Item 1. Business. -------- On August 21, 1996 The CIT Group Securitization Corporation II (the "Company") sold $88,000,000 aggregate principal amount of Class A-1 6.00% Asset Backed Notes; $75,000,000 aggregate principal amount of Class A-2 6.40% Asset Backed Notes; $62,600,000 aggregate principal amount of Class A-3 6.65% (the "Notes") and $14,400,000 aggregate principal amount of 7.10% Asset Backed Certificates (the Certificates"). The Certificates have the benefit of a Reserve Account. The Notes and Certificates were offered for sale to the public pursuant to a prospectus supplement dated August 14, 1996 to a prospectus dated July 24, 1996 (the "Prospectus").
The Certificates represent an ownership interest in the CIT RV Trust 1996-B (the "Trust") and the Notes represent obligations of the Trust. The Trust was created, and the Certificates were issued, pursuant to a Trust Agreement, dated as of August 1, 1996 (the "Trust Agreement"), between the Company and Mellon Bank (DE), National Association, as owner trustee (the "Owner Trustee"). The Notes were issued pursuant to an Indenture, dated as of August 1, 1996 (the "Indenture"), between the Trust and The Bank of New York, as indenture trustee (the "Indenture Trustee").
The Trust's only business is to act as a passive conduit to permit investment in a pool of retail consumer receivables.
Item 2.

Item 2. Properties. ---------- The property of the Trust consists of a pool of simple interest retail installment sale contracts secured by the new and used recreational vehicles financed thereby (the "Contracts").
All of the Contracts were acquired by the Company from The CIT Group/Sales Financing, Inc. ("CITSF") pursuant to the terms of a Purchase Agreement, dated as of August 1, 1996, and sold by the Company to the Trust pursuant to a Sale and Servicing Agreement, dated as of August 1, 1996 (the "Sale and Servicing Agreement"), among the Company, as seller, CITSF, as servicer, and the Trust.
Information related to the payment on the Contracts by the obligors under the Contracts is set forth in the 1996 Annual Statement of Trust filed as Exhibit 99.3 to this Annual Report on Form 10-K.
Item 3.

Item 3. Legal Proceedings. ----------------- In June, 1995, a suit, Harvey Travis et al. v. The CIT Group Sales Financing, Inc., et al., Civil Action No. CV-95-P-1544-S, was filed in the United States District Court for the Northern District of Alabama, against CITSF, its force-placed insurance carrier and another lender. Plaintiffs in this action allege primarily that force-placed insurance coverage on manufactured homes was placed by defendants in a manner which caused plaintiffs and other borrowers to be charged or assessed for excessive premiums and that there was inadequate disclosure regarding certain fees charged and commissions earned in connection therewith. In their complaint, plaintiffs ask that a class action be certified, with the class to be comprised of individuals against whom monetary charges alleged to be excessive have been assessed and/or collected by CITSF and/or the other defendants for the purchase of force-placed insurance in connection with consumer installment transactions with CITSF and/or the other defendants.
The class allegations in the Travis suit have been dismissed. Mr. and Mrs. Travis subsequently brought the same suit as individuals. This case has been settled.
The registrant knows of no other material pending legal proceedings with respect to the Trust or involving the Trust, the Owner Trustee, the Indenture Trustee, the Company or CITSF.
Item 4.

Item 4. Submission of Matters to a Vote of Security Holders. --------------------------------------------------- No matter was submitted to a vote of Certificateholders during the fiscal year covered by this report.
PART II
Item 5.

Item 5. Market for Registrant's Common Equity and Related ------------------------------------------------- Stockholder Matters. -------------------
Other than one Certificate in the amount of 150,000 the Certificates and Notes are held and delivered in book-entry form through the facilities of The Depository Trust Company ("DTC"), a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as amended.
As of January 2, 1997, 100% of the Class A-1 Notes were held in the nominee name of Cede & Co. for 7 beneficial owners, 100% of the Class A-2 Notes were held in the nominee name of Cede & Co. for 27 beneficial owners and 100% of the Class A-3 Notes were held in the nominee name of Cede & Co. for 10 beneficial owners. As of January 2, 1997, 99% of the Certificates were held in the nominee name of Cede & Co. for 3 beneficial owners and 1% of the Certificates were held in the form of a definitive Certificate by an affiliate of the Company.
Item 9.

Item 9. Changes in and Disagreements with Accountants on ------------------------------------------------ Accounting and Financial Disclosure. -----------------------------------
None.
PART IV
Item 14.

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K. ---------------------------------------------------------------- (a) Exhibits: -------- Exhibit Number Description - -------------- ----------- 19 Annual Accountants' Report with respect to the servicing of the contracts by the Servicer, pursuant to the Sale and Servicing Agreement.
99.1 Annual Officer's Certificate.
99.2 Management's Assertion.
99.3 1996 Annual Statement of Trust.
(b) Reports on Form 8-K: ------------------- Current Reports on Form 8-K are filed each month. The reports include as an exhibit, the Monthly Reports to Certificateholders. Current Reports on Form 8-K dated September 16, 1996; October 15, 1996; November 15, 1996; December 16, 1996 and January 15, 1997 were filed with the Securities and Exchange Commission.
(c), (d) Omitted.
SIGNATURES ----------
Pursuant to the requirements of Section 13 or 15(d) 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.
CIT RV Trust 1996-B (Registrant)
By: The CIT Group/Sales Financing, Inc., as Servicer
Dated: March 26, 1997 By: /s/ Frank Garcia ---------------- Name: Frank Garcia Title:Vice President


ITEM 1. BUSINESS - ------- --------
CWM Mortgage Trust 1996-1 (the "Registrant") is a statutory business trust established under the laws of the State of Delaware by a deposit trust agreement dated as of January 25, 1996, as amended by an amended and restated deposit trust agreement dated as of January 29, 1996 (as so amended and restated, the "Trust Agreement") for the sole purpose of issuing Collateralized Mortgage Obligations, Series 1996-1 (the "Bonds") in the aggregate principal amount of $148,475,500, consisting of $141,129,000 aggregate principal amount of Class A-1 Bonds ( the"Class A-1 Bonds") and $7,346,500 aggregate principal amount of Class B-1 Bonds (the "Class B-1 Bonds"). At December 31, 1996, $123,645,000 aggregate principal amount of the Class A-1 Bonds and $7,163,000 aggregate principal amount of the Class B-1 Bonds were outstanding. The depositor and holder of 100% of the equity interest in the Registrant is CWM Mortgage Obligations II, Inc., a Delaware corporation (the "Company"). The Company is a limited purpose finance corporation whose stock is wholly owned by CWM Mortgage Holdings, Inc. ("CWM"), a Delaware corporation which is a publicly traded real estate investment trust. CWM is the manager of the Registrant pursuant to a management agreement entered into with the Registrant. CWM receives no fee under this agreement. The owner trustee of the Registrant is Wilmington Trust Company.
The Trust Agreement provides that the Registrant may not conduct any activities other that those related to the issuance and sale of the Bonds and such other limited activities as may be required in connection with reports and distributions to the holders of the beneficial interest in the Registrant. The Registrant's primary business activity has been the issuance and sale of the Bonds, which are collateralized primarily by an original principal amount of approximately $154,662,179 of 30-year conventional mortgage loans secured by first liens on one-to four-family residential properties (the "Pledged Mortgages"). Each Pledged Mortgage initially bears interest at a fixed rate for a period of ten years and thereafter at a rate that will adjust annually based on the weekly average yields on United States Treasury Securities, adjusted to a constant maturity of one year. The pledged mortgages were sold to CWM by Independent National Mortgage Corporation ("Indy Mac"), an affiliate of the Company, and subsequently sold by CWM to the Company. The Pledged Mortgages were deposited in the Registrant by the Company. Upon the issuance of the Bonds, the Pledged Mortgages were pledged to a trustee (the "Bond Trustee") as security for the Bonds under the indenture pursuant to which the Bonds were issued (the "Indenture"), The Indenture prohibits the Registrant from incurring indebtedness other than the Bonds, or assuming or guaranteeing the indebtedness of any other person. The Bond Trustee holds the Pledged Mortgages as security for the Bonds, and holders of the Bonds are entitled to the equal and proportionate benefits of such security under the Indenture. Simultaneously with the issuance of the Bonds, substantially all of the net proceeds from the sale of the Bonds were used to repay the indebtedness which was secured by, and which had been incurred by CWM in connection with the acquisition of, the Pledged Mortgages.
The Bonds are fully payable from the principal and interest payments on the Pledged Mortgages, plus the reinvestment income on such collateral. Although the Bonds are recourse obligations of the Registrant, the Registrant does not have, nor does it anticipate having, any significant assets not pledged as collateral for the Bonds. The Bonds were issued in two classes with maturities, interest rates and principal amounts tailored to the maturity and yield requirements of investors. The Bonds will be retired in March 2025, unless retired earlier through optional redemption or as a result of principal prepayments of the Pledged Mortgages.
The Prospectus of the Registrant and similar trusts of which CMO II is the depositor dated January 24, 1996 relating to Collateralized Mortgage Obligations (Issuable in Series) and the Registrant's Prospectus Supplement dated January 29, 1996 relating to the Bonds, which are incorporated herein by this reference, contain a more complete description of the Bonds, including the federal income tax consequences of purchasing, owning and disposing of the Bonds.
Pursuant to a master servicing agreement entered into with the Registrant and the Bond Trustee, CWM acts as master servicer with respect to the Pledged Mortgages. CWM receives an annual master servicing fee of 0.125% of the aggregate unpaid balance of such Pledged Mortgages under this master servicing agreement. These master servicing fees are deducted from interest payments on the Pledged Mortgages prior to their remittance to the Bond Trustee. CWM has entered into a subservicing agreement with its affiliate, Indy Mac, pursuant to which Indy Mac performs certain sevicing functions with respect to the Pledged Mortgages. Indy mac receives an annual servicing fee of 0.025% of the aggregate unpaid principal balance of such Pledged Mortgages under such subservicing agreement. These subservicing fees are paid to Indy Mac by CWM out of its master servicing fees. Indy Mac has entered into contracts (each, a "Seller/Servicer Contract") with seller/servicers (each, a "Seller/Servicer") to sell mortgage loans to Indy Mac and, in most cases, to perform, as independent contractors, servicing functions for Indy Mac subject to its supervision. Each Seller/Servicer receives, on a Pledged Mortgage by Pledged Mortgage basis, an annual servicing fee ranging from 0.250% to 0.375%, of the unpaid principal balance of the related Pledged Mortgage serviced by such Seller/Servicer, These servicing fees are deducted from interest payments on the Pledged Mortgages prior to their remittance to the Bond Trustee.
The Registrant has no employees.
ITEM 2.

ITEM 2. PROPERTIES - ------- ----------
The Registrant does not own any real property for use in connection with its operations. The principal executive offices of Wilmington Trust Company, the owner trustee, are located at Rodney Square North, Wilmington, Delaware 19890. The executive and administrative offices of the Registrant, the Company and CWM are located at 35 North Lake Avenue, Pasadena California 91101, telephone (800) 669 - 2300.
ITEM 3.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - ------- ---------------------------------------------------
Not required pursuant to General Instruction I(2) (c) to Form 10-K.
PART II
ITEM 5.

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS - ------- ---------------------------------------------------------------------
Registrant is a Delaware business trust, 100% of the beneficial interest in which is owned by the Company.
ITEM 6.

ITEM 6. SELECTED FINANCIAL DATA - ------- -----------------------
The financial data presented below should be read in conjunction with the Financial Statements and related notes se forth in Item 8.
ITEM 7.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS - ------ ----------------------------------------------------------------------- OF OPERATIONS - -------------
General - -------
Countrywide Mortgage Trust 1996-1 (the "Trust") is a statutory business trust established under the laws of the State of Delaware by a deposit trust agreement dated as of January 25, 1996, as amended by an amended and restated deposit trust agreement dated as of January 29, 1996 (as so amended and restated, the "Trust Agreement") for the sole purpose of issuing Collateralized Mortgage Obligations, Series 1996-1 (the "Bonds"). The depositor and holder of 100% of the equity interest in the Trust is Countrywide Mortgage Obligations II, Inc. (the "Equity Holder"), a Delaware corporation and wholly owned subsidiary of CWM Mortgage Holdings, Inc. (the "Parent"). a Delaware corporation and publicly traded real estate investment trust ( "REIT"), which intends to operate so as to continue to qualify as a REIT. The owner trustee of the Trust is Wilmington Trust Company. The Bonds and the collateral are described in more detail in the Prospectus Supplement dated January 29, 1996 (the "Prospectus Supplement") previously filed with the Securities and Exchange Commission pursuant to Rule 424 under the Securities Act of 1933.
Following establishment of the Trust, the Equity Holder deposited approximately $154,662,179 of 30-year conventional mortgage loans secured by first liens on one- to four-family residential properties. On January 29, 1996, the Trust issued the Bonds in the aggregate principal amount of $148, 475,500, consisting of $141,129,000 aggregate principal amount of Class A-1 Bonds (the "Class A-1 Bonds) and $7,346,500 aggregate principal amount of Class B-1 Bonds (the "Class B-1 Bonds"), and the net proceeds of the issuance were distributed to the Equity Holder.
The Trust's principal source of earnings is net interest income generated from the Pledged Mortgages that collateralize the Bonds. The amount of net interest earned on these Pledged Mortgages is directly related to the rate of principal payments (including prepayments) of the Pledged Mortgages. The rate of Mortgages may vary significantly over time and may be influenced by a variety of economic, geographic, social and other factors, including changes in mortgagors' net equity in the mortgaged properties and servicing decisions. In general, if prevailing interest rates were to fall significantly below the mortgage rates on the Pledged Mortgages, the Pledged Mortgages could be subject to higher prepayment rates than if prevailing interest rates were to remain at or above the mortgage rates on the Pledged Mortgages. Conversely, if prevailing interest rates were to rise significantly, the rate of prepayments on the Pledged Mortgages would generally be expected to decrease. The rate of prepayments on the Pledged Mortgages also may be affected by the provision in the related mortgage notes providing for the conversion from a fixed mortgage interest rate to an adjustable rate after ten years.
The Trust has incurred certain costs in connection with acquiring its portfolio of mortgage loans and issuing its Bonds payable. These items (purchase premium, deferred bond issuance costs and bond issuance discount) are amortized over the period of repayment of the related asset or liability. As unanticipated prepayments increase, the rate of amortization of these costs increases. This has the effect of decreasing the interest yield from originally anticipated levels. In an increasing interest rate environment, however, the likely decline in prepayment rates tends to maximize the period over which the purchase premium, deferred bond issuance costs and bond issuance discount are amortized. At December 31, 1996 unamortized purchase premium, deferred bond issuance costs and bond issuance discount (premium) amounted to $2.1 million.
Results of Operations 1996 - --------------------------
Net earnings were $207,000 for year ended December 31, 1996. Interest income was $9.5 million for the year ended December 31, 1996. The average aggregate amount of investments in mortgage loans was $146.5 million for the year ended December 31, 1996. Expenses which consisted principally of interest charges on the Bonds
payable, were $9.3 million for the year ended December 31, 1996. Because the Trust did not commence operations until January 1996, comparative financial data for the prior fiscal year cannot be presented.
Liquidity and Capital Resources - -------------------------------
The principal and interest collections from the investments in mortgage loans have been and are expected to continue to be adequate to make payments of principal and interest on the Bonds and to meet administrative expenses incurred in connection therewith.
Inflation - ---------
Interest rates normally increase during periods of high inflation. High levels of interest rates generally will tend to decrease the rate at which existing investments in mortgage loans prepay. A decrease in the rate of prepayments may lengthen the positive net spread between the yield on the investments in mortgage loans pledged to secure the Bonds and the interest cost of the respective Bonds.
Recent Developments - -------------------
Pursuant to an agreement (the "Management Agreement") between CWM and Countrywide Asset Management Corporation ("CAMC"), CAMC provides certain accounting and other managerial services and activities for the Company, under the supervision of CWM's Board of Directors. On January 29, 1997, CWM and CAMC entered into an Agreement and Plan of Merger pursuant to which CAMC will merge with and into CWM. The merger is subject to the satisfaction or waiver of the conditions set forth in the Agreement and Plan of Merger, including the requirement that the merger be approved by the affirmative vote of the holders of a majority of the shares of CWM's common stock. CWM expects the merger to be presented for shareholder approval at its annual meeting of shareholders, currently scheduled for May 1997, but could be presented at a later date.
Consummation of the merger would result in the discontinuance of CAMC and the existing Management Agreement and allow CWM to become a "self-administered" real estate investment trust. Assuming the merger is consummated, it is expected that CWM would perform the accounting and managerial services for the Company currently provided by CAMC pursuant to the Management Agreement.
ITEM 8.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - ------- -------------------------------------------
The information called for by this Item 8 is hereby incorporated by reference to the Registrant's Financial Statements beginning at page of this Form 10-K.
ITEM 9.

ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE - ------- ----------------------------------------------------
None.
PART III
ITEM 10.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT - -------- --------------------------------------------------
Not required pursuant to General Instruction I(2) (c) to Form 10-K.
ITEM 11.

ITEM 11. EXECUTIVE COMPENSATION - -------- ----------------------
Not required pursuant to General Instruction I(2) (c) to Form 10-K.
ITEM 12.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT - -------- --------------------------------------------------------------
Not required pursuant to General Instruction I(2) (c) to Form 10-K.
ITEM 13.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS - -------- ----------------------------------------------
Not required pursuant to General Instruction I(2) (c) to Form 10-K.
ITEM 14.

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K - -------- ---------------------------------------------------------------
(a) (1) and (2) : Financial Statements and Schedules:
The information called for by these sections of Item 14 is set forth in the Index to Financial Statements on page of this Form 10-K.
(3) : Exhibits
Reference is made to the Exhibit Index beginning at page E-1 of this Form 10-K.
(b) : Reports on Form 8-K
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, in the City of Pasadena, State of California, on March 21, 1997.
CWM MORTGAGE TRUST 1996-1
By: /s/ James P. Gross ------------------ James P. Gross Its Authorized Officer
FINANCIAL STATEMENTS AND
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
CWM MORTGAGE TRUST 1996-1 (Beneficial Interest wholly owned by CWM Mortgage Obligations II, Inc.)
December 31, 1996
CWM MORTGAGE TRUST 1996-1 (Beneficial Interest wholly owned by CWM Mortgage Obligation II, Inc.)
December 31, 1996
Page
Report of Independent Certified Public Accountants
Financial Statements
Balance Sheet
Statement of Earnings
Statement of Interest of Equity Holder
Statement of Cash Flows
Notes to Financial Statement
Schedule
Schedule IV - Mortgage Loans on Real Estate
All other schedules have been omitted since the required information is not applicable or not present in amounts sufficient to require submission of the schedules, or because the information required is included in the financial statements or notes thereto.
Report of Independent Certified Public Accountants
Board of Directors and Shareholders CWM Mortgage Trust 1996-1
We have audited the accompanying balance sheet of CWM Mortgage Trust 1996-I (Beneficial interest wholly owned by CWM Mortgage Obligations II, Inc.) as of December 31, 1996 and the related statement of earnings, stockholders' equity, and cash flows for the period from January 25, 1996. 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 audit.
We conducted our audit 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 presentation. We believe that our audit provides 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 CWM Mortgage Trust 1996-1 as of December 31, 1996, and the results of its operations and its cash flows for the period from January 25, 1996 (inception) to December 31, 1996 in conformity with generally accepted accounting principles.
We have also audited Schedule IV of CWM Mortgage Trust 1996-1 as of December 31, 1996. In our opinion, this schedule presents fairly, in all material repects, the information required to be set forth therein.
Grant Thornton LLP Los Angeles, California February 21, 1997
PART I
FINANCIAL INFORMATION
Item I. Financial Statements (in thousands)
CWM Mortgage Trust 1996-1 (Beneficial interest wholly owned by CWM Mortgage Obligations II, Inc.)
BALANCE SHEET
The accompanying notes are an integral part of this statement.
CWM Mortgage Trust 1996-1 (Beneficial interest wholly owned by CWM Mortgage Obligations II, Inc.)
STATEMENTS OF EARNINGS (Unaudited)
The accompanying notes are an integral part of this statement.
CWM Mortgage Trust 1996-I (Beneficial Interest wholly owned by CWM Mortgage Obligations II, Inc.)
STATEMENT OF INTEREST OF EQUITY HOLDER
Period from inception to December 31, 1996
- -------------------------------------------------------------------------------
The accompanying notes are an integral part of this statement.
CWM Mortgage Trust 1996-1 (Beneficial interest wholly owned by CWM Mortgage Obligations II, Inc.)
STATEMENT OF CASH FLOWS
The accompanying notes are an integral part of this statement.
CWM Mortgage Trust 1996-1 (Beneficial interest wholly owned by CWM Mortgage Obligations II, Inc.)
NOTES TO FINANCIAL STATEMENTS December 31, 1996 (Unaudited)
NOTE A - SUMMARY OF ACCOUNTING POLICIES
A summary of the Trust's significant accounting policies applied in the preparation of the accompanying financial statements follows:
1. Basis of Presentation ---------------------
Countrywide Mortgage Trust 1996-1 (the "Trust") is a statutory business trust established under the laws of the State of Delaware by a deposit trust agreement dated as of January 25, 1996, as amended by an amended and restated deposit trust agreement dated as of January 29, 1996 (as so amended and restated. The "Trust Agreement") for the sole purpose of issuing Collateralized Mortgage Obligations, Series 1996-1 (the "bonds payable"). The depositor and holder of 100% of the equity interest in the Trust is CWM Mortgage Obligations II, Inc. (the "Equity Holder"), a Delaware corporation and a wholly owned subsidiary of CWM Mortgage Holdings, Inc. (the "Parent"), a Delaware corporation and publicly traded real estate investment trust ("REIT"), which intends to operate so as to continue to qualify as a REIT. The owner trustee of the Trust is Wilmington Trust Company. The bonds payable were offered pursuant to a Prospectus Supplement, dated January 29, 1996, previously filed with the Securities and Exchange Commission pursuant to Rule 424 under the Securities Act of 1933, as amended.
2. Income Taxes ------------
Because 100% of the equity interest in the Trust is owned by CWM Mortgage Obligations II, Inc., the Trust is not subject to taxation on its earnings.
3. Investments in Mortgage Loans -----------------------------
Investments in mortgage loans consist of mortgage loans carried at their outstanding principal balances net of unamortized purchase discounts or plus unamortized purchase premiums.
4. Bonds Payable and Deferred Bond Issuance Costs ----------------------------------------------
Bonds payable consist of collateralized mortgage obligations carried at their outstanding principal balances net of unamortized original issue discounts or plus unamortized premiums. Bond issuance costs have been deferred and are amortized to expense over the estimated life of the bonds payable using the straight-line method with effect given to principal reductions.
5. Revenue Recognition -------------------
Interest is recognized as revenue when earned according to the terms of the mortgage loans and when, in the opinion of management, it is collectable. Purchase discounts and premiums for mortgage loans pledged as collateral for bonds payable are amortized to interest income over the estimated life of the mortgage loans using the interest method with effect given to principal reductions. Bonds payable discounts or premiums are amortized to interest expense using the interest method with effect given to principal reductions.
NOTE B - INVESTMENTS IN MORTGAGE LOANS
Investments in mortgage loans consist of 30-year conventional mortgage loans secured by first liens on one-to four-family residential properties, which mortgage loans are pledged as collateral for bonds payable. These mortgage loans amounted to $136.4 million at December 31, 1996, and have interest rates generally ranging from 5.875% to 11.5% and maturity dates ranging from December 1, 2013 to March 1,2025.
Mortgage loans are collateralized by first liens (enforceable through foreclosure proceedings) on one-to four-family residential real estate, with the largest concentration in California. The Company's policy is to acquire loans for which individual mortgagors are required to maintain private mortgage insurance policies whenever the initial loan-to-value ratio exceeds 80%.
NOTE C - BONDS PAYABLE
Bonds Payable consist of collateralized mortgage obligations which are secured by a pledge of whole mortgage loans. As required by the indenture relating to the bonds payable, the pledged collateral is in the custody of the trustee. The trustee collects principal and interest payments on the underlying collateral and makes corresponding principal and interest payments on the bonds payable to the bondholders. The separate assets of the Trust, included in the consolidated financial statements of the Parent, substantially all of which collateralize the bonds payable, are generally not available for the satisfaction of the creditors of the Equity Holder or the Parent.
The bonds payable consist of two classes which are retired upon stated maturity, except in certain circumstances related to optional redemption of the bonds by the issuer, with the classes generally receiving principal payments pro rata until they are paid in full. The retirement of the bonds payable will occur monthly to the extent that principal and interest received from the series' collateral exceeds the required interest payments for that series. This retirement will likely occur before the stated maturities noted below, but the specific timing of the periodic retirements is undeterminable. Interest is payable monthly for both classes.
As of December 31, 1996, bonds payable have an outstanding balance of $130.8 million, a weighted average interest rate of 6.46%, and stated maturity dates of March 25, 2025.
NOTE D - RELATED PARTY TRANSACTIONS
The Equity Holder has entered into a servicing agreement appointing the Parent as master servicer of the bonds payable. Net master servicing fees paid to the Parent under such agreement were $183,000 in 1996. The Parent has entered into a subservicing agreement appointing its affiliate, Independent National Mortgage Corporation ("Indy Mac"), as subservicer of the bonds payable. Net subservicing fees paid to Indy Mac under such agreement were $37,000 in 1996.
NOTE E - ESTIMATES
In preparing financial statements in conformity with GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and revenues and expenses during the reporting period. Actual results could differ from those estimates.
NOTE F - FAIR VALUE
The estimated Fair value of the CMO collateral and bonds payable totaled $129.0 million and $130.7 million, respectively. The estimated fair value amounts have been determined by using available market information and valuation methodologies which the Company believes are appropriate under the circumstances. These estimates are inherently subjective in nature and involve matters of significant uncertainty and judgment to interpret relevant market and other data. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts. Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Company could realize in a current market exchange.
CWM MORTGAGE HOLDINGS, INC. AND SUBSIDIARIES
SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
(DOLLAR AMOUNTS IN THOUSANDS) DECEMBER 31, 1996
(1) All mortgage loans purchased have been acquired from the Parent which in turn acquired such mortgage loans from an affiliate. Information with respect to the geographic breakdown of first mortgages on one-to four-family residential housing as of December 31, 1996 is as follows: California: 54%, Maryland: 9%, Virginia: 16%, Washington: 4% and 22 remaining states, and the District of Columbia which comprise the balance of 17% (with no one concentration comprising 3% or more).
(2) The original principal balances of all mortgage loans at the time of their pledge as collateral for CMO issuances was as follows: up to $50,000, 4 loans with a principal balance totaling $166,017; in excess of
(3) The aggregate cost for federal income tax purposes is the same as the carrying amount of mortgages.
(4) Balance at beginning of period $ 0
Mortgage loans acquired 154,662 -------- 154,662 Deductions: Collections of principal 15,677 Amortization of premium and discount 2,307 17,984 ----- --------
Balance at close of period $136,678 ========
EXHIBIT INDEX -------------
Exhibit No. Description - ----------- -----------
1.1 Underwriting Agreement, dated January 29,1996, between CWM Mortgage Obligations II, Inc. (the "Company"), CWM Mortgage Holdings, Inc. ("CWM") and Greenwich Capital Markets, Inc. (incorporated by reference to Exhibit 2 to the Company's Form 8-K filed with the Securities and Exchange Commission (the "SEC") on February 12, 1996).
4.1 Indenture, dated as of January 1, 1996, between CWM Mortgage Trust 1996-1 (the "1996-1 Trust") and State Street Bank and Trust Company as Trustee ("State Street") (incorporated by reference to Exhibit 1 to the Company's Form 8-K filed with the Securities and Exchange Commission (the "SEC") on February 12, 1996).
10.1 Deposit Trust Agreement, dated as of January 29, 1996, between the Company and Wilmington Trust Company, as Owner Trustee of the 1996-1 Trust (incorporated by reference to Exhibit 3 to the Company's Form 8-K filed with the SEC on February 12, 1996).
10.2 Management Agreement, dated as of January 29,1996, between Wilmington Trust Company, as Owner Trustee of the 1996-1 Trust, and CWM (incorporated by reference to Exhibit 5 to the Company's Form 8-K filed with the SEC on February 12, 1996).
10.3 Master Servicing Agreement, dated as of January 1, 1996, among the 1996-1 Trust, State Street and CWM (incorporated by reference to Exhibit 4 to the Company's Form 8-K filed with the SEC on February 12, 1996).
27 Financial Data Schedule
E-1