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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For fiscal year ended December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ________ to ________.
0-17412
(Commission File Number)
Secured Income L.P.
(Exact name of registrant as specified in its governing instruments)
Delaware 06-118584
(State or other jurisdiction of organization(I.R.S. Employer Identification No.)
Wilder Richman Resources Corporation
599 W. Putnam Avenue
Greenwich, Connecticut 06830
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (203) 869-0900
Securities registered pursuant to Section 12(b) of the Act:
None
(Title of each Class)
Securities registered pursuant to Section 12(g) of the Act:
Units of Limited Partnership Interest
(Title of Class)
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
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in a definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. X
The aggregate sales price of the units of limited partnership interest held
by non-affiliates of the Registrant is $19,687,380. There is currently no public
market for the units of limited partnership interest and, accordingly, such
figure does not represent the market value for the units.
Documents incorporated by reference:
The Prospectus of the Registrant, dated March 5, 1987 as supplemented and
filed pursuant to Rule 424(b) and (c) under the Securities Act of 1933, is
incorporated by reference into Parts I, II and III of this Annual Report on Form
10-K.
PART I
Item 1. Business
General Development of Business
Registrant (also referred to as the "Partnership") is a limited partnership
which was formed under the Delaware Revised Uniform Limited Partnership Act on
October 10, 1986. The general partners of the Partnership (the "General
Partners") are Wilder Richman Resources Corporation, a Delaware corporation,
Real Estate Equity Partners L.P., a Delaware limited partnership, and WRC-87A
Corporation, a Delaware corporation.
The Partnership was organized to invest in luxury multi-family residential
housing complexes (the "Complexes") by acquiring approximately 99% of the
limited partnership interest (the "Operating Partnership Interest") in limited
partnerships that own and operate such Complexes(the"Operating Partnerships").
WRC-87A Corporation is a special limited partner of each Operating Partnership
and has certain rights in connection therewith. Pursuant to Rule 12b-23 of the
Securities and Exchange Commission's General Rules and Regulations promulgated
under the Securities Exchange Act of 1934, as amended, the description of
Registrant's business set forth under the heading "Investment Objectives and
Policies" at pages 20 through 30 of the prospectus, dated March 5, 1987, (the
"Prospectus") is incorporated herein by reference.
Pursuant to the Partnership's Prospectus, as supplemented on October 2,
1987, December 15, 1987 and March 29, 1988, the Partnership offered up to $50
million of units of limited partnership interest in the Partnership (the
"Units") at an offering price of $20 per Unit. The Units were registered under
the Securities Act of 1933 pursuant to a Registration Statement on Form S-11
(Registration No. 33-9602).
Registrant terminated the offering of Units (the "Offering") on February
29, 1988 upon raising sufficient capital from the sale of Units to fund the
acquisition of the two properties specified for investment by Registrant. The
Offering raised $19,687,380 from the sale of 984,369 Units. After payment of
$1,378,117 of selling commissions and $1,378,116 of organization and offering
expenses and acquisition fees, the net proceeds available for investment were
$16,931,147. Of such net proceeds, $16,734,273 was allocated to the acquisition
of Operating Partnership Interests which included investments in guaranteed
investment contracts. The remaining net proceeds of $196,874 was designated as
working capital to be used for operating expenses of the Partnership.
Financial Information about Industry Segments
Registrant is engaged solely in the business of holding Operating
Partnership Interests. A presentation of information regarding industry segments
is not applicable and would not be material to an understanding of the
Partnership's business taken as a whole. See Item 8 herein for a summary of
Registrant's operations.
Competition
Information regarding competition, general risks, tax risks and partnership
risks is set forth under the heading "Risk Factors" at pages 37 through 48 of
the Prospectus, which is incorporated herein by reference.
Compliance with Environmental Protection Provisions
Registrant is not aware of any non-compliance by the Operating Partnerships
with respect to Federal, State and Local provisions regulating the discharge of
material into the environment or otherwise relating to the protection of the
environment, and is not aware of any condition that would have a material effect
on the capital expenditures or competitive position of Registrant.
2
Employees of Registrant
Registrant employs no personnel and incurs no payroll costs. An affiliate
of Wilder Richman Resources Corporation employs individuals who perform
accounting, secretarial, transfer and other services on behalf of Registrant as
are necessary in the ordinary course of business. Such individuals also perform
similar services for other affiliates of Wilder Richman Resources Corporation.
Tax Reform Act of 1986, Revenue Act of 1987, Technical and Miscellaneous
Revenue Act of 1988, Omnibus Budget Reconciliation Act of 1989, Omnibus Budget
Reconciliation Act of 1990, Tax Extension Act of 1991, Omnibus Budget
Reconciliation Act of 1993 and Uruguay Round Agreements Act (collectively the
"Tax Acts")
Registrant is organized as a limited partnership and is a "pass through"
tax entity which does not, itself, pay Federal income tax. However, the partners
of Registrant who are subject to Federal income tax may be affected by the Tax
Acts. Registrant will consider the effect of certain aspects of the Tax Acts on
the partners when making decisions regarding its investments. Registrant does
not anticipate that the Tax Acts will currently have a material adverse impact
on Registrant's business operations, capital resources and plans or liquidity.
Item 2. Properties
The following table sets forth information regarding the Complexes owned
by the Operating Partnerships as of December 31, 1996.
Number of
Property Location Dwelling Units
Fieldpointe Apartments Frederick, MD 252
The Westmont New York, NY 163
Fieldpointe Apartments, which is owned by Carrollton X Associates Limited
Partnership (the "Carrollton Partnership"), is comprised of 252 apartment units
totalling approximately 235,000 square feet with approximately 500 parking
spaces. On-site amenities include a clubhouse building with locker room and
on-site management office, a swimming pool and two tennis courts. The apartments
feature numerous amenities, including dishwashers, disposals and fireplaces.
The Partnership acquired its interest as a limited partner in the
Carrollton Partnership by making a capital contribution of $3,121,995. Of this
amount, $1,373,039 was invested in guaranteed investment contracts and
$1,748,956 was contributed upon the Partnership's acquisition of the Operating
Partnership Interest, including the amount due upon the achievement of
sustaining rental revenue.
The mortgage financing for the Carrollton Partnership was modified on
August 30, 1993 from the sale of tax-exempt bonds pursuant to the terms of
Section 103(b)(4)(a) of the Internal Revenue Code. The modified mortgage in the
amount of $10,494,100, bearing fixed 6.09% interest (with an exception for the
first ten months through August 1994) and with a term of 35 years, is insured by
the United States Department of Housing and Urban Development under Section
221(d)(4) of the National Housing Act, as amended. Under the terms of the
financing, 80% of the units are permitted market rate rents and 20% of the units
are to be rented to people earning no more than the low or moderate income
levels within the meaning of Section 103(b)(4)(a) of the Internal Revenue Code.
The Fieldpointe Apartments occupancy rate was approximately 99% as of December
31, 1996.
The Westmont, which is owned by Columbia Associates (the "Columbia
Partnership"), contains 163 apartment units, 9,415 square feet of commercial
space, 46 garage parking spaces, and a penthouse with an exercise center and
health club which offers exercise equipment, steam room, sauna, jacuzzi and a
large terrace. The apartments feature numerous luxury amenities, including
security systems, microwave ovens, dishwashers and hardwood floors.
3
The Partnership acquired its interest as a limited partner in the Columbia
Partnership by making a capital contribution to the Columbia Partnership in the
amount of $12,571,634. Of this amount, $6,651,323 was invested in guaranteed
investment contracts (which had a value of $5,610,679, including net accrued
interest of $18,918, at the time of the acquisition as a result of principal
amortization from the dates of purchase of such guaranteed investment contracts
to the closing of the Columbia Partnership acquisition), $5,921,104 was
contributed upon the Partnership's acquisition of the Operating Partnership
Interest in the Columbia Partnership and $1,039,851 was contributed to the
Columbia Partnership upon the achievement of sustaining rental revenue.
The mortgage financing of the Columbia Partnership was modified on May 27,
1993 pursuant to a bond refunding by the New York City Housing Development
Corporation ("HDC") in the amount of $27,600,000. Under the terms of the
modified financing, the Columbia Partnership agreed that 20% of the residential
units in The Westmont will be maintained for occupancy by low or moderate income
tenants until July 2004. The Westmont's occupancy rate as of December 31, 1996
was approximately 99% as to residential dwelling units and 100% as to commercial
space.
As of December 31, 1996, the residential occupancy and market rental rates
of the Complexes, exclusive of low and moderate income units, were approximately
as follows:
Fieldpointe The
Apartments Westmont
Occupancy Rate 99% 99%
Monthly Rental Rates:
Studio $1,445-1,695
One-Bedroom $550-590 $1,575-2,395
Two-Bedroom $590-670 $2,417-3,195
Three-Bedroom $740-765 $3,045-3,456
The low and moderate income rental rates as of December 31, 1996 for
Fieldpointe Apartments fall within the ranges noted above. Such rates for The
Westmont range from $690 to $898.
Further information regarding the Complexes and Registrant's interest
therein is set forth under the heading Specified Investments at pages 30 through
36 of the Prospectus, and in the supplements to the Prospectus dated October 2,
1987 and March 29, 1988.
Item 3. Legal Proceedings
During December 1996, the Columbia Partnership reached a
settlement with a former employee who had brought a lawsuit
against the Columbia Partnership and the former site manager of
the property alleging wrongful termination in violation of the
Americans with Disabilities Act. The settlement of $32,500 was
paid during December 1996.
Item 4. Submission of Matters to a Vote of Security Holders
None
4
PART II
Item 5. Market for Registrant's Common Equity and Related Unit Matters
a) Market
There is no developed public market for the purchase and sale of Units a nd
Registrant does not anticipate that such a market will develop.
b) Holders
As of December 31, 1996, there were approximately 1,383 record holders of
Units (the "Limited Partners") holding an aggregate of 984,369 Units in the
Partnership.
c) Distributions
The Agreement of Limited Partnership of Registrant provides that all Cash
Available for Distribution (as defined therein) be distributed quarterly to the
partners in specified proportions. There are no restrictions on the
Partnership's ability to make distributions. As part of the restructuring of the
Columbia Partnership's financing, the Columbia Partnership is prohibited from
distributing cash flow from operations (exclusive of proceeds from the
guaranteed investment contracts). See Item 7 herein, Management's Discussion and
Analysis of Financial Condition and Results of Operations, for further
discussion. There were no distributions to the Limited Partners declared during
the years ended December 31, 1995 and 1996.
Item 6. Selected Financial Data
The following table summarizes certain selected consolidated financial
information concerning Registrant and should be read in conjunction with the
consolidated financial statements and the related notes thereto:
Year Ended December 31,
1996 1995 1994 1993 1992
Total revenue $6,434,698 $6,092,551 $5,880,772 $5,729,520 $5,639,587
Net loss (69,521) (397,620) (465,413)(1,219,746)(2,105,872)
Net loss allocated
per unit of
limited
partnership
interest - - (.39) (1.23) (2.12)
At year end:
Total assets 39,322,376 40,458,675 41,709,487 43,416,439 48,049,272
Mortgages payable 35,320,565 36,589,220 37,441,770 37,869,214 40,388,862
Long-term debt
5
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Liquidity and Capital Resources
The Partnership's primary sources of funds are rents generated by the
Operating Partnerships and interest derived from investments and deposits which
are restricted in accordance with the terms of the mortgages of the Operating
Partnerships. As of January 15, 1995, the guaranteed investment contracts which
were acquired to provide distributions to the Limited Partners were fully
amortized. One guaranteed investment contract, which is owned by the Columbia
Partnership, remains outstanding, the proceeds of which are intended to be
utilized for investor service charges of the Columbia Partnership through
December 1997. The Partnership's investments are highly illiquid.
The Partnership is not expected to have access to additional sources of
financing. Accordingly, if unforeseen contingencies arise that cause an
Operating Partnership to require capital in addition to that contributed by the
Partnership and any equity of the Operating General Partners, potential sources
from which such capital needs will be able to be satisfied (other than reserves)
would be additional equity contributions of the Operating General Partners or
other equity reserves, if any, which could adversely affect the distribution
from the Operating Partnerships to the Partnership of operating cash flow and
sale or refinancing proceeds. Prior to the modification of the mortgages of the
respective Operating Partnerships during 1993 (more fully discussed below), the
rents generated by the Operating Partnerships were generally not sufficient to
fully cover the operating expenses and debt service requirements of the
Operating Partnerships. The respective Operating General Partners have provided
funds necessary to cover operating deficits in the form of advances and fee
deferrals; however, there can be no assurance that the respective Operating
General Partners will continue to provide such funds to the extent they are
needed.
The results of operations in 1996 were favorable compared to 1995
principally due to a decrease in the weighted average interest rate on the
Columbia Partnership mortgages from 3.72% to 3.29%. Property and equipment
decreased by approximately $1,340,000 due to depreciation of approximately
$1,528,000, partially offset by capital expenditures of approximately $188,000,
while intangible assets decreased by approximately $466,000 primarily due to
amortization. Property and equipment and intangible assets are expected to
decrease annually as the cost of these assets is allocated to future periods
over their remaining lives.
Investment in guaranteed investment contract decreased by approximately
$66,000 as a result of the amortization of principal from the quarterly payments
from such contract. The payments of principal and interest from such contracts
were previously utilized by the Partnership to make distributions to the
partners (through December 1994) and currently cover a portion of the investor
services expenses incurred by the Partnership. Virtually all distributions to
partners to date have been generated from the investment in guaranteed
investment contracts. The General Partners do not anticipate significant cash
flow distributions from the properties given the restrictions on cash flow
distributions of the Columbia Partnership resulting from the restructuring of
its financing.
As a result of the cash flows generated by the operations of the Complexes
and the proceeds of the Columbia Partnership's guaranteed investment contract,
cash and cash equivalents increased by approximately $120,000 and restricted
assets and funded reserves required under the terms of the respective mortgages
increased by approximately $834,000. Mortgages payable decreased due to
principal amortization of approximately $1,269,000, which amount includes
$800,000 of accelerated payments on the Columbia Partnership mortgages (see
discussion below). Due to general partners and affiliates increased primarily as
a result of accrued interest on advances provided by the Columbia Operating
General Partners and accrued investor services fees, partially offset by the
payment of management and reporting fees of the Carrollton Partnership which
were previously deferred. As of December 31, 1996, the Partnership owes
approximately $620,000 to an affiliate of certain General Partners for accrued
investor services fees.
As of December 31, 1996, the balance in the Columbia Partnership's Pledged
Cap Account (see discussion below) is approximately $1,754,000. Although the
original outside date for the Pledged Cap Account to be utilized for its
intended purpose was October 31, 1996, the Columbia Operating General Partners
have been conducting ongoing discussions with the lender in order to address
other potential uses of such account, including utilizing such funds for costs
in connection with a potential refinancing of the mortgages with another lender.
Under the current financing terms, the lender is entitled to a credit
enhancement fee of 2.5% per annum based on the outstanding loan balance
Therefore, the Columbia Operating
6
General Partners have been conducting discussions with other potential
credit enhancers in order to obtain a lower effective borrowing rate. However,
there can be no assurance that the lender would approve any alternative
utilization of such account, or that the Columbia Operating General Partners
will procure suitable alternative financing.
Results of Operations
Year Ended December 31, 1996
Due to a decrease in the weighted average interest rate on the Columbia
Partnership mortgages and an increase in rental revenue, the Partnership's
results from operations improved during the year ended December 31, 1996 as
compared to the year ended December 31, 1995. Operating and maintenance expenses
increased for the year ended December 31, 1996 primarily due to increased
maintenance salaries. Interest revenue for the year ended December 31, 1996 is
comparable to the year ended December 31, 1995 and was generated primarily from
Partnership deposits and escrows established in connection with the Columbia
Partnership mortgages (see discussion below).
During 1996, the Complexes generated net cash flow before scheduled
principal reduction on the mortgages and, in the case of the Columbia
Partnership, prior to mandatory deposits to an Operating Deficit Reserve, a
Pledged Cap Account and a Bond Retirement Escrow (as such terms are defined in
the consolidated financial statements) of approximately $1,876,000. Such amount
reflects cash flow after replacement reserve activity and capital expenditures
and excludes proceeds from the remaining guaranteed investment contract.
Mortgage principal payments during 1996 for the Columbia Partnership and the
Carrollton Partnership were approximately $1,162,000 and approximately $106,000,
respectively. In the case of the Columbia Partnership, the maximum amount
permitted to be deposited to the Operating Deficit Reserve ($500,000) was
achieved during 1994; accordingly, no additional deposits to the Operating
Deficit Reserve are required other than to maintain the account at a balance of
$500,000. No amounts were utilized from the Operating Deficit Reserve during
1996. Deposits to the Pledged Cap Account and the Bond Retirement Escrow during
1996 were approximately $439,000 and approximately $709,000, respectively. As
discussed in the consolidated financial statements, any savings realized on the
difference between the initial note rate on the Columbia Partnership mortgages
of 4.66% and the actual low floater rate (approximately 3.29% weighted average
rate during 1996) are deposited into the Pledged Cap Account. To the extent the
future cash flow generated by the Columbia Partnership is not utilized to fund
the Operating Deficit Reserve or Pledged Cap Account, such cash flow, under the
Citibank loan terms, will be deposited to the Bond Retirement Escrow to make
additional mortgage principal payments. Such additional payments amounted to
$800,000 during the year ended December 31, 1996. However, there can be no
assurance that the level of cash flow generated by the Complexes in 1996 will
continue in future years. Restricted assets and funded reserves as of December
31, 1996 include balances in the Operating Deficit Reserve, the Pledged Cap
Account and the Bond Retirement Escrow of $500,000, approximately $1,754,000 and
approximately $182,000, respectively.
As of December 31, 1996, the occupancy of Fieldpointe Apartments was
approximately 99% and the occupancy of The Westmont was approximately 99% as to
residential units and 100% as to commercial space. The commercial space was
fully occupied throughout 1996, resulting in an increase in commercial rent
revenue of approximately $133,000 as compared to 1995. The future operating
results of the Complexes will be extremely dependent on market conditions and
therefore may be subject to significant volatility. The Complexes are generally
in good physical condition and are being managed by experienced management
companies.
Year Ended December 31, 1995
Despite an increase in the weighted average interest rate on the Columbia
Partnership mortgages, the Partnership's results from operations during the year
ended December 31, 1995 were comparable to the year ended December 31, 1994 due
to an increase in rental revenue. The increased interest expense associated with
the Columbia Partnership mortgages was partially offset by the impact of a lower
interest rate on the Carrollton Partnership mortgage during 1995. Operating and
maintenance expenses decreased for the year ended December 31, 1995, primarily
due to decreased maintenance expenses which were higher than usual during 1994
(see discussion below). Although interest revenue for the year ended December
31, 1995 is comparable to the year ended December 31, 1994, interest revenue in
1995 was generated primarily from Partnership deposits and escrows established
in connection with the Columbia Partnership mortgages (see discussion below),
whereas approximately fifty percent of such revenue in 1994 was attributable to
the investments in guaranteedinvestment contracts.
7
During 1995, the Complexes generated net cash flow before scheduled
principal reduction on the mortgages and, in the case of the Columbia
Partnership, prior to mandatory deposits to the Operating Deficit Reserve, the
Pledged Cap Account and the Bond Retirement Escrow of approximately $1,574,000.
Such amount reflects cash flow after replacement reserve activity and capital
expenditures and excludes proceeds from the guaranteed investment contracts. No
amounts were utilized from the Operating Deficit Reserve during 1995. Deposits
to the Pledged Cap Account and the Bond Retirement Escrow during 1995 were
approximately $322,000 and approximately $670,000, respectively. Mortgage
principal payments during 1995 for the Columbia Partnership and the Carrollton
Partnership were approximately $752,000 and approximately $101,000,
respectively, which amount for the Columbia Partnership includes $400,000 of
additional payments from the Bond Retirement Escrow. Restricted assets and
funded reserves as of December 31, 1995 include balances in the Operating
Deficit Reserve, the Pledged Cap Account and the Bond Retirement Escrow of
approximately $504,000, approximately $1,265,000 and approximately $270,000,
respectively.
As of December 31, 1995, the occupancy of Fieldpointe Apartments was
approximately 99% and the occupancy of The Westmont was approximately 98% as to
residential units and 100% as to commercial space. Although the commercial space
was fully occupied as of December 31, 1995, approximately 22% of the space was
vacant during 1995 until November 1, 1995; the terms of the new lease (which has
a five year term plus renewal options) included a rent concession through
February 28, 1996. The commercial vacancy loss (including concessions on the new
lease) for 1995 was approximately $126,000. However, despite the impact of the
unoccupied commercial space, rental revenue increased by approximately 4.1% due
to higher average residential occupancy and higher rent charges during 1995.
Year Ended December 31, 1994
As mentioned above, the mortgages of the Operating Partnerships were
refinanced during 1993. Accordingly, the Partnership's results from operations
improved considerably during the year ended December 31, 1994 as compared to the
year ended December 31, 1993 due primarily to a significant decrease in interest
expense and the ability to sustain occupancy rates achieved during 1993.
Interest revenue decreased for the year ended December 31, 1994 as compared to
the year ended December 31, 1993, primarily due to the declining interest earned
on the guaranteed investment contracts as the contracts matured. Interest earned
on the guaranteed investment contracts amounted to approximately $74,000 for the
year ended December 31, 1994 and is reflected in results from operations.
Operating and maintenance expenses increased during the year ended December 31,
1994 as compared to the year ended December 31, 1993, primarily due to increased
maintenance expenses incurred as the Complexes utilized certain of the interest
expense savings noted above.
During 1994, the Complexes generated net cash flow before scheduled
principal reduction on the mortgages and, in the case of the Columbia
Partnership, prior to mandatory deposits to the Operating Deficit Reserve and
the Pledged Cap Account of approximately $1,598,000. Such amount reflects cash
flow after replacement reserve activity and capital expenditures and excludes
proceeds from the guaranteed investment contracts. Mortgage principal payments
during 1994 for the Columbia Partnership and the Carrollton Partnership were
approximately $352,000 and approximately $75,000, respectively. Deposits to the
Operating Deficit Reserve and the Pledged Cap Account during 1994 were
approximately $502,000 and approximately $577,000, respectively. As of December
31, 1994, the occupancy of Fieldpointe Apartments was approximately 96% and the
occupancy of The Westmont was approximately 99% as to residential units and 75%
as to commercial space. Although the vacany of The Westmont's commercial space
represented a decline in rental revenue of approximately $69,000 during the year
ended December 31, 1994, rental revenue increased approximately 3.5% during the
year ended December 31, 1994 as compared to the year ended December 31, 1993 as
a result of the consistently high occupancy of residential units of both
Complexes throughout 1994. The distribution provided to Limited Partners was
available exclusively from proceeds from the guaranteed investment contracts.
8
Inflation
Inflation is not expected to have a material adverse impact on Registrant's
revenues during its period of ownership of the Operating Partnerships. However,
because of the nature of the low floater interest rate involved in the Columbia
Partnership's debt restructuring, the Columbia Partnership's ability to generate
cash flow (and therefore fund reserves and retire debt) would be adversely
affected by inflation. Although the outside date for purchasing an interest rate
cap was October 1996, the cap has not been purchased (see discussion above under
the caption "Liquidity and Capital Resources").
Recent Accounting Statements Not Yet Adopted
In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards ("SFAS") No. 128, "Earnings per Share" and
SFAS No. 129, "Disclosure of Information about Capital Structure." SFAS No. 128
provides accounting and reporting standards for the amount of earnings per
share. SFAS No. 129 requires the disclosure in summary form within the financial
statements of the pertinent rights and privileges of the various securities
outstanding. SFAS No. 128 and SFAS No. 129 are effective for fiscal years ending
after December 15, 1997 and earlier application is not permitted.
The implementation of these standards is not expected to materially affect
Registrant's financial statements because Registrant's earnings per share would
not be significantly affected and the disclosures regarding the capital
structure in the financial statements would not be significantly changed.
Item 8. Financial Statements and Supplementary Data
Set forth in the financial statements listed on page F-2 is the financial
information required in response to Item 8. Such financial statements and
schedules appear on pages F-1 to F-21 and are incorporated herein by reference.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
9
PART III
Item 10. Directors and Executive Officers of the Registrant
The Partnership has no directors or executive officers.
The General Partners are Wilder Richman Resources Corporation, a Delaware
corporation (the "WRC General Partner"), Real Estate Equity Partners L.P., a
Delaware limited partnership and an affiliate of Lehman Brothers Inc. (the
"Lehman General Partner") and WRC-87A Corporation, a Delaware corporation (the
"L/WRC General Partner"). The L/WRC General Partner is currently one-half owned
by Real Estate Equity Partners Inc., the corporate general partner of the Lehman
General Partner, and one-half owned by the shareholders of the WRC General
Partner.
The WRC General Partner
The directors and officers of the WRC General Partner are as follows:
Name Age Office
Richard Paul Richman 49 President and Director
Robert H. Wilder, Jr. 51 Executive Vice President,
Secretary, Treasurer and Director.
Each of such directors and officers have served in such capacity since
the company's formation.
Richard Paul Richman, 49 years old, is President and Director of the WRC
General Partner. Mr. Richman graduated from the Columbia University Law School
with a Juris Doctor degree, the Columbia University Graduate School of Business
Administration with a Master of Business Administration degree and Syracuse
University with a Bachelor of Arts degree in Political Science. Mr. Richman has
over ten years of extensive experience in both the development and management of
residential properties. From 1973 until 1979, Mr. Richman practiced corporate
law in New York City with the law firm of Greenbaum, Wolff & Ernst and then as a
partner of Shipley, Richman & Nierenberg. For over six years, Mr. Richman acted
as a lawyer in connection with the development, syndication and tax issues
relating to real estate. Since 1988, Mr. Richman has been the President and sole
stockholder of The Richman Group, Inc. In recent years, Mr. Richman has devoted
full time to the syndication and development of real estate. Mr. Richman was a
vice president and shareholder of Related Housing Companies Incorporated, New
York, New York from 1978 until mid-1979 with responsibility for that company's
project acquisition and syndication activities. Mr. Richman has been a member of
the National Advisory Board of the Housing and Development Reporter, a bi-weekly
publication of the Bureau of National Affairs, Inc., a frequent speaker on real
estate syndication, has been a member of the New York State Historic Credit Task
Force, the National Leased Housing Association, the Coalition to Preserve the
Low-Income Tax Credit and the Minority Developer Assistance Corporation (which
was established by the New York State Battery Park Commission).
Robert H. Wilder, Jr., 51 years old, is Executive Vice President,
Secretary, Treasurer and Director of the WRC General Partner. Mr. Wilder
graduated from the University of Michigan with a Bachelor of Arts degree in
Economics and from the Columbia University Graduate School of Business with a
Master of Business Administration degree. After graduation in 1968, Mr. Wilder
joined James D. Landauer Associates, Inc., a national real estate consulting
firm, where his responsibilities included feasibility studies, market analyses,
land use studies, portfolio valuations and appraisals of industrial, office,
commercial and multi-family properties. From 1973 until mid-1979, Mr. Wilder was
executive vice president and shareholder of Related Housing Companies
Incorporated, New York, New York, and was responsible for mortgage financing and
construction loan placement and the supervision of the development of the
company's projects. Since 1988, Mr. Wilder has been the President and sole
shareholder of Wilder Property Companies Inc. Mr. Wilder is also a licensed real
estate broker in New York and Connecticut.
10
The Lehman General Partner
The directors and officers of Real Estate Equity Partners Inc.
are set forth below.
Certain officers and directors of Real Estate Equity Partners Inc. are now
serving (or in the past have served) as officers or directors of entities which
act as general partners of a number of real estate limited partnerships which
have sought protection under the provisions of the Federal Bankruptcy Code. The
partnerships which have filed bankruptcy petitions own real estate which has
been adversely affected by the economic conditions in the markets in which the
real estate is located and, consequently, the partnerships sought the protection
of the bankruptcy laws to protect the partnerships' assets from loss through
foreclosure.
Name Age Office
Paul L. Abbott 51 President, Chief Operating Officer
and Chief Financial Officer
Doreen Odell 37 Vice President
John Barker 27 Vice President
Paul L. Abbott, age 51, is a Managing Director of Lehman Brothers Inc. Mr.
Abbott joined Lehman Brothers Inc. in August 1988 and is responsible for
investment management of residential, commercial and retail real estate. Prior
to joining Lehman Brothers Inc., Mr. Abbott was a real estate consultant and a
senior officer of a privately held company specializing in the syndication of
private real estate limited partnerships. From 1974 through 1983, Mr. Abbott was
an officer of two life insurance companies and a director of an insurance agency
subsidiary. Mr. Abbott received his formal education in the undergraduate and
graduate schools of Washington University in St. Louis.
Doreen Odell, age 37, is First Vice President of Lehman Brothers Inc. and
has worked with the Diversified Asset Group since June 1988. Ms. Odell graduated
Phi Beta Kappa and received a B.A. in Economics summa cum laude from Wellesley
College in 1981. She received a M.S. in Real Estate Development from the
Massachusetts Institute of Technology in 1986. Prior to joining Lehman Brothers
Inc., Ms. Odell was involved in real estate development in both the public and
private sectors. As a development manager with N.Y.C. Public Development
Corporation, she structured joint ventures with private developers. She also
worked with a private development company, The Harborside Corporation,
evaluating real estate investments and development projects. From 1981 to 1984,
Ms. Odell was a construction loan officer with Manufacturer's Hanover Trust
Company.
John Barker, age 27, is an Associate of Lehman Brothers Inc. and is
responsible for the investment management of retail, commercial and residential
real estate. Since joining Lehman Brothers Inc. in 1996, Mr. Barker has been
involved in restructuring, asset management and the sale of commercial, retail
and residential properties. Prior to joining Lehman Brothers Inc., Mr. Barker
worked in valuation and investment sales for Jones Lang Wootton USA and was an
officer in the United Sates Navy. Mr. Barker received an undergraduate degree
from the University of Pennsylvania and a graduate degree from the Navy Supply
Corps School.
The L/WRC General Partner
The directors and officers of the L/WRC General Partner are as follows:
Name Office
Paul L. Abbott President and Director
Richard Paul Richman Executive Vice President, Secretary,
Treasurer and Director
Mr. Abbott's biography is included above under the Lehman General Partner.
Mr. Richman's biography is included above under the WRC General Partner.
11
Item 11. Executive Compensation
The Partnership is not required to pay the officers, directors or partners
of the General Partners any direct compensation and no such compensation was
paid during the fiscal year ended December 31, 1996.
Item 12. Security Ownership of Certain Beneficial Owners and Management
a) No person or group is known by the Partnership to be the owner of record
of more than 5% of the outstanding units as of December 31, 1996.
b) Security ownership by the General Partners is as follows:
Percentage of
Amount and Outstanding
Nature of General
Title of Beneficial Partners'
Class Name of Beneficial Owner Ownership Interest *
General Real Estate Equity $3.33 33.3%
Partners' Partners L.P.
Interest in
Secured Income L.P. Wilder Richman $3.33 33.3%
Resources Corporation
WRC-87A Corporation $3.34 33.4%
* General Partners as a class have a 1% interest in all profits, losses and
distributions of the Partnership.
c) Registrant knows of no arrangements which may, at a subsequent date,
result in a change of control of Registrant. Article VI of the Limited
Partnership Agreement describes the circumstances under which changes in General
Partners canoccur.
d) There is no family relationship between any of the foregoing
directors and executive officers.
e) Involvement in certain legal proceedings with respect to the
foregoing directors and executive officers: None.
Item 13. Certain Relationships and Related Transactions with Management
The General Partners and their affiliates are entitled to receive certain
compensation, fees and reimbursements of expenses. The Partnership incurred
investor services fees in the amount of $80,072, of which $65,971 is payable to
an affiliate of the General Partners for the year ended December 31, 1996.
Information regarding such compensation is set forth under the heading
"Compensation And Fees To General Partners And Affiliates" at pages 13 through
19 of the Prospectus, which is incorporated herein by reference.
The financial interests in Registrant of the General Partners and Special
Limited Partner are set forth under the heading "Profits, Losses and
Distributions" at pages 64 through 67 of the Prospectus, which is incorporated
herein by reference.
The taxable income generated by Registrant during the year ended December
31, 1996 allocated to each of the General Partners was approximately $1,100.
12
Transactions with Affiliates of Management
Wilder Richman Management Corp. ("WRMC"), an affiliate of certain General
Partners, is the managing agent of Fieldpointe Apartments. In connection with
these services, WRMC earned management and reporting fees of $83,958 in 1996.
Indebtedness of Management
No officer or director of the General Partners or any affiliate of the
foregoing was indebted to Registrant at any time during the fiscal year ended
December 31, 1996.
13
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K
(a) 1 Financial Statements - The list of Financial Statements appears
on page F-2.
2 Schedules - The list of Financial Statement Schedules appears
on page F-2.
3 Exhibits:
3(A) Form of Amended and Restated Agreement of Limited Partnership
of Secured Income L.P., incorporated by reference to Exhibit A
to the Prospectus contained in the Partnership's Registration
Statement on Form S-11 (No. 33-9602) (the "Form S-11").
3(B) Certificate of Limited Partnership of Secured Income L.P.,
incorporated by reference to Exhibit 3(B) of Form S-11.
10(A) Escrow Agreement between Registrant and FirsTier Bank N.A.,
incorporated by reference to Exhibit 10(A) of Form S-11.
10(B) Carrollton Partnership Interest Acquisition Agreement,
incorporated by reference to Exhibit 10(B) of Form S-11.
10(C) Carrollton Partnership Agreement, as amended, and guarantees to
certain obligations by Carrollton Developer General Partner,
incorporated by reference to Exhibit 10(C) of Form S-11.
10(D) Carrollton Property Management Agreement, as amended,
incorporated by reference to Exhibit 10(D) of Form S-11.
10(E) Fieldpointe Complex Financing Documents, incorporated by
reference to Exhibit 10(B) of Form S-11.
10(F) Form of Guaranteed Investment Contract Escrow Agreement,
incorporated by reference to Exhibit 10(F) of Form S-11.
10(G) Columbia Partnership Interest Acquisition Agreement,
incorporated by reference to Exhibit 10(G) of Form S-11.
10(H) Columbia Partnership Agreement and guarantee of certain
obligations of Columbia Developer General Partner, incorporated
by reference to Exhibit 10(H) of Form S-11.
10(I) Columbia Property Management Agreement, incorporated by
reference to Exhibit 10(I) of Form S-11.
10(J) Columbia Construction and Development Agreement, incorporated
by reference to Exhibit 10(J) of Form S-11.
10(K) Westmont Complex Financing Documents, incorporated by reference
to Exhibit 10(K) of Form S-11.
10(L) Westmont Complex Financing Restructuring Agreement,
incorporated by reference to Form 10-K for fiscal year ended
December 31, 1992.
10(M) Columbia Partnership Cost-Sharing and Indemnity Agreement in
connection with the mortgage modification dated May 27, 1993,
incorporated by reference to Form 10-K for fiscal year ended
December 31, 1993.
14
10(N) Amendment of Partnership Agreement of Columbia Partnership
dated May 27, 1993, incorporated by reference to Form 10-K for
fiscal year ended December 31, 1993.
10(O) Amendment of Guaranty Agreement of Columbia Partnership dated
May 27, 1993, incorporated by reference to Form 10-K for fiscal
year ended December 31, 1993.
10(P) Columbia Partnership Financing Agreement dated May 27, 1993,
incorporated by reference to Form 10-K for fiscal year ended
December 31, 1993.
10(Q) Carrollton Partnership Assignment and Modification of Deed of
Trust dated August 30, 1993, incorporated by reference to Form
10-K for fiscal year ended December 31, 1993.
(25) Power of Attorney, incorporated by reference to Exhibit 25 of
Form S-11.
(28) Market Analysis dated February 1, 1985 of REDE Associates,
incorporated by reference to Exhibit 28 of Form S-11.
Other Exhibits
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the last quarter of
the fiscal year ended December 31, 1996.
15
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Registrant has duly caused this report to be signed on its
behalf by the undersigned, hereunto duly authorized on the 31st day of March,
1997.
SECURED INCOME L.P.
By: Wilder Richman Resources Corporation, General Partner
By: /s/Richard Paul Richman
Richard Paul Richman - President
By: Real Estate Equity Partners L.P., General Partner
Real Estate Equity Partners Inc.
By: /s/Paul L. Abbott
Paul L. Abbott - President
By: WRC-87A Corporation, General Partner
By: /s/Paul L. Abbott
Paul L. Abbott - President
16
CONSOLIDATED FINANCIAL STATEMENTS AND
INDEPENDENT AUDITORS' REPORT
SECURED INCOME L.P. AND SUBSIDIARIES
DECEMBER 31, 1996, 1995 AND 1994
SECURED INCOME L.P. AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
PAGE
INDEPENDENT AUDITORS' REPORT F-3
CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS F-4
CONSOLIDATED STATEMENTS OF OPERATIONS F-5
CONSOLIDATED STATEMENTS OF PARTNERS' DEFICIT F-6
CONSOLIDATED STATEMENTS OF CASH FLOWS F-7
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F-8
CONSOLIDATED FINANCIAL STATEMENT SCHEDULES
SCHEDULE IV - INDEBTEDNESS TO RELATED PARTIES F-21
ALL OTHER SCHEDULES ARE OMITTED BECAUSE THEY ARE NOT
REQUIRED, ARE INAPPLICABLE, OR THE INFORMATION IS OTHERWISE
SHOWN IN THE CONSOLIDATED FINANCIAL STATEMENTS OR NOTES
THERETO.
F - 2
INDEPENDENT AUDITORS' REPORT
To the Partners
Secured Income L.P. and Subsidiaries
We have audited the consolidated balance sheets of Secured Income L.P. and
Subsidiaries as of December 31, 1996 and 1995, and the related consolidated
statements of operations, partners' deficit and cash flows for each of the three
years in the period ended December 31, 1996. These financial statements are the
responsibility of the partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audit.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
mis-statement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Secured
Income L.P. and Subsidiaries as of December 31, 1996 and 1995, and the results
of their operations, changes in their partners' deficit and their cash flows for
each of the three years in the period ended December 31, 1996, in conformity
with generally accepted accounting principles.
We have also audited Schedule IV of Secured Income L.P. and Subsidiaries
for the years ended December 31, 1996, 1995 and 1994. In our opinion, this
schedule presents fairly, in all material respects, the information required to
be set forth therein.
By: /s/ Reznick Fedder & Silverman
Bethesda, Maryland
March 7, 1997
F - 3
Secured Income L.P. and Subsidiaries
CONSOLIDATED BALANCE SHEETS
December 31, 1996 and 1995
ASSETS
Notes 1996 1995
PROPERTY AND EQUIPMENT, net of
accumulated depreciation 3,6 $31,228,583 $32,568,735
CASH AND CASH EQUIVALENTS 11 896,433 776,227
CASH RESTRICTED FOR TENANTS'
SECURITY DEPOSITS 451,401 424,470
RESTRICTED ASSETS AND FUNDED
RESERVES 5,6,9,11 4,322,124 3,487,938
INVESTMENT - guaranteed
investment contract 2,11 92,585 158,394
INTEREST AND ACCOUNTS
RECEIVABLE 11 67,094 57,859
PREPAID EXPENSES 135,734 425,513
INTANGIBLE ASSETS, net of
accumulated amortization 4 2,093,714 2,559,539
OTHER ASSETS 34,708
$39,322,376 $40,458,675
LIABILITIES AND PARTNERS' DEFICIT
LIABILITIES
Mortgages payable 6 $35,320,565 $36,589,220
Accounts payable and
accrued expenses 236,891 248,310
Tenants' security
deposits payable 451,401 421,946
Due to general partners
and affiliates 7 3,970,278 3,774,483
Deferred income 164,368 176,322
40,143,503 41,210,281
COMMITMENTS AND CONTINGENCIES 6,9
PARTNERS' DEFICIT 8
Limited partners (984,369
units issued and
outstanding) - -
General partners' deficit (821,127) (751,606)
(821,127) (751,606)
$ 39,322,376 $40,458,675
See notes to consolidated financial statements
F - 4
Secured Income L.P. and Subsidiaries
CONSOLIDATED STATEMENTS OF OPERATIONS
Years ended December 31,
Notes 1996 1995 1994
REVENUE
Rental $6,227,870 $5,907,143 $ 5,673,761
Interest 169,896 156,261 150,771
Other 36,932 29,147 56,240
6,434,698 6,092,551 5,880,772
EXPENSES
Administrative and
management 7 774,264 746,458 737,802
Operating and
maintenance 1,060,253 852,146 971,143
Taxes and insurance 891,180 916,304 877,184
Interest 6,7 1,764,812 1,955,821 1,712,456
Depreciation and
amortization 3,4 2,013,710 2,019,442 2,047,600
6,504,219 6,490,171 6,346,185
NET LOSS $ (69,521) $ (397,620) $ (465,413)
NET LOSS ATTRIBUTABLE TO
Limited partners 8 $ - $ - $ (381,240)
General partners 8 (69,521) (397,620) (84,173)
$ (69,521) $ (397,620) $ (465,413)
NET LOSS ALLOCATED PER
UNIT OF LIMITED
PARTNERSHIP INTEREST 8 $ - $ - $ (.39)
Weighted number of units
outstanding 984,369 984,369 984,369
See notes to consolidated financial statements
F - 5
Secured Income L.P. and Subsidiaries
CONSOLIDATED STATEMENTS OF PARTNERS' DEFICIT
Years ended December 31, 1996, 1995 and 1994
Limited General
Total partners partners
Partners' equity (deficit),
December 31, 1993 $ 978,004 $1,226,732 $(248,728)
Net loss (465,413) (381,240) (84,173)
Distributions (864,189) (845,492) (18,697)
Partners' deficit,
December 31, 1994 (351,598) - (351,598)
Net loss (397,620) - (397,620)
Distributions (2,388) - (2,388)
Partners' deficit,
December 31, 1995 (751,606) - (751,606)
Net loss (69,521) - (69,521)
Partners' deficit,
December 31, 1996 $(821,127) $ - $(821,127)
See notes to consolidated financial statements
F - 6
Secured Income L.P. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years ended December 31,
1996 1995 1994
CASH FLOWS FROM OPERATING
ACTIVITIES
Net loss $ (69,251) $ (397,620) $ (465,413)
Adjustments to reconcile net
loss to net cash provided
by operating activities
Depreciation and amortization 2,013,710 2,019,442 2,047,600
Decrease (increase) in assets
Restricted assets and funded
reserves (834,186) (491,585) (878,004)
Tenants' security deposits (26,931) (12,408) (11,953)
Interest and accounts receivable (9,235) (5,817) 360,735
Prepaid expenses 289,779 (28,147) (259,973)
Intangible assets (20,000) (45,785)
Other assets (34,708)
Increase (decrease) in liabilities
Accounts payable and accrued
expenses (11,418) 24,743 (52,501)
Tenants' security deposits
payable 29,455 9,884 11,953
Due to general partners and
affiliates 195,794 193,782 240,929
Deferred income (11,954) (11,954) (11,954)
Net cash provided by operating
activities 1,510,785 1,254,535 981,419
CASH FLOWS FROM INVESTING ACTIVITIES
Principal proceeds from guaranteed
investment contracts 65,809 270,741 665,178
Capital expenditures (187,733) (339,980) (117,902)
Net cash provided by (used in)
investing activities (121,924) (69,239) 547,276
CASH FLOWS FROM FINANCING ACTIVITIES
Payments of principal on permanent
financing (1,268,655) (852,550) (427,444)
Distributions to partners (217,097) (1,002,522)
Net cash used in financing
activities (1,268,655) (1,069,647) (1,429,966)
NET INCREASE IN CASH AND CASH
EQUIVALENTS 120,206 115,649 98,729
CASH AND CASH EQUIVALENTS, beginning
of year 776,227 660,578 561,849
CASH AND CASH EQUIVALENTS, end of year $ 896,433 $ 776,227 $ 660,578
SUPPLEMENTAL INFORMATION
Interest paid $ 1,471,566 $1,626,811 $1,476,936
F - 7
Secured Income L.P. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1996, 1995 and 1994
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Secured Income L.P. (the "Partnership"), was formed on October 10, 1986
under the Revised Uniform Limited Partnership Act of the State of Delaware
for the purpose of acquiring real estate limited partnership interests. The
Partnership filed a Form S-11 registration statement with the Securities
and Exchange Commission effective March 5, 1987 covering an offering of up
to 2,500,000 limited partnership units at $20 per unit. The admission of
limited partners occurred on October 9, 1987 (at which time operations
commenced), December 18, 1987 and April 12, 1988.
Carrollton X Associates Limited Partnership ("Carrollton") was organized
under the laws of the District of Columbia on December 18, 1985 for the
purpose of constructing and operating a residential rental apartment
complex and related facilities under Section 221(d)4 of the National
Housing Act. The Partnership acquired a 98.9% limited partner interest in
Carrollton in October 1987. The complex consists of 252 units located in
Frederick, Maryland and operates under the name of Fieldpointe Apartments.
Columbia Associates ("Columbia") was formed as a limited partnership on
February 6, 1985 to acquire an interest in real property located in New
York, New York and to construct and operate thereon a 163 unit apartment
complex which also includes a parking garage and commercial space. The
Partnership acquired a 98.9% limited partner interest in Columbia in
December 1988. The complex operates under the name of The Westmont.
Columbia and Carrollton have underlying mortgages which qualify for
tax-exempt financing as a result of restricting at least 20% of their
apartment units for low to moderate income tenants as defined in applicable
guidelines.
Principles of Consolidation
The consolidated financial statements include the assets, liabilities and
results of operations which relate to the business of the Partnership,
Carrollton and Columbia. All significant inter-partnership balances and
transactions have been eliminated in consolidation.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenue and expenses
during the reporting period. Actual results could differ from those
estimates.
Property, Equipment and Depreciation
Land, buildings and improvements are carried at the lower of cost or net
realizable value. Net realizable value represents the net cash flow
necessary to recover costs exclusive of debt service. Depreciation is
provided for in amounts sufficient to relate the cost of depreciable assets
to operations over their estimated service lives by use of the straight-
line method over a 25-year life. Personal property is carried at cost and
is depreciated over its estimated service life of 5-7 years using the
straight-line method. Improvements are capitalized, while expenditures for
maintenance and repairs are charged to expense as incurred. Upon disposal
of depreciable property, the appropriate property accounts are reduced by
the related costs and accumulated depreciation and the resulting gains or
losses are reflected in the consolidated statements of operations.
F - 8
Secured Income L.P. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
December 31, 1996, 1995 and 1994
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
Other Assets and Amortization
Mortgage costs are amortized over the terms of the respective loans using
the effective interest method. Acquisition fees are amortized over the useful
lives of the respective property and equipment using the straight- line method.
Leasing costs are amortized over the period of the applicable leases which range
from 5 to 12 years using the straight-line method. Partnership management fees,
which became fully amortized during the year ended December 31, 1994, were
amortized over 60 months using the straight- line method.
Deferred Income
Deferred income consists of a fee received by Columbia for the extension of
a parking garage lease which expires September 30, 2011. Such fee is being
allocated to income over the lease term.
Leases
Tenant leases are treated as operating leases. Rental revenue is reported
when earned and expenses are charged to operations as incurred.
Interest Income
Interest earned on guaranteed investment contracts is recognized utilizing
the effective interest method.
Income Taxes
No provision or benefit for income taxes has been included in these
financial statements since taxable income or loss passes through to, and is
reportable by, the partners individually.
Cash and Cash Equivalents
The Partnership considers all highly liquid investments with an original
maturity of three months or less at the date of acquisition to be cash
equivalents.
Net Loss per Unit of Limited Partnership Interest
Net loss per unit of limited partnership interest is calculated based upon
the weighted average number of units outstanding, 984,369 for each of the
years 1996, 1995 and 1994. Losses are allocated to limited partners until
such time as the limited partners' equity reaches zero.
Adoption of Accounting Standard
On January 1, 1996, the Partnership adopted Statement of Financial
Accounting Standards ("SFAS") No.121, "Accounting for Impairment of Long- Lived
Assets and for Long-Lived Assets to be Disposed of. This standard requires that
long-lived assets and certain identifiable intangibles held and used by an
entity be reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable.
F - 9
Secured Income L.P. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
December 31, 1996, 1995 and 1994
NOTE 2 - GUARANTEED INVESTMENT CONTRACTS
In order to provide investor limited partners with a 7% guaranteed cash
distribution through December 31, 1993 and to pay investor services fees
for a prescribed period, the Partnership purchased guaranteed investment
contracts upon each admission of limited partners. Proceeds from the
guaranteed investment contracts have been comprised of principal and
interest such that the balances of the guaranteed investment contracts are
fully amortized upon the expiration of their respective terms.
In connection with the Partnership's investment in Carrollton, the
Partnership purchased guaranteed investment contracts to provide
Carrollton's pro rata portion of the 7% cash distributions through December
31, 1993. Such guaranteed investment contracts expired on January 15, 1994
and were then fully amortized. In connection with the Partnership's
investment in Columbia, the Partnership purchased guaranteed investment
contracts sufficient to provide Columbia's pro rata portion of the 7% cash
distributions through December 31, 1993 with an additional guaranteed
investment contract being utilized to provide a cash distribution for the
year ended December 31, 1994 and to pay Columbia's investor services fee
through December 31, 1997. Accordingly, although the 7% guaranteed
cash distribution period expired December 31, 1993, the Partnership
provided distributions from such guaranteed investment contract for 1994 of
approximately 4.3% per annum. The remaining guaranteed investment contract
provides for annual distributions of $80,072 for the payment of Columbia's
investor services fee and expires on January 15, 1998.
NOTE 3 - PROPERTY AND EQUIPMENT
Property and equipment is summarized as follows:
December 31,
1996 1995
Land $ 6,057,940 $ 6,057,940
Buildings and improvements 36,555,707 36,475,268
Furniture and equipment 1,574,791 1,467,497
44,188,438 44,000,705
Less accumulated depreciation 12,959,855 11,431,970
$31,228,583 $32,568,735
Depreciation for the years 1996, 1995 and 1994 was $1,527,885, $1,541,752
and $1,525,308, respectively.
F - 10
Secured Income L.P. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
December 31, 1996, 1995 and 1994
NOTE 4 - OTHER ASSETS
Other assets are summarized as follows:
December 31,
1996 1995
Acquisition fees $ 787,495 $ 787,495
Mortgage costs 4,781,572 4,761,572
Leasing costs 220,459 220,459
5,789,526 5,769,526
Less accumulated amortization 3,695,812 3,209,987
$2,093,714 $2,559,539
Amortization for the years 1996, 1995 and 1994 was $485,825, $477,690
and $522,292, respectively.
NOTE 5 - RESTRICTED ASSETS AND FUNDED RESERVES
Restricted assets and funded reserves (see Note 6) are summarized as follows:
December 31,
1996 1995
Escrows held by mortgage lenders $ 885,824 $ 349,465
Pledged cap account 1,754,272 1,264,752
Call premium collateral 1,000,000 1,100,000
Operating deficit reserve 500,000 503,754
Bond retirement escrow 182,028 269,967
$4,322,124 $3,487,938
F - 11
Secured Income L.P. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
December 31, 1996, 1995 and 1994
NOTE 6 - MORTGAGES PAYABLE
Carrollton
On December 18, 1985, Carrollton executed a note (the "Original Carrollton
Mortgage") with Concord Mortgage Company, an affiliate of certain general
partners of Carrollton. The Original Carrollton Mortgage in the amount of
$10,494,100 was financed through tax-exempt revenue bonds issued by the
City of Frederick, Maryland and was insured by the United States Department
of Housing and Urban Development ("HUD"). The Original Carrollton Mortgage
was refinanced during 1993 (see discussion below). Under the terms of the
Original Carrollton Mortgage, principal and interest payments were payable
in successive monthly installments of $85,009 through February 1, 2028,
bearing interest at 9.5%.
On August 30, 1993, the Original Carrollton Mortgage was modified and
refinanced through a 1993 series mortgage revenue bond issued by the City
of Frederick, Maryland. The note was modified by reducing the interest rate
from 9.5% to 8% for the period August 31, 1993 through June 30, 1994, then
6.09% per year through maturity in February 2028. The terms include the
monthly payment of principal and interest of $74,734 from October 1, 1993
through July 1, 1994 and $60,900 from August 1, 1994 through maturity. The
note is collateralized by the underlying value of the real estate plus
other amounts on deposit with the lender. The balance of the mortgage
payable at December 31, 1996 and 1995 is $10,193,088 and $10,299,587,
respectively.
Pursuant to agreements, Carrollton is required to make monthly escrow
deposits for taxes, insurance and replacement of project assets, and is
subject to restrictions as to operating policies, rental charges, operating
expenditures and distributions to partners.
Columbia
The original financing of Columbia was provided by the New York City
Housing Development Corporation ("HDC") which issued $32,497,691 of bonds
in February 1985. The funds provided by the bond issue were loaned to
Columbia in the form of two mortgage loans (the "Original Columbia
Mortgages"). In connection with theissuance of such bonds, Citibank, N.A.
("Citibank") issued a letter of credit in the amount of $33,018,629 to
guarantee payment of principal and interest on the bonds. The Original
Columbia Mortgages were modified during 1993 (see discussion below). Under
the terms of the Original Columbia Mortgages, interest was payable at the
rate of 9.58% per annum. Principal and interest were payable in monthly
installments of $260,256 over a period of 23 years.
On May 27, 1993, the Original Columbia Mortgages were modified (the
"Modified Columbia Mortgages"). Under the terms of the Modified Columbia
Mortgages, based on the issuance of new tax-exempt bonds (which bear a
floating interest rate, adjusted weekly), the initial note rate is 4.66%,
with required monthly principal amortization of $29,367. Pursuant to
agreements, any savings realized on the difference between the 4.66%
initial note rate and the actual low floater rate (approximately 3.29% and
3.72% weighted average rate during 1996 and 1995, respectively) will be
deposited in an account to be used to purchase an interest rate cap (the
"Pledged Cap Account") at a future date no later than October 1996, which
date was extended to March 31, 1997. The balance in the Pledged Cap
Account is $1,754,272 and $1,264,752 as of December 31, 1996 and 1995,
respectively (see Note 5). The balance of the mortgages payable as of
December 31, 1996 and 1995 is $25,127,477 and $26,289,633, respectively.
The weighted average low floater rate for the period January 1, 1997
through February 28, 1997 was approximately 3.2%.
F - 12
Secured Income L.P. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
December 31, 1996, 1995 and 1994
NOTE 6 - MORTGAGES PAYABLE (Continued)
The Modified Columbia Mortgages further provide that any cash flow
generated by Columbia above the note rate, servicing fees and principal
amortization will be applied first to fund and maintain an interest-bearing
operating deficit reserve account (the "Operating Deficit Reserve") until
it accumulates to $500,000. Thereafter, such cash flow will be deposited
into the Operating Deficit Reserve to the extent necessary to maintain a
balance of $500,000 and then into a segregated account to be used to
retire the underlying bonds (the "Bond Retirement Escrow") at
the earliest possible dates in minimum denominations of $100,000 in excess
of the scheduled principal amortization of approximately $352,000 per annum.
Amounts deposited in the Operating Deficit Reserve will generally be
utilized to fund operating deficits, pay for maintenance, repairs and
replacements and to pay debt service and other amounts due under the loan
documents. As of December 31, 1996 and 1995, the balance in the Operating
Deficit Reserve is $500,000 and $503,754, respectively (see Note 5).
During the years ended December 31, 1996 and 1995, deposits of
approximately $712,000 and $652,000, respectively, were made to the Bond
Retirement Escrow, with $800,000 and $400,000, respectively, utilized to
accelerate the retirement of the debt. As of December 31, 1996 and 1995,
the balance in the Bond Retirement Escrow is $182,028 and $269,967,
respectively (see Note 5).
Because the bonds issued in connection with the Original Columbia Mortgages
were redeemed voluntarily, Columbia was required to pay a prepayment
premium in the amount of $1,590,658 (the "Call Premium"). Columbia paid
for the costs of issuance of the new bonds, including the Call Premium,
from the premium realized upon liquidation of a debt service reserve held
by Citibank in connection with the Original Columbia Mortgages and, to the
extent necessary, amounts were provided by the Columbia General Partners
under their operating deficit guarantee to Columbia. As a result of
utilizing such debt service reserve, Citibank required the partners of
Columbia (including the Partnership) to provide Citibank with letters of
credit in the full amount of the Call Premium (the "Call Premium Letters of
Credit"). In order to establish the Call Premium Letters of Credit, the
Columbia General Partners provided $900,000 (of which $600,000 is in the
form of letters of credit and $300,000 was advanced to the Partnership) and
the Partnership provided a letter credit in the amount of $1,000,000
(inclusive of the $300,000 advance) (collectively, the "Call Premium
Collateral"). The Call Premium Letters of Credit will be available to
Citibank upon sale or refinancing (or an event of default) in the event
available proceeds are not sufficient to pay in full all amounts due under
the bonds or accrued and unpaid Citibank letter of credit fees (see below).
However, Citibank will be entitled to draw first upon the Columbia General
Partners' guaranty of payment (in the amount of approximately $1,690,000)
and thereafter upon the Call Premium Collateral to pay any such unpaid
letter of credit fee. As of December 31, 1996 and 1995, $1,000,000 and
$1,100,000 respectively, were invested in interest bearing deposits which
serves as collateral for the Partnership's Call Premium Letter of Credit
(see Note 5). The letters of credit in the amount of $600,000 which were
provided directly by the Columbia General Partners as described above
are not reflected in the accompanying consolidated balance sheets.
As part of the mortgage modification, Citibank agreed to extend its letter
of credit from February 1997 to February 2003. Beginning February 1,1997,
Citibank will charge a letter of credit fee for providing credit support
for the new bonds in the amount of 2.5% per annum of the outstanding
principal balance of the new bonds, payable on a current or deferred basis
at Columbia's option. Except as described above, the obligation to pay the
letter of credit fee will be with full recourse as to the assets of
Columbia, but without recourse to any of the partners, including the
Partnership. If the letter of credit fee is not fully paid from available
proceeds from the sale or refinancing of Columbia, the Columbia General
Partners' guaranty of payment and the Call Premium Letters of Credit, any
such unpaid balance shall be deemed fully discharged and neither Columbia
nor its partners shall have any further obligation with respect thereto.
F - 13
Secured Income L.P. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
December 31, 1996, 1995 and 1994
NOTE 6 - MORTGAGES PAYABLE (Continued)
Columbia (Continued)
Pursuant to agreements, Columbia is subject to restrictions as to operating
policies, rental charges, operating expenditures and distributions to
partners.
Aggregate annual mandatory maturities on the Carrollton and Columbia
Mortgages at December 31, 1996 are as follows:
1997 $ 465,569
1998 472,657
1999 480,188
2000 488,192
2001 496,696
Thereafter 32,917,263
$35,320,565
The carrying amount of the mortgages approximates fair value.
NOTE 7 - RELATED PARTY TRANSACTIONS
Due to general partners and affiliates consists of cash advances and other
payables as follows:
December 31,
1996 1995
Carrollton general partners and
their affiliates $ 65,154 $ 65,154
Columbia general partners and their
affiliates (including accrued
interest of $948,432 and $773,701) 2,979,112 2,804,381
Wilder Richman Management Corp. 306,171 350,758
WRC-87A Corporation 619,841 554,190
$3,970,278 $3,774,483
The management agent for Fieldpointe Apartments is Wilder Richman
Management Corp. ("WRMC"), an affiliate of one of the Carrollton general
partners. During each of the three years ended December 31, 1996, WRMC was
entitled to property management fees equal to 4% of residential income
collected. In addition, WRMC was entitled to a reporting fee of $5 per
unit per month for bookkeeping and reporting services. The maximum annual
management and reporting fees may not exceed 5% of gross collections. Such
fees of $83,958, $82,012 and $78,921 were charged to operations during
1996, 1995 and 1994, respectively. Accrued management and reporting fees
as of December 31, 1996 and 1995 are $140,171 and $184,758, respectively.
F - 14
Secured Income L.P. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
December 31, 1996, 1995 and 1994
NOTE 7 - RELATED PARTY TRANSACTIONS (Continued)
The management agent for The Westmont is an affiliate of one of the
Columbia general partners and receives property management fees calculated
at the greater of 2% of rental income or $70,000 per year. The charges to
operations amounted to $84,240, $79,365 and $76,379 during 1996, 1995 and
1994, respectively. In 1989, the management agent and the Columbia general
partners received $400,000 from proceeds of the Partnership's capital
contributions as a partnership management fee for services to be rendered
to Columbia for five years, of which $28,889 was charged to operations
during 1994.
WRC-87A Corporation, a general partner of the Partnership, is entitled to
an annual investor services fee which is incurred by Columbia and
Carrollton in the amounts of $80,072 and $18,365, respectively, and which
is based on .5% of the gross proceeds from the offering of Partnership
units allocable to each such investment. The fee is payable quarterly from
cash flow and shall be adjusted annually by increases in the Consumer Price
Index. To the extent that there is insufficient cash flow available to pay
the investor services fee, the fee is payable from distributions from the
guaranteed investment contracts, which in the case of Carrollton expired on
January 15, 1994. The consolidated statements of operations include charges
to operations for the investor services fee of $80,072 in 1996 and $98,437
in each of the years 1995 and 1994. These amounts are paid or payable to
WRC-87A Corporation to the extent that such services are not provided by an
independent third party. Amounts payable to WRC-87A Corporation as of
December 31, 1996 and 1995, representing the unpaid investor services fee
for the year, were $65,971 and $83,975, respectively.
The sole shareholder of an affiliate of one of the Carrollton general
partners provided debt financing for the capitalization of LaMere
Associates, Inc. ("LaMere"). In connection with such debt financing, the
shareholder received 20% of the stock of LaMere. LaMere was paid premiums
in connection with property, workers compensation, liability and umbrella
insurance coverage provided to the Carrollton Partnership. In connection
with such insurance coverage, the Carrollton Partnership incurred $47,303,
$49,104 and $49,655 in premiums for the years ended December 31, 1996,
1995 and 1994, respectively.
Columbia entered into a contract in 1995 with an affiliate of one of its
general partners for renovation services in the amount of $154,360, all of
which was incurred and paid as of December 31, 1995. Additional work was
contracted in 1996 in the amount of $20,779, all of which was incurred and
paid as of December 31, 1996.
Pursuant to an operating deficit guarantee agreement dated December 21,
1988, the Columbia general partners guaranteed to loan to Columbia any
funds required to satisfy its operating deficits, if any, up to $2,000,000.
As of December 31, 1996 and 1995, loans of $2,000,000 have been made to
Columbia. The loans, with the exception of $300,000, bear interest at
Chemical Bank's prime rate plus 2% (10.25% at December 31, 1996) in
accordance with the terms of the Columbia partnership agreement. The amount
of interest charged to operations during 1996, 1995 and 1994 was $174,731,
$184,299 and $155,466, respectively. Accrued interest at December 31,1996
and 1995 is $948,432 and $773,701, respectively. Such loans are repayable
from Columbia cash flow, subject to the terms of the Modified Columbia
Mortgages.
Columbia is obligated in the amount of $30,680 at December 31, 1996 and
1995 to certain of its partners for development advances. The advances are
non-interest bearing, unsecured and due on demand.
F - 15
Secured Income L.P. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
December 31, 1996, 1995 and 1994
NOTE 7 - RELATED PARTY TRANSACTIONS (Continued)
Carrollton owes WRMC $166,000 as of December 31, 1996 and 1995 for prior
years' operating advances. Carrollton also owes its general partners and
affiliates $65,154 as of December 31, 1996 and 1995 for various
advances. All such advances are unsecured, non-interest bearing and
payable from Carrollton cash flow.
Management believes it is not practicable to estimate the fair value of the
loans and advances from related parties because loans and advances with
similar characteristics are not currently available to the Partnership.
NOTE 8 - PARTNERS' DEFICIT
Partnership Allocation
Profits and losses of the Partnership are allocated 1% and 99% to the
general partners and limited partners, respectively, until such time as the
limited partners' capital reaches zero, after which all losses are
allocated to the general partners.
Partnership Distributions
In accordance with the terms and provisions of the respective partnership
agreements, distributions to the limited and general partners during 1996,
1995 and 1994 were as follows:
Limited General
partners partners
1996 $ - $ -
1995 - 2,388
1994 845,492 18,697
In accordance with the respective partnership agreements, to the extent
that Carrollton and Columbia generate net operating cash flow in any year
at a level sufficient, when distributed to the Partnership, to enable the
Partnership to satisfy the allocable portion of the limited partners' 8%
preferred return for such year without utilizing amounts generated from the
guaranteed investment contracts, the excess amounts generated from the
guaranteed investment contracts would be paid or distributed to the general
partners of Carrollton and/or Columbia, whichever generate(s) such level(s)
of operating cash flow. No such excess distributions were generated during
the term of the guaranteed investment contract periods (see Note 2). Due to
restrictions concerning distributions from operating cash flow of
Columbia (see Note 6), there were no cash distributions from Columbia in
1996 and 1995.
F - 16
Secured Income L.P. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
December 31, 1996, 1995 and 1994
NOTE 9 - COMMITMENTS AND CONTINGENCIES
Lender Restrictions and Requirements
Carrollton and Columbia are subject to various lender requirements and
restrictions, including (1) the rental of not less than 20% of the dwelling
units to individuals or families who qualify as low or moderate income
tenants; (2) restrictions on the sale of the apartment complexes; and (3)
restrictions on the amount of cash flow which may be distributed to the
partners.
Long-term Leases
The parking garage and commercial space at Columbia are leased to tenants
under the terms of noncancellable operating leases expiring on various
dates through September 30, 2011. Future minimum rental payments as of
December 31, 1996 are as follows:
1997 $ 760,010
1998 775,986
1999 658,067
2000 552,501
2001 394,294
Thereafter 3,307,158
$6,448,106
Income recognized under the garage and commercial space for the years 1996,
1995 and 1994 was $716,277, $583,533 and $619,192, respectively.
Concentration of Credit Risk
As of December 31, 1996, the Partnership has $1,896,433 in cash and cash
equivalents and restricted assets which are deposited in interest-bearing
accounts, of which $1,664,640 is deposited with an institution which is not
insured by the Federal Deposit Insurance Corporation.
F - 17
Secured Income L.P. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
December 31, 1996, 1995 and 1994
NOTE 10 - RECONCILIATION OF TAXABLE INCOME (LOSS) AND BASES OF ASSETS
A reconciliation of the financial statement net loss to the income
tax income (loss) of the Partnership for each of the years ended December
31, 1996, 1995 and 1994 is as follows:
1996 1995 1994
Financial statement net loss $ (69,521) $(397,620) $(465,413)
Costs depreciated over a life
shorter for income tax
purposes than
financial reporting purposes (241,484) (308,690) (474,117)
Excess depreciation for financial
reporting purposes due to purchase
accoutant treatment 405,607 432,087 445,831
Deferred income (14,627) (8,066) (6,426)
Amortization of start-up costs and
construction period interest and
taxes 256 (27,250) (27,250)
Guaranteed investment contracts
amortized over straight-line
method for tax purposes - (10,804) 43,767
Accrual of related party expense items
not deductible until paid for tax
purposes under Internal Revenue Code
Section 267 240,702 268,274 240,929
Subtotal 320,933 (52,069) (242,679)
Amounts allocated to other partners
of the Operating Partnerships (11,622) (19,148) (20,541)
Income (loss) as shown on tax
return $309,311 $ (71,217) $(263,220)
F - 18
Secured Income L.P. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
December 31, 1996, 1995 and 1994
NOTE 10 - RECONCILIATION OF TAXABLE INCOME (LOSS) AND BASES OF ASSETS
(Continued)
A reconciliation of the financial statement carrying amount of total assets
to the tax basis as of December 31, 1996 and 1995 is as follows:
1996 1995
Financial statement carrying amount of assets $39,322,376 $40,458,675
Difference which consists principally of the
utilization of purchase accounting for
financial statement purposes and the method
of amortization of the guaranteed investment
contracts (14,743,782) (15,083,210)
Tax bases of assets $ 24,578,594 $25,375,465
NOTE 11 - FAIR VALUE OF FINANCIAL INSTRUMENTS
The following disclosure of the estimated fair value of financial
instruments is made in accordance with the requirements of SFAS No. 107,
"Disclosures about Fair Value of Financial Instruments." The estimated
fair value of amounts have been determined using available market
information, assumptions, estimates and valuation methodologies.
Cash and Cash Equivalents and Restricted Assets and Funded Reserves
The carrying amount approximates fair value.
Guaranteed Investment Contract
The carrying amount approximates fair value.
Interest and Accounts Receivable
The carrying amount approximates fair value due to the shore-term nature of
the receivables.
The estimated fair values of the Partnership's financial instruments as of
December 31, 1996 and 1995 are disclosed elsewhere in the financial
statements.
F - 19
CONSOLIDATED FINANCIAL STATEMENT SCHEDULES
F - 20
Secured Income L.P. and Subsidiaries
SCHEDULE IV - INDEBTEDNESS TO RELATED PARTIES
Column A Column B Column C Column D
Balance at Balance at
beginning end
Name of person of period Additions Deductions of period
YEAR ENDED DECEMBER 31, 1996:
Carrollton general partners
and their affiliates $ 65,154 $ - $ - $ 65,154
Columbia general partners
and their affiliates 2,804,381 174,731 - 2,979,112
Wilder Richman Management Corp. 350,758 83,958 128,545 306,171
WRC-87A Corporation 554,190 80,072 14,421 619,841
TOTALS $3,774,483 $338,761 $142,966 $3,970,278
YEAR ENDED DECEMBER 31, 1995:
Carrollton general partners
and their affiliates $ 65,154 $ - $ - $ 65,154
Columbia general partners
and their affiliates 2,620,082 184,299 - 2,804,381
Wilder Richman Management Corp. 425,250 82,012 156,504 350,758
WRC-87A Corporation 470,215 98,437 14,462 554,190
TOTALS $3,580,701 $364,748 $170,966 $3,774,483
YEAR ENDED DECEMBER 31, 1994:
Carrollton general partners
and their affiliates $ 65,154 $ - $ - $ 65,154
Columbia general partners
and their affiliates 2,464,616 155,466 - 2,620,082
Wilder Richman Management Corp. 424,372 78,921 78,043 425,250
WRC-87A Corporation 385,630 98,437 13,852 470,215
TOTALS $3,339,772 $332,824 $ 91,895 $3,580,701
F - 21