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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended MARCH 31, 1999
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Commission file number 33-4001
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CORNERSTONE MORTGAGE INVESTMENT GROUP, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 43-1393535
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
201 Progress Parkway
Maryland Heights, Missouri 63043
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (314) 515-2000
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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, August 7,
1998:
COMMON STOCK, $.01 Par Value - 1,000 Shares
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CORNERSTONE MORTGAGE INVESTMENT GROUP, INC.
INDEX
Page
Number
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheet 3
Statement of Operations 4
Statement of Changes in Stockholder's Equity 5
Statement of Cash Flows 6
Notes to Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
Part II. OTHER INFORMATION 9
SIGNATURES 10
2
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Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
<TABLE>
CORNERSTONE MORTGAGE INVESTMENT GROUP, INC.
BALANCE SHEET
(UNAUDITED)
<CAPTION>
March 31, December 31,
1999 1998
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<S> <C> <C>
ASSETS
------
CASH $ 52,386 $ 52,386
RECEIVABLE FROM TRUSTEE 0 0
--------- ---------
TOTAL ASSETS $ 52,386 $ 52,386
========= =========
LIABILITIES AND STOCKHOLDER'S EQUITY
------------------------------------
LIABILITIES:
PAYABLE TO EDWARD D. JONES & CO., L.P. $ 391,300 $ 423,577
ACCRUED EXPENSES 3,206 3,206
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TOTAL LIABILITIES 394,506 426,783
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STOCKHOLDER'S EQUITY:
COMMON STOCK - $.01 par value, 1,000 shares
authorized, issued and outstanding 10 10
PAID-IN-CAPITAL 300,490 300,490
RETAINED DEFICIT (642,620) (674,897)
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TOTAL STOCKHOLDER'S EQUITY (342,120) (374,397)
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TOTAL LIABILITIES AND
STOCKHOLDER'S EQUITY $ 52,386 $ 52,386
========= =========
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The accompanying notes are an integral part of these financial statements.
</TABLE>
3
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Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
<TABLE>
CORNERSTONE MORTGAGE INVESTMENT GROUP, INC.
STATEMENT OF OPERATIONS
(UNAUDITED)
<CAPTION>
Three Months Ended
March 31, March 31,
1999 1998
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<S> <C> <C>
REVENUES:
Residual income $32,277 $ -
------- -------
EXPENSES:
Registration, filing and other fees - -
------- -------
TOTAL EXPENSES - -
INCOME BEFORE INCOME TAXES 32,277 -
PROVISION FOR (BENEFIT FROM)
INCOME TAXES - -
------- -------
NET INCOME $32,277 $ -
======= =======
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The accompanying notes are an integral part of these financial statements.
</TABLE>
4
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Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
<TABLE>
CORNERSTONE MORTGAGE INVESTMENT GROUP, INC.
STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
(UNAUDITED)
<CAPTION>
Three Months Ended March 31, 1999 and 1998
Common Paid-In- Retained
Stock Capital Deficit Total
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<S> <C> <C> <C> <C>
BALANCE, DECEMBER 31, 1997 $10 $300,490 $(730,484) $(429,984)
NET INCOME - - - -
--- -------- --------- ---------
BALANCE, MARCH 31, 1998 $10 $300,490 $(730,484) $(429,984)
=== ======== ========= =========
BALANCE, DECEMBER 31, 1998 $10 $300,490 $(674,897) $(374,397)
NET INCOME - - 32,277 32,277
--- -------- --------- ---------
BALANCE, MARCH 31, 1999 $10 $300,490 $(642,620) $(342,120)
=== ======== ========= =========
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The accompanying notes are an integral part of these financial statements.
</TABLE>
5
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Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
<TABLE>
CORNERSTONE MORTGAGE INVESTMENT GROUP, INC.
STATEMENT OF CASH FLOWS
(UNAUDITED)
<CAPTION>
Three Months Ended March 31,
1999 1998
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<S> <C> <C>
CASH FLOWS PROVIDED BY OPERATING
ACTIVITIES:
Net income $ 32,277 $ -
Adjustments to reconcile net income to net
cash provided by operating activities:
Increase (Decrease) in payable to
Edward D. Jones & Co., L.P. (32,277) -
Decrease in receivable from trustee - 3,660
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Net cash provided by operating activities 0 3,660
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Net increase in cash 0 3,660
CASH, beginning of period 52,386 48,726
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CASH, end of period $ 52,386 $52,386
======== =======
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The accompanying notes are an integral part of these financial statements.
</TABLE>
6
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Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
CORNERSTONE MORGAGE INVESTMENT GROUP, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
BASIS OF PRESENTATION
The financial information included herein is unaudited. However, in
the opinion of management, such information includes all adjustments,
consisting solely of normal recurring adjustments, which are necessary
for a fair presentation of the results of interim operations. These
interim results should be read in connection with the annual Form 10-K.
The results of operations for the three months ended March 31, 1999,
are not necessarily indicative of the results to be expected for the
full year.
FUTURE OPERATIONS
Cornerstone Mortgage Investment Group, Inc. (the "Company" or
"Cornerstone") was incorporated in the state of Delaware on January 9,
1986, as a wholly-owned, limited purpose subsidiary of Edward D. Jones &
Co., L.P. ("EDJ"), a Missouri limited partnership. EDJ organized the
Company and currently owns all the issued and outstanding capital stock
of the Company.
Cornerstone was organized for the limited purpose of issuing and
selling secured mortgage bonds (the "Bonds"), which are collateralized
by Government National Mortgage Association (GNMA), Federal Home Loan
Mortgage Corporation (FHLMC) and Federal National Mortgage Association
(FNMA) Certificates.
Due to revisions of the Internal Revenue Code enacted, effective
January 1, 1987, Cornerstone no longer issues bonds. Cornerstone will
continue operations until such time as the Bonds previously issued are
retired or mature.
7
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Part I. FINANCIAL INFORMATION
Item 2. Management' Discussion and Analysis of Financial Condition and
Results of Operations
CORNERSTONE MORTGAGE INVESTMENT GROUP, INC.
MANAGEMENT'S FINANCIAL DISCUSSION
In accordance with terms of the Indenture, Cornerstone Mortgage
Investment Group, Inc. exercised the option to repurchase collateral
for series 2 which had a current collateral principal balance that was
less than 10% of the original collateral principal balance. Series 2
was repurchased on December 31, 1998 and a gain was recognized of
$32,277, during the three months ended March 31, 1999. No revenue was
recognized during the three months ended March 31, 1998. No series were
issued during these periods.
There were no expenses for the three months ended March 31, 1999 and
March 31, 1998.
The outstanding principal balance and remaining collateral value
relating to series 1 and 3 issued by Cornerstone are $2,145,000 and
$2,150,391 as of March 31, 1999.
In 1997, the Partnership began the process of identifying the
software applications expected to be impacted by the Year 2000 system
issue. The Partnership does not believe the costs of addressing these
issues will have a material impact on the partnership's financial
position or on its results of operations.
8
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Part II. OTHER INFORMATION
CORNERSTONE MORTGAGE INVESTMENT GROUP, INC.
Item 1: Legal Proceedings:
There are no pending legal proceedings.
Item 2. Changes in Securities:
No change.
Item 3. Default upon Senior Securities:
No default.
Item 4. Submission of Matters to a Vote of Security Holders:
Nothing to report.
Item 5. Other Information:
Nothing to report.
Item 6: Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit No. Description of Exhibit
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4.1 Indenture dated as of June 15, 1986, between the
Company and The Bank of New York, as successor
Trustee, relating to Secured Mortgage Bonds
(incorporated by reference to Exhibit 4(a) to
Registration Statement on Form S-1, as amended, File
No. 33-4001).
4.2 First Supplemental Indenture dated August 28, 1986
(incorporated by reference to Exhibit 1 to the Current
Report on Form 8-K filed on September 19, 1986).
4.3 Second Supplemental Indenture dated September 26, 1986
(incorporated by reference to Exhibit 1 to the Current
Report on Form 8-K filed on October 6, 1986).
4.4 Third Supplemental Indenture dated October 31, 1986
(incorporated by reference to Exhibit 1 to the Current
Report on Form 8-K filed on November 12, 1986).
(b) Reports on Form 8-K
No reports were filed on Form 8-K for the quarter ended March 31,
1999.
9
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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.
CORNERSTONE MORTGAGE INVESTMENT GROUP, INC.
(Registrant)
/s/ John C. Heisler Chairman of the Board,
------------------ Chief Financial Officer,
John C. Heisler Chief Accounting Officer
and Director May 13, 1999
/s/ Philip R. Schwab President, Chief Executive
------------------ Officer and Director May 13, 1999
Philip R. Schwab
10
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
financial statements of Cornerstone Mortgage Investment Group, Inc.
for the quarter ended March 31, 1999 and is qualified in its entirety
by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 52,386
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 52,386
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 52,386
<CURRENT-LIABILITIES> 394,496
<BONDS> 0
0
0
<COMMON> 10
<OTHER-SE> (342,120)
<TOTAL-LIABILITY-AND-EQUITY> 52,386
<SALES> 32,277
<TOTAL-REVENUES> 32,277
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 32,277
<INCOME-TAX> 0
<INCOME-CONTINUING> 32,277
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 32,277
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
