SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form l0-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended May 26, 2000
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 33-93574
Bear Stearns Asset Backed Securities, Inc.
(Exact name of registrant as specified in its charter)
Delaware 13-3836437
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
245 Park Avenue
New York, New York 10167
(212) 272-2000
(Address, including Zip Code, and Telephone Number,
including Area Code, of Registrant's Principal Executive Offices)
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 twelve 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
THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION H(1)(a) AND
(b) OF FORM 10-Q AND THEREFORE IS FILING THIS FORM WITH THE REDUCED DISCLOSURE
FORMAT CONTEMPLATED THEREBY.
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BEAR STEARNS ASSET BACKED SECURITIES, INC.
INDEX
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
Statements of Financial Condition (Unaudited) at May 26, 2000
and November 26, 1999.
Statements of Operations (Unaudited) for the
three-months ended May 26, 2000 and May 28, 1999 and for
the six-months ended May 26, 2000 and May 28, 1999.
Statements of Cash Flows (Unaudited) for the six-months ended
May 26, 2000 and May 28, 1999.
Notes to Financial Statements (Unaudited)
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Part II. OTHER INFORMATION
Item 1. Legal Proceedings
Item 6. Exhibits and Reports on Form 8-K
Signature
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<TABLE>
BEAR STEARNS ASSET BACKED SECURITIES, INC.
STATEMENTS OF FINANCIAL CONDITION
(UNAUDITED)
<CAPTION>
May 26, November 26,
2000 1999
----------------- -----------------
<S> <C> <C>
Assets
Receivable from affiliates $ 31,647 $ 31,678
Deferred costs 578,918 761,265
----------------- -----------------
Total Assets $ 610,565 $ 792,943
================= =================
Liabilities
Payable to affiliate $ 579,141 $ 757,661
----------------- -----------------
Total Liabilities 579,141 757,661
Stockholder's Equity
Common stock, $1,000 par value;
100 shares authorized, 1 share issued and
outstanding; 1,000 1,000
Retained earnings 30,424 34,282
----------------- -----------------
Total Stockholder's Equity 31,424 35,282
----------------- -----------------
Total Liabilities and Stockholder's Equity $ 610,565 $ 792,943
================= =================
See Notes to Financial Statements.
</TABLE>
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<TABLE>
BEAR STEARNS ASSET BACKED SECURITIES, INC.
STATEMENTS OF OPERATIONS
(UNAUDITED)
<CAPTION>
Three-Months Ended Six-Months Ended
------------------------------------- -------------------------------------
<S> <C> <C> <C> <C>
May 26, May 28, May 26, May 28,
2000 1999 2000 1999
-------------- --------------- -------------- ---------------
Expenses $ 3,422 $ 2,390 $ 6,800 $ 5,372
-------------- --------------- -------------- ---------------
Loss before income tax benefit 3,422 2,390 6,800 5,372
Income tax benefit (1,481) (1,041) (2,942) (2,338)
-------------- --------------- -------------- ---------------
Net loss $ 1,941 $ 1,349 $ 3,858 $ 3,034
============== =============== ============== ===============
See Notes to Financial Statements.
</TABLE>
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<TABLE>
BEAR STEARNS ASSET BACKED SECURITIES, INC.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<CAPTION>
Six-Months Ended
----------------------------------------
May 26, May 28,
2000 1999
<S> <C> <C>
-------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ 3,858 $ 3,034
Decrease in deferred costs 182,347 255,752
-------------- -------------
Cash provided by operating activities 178,489 252,718
-------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES
Decrease in payable to affiliate (178,520) (252,718)
Decrease in receivable from affiliates 31 -
-------------- -------------
Cash used in financing activities (178,489) (252,718)
-------------- -------------
CASH AND CASH EQUIVALENTS,
BEGINNING OF YEAR - -
-------------- -------------
CASH AND CASH EQUIVALENTS,
END OF YEAR $ - $ -
============== =============
See Notes to Financial Statements.
</TABLE>
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BEAR STEARNS ASSET BACKED SECURITIES, INC.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
Note 1. Organization and Basis of Presentation
Bear Stearns Asset Backed Securities, Inc. (the "Company") was organized by, and
is a direct wholly owned limited purpose finance subsidiary of, The Bear Stearns
Companies Inc. (the "Parent"). The Company was incorporated in the State of
Delaware on June 2, 1995.
The Company was formed solely for the purpose of issuing directly or through
trusts established by it, in series, debt securities that are secured or
collateralized by one or more pools of Compound Interest Securities, Planned
Amortization Class ("PAC") Securities, Variable Interest Securities, Zero Coupon
Securities, Principal Only Securities, Interest Only Securities, Participants
Securities, Senior Securities or Subordinate Securities.
The financial statements are prepared in conformity with generally accepted
accounting principles which require management to make estimates and assumptions
that affect the amounts reported in the consolidated financial statements and
accompanying notes. Actual results could differ from those estimates.
Note 2. Deferred Costs
Deferred costs represent fees paid by the Company related to the filing of a
shelf registration statement for asset-backed securities. These deferred costs
are expensed as the shelf is utilized by the Company or reduced as these costs
are reimbursed to the Company when the shelf is utilized by affiliates or
others.
Note 3. Related Party Transactions
The Company is included in the consolidated federal and combined state and local
income tax returns of the Parent. Income taxes are computed on a separate
company basis. The Company is not charged, nor does it receive, interest on
intercompany balances.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The Company's principal business activity is the issuance, directly or through
trusts established by it, debt securities that are secured or collateralized by
one or more pools of Compound Interest Securities, Planned Amortization Class
Securities, Variable Interest Securities, Principal Only Securities, Interest
Only Securities, Participants Securities, Senior Securities or Subordinate
Securities.
The Company had a net loss of $1,941 and $1,349 for the three-months ended May
26, 2000 and May 28, 1999, respectively. The Company had a net loss of $3,858
and $3,034 for the six-months ended May 26, 2000 and May 28, 1999, respectively.
<PAGE>
Part II. OTHER INFORMATION
Item 1. Legal Proceedings
No legal proceedings are pending.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
(27) Financial Data Schedule
(b) Reports on Form 8-K
During the quarter, the Company filed the following current
report on Form 8-K/A:
(i) A Current Report on Form 8-K/A dated and filed on March
10, 2000, pertaining to the filing of Amendment No. 1 to a
Pooling and Servicing Agreement among the Company,
Residential Funding Corporation and Bank One, National
Association dated November 1, 1999.
<PAGE>
SIGNATURE
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, on
the 10th day of July, 2000.
Bear Stearns Asset Backed Securities, Inc.
(Registrant)
By: /s/ Samuel L. Molinaro Jr.
Samuel L. Molinaro Jr.
Chief Financial Officer
