UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1997
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 33-43870
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NYLIFE Strctured Asset Managment Company Ltd.
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(Exact name of registrant as specified in its charter)
Texas 13-3641944
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
51 MADISON AVENUE, NEW YORK, NEW YORK 10010
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 576-6456
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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
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Yes X No
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NYLIFE Structured Asset Management Company Ltd.
INDEX
Page No.
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Part I - Financial Information (Unaudited)
Item 1. Financial Statements
Statement of Financial Position as of
March 31, 1997, and December 31, 1996 3
Statement of Operations and Accumulated
Deficit for the Three and Months Ended
March 31, 1997 and 1996 4
Statement of Changes in Members' Capital for
the Three Months Ended March 31, 1997 and
the Year Ended December 31, 1996 5
Statement of Cash Flows for the Three
Months Ended March 31, 1997 and 1996 6
Notes to the Financial Statements 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 9
Part II - Other Information
Item 6. Exhibits and Reports on Form 8-K 12
Exhibit Index 13-15
Signatures 16
2
NYLIFE STRUCTURED ASSET MANAGEMENT COMPANY LTD.
STATEMENT OF FINANCIAL POSITION
ASSETS
March 31, December 31,
1997 1996
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CURRENT ASSETS (Unaudited)
Cash and cash equivalents $ 7,323,309 $ 7,162,877
Segregated cash and cash equivalents 4,443,738 4,279,050
Monitoring revenue and interest receivables
(net of allowance of $957,397 and $1,066,458, respectively) 1,898,701 2,058,034
Due from WestSec 70,175 24,775
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Total current assets 13,735,923 13,524,736
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Security alarm monitoring contracts held for sale (Note 2) 36,854,420 38,454,921
Debt issuance costs paid to affiliates
(net of accumulated amortization of $4,967,336 and $4,731,684, respectively) 1,386,090 1,621,742
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Total assets $51,976,433 $53,601,399
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LIABILITIES AND MEMBERS' CAPITAL
CURRENT LIABILITIES
Monitoring fees payable $ 734,882 $ 752,722
Accounts payable and accrued liabilities 336,834 332,369
Due to affiliates (Note 3) 183,607 187,460
Unearned revenue 2,780,274 2,772,608
Interest payable (Note 2) 509,396 552,942
Notes payable (Note 2) 3,970,891 3,970,891
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Total current liabilities 8,515,884 8,568,992
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Notes payable (Note 2) 41,937,677 43,741,609
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Total liabilities 50,453,561 52,310,601
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MEMBERS' CAPITAL
Contributed capital 6,000,000 6,000,000
Distributions to members (632,753) (632,753)
Accumulated deficit (3,844,375) (4,076,449)
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Total members' capital 1,522,872 1,290,798
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Total liabilities and members' capital $51,976,433 $53,601,399
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See accompanying notes to the financial statements.
3
NYLIFE STRUCTURED ASSET MANAGEMENT COMPANY LTD.
STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
For the three months ended March 31,
1997 1996
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INCOME (Unaudited) (Unaudited)
Monitoring revenue $ 5,212,013 $ 5,931,216
Interest 91,559 101,049
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Total income 5,303,572 6,032,265
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EXPENSES
Monitoring fees 1,793,626 2,001,986
Interest expense 1,038,813 1,244,648
General and administrative 108,829 88,069
Consulting fees 71,354 71,354
Asset management fee to affiliate 129,261 145,483
Equity return fee to affiliate 54,346 54,346
Bad debt expense 87,367 211,257
Amortization of security alarm monitoring contracts 1,552,250 2,832,534
Amortization of debt issuance costs paid to affiliates 235,652 226,116
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Total expenses 5,071,498 6,875,793
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Net income (loss) 232,074 (843,528)
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Accumulated deficit at beginning of period (4,076,449) (1,616,486)
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Accumulated deficit retained earnings at end of period $(3,844,375) $ (2,460,014)
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See accompanying notes to the financial statements.
4
NYLIFE STRUCTURED ASSET MANAGEMENT COMPANY LTD.
STATEMENT OF CHANGES IN MEMBERS' CAPITAL
FOR THE YEAR ENDED DECEMBER 31, 1996,
AND FOR THE THREE MONTHS ENDED MARCH 31, 1997
NYLIFE NYLIFE Total
SFD Depositary Members'
Holding Inc. Corp. Capital
-------------- ------------- --------------
Balance at January 1, 1996 3,125,709 625,052 3,750,761
Net loss (2,049,887) (410,076) (2,459,963)
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Balance at December 31, 1996 1,075,822 214,976 1,290,798
Net income 193,387 38,687 232,074
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Balance at March 31, 1997 $1,269,209 $253,663 $1,522,872
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See accompanying notes to the financial statements.
5
NYLIFE STRUCTURED ASSET MANAGEMENT COMPANY LTD.
STATEMENT OF CASH FLOWS
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
For the three months ended March 31,
1997 1996
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Cash flows from operating activities:
Net income (loss) $ 232,074 $ (843,528)
Adjustments to reconcile net income (loss) to net
cash provided by operating activities:
Amortization of security alarm monitoring contracts 1,552,250 2,832,534
Amortization of debt issuance costs 235,652 226,116
Bad debt expense 87,367 211,257
Changes in assets and liabilities:
Increase in monitoring revenue and interest receivables 71,966 348,299
Increase in due from WestSec (45,400) (21,762)
Decrease in monitoring fees payable (17,840) (11,793)
Increase in accounts payable and accrued liabilities 4,465 47,042
Decrease in due to affiliates (3,853) (4,856)
Decrease in due to WestSec - (14,351)
Increase (decrease) in unearned revenue 7,666 (120,504)
Decrease in interest payable (43,546) (45,168)
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Net cash provided by operating activities 2,080,801 2,603,286
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Cash flows from investing activities:
Purchase price refunds - investment in security alarm
monitoring contracts 48,251 40,426
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Net cash provided by investing activities 48,251 40,426
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Cash flows from financing activities:
Principal payments on Notes (1,803,932) (2,746,182)
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Net cash used in financing activities (1,803,932) (2,746,182)
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Net increase (decrease) in cash and cash equivalents 325,120 (102,470)
Cash and cash equivalents (including segregated cash and
cash equivalents) at beginning of period 11,441,927 11,927,586
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Cash and cash equivalents (including segregated cash and
cash equivalents) at end of period $11,767,047 $ 11,825,116
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Supplemental disclosure of cash flow information:
Cash paid during the period for interest $ 1,082,359 $ 1,289,816
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See accompanying notes to the financial statements.
6
NYLIFE STRUCTURED ASSET MANAGEMENT COMPANY LTD.
NOTES TO THE FINANCIAL STATEMENTS
MARCH 31, 1997
(UNAUDITED)
NOTE 1 - ORGANIZATION
NYLIFE Structured Asset Management Company Ltd. (the "Company" or "SAMCO") is a
limited liability company formed under the laws of the State of Texas on October
18, 1991. The entity offers its equity investors limited liability protection
while providing them with flow through tax treatment.
SAMCO has two members. The principal member is NYLIFE SFD Holding Inc. ("SFD
Holding", formerly NAFCO Inc.). The other member is NYLIFE Depositary
Corporation ("NDC"). Both members are Delaware corporations and wholly owned
subsidiaries of NYLIFE Inc. (a direct wholly owned subsidiary of New York Life
Insurance Company, "New York Life"). Certain directors and officers of SFD
Holding have been designated as managers of SAMCO. A manager is similar to a
director of a corporation, and may designate one or more persons as officers of
the limited liability company.
SAMCO has issued secured five year floating rate notes and secured five year
fixed rate notes (the "Notes"), in order to finance the acquisition of security
alarm monitoring contracts (the "Contracts"). Such Contracts consist of the
obligations and payment rights with respect to monitoring services, and in
certain instances repair and maintenance services, for security alarm systems in
residential homes and light commercial businesses. Security alarm monitoring is
the process of notifying designated parties (either individuals or public
authorities) if an unauthorized entry, fire, medical or other emergency signal
from a customer alarm system is received at a central monitoring station.
These interim financial statements should be read in conjunction with the
Company's Annual Report on Form 10-K.
NOTE 2 - SECURITY ALARM MONITORING CONTRACTS AND NOTES PAYABLE
The carrying amount of SECURITY ALARM MONITORING CONTRACTS HELD FOR SALE in the
Statement of Financial Position at March 31, 1997 includes Contracts
collateralizing Series A, B and C Notes as follows:
SERIES A SERIES B SERIES C TOTAL(*)
-------- -------- -------- --------
Carrying amount $8,698,829 $3,552,880 $22,603,255 $34,854,964
(*) Excludes 5,035 Contracts acquired from the June 30, 1993, November 30, 1993,
and February 28, 1994 acquisitions which are not collateral for any series of
Notes and therefore are not subject to the Indenture. The carrying amount of
these contracts at March 31, 1997 is $1,999,456.
7
INTEREST PAYABLE and NOTES PAYABLE in the Statement of Financial Position at
March 31, 1997 include amounts relating to Series A, B, and C Notes as follows:
Series A Series B Series C Total
-------- -------- -------- -----
Interest payable $144,664 $57,045 $307,687 $509,396
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Notes payable - current $ 1,250,000 $ 470,891 $ 2,250,000 $ 3,970,891
Notes payable - non-current 11,787,612 4,670,171 25,479,894 41,937,677
----------- ---------- ----------- -----------
Total $13,037,612 $5,141,062 $27,729,894 $45,908,568
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NOTE 3 - RELATED PARTIES
DUE TO AFFILIATES in the Statement of Financial Position at March 31, 1997 and
December 31, 1996 includes (i) the asset management fee payable to SFD Holding
of $129,261 and $133,114, respectively, and (ii) the equity return fee payable
to SFD Holding of $54,346 and $54,346, respectively.
NOTE 4 - SUBSEQUENT EVENT
The Consent Agreement, as described in the Company's Annual Report on Form
10-K, required WestSec to furnish to SAMCO, no later than March 31, 1997,
a clean, irrevocable and unconditional letter of credit issued by and
drawn upon a "AA" rated Bank in form and substance reasonably satisfactory to
SAMCO and Westinghouse, in favor of SAMCO in the amount of $85 million (the
"LC"), which would secure obligations of Westar, WestSec and Westinghouse under
the OSA Agreements and the Consent Agreement.
WestSec has failed to comply with its obligations to furnish the LC to SAMCO.
Accordingly, pursuant to the Consent Agreement, Westinghouse will remain liable
for certain liabilities of WestSec (as guaranteed by Westar), including without
limitation, WestSec's attrition guarantees and the obligation of WestSec to
purchase the Contracts on the stated maturity date of each Series of Notes.
SAMCO is considering what remedial action, if any, it will pursue regarding
WestSec's failure to furnish the required LC.
On May 14, 1997, SAMCO received an unsolicited offer from Western Resources,
Inc. (an affiliate of WestSec and Westar) to purchase all of SAMCO's outstanding
limited liability interests. SAMCO is presently evaluating this offer.
8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
The Company's net cash from operating activities decreased from the
corresponding 1996 quarter as attrition reduced monitoring revenues from
customers. During the first quarter of 1997, the Company paid scheduled and
additional principal of $156,750, $100,960 and $553,500 to the Series A, Series
B and Series C Noteholders, respectively.
Attrition, which is the loss of customers, results in decreased cash flow. In
order to control the Company's exposure to attrition and the resulting loss of
revenue, the Company has received from the Servicer certain attrition
guarantees. These guarantees generally provide for the replacement of
Contracts, with either cash or Contracts, by the Servicer if attrition exceeds
certain levels. Pursuant to the Consent, Assignment, Assumption and
Modification Agreement (the "Consent Agreement") pursuant to which WestSec
assumed all of Westinghouse's obligations as the Servicer for the Company, as of
March 31, 1997, 100% of the Series A, Series B and Series C Contracts owned by
the Company are covered by attrition guarantees by the Servicer.
The Company's revenues from Contracts have been sufficient to pay the Servicer
Basic Monitoring Fee, scheduled principal and interest on the Notes, third party
operating expenses, taxes of the Company's Members (but only Member's taxes in
respect of any allocations of taxable income from the Company), subordinated
fees, to establish necessary reserves, if any, and to continue to make
additional principal payments. The Company expects this trend to continue in
1997. Including the distribution to be paid on May 15, 1997, the Company has
paid additional principal of $6,877,883, $2,642,017 and $11,721,151 to the
Series A, Series B, and Series C Noteholders, respectively.
Series A and Series B Notes bear interest on the outstanding principal at a per
annum floating rate of 2.50 percentage points above the minimum denomination
five-year certificate of deposit average rate (the "Benchmark CD Rate"), as
reported by the Bank Rate Monitor in its last report of the immediately
preceding calendar quarter, but in no event less than 9% per annum or more than
11% per annum. At March 31, 1997, the Benchmark CD Rate was 5.52%.
Accordingly, the outstanding principal on the Series A and Series B Notes will
earn interest at 9% per annum through August 15, 1997.
The Series C Notes bear interest on the outstanding principal at a per annum
rate of 9%.
Debt Service and Interest Coverage ratios are calculated based on the number of
"active" accounts at the end of the period. An active account is one where the
customer's alarm system is being monitored. Generally, accounts are monitored
until they become 70 days delinquent. The Debt Service and Interest Coverage
ratios for each Series of Notes at March 31, 1997 continue to be consistent with
prior periods:
9
Series A Series B Series C
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Number of contracts collateralizing
Notes at issuance 33,029 11,463 52,840
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------ ------ ------
Number of active accounts at 3/31/97 19,933 7,766 38,865
------ ------ ------
------ ------ ------
Debt Service Coverage (at 9%) 1.63 1.85 1.90
---- ---- ----
---- ---- ----
Debt Service Coverage (at 11%) 1.47 1.67 --
---- ---- ----
---- ---- ----
Interest Coverage (at 9%) 3.44 3.83 3.69
---- ---- ----
---- ---- ----
Interest Coverage (at 11%) 2.82 3.14 --
---- ---- ----
---- ---- ----
At maturity, the Company is obligated to repay the then outstanding principal
balance of the Notes. Pursuant to the Consent Agreement, as each series of
Notes mature, WestSec shall purchase all of the Contracts securing such series
of Notes for an amount equal to the greater of (i) the fair market value of such
Contracts as determined by an nationally recognized independent valuation firm
jointly selected by WestSec and SAMCO; or (ii) thirty (30) times the recurring
monthly fees and charges payable by customers pursuant to such Contracts.
Westinghouse has agreed that if the purchase price payable by WestSec for a
particular Series of Notes is less than the amount of all principal and accrued
and unpaid interest on such series of Notes, upon notice from SAMCO to
Westinghouse, Westinghouse will remit to SAMCO, at the same time the WestSec
price is required to be paid, in immediately available funds, the amount in
excess of the WestSec price so that the total paid to SAMCO will equal the
amount of all principal and accrued and unpaid interest on such Series of Notes.
Such notice shall be given by SAMCO to Westinghouse at least five business days
prior to the stated maturity date of each Series of Notes.
The Consent Agreement required WestSec to furnish to SAMCO, no later than March
31, 1997, a clean, irrevocable and unconditional letter of credit issued by and
drawn upon a "AA" rated bank, in form and substance reasonably satisfactory to
SAMCO and Westinghouse, in favor of SAMCO in the amount of $85 million (the
"LC"), which would secure obligations of Westar, WestSec and Westinghouse under
the OSA Agreements and the Consent Agreement.
WestSec has failed to comply with its obligations to furnish the LC to SAMCO.
Accordingly, pursuant to the Consent Agreement, Westinghouse will remain liable
for certain liabilities of WestSec (as guaranteed by Westar), including without
limitation, WestSec's attrition guarantees and the obligation of WestSec to
purchase the Contracts on the stated maturity date of each Series of Notes.
SAMCO is considering what remedial action, if any, it will pursue regarding
WestSec's failure to furnish the required LC.
On May 14, 1997, SAMCO received an unsolicited offer from Western Resources,
Inc. (an affiliate of WestSec and Westar) to purchase all of SAMCO's outstanding
limited liability interests. SAMCO is presently evaluating this offer.
Should WestSec become unable to perform any of its contractual obligations with
respect to the Company in the future, there can be no assurance that any third
parties will be available or, even if available, that agreements could be
reached with such third parties for comparable services and at comparable cost.
Such a situation could have a materially adverse impact on the Company.
The Company does not anticipate the purchase of additional Contracts. As of
March 31, 1997, the Company had no capital commitments.
10
RESULTS OF OPERATIONS
The Company had net income of $232,074 for the quarter ended ended March 31,
1997 as compared to a net loss of $843,528 for the corresponding 1996 quarter.
This resulted primarily from the discontinuance of amortization of the
investment in Contracts subsequent to December 30, 1996 as described below.
For the three months ended March 31, 1997 and 1996, SAMCO derived 98% of its
income from monitoring revenues and the balance from interest income on short
term investments.
The decrease in the Company's monitoring revenues for the three months ending
March 31, 1997 compared to the corresponding period in 1996 is due to attrition
of contracts during 1996 and the first three months of 1997. Accordingly, the
related monitoring fee expense has decreased. On December 30, 1996, the Company
reclassified its investment in Contracts as held for sale and has discontinued
amortizing the cost of the Contracts. This has resulted in lower amortization
expense for the current quarter as compared to the quarter ended March 31, 1996.
Prior to the reclassification, the Contracts were being amortized over an
estimated life of 12 years, as adjusted for attrited Contracts.
Interest expense has decreased as the Company continues to pay down scheduled
and additional principal.
The bad debt expense of $87,367 and $211,257 for the three months ended March
31, 1997 and 1996, respectively on the Company's Statement of Operations
represents actual revenue loss on attrited Contracts and the potential revenue
loss on Contracts with balances greater than 90 days past due as of quarter end.
The Company's operating expenses include monitoring fees, general and
administrative expenses, including (i) lockbox bank fees, (ii) audit and tax
fees, (iii) printing and mailing of quarterly and annual reports to investors,
(iv) trustee fees, (v) legal and consulting fees, and (vi) subordinated fees and
expenses. The Company's other expenses include bad debt expense, interest
expense and amortization of (i) Contracts and (ii) debt issuance costs.
Most of the Contracts owned by the Company have a three year term, provide for
automatic renewal and allow the Company to increase the customers' monitoring
fee at certain times after the initial term. Presently the Company has no
intention of increasing monitoring fees in the immediate future.
11
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS:
A list of exhibits required by Item 601 of Regulation S-K and filed as part
of this report is set forth in the Index to Exhibits.
(b) REPORTS ON FORM 8-K:
The Company filed a report on Form 8-K dated January 14, 1997, which is
incorporated by reference. The contents of the report are as follows:
On December 30, 1996, Westinghouse Electric Corporation ("WEC") assigned
all of its rights, title and interest under the Operational Services
Agreement to WestSec, Inc. In conjunction therewith, SAMCO, WEC,
WestSec, Inc. and Westsar Capital, Inc. entered into a Consent,
Assignment and Modification Agreement.
12
INDEX TO EXHIBITS
EXHIBIT DESCRIPTION
(3) Articles of incorporation and by-laws
3.1 Articles of Organization of Company. *
3.2 Amended Regulations of Company. *
3.3 Amendment to Articles of Organization of Company. *
(4) Instruments defining the rights of security holders, including
indentures:
4.1 Indenture. *
4.2 Form of Global Note, included as Exhibit A to Exhibit 4.1. *
4.3 Form of Definitive Note, included as Exhibit B to Exhibit 4.1. *
4.4 Form of Security Agreement, included as Exhibit C to Exhibit 4.1. *
4.5 Form of First Supplemental Indenture. *
4.6 Form of Second Supplemental Indenture. *
(10) Material contracts
10.1 Revised Form of Escrow Agreement. *
10.2 Operational Services Agreement. *
10.3 Form of Lock-Box Agreement, included as Exhibit D to Exhibit 4.1. *
10.4 Agreement of Limited Partnership of Westinghouse Security Systems,
L.P. *
10.5 Indemnification Agreement. *
10.6 Consulting Agreement with Coopers & Lybrand. *
10.7 Consulting Agreement with BK Financial, Inc. *
10.8 Consulting Agreement with Capital Recovery, Inc. *
13
10.9 Letter Agreement among Westinghouse Electric Corporation,
Westinghouse Security Systems, L.P., the Company and NYLIFE
Bridge Investor Inc., dated as of November 15, 1991. *
10.10 Accounts Purchase Agreement dated as of July 15, 1992 among the
Company, Westinghouse Security Systems, L.P. and Westinghouse
Electric Corporation. *
10.11 Accounts Purchase Agreement dated as of September 16, 1992 among
the Company, Westinghouse Security Systems, L.P. and Westinghouse
Electric Corporation. *
10.12 Accounts Purchase Agreement dated as of November 19, 1992 among
the Company, Westinghouse Security Systems, L.P. and Westinghouse
Electric Corporation. *
10.13 Accounts Purchase Agreement dated as of December 14, 1992 among
the Company, Westinghouse Security Systems, L.P. and Westinghouse
Electric Corporation. *
10.14 Demand Subordinated Note from Company to NYLIFE Asset Finance
Corporation dated December 14, 1992. *
10.15 Amendment No. 1, dated as of March 18, 1993 to Accounts Purchase
Agreement dated December 14, 1992 among Westinghouse Security
Systems, L.P., Westinghouse Electric Corporation and NYLIFE
Structured Asset Management Company Ltd. *
10.16 Letter Agreement dated March 18, 1993 amending certain sections
of the Accounts Purchase Agreements dated July 15, 1992,
September 16, 1992 and November 19, 1992 among Westinghouse
Security Systems, L.P. and NYLIFE Structured Asset Management
Company Ltd. *
10.17 Accounts Purchase Agreement dated as of June 18, 1993 among the
Company and Westinghouse Electric Corporation. *
10.18 Demand Subordinated Note from Company to NAFCO Inc., formerly
NYLIFE Asset Finance Corporation dated June 30, 1993. *
10.19 Demand Subordinated Note from Company to NAFCO Inc., formerly
NYLIFE Asset Finance Corporation dated November 30, 1993. *
10.20 Demand Subordinated Note from Company to NAFCO Inc., formerly
NYLIFE Asset Finance Corporation dated February 28, 1994. *
14
10.21 Consent, Assignment, Assumption, Amendment and Modification
Agreement dated December 30, 1996 between NYLIFE Structured Asset
Management Company Ltd.; Westinghouse Electric Corporation,
WestSec, Inc. and Westar Capital, Inc.*
(27) FINANCIAL DATA SCHEDULE**
- -------------------------
* Previously filed.
** Filed herewith.
15
SIGNATURES
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 on
May 15, 1997.
NYLIFE Structured Asset Management
Company Ltd.
/s/ Kevin M. Micucci
------------------------
By: Kevin M. Micucci
Manager and President
(Principal Executive, Financial
and Accounting Officer)
16