<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
-------------------------------------------------------------
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended September 30, 1999
Commission File Number 33-42666
COLLATERALIZED MORTGAGE SECURITIES CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
MARYLAND 13-3251782
- -------------------------------------- ------------------------------------
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation)
11 MADISON AVENUE, NEW YORK, NEW YORK 10010
- -------------------------------------- ------------------------------------
(Address of principal executive offices) (Zip Code)
212-325-1811
- --------------------------------------
Registrant's telephone number, including area code
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 November 8, 1999
<PAGE>
COLLATERALIZED MORTGAGE SECURITIES CORPORATION AND SUBSIDIARY
INDEX
<TABLE>
<CAPTION>
Page
Number
<S> <C>
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Statements of Financial Condition as of
September 30, 1999 and December 31, 1998 3
Consolidated Statements of Operations for the Nine Months
Ended September 30, 1999 and 1998 4
Consolidated Statements of Cash Flows for the Nine Months
Ended September 30, 1999 and 1998 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
SIGNATURE 10
INDEX TO EXHIBITS 11
</TABLE>
Page 2
<PAGE>
COLLATERALIZED MORTGAGE SECURITIES CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
September 30, December 31,
1999 1998
------------------ ---------------
(unaudited)
(in thousands, except par value and share data)
<S> <C> <C>
Assets:
Cash $12 $12
Receivable from Credit Suisse First Boston
Management Corporation 1 1
--- ---
Total Assets $13 $13
=== ===
LIABILITIES AND STOCKHOLDER'S EQUITY:
Total Liabilities $-- $--
--- ---
Stockholder's Equity:
Common stock and paid in capital, $0.1 par value
(authorized 15,000,000 shares; issued 10,000
shares at September 30, 1999 and December 31,1998) 13 13
--- ---
Total Liabilities and Stockholder's Equity $13 $13
=== ===
</TABLE>
See Accompanying Notes to Consolidated Financial Statements.
Page 3
<PAGE>
COLLATERALIZED MORTGAGE SECURITIES CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
<TABLE>
<CAPTION>
Nine Months Nine Months
Ended Ended
September 30, 1999 September 30, 1998
----------------------- ------------------------
(in thousands)
<S> <C> <C>
Revenues: $ - $ -
----------------- ----------------
- -
----------------- ----------------
Expenses: - -
----------------- ----------------
- -
----------------- ----------------
Income from operations before income tax
expense - -
----------------- ----------------
Income tax expense - -
----------------- ----------------
Net income $ - $ -
================= ================
</TABLE>
See Accompanying Notes to Consolidated Financial Statements.
Page 4
<PAGE>
COLLATERALIZED MORTGAGE SECURITIES CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
<TABLE>
<CAPTION>
Nine Months Nine Months
Ended Ended
September 30, 1999 September 30, 1998
-------------------------- -----------------------
(in thousands)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ - $ -
Adjustments to reconcile net income
to net cash provided by (used for)
operating activities: - -
----------------------- -----------------------
Net Cash Provided by Operating Activities - -
----------------------- -----------------------
Net increase in cash - -
Cash at beginning of period 12 12
----------------------- -----------------------
Cash at end of period $ 12 $ 12
======================= =======================
</TABLE>
See Accompanying 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 Credit Suisse First Boston Management
Corporation ("FBSC"), which is a wholly owned subsidiary of Credit Suisse
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, 1998 Financial Statements contained in
the Company's 1998 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 nine months ended
September 30, 1999 and September 30, 1998.
For the nine months ended September 30, 1999 and 1998, the Company
had no transactions.
During the nine months ended September 30, 1999, ABSC sold
approximately $1 billion, aggregate principal amounts, of asset
backed obligations collateralized by pools of retail automobile
and home equity loans. ABSC purchased the loans simultaneously
with the issuance of the asset backed obligations.
LIQUIDITY AND CAPITAL RESOURCES
The Company and ABSC utilize FBSC to facilitate the settlement of all
transactions and maintain 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:
Indentures (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).
By-laws of Asset 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 8
<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: November 8, 1999
Page 9
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT PAGE
- ------- ---------------------- ----
<S> <C> <C>
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. ****
</TABLE>
* 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. 0-014811 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 10
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> SEP-30-1999
<CASH> 12
<SECURITIES> 0
<RECEIVABLES> 1
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 13
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 13
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 13
<TOTAL-LIABILITY-AND-EQUITY> 13
<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-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
