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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, 1998
Commission File Number 33-17232
ASSET BACKED SECURITIES CORPORATION
-----------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-3354848
- ---------------------------------------------- ------------------
(State or other jurisdiction of incorporation) (I.R.S. Employer
Identification No.)
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 10, 1998
<PAGE>
ASSET BACKED SECURITIES CORPORATION
INDEX
Page
Number
------
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Statements of Financial Condition as of June 30, 1998
and December 31, 1997 3
Statements of Operations for the Six Months Ended
June 30, 1998 and 1997 4
Statements of Cash Flows for the Six Months Ended
June 30, 1998 and 1997 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 9
SIGNATURE 10
INDEX TO EXHIBITS 11
Page 2
<PAGE>
ASSET BACKED SECURITIES CORPORATION
STATEMENTS OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
June 30, December 31,
1998 1997
------ ------
(unaudited)
(in thousands, except par value
and share data)
Assets:
<S> <C> <C>
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, 1998 and December 31,1997) 19 19
------ ------
Total Liabilities and Stockholder's Equity $ 19 $ 19
====== ======
</TABLE>
See Accompanying 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, 1998 June 30, 1997
------------- -------------
(in thousands)
<S> <C> <C>
Revenues:
Commitment fee and miscellaneous income $ -- $ --
------ ------
-- --
------ ------
Expenses:
General and administrative expenses -- --
------ ------
-- --
------ ------
Income from operations before income tax
expense -- --
------ ------
Income tax expense -- --
------ ------
Net income $ -- $ --
====== ======
</TABLE>
See Accompanying 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, 1998 June 30, 1997
------------- -------------
(in thousands)
<S> <C> <C>
Cash Flows From Operating Activities:
Net income $ -- $ --
Adjustments to reconcile net income
to net cash provided by (used for)
operating activities: -- --
------ ------
Net Cash Provided by Operating Activities -- --
------ ------
Net increase in cash -- --
------ ------
Cash at beginning of period 1 1
------ ------
Cash at end of period $ 1 $ 1
====== ======
</TABLE>
See Accompanying 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 set forth in
Note 2 to the Company's December 31, 1997 Financial Statements contained in
the Company's 1997 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, 1998 and 1997, the Company had no
transactions.
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).
Page 8
<PAGE>
Item 6. Exhibits and Reports on Form 8-K (continued)
(b) Reports on Form 8-K:
<TABLE>
<CAPTION>
Financial
Items Reported Statements Filed Date of Filing
-------------- ---------------- --------------
<S> <C> <C> <C>
Item 7. Financial Statements,
Pro Forma Financial
Information and Exhibits Not Applicable June 16, 1998
Items 5&7. Other Events and
Financial Statements
and Exhibits Not Applicable June 24, 1998
Items 5&7. Other Events and
Financial Statements,
Pro Forma Financial
Information and Exhibits Not Applicable June 26, 1998
</TABLE>
Page 9
<PAGE>
SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
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 10, 1998
Page 10
<PAGE>
INDEX TO EXHIBITS
-----------------
Exhibit
Number Description of Exhibit Page
- ------ ---------------------- ----
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. *
* 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 11
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> JUN-30-1998
<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
1
0
<COMMON> 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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