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, 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 of incorporation) (I.R.S. Employer
Identification No.)
11 Madison Avenue, New York, New York 10010
- ---------------------------------------------- -------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 212-325-1811
-------------------
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 May 7, 1999
<PAGE>
COLLATERALZED 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, 1999 and December 31, 1998 3
Consolidated Statements of Operations for the
Three Months Ended March 31, 1999 and 1998 4
Consolidated Statements of Cash Flows for the
Three Months Ended March 31, 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, 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,
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:
Accrued expenses $ -- $ --
----- -----
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 March 31, 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>
Three Months Three Months
Ended Ended
March 31, 1999 March 31, 1998
-------------- --------------
(in thousands)
<S> <C> <C>
Revenues:
Commitment fee and miscellaneous income $ -- $ --
----- -----
-- --
----- -----
Expenses:
General and administrative 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>
Three Months Three Months
Ended Ended
March 31, 1999 March 31, 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 three months ended
March 31, 1999 and March 31, 1998.
For the three months ended March 31, 1999 and 1998, the Company had
no transactions.
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).
Page 8
<PAGE>
Item 6. Exhibits and Reports on Form 8-K (continued)
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 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
Controller and Principal
Accounting Officer
(Duly Authorized Officer and
Principal Accounting Officer)
Dated: May 7, 1999
Page 10
<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: May 7, 1999
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. 0-014811 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 11
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<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-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
