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Previous: DVI INC, 10-Q, 1999-05-11 |
Next: INTERLINQ SOFTWARE CORP, 10-Q, 1999-05-11 |
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 March 31, 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.
----------------------------------------------------
(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 May 7, 1999
<PAGE>
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
----------------------------------------------------
INDEX
-----
<TABLE>
<CAPTION>
Page
Number
------
<S> <C>
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Statements of Financial Condition as of March 31, 1999
and December 31, 1998 3
Statements of Operations for the Three Months Ended
March 31, 1999 and 1998 4
Statements of Cash Flows for the Three Months Ended
March 31, 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
</TABLE>
Page 2
<PAGE>
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
STATEMENTS OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
------ ------
(unaudited)
(in thousands, except par
value and share data)
<S> <C> <C>
Assets:
Cash $ 11 $ 11
Mortgage Pass-Through Certificates 644 695
Receivables from affiliates 678 619
Accrued Interest 15 16
------ ------
Total Assets $1,348 $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 1,300 1,293
------ ------
Total Stockholder's Equity 1,301 1,294
------ ------
Total Liabilities and
Stockholder's Equity $1,348 $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>
Three Months Three Months
Ended Ended
March 31, 1999 March 31, 1998
-------------- --------------
(in thousands)
<S> <C> <C>
Revenues:
Principal transactions $ 3 $333
Interest income 14 344
------ ------
Total revenues 17 677
Expenses:
Interest expense -- 170
General and administrative expenses 6 --
------ ------
Total expenses 6 170
Income from operations before income
taxes 11 507
Income taxes 4 177
------ ------
Net income $ 7 $330
====== ======
</TABLE>
See Accompanying Notes to Financial Statements.
Page 4
<PAGE>
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
STATEMENTS OF CASH FLOWS
(unaudited)
<TABLE>
<CAPTION>
Three Months Three Months
Ended Ended
March 31, 1999 March 31, 1998
------ ------
(in thousands)
<S> <C> <C>
Cash Flows From Operating Activities:
Net income $ 7 $ 330
Adjustments to reconcile net income to net cash
Provided by (Used for) operating activities:
Decrease (increase) in Mortgage Pass-Through
Certificates 51 (28)
(Increase) in receivables from affiliates (59) --
(Increase) decrease in accrued
interest receivable 1 (89)
------ ------
Net Cash Provided by
Operating Activities -- 213
------ ------
Cash Flows From Financing Activities:
(Decrease) in payables to affiliates -- (213)
------ ------
Net Cash (Used for) Financing
Activities -- (213)
------ ------
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
<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 three months ended March 31, 1999 and March
31, 1998.
There were no Bonds, Conduits, Splits, Multifamily or Home Equities
issued during the three months ended March 31, 1999 and March 31, 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 three months ended March 31, 1999 and
March 31, 1998, principal transactions of $3 and $333, 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>
Item 5 & 7. Other Events and
Monthly Statements and Exhibits Not Applicable January 7, 1999
Item 5 & 7. Other Events and
Monthly Statements and Exhibits Not Applicable January 8, 1999
Items 5 & 7. Other Events and
Financial Statements and Exhibits Not Applicable January 8, 1999
Items 5 & 7. Other Events and
Monthly Statements and Exhibits Not Applicable February 1, 1999
Items 5 & 7. Other Events and
Monthly Statements and Exhibits Not Applicable February 1, 1999
Items 5 & 7. Other Events and
Monthly Statements and Exhibits Not Applicable February 1, 1999
Items 5 & 7. Other Events and
Monthly Statements and Exhibits Not Applicable February 1, 1999
Items 5 & 7. Other Events and
Monthly Statements and Exhibits Not Applicable February 1, 1999
Items 5 & 7. Other Events and
Monthly Statements and Exhibits Not Applicable February 3, 1999
Items 5 & 7. Other Events and
Monthly Statements and Exhibits Not Applicable February 3, 1999
Items 5 & 7. Other Events and
Monthly Statements and Exhibits Not Applicable February 3, 1999
Items 5 & 7. Other Events and
Monthly Statements and Exhibits Not Applicable February 3, 1999
Items 5 & 7. Other Events and
Monthly Statements and Exhibits Not Applicable February 3, 1999
Items 5 & 7. Other Events and
Financial Statements and Exhibits Not Applicable March 23, 1999
</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
Controller and Principal
Accounting Officer
(Duly Authorized Officer and
Principal Accounting Officer)
Dated: May 7, 1999
Page 10
<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: /s/ THOMAS M. ZINGALLI
-----------------------------
Thomas M. Zingalli
Controller and Principal
Accounting Officer
(Duly Authorized Officer and
Principal Accounting Officer)
Dated: May 7, 1997
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> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 11
<SECURITIES> 0
<RECEIVABLES> 678
<ALLOWANCES> 0
<INVENTORY> 644
<CURRENT-ASSETS> 1,348
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,348
<CURRENT-LIABILITIES> 47
<BONDS> 0
0
0
<COMMON> 1
<OTHER-SE> 1,300
<TOTAL-LIABILITY-AND-EQUITY> 1,348
<SALES> 0
<TOTAL-REVENUES> 17
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 6
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 11
<INCOME-TAX> 4
<INCOME-CONTINUING> 7
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
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