SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form l0-Q
[ ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended _________________
or
[X] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from July 1, 1999 to November 26, 1999
------------ -----------------
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 at November 26, 1999
(Unaudited) and June 30, 1999
Statements of Operations (Unaudited) for the
five-months ended November 26, 1999 and November 27, 1998.
Statements of Cash Flows (Unaudited) for the five-months ended
November 26, 1999 and November 27, 1998.
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
<CAPTION>
November 26, June 30,
1999 1999
----------------- -----------------
(Unaudited)
<S> <C> <C>
Assets
Receivable from affiliates $ 31,678 $ 31,678
Deferred costs 761,265 526,715
----------------- -----------------
Total Assets $ 792,943 $ 558,393
================= =================
Liabilities
Payable to affiliate $ 757,661 $ 523,586
----------------- -----------------
Total Liabilities 757,661 523,586
Stockholder's Equity
Common stock, $1,000 par value;
100 shares authorized, 1 share issued and
outstanding; 1,000 1,000
Retained earnings 34,282 33,807
----------------- -----------------
Total Stockholder's Equity 35,282 34,807
----------------- -----------------
Total Liabilities and Stockholder's Equity $ 792,943 $ 558,393
================= =================
See Notes to Financial Statements.
</TABLE>
<PAGE>
BEAR STEARNS ASSET BACKED SECURITIES, INC.
STATEMENTS OF OPERATIONS
(Unaudited)
Five-Months Ended
---------------------------------------
November 26, November 27,
1999 1998
---------------- ----------------
Revenues
Interest income $ 5,217 $ -
---------------- ----------------
Total revenues 5,217 -
---------------- ----------------
Expenses
Other 4,380 3,705
---------------- ----------------
Total expenses 4,380 3,705
---------------- ----------------
Income (Loss) before income tax
expense (benefit) 837 (3,705)
Income tax expense (benefit) 362 (1,613)
---------------- ----------------
Net income (loss) $ 475 $ (2,092)
================ ================
See Notes to Financial Statements.
<PAGE>
BEAR STEARNS ASSET BACKED SECURITIES, INC.
STATEMENTS OF CASH FLOWS
(Unaudited)
Five-Months Ended
---------------------------------------
November 26, November 27,
1999 1998
-------------- ------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ 475 $ (2,092)
(Increase) decrease in:
Deferred costs (234,550) (132,751)
Receivable from affiliates - 17
-------------- ------------
Cash used in operating activities (234,075) (134,826)
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in payable to affiliate 234,075 134,826
-------------- -----------
Cash provided by financing activities 234,075 134,826
CASH AND CASH EQUIVALENTS,
BEGINNING OF YEAR - -
-------------- ------------
CASH AND CASH EQUIVALENTS,
END OF YEAR $ - $ -
============== ============
See Notes to Financial Statements.
<PAGE>
BEAR STEARNS ASSET BACKED SECURITIES, INC.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
Note 1. Organization
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 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, as announced in its Form 8-K filed on January 21, 2000. The
five-month period ended November 26, 1999 is the Company's "Transition Period."
This Transition Report on Form 10-Q presents results of the Company's operations
for the five-month periods ended November 26, 1999 and November 27, 1998.
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 net income for the five-months ended November 26, 1999 of $475
and a net loss for the five-months ended November 27, 1998 of $2,092.
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 November 26, 1999, 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 $74.0 million of which
approximately $11.0 million in hardware and software has been capitalized. The
Parent's total remaining Year 2000 project cost as of November 26, 1999 is
estimated at approximately $4.0 million.
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 five-month period, the Company filed the following current reports on
form 8-K:
(i) A Current Report on Form 8-K dated July 21, 1999 and filed on July 26, 1999,
pertaining to the filing of computational materials in connection with the
proposed offering of Bear Stearns Asset Backed Securities, Inc., Asset-Backed
Certificates, Series 1999-1.
(ii) A Current Report on Form 8-K dated and filed on July 30, 1999, pertaining
to the filing of an opinion with counsel in connection with the proposed
offering of Bear Stearns Asset Backed Securities, Inc., Asset-Backed
Certificates, Series 1999-1.
(iii) A Current Report on Form 8-K dated July 30, 1999 and filed on August 16,
1999, pertaining to filing of Pooling and Servicing Agreement among the Company,
Countrywide Home Loans, Inc. and the Bank of New York.
(iv) A Current Report on Form 8-K dated and filed on September 23, 1999,
pertaining to the filing of computational materials in connection with the
proposed offering of GMACM Loan Trust 1999-HLTV1 Loan-Backed Term Notes, Series
1999-HLTV1.
(v) A Current Report on Form 8-K dated September 23, 1999 and filed on September
24, 1999 pertaining to filing a prospectus and prospectus supplement with the
Securities and Exchange Commission relating to its Mortgage Loan Trust, Series
RASC 1999-RS3, Mortgage Asset-Backed Pass-Through Certificates, Series 1999-RS3.
(vi) A Current Report on Form 8-K dated September 23, 1999 and filed on
September 24, 1999 pertaining to filing a prospectus and prospectus supplement
with the Securities and Exchange Commission relating to its GMACM Loan Trust,
1999-HLTV1, GMACM Loan-Backed Term Notes, Series 1999-HLTV1.
(vii) A Current Report on Form 8-K dated September 23, 1999 and filed on
September 24, 1999, pertaining to the Form T-1 Statement of Eligibility under
the Trust Indenture Act of 1939, as amended.
(viii) A Current Report on Form 8-K dated on September 23, 1999 and filed on
September 27, 1999 pertaining to filing a prospectus and prospectus supplement
with the Securities and Exchange Commission relating to its Mortgage Loan Trust,
Series RASC 1999-RS3, Mortgage Asset-Backed Pass-Through Certificates, Series
1999-RS3.
(ix) A Current Report on Form 8-K dated and filed on September 27, 1999
pertaining to filing of computational materials in connection with the proposed
offering of Mortgage Loan Trust, Series RASC 1999-RS3, Mortgage Asset-Backed
Pass-Through Certificates, Series 1999-RS3.
(x) A Current Report on Form 8-K dated September 27, 1999 and filed on October
14, 1999, pertaining to filing of Pooling and Servicing Agreement among the
Company, Residential Funding Corporation and Bank One, National Association.
<PAGE>
(xi) A Current Report on Form 8-K dated and filed on October 15, 1999 pertaining
to filing of computational materials in connection with the proposed offering of
Bear Stearns Asset-Backed Securities, Inc., Asset-Backed Certificates, Series
1999-2.
(xii) A Current Report on Form 8-K dated October 27, 1999 and filed on October
28, 1999, pertaining to the filing of computational materials in connection with
the proposed offering of GMACM Home Equity Loan Trust 1999-2 Loan-Backed Term
Notes, Series 1999-2.
(xiii) A Current Report on Form 8-K dated April 25, 1999 and filed on November
1, 1999, pertaining to the filing of United National Home Loan Owner Trust
1999-1 Monthly Statement: Payment Date: 4/26/99, Revised 9/25/99.
(xiv) A Current Report on Form 8-K dated May 25, 1999 and filed on November 1,
1999, pertaining to the filing of United National Home Loan Owner Trust 1999-1
Monthly Statement: Payment Date: 5/25/99, Revised 9/25/99.
(xv) A Current Report on Form 8-K dated June 25, 1999 and filed on November 1,
1999, pertaining to the filing of United National Home Loan Owner Trust 1999-1
Monthly Statement: Payment Date: 6/25/99, Revised 9/25/99.
(xvi) A Current Report on Form 8-K dated July 25, 1999 and filed on November 1,
1999, pertaining to the filing of United National Home Loan Owner Trust 1999-1
Monthly Statement: Payment Date: 7/26/99, Revised 9/25/99.
(xvii) A Current Report on Form 8-K dated August 25, 1999 and filed on November
1, 1999, pertaining to the filing of United National Home Loan Owner Trust
1999-1 Monthly Statement: Payment Date: 8/25/99.
(xviii) A Current Report on Form 8-K dated September 25, 1999 and filed on
November 1, 1999, pertaining to the filing of United National Home Loan Owner
Trust 1999-1 Monthly Statement: Payment Date: 9/27/99.
(xix) A Current Report on Form 8-K dated October 25, 1999 and filed on November
1, 1999, pertaining to the filing of United National Home Loan Owner Trust
1999-1 Monthly Statement: Payment Date: 10/25/99.
(xx) A Current Report on Form 8-K dated and filed on November 23, 1999
pertaining to filing a prospectus and prospectus supplement with the Securities
and Exchange Commission relating to its Mortgage Loan Trust, Series RASC
1999-RS4, Mortgage Asset-Backed Pass-Through Certificates, Series 1999-RS4.
(xxi) A Current Report on Form 8-K dated and filed on November 24, 1999
pertaining to filing of computational materials in connection with the proposed
offering of Mortgage Loan Trust, Series RASC 1999-RS4, Mortgage Asset-Backed
Pass-Through Certificates, Series 1999-RS4.
<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 3rd day of March, 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 November 26, 1999 and unaudited
Statement of Operations for the five-months ended November 26, 1999, 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> 5-Mos
<FISCAL-YEAR-END> Nov-30-2000
<PERIOD-END> Nov-26-1999
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 31,678
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 792,943
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 1,000
<OTHER-SE> 34,282
<TOTAL-LIABILITY-AND-EQUITY> 792,943
<SALES> 0
<TOTAL-REVENUES> 5,217
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 4,380
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 837
<INCOME-TAX> 362
<INCOME-CONTINUING> 475
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 475
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
