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, 1998
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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 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
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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
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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
March 31, 1998, and December 31, 1997 3
Statement of Operations and Retained Earnings
(Accumulated Deficit) for the Three Months Ended
March 31, 1998 and 1997 4
Statement of Changes in Members' Capital for
the Year Ended December 31, 1997 and the Three
Months Ended March 31, 1998 5
Statement of Cash Flows for the Three
Months Ended March 31, 1998 and 1997 6
Notes to the Financial Statements 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 11-13
Item 3. Quantitative and Qualitative Disclosures About
Market Risk 13
Part II - Other Information
Item 6. Exhibits and Reports on Form 8-K 14
Exhibit Index 15
Signatures 16
2
NYLIFE STRUCTURED ASSET MANAGEMENT COMPANY LTD.
STATEMENT OF FINANCIAL POSITION
ASSETS
March 31, December 31,
1998 1997
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CURRENT ASSETS (Unaudited)
Cash and cash equivalents $14,194,504 $ 7,633,845
Segregated cash and cash equivalents 2,684,315 4,577,980
Monitoring revenue and interest receivables
(net of allowance of $755,647 and $1,143,444, respectively) 829,018 1,715,726
Due from WestSec 73,009 141,709
Other receivables - 234,638
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Total current assets 17,780,846 14,303,898
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Security alarm monitoring contracts held for sale (Note 2) 25,929,192 34,179,666
Debt issuance costs paid to affiliates
(net of accumulated amortization of $5,905,061 and $5,757,712, respectively)
448,365 595,714
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Total assets $44,158,403 $49,079,278
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LIABILITIES AND MEMBERS' CAPITAL
CURRENT LIABILITIES
Monitoring fees payable $ 390,780 $ 639,503
Accounts payable and accrued liabilities 1,489,576 319,919
Due to affiliates (Note 3) 207,076 260,552
Unearned revenue 1,575,812 2,471,743
Interest payable (Note 2) 294,628 472,414
Notes payable (Note 2) 6,560,974 18,465,882
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Total current liabilities 10,518,846 22,630,013
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Notes payable (Note 2) 21,226,941 22,297,924
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Total liabilities 31,745,787 44,927,937
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MEMBERS' CAPITAL
Contributed capital 6,000,000 6,000,000
Distributions to members (632,753) (632,753)
Retained earnings (accumulated deficit) 7,045,369 (1,215,906)
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Total members' capital 12,412,616 4,151,341
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Total liabilities and members' capital $44,158,403 $49,079,278
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See accompanying notes to the financial statements.
3
NYLIFE STRUCTURED ASSET MANAGEMENT COMPANY LTD.
STATEMENT OF OPERATIONS AND RETAINED EARNINGS (ACCUMULATED DEFICIT)
(UNAUDITED)
For the three months ended March 31,
1998 1997
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INCOME
Monitoring revenue $ 4,050,568 $ 5,212,013
Interest and other income 383,078 91,559
Gain on sale of security alarm monitoring contracts 7,142,034 -
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Total income 11,575,680 5,303,572
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EXPENSES
Monitoring fees 1,264,809 1,793,626
Interest expense 767,039 1,038,813
General and administrative 202,880 108,829
Consulting fees 71,354 71,354
Asset management fee to affiliate 113,552 129,261
Equity return fee to affiliate 54,346 54,346
Bad debt expense 202,718 87,367
Valuation adjustment of security alarm monitoring contracts 490,358 1,552,250
Amortization of debt issuance costs paid to affiliates 147,349 235,652
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Total expenses 3,314,405 5,071,498
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Net income 8,261,275 232,074
Accumulated deficit at beginning of period (1,215,906) (4,076,449)
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Retained earnings (accumulated deficit) at end of period $7,045,369 $(3,844,375)
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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, 1997,
AND FOR THE THREE MONTHS ENDED MARCH 31, 1998 (UNAUDITED)
NYLIFE NYLIFE Total
SFD Depositary Members'
Holding Inc. Corp. Capital
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Balance at January 1, 1997 1,075,822 214,976 1,290,798
Net income 2,383,690 476,853 2,860,543
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Balance at December 31, 1997 3,459,512 691,829 4,151,341
Net income 6,884,120 1,377,155 8,261,275
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Balance at March 31, 1998 $10,343,632 $2,068,984 $12,412,616
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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
(UNAUDITED)
For the three months ended March 31,
1998 1997
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Cash flows from operating activities:
Net income $ 8,261,275 $ 232,074
Adjustments to reconcile net income to net
cash provided by operating activities:
Gain on sale of security alarm monitoring contracts (7,142,034) -
Amortization of security alarm monitoring contracts 490,358 1,552,250
Amortization of debt issuance costs 147,349 235,652
Bad debt expense 202,718 87,367
Changes in assets and liabilities:
Increase in monitoring revenue and interest receivables 683,990 71,966
Decrease (increase) in due from WestSec 68,700 (45,400)
Decrease in other receivables 234,638 -
Decrease in monitoring fees payable (248,723) (17,840)
Increase in accounts payable and accrued liabilities 1,169,657 4,465
Decrease in due to affiliates (53,476) (3,853)
(Decrease) increase in unearned revenue (895,931) 7,666
Decrease in interest payable (177,786) (43,546)
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Net cash provided by operating activities 2,740,736 2,080,801
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Cash flows from investing activities:
Proceeds from sale of alarm monitoring contracts - net 14,865,349 -
Purchase price refunds - investment in security alarm
monitoring contracts 36,800 48,251
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Net cash provided by investing activities 14,902,149 48,251
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Cash flows from financing activities:
Principal payments on Notes (12,975,891) (1,803,933)
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Net cash used in financing activities (12,975,891) (1,803,933)
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Net increase in cash and cash equivalents 4,666,994 325,119
Cash and cash equivalents (including segregated cash and
cash equivalents) at beginning of period 12,211,825 11,441,927
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Cash and cash equivalents (including segregated cash and
cash equivalents) at end of period $16,878,819 $11,767,046
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Supplemental disclosure of cash flow information:
Cash paid during the period for interest $ 944,825 $ 1,082,359
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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, 1998
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. A limited liability company 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 of a limited
liability company is similar to a director of a corporation, and may designate
one or more persons as officers of the limited liability company.
On January 15, 1992, SFD Holding and NDC (collectively, the "Members") purchased
membership interests in SAMCO of 83.33% and 16.67%, respectively. SFD Holding
made an initial capital contribution to SAMCO of 500 shares of $1 par value,
non-voting, non-convertible, 24.39% cumulative preferred stock of NYLIFE Bridge
Investor Inc. ("NBII"), a subsidiary of SFD Holding prior to its liquidation on
June 30, 1993. The preferred stock was originally valued by SAMCO at $5,000,000
which represents SFD Holding's recorded carrying value for the preferred stock.
NDC made an initial capital contribution of $1,000,000 in cash. SAMCO had no
operations prior to January 15, 1992.
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.
All references in this Form 10-Q to "Servicer" shall mean Westinghouse with
regard to all time periods through December 31, 1996, WestSec, Inc. ("WestSec")
with regard to the period January 1, 1997 through November 24, 1997 and
Protection One, Inc. subsequent to November 24, 1997.
7
NOTE 2 - SECURITY ALARM MONITORING CONTRACTS AND NOTES PAYABLE
DISPOSITION OF ASSETS AND MATURITY OF SERIES A NOTES
In February 1998, SAMCO sold to WestSec for $15,107,145, the Contracts and
related assets which constituted the collateral securing SAMCO's Series A Notes.
The transaction was consummated pursuant to the Operational Services Agreement
("OSA") and the Consent, Assignment, Assumption, and Modification Agreement (the
"Consent Agreement"). A portion of the proceeds of the sale were used to pay
all outstanding principal and accrued interest on the Series A Notes on February
17, 1998, the maturity date of such Notes. SAMCO recognized a gain of
approximately $7.1 million on the sale of the Contracts.
Concurrent with the sale, SAMCO and WestSec instructed The Chase Manhattan Bank
to reduce the WestSec letter of credit (the "LC") to $54,338,000 in accordance
with its terms.
The carrying amount of SECURITY ALARM MONITORING CONTRACTS HELD FOR SALE in the
Statement of Financial Position at March 31, 1998 includes Contracts
collateralizing Series B and C Notes as follows:
Series B Series C Total(*)
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Carrying amount $3,347,286 $20,752,818 $24,100,104
(*) 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, 1998 is $1,829,088.
INTEREST PAYABLE and NOTES PAYABLE in the Statement of Financial Position at
March 31, 1998 include amounts relating to Series B and C Notes as follows:
Series B Series C Total
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Interest payable $ 45,708 $ 248,920 $ 294,628
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Notes payable - current $4,310,974 $ 2,250,000 $ 6,560,974
Notes payable - non-current - 21,226,941 21,226,941
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Total $4,310,974 $23,476,941 $27,787,915
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Maturity date 8/15/98 8/15/99
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NOTE 3 - RELATED PARTIES
DUE TO AFFILIATES in the Statement of Financial Position at March 31, 1998 and
December 31, 1997 includes (i) the asset management fee payable to SFD Holding
of $113,552 and $115,567, respectively (ii) the equity return fee payable to
SFD Holding of $54,346 and $54,346, respectively, and (iii) $39,177 of
professional fees paid by SFD Holding on SAMCO's behalf.
8
NOTE 4- LEGAL PROCEEDINGS
On March 2, 1998, WestSec filed a state court action against SAMCO in Dallas
County, Texas seeking a determination that it does not have to purchase from
SAMCO what WestSec calls "person reassignment accounts", and that it is entitled
to costs and reasonable attorneys fees. These accounts, WestSec argues, are
"accounts that are with a customer who (1) had an account owned by SAMCO which
was terminated due to the relocation of the customer and (2) entered into a new
security alarm contract with WEC or WestSec at the customer's new location
within 120 days after terminating his or her account at the prior location."
WestSec contends that such accounts are not included within the collateral
securing SAMCO's Notes.
SAMCO contends that it owns these disputed accounts and that either WestSec is
obligated to purchase them under Section 9.1 of the OSA or SAMCO is entitled to
sell them to any party. The dispute is currently confined to approximately
2,323 accounts relating to the Series A Notes that matured on February 15, 1998.
Unless resolved, however, the dispute is likely to extend to other similar
accounts relating to the Series B and C Notes.
SAMCO has answered WestSec's complaint and filed appropriate counter-claims
asserting that (i) SAMCO owns and WestSec is obligated to purchase the accounts
in dispute, and/or (ii) WestSec acquired those accounts in material breach of
its contractual obligations to SAMCO, which has been damaged by the lost value
of those accounts. In addition, SAMCO also seeks lost revenue for those
accounts, as well as costs and reasonable attorneys fees.
Notwithstanding the foregoing, all payments required to have been made to date
to the holders of the SAMCO Notes have been paid on a timely basis in accordance
with the terms thereof.
NOTE 5- LETTER OF CREDIT
In February 1998, SAMCO received $886,277 from The Chase Manhattan Bank pursuant
to its draw upon the LC. This amount relates to the approximately 2,323 "person
reassignment accounts" in Series A which SAMCO contends it sold to WestSec on
February 17, 1998. This gain has been deferred and is included in ACCOUNTS
PAYABLE AND ACCRUED LIABILITIES in SAMCO's Statement of Financial Position
pending the outcome of the litigation described above.
NOTE 6 - SUBSEQUENT EVENTS
DISTRIBUTION TO SERIES B NOTEHOLDERS
On May 15, 1998, SAMCO will distribute $303,627 to the Series B Noteholders
which includes (i) interest at an annualized rate of 9.00%; (ii) the required
quarterly principal repayment of 1.25% and (iii) an additional principal
repayment of 0.992%. Subsequent to this distribution, the outstanding principal
amount of the Series B Notes, payable at maturity on August 15, 1998, will be
$4,099,826.
9
DISTRIBUTION TO SERIES C NOTEHOLDERS
On May 15, 1998, SAMCO will distribute $1,584,079 to the Series C Noteholders
which includes (i) interest at an annualized rate of 9.00%, (ii) the required
quarterly principal repayment of 1.25%, and (iii) additional principal repayment
of 1.151%. Subsequent to this distribution, the outstanding principal amount of
the Series C Notes will be $22,396,491.
10
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 increased from the
corresponding 1997 quarter by approximately $660,000. This increase includes
a deferred gain of $886,277 resulting from SAMCO's draw on the LC. Excluding
the deferred gain, net cash from operations decreased by approximately
$226,000 from the corresponding 1997 quarter as monitoring revenue from
customers decreased due to attrition of contracts. During the first quarter
of 1998, the Company paid scheduled and additional principal of $11,695,361,
$209,547 and $1,070,983 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 provide for the replacement of Contracts, with
replacement Contracts, by the Servicer if attrition exceeds certain levels. As
of March 31, 1998, the 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
throughout 1998.
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, 1998, the Benchmark CD Rate was 5.17%. Accordingly, the outstanding
principal on the Series B Notes will earn interest at 9% per annum through their
maturity on August 15, 1998.
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. As indicated below, the Debt Service and
Interest Coverage ratios for the Series C Notes at March 31, 1998 continue to be
consistent with prior quarters. The Debt Service and Interest Coverage ratios
for the Series B Notes at March 31, 1998 are not meaningful as the Notes will
mature on August 15, 1998. Proceeds from the sale of the Contracts securing the
Series B Notes will be sufficient to repay the outstanding principal of the
Series B Notes at maturity.
11
Series B Series C
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Number of contracts collateralizing
Notes at issuance 11,463 52,840
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Number of active accounts at 3/31/98 7,023 34,953
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Debt Service Coverage (at 9%) NM 1.83
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Interest Coverage (at 9%) NM 3.88
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NM = Not meaningful.
CONTRACT REPURCHASE - SERIES A, SERIES B, AND SERIES C NOTES
At maturity, SAMCO 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.
DISPOSITION OF ASSETS AND MATURITY OF SERIES A NOTES
In February 1998, SAMCO sold to WestSec for $15,107,145, the Contracts and
related assets which constituted the collateral securing SAMCO's Series A Notes.
The transaction was consummated pursuant to the OSA and the Consent Agreement.
A portion of the proceeds of the sale were used to pay all outstanding principal
and accrued interest on the Series A Notes on February 17, 1998, the maturity
date of such Notes.
Concurrent with the sale, SAMCO and WestSec instructed The Chase Manhattan Bank
to reduce the LC to $54,338,000 in accordance with its terms.
The Company does not anticipate the purchase of additional Contracts. As of
March 31, 1998, the Company had no material capital commitments.
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.
12
RESULTS OF OPERATIONS
The Company had net income of $8,261,275 for the quarter ended March 31, 1998 as
compared to net income of $232,074 for the corresponding 1997 quarter resulting
primarily from the gain on sale of the Series A Contracts of approximately $7.1
million. Excluding the effect of the gain on sale, net income for the 1998
quarter was $1,119,241, approximately $887,000 higher than the corresponding
period in 1997.
Excluding the gain on sale of security alarm monitoring contracts, SAMCO
derived 91% of its income for the quarter from monitoring revenues and the
balance from interest and other income.
The decrease in the Company's monitoring revenues for the quarter ended March
31, 1998 compared to the corresponding period in 1997 is a result of the
attrition of Contracts in 1997. Accordingly, the related monitoring fee expense
has decreased. Net monitoring revenue (monitoring revenue less monitoring
expenses) decreased approximately $633,000 from the 1997 to the 1998 quarter.
Attrition expense (which is reported under the caption VALUATION ADJUSTMENT OF
SECURITY ALARM CONTRACTS on the Company's Statement of Operations) decreased by
approximately $1.1 million reflecting the sale of the Series A contracts and the
lower book values of Contracts that attrited during the first quarter of 1998 as
compared to the corresponding 1997 quarter. Interest expense decreased in the
first quarter of 1998 by approximately $272,000 compared to the corresponding
1997 quarter as the Company continues to pay down scheduled and additional
principal. General and administrative expenses for the quarter increased by
approximately $94,000 as a result of legal costs incurred in defending the
litigation described in Note 4 to the Financial Statements. The bad debt
expense of $202,718 on the Company's Statement of Operations for the first
quarter of 1998 represents actual revenue loss on attrited Contracts and the
potential revenue loss on Contracts with balances greater than 90 days past due
as of March 31, 1998.
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. The Company has no intention of
increasing monitoring fees in the immediate future.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
None.
13
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 February 17, 1998, which
is incorporated by reference. The contents of the report are as
follows:
In February 1998, SAMCO sold to WestSec for $15,107,145, the Contracts
and related assets which constituted the collateral securing SAMCO's
Series A Notes. A portion of the proceeds of the sale were used to
pay all outstanding principal and accrued interest on the Series A
Notes on February 17, 1998, the maturity date of such Notes.
14
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. *
(27) FINANCIAL DATA SCHEDULE**
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* 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 14, 1998.
NYLIFE Structured Asset Management
Company Ltd.
/s/ Kevin M. Micucci
--------------------------
By: Kevin M. Micucci
Manager and President
(Principal Executive, Financial
and Accounting Officer)
16