<PAGE>
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
----- EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED: MARCH 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: 33-47913
CMC SECURITIES CORPORATION III
(Exact name of Registrant as specified in its Charter)
DELAWARE 75-2431913
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2711 NORTH HASKELL, DALLAS, TEXAS 75204
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (214) 874-2323
The Registrant meets the conditions set forth in General Instruction H(1)(a) and
(b) for Form 10-Q and is therefore filing this Form under the reduced disclosure
format.
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
----- -----
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the last practicable date.
Common Stock ($1.00 par value) 1,000 as of May 8, 1997
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CMC SECURITIES CORPORATION III
FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 1997
INDEX
PART I. -- FINANCIAL INFORMATION
PAGE
----
ITEM 1. Financial Statements
Balance Sheet -- March 31, 1997 and December 31, 1996............. 1
Statement of Operations -- Quarter Ended March 31, 1997 and 1996.. 2
Statement of Cash Flows -- Quarter Ended March 31, 1997 and 1996.. 3
Notes to Financial Statements..................................... 4
ITEM 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.............. 6
PART II. -- OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K........................... 6
SIGNATURES......................................................... 7
<PAGE>
PART I. -- FINANCIAL INFORMATION
CMC SECURITIES CORPORATION III
BALANCE SHEET
(IN THOUSANDS, EXCEPT PER SHARE DATA)
ITEM 1. FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
MARCH 31, 1997 DECEMBER 31, 1996
--------------- -----------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Mortgage securities collateral $1,771,472 $1,806,714
Cash and other equivalents 1 1
---------- ----------
$1,771,473 $1,806,715
========== ==========
LIABILITIES
Collateralized mortgage securities $1,770,997 $1,806,207
Accrued expenses 731 721
---------- ----------
1,771,728 1,806,928
---------- ----------
STOCKHOLDER'S EQUITY
Common stock - $1 par value,
1,000 shares authorized, issued
and outstanding 1 1
Paid-in capital 111 102
Accumulated deficit (367) (316)
---------- ----------
(255) (213)
---------- ----------
$1,771,473 $1,806,715
========== ==========
</TABLE>
See accompanying notes to financial statements.
-1-
<PAGE>
CMC SECURITIES CORPORATION III
STATEMENT OF OPERATIONS
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
QUARTER ENDED MARCH 31
------------------------
1997 1996
----------- -----------
<S> <C> <C>
Interest income on mortgage securities
collateral $30,771 $33,416
Interest expense:
Collateralized mortgage securities 30,803 33,448
Payable to Parent 8 8
------- -------
Total interest expense 30,811 33,456
------- -------
Net interest expense (40) (40)
------- -------
Other expenses:
Management fees 3 3
Professional fees and other 8 7
------- -------
Total other expenses 11 10
------- -------
Net loss $ (51) $ (50)
======= =======
</TABLE>
See accompanying notes to financial statements.
-2-
<PAGE>
CMC SECURITIES CORPORATION III
STATEMENT OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
QUARTER ENDED MARCH 31
------------------------
1997 1996
----------- -----------
<S> <C> <C>
OPERATING ACTIVITIES:
Net loss $ (51) $ (50)
Noncash item - amortization of discount and premium 21 30
-------- --------
Net cash used by operating activities (30) (20)
-------- --------
INVESTING ACTIVITIES:
Mortgage securities collateral:
Principal collections on collateral 35,641 28,199
Decrease in accrued interest receivable 200 157
-------- --------
Net cash provided by investing activities 35,841 28,356
-------- --------
FINANCING ACTIVITIES:
Collateralized mortgage securities:
Principal payments on securities (35,641) (28,199)
Decrease in accrued interest payable (189) (155)
Increase in payable to Parent 10 10
Capital contribution 9 8
-------- --------
Net cash used by financing activities (35,811) (28,336)
-------- --------
Net change in cash and cash equivalents - -
Cash and cash equivalents at beginning of period 1 1
-------- --------
Cash and cash equivalents at end of period $ 1 $ 1
======== ========
</TABLE>
See accompanying notes to financial statements.
-3-
<PAGE>
CMC SECURITIES CORPORATION III
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1997
(UNAUDITED)
NOTE A -- BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information
and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X.
Accordingly, it does not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the quarter ended March 31, 1997 are not necessarily
indicative of the results that may be expected for the calendar year ending
December 31, 1997. For further information refer to the financial statements
and footnotes thereto included in the CMC Securities Corporation III annual
report on Form 10-K for the period ended December 31, 1996.
NOTE B -- DISCLOSURES REGARDING FAIR VALUES OF MORTGAGE SECURITIES COLLATERAL
The estimated fair values of mortgage securities collateral have been determined
by 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, estimates presented herein are not necessarily indicative of the
amounts that could be realized in a current market exchange. The use of
different market assumptions and/or estimation methodologies may have a material
effect on estimated fair value amounts.
The fair values of mortgage securities collateral were estimated using quoted
market prices, when available, including quotes made by Capstead Mortgage
Corporation's lenders in connection with designating collateral for repurchase
arrangements.
The following table summarizes the fair values of mortgage securities collateral
(in thousands):
<TABLE>
<CAPTION>
MARCH 31, 1997 DECEMBER 31, 1996
--------------- -----------------
<S> <C> <C>
Carrying amount $1,771,472 $1,806,714
Unrealized gains 3,924 6,048
Unrealized losses (60,781) (50,893)
---------- ----------
Fair value $1,714,615 $1,761,869
========== ==========
</TABLE>
All mortgage securities collateral is held-to-maturity. The maturity of
mortgage securities collateral is directly affected by the rate of principal
prepayments by mortgagors. In addition, upon the redemption of remaining bonds
outstanding pursuant to clean-up calls, released collateral may be sold. Such
sales are deemed maturities under the provisions of Statement of Financial
Accounting Standards No. 115. No such redemptions occurred during the quarter
ended March 31, 1997 or during 1996.
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NOTE C -- NET INTEREST INCOME ANALYSIS
The following table summarizes the amount of interest income and interest
expense and the average effective interest rates for mortgage securities
collateral and collateralized mortgage securities (dollars in thousands):
<TABLE>
<CAPTION>
QUARTER ENDED MARCH 31
-------------------------------------------
1997 1996
------------------ ------------------
AVERAGE AVERAGE
AMOUNT RATE AMOUNT RATE
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Interest income on mortgage
securities collateral $30,771 6.94% $33,416 6.92%
Interest expense on
collateralized mortgage
securities 30,803 6.95 33,448 6.93
------- -------
Net interest $ (32) $ (32)
======= =======
</TABLE>
The following table summarizes the amount of change in interest income and
interest expense due to changes in interest rates versus changes in volume (in
thousands):
<TABLE>
<CAPTION>
RATE* VOLUME* TOTAL
------ -------- --------
<S> <C> <C> <C>
Interest income on mortgage
securities collateral $87 $(2,732) $(2,645)
Interest expense on
collateralized mortgage
securities 92 (2,737) (2,645)
--- ------- -------
$(5) $ 5 $ -
=== ======= =======
</TABLE>
* THE CHANGE IN INTEREST DUE TO BOTH VOLUME AND RATE HAS BEEN ALLOCATED TO
VOLUME AND RATE CHANGES IN PROPORTION TO THE RELATIONSHIP OF THE ABSOLUTE
DOLLAR AMOUNTS OF THE CHANGE IN EACH.
-5-
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
CMC Securities Corporation III (the "Company"), was incorporated in Delaware on
May 6, 1992, as a limited purpose finance corporation and is a wholly-owned
subsidiary of Capstead Mortgage Corporation ("CMC").
Since inception the Company has issued approximately $2.2 billion of
collateralized mortgage obligations ("CMOs"). The Company has not retained any
investment in the CMOs issued; therefore, no related economic benefit will be
received and no related net income or loss will be recognized. However, in
instances where an affiliate retained investments in these CMOs, the issuances
were accounted for as financings, and accordingly, the collateral and bonds are
reflected on the Company's balance sheet. The Company did not issue any CMOs
during the first quarter of 1997.
The Company's net losses are due to operational costs incurred (management 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.
PART II. -- OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K:
(a) Exhibits: None.
Exhibit 27 Financial Data Schedule (electronic filing only).
(b) Reports on Form 8-K: None.
-6-
<PAGE>
SIGNATURES
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.
CMC SECURITIES CORPORATION III
Date: May 8, 1997 By: /s/ RONN K. LYTLE
-----------------------------------------
Ronn K. Lytle
Chairman and Chief Executive Officer
Date: May 8, 1997 By: /s/ ANDREW F. JACOBS
-----------------------------------------
Andrew F. Jacobs
Senior Vice President - Control
and Treasurer
-7-
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from CMC
Securities Corporation III's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997 and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 1
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,771,473
<CURRENT-LIABILITIES> 731
<BONDS> 1,770,997
0
0
<COMMON> 1
<OTHER-SE> (256)
<TOTAL-LIABILITY-AND-EQUITY> 1,771,473
<SALES> 0
<TOTAL-REVENUES> 30,771
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 11
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 30,811
<INCOME-PRETAX> (51)
<INCOME-TAX> 0
<INCOME-CONTINUING> (51)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (51)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
