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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended September 30, 1999
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 (I.R.S. Employer Identification No.)
incorporation)
11 MADISON AVENUE, NEW YORK, NEW YORK 10010
- --------------------------------------- ---------------------------
(Address of principal executive offices) (Zip Code)
212-325-1811
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Registrant's telephone number, including area code
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 November 8, 1999
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ASSET BACKED SECURITIES CORPORATION
INDEX
Page
NUMBER
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PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Statements of Financial Condition as of September 30, 1999
and December 31, 1998 3
Statements of Operations for the Nine Months Ended
September 30, 1999 and 1998 4
Statements of Cash Flows for the Nine Months Ended
September 30, 1999 and 1998 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 11
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ASSET BACKED SECURITIES CORPORATION
STATEMENTS OF FINANCIAL CONDITION
September 30, December 31,
1999 1998
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(unaudited)
(in thousands, except par value and share data)
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Assets:
Cash $ 1 $ 1
Receivable from Credit Suisse First Boston
Management Corporation 18 18
-------- --------
Total Assets $ 19 $ 19
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Liabilities and Stockholder's Equity:
Total Liabilities $ -- $ --
-------- --------
Stockholder's Equity:
Common stock and paid in capital,
$1 par value (authorized 10,000 shares;
1,000 issued and outstanding at
September 30, 1999 and December 31,1998) 19 19
-------- --------
Total Liabilities and Stockholder's Equity $ 19 $ 19
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See Accompanying Notes to Financial Statements.
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ASSET BACKED SECURITIES CORPORATION
STATEMENTS OF OPERATIONS
(unaudited)
Nine Months Nine Months
Ended Ended
September 30, 1999 September 30, 1998
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(in thousands)
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Revenues: $ - $ -
----------------- -----------------
- -
----------------- -----------------
Expenses: - -
----------------- -----------------
- -
----------------- -----------------
Income from operations before income tax
expense - -
----------------- -----------------
Income tax expense - -
----------------- -----------------
Net income $ - $ -
================= =================
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See Accompanying Notes to Financial Statements.
Page 4
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ASSET BACKED SECURITIES CORPORATION
STATEMENTS OF CASH FLOWS
(unaudited)
Nine Months Nine Months
Ended Ended
September 30, 1999 September 30, 1998
----------------- ----------------
(in thousands)
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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
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See Accompanying Notes to Financial Statements
Page 5
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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, 1998 Financial Statements contained in
the Company's 1998 Form 10-K.
Page 6
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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 nine months ended September 30, 1999 and 1998, the Company
generated no profit or loss.
LIQUIDITY AND CAPITAL RESOURCES
On March 25, 1999, Asset Backed Securities Corporation sold
$127,400,000, aggregate principal amount, of asset backed
obligations collateralized by a pool of non-prime retail automobile
loans purchased from Triad Financial Corporation. The principal and
interest on the asset backed obligations has been insured by
Financial Security Assurance Inc. The retail automobile loans are
secured by new and used automobiles and light-duty trucks and are
serviced by Triad Financial Corporation. Asset Backed Securities
Corporation purchased the retail automobile loans simultaneously
with the issuance of the asset backed obligations.
On July 21, 1999, Asset Backed Securities Corporation sold
$929,115,465, aggregate principal amount, of asset backed
obligations collateralized by a pool of sub-prime home equity
loans purchased from Long Beach Mortgage Company and WMC Mortgage
Corporation. It also created "NIMs" trusts on the same date
pursuant to three deposit trust agreements and transferred
certain retained interests in the loans to those trusts. The
principal and interest on $873,250,000 of the asset backed
obligations have been insured by MBIA Insurance Corporation. The
home equity loans are secured by first lien deeds of trust or
mortgages on one to four family residential properties and are
serviced by Long Beach Mortgage Company. Asset Backed Securities
Corporation purchased the home equity loans simultaneously with
the issuance of the asset backed obligations.
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
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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:
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ITEMS REPORTED FINANCIAL STATEMENTS FILED DATE OF FILING
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Items 5&7. Other Events and
Financial Statements and Exhibits Not Applicable July 2, 1999
Items 5&7. Other Events and
Financial Statements and Exhibits Not Applicable July 19, 1999
Items 5&7. Other Events and
Financial Statements and Exhibits Not Applicable July 20, 1999
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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
Controller and Principal
Accounting Officer
(Duly Authorized Officer and
Principal Accounting Officer)
Dated: November 8, 1999
Page 9
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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: November 8, 1999
Page 10
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT PAGE
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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. *
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* 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
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<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> SEP-30-1999
<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
0
0
<COMMON> 1
<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-BASIC> 0
<EPS-DILUTED> 0
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