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 February 25, 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.
<PAGE>
BEAR STEARNS ASSET BACKED SECURITIES, INC.
INDEX
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
Statements of Financial Condition (Unaudited) at February 25, 2000
and November 26, 1999.
Statements of Operations (Unaudited)for the three-months ended
February 25, 2000 and February 26, 1999.
Statements of Cash Flows (Unaudited)for the three-months ended
February 25, 2000 and February 26, 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
<PAGE>
<TABLE>
BEAR STEARNS ASSET BACKED SECURITIES, INC.
STATEMENTS OF FINANCIAL CONDITION
(UNAUDITED)
<CAPTION> February 25, November 26,
2000 1999
----------------- -----------------
<S> <C> <C>
Assets
Receivable from affiliates $ 31,678 $ 31,678
Deferred costs 578,918 761,265
----------------- -----------------
Total Assets $ 610,596 $ 792,943
================= =================
Liabilities
Payable to affiliate $ 577,231 $ 757,661
----------------- -----------------
Total Liabilities 577,231 757,661
Stockholder's Equity
Common stock, $1,000 par value;
100 shares authorized, 1 share issued and
outstanding; 1,000 1,000
Retained earnings 32,365 34,282
----------------- -----------------
Total Stockholder's Equity 33,365 35,282
----------------- -----------------
Total Liabilities and Stockholder's Equity $ 610,596 $ 792,943
================= =================
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
BEAR STEARNS ASSET BACKED SECURITIES, INC.
STATEMENTS OF OPERATIONS
(UNAUDITED)
<CAPTION> Three-Months Ended
---------------------------------------
February 25, February 26,
2000 1999
---------------- ----------------
<S> <C> <C>
Expenses
Other $ 3,378 $ 2,982
---------------- ----------------
Total expenses 3,378 2,982
---------------- ----------------
Loss before income tax benefit (3,378) (2,982)
Income tax benefit (1,461) (1,297)
---------------- ----------------
Net loss $ (1,917) $ (1,685)
================ ================
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
BEAR STEARNS ASSET BACKED SECURITIES, INC.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<CAPTION> Three-Months Ended
----------------------------------------
February 25, February 26,
2000 1999
-------------- -------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (1,917) $ (1,685)
Decrease in Deferred costs 182,347 150,010
-------------- -------------
Cash provided by operating activities 180,430 148,325
CASH FLOWS FROM FINANCING ACTIVITIES
Decrease in payable to affiliate (180,430) (148,325)
-------------- -------------
Cash used in financing activities (180,430) (148,325)
CASH AND CASH EQUIVALENTS,
BEGINNING OF YEAR - -
-------------- -------------
CASH AND CASH EQUIVALENTS,
END OF YEAR $ - $ -
============== =============
See Notes to Financial Statements.
</TABLE>
<PAGE>
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.
On January 18, 2000, the Parent's Board of Directors elected to change its
fiscal year end to November 30 from June 30, effective with the year beginning
November 27, 1999. The Company has also elected to change its fiscal year end to
November 30, effective with the year beginning November 27, 1999. This Quarterly
Report on Form 10-Q presents the unaudited results of the Company's operations
for the first fiscal quarter ended February 25, 2000 and for the three-month
period covering November 28, 1998 through February 26, 1999.
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.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The Company's principal business activity is the 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 Securities, Variable Interest Securities, Principal Only
Securities, Interest Only Securities, Participants Securities, Senior Securities
or Subordinate Securities.
The Company had a net loss of $1,917 and $1,685 for the three-months ended
February 25, 2000 and February 26, 1999, respectively.
<PAGE>
Year 2000 Issue
The Year 2000 issue was the result of legacy computer programs having been
written using two digits rather than four digits to define the applicable year
and therefore without consideration of the impact of the upcoming change in the
century. Such programs, unless corrected, may not have been able to accurately
process dates ending in the Year 2000 and thereafter.
Through February 25, 2000, the amounts incurred by the Parent related to the
assessment of, and efforts in connection with, the Year 2000 and the development
and execution of a remediation plan have approximated $78.2 million of which
approximately $11.0 million in hardware and software has been capitalized. The
total remaining Year 2000 project cost as of February 25, 2000 was not material.
Nothing has come to the Parent's attention which would cause it to believe that
its Year 2000 compliance effort was not successful. While the Parent will
continue to monitor for Year 2000 related problems, to date no significant Year
2000 issues have been encountered.
<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
reports on form 8K:
(i) A Current Report on Form 8-K dated November 25, 1999 and
filed on November 30, 1999, pertaining to the filing of
United National Home Loan Owner Trust 1999-1 Monthly
Statement: Payment Date: 11/26/99.
(ii) A Current Report on Form 8-K dated December 2, 1999 and
filed on December 3, 1999 pertaining to filing of
computational materials in connection with the proposed
offering of the Irwin Home Equity Loan Trust 1999-3 Home
Equity Loan-Backed Term Notes, Series 1999-3.
(iii) A Current Report on Form 8-K dated November 24, 1999
and filed on December 13, 1999, pertaining to filing of
Pooling and Servicing Agreement among the Company,
Residential Funding Corporation, and Bank One, National
Association.
(iv) A Current Report on Form 8-K dated December 6, 1999 and
filed on December 15, 1999 pertaining to filing a prospectus
and prospectus supplement with the Securities and Exchange
Commission relating to the Irwin Home Equity Loan Trust
1999-3 Home Equity Loan-Backed Term Notes, Series 1999-3.
(v) A Current Report on Form 8-K dated December 6, 1999, and
filed on December 15, 1999, pertaining to the Form T-1
Statement of Eligibility under the Trust Indenture Act of
1939, as amended.
(vi) A Current Report on Form 8-K dated December 25, 1999
and filed on December 30, 1999, pertaining to the filing of
United National Home Loan Owner Trust 1999-1 Monthly
Statement: Payment Date: 12/27/99.
(vii) A Current Report on Form 8-K dated and filed on
January 25, 2000 pertaining to filing of computational
materials in connection with the proposed offering of the
Home Equity Loan Trust 2000-1.
<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 6th day of April, 2000.
Bear Stearns Asset Backed Securities, Inc.
(Registrant)
By: /s/ Samuel L. Molinaro Jr.
Samuel L. Molinaro Jr.
Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This Schedule contains summary financial information extracted from the
unaudited Statement of Financial Condition at February 25, 2000 and unaudited
Statement of Operations for the three-months ended February 25, 2000, which are
contained in the body of the accompanying Form 10-Q and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 3-Mos
<FISCAL-YEAR-END> Nov-30-2000
<PERIOD-END> Feb-25-2000
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 31,678
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 610,596
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 1,000
<OTHER-SE> 32,365
<TOTAL-LIABILITY-AND-EQUITY> 610,596
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 3,378
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (3,378)
<INCOME-TAX> (1,461)
<INCOME-CONTINUING> (1,917)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,917)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
