<PAGE> 1
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- ----- EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED: DECEMBER 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 AVENUE 75204
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (214) 874-2323
Securities registered pursuant to Section 12(b) of the Act: None.
Securities registered pursuant to Section 12(g) of the Act: None.
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
--- ---
INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM 405
REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED, TO THE BEST
OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION STATEMENTS
INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY AMENDMENT TO THIS
FORM 10-K [ ]
AT MARCH 31, 1998 THE AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY
NONAFFILIATES WAS: NOT APPLICABLE.
THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION J (1)(a)
AND (b) OF FORM 10-K AND IS, THEREFORE, FILING THIS FORM WITH REDUCED DISCLOSURE
FORMAT.
NUMBER OF SHARES OF COMMON STOCK OUTSTANDING AT MARCH 20, 1998: 1,000
DOCUMENTS INCORPORATED BY REFERENCE: NONE.
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<PAGE> 2
CMC SECURITIES CORPORATION III
1997 FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C> <C>
PART I
ITEM 1. BUSINESS.................................................. 1
ITEM 2. PROPERTIES................................................ 3
ITEM 3. LEGAL PROCEEDINGS......................................... 3
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS......................... 3
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS........... 3
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA............... 4
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE..................... 14
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
REPORTS ON FORM 8-K..................................... 15
</TABLE>
<PAGE> 3
PART I
ITEM 1. BUSINESS.
ORGANIZATION
CMC Securities Corporation III (the "Company") was incorporated in Delaware on
May 6, 1992 as a special-purpose finance corporation and is a wholly-owned
subsidiary of Capstead Mortgage Corporation ("CMC"). The Company was acquired
from CMF Mortgage Funding Corporation ("CMF"), a former subsidiary of CMC, on
July 29, 1994 pursuant to an Agreement and Plan of Merger (see below). CMC is a
publicly-owned real estate investment trust that, until late in 1995, operated
as a mortgage conduit, purchasing and securitizing single-family residential
mortgage loans. CMF originally acquired the Company from CMC on September 14,
1993 prior to commencement of operations. The Company is managed by CMC (the
"Manager").
Pursuant to the Agreement and Plan of Merger dated July 29, 1994 (the
"Agreement") between the Company and CMC Securities Corporation III-A ("CMCSC
III-A"), a newly formed and wholly-owned subsidiary of CMC with a corporate
charter and organizational structure that is identical in almost all respects to
that of the Company, the Company was merged with and into CMCSC III-A, whereby
the existence of the Company ceased and CMCSC III-A acquired all of the assets
and assumed all of the liabilities of the Company as the surviving entity. As a
part of the merger, CMCSC III-A changed its name to CMC Securities Corporation
III, and from July 29, 1994 forward has been referred to as the "Company."
The Company was formed solely for the purpose of issuing and selling
collateralized mortgage obligations ("Bonds" or "CMOs"), collateralized by
mortgage-backed, pass-through certificates ("Certificates") that evidence an
interest in a pool of mortgage loans secured by single-family residences. The
Certificates pledged as collateral for the Bonds will either be contributed by
an affiliate of CMC or purchased from third parties and will either be
Government National Mortgage Association certificates, Federal National Mortgage
Association certificates, Federal Home Loan Mortgage Corporation certificates or
mortgage pass-through ("Non-Agency") certificates. The Company's Certificate of
Incorporation requires that any Bonds issued be rated in one of the two highest
rating categories established by one or more nationally recognized statistical
rating agencies.
On December 15, 1993 the Securities and Exchange Commission declared effective
an amended registration statement filed by the Company covering the offering of
a maximum of $4 billion aggregate principal amount of CMOs. The Company
commenced operations with the December 22, 1993 issuance of its first series of
CMOs. As of December 31, 1997, the Company had issued seven series of CMOs with
an aggregate original principal balance of $2,155,013,000.
SPECIAL-PURPOSE FINANCE CORPORATION
The Company has not and will not engage in any business or investment activities
other than (i) issuing and selling CMOs, and receiving, owning, holding and
pledging as collateral therefore the related Certificates, (ii) investing cash
balances on an interim basis in high quality, short-term securities, and (iii)
engaging in other activities which are necessary or convenient to accomplish the
foregoing and are incidental thereto. Article III of the Company's Certificate
of Incorporation limits the Company's purposes to the above.
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<PAGE> 4
COMPETITION
The Company's business is highly competitive. The Company competes with other
issuers of similar obligations, both with respect to the acquisition of
mortgage-related collateral securing the Bonds and placement of the CMOs. The
Company also competes with entities that issue and/or market numerous other
competitive financial products.
EMPLOYEES
At December 31, 1997 the Company had no employees. The Manager provides all
executive and administrative personnel required by the Company.
MANAGEMENT AGREEMENT
Pursuant to a management agreement, the Manager advises the Company with respect
to its investments and administers the day-to-day operations of the Company. The
management agreement is nonassignable except by consent of the Company and the
Manager. The management agreement may be terminated without cause at any time
upon 90 days written notice. In addition, the Company has the right to terminate
the management agreement upon the happening of certain specified events,
including a breach by the Manager of any provision contained in the management
agreement which remains uncured for 30 days after notice of such breach and the
bankruptcy or insolvency of the Manager.
The Manager is at all times subject to the supervision of the Company's Board of
Directors and has only such functions and authority as the Company delegates to
it. The Manager is responsible for the day-to-day operations of the Company and
performs such services and activities relating to the assets and operations of
the Company as may be appropriate. The Manager receives an annual basic
management fee of $10,000 per year for managing the assets pledged to secure
Bonds issued by the Company.
The Manager is required to pay employment expenses of its personnel (including
salaries, wages, payroll taxes, insurance, fidelity bonds, temporary help and
cost of employee benefit plans), and other office expenses, travel and other
expenses of directors, officers and employees of the Manager, accounting fees
and expenses and expenses incurred in supervising and monitoring the Company's
investments or relating to performance by the Manager of its functions. The
Company is required to pay all other expenses of operations (as defined in the
Management Agreement).
SERVICING AND ADMINISTRATION
The originators of mortgage loans backing the Non-Agency Certificates may elect,
if they meet the Company's criteria for servicers, either to service the loans
they sell or to sell the loans with no agreement with respect to servicing, in
which event Capstead Inc., a subsidiary of CMC, may act as servicer. Capstead
Inc. services single-family mortgage loans and participates in other mortgage
banking activities. The Company enters into servicing agreements with each
servicer. The terms and conditions of servicing agreements with Capstead Inc.
are substantially the same as those contained in servicing agreements with
unrelated third parties.
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<PAGE> 5
As compensation for services rendered under the servicing agreements, the
servicers retain a servicing fee, payable monthly, generally 1/4 of 1% per annum
of the outstanding principal balance of each mortgage loan serviced as of the
last day of each month. At December 31, 1997 Capstead Inc. serviced
approximately 78% of the principal balance of the Company's mortgage loans. In
addition, CMC is the administrator with respect to the Company's Non-Agency
Certificates. During 1997, 1996 and 1995, Capstead Inc. retained fees from
mortgage loan payments for servicing mortgage loans of $3,425,000, $3,558,000
and $3,977,000, respectively. Also during 1997, 1996 and 1995, CMC retained fees
for administering Non-Agency Certificates of $1,330,000, $1,524,000 and
$1,531,000, respectively.
ITEM 2. PROPERTIES.
The Company's operations will be conducted primarily in Dallas, Texas on
properties leased by CMC.
ITEM 3. LEGAL PROCEEDINGS.
As of the date hereof, there are no material legal proceedings outside the
normal course of business to which the Company was a party or of which any of
its property was the subject.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
All of the Company's common stock is owned by CMC. Accordingly, there is no
public trading market for its common stock. To date, no dividends have been paid
on the Company's common stock.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
From December 22, 1993 to May 31, 1994, the Company issued seven series of CMOs
with an aggregate original principal balance of $2,155,013,000. No CMOs have
been issued since May 31, 1994. The Company elected Real Estate Mortgage
Investment Conduit ("REMIC") status for tax purposes on these transactions.
These issuances have been accounted for as financings because an affiliate of
the Company retained an investment in the CMOs. As financings, CMO collateral
and Bonds are reflected on the balance sheet.
Since the Company did not retain any investment in the CMOs issued, no economic
benefit was or will be received and thus no net income or loss was or will be
recognized related to these CMOs other than amortization of unreimbursed bond
issuance costs. The Company's net losses are due to this amortization and
operational costs incurred (interest payable to CMC, management fees and
professional fees).
LIQUIDITY AND CAPITAL RESOURCES
All ongoing cash CMO expenses 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 cash CMO
expenses. Cash flow requirements due to ongoing operational costs are funded by
CMC.
-3-
<PAGE> 6
IMPACT OF YEAR 2000
Many existing computer software programs use only two digits to identify the
year in date fields and, as such, could fail or create erroneous results by or
at the Year 2000. The Manager utilizes a number of software systems to service
mortgage loans, and manage the Company's affairs. The Manager has made and will
continue to make investments in its software systems and applications to ensure
the Company is Year 2000 compliant. In addition, the Manager has taken steps to
ensure that the vendors it utilizes in various capacities and institutions that
it interfaces with are also taking the necessary steps to become Year 2000
compliant. This process is expected to be essentially complete by mid-1998. The
financial impact of becoming Year 2000 compliant has not been and is not
expected to be material to the Company or results of operations.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
-4-
<PAGE> 7
REPORT OF ERNST & YOUNG LLP
INDEPENDENT AUDITORS
Stockholder and Board of Directors
CMC Securities Corporation III
We have audited the accompanying balance sheet of CMC Securities Corporation III
(a wholly-owned subsidiary of Capstead Mortgage Corporation) as of December 31,
1997 and 1996, and related statements of operations, stockholder's equity, and
cash flows for each of the three years in the period ended December 31, 1997.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of CMC Securities Corporation III
at December 31, 1997 and 1996, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 1997, in
conformity with generally accepted accounting principles.
Dallas, Texas
March 20, 1998
-5-
<PAGE> 8
CMC SECURITIES CORPORATION III
BALANCE SHEET
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
DECEMBER 31
------------------------------
1997 1996
------------ ------------
<S> <C> <C>
ASSETS
Mortgage securities collateral $ 1,630,600 $ 1,806,714
Cash and other equivalents 1 1
------------ ------------
$ 1,630,601 $ 1,806,715
============ ============
LIABILITIES
Collateralized mortgage securities $ 1,630,220 $ 1,806,207
Payable to Parent 40 721
------------ ------------
1,630,260 1,806,928
------------ ------------
STOCKHOLDER'S EQUITY
Common stock - $1 par value, 1,000 shares
authorized, issued and outstanding 1 1
Paid-in capital 824 102
Accumulated deficit (484) (316)
------------ ------------
341 (213)
------------ ------------
$ 1,630,601 $ 1,806,715
============ ============
</TABLE>
See notes to accompanying financial statements.
-6-
<PAGE> 9
CMC SECURITIES CORPORATION III
STATEMENT OF OPERATIONS
(IN THOUSANDS)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
------------------------------------
1997 1996 1995
-------- -------- --------
<S> <C> <C> <C>
Interest income on mortgage
securities collateral $118,888 $129,945 $138,915
Interest expense:
Collateralized mortgage securities 119,015 130,071 138,915
Payable to Parent 17 33 36
-------- -------- --------
Total interest expense 119,032 130,104 138,951
-------- -------- --------
Net interest expense (144) (159) (36)
-------- -------- --------
Other expenses:
Management fees 10 10 10
Professional fees 14 13 19
-------- -------- --------
Total other expenses 24 23 29
-------- -------- --------
Net loss $ (168) $ (182) $ (65)
======== ======== ========
</TABLE>
See notes to accompanying financial statements.
-7-
<PAGE> 10
CMC SECURITIES CORPORATION III
STATEMENT OF STOCKHOLDER'S EQUITY
THREE YEARS ENDED DECEMBER 31, 1997
(IN THOUSANDS)
<TABLE>
<CAPTION>
COMMON STOCK
----------------- PAID-IN ACCUMULATED
SHARES AMOUNT CAPITAL DEFICIT TOTAL
------ ------ ------- ----------- -----
<S> <C> <C> <C> <C> <C>
Balance at
January 1, 1995 1 $ 1 $ 96 $ (69) $ 28
Capital distributions -- -- (7) -- (7)
Net loss -- -- -- (65) (65)
------ ------ ------- ----------- -----
Balance at
December 31, 1995 1 1 89 (134) (44)
Capital contributions -- -- 13 -- 13
Net loss -- -- -- (182) (182)
------ ------ ------- ----------- -----
Balance at
December 31, 1996 1 1 102 (316) (213)
Capital contributions -- -- 722 -- 722
Net loss -- -- -- (168) (168)
------ ------ ------- ----------- -----
Balance at
December 31, 1997 1 $ 1 $ 824 $ (484) $ 341
====== ====== ======= =========== =====
</TABLE>
See accompanying notes to financial statements.
-8-
<PAGE> 11
CMC SECURITIES CORPORATION III
STATEMENT OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
--------------------------------------
1997 1996 1995
---------- ---------- ----------
<S> <C> <C> <C>
OPERATING ACTIVITIES:
Net loss $ (168) $ (182) $ (65)
Noncash item - amortization
of discount and premium 58 102 908
---------- ---------- ----------
Net cash provided (used)
by operating activities (110) (80) 843
---------- ---------- ----------
INVESTING ACTIVITIES:
Mortgage securities collateral:
Principal collections on
collateral 177,803 156,128 110,191
Decrease in accrued
interest receivable 998 879 615
---------- ---------- ----------
Net cash provided by
investing activities 178,801 157,007 110,806
---------- ---------- ----------
FINANCING ACTIVITIES:
Collateralized mortgage securities:
Principal payments on securities (177,803) (156,128) (110,191)
Decrease in accrued interest
payable (929) (854) (1,523)
Increase (decrease) in payable
to Parent (681) 42 47
Capital contributions
(distributions) 722 13 (7)
---------- ---------- ----------
Net cash used by
financing activities (178,691) (156,927) (111,674)
---------- ---------- ----------
Net change in cash and cash
equivalents -- -- (25)
Cash and cash equivalents at
beginning of year 1 1 26
---------- ---------- ----------
Cash and cash equivalents at
end of year $ 1 $ 1 $ 1
========== ========== ==========
</TABLE>
See accompanying notes to financial statements.
-9-
<PAGE> 12
CMC SECURITIES CORPORATION III
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997
NOTE A -- BUSINESS
CMC Securities Corporation III (the "Company"), was incorporated in Delaware on
May 6, 1992 as special-purpose finance corporation primarily to issue bonds
collateralized by whole loans or mortgage-backed securities. The Company is a
wholly-owned subsidiary of Capstead Mortgage Corporation ("CMC").
NOTE B -- ACCOUNTING POLICIES
USE OF ESTIMATES
The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
SECURITIES HELD-TO-MATURITY
Management determines the appropriate classification of debt securities at the
time of purchase and reevaluates such designation as of each balance sheet date.
Debt securities are classified as held-to-maturity when the Company has the
positive intent and ability to hold the securities to maturity. Held-to-maturity
securities are stated at amortized cost.
MORTGAGE SECURITIES COLLATERAL
Mortgage securities collateral consists of debt securities classified as
held-to-maturity. Amortized cost is adjusted for amortization of premiums and
discounts over the estimated life of the security using the interest method.
Such amortization is included in related interest income.
Mortgage securities collateral is subject to changes in value because of changes
in interest rates and rates of prepayment, as well as failure of the mortgagor
to perform under the mortgage agreement. The Company has limited its exposure to
these risks by issuing collateralized mortgage securities using a
senior/subordinate structure (see Note F).
ALLOWANCE FOR POSSIBLE LOSSES
The Company provides for possible losses on its investments in amounts which it
believes are adequate relative to the risk inherent in such investments.
COLLATERALIZED MORTGAGE SECURITIES
Collateralized mortgage securities are carried at their unpaid principal
balances, net of unamortized discount or premium. Any discount or premium is
recognized as an adjustment to interest expense by the interest method over the
life of the related securities.
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<PAGE> 13
INCOME TAXES
The Company was consolidated with CMF for income tax purposes through July 29,
1994 and had incurred losses through that date. Since July 29, 1994 the Company
has operated as a qualified real estate investment trust ("REIT") subsidiary of
CMC, which itself is a REIT, and is combined with CMC for federal income tax
purposes. REITs are not taxed at the corporate level provided that certain
requirements are met. Accordingly, no provision is required for federal income
taxes.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash on hand and highly liquid investment with
original maturities of three months or less.
NOTE C -- MORTGAGE SECURITIES COLLATERAL
Mortgage securities collateral consists of conventional single-family mortgage
loans which are pledged to secure repayment of the collateralized mortgage
securities. All principal and interest payments on the collateral are remitted
directly to a collection account maintained by a trustee. The trustee is
responsible for reinvesting those funds in short-term investments. All
collections on the collateral and the reinvestment income earned thereon is
available for payment of principal and interest on the collateralized mortgage
securities. The components of mortgage securities collateral are summarized as
follows (in thousands):
<TABLE>
<CAPTION>
DECEMBER 31
--------------------------
1997 1996
---------- ----------
<S> <C> <C>
Mortgage collateral $1,633,990 $1,811,793
Accrued interest receivable 9,191 10,189
---------- ----------
Total collateral 1,643,181 1,821,982
Unamortized discount (12,581) (15,268)
---------- ----------
Net collateral $1,630,600 $1,806,714
========== ==========
</TABLE>
The weighted average effective interest rate for mortgage securities collateral
was 6.93% and 6.94% during 1997 and 1996, respectively.
NOTE D -- COLLATERALIZED MORTGAGE SECURITIES
Each series of collateralized mortgage securities consists of various classes,
some of which may be deferred interest, interest-only and principal-only
securities. Interest is payable monthly at specified rates for all classes other
than the deferred interest securities. Generally, principal payments on each
series are made to each class in the order of their stated maturities so that no
payment of principal will be made on any class until all classes having an
earlier stated maturity have been paid in full. Generally, payments of principal
and interest on deferred interest securities will commence only upon payment in
full of some or all other classes. Prior to that time, interest accrues on the
deferred interest securities and the amount accrued is added to the unpaid
principal balance. Interest payments on interest-only bonds are based on a
specified notional amount used only for the calculation of interest and no
payments of principal are made. Principal-only bonds remit principal payments
and no interest is paid.
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<PAGE> 14
The components of collateralized mortgage securities are summarized as follows
(dollars in thousands):
<TABLE>
<CAPTION>
DECEMBER 31
-------------------------------
1997 1996
------------- -------------
<S> <C> <C>
Collateralized mortgage securities $ 1,633,990 $ 1,811,793
Accrued interest payable 8,100 9,029
------------- -------------
Total obligation 1,642,090 1,820,822
Unamortized discount (11,870) (14,615)
------------- -------------
Net obligation $ 1,630,220 $ 1,806,207
============= =============
Range of average interest rate 5.60% to 7.08% 5.70% to 7.08%
Range of stated maturities 2009 to 2024 2009 to 2024
Number of series 7 7
</TABLE>
The maturity of each series of securities is directly affected by the rate of
principal prepayments on the related mortgage securities collateral. Each series
of securities is also subject to redemption at the Company's option provided
that certain requirements specified in the related indenture have been met
(referred to as "clean-up calls"). As a result, the actual maturity of any
series of securities is likely to occur earlier than its stated maturity.
The weighted average effective interest rate for collateralized mortgage
securities was 6.94% for both 1997 and 1996. Interest payments on collateralized
mortgage securities of $113,003,000, $124,714,000 and $134,465,000 were made
during 1997, 1996 and 1995, respectively.
NOTE E -- DISCLOSURES REGARDING FAIR VALUES OF FINANCIAL INSTRUMENTS
The estimated fair value of financial instruments have been determined by the
Company 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, the estimates presented herein are not necessarily
indicative of the amounts that the Company could realize in a current market
exchange. The use of different market assumptions and/or estimation
methodologies may have a material effect on the estimated fair value amounts.
The carrying amount of cash and cash equivalents, and the payable to Parent,
approximates fair value. The fair value of mortgage securities collateral was
estimated using either quoted market prices, when available, including quotes
made by CMC's lenders in connection with designating collateral for repurchase
arrangements. The fair value of collateralized mortgage securities is dependent
upon the characteristics of the mortgage securities collateral pledged to secure
the issuance. Therefore, fair value was based on the same method used for
determining fair value for the underlying mortgage securities collateral,
adjusted for credit enhancements.
-12-
<PAGE> 15
The following table summarizes the fair value of financial instruments (in
thousands):
<TABLE>
<CAPTION>
DECEMBER 31, 1997 DECEMBER 31, 1996
------------------------ ------------------------
CARRYING FAIR CARRYING FAIR
AMOUNT VALUE AMOUNT VALUE
---------- ----------- ---------- -----------
<S> <C> <C> <C> <C>
ASSETS
Cash and cash equivalents $ 1 $ 1 $ 1 $ 1
Mortgage securities
collateral 1,630,600 1,642,979 1,806,714 1,761,869
LIABILITIES
Payable to Parent 40 40 721 721
Collateralized mortgage
securities 1,630,220 1,644,505 1,806,207 1,768,750
</TABLE>
The fair values of mortgage securities collateral and cash equivalents reflect
unrealized gains of $14.8 million and losses of $2.4 million at December 31,
1997, unrealized gains of $6.0 million and losses of $50.9 million at December
31, 1996.
NOTE F -- ALLOWANCE FOR POSSIBLE LOSSES
The Company has limited exposure to losses on mortgage securities collateral
because the Company's collateralized mortgage securities are issued in a
senior/subordinate structure where the investor in the subordinate classes
assumes the risks of losses due to typical mortgagor default and special
hazards. Special hazards are typically catastrophic events that are unable to be
predicted (e.g., earthquakes). Because of its limited exposure to losses, the
Company has determined that an allowance for possible losses is not warranted at
December 31, 1997.
Since approximately 25% of mortgage securities collateral are secured by
properties located in California, the Company has a concentration of risk
related to the California market. However, the Company's exposure arising from
this concentration is reduced by the use of the senior/subordinate structure for
securitizations.
NOTE G -- MANAGEMENT AGREEMENT
The Company operates under a $10,000 per year management agreement with CMC (the
"Manager"). The agreement provides that the Manager will advise the Company with
respect to all facets of its business and administer the day-to-day operations
of the Company under the supervision of the Company's Board of Directors. The
Manager pays, among other things, salaries and benefits of its personnel,
accounting fees and expenses, and other office expenses incurred in supervising
and monitoring the Company's investments.
NOTE H -- TRANSACTIONS WITH RELATED PARTIES
The Company has entered into servicing agreements with Capstead Inc., a
subsidiary of CMC, the provisions of which are typical of such agreements in
the mortgage servicing industry. Under the servicing agreements, Capstead
Inc. retains from interest collected a servicing fee generally 1/4 of 1% per
annum of the outstanding principal balance of mortgage loans serviced. At
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<PAGE> 16
December 31, 1997, Capstead Inc. serviced approximately 78% of the mortgage
loans securing collateralized mortgage securities. Servicing fees of $3,425,000,
$3,558,000 and $3,977,000 were retained by Capstead Inc. during 1997, 1996 and
1995, respectively.
CMC acts as administrator ("Bond Administrator") in relation to the Company's
collateralized mortgage securities in which it performs certain administrative
functions. The Bond Administrator receives a fee of approximately 0.015% to
0.04% per annum of the outstanding principal amount of the bonds, after
deducting trustee fees, for its services. Such fees totaled $1,330,000,
$1,524,000 and $1,531,000 during 1997, 1996 and 1995, respectively.
The Company has a $1 million revolving subordinated promissory note with CMC
under which interest accrues on amounts payable based on the annual federal
short-term rate as published by the Internal Revenue Service. This note expires
January 1, 1999. Repayments may be made as funds are available.
NOTE I -- NET INTEREST INCOME ANALYSIS (UNAUDITED)
The following table summarizes interest income and interest expense and the
average effective interest rate for mortgage securities collateral and
collateralized mortgage securities (dollars in thousands):
<TABLE>
<CAPTION>
1997 1996 1995
--------------------- --------------------- ---------------------
AVERAGE AVERAGE AVERAGE
AMOUNT RATE AMOUNT RATE AMOUNT RATE
-------- ------- -------- ------- -------- -------
<S> <C> <C> <C> <C> <C> <C>
Interest income on
mortgage securities
collateral $118,888 6.93% $129,945 6.94% $138,915 6.93%
Interest expense on
collateralized
mortgage securities 119,015 6.94 130,071 6.94 138,915 6.93
-------- -------- --------
Net interest expense $ (127) $ (126) $ --
======== ======== ========
</TABLE>
The following tables summarize the amount of change in interest income and
interest expense due to changes in interest rates versus changes in volume (in
thousands):
<TABLE>
<CAPTION>
1997/1996
------------------------------------
RATE VOLUME TOTAL
-------- -------- --------
<S> <C> <C> <C>
Interest income on mortgage
securities collateral $ (206) $(10,851) $(11,057)
Interest expense on collateralized
mortgage securities (206) (10,850) (11,056)
-------- -------- --------
$ -- $ (1) $ (1)
======== ======== ========
<CAPTION>
1996/1995
------------------------------------
RATE VOLUME TOTAL
-------- -------- --------
<S> <C> <C> <C>
Interest income on mortgage
securities collateral $ 260 $ (9,230) $ (8,970)
Interest expense on collateralized
mortgage securities 420 (9,264) (8,844)
-------- -------- --------
$ (160) $ 34 $ (126)
======== ======== ========
</TABLE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
-14-
<PAGE> 17
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) Documents filed as part of this report:
1. The following financial statements of the
Company are included in ITEM 8: Page
----
Balance Sheet - December 31, 1997 and 1996 6
Statement of Operations - Three Years Ended
December 31, 1997 7
Statement of Stockholder's Equity -
Three Years Ended December 31, 1997 8
Statement of Cash Flows -
Three Years Ended December 31, 1997 9
Notes to Financial Statements - December 31, 1997 10
2. Financial Statement Schedules: None.
All schedules for which provision is made in the applicable
accounting regulation of the Securities and Exchange Commission
are not required under the related instructions or are
inapplicable and, therefore, have been omitted.
3. Exhibits:
EXHIBIT
NUMBER
2.1 Agreement and Plan of Merger between the Company and
CMCSC III-A dated July 28, 1994(4)
3.1 Certificate of Incorporation of CMCSC III-A filed
July 29, 1994 with the Secretary of State of
Delaware(4)
3.2 Certificate of Merger of the Company with and into
CMCSC III-A, filed July 29, 1994 with the Secretary
of State of Delaware(11)
3.3 Bylaws for CMCSC III-A(12)
3.4 Certificate of Incorporation of CMCSC III-A, which
includes Articles of Incorporation(12)
4.1 Form of Indenture between Registrant and Texas
Commerce Bank, National Association, as Trustee(1)
4.2 Form of First Supplement to the Indenture(5)
4.3 Form of Second Supplement to the Indenture(6)
4.4 Form of Third Supplement to the Indenture(7)
4.5 Form of Fourth Supplement to the Indenture(8)
4.6 Form of Fifth Supplement to the Indenture(9)
4.7 Form of Sixth Supplement to the Indenture(10)
4.8 Form of Seventh Supplement to the Indenture(11)
10.1 Form of Pooling and Administrative Agreement(1)
10.2 Form of Servicing Agreement(1)
10.3 Management Agreement between the Company and Capstead
Advisers, Inc. dated January 1, 1993(2)
10.4 Amended Management Agreement between the Company and
Capstead Advisers, Inc. dated October 1, 1993(3)
-15-
<PAGE> 18
PART IV
ITEM 14. - CONTINUED
3. Exhibits: (continued)
EXHIBIT
NUMBER
23 Consent of Ernst & Young LLP, Independent Auditors*
27 Financial Data Schedule*
(b) Reports on Form 8-K: None.
- ----------
(1) Incorporated herein by reference to the Company's Registration Statement
on Form S-3 (No. 33-47913) filed May 14, 1992.
(2) Previously filed with the Commission as an exhibit to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1992.
(3) Previously filed with the Commission as an exhibit to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1993.
(4) Previously filed with the Commission as an exhibit to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1994.
(5) Previously filed with the Commission as an exhibit to the Registrant's
Current Report on Form 8-K on December 22, 1993.
(6) Previously filed with the Commission as an exhibit to the Registrant's
Current Report on Form 8-K on January 28, 1994.
(7) Previously filed with the Commission as an exhibit to the Registrant's
Current Report on Form 8-K on January 28, 1994.
(8) Previously filed with the Commission as an exhibit to the Registrant's
Current Report on Form 8-K on February 28, 1994.
(9) Previously filed with the Commission as an exhibit to the Registrant's
Current Report on Form 8-K on February 28, 1994.
(10) Previously filed with the Commission as an exhibit to the Registrant's
Current Report on Form 8-K on March 31, 1994.
(11) Previously filed with the Commission as an exhibit to the Registrant's
Current Report on Form 8-K on May 31, 1994.
(12) Previously filed with the Commission as an exhibit to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1994.
* Filed herewith.
-16-
<PAGE> 19
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Company has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
CMC SECURITIES CORPORATION III
REGISTRANT
Date: March 13, 1998 By: /s/ ANDREW F. JACOBS
-------------------------------------
Andrew F. Jacobs
Senior Vice President-Control,
Treasurer and Secretary
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities indicated below and on the dates indicated.
/s/ RONN K. LYTLE Chairman, Chief March 13, 1998
- ------------------------------ Executive Officer
(Ronn K. Lytle) and Director
/s/ ANDREW F. JACOBS Senior Vice President- March 13, 1998
- ------------------------------ Control, Treasurer
(Andrew F. Jacobs) and Secretary
/s/ MAURICE MCGRATH Director March 20, 1998
- ------------------------------
(Maurice McGrath)
-17-
<PAGE> 20
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO
SECTION 12 OF THE ACT.
No annual report or proxy material has been sent to security holders.
<PAGE> 21
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
2.1 Agreement and Plan of Merger between the Company and
CMCSC III-A dated July 28, 1994(4)
3.1 Certificate of Incorporation of CMCSC III-A filed
July 29, 1994 with the Secretary of State of
Delaware(4)
3.2 Certificate of Merger of the Company with and into
CMCSC III-A, filed July 29, 1994 with the Secretary
of State of Delaware(11)
3.3 Bylaws for CMCSC III-A(12)
3.4 Certificate of Incorporation of CMCSC III-A, which
includes Articles of Incorporation(12)
4.1 Form of Indenture between Registrant and Texas
Commerce Bank, National Association, as Trustee(1)
4.2 Form of First Supplement to the Indenture(5)
4.3 Form of Second Supplement to the Indenture(6)
4.4 Form of Third Supplement to the Indenture(7)
4.5 Form of Fourth Supplement to the Indenture(8)
4.6 Form of Fifth Supplement to the Indenture(9)
4.7 Form of Sixth Supplement to the Indenture(10)
4.8 Form of Seventh Supplement to the Indenture(11)
10.1 Form of Pooling and Administrative Agreement(1)
10.2 Form of Servicing Agreement(1)
10.3 Management Agreement between the Company and Capstead
Advisers, Inc. dated January 1, 1993(2)
10.4 Amended Management Agreement between the Company and
Capstead Advisers, Inc. dated October 1, 1993(3)
23 Consent of Ernst & Young LLP, Independent Auditors*
27 Financial Data Schedule*
</TABLE>
- ----------
(1) Incorporated herein by reference to the Company's Registration Statement
on Form S-3 (No. 33-47913) filed May 14, 1992.
(2) Previously filed with the Commission as an exhibit to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1992.
(3) Previously filed with the Commission as an exhibit to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1993.
(4) Previously filed with the Commission as an exhibit to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1994.
(5) Previously filed with the Commission as an exhibit to the Registrant's
Current Report on Form 8-K on December 22, 1993.
(6) Previously filed with the Commission as an exhibit to the Registrant's
Current Report on Form 8-K on January 28, 1994.
(7) Previously filed with the Commission as an exhibit to the Registrant's
Current Report on Form 8-K on January 28, 1994.
(8) Previously filed with the Commission as an exhibit to the Registrant's
Current Report on Form 8-K on February 28, 1994.
(9) Previously filed with the Commission as an exhibit to the Registrant's
Current Report on Form 8-K on February 28, 1994.
(10) Previously filed with the Commission as an exhibit to the Registrant's
Current Report on Form 8-K on March 31, 1994.
(11) Previously filed with the Commission as an exhibit to the Registrant's
Current Report on Form 8-K on May 31, 1994.
(12) Previously filed with the Commission as an exhibit to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1994.
* Filed herewith.
<PAGE> 1
EXHIBIT 23
CMC SECURITIES CORPORATION III
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-3 No. 33-47913) of CMC Securities Corporation III pertaining to the issuance
of a maximum $4 billion aggregate principal balance of collateralized mortgage
obligations and in the related prospectus and prospectus supplements of our
report dated January 21, 1998, with respect to the financial statements of CMC
Securities Corporation III included in this Annual Report (Form 10-K) for the
year ended December 31, 1997.
ERNST & YOUNG LLP
Dallas, Texas
March 20, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CMC
SECURITIES CORPORATION III'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED
DECEMBER 31, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 1
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,630,601
<CURRENT-LIABILITIES> 40
<BONDS> 1,630,220
0
0
<COMMON> 1
<OTHER-SE> 340
<TOTAL-LIABILITY-AND-EQUITY> 1,630,601
<SALES> 0
<TOTAL-REVENUES> 118,888
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 24
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 119,032
<INCOME-PRETAX> (168)
<INCOME-TAX> 0
<INCOME-CONTINUING> (168)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (168)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
