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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 June 30, 1997
Commission File Number 33-17232
ASSET BACKED SECURITIES CORPORATION
-----------------------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 13-3354848
- ---------------------------------------------- ------------------------------------
(State or other jurisdiction of incorporation) (I.R.S. Employer Identification No.)
</TABLE>
11 Madison Avenue, New York, New York 10010
- ---------------------------------------- -----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 212-325-1811
------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:
1,000 shares of common stock
outstanding as of August 8, 1997
<PAGE>
ASSET BACKED SECURITIES CORPORATION
INDEX
<TABLE>
<CAPTION>
Page
Number
PART I FINANCIAL INFORMATION ------
<S> <C> <C> <C>
Item 1. Financial Statements
Statements of Financial Condition as of June 30, 1997
and December 31, 1996 3
Statements of Operations for the Six Months Ended
June 30, 1997 and 1996 4
Statements of Cash Flows for the Six Months Ended
June 30, 1997 and 1996 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
SIGNATURE 9
INDEX TO EXHIBITS 10
</TABLE>
Page 2
<PAGE>
ASSET BACKED SECURITIES CORPORATION
STATEMENTS OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
June 30, December 31,
1997 1996
----------- -------------
(unaudited)
(in thousands, except par value and share data)
<S> <C> <C>
Assets:
Cash $ 1 $ 1
Receivable from Credit Suisse First Boston Management
Corporation 18 18
----------- -----------
Total Assets $ 19 $ 19
=========== ===========
Liabilities and Stockholder's Equity:
Accrued expenses $ - $ -
----------- -----------
Total Liabilities - -
----------- -----------
Stockholder's Equity:
Common stock and paid in capital,
$1 par value (authorized 10,000 shares; 1,000
issued and outstanding at
June 30, 1997 and December 31,1996) 19 19
----------- -----------
Total Liabilities and Stockholder's Equity $ 19 $ 19
=========== ===========
</TABLE>
See Notes to Financial Statements.
Page 3
<PAGE>
ASSET BACKED SECURITIES CORPORATION
STATEMENTS OF OPERATIONS
(unaudited)
<TABLE>
<CAPTION>
Six Months Six Months
Ended Ended
June 30, 1997 June 30, 1996
--------------------- ------------------------
(in thousands)
<S> <C> <C>
Revenues:
Commitment fee and miscellaneous income $ - $ -
--------------------- ------------------------
- -
--------------------- ------------------------
Expenses:
General and administrative expenses - -
--------------------- ------------------------
- -
--------------------- ------------------------
Loss from operations before income tax
benefit - -
--------------------- ------------------------
Income tax benefit - -
--------------------- ------------------------
Net loss $ - $ -
===================== ========================
</TABLE>
See Notes to Financial Statements.
Page 4
<PAGE>
ASSET BACKED SECURITIES CORPORATION
STATEMENTS OF CASH FLOWS
(unaudited)
<TABLE>
<CAPTION>
Six Months Six Months
Ended Ended
June 30, 1997 June 30, 1996
-------------------------- ------------------------
(in thousands)
<S> <C> <C>
Cash Flows From Operating Activities:
Net loss $ - $ -
Adjustments to reconcile net loss
to net cash provided by (used for)
operating activities:
Increase (decrease) in accrued expenses - -
Decrease in receivable from Credit Suisse First Boston
Management Corporation - 1,200
----------------------- ------------------------
Net Cash Provided by Operating Activities - 1,200
----------------------- ------------------------
Cash Flows From Financing Activities:
Net proceeds from (payments for):
Dividends paid - (1,200)
----------------------- ------------------------
Net Cash Used for Financing Activities - (1,200)
----------------------- ------------------------
Net increase (decrease) in cash - -
Cash at beginning of period 1 1
----------------------- ------------------------
Cash at end of period $ 1 $ 1
======================= ========================
</TABLE>
See Notes to Financial Statements
Page 5
<PAGE>
ASSET BACKED SECURITIES CORPORATION
NOTES TO FINANCIAL STATEMENTS
(unaudited)
1. Description of Business
Asset Backed Securities Corporation (the "Company"), is a wholly owned
subsidiary of Collateralized Mortgage Securities Corporation, which is a
wholly owned subsidiary of Credit Suisse First Boston Management
Corporation ("FBSC"). FBSC 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 forth in Note
2 to the Company's December 31, 1996 Financial Statements contained in the
Company's 1996 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 asset backed obligations (the "Notes") and acquiring,
owning, holding and pledging automotive receivables, (ii) conveying
or transferring all or any portion of the Company's rights, title
or interest in the Notes to various entities including trusts and
(iii) creating, acquiring, owning and selling residual interest in
such activities.
Results of Operations
For the six months ended June 30, 1997 and 1996, the Company had no
substantive transactions.
General and administrative expenses include management fees,
professional fees and other expenses.
Liquidity and Capital Resources
The Company utilizes FBSC to facilitate the settlement of all cash
transactions and maintains all excess cash with FBSC. Such cash is
available from FBSC on demand and does not earn interest.
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
None.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
Restated Certificate of Incorporation of Asset Backed
Securities Corporation (incorporated by reference to
Exhibit 3.1 of the Company's Current Report on Form 8-K
filed with the Securities and Exchange Commission on March
19, 1987).
By-Laws of Asset Backed Securities Corporation
(incorporated by reference to Exhibit 3.2 of the Company's
Current Report on Form 8-K filed with the Securities and
Exchange Commission on March 19, 1987).
Indenture, dated as of October 30, 1986, between Asset
Backed Securities Corporation and State Street Bank and
Trust Company, the Trustee (incorporated by reference to
Exhibit 2 of the Company's Current Report on Form 8-K
filed with the Securities and Exchange Commission on March
19, 1987).
(b) Reports on Form 8-K
None.
Page 8
<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.
Asset Backed
Securities Corporation
By: THOMAS M. ZINGALLI
--------------------------------
Thomas M. Zingalli
Controller and Principal
Accounting Officer
(Duly Authorized Officer and
Principal Accounting Officer)
Dated: August 8, 1997
Page 9
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit Page
- ------ ---------------------- ----
<S> <C> <C>
2 Indenture, dated as of October 30, 1986, between Asset Backed
Securities Corporation and State Street Bank and Trust Company,
the Trustee. *
3.1 Restated Certificate of Incorporation of Asset Backed Securities
Corporation. *
3.2 By-Laws of Asset Backed Securities Corporation. *
</TABLE>
* Incorporated by reference to the same Exhibits in the Current Report on Form
8-K filed with the Securities and Exchange Commission on March 19, 1987.
Page 10
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<CASH> 1
<SECURITIES> 0
<RECEIVABLES> 18
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 19
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 19
<CURRENT-LIABILITIES> 0
<BONDS> 0
<COMMON> 1
0
0
<OTHER-SE> 18
<TOTAL-LIABILITY-AND-EQUITY> 19
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
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