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 JUNE 30, 1997
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 STRUCTURED ASSET MANAGEMENT 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
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
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Page No
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Part I - Financial Information (Unaudited)
Item 1. Financial Statements
Statement of Financial Position as of
June 30, 1997, and December 31, 1996 3
Statement of Operations and Accumulated
Deficit for the Three and Six Months Ended
June 30, 1997 and 1996 4
Statement of Changes in Members' Capital for
the Three and Six Months Ended June 30, 1997 and
the Year Ended December 31, 1996 5
Statement of Cash Flows for the Three and Six
Months Ended June 30, 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 13-14
Signatures 15
2
NYLIFE STRUCTURED ASSET MANAGEMENT COMPANY LTD.
STATEMENT OF FINANCIAL POSITION
ASSETS
June 30, December 31,
1997 1996
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Current assets (Unaudited)
- --------------
Cash and cash equivalents $ 7,453,655 $ 7,162,877
Segregated cash and cash equivalents 4,033,370 4,279,050
Monitoring revenue and interest receivables
(net of allowance of $1,119,258 and $1,066,458, respectively) 1,734,067 2,058,034
Security alarm monitoring contracts held for sale (Note2) 7,869,661 -
Due from WestSec 54,004 24,775
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Total current assets 21,144,757 13,524,736
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Security alarm monitoring contracts held for sale (Note2) 27,854,618 38,454,921
Debt issuance costs paid to affiliates
(net of accumulated amortization of $5,232,730
and $4,731,684, respectively) 1,120,696 1,621,742
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Total assets $ 50,120,071 $ 53,601,399
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LIABILITIES AND MEMBERS' CAPITAL
-----------------------------------------
Current liabilities
- -------------------
Monitoring fees payable $ 627,777 $ 752,722
Accounts payable and accrued liabilities 275,059 332,369
Due to affiliates (Note 3) 179,753 187,460
Unearned revenue 2,699,256 2,772,608
Interest payable (Note 2) 508,970 552,942
Notes payable (Note 2) 15,218,003 3,970,891
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Total current liabilities 19,508,818 8,568,992
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Notes payable (Note 2) 28,700,195 43,741,609
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Total liabilities 48,209,013 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 (3,456,189) (4,076,449)
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Total members' capital 1,911,058 1,290,798
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Total liabilities and members' capital $ 50,120,071 $ 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 For the Six Months Ended
June 30, June 30, June 30, June 30,
1997 1996 1997 1996
------------- ------------- ------------- -------------
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
Income
- ------
Monitoring revenue $ 5,099,917 $ 5,817,204 $ 10,311,930 $ 11,748,420
Interest 92,439 97,243 183,998 198,292
------------- ------------- ------------- -------------
Total income 5,192,356 5,914,447 10,495,928 11,946,712
Expenses
- --------
Monitoring fees 1,660,154 1,984,711 3,453,780 3,986,697
Interest expense 1,007,033 1,186,910 2,045,846 2,431,558
General and administrative 133,720 74,847 242,549 162,916
Consulting fees 71,354 71,354 142,708 142,708
Asset management fee to affiliate 125,406 140,469 254,667 285,952
Equity return fee to affiliate 54,347 54,347 108,693 108,693
Bad debt expense 356,621 146,605 443,988 357,862
Amortization of security alarm
monitoring contracts 1,130,141 2,369,947 2,682,391 5,202,481
Amortization of debt
issuance costs 265,394 295,342 501,046 521,458
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Total expenses 4,804,170 6,324,532 9,875,668 13,200,325
------------- ------------- ------------- -------------
Net income (loss) 388,186 (410,085) 620,260 (1,253,613)
Accumulated deficit at
beginning of period (3,844,375) (2,460,014) (4,076,449) (1,616,486)
------------- ------------- ------------- -------------
Accumulated deficit
at end of period $ (3,456,189) $ (2,870,099) $ (3,456,189) $ (2,870,099)
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
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 SIX MONTHS ENDED JUNE 30, 1997
(Unaudited)
NYLIFE NYLIFE Total
SFD Holding Depositary Members'
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 516,863 103,397 620,260
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Balance at June 30, 1997 $ 1,592,685 $ 318,373 $ 1,911,058
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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 six months ended June 30,
1997 1996
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(Unaudited) (Unaudited)
Cash flows from operating activities:
Net income (loss) $ 620,260 $ (1,253,613)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Amortization of security alarm monitoring contracts 2,682,391 5,202,481
Amortization of debt issuance costs 501,046 521,458
Bad debt expense 443,988 357,862
Changes in assets and liabilities:
Decrease (increase) in monitoring
revenue and interest receivables (120,021) 252,597
Decrease in monitoring fees payable to WestSec (124,945) (144,215)
Decrease in accounts payable and accrued liabilities (57,310) (38,057)
Decrease in due to affiliates (7,707) (9,875)
Decrease (increase) in due to WestSec (29,229) 16,625
Decrease in unearned revenue (73,352) (155,903)
Decrease in interest payable (43,972) (59,094)
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Net cash provided by operating activities 3,791,149 4,690,266
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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 (3,794,303) (5,099,149)
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Net cash used in financing activities (3,794,303) (5,099,149)
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Net increase (decrease) in cash and cash equivalents 45,098 (368,457)
Cash and cash equivalents (including segregated cash and
cash equivalents) at beginning of period 11,487,025 11,927,586
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Cash and cash equivalents (including segregated cash and
cash equivalents) at end of period $ 11,532,123 $ 11,559,129
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Supplemental disclosure of cash flow information:
Cash paid during the period for interest $ 2,089,818 $ 2,490,653
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See accompanying notes to the financial statements.
6
NYLIFE STRUCTURED ASSET MANAGEMENT COMPANY LTD.
NOTES TO THE FINANCIAL STATEMENTS
JUNE 30, 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 June 30, 1997 includes Contracts
collateralizing Series A, B and C Notes as follows:
Series A Series B Series C Total(*)
-------- -------- -------- --------
Carrying amount $7,869,661 $3,242,067 $21,410,166 $32,521,894
(*) 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 June 30, 1997 is $1,856,211.
7
INTEREST PAYABLE and NOTES PAYABLE in the Statement of Financial Position at
June 30, 1997 include amounts relating to Series A, B, and C Notes as follows:
Series A Series B Series C Total
-------- -------- -------- -----
Interest payable $144,830 $56,696 $307,404 $508,970
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Notes payable -
current $12,497,112 $ 470,891 $ 2,250,000 $15,218,003
Notes payable -
non-current - 4,421,352 24,278,843 28,700,195
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Total $12,497,112 $4,892,243 $26,528,843 $43,918,198
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NOTE 3 - RELATED PARTIES
DUE TO AFFILIATES in the Statement of Financial Position at June 30, 1997 and
December 31, 1996 includes (i) the asset management fee payable to SFD Holding
of $125,407 and $133,114, respectively, and (ii) the equity return fee payable
to SFD Holding of $54,346 and $54,346, respectively.
NOTE 4 - OTHER MATTERS
On May 22, 1997, NYLIFE Structured Asset Management Company Ltd. ("SAMCO")
received a letter of credit ("LC") in the aggregate amount of $85,000,000 from
The Chase Manhattan Bank. As described in the Company's Annual Report on Form
10-K, the LC was provided to SAMCO in accordance with the provisions of the
Consent, Assignment, Assumption, Amendment and Modification Agreement dated
December 30, 1996 (the "Agreement") by and between SAMCO, Westinghouse Electric
Corporation, WestSec, Inc. and Westar Capital, Inc.
In addition, SAMCO and WestSec Inc. entered into a letter agreement dated May
21, 1997 memorializing certain collateral agreements and understandings related
to the LC.
On May 14, 1997 SAMCO received an unsolicited offer from Western Resources, Inc.
("Western", an affiliate of WestSec and Westar) to purchase all of SAMCO's
outstanding limited liability interests. SAMCO is presently evaluating this
offer.
NOTE 5 - SUBSEQUENT EVENTS
On July 18, 1997, the amount of the LC was reduced to $78,793,000 in accordance
with its terms.
On July 30, 1997, Western and Protection One Inc. announced that they will
combine their security service businesses to form the second largest U.S.
burglar and fire alarm company. Western would own 80.1% of the combined
company. The transaction is expected to be completed this year.
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 for the three and six months
ended June 30, 1997 decreased from the corresponding 1996 periods as attrition
reduced monitoring revenues from customers. During the second quarter of 1997,
the Company paid scheduled and additional principal of $598,609, $230,543 and
$1,171,030 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
June 30, 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 August 15, 1997, the Company has
paid additional principal of $7,028,385, $2,701,438 and $12,229,203 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 June 30, 1997, the Benchmark CD Rate was 5.63%. Accordingly,
the outstanding principal on the Series A and Series B Notes will earn interest
at 9% per annum through November 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 June 30, 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
------ ------ ------
------ ------ ------
Number of active accounts at 6/30/97 18,905 7,346 37,543
------ ----- ------
------ ----- ------
Debt Service Coverage (at 9%) 1.57 1.78 1.87
---- ---- ----
---- ---- ----
Debt Service Coverage (at 11%) 1.42 1.61 --
---- ---- ----
---- ---- ----
Interest Coverage (at 9%) 3.38 3.75 3.61
---- ---- ----
---- ---- ----
Interest Coverage (at 11%) 2.76 3.06 --
---- ---- ----
---- ---- ----
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 a 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.
On May 22, 1997, NYLIFE Structured Asset Management Company Ltd. ("SAMCO")
received a letter of credit ("LC") in the aggregate amount of $85,000,000 from
The Chase Manhattan Bank. As described in the Company's Annual Report on Form
10-K, the LC was provided to SAMCO in accordance with the provisions of the
Consent, Assignment, Assumption, Amendment and Modification Agreement dated
December 30, 1996 (the "Agreement") by and between SAMCO, Westinghouse Electric
Corporation, WestSec, Inc. and Westar Capital, Inc.
In addition, SAMCO and WestSec Inc. entered into a letter agreement dated May
21, 1997 memorializing certain collateral agreements and understandings related
to the LC. On July 18, 1997, the amount of the LC was reduced to $78,793,000 in
accordance with its terms.
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.
On July 30, 1997, Western and Protection One Inc. announced that they will
combine their security service businesses to form the second largest U.S.
burglar and fire alarm company. Western would own 80.1% of the combined
company. The transaction is expected to be completed this year.
10
The Company does not anticipate the purchase of additional Contracts. As of
June 30, 1997, the Company had no capital commitments.
RESULTS OF OPERATIONS
The Company had net income of $388,186 for the three months ended June 30, 1997
as compared to a net loss of $410,085 for the corresponding 1996 period.
Similarly, the Company had net income of $620,260 for the six months ended June
30, 1997 as compared to a net loss of $1,253,613 for the corresponding 1996
period. These results are due primarily to the discontinuance of amortization
of the investment in Contracts subsequent to December 30, 1996 as described
below.
For the three and six months ended June 30, 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 and six months
ending June 30, 1997 compared to the corresponding periods in 1996 is due to
attrition of contracts during 1996 and the first six months of 1997.
Accordingly, the related monitoring fee expense has decreased. On December 30,
1996, in accordance with Statement of Financial Accounting Standard No. 121.,
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 three and six month periods as
compared to the 1996 periods. 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 $356,621 and $146,605 for the three months ended June
30, 1997 and 1996, respectively, and the bad debt expense of $443,988 and
$357,862 for the six months ended June 30, 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 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:
On May 22, 1997, NYLIFE Structured Asset Management Company Ltd. ("SAMCO")
received a letter of credit ("LC") in the aggregate amount of $85,000,000
from The Chase Manhattan Bank. The LC was provided to SAMCO in accordance
with the provisions of the Consent, Assignment, Assumption, Amendment and
Modification Agreement dated December 30, 1996 (the "Agreement") by and
between SAMCO, Westinghouse Electric Corporation, WestSec, Inc. and Westar
Capital, Inc.
In addition, SAMCO and WestSec Inc. entered into a letter agreement dated
May 21, 1997 memorializing certain collateral agreements and understandings
related to the LC.
12
INDEX TO EXHIBITS
EXHIBIT DESCRIPTION
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(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
13
10.1 Letter of Credit No. P-271117 dated May 22, 1997 issued by The Chase
Manhattan Bank (NYLIFE Structured Asset Management Company Ltd. as
Beneficiary and WestSec, Inc. as Applicant).*
10.2 Letter agreement dated May 21, 1997 between NYLIFE Structured Asset
Management Company Ltd. and WestSec, Inc. relating to Letter of
Credit No. P-271117 dated May 22, 1997.*
(27) FINANCIAL DATA SCHEDULE**
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* Previously filed.
** Filed herewith.
14
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 August 12, 1997.
NYLIFE Structured Asset Management
Company Ltd.
/s/ KEVIN M. MICUCCI
---------------------
By: Kevin M. Micucci
Manager and President
(Principal Executive, Financial
and Accounting Officer)
15