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Previous: HARNISCHFEGER INDUSTRIES INC, SC 13D/A, 1998-08-12 |
Next: CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP, 8-K, 1998-08-12 |
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 June 30, 1998
Commission File Numbers 33-99612, 33-11623, 33-15833, 33-16145
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
(Exact name of registrant as specified in its registration statements)
Delaware 13-3320910
- ---------------------------------------------- -------------------
(State or other jurisdiction of incorporation) (I.R.S. Employer
Identification No.)
11 Madison Avenue, New York, New York 10010
- ---------------------------------------------- -------------------
(Address of principal executive office) (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:
1,000 shares of common stock
outstanding as of August 10, 1998
<PAGE>
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
INDEX
Page
Number
------
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Statements of Financial Condition as of June 30, 1998
and December 31, 1997 3
Statements of Operations for the Six Months Ended
June 30, 1998 and 1997 4
Statements of Cash Flows for the Six Months Ended
June 30, 1998 and 1997 5
Notes to 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>
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
STATEMENTS OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
June 30, December 31,
1998 1997
------ ------
(unaudited)
(in thousands, except par value
and share data)
<S> <C> <C>
Assets:
Cash $ 11 $ 11
Investment in trusts 624 624
Mortgage Pass-Through Certificates 759 4,776
Receivables from affiliates 174 --
Accrued Interest 649 456
------ ------
Total Assets $2,217 $5,867
====== ======
Liabilities and Stockholder's Equity:
Payables to affiliates $ -- $4,739
------ ------
Total Liabilities -- 4,739
------ ------
Stockholder's Equity:
Common stock, (par value $1.00 per share,
1,000 shares authorized and outstanding) 1 1
Retained earnings 2,216 1,127
------ ------
Total Stockholder's Equity 2,217 1,128
------ ------
Total Liabilities and Stockholder's Equity $2,217 $5,867
====== ======
</TABLE>
See Accompanying Notes to Financial Statements.
Page 3
<PAGE>
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
STATEMENTS OF OPERATIONS
(unaudited)
<TABLE>
<CAPTION>
Six Months Six Months
Ended Ended
June 30, 1998 June 30, 1997
------------- -------------
(in thousands)
<S> <C> <C>
Revenues:
Principal transactions $1,457 $ (55)
Interest income 583 319
------ -----
Total revenues 2,040 264
Expenses:
Interest expense 363 149
General and administrative expenses 2 92
------ -----
Total expenses 365 241
Income from operations before income
taxes 1,675 23
Income taxes 586 8
------ -----
Net income $1,089 $ 15
====== =====
</TABLE>
See Accompanying Notes to Financial Statements.
Page 4
<PAGE>
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
STATEMENTS OF CASH FLOWS
(unaudited)
<TABLE>
<CAPTION>
Six Months Six Months
Ended Ended
June 30, June 30,
1998 1997
------- --------
(in thousands)
<S> <C> <C>
Cash Flows From Operating Activities:
Net income $ 1,089 $ 15
Adjustments to reconcile net income to net cash
Provided by (Used for) operating activities:
Decrease in investments in and distribution
by trusts -- 7
Decrease in Mortgage Pass-Through
Certificates 4,017 4,684
Decrease in resale agreements -- 23,109
(Increase) decrease in receivables from affiliates (174) 76
(Decrease) in payables to affiliates (4,739) (4,654)
(Increase) decrease in accrued interest receivable (193) 334
(Decrease) in accrued interest payable -- (712)
------- --------
Net Cash Provided by
Operating Activities -- 22,859
------- --------
Cash Flows From Financing Activities:
(Decrease) in securities sold not yet purchased -- (22,859)
------- --------
Net Cash (Used for) Financing
Activities -- (22,859)
------- --------
Net increase in cash -- --
------- --------
Cash at beginning of period 11 11
------- --------
Cash at end of period $ 11 $ 11
======= ========
</TABLE>
See Accompanying Notes to Financial Statements
Page 5
<PAGE>
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
NOTES TO FINANCIAL STATEMENTS
(unaudited)
(1) Description of Business
Credit Suisse First Boston Mortgage Securities Corp. (the "Company"), is a
wholly owned subsidiary of Credit Suisse 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 2 to the Company's December 31, 1997 Financial Statements contained
in the Company's 1997 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 include (i) issuing and
selling collateralized mortgage obligations (the "Bonds"), (ii)
issuing and selling Strips of Participation Certificates ("Splits"),
(iii) issuing and selling Conduit Mortgage Pass-Through Certificates
("Conduits"), (iv) issuing and selling Commercial/Multifamily
Mortgage Pass-Through Certificates ("Multifamily") and (v) issuing
and selling Home Equity Loan Pass-Through Certificates ("Home
Equity").
Results of Operations (in thousands)
The Company recorded no gains or (losses) on the sale of beneficial
interests in trusts for the six months ended June 30, 1998 and June
30, 1997.
During the six months ended June 30, 1998 and June 30, 1997, the
Company issued, as depositor, aggregate principal amounts of Bonds,
Conduits, Splits, Multifamily and Home Equities of $6,075,161 and
$1,443,532, respectively.
Net unrealized gains and losses on mortgage pass-through
certificates are reflected in principal transactions. Realized gains
and losses on the sale of mortgage pass-through certificates are
also reflected in principal transactions. For the six months ended
June 30, 1998 and June 30, 1997, principal transactions of $1,457
and ($55), respectively, are included in the Company's Statement of
Operations.
Management fees, professional fees and other administrative expenses
are paid by FBSC on behalf of the Company.
Liquidity and Capital Resources
The Company utilizes FBSC to borrow funds and facilitate the
settlement of all transactions through intercompany accounts as
required with FBSC.
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
Not applicable.
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 to Registration
Statement No. 33-47579).
By-Laws of the Company (incorporated by reference to Exhibit
3.2 to Registration Statement No. 33-47579).
Form of Indenture (incorporated by reference to Exhibit 4 to
Registration Statement No. 33-11924).
Form of Standard Terms and Provisions of Pooling and Servicing
Mortgage Loans/Mortgage Certificates (incorporated by
reference to Exhibit 4.1 to Registration Statement No.
33-47579).
Page 8
<PAGE>
Item 6. Exhibits and Reports on Form 8-K (continued)
(b) Reports on Form 8-K:
<TABLE>
<CAPTION>
Financial
Items Reported Statements Filed Date of Filing
-------------- ---------------- --------------
<S> <C> <C> <C>
Item 5. Other Events Not Applicable April 2, 1998
Items 5 & 7. Other Events and
Financial Statements,
Pro Forma Financial
Information and Exhibits Not Applicable April 13, 1998
Items 5 & 7. Other Events and
Financial Statements,
Pro Forma Financial
Information and Exhibits Not Applicable June 8, 1998
Items 5 & 7. Other Events and
Financial Statements,
Pro Forma Financial
Information and Exhibits Not Applicable June 12, 1998
Items 5 & 7. Other Events and
Financial Statements,
Pro Forma Financial
Information and Exhibits Not Applicable June 25, 1998
Items 5 & 7. Other Events and
Financial Statements,
Pro Forma Financial
Information and Exhibits Not Applicable June 26, 1998
Items 5 & 7. Other Events and
Financial Statements,
Pro Forma Financial
Information and Exhibits Not Applicable June 30, 1998
</TABLE>
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.
Credit Suisse First Boston Mortgage
Securities Corp.
By: THOMAS M. ZINGALLI
-----------------------------
Thomas M. Zingalli
Controller and Principal
Accounting Officer
(Duly Authorized Officer and
Principal Accounting Officer)
Dated: August 10, 1998
Page 10
<PAGE>
INDEX TO EXHIBITS
-----------------
Exhibit
Number Description of Exhibit Page
- ------ ---------------------- ----
3.1 Restated Certificates of Incorporation of the Company *
3.2 By-Laws of the Company *
4 Form of Indenture **
4.1 Form of Standard Terms and Provisions of Pooling and Servicing
Mortgage Loans/Mortgage Certificates. *
* Incorporated by reference to the same Exhibits in Registration Statement
No. 33-47579 on Form S-11 filed with the Securities and Exchange
Commission.
** Incorporated by reference to the same Exhibits in Registration Statement
No. 33-11924 on Form S-11 filed with the Securities and Exchange
Commission.
Page 11
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> JUN-30-1998
<CASH> 11
<SECURITIES> 0
<RECEIVABLES> 174
<ALLOWANCES> 0
<INVENTORY> 759
<CURRENT-ASSETS> 2,217
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 2,217
<CURRENT-LIABILITIES> 0
<BONDS> 0
1
0
<COMMON> 0
<OTHER-SE> 2,216
<TOTAL-LIABILITY-AND-EQUITY> 2,217
<SALES> 0
<TOTAL-REVENUES> 2,040
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 2
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 363
<INCOME-PRETAX> 1,675
<INCOME-TAX> 586
<INCOME-CONTINUING> 1,089
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,089
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
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