<PAGE> 1
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
- -------
FOR THE FISCAL YEAR ENDED: DECEMBER 31, 1997
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
- -------
FOR THE TRANSITION PERIOD FROM ____________ TO ______________
COMMISSION FILE NUMBER: 33-5539
CMC SECURITIES CORPORATION I
(Exact name of Registrant as specified in its Charter)
NEVADA 75-2449544
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2711 NORTH HASKELL AVENUE 75204
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (214) 874-2323
Securities registered pursuant to Section 12(b) of the Act: None.
Securities registered pursuant to Section 12(g) of the Act: None.
INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL DOCUMENTS AND
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 BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM 405
REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED, TO THE BEST
OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION STATEMENTS
INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY AMENDMENT TO
THIS FORM 10-K [ ]
AT MARCH 31, 1998 THE AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY
NONAFFILIATES WAS: NOT APPLICABLE.
THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION J (1)(a)
AND (b) OF FORM 10-K AND IS, THEREFORE, FILING THIS FORM WITH REDUCED
DISCLOSURE FORMAT.
NUMBER OF SHARES OF COMMON STOCK OUTSTANDING AT MARCH 20, 1998: 10,000
DOCUMENTS INCORPORATED BY REFERENCE: NONE.
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CMC SECURITIES CORPORATION I
1997 FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
PART I
<S> <C>
ITEM 1. BUSINESS............................................................................ 1
ITEM 2. PROPERTIES.......................................................................... 2
ITEM 3. LEGAL PROCEEDINGS................................................................... 3
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS................................................... 3
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS..................................... 3
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA......................................... 3
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE............................................... 14
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
REPORTS ON FORM 8-K............................................................... 15
</TABLE>
<PAGE> 3
PART I
ITEM 1. BUSINESS.
ORGANIZATION
CMC Securities Corporation I (the "Company"), was incorporated in Nevada on May
7, 1986 as a special-purpose finance corporation and is a wholly-owned
subsidiary of Capstead Mortgage Corporation ("CMC"). The Company was acquired
from CMF Mortgage Funding Corporation ("CMF"), a former subsidiary of CMC, on
July 29, 1994 pursuant to an Agreement and Plan of Merger (see below). CMC is a
publicly-owned real estate investment trust that, until late in 1995, operated
as a mortgage conduit, purchasing and securitizing single-family residential
mortgage loans. The Company is managed by CMC (the "Manager").
Pursuant to the Agreement and Plan of Merger dated July 29, 1994 (the
"Agreement") between the Company and CMC Securities Corporation I-A ("CMCSC
I-A"), a newly formed and wholly-owned subsidiary of CMC with a corporate
charter and organizational structure that is identical in almost all respects
to that of the Company, the Company was merged with and into CMCSC I-A, whereby
the existence of the Company ceased and CMCSC I-A acquired all of the assets
and assumed all of the liabilities of the Company as the surviving entity. As a
part of the merger, CMCSC I-A changed its name to CMC Securities Corporation I,
and from July 29, 1994 forward has been referred to as the "Company."
The Company was formed and exists solely for the purpose of owning
mortgage-backed, pass-through certificates ("Certificates") financed through
the issuance of collateralized mortgage obligations ("CMOs"), which evidence an
interest in a pool of mortgage loans secured by single-family residences. On
September 16, 1992 the Securities and Exchange Commission declared effective an
amended registration statement filed by the Company covering the offering of a
maximum of $1.732 billion aggregate principal amount of CMOs.
The Company issued its first series of CMOs under its amended registration
statement on October 30, 1992. For the purpose of this filing, October 30, 1992
is referred to as the commencement of operations of the Company. As of November
30, 1993, the Company had issued 10 series of CMOs with an aggregate original
principal balance of $1,727,627,000 essentially issuing the maximum amount of
securities provided for in the amended registration statement.
SPECIAL-PURPOSE FINANCE CORPORATION
The Company has not engaged, and will not engage in any business or investment
activities other than (i) issuing and selling CMOs and receiving, owning,
holding and pledging as collateral the related Certificates; (ii) investing
cash balances on an interim basis in high quality short-term securities; (iii)
transferring, pledging or assigning the rights to any amounts remitted or to be
remitted to the Company in relation to CMOs; and (iv) engaging in other
activities which are necessary or expedient to accomplish the foregoing and are
incidental thereto.
COMPETITION
In issuing CMOs, the Company competes with other issuers of these securities
and the securities themselves compete with other investment opportunities
available to prospective purchasers. The Company does not currently anticipate
issuing additional CMOs as it has essentially issued the maximum amount of
securities as provided for in its amended registration statement.
<PAGE> 4
EMPLOYEES
At December 31, 1997 the Company had no employees. The Manager provides all
executive and administrative personnel required by the Company.
MANAGEMENT AGREEMENT
Pursuant to a management agreement, the Manager advises the Company with
respect to its investments and administers the day-to-day operations of the
Company. The management agreement is nonassignable except by consent of the
Company and the Manager. The management agreement may be terminated without
cause at any time upon 90 days written notice. In addition, the Company has the
right to terminate the management agreement upon the happening of certain
specified events, including a breach by the Manager of any provision contained
in the management agreement which remains uncured for 30 days after notice of
such breach and the bankruptcy or insolvency of the Manager.
The Manager is at all times subject to the supervision of the Company's Board
of Directors and has only such functions and authority as the Company delegates
to it. The Manager is responsible for the day-to-day operations of the Company
and performs such services and activities relating to the assets and operations
of the Company as may be appropriate. The Manager receives an annual basic
management fee of $10,000 per year for managing the assets pledged to secure
Bonds issued by the Company.
The Manager is required to pay employment expenses of its personnel (including
salaries, wages, payroll taxes, insurance, fidelity bonds, temporary help and
costs of employee benefit plans), and other office expenses, travel and
miscellaneous administrative expenses of the Manager and expenses incurred in
supervising and monitoring the Company's investments. The Company is required
to pay all other expenses of operation (as defined in the Management
Agreement).
SERVICING AND ADMINISTRATION
The originators of mortgage loans backing the Non-Agency Certificates either
service the loans themselves or Capstead Inc., a subsidiary of CMC, is the
servicer. Capstead Inc. services single-family mortgage loans and participates
in other mortgage banking activities. The Company enters into servicing
agreements with each servicer. The terms and conditions of servicing agreements
with Capstead Inc. are substantially the same as those contained in servicing
agreements with unrelated third parties.
As compensation for services rendered under the servicing agreements, the
servicers retain a servicing fee, payable monthly, generally 1/4 of 1% per
annum of the outstanding principal balance of each mortgage loan serviced as of
the last day of each month. At December 31, 1997 Capstead Inc. serviced
approximately 35% of the principal balance of the Company's mortgage loans.
During 1997, 1996 and 1995, Capstead Inc. retained fees from mortgage loan
payments for servicing mortgage loans of $779,000, $822,000 and $930,000,
respectively. In addition CMC is the administrator with respect to the
Company's Non-Agency Certificates. During 1997, 1996 and 1995, CMC retained
fees for administering the Non-Agency Certificates of $296,000, $336,000 and
$384,000, respectively.
ITEM 2. PROPERTIES.
The Company's operations are conducted primarily in Dallas, Texas on properties
leased by CMC.
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ITEM 3. LEGAL PROCEEDINGS.
As of the date hereof, there are no material legal proceedings outside the
normal course of business to which the Company was a party or of which any of
its property was the subject.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
All of the Company's common stock is owned by CMC. Accordingly, there is no
public trading market for its common stock. To date the Company has not paid
dividends.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
From October 30, 1992 to November 30, 1993 the Company issued 10 series of CMOs
with an aggregate original principal balance of $1,727,627,000. No CMOs have
been issued since November 30, 1993. The Company elected Real Estate Mortgage
Investment Conduit ("REMIC") status for tax purposes on these transactions. On
3 of the CMOs issued in 1992 totaling $407,206,000, the Company simultaneously
sold the right to receive all of the excess cash flows on the mortgage loans
pledged as collateral and the bonds issued (the residual investment) to outside
investors. Therefore, these 3 transactions were recorded as sales and the
collateral and bonds are not reflected on the Company's balance sheet. No gain
or loss was recognized on these sale transactions as the collateral was
transferred from CMF at fair value as established by the net proceeds received
from the underwriter of the CMO. The remaining two CMO issuances in 1992 and
the CMO issuances in 1993 were accounted for as financings because an affiliate
of the Company retained investments in the CMOs. As financings, CMO collateral
and bonds are reflected on the balance sheet.
Since the Company did not retain any investment in any of the CMOs issued, no
economic benefit was or will be received and thus no net income or loss was or
will be recognized related to these CMOs. The Company's net losses are due to
operational costs incurred (management fees and professional fees).
LIQUIDITY AND CAPITAL RESOURCES
All ongoing CMO expenses of the Company are paid out of the excess cash flows
on the CMOs issued before the residual holders receive their residual interest.
The Company believes that the excess cash flows will be sufficient to pay
ongoing CMO expenses. Cash flow requirements due to ongoing operational costs
are funded by CMC.
IMPACT OF YEAR 2000
Many existing computer software programs use only two digits to identify the
year in date fields and, as such, could fail or create erroneous results by or
at the Year 2000. The Manager utilizes a number of software systems to service
mortgage loans, and manage the Company's affairs. The Manager has made and will
continue to make investments in its software systems and applications to ensure
the Company is Year 2000 compliant. In addition, the Manager has taken steps to
ensure that the vendors it utilizes in various capacities and institutions that
it interfaces with are also taking the necessary steps to become Year 2000
compliant. This process is expected to be essentially complete by mid-1998. The
financial impact of becoming Year 2000 compliant has not been and is not
expected to be material to the Company or results of operations.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
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REPORT OF ERNST & YOUNG LLP
INDEPENDENT AUDITORS
Stockholder and Board of Directors
CMC Securities Corporation I
We have audited the accompanying balance sheet of CMC Securities Corporation I
(a wholly-owned subsidiary of Capstead Mortgage Corporation) as of December 31,
1997 and 1996, and related statements of operations, stockholder's equity, and
cash flows for each of the three years in the period ended December 31, 1997.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of CMC Securities Corporation I
at December 31, 1997 and 1996, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 1997, in
conformity with generally accepted accounting principles.
Dallas, Texas
March 20, 1998
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<PAGE> 7
CMC SECURITIES CORPORATION I
BALANCE SHEET
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
DECEMBER 31
------------------------
1997 1996
--------- ---------
<S> <C> <C>
ASSETS
Mortgage securities collateral $ 559,254 $ 647,407
Cash and cash equivalents -- 1
--------- ---------
$ 559,254 $ 647,408
========= =========
LIABILITIES
Collateralized mortgage securities $ 559,254 $ 647,407
Accrued expenses 40 30
--------- ---------
559,294 647,437
--------- ---------
STOCKHOLDER'S EQUITY
Common stock - $1 par value, 10,000 shares
authorized, issued and outstanding 10 10
Paid-in capital 84 72
Accumulated deficit (134) (111)
--------- ---------
(40) (29)
--------- ---------
$ 559,254 $ 647,408
========= =========
</TABLE>
See accompanying notes to financial statements.
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<PAGE> 8
CMC SECURITIES CORPORATION I
STATEMENT OF OPERATIONS
(IN THOUSANDS)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
------------------------------------
1997 1996 1995
-------- -------- --------
<S> <C> <C> <C>
Interest income on mortgage
securities collateral $ 45,361 $ 51,372 $ 56,876
Interest expense on
collateralized mortgage securities 43,902 49,728 54,985
-------- -------- --------
Net interest income 1,459 1,644 1,891
-------- -------- --------
Other expenses:
Management fees 10 10 10
Professional fees and other 13 12 15
Pool insurance 1,459 1,644 1,891
-------- -------- --------
Total other expenses 1,482 1,666 1,916
-------- -------- --------
Net loss $ (23) $ (22) $ (25)
======== ======== ========
</TABLE>
See accompanying notes to financial statements.
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<PAGE> 9
CMC SECURITIES CORPORATION I
STATEMENT OF STOCKHOLDER'S EQUITY
THREE YEARS ENDED DECEMBER 31, 1997
(IN THOUSANDS)
<TABLE>
<CAPTION>
COMMON STOCK
------------------ PAID-IN ACCUMULATED
SHARES AMOUNT CAPITAL DEFICIT TOTAL
------ ------ ------- ------- -----
<S> <C> <C> <C> <C> <C>
Balance at
January 1, 1995 10 $ 10 $ 59 $ (64) $ 5
Capital contributions -- -- 1 -- 1
Net loss -- -- -- (25) (25)
----- ----- ----- ----- -----
Balance at
December 31, 1995 10 10 60 (89) (19)
Capital contributions -- -- 12 -- 12
Net loss -- -- -- (22) (22)
----- ----- ----- ----- -----
Balance at
December 31, 1996 10 10 72 (111) (29)
Capital contributions -- -- 12 -- 12
Net loss -- -- -- (23) (23)
----- ----- ----- ----- -----
Balance at
December 31, 1997 10 $ 10 $ 84 $(134) $ (40)
===== ===== ===== ===== =====
</TABLE>
See accompanying notes to financial statements.
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<PAGE> 10
CMC SECURITIES CORPORATION I
STATEMENT OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
----------------------------------------
1997 1996 1995
-------- -------- --------
<S> <C> <C> <C>
OPERATING ACTIVITIES:
Net loss $ (23) $ (22) $ (25)
Noncash item - amortization of
discount and premium (42) (35) (110)
Net change in other assets and
accrued expenses 10 10 16
-------- -------- --------
Net cash used by
operating activities (55) (47) (119)
-------- -------- --------
INVESTING ACTIVITIES:
Mortgage securities collateral:
Principal collections on collateral 87,455 75,803 62,803
Decrease in accrued interest receivable 540 469 387
Decrease in short-term investments 5 5 81
-------- -------- --------
Net cash provided by
investing activities 88,000 76,277 63,271
-------- -------- --------
FINANCING ACTIVITIES:
Collateralized mortgage securities:
Principal payments on securities (87,455) (75,803) (62,803)
Decrease in accrued interest payable (503) (439) (358)
Capital contributions 12 12 1
-------- -------- --------
Net cash used by
financing activities (87,946) (76,230) (63,160)
-------- -------- --------
Net change in cash and cash equivalents (1) -- (8)
Cash and cash equivalents at
beginning of year 1 1 9
-------- -------- --------
Cash and cash equivalents at
end of year $ -- $ 1 $ 1
======== ======== ========
</TABLE>
See accompanying notes to financial statements.
-8-
<PAGE> 11
CMC SECURITIES CORPORATION I
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997
NOTE A -- BUSINESS
CMC Securities Corporation I (the "Company"), was incorporated in Nevada on May
7, 1986 as a special-purpose finance corporation primarily to issue bonds
collateralized by whole loans or mortgage-backed securities. The Company is a
wholly-owned subsidiary of Capstead Mortgage Corporation ("CMC").
NOTE B -- ACCOUNTING POLICIES
USE OF ESTIMATES
The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
SECURITIES HELD-TO-MATURITY
Management determines the appropriate classification of debt securities at the
time of purchase and reevaluates such designation as of each balance sheet
date. Debt securities are classified as held-to-maturity when the Company has
the positive intent and ability to hold the securities to maturity.
Held-to-maturity securities are stated at amortized cost.
MORTGAGE SECURITIES COLLATERAL
Mortgage securities collateral consists of debt securities classified as
held-to-maturity. Amortized cost is adjusted for amortization of premiums and
discounts over the estimated life of the security using the interest method.
Such amortization is included in related interest income.
Mortgage securities collateral is subject to changes in value because of
changes in interest rates and rates of prepayment, as well as failure of the
mortgagor to perform under the mortgage agreement. The Company has limited its
exposure to these risks by issuing collateralized mortgage securities and by
acquiring mortgage pool insurance and special hazard insurance.
ALLOWANCE FOR POSSIBLE LOSSES
The Company provides for possible losses on its investments in amounts which it
believes are adequate relative to the risk inherent in such investments. The
Company does not provide for losses resulting from covered defaults on
investments with mortgage pool insurance and special hazard insurance (see Note
F).
COLLATERALIZED MORTGAGE SECURITIES
Collateralized mortgage securities are carried at their unpaid principal
balances, net of unamortized discount or premium. Any discount or premium is
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recognized as an adjustment to interest expense by the interest method over the
life of the related securities.
INCOME TAXES
The Company was consolidated with CMF for income tax purposes through July 29,
1994 and had incurred losses through that date. Since July 29, 1994 the Company
has operated as a qualified real estate investment trust ("REIT") subsidiary of
CMC, which itself is a REIT, and is combined with CMC for federal income tax
purposes. REITs are not taxed at the corporate level provided that certain
requirements are met. Accordingly, no provision is required for federal income
taxes.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash on hand and highly liquid investments
with original maturities of three months or less.
NOTE C -- MORTGAGE SECURITIES COLLATERAL
Mortgage securities collateral consists of conventional single-family mortgage
loans which are pledged to secure repayment of the collateralized mortgage
securities. All principal and interest payments on the collateral are remitted
directly to a collection account maintained by a trustee. The trustee is
responsible for reinvesting those funds in short-term investments. All
collections on the collateral and the reinvestment income earned thereon is
available for payment of principal and interest on the collateralized mortgage
securities. The components of mortgage securities collateral are summarized as
follows (in thousands):
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
-----------------------
1997 1996
-------- --------
<S> <C> <C>
Mortgage collateral $555,454 $642,909
Short-term investments 25 30
Accrued interest receivable 3,402 3,942
-------- --------
Total collateral 558,881 646,881
Unamortized premium 373 526
-------- --------
Net collateral $559,254 $647,407
======== ========
</TABLE>
The weighted average effective interest rate for mortgage securities collateral
was 7.53% and 7.58% during 1997 and 1996, respectively.
NOTE D -- COLLATERALIZED MORTGAGE SECURITIES
Each series of collateralized mortgage securities consists of various classes,
some of which may be deferred interest, interest-only and principal-only
securities. Substantially all classes of bonds (other than principal-only
bonds) are at a fixed rate of interest. Interest is payable monthly at
specified rates for all classes other than the deferred interest securities.
Generally, principal payments on each series are made to each class in the
order of their stated maturities so that no payment of principal will be made
on any class until all classes having an earlier stated maturity have been paid
in full. Generally, payments of principal and interest on the deferred interest
securities will commence only upon payment in full of some or all
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<PAGE> 13
other classes. Prior to that time, interest accrues on deferred interest
securities and the amount accrued is added to the unpaid principal balance.
Interest payments on interest-only bonds are based on a specified notional
amount used only for the calculation of interest and no payments of principal
are made. Principal-only bonds remit principal payments and no interest is
paid. The components of collateralized mortgage securities are summarized as
follows (dollars in thousands):
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
-----------------------
1997 1996
-------- --------
<S> <C> <C>
Collateralized mortgage securities $555,452 $642,907
Accrued interest payable 3,634 4,138
-------- --------
Total obligation 559,086 647,045
Unamortized premium 168 362
-------- --------
Net obligation $559,254 $647,407
======== ========
</TABLE>
Range of average interest rates 6.55% to 7.85% 6.56% to 7.85%
Range of stated maturities 2008 to 2023 2008 to 2023
Number of series 7 7
The maturity of each series of securities is directly affected by the rate of
principal prepayments on the related mortgage securities collateral. Each
series of securities is also subject to redemption at the Company's option
provided that certain requirements specified in the related indenture have been
met (referred to as "clean-up calls"). As a result, the actual maturity of any
series of securities is likely to occur earlier than its stated maturity.
The weighted average effective interest rate for collateralized mortgage
securities was 7.29% and 7.34% during 1997 and 1996, respectively. Interest
payments on collateralized mortgage securities of $43,023,000, $48,699,000 and
$54,154,000 were made during 1997, 1996 and 1995, respectively.
NOTE E -- DISCLOSURES REGARDING FAIR VALUES OF FINANCIAL INSTRUMENTS
The estimated fair value of financial instruments have been determined by the
Company using available market information and appropriate valuation
methodologies; however, considerable judgment is required in interpreting
market data to develop these estimates. In addition, fair values fluctuate on a
daily basis. Accordingly, the estimates presented herein are not necessarily
indicative of the amounts that the Company could realize in a current market
exchange. The use of different market assumptions and/or estimation
methodologies may have a material effect on the estimated fair value amounts.
The carrying amount of cash and cash equivalents and payables to affiliates
approximates fair value. The fair value of mortgage securities collateral was
estimated using either quoted market prices, when available, including quotes
made by CMC's lenders in connection with designating collateral for repurchase
arrangements. The fair value of collateralized mortgage securities is dependent
upon the characteristics of the mortgage securities collateral pledged to
secure the issuance. Therefore, fair value was based on the same method used
for determining fair value for the underlying mortgage securities collateral,
adjusted for credit enhancements.
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<PAGE> 14
The following table summarizes the fair value of financial instruments (in
thousands):
<TABLE>
<CAPTION>
DECEMBER 31, 1997 DECEMBER 31, 1996
----------------------- -----------------------
CARRYING FAIR CARRYING FAIR
AMOUNT VALUE AMOUNT VALUE
-------- -------- -------- --------
<S> <C> <C> <C> <C>
ASSETS
Cash and cash equivalents $ -- $ -- $ 1 $ 1
Mortgage securities collateral 559,254 569,532 647,407 645,162
LIABILITIES
Accrued expenses 40 40 30 30
Collateralized mortgage
securities 559,254 571,271 647,407 647,476
</TABLE>
The fair values of mortgage securities collateral and cash equivalents reflect
unrealized gains of $11.0 million and losses of $707,000 at December 31, 1997,
and unrealized gains of $5.6 million and losses of $7.8 million at December 31,
1996.
NOTE F -- ALLOWANCE FOR POSSIBLE LOSSES
The Company has limited exposure to losses on mortgage loans. Losses due to
typical mortgagor default or fraud or misrepresentation during origination of
the mortgage loan are substantially reduced by the acquisition of mortgage pool
insurance from AAA-rated mortgage pool insurers. The amount of coverage under
any such mortgage pool insurance policy is the amount (typically 10% to 12% of
the aggregate amount in such pool of mortgage loans), determined by one or more
Rating Agencies, necessary to allow the securities such pools are pledged to
secure to be rated AAA, when combined with homeowner equity or other insurance
coverage. Certain other risks, however, are not covered by mortgage pool
insurance. These risks include special hazards which are not covered by
standard hazard insurance policies. Special hazards are typically catastrophic
events that are unable to be predicted (e.g., earthquakes). The Company has
limited its exposure to special hazard losses by acquiring special hazard
insurance coverage from an insurer rated AAA. Because of its limited exposure
to mortgage loan losses, the Company has determined that an allowance for
losses is not warranted at December 31, 1997.
Since approximately 57% of the Company's mortgage loans are secured by
properties located in California, the Company has a concentration of risk
related to the California market. However, the Company's exposure arising from
this concentration is reduced by the acquisition of mortgage pool insurance and
special hazard insurance.
NOTE G -- MANAGEMENT AGREEMENT
The Company operates under a $10,000 per year management agreement with CMC
(the "Manager"). The agreement provides that the Manager will advise the
Company with respect to all facets of its business and administer the
day-to-day operations of the Company under the supervision of the Company's
Board of Directors. The Manager pays, among other things, salaries and benefits
of its personnel, accounting fees and expenses, and other office expenses
incurred in supervising and monitoring the Company's investments.
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<PAGE> 15
NOTE H -- TRANSACTIONS WITH RELATED PARTIES
The Company has entered into servicing agreements with Capstead Inc., a
subsidiary of CMC, the provisions of which are typical of such agreements in
the mortgage servicing industry. Under the servicing agreements, Capstead Inc.
retains from interest collected a servicing fee generally 1/4 of 1% per annum
of the outstanding principal balance of mortgage loans serviced. At December
31, 1997 Capstead Inc. serviced approximately 35% of the mortgage loans
securing collateralized mortgage securities. Servicing fees of $779,000,
$822,000 and $930,000 were retained by Capstead Inc. in 1997, 1996 and 1995,
respectively.
CMC acts as administrator ("Bond Administrator") in relation to the Company's
collateralized mortgage securities in which it performs certain administrative
functions. The Bond Administrator receives a fee of approximately 0.015% to
0.04% per annum of the outstanding principal amount of the bonds, after
deducting trustee fees. Such fees totaled $296,000, $336,000 and $384,000 in
1997, 1996 and 1995, respectively.
During 1995 the Company had a $10 million revolving subordinated promissory
note with CMC under which interest accrued on amounts payable based on the
annual federal short-term rate as published by the Internal Revenue Service.
This note matured January 1, 1996 and was replaced with a $1 million note that
matured January 1, 1998, which was replaced with a $500,000 note with similar
terms that expires January 1, 1999. Repayments may be made as funds are
available.
NOTE I -- NET INTEREST INCOME ANALYSIS (UNAUDITED)
The following table summarizes interest income and interest expense and the
average effective interest rate for mortgage securities collateral and
collateralized mortgage securities (dollars in thousands):
<TABLE>
<CAPTION>
1997 1996 1995
-------------------- -------------------- ----------------------
AVERAGE AVERAGE AVERAGE
AMOUNT RATE AMOUNT RATE AMOUNT RATE
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Interest income on
mortgage securities
collateral $45,361 7.53% $51,372 7.58% $56,876 7.58%
Interest expense on
collateralized
mortgage securities 43,902 7.29 49,728 7.34 54,985 7.33
------- ------- -------
Net interest income $ 1,459 $ 1,644 $ 1,891
======= ======= =======
</TABLE>
-13-
<PAGE> 16
The following tables summarize the amount of change in interest income and
interest expense due to changes in interest rates versus changes in volume (in
thousands):
<TABLE>
<CAPTION>
1997/1996
-------------------------------------
RATE VOLUME TOTAL
-------------------------------------
<S> <C> <C> <C>
Interest income on mortgage
securities collateral $ (397) $(5,614) $(6,011)
Interest expense on collateralized
mortgage securities (383) (5,443) (5,826)
------- ------- -------
$ (14) $ (171) $ (185)
======= ======= =======
<CAPTION>
1996/1995
-------------------------------------
RATE VOLUME TOTAL
-------------------------------------
<S> <C> <C> <C>
Interest income on mortgage
securities collateral $ 30 $(5,534) $(5,504)
Interest expense on collateralized
mortgage securities 97 (5,354) (5,257)
------- ------- -------
$ (67) $ (180) $ (247)
======= ======= =======
</TABLE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
-14-
<PAGE> 17
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) Documents filed as part of this report:
<TABLE>
<CAPTION>
1. The following financial statements of the Company
are included in ITEM 8: PAGE
----
<S> <C>
Balance Sheet - December 31, 1997 and 1996 5
Statement of Operations - Three Years Ended
December 31, 1997 6
Statement of Stockholder's Equity -
Three Years Ended December 31, 1997 7
Statement of Cash Flows - Three Years Ended
December 31, 1997 8
Notes to Financial Statements - December 31, 1997 9
</TABLE>
2. Financial statement schedules: None.
All schedules for which provision is made in the applicable
accounting regulation of the Securities and Exchange
Commission are not required under the related instructions
or are inapplicable and, therefore, have been omitted.
3. Exhibits:
EXHIBIT
NUMBER
2.1 Agreement and Plan of Merger between the Company and
CMCSC I-A dated July 29, 1994(11)
3.1 Certificate of Incorporation of CMCSC I-A filed July
29, 1994 with the Secretary of State of Delaware(11)
3.2 Certificate of Merger of the Company with and into
CMCSC I-A, filed July 29, 1994 with the Secretary of
State of Delaware(11)
3.3 Bylaws for CMCSC I-A(12)
3.4 Charter of CMCSC I-A, which includes Articles
of Incorporation(12)
4.1 Form of Indenture between the Registrant and
Texas Commerce Bank, National Association, as
Trustee(1)
4.2 Form of First Supplement to the Indenture(2)
4.3 Form of Second Supplement to the Indenture(3)
4.4 Form of Third Supplement to the Indenture(3)
4.5 Form of Fourth Supplement to the Indenture(4)
4.6 Form of Fifth Supplement to the Indenture(4)
4.7 Form of Sixth Supplement to the Indenture(6)
4.8 Form of Seventh Supplement to the Indenture(6)
4.9 Form of Eighth Supplement to the Indenture(6)
4.10 Form of Ninth Supplement to the Indenture(7)
4.11 Form of Tenth Supplement to the Indenture(8)
10.1 Form of Pooling and Administrative Agreement(1)
10.2 Form of Servicing Agreement(1)
10.3 Management Agreement between the Company and Capstead
Advisers, Inc. dated January 1, 1993(9)
-15-
<PAGE> 18
PART IV
ITEM 14. - CONTINUED
3. Exhibits (continued):
EXHIBIT
NUMBER
10.4 Amended Management Agreement between the Company and
Capstead Advisers, Inc. dated October 1, 1993(10)
27 Financial Data Schedule*
(b) Reports on Form 8-K: None.
(c) Exhibits - The response to this section of ITEM 14 is
submitted as a separate section of this report.
- --------------
(1) Incorporated herein by reference to the Company's Post-Effective
Amendment No. 2 to Registration Statement on Form S-11 (No. 33-5539)
filed June 9, 1989.
(2) Previously filed with the Commission as an exhibit to the Registrant's
Current Report on Form 8-K on October 30, 1992.
(3) Previously filed with the Commission as an exhibit to the Registrant's
Current Report on Form 8-K on November 30, 1992.
(4) Previously filed with the Commission as an exhibit to the Registrant's
Current Report on Form 8-K on December 23, 1992.
(5) Previously filed with the Commission as an exhibit to the Registrant's
Current Report on Form 8-K on February 26, 1993.
(6) Previously filed with the Commission as an exhibit to the Registrant's
Current Report on Form 8-K on April 30, 1993.
(7) Previously filed with the Commission as an exhibit to the Registrant's
Current Report on Form 8-K on June 30, 1993.
(8) Previously filed with the Commission as an exhibit to the Registrant's
Current Report on Form 8-K on November 30, 1993.
(9) Previously filed with the Commission as an exhibit to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1992.
(10) Previously filed with the Commission as an exhibit to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1993.
(11) Previously filed with the Commission as an exhibit to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1994.
(12) Previously filed with the Commission as an exhibit to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1994.
* Filed herewith.
-16-
<PAGE> 19
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Company has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
CMC SECURITIES CORPORATION I
REGISTRANT
Date: March 13, 1998 By:/s/ ANDREW F. JACOBS
--------------------------------
Andrew F. Jacobs
Senior Vice President-Control,
Treasurer and Secretary
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated below and on the dates indicated.
/s/ RONN K. LYTLE Chairman, Chief March 13, 1998
- ------------------------------
(Ronn K. Lytle) Executive Officer
and Director
/s/ ANDREW F. JACOBS Senior Vice President- March 13, 1998
- ------------------------------
(Andrew F. Jacobs) Control, Treasurer
and Secretary
/s/ MAURICE MCGRATH Director March 20, 1998
- ------------------------------
(Maurice McGrath)
-17-
<PAGE> 20
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
15(D) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT
TO SECTION 12 OF THE ACT.
No annual report or proxy material has been sent to security holders.
<PAGE> 21
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
-------
<S> <C>
2.1 Agreement and Plan of Merger between the Company and
CMCSC I-A dated July 29, 1994(11)
3.1 Certificate of Incorporation of CMCSC I-A filed July
29, 1994 with the Secretary of State of Delaware(11)
3.2 Certificate of Merger of the Company with and into
CMCSC I-A, filed July 29, 1994 with the Secretary of
State of Delaware(11)
3.3 Bylaws for CMCSC I-A(12)
3.4 Charter of CMCSC I-A, which includes Articles
of Incorporation(12)
4.1 Form of Indenture between the Registrant and
Texas Commerce Bank, National Association, as
Trustee(1)
4.2 Form of First Supplement to the Indenture(2)
4.3 Form of Second Supplement to the Indenture(3)
4.4 Form of Third Supplement to the Indenture(3)
4.5 Form of Fourth Supplement to the Indenture(4)
4.6 Form of Fifth Supplement to the Indenture(4)
4.7 Form of Sixth Supplement to the Indenture(6)
4.8 Form of Seventh Supplement to the Indenture(6)
4.9 Form of Eighth Supplement to the Indenture(6)
4.10 Form of Ninth Supplement to the Indenture(7)
4.11 Form of Tenth Supplement to the Indenture(8)
10.1 Form of Pooling and Administrative Agreement(1)
10.2 Form of Servicing Agreement(1)
10.3 Management Agreement between the Company and Capstead
Advisers, Inc. dated January 1, 1993(9)
10.4 Amended Management Agreement between the Company and
Capstead Advisers, Inc. dated October 1, 1993(10)
27 Financial Data Schedule*
</TABLE>
- --------------
(1) Incorporated herein by reference to the Company's Post-Effective
Amendment No. 2 to Registration Statement on Form S-11 (No. 33-5539)
filed June 9, 1989.
(2) Previously filed with the Commission as an exhibit to the Registrant's
Current Report on Form 8-K on October 30, 1992.
(3) Previously filed with the Commission as an exhibit to the Registrant's
Current Report on Form 8-K on November 30, 1992.
(4) Previously filed with the Commission as an exhibit to the Registrant's
Current Report on Form 8-K on December 23, 1992.
(5) Previously filed with the Commission as an exhibit to the Registrant's
Current Report on Form 8-K on February 26, 1993.
(6) Previously filed with the Commission as an exhibit to the Registrant's
Current Report on Form 8-K on April 30, 1993.
(7) Previously filed with the Commission as an exhibit to the Registrant's
Current Report on Form 8-K on June 30, 1993.
(8) Previously filed with the Commission as an exhibit to the Registrant's
Current Report on Form 8-K on November 30, 1993.
(9) Previously filed with the Commission as an exhibit to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1992.
(10) Previously filed with the Commission as an exhibit to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1993.
(11) Previously filed with the Commission as an exhibit to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1994.
(12) Previously filed with the Commission as an exhibit to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1994.
* Filed herewith.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CMC
SECURITIES CORPORATION I'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED
DECEMBER 31, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 559,254
<CURRENT-LIABILITIES> 40
<BONDS> 559,254
0
0
<COMMON> 10
<OTHER-SE> (50)
<TOTAL-LIABILITY-AND-EQUITY> 559,254
<SALES> 0
<TOTAL-REVENUES> 45,361
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,482
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 43,902
<INCOME-PRETAX> (23)
<INCOME-TAX> 0
<INCOME-CONTINUING> (23)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (23)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
