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Previous: CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP, 8-K, 1998-11-10 |
Next: NUVEEN TAX EXEMPT UNIT TRUST SERIES 401, 24F-2NT, 1998-11-10 |
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, 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)
<TABLE>
<S> <C>
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
------------
</TABLE>
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 November 9, 1998
<PAGE>
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
INDEX
<TABLE>
<CAPTION>
Page
Number
------
<S> <C> <C>
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Statements of Financial Condition as of September 30, 1998
and December 31, 1997 3
Statements of Operations for the Nine Months Ended
September 30, 1998 and 1997 4
Statements of Cash Flows for the Nine Months Ended
September 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
</TABLE>
Page 2
<PAGE>
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
STATEMENTS OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
September 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 761 4,776
Receivables from affiliates 241 --
Accrued Interest 604 456
---------- -----------
Total Assets $ 2,241 $ 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 2,240 1,127
---------- -----------
Total Stockholder's Equity 2,241 1,128
---------- -----------
Total Liabilities and Stockholder's Equity $ 2,241 $ 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>
Nine Months Nine Months
Ended Ended
September 30, 1998 September 30, 1997
-------------------- --------------------
(in thousands)
<S> <C> <C>
Revenues:
Principal transactions $1,481 $1,256
Interest income 621 564
------ ------
Total revenues 2,102 1,820
Expenses:
Interest expense 386 265
General and administrative expenses 4 17
------ ------
Total expenses 390 282
Income from operations before income
taxes 1,712 1,538
Income taxes 599 538
------ ------
Net income $1,113 $1,000
====== ======
</TABLE>
See Accompanying Notes to Financial Statements.
Page 3
<PAGE>
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
STATEMENTS OF CASH FLOWS
(unaudited)
<TABLE>
<CAPTION>
Nine Months Nine Months
Ended Ended
September 30, 1998 September 30, 1997
-------------------- --------------------
(in thousands)
<S> <C> <C>
Cash Flows From Operating Activities:
Net income $ 1,113 $ 1,000
Adjustments to reconcile net income to net cash
Provided by (Used for) operating activities:
Decrease in investments in and distribution
by trusts -- 9
Decrease (increase) in Mortgage Pass-Through
Certificates 4,015 (11,510)
Decrease in resale agreements -- 23,109
(Increase) decrease in receivables from affiliates (241) 76
(Decrease) increase in payables to affiliates (4,739) 10,769
(Increase) decrease in accrued interest receivable (148) 118
(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 nine months ended September 30, 1998 and
September 30, 1997.
During the nine months ended September 30, 1998 and September 30, 1997,
the Company issued, as depositor, aggregate principal amounts of Bonds,
Conduits, Splits, Multifamily and Home Equities of $6,255,630 and
$1,565,539, 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 nine months ended September 30, 1998 and
September 30, 1997, principal transactions of $1,481 and $1,256,
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>
Items Reported Financial Statements Filed Date of Filing
-------------- -------------------------- --------------
<S> <C> <C> <C>
Item 5 & 7. Other Events and Not Applicable July 1, 1998
Financial Statements, Pro Forma
Financial Information and Exhibits
Items 2 & 7. Acquisition or Disposition of Assets
and Financial Statements, Pro Forma
Financial Information and Exhibits Not Applicable July 10, 1998
Items 5 & 7. Other Events and
Monthly Statements and Exhibits Not Applicable August 12, 1998
Items 5 & 7. Other Events and
Monthly Statements and Exhibits Not Applicable August 12, 1998
Items 5 & 7. Other Events and
Financial Statements and Exhibits Not Applicable September 2, 1998
Items 5 & 7. Other Events and
Monthly Statements and Exhibits Not Applicable September 9, 1998
Items 5 & 7. Other Events and
Monthly Statements and Exhibits Not Applicable September 9, 1998
Items 5 & 7. Other Events and
Monthly Statements and Exhibits Not Applicable September 9, 1998
Items 5 & 7. Other Events and
Financial Statements and Exhibits Not Applicable September 11, 1998
Items 5 & 7. Other Events and
Monthly Statements and Exhibits Not Applicable September 25, 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: November 9, 1998
Page 10
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit Page
- ------- ---------------------- ----
<S> <C> <C>
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. *
</TABLE>
* 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> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> SEP-30-1998
<CASH> 11
<SECURITIES> 0
<RECEIVABLES> 241
<ALLOWANCES> 0
<INVENTORY> 761
<CURRENT-ASSETS> 2,241
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 2,241
<CURRENT-LIABILITIES> 0
<BONDS> 0
<COMMON> 1
0
0
<OTHER-SE> 2,240
<TOTAL-LIABILITY-AND-EQUITY> 2,241
<SALES> 0
<TOTAL-REVENUES> 2,102
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 4
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 386
<INCOME-PRETAX> 1,712
<INCOME-TAX> 599
<INCOME-CONTINUING> 1,113
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,113
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
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