<PAGE>
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 June 30, 1999
Commission File Numbers 33-11623, 33-15833, 33-16145,
33-21329, 33-25751, 33-29239 33-33807,
33-51771, 33-53115, 33-25751, 33- 61167
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
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(Exact name of registrant as specified in its registration statements)
Delaware 13-3320910
- ---------------------------- -------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation) 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 6, 1999
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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, 1999
and December 31, 1998 3
Statements of Operations for the Six Months Ended
June 30, 1999 and 1998 4
Statements of Cash Flows for the Six Months Ended
June 30, 1999 and 1998 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
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CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
STATEMENTS OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
June 30, December 31,
1999 1998
-------------- --------------
(unaudited)
(in thousands, except par value and share data)
<S> <C> <C>
ASSETS:
Cash $ 11 $ 11
Mortgage Pass-Through Certificates 619 695
Receivables from affiliates 711 619
Accrued Interest 17 16
-------------- --------------
Total Assets $ 1,358 $ 1,341
============== ==============
LIABILITIES AND STOCKHOLDER'S EQUITY:
Other Payables $ 47 $ 47
-------------- --------------
Total Liabilities 47 47
-------------- --------------
Stockholder's Equity:
Common stock, (par value $1.00 per share,
1,000 shares authorized and outstanding) 1 1
Retained earnings 1,310 1,293
-------------- --------------
Total Stockholder's Equity 1,311 1,294
-------------- --------------
Total Liabilities and Stockholder's Equity $ 1,358 $ 1,341
============== ==============
</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, 1999 June 30, 1998
-------------- --------------
(in thousands)
<S> <C> <C>
Revenues:
Principal transactions $ 4 $ 1,457
Interest income 28 583
-------------- --------------
Total revenues 32 2,040
Expenses:
Interest expense -- 363
General and administrative expenses 6 2
-------------- --------------
Total expenses 6 365
Income from operations before income
taxes 26 1,675
Income taxes 9 586
-------------- --------------
Net income $ 17 $ 1,089
============== ==============
</TABLE>
See Accompanying Notes to Financial Statements.
Page 4
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CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
STATEMENTS OF CASH FLOWS
(unaudited)
<TABLE>
<CAPTION>
Six Months Six Months
Ended Ended
June 30, 1999 June 30, 1998
--------------- ---------------
(in thousands)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 17 $ 1,089
Adjustments to reconcile net income to net cash
Provided by (Used for) operating activities:
Decrease in Mortgage Pass-Through
Certificates 76 4,017
(Increase) in receivables from affiliates (92) (174)
(Increase) in accrued interest receivable (1) (193)
--------------- ---------------
Net Cash Provided by
Operating Activities - 4,739
--------------- ---------------
CASH FLOWS FROM FINANCING ACTIVITIES:
(Decrease) in payables to affiliates - (4,739)
--------------- ---------------
Net Cash (Used for) Financing
Activities - (4,739)
--------------- ---------------
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, 1998
Financial Statements contained in the Company's 1998 Form 10-K.
Page 6
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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, 1999. For the
six months ended June 30, 1998, the Company issued, as depositor,
aggregate principal amounts of Conduits and Multifamily of
$3,025,894,000.
There were no Bonds, Conduits, Splits, Multifamily or Home Equities
issued during the six months ended June 30, 1999 and June 30, 1998.
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, 1999 and June
30, 1998, principal transactions of $4 and $1,457, 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:
Items Reported Financial Statements Filed Date of Filing
-------------- -------------------------- --------------
Item 5 & 7. Other Events and
Monthly Statements Not Applicable June 22, 1999
and Exhibits
Item 5 & 7. Other Events and
Monthly Statements Not Applicable May 20, 1999
and Exhibits
Item 5 & 7. Other Events and
Monthly Statements Not Applicable May 20, 1999
and Exhibits
Item 5 & 7. Other Events and
Monthly Statements Not Applicable May 20, 1999
and Exhibits
Item 5 & 7. Other Events and
Monthly Statements Not Applicable May 20, 1999
and Exhibits
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 6, 1999
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>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> JUN-30-1999
<CASH> 11
<SECURITIES> 0
<RECEIVABLES> 711
<ALLOWANCES> 0
<INVENTORY> 619
<CURRENT-ASSETS> 1,358
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,358
<CURRENT-LIABILITIES> 47
<BONDS> 0
1
0
<COMMON> 0
<OTHER-SE> 1,310
<TOTAL-LIABILITY-AND-EQUITY> 1,358
<SALES> 0
<TOTAL-REVENUES> 32
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 6
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 26
<INCOME-TAX> 9
<INCOME-CONTINUING> 17
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 17
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
