30, 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:
Increase (decrease) in accrued expenses - -
Decrease in receivable from CS First Boston
Securities Corporation 1,200 -
------------------- ---------------
Net Cash Flows Provided by Operating Activities 1,200 -
------------------- ---------------
Cash Flows From Financing Activities:
- -------------------------------------
Net proceeds from (payments for):
Dividends paid (1,200) -
------------------- ---------------
Net Cash Flows Used by Financing Activities (1,200) -
------------------- ---------------
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
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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 six months ended June 30,
1996 and June 30, 1995.
For the six months ended June 30, 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: THOMAS M. ZINGALLI
------------------
Thomas M.Zingalli
Controller and Principal
Accounting Officer
(Duly Authorized Officer and
Principal Accounting Officer)
Dated: July 31, 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
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<CIK> 762852
<NAME> COLLATERALIZED MORTGAGE SECURITIES CORPORATION
<MULTIPLIER> 1,000
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<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 12
<SECURITIES> 0
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<CURRENT-ASSETS> 13
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<TOTAL-ASSETS> 13
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0
0
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<TOTAL-LIABILITY-AND-EQUITY> 13
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