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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 For fiscal year ended December 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________.
0-17412
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(Commission File Number)
Secured Income L.P.
-------------------
(Exact name of registrant as specified in its governing instruments)
Delaware 06-1185846
- ---------------------------------- --------------------------------
(State or other jurisdiction (I.R.S. Employer
of organization) Identification No.)
Wilder Richman Resources Corporation
599 W. Putnam Avenue
Greenwich, Connecticut 06830
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (203) 869-0900
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Securities registered pursuant to Section 12(b) of the Act:
None
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(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 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 Registrant's Prospectus, as supplemented on October 2, 1987,
December 15, 1987 and March 29, 1988, Registrant offered up to $50 million of
units of limited partnership interest in Registrant (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 investments in the Operating Partnerships (the "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 Registrant.
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.
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.
2
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, Uruguay Round Agreements Act, Tax and Trade Relief
Extension Act of 1998 and Tax Relief Extension Act of 1999 (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, 1999.
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
totaling 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.
Registrant 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 of 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 ("HUD") 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 97% as of December
31, 1999.
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.
Registrant acquired its interest as a limited partner in the Columbia
Partnership by making a capital contribution 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 Registrant'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 through July 2004. The Westmont's occupancy rate as of December 31, 1999
was approximately 99% as to residential dwelling units and 100% as to commercial
space.
3
As of December 31, 1999, the market rental rates of the Complexes were
approximately as follows:
Fieldpointe The
Apartments Westmont
---------- --------
Monthly Rental Rates:
Studio $1,718-$2,125
One-Bedroom $577-$660 $1,718-$3,150
Two-Bedroom $624-$760 $2,706-$4,050
Three-Bedroom $820-$918 $3,629-$4,300
The low and moderate income rental rates as of December 31, 1999 for Fieldpointe
Apartments fall within the ranges noted above. Such rates for The Westmont range
from $752 to $1,002.
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
None
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
Market
There is no developed public market for the purchase and sale of Units and
Registrant does not anticipate that such a market will develop.
Holders
As of December 31, 1999, there were approximately 1,314 record holders of Units
(the "Limited Partners") holding an aggregate of 984,369 Units in the
Partnership.
Distributions
The Agreement of Limited Partnership of Registrant (the "Partnership Agreement")
provides that all Cash Available for Distribution (as defined therein) be
distributed quarterly to the partners in specified proportions. As part of the
restructuring of the Columbia Partnership's financing, the Columbia Partnership
is prohibited from distributing cash flow from operations. 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, 1999 and 1998.
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,
1999 1998 1997 1996 1995
------------ ------------ ------------ ------------- ------------
Total revenue $ 7,501,288 $ 7,078,399 $ 6,787,161 $ 6,434,698 $ 6,092,551
Net earnings (loss) 121,017 (216,504) (596,273) (69,521) (397,620)
Net loss allocated
per unit of limited
partnership interest -- -- -- -- --
At year end:
Total assets 36,803,602 38,958,954 38,149,194 39,322,376 40,458,675
Mortgages payable 33,479,624 33,973,813 34,449,756 35,320,565 36,589,220
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 owned by the Columbia Partnership
became fully amortized on January 15, 1998, the proceeds of which were utilized
for investor service charges of the Columbia Partnership through December 1997.
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 refinancing in 1993, unless the Columbia Operating
General Partners are successful in replacing Citibank as the credit enhancer
(see discussion below). 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, 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.
Although the Operating Partnerships were successful in refinancing their
respective mortgages with significantly lower mandatory payment terms, certain
restrictions were placed on the respective Operating Partnerships in connection
with distributions, among other things. Prior to the refinancings, the
respective Operating General Partners 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 would provide
additional funds to the extent they may be needed.
During 1999, as a result of the cash flows generated by the operations of the
Complexes, cash and cash equivalents increased by approximately $25,000 and
restricted assets and funded reserves increased by approximately $1,414,000.
Mortgages payable decreased due to principal amortization of approximately
$494,000. Due to general partners and affiliates increased primarily as a result
of accrued interest on advances provided by the Columbia Operating General
Partners and the accrual of investor services fees incurred in the current year,
partially offset by the payment of $100,000 by the Partnership for investor
services fees. As of December 31, 1999, the Partnership owes approximately
$492,000 to an affiliate of certain General Partners for accrued investor
services fees.
Property and equipment decreased by approximately $1,435,000 primarily due to
depreciation, while intangible assets decreased by approximately $215,000
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.
As of December 31, 1999, the balance in the Columbia Partnership's Pledged Cap
Account (see discussion below) is approximately $3,439,000. Although the
original outside date for the Pledged Cap Account to be utilized for its
intended purpose was October 31, 1996, during April 1998 the lender agreed to
restructure the original terms concerning the Pledged Cap Account whereby the
account may be utilized for potential debt service shortfalls (in the event the
low floater rate is higher than the stated note rate of 4.66%), but not cause
the Pledged Cap Account to decline below a balance of $1,000,000. An interest
rate cap may be purchased upon the Pledged Cap Account reaching such minimum
threshold or in the event the low floater rate rises above 7% for 90 consecutive
days or above 7.5% for 30 consecutive days. In addition, the lender agreed to
eliminate and reduce certain partner guarantees, thereby releasing certain
previously restricted assets of approximately $1,000,000, of which $300,000 was
provided by and repaid to the Columbia Operating General Partners during 1998.
The Columbia Operating General Partners have engaged an agent of the Federal
Home Loan Mortgage Corporation ("Freddie Mac") to replace Citibank as the credit
enhancer with Freddie Mac, refinance the Columbia Partnership's mortgages,
modify the structure and utilization of the mortgage escrows and eliminate the
current cash distribution restrictions. There can be no assurance that the
Columbia Operating General Partners will be successful in replacing Citibank as
the credit enhancer and in achieving the other related goals.
6
Results of Operations
Year Ended December 31, 1999
During 1999, the Columbia Partnership and the Carrollton Partnership generated
income from operating activities of approximately $3,265,000 and approximately
$1,001,000, respectively. Mortgage principal payments during 1999 for the
Columbia Partnership and the Carrollton Partnership were approximately $366,000
and approximately $128,000, 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 1999. Deposits to the Pledged Cap Account and
the Bond Retirement Escrow during 1999 were approximately $674,000 and
approximately $35,000, respectively. Pursuant to the terms of the Columbia
Partnership's mortgages, the lender is entitled to a credit enhancement fee of
2.5% per annum based on the outstanding loan balance. During 1999, the Columbia
Partnership incurred $624,293 in connection with such fee. After considering the
respective mandatory mortgage principal payments, required deposits to mortgage
escrows and payments for the credit enhancement fee, among other things, the
Complexes generated combined cash flow of approximately $763,000 during 1999.
Any savings realized on the difference between the initial note rate on the
Columbia Partnership's mortgages of 4.66% and the actual low floater rate
(approximately 3.04% weighted average rate during 1999) 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. However, there can be no assurance that the level of cash flow
generated by the Complexes in 1999 will continue in future years.
Results of operations improved in 1999 as compared to 1998. Financial expenses
decreased as a result of savings realized from the decrease in the weighted
average interest rate on the Columbia Partnership's mortgages from approximately
3.23% in 1998 to approximately 3.04% in 1999. Operating and maintenance expenses
were higher during the year ended December 31, 1998 primarily due to scheduled
maintenance. Interest revenue for the year ended December 31, 1999 was
comparable to the year ended December 31, 1998 and was generated primarily from
Partnership deposits and escrows established in connection with the Columbia
Partnership's mortgages.
As of December 31, 1999, the occupancy of Fieldpointe Apartments was
approximately 97% and the occupancy of The Westmont was approximately 99% as to
residential units and 100% as to commercial space. 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, 1998
During 1998, the Columbia Partnership and the Carrollton Partnership generated
income from operating activities of approximately $2,884,000 and approximately
$1,063,000, respectively. Mortgage principal payments during 1998 for the
Columbia Partnership and the Carrollton Partnership were approximately $356,000
and approximately $120,000, respectively. Deposits to the Pledged Cap Account
and the Bond Retirement Escrow during 1998 were approximately $572,000 and
approximately $213,000, respectively. During 1998, the Columbia Partnership
incurred $627,694 in connection with the lender credit enhancement fee. After
considering the respective mandatory mortgage principal payments, required
deposits to mortgage escrows and payments for the credit enhancement fee, among
other things, the Complexes generated combined cash flow of approximately
$304,000 during 1998.
Results of operations improved in 1998 as compared to 1997. Financial expenses
decreased as a result of costs being incurred in 1997 by the Columbia
Partnership in connection with attempts to refinance its mortgages and savings
realized from the decrease in the weighted average interest rate on the Columbia
Partnership's mortgages from approximately 3.56% in 1997 to approximately 3.23%
in 1998. Operating and maintenance expenses were higher during the year ended
December 31, 1997 primarily due to scheduled maintenance in 1997. Taxes and
insurance expenses increased in 1998 due primarily to an increase in the
Columbia Partnership's real estate taxes, which includes charges for 1997 taxes
not billed until 1998, net of a refund of certain prior years' taxes. Interest
revenue for the year ended December 31, 1998 is comparable to the year ended
December 31, 1997 and was generated primarily from Partnership deposits and
escrows established in connection with the Columbia Partnership's mortgages. As
of December 31, 1998, the occupancy of Fieldpointe Apartments was approximately
95% and the occupancy of The Westmont was approximately 100% as to both
residential units and commercial space.
7
Year Ended December 31, 1997
During 1997, the Columbia Partnership and the Carrollton Partnership generated
income from operating activities of approximately $3,003,000 and approximately
$949,000, respectively. Mortgage principal payments during 1997 for the Columbia
Partnership and the Carrollton Partnership were approximately $758,000 and
approximately $113,000, respectively. Deposits to the Pledged Cap Account and
the Bond Retirement Escrow during 1997 were approximately $439,000 and
approximately $252,000, respectively. During 1997, the Columbia Partnership
incurred $582,229 in connection with the lender credit enhancement fee. After
considering the respective mandatory mortgage principal payments, required
deposits to mortgage escrows, accelerated principal payments on the Columbia
Mortgages and payments for the credit enhancement fee, among other things, the
Complexes generated combined cash flow of approximately $161,000 during 1997.
Although the Complexes generated cash flow during 1997, results of operations
declined as compared to 1996 primarily as a result of (i) the commencement of
the credit enhancement fee in connection with the Columbia Partnership's
mortgages (on February 1, 1997), (ii) costs incurred by the Columbia Partnership
in connection with attempts to refinance its mortgages and (iii) an increase in
the weighted average interest rate on the Columbia Partnership's mortgages from
approximately 3.29% to approximately 3.56%. Operating and maintenance expenses
increased for the year ended December 31, 1997 primarily due to scheduled
maintenance. Interest revenue for the year ended December 31, 1997 is comparable
to the year ended December 31, 1996 and was generated primarily from Partnership
deposits and escrows established in connection with the Columbia Partnership's
mortgages. As of December 31, 1997, the occupancy of Fieldpointe Apartments was
approximately 98% and the occupancy of The Westmont was approximately 99% as to
residential units and 100% as to commercial space.
Year 2000 Compliance
The inability of computers, software and other equipment utilizing
microprocessors to recognize and properly process data fields containing a two
digit year is commonly referred to as the year 2000 compliance ("Y2K") issue. As
the year 2000 unfolds, certain systems may be unable to accurately process
certain data-based information. Many businesses may need to upgrade existing
systems or purchase new ones to correct the Y2K issue. The Partnership has
performed an assessment of its computer software and hardware and believes it
has made the necessary upgrades in an effort to ensure compliance. However,
there can be no assurance that the systems of other entities on which the
Partnership relies, including Carrollton and Columbia, which report to the
Partnership on a periodic basis for the purpose of the Partnership's reporting
to its investors, have been or will be sufficiently converted. To date, The
Partnership is not aware of any problems caused by Y2K. The total cost
associated with Y2K implementation is not expected to materially impact the
Partnership's financial position or results of operations in any given year.
However, there can be no assurance that a failure to convert by the Partnership
or another entity would not have a material adverse impact on the Partnership.
Item 7A Quantitative and Qualitative Disclosures about Market Risk
The Partnership has market risk sensitivity with regard to financial instruments
concerning potential interest rate fluctuations in connection with the low
floater rates associated with the Columbia Partnership's mortgages. Accordingly,
an increase in the low-floater interest rates could have a material adverse
impact on the Partnership's results of operations.
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-16 and are incorporated herein by reference.
Item 9 Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure
None.
8
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 Apartment Investment and
Management Company (the "AIMCO General Partner") and WRC-87A Corporation, a
Delaware corporation (the "A/WRC General Partner"). The A/WRC General Partner is
currently one-half owned by Real Estate Equity Partners Inc., the corporate
general partner of the AIMCO General Partner, and one-half owned by the
shareholders of the WRC General Partner.
The WRC General Partner
The directors and certain officers of the WRC General Partner set forth below:
Name Age Office
---- --- ------
Richard Paul Richman 52 President and Director
Robert H. Wilder, Jr. 54 Executive Vice President and Director
Each of such directors and officers has served in such capacity since the
company's formation.
Richard Paul Richman 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 majority 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. is Executive Vice President 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.
9
The AIMCO General Partner
-------------------------
Certain officers of Real Estate Equity Partners Inc. are set forth below.
Name Age Office
Terry Considine 52 Chairman of the Board of Directors &
Chief Executive Officer
Peter K. Kompaniez 55 Vice Chairman of the Board of Directors
& President
Terry Considine has been Chairman of the Board of Directors and Chief Executive
Officer of AIMCO since July 1994. Mr. Considine graduated with a Juris Doctor
degree from Harvard University in 1971 and with a Bachelor of Arts degree, also
from Harvard University, in 1968. Mr. Considine serves as Chairman and director
of Asset Investors Corporation and Commercial Assets, Inc., two public real
estate investment trusts. Mr. Considine has been and remains involved as a
principal in a variety of other business activities.
Peter K. Companiez has been Vice Chairman of the Board of Directors of AIMCO
since July 1994 and was appointed President in July 1997. Mr. Kompaniez
graduated from Yale University with a Bachelor of Arts degree in 1966 and from
the University of California with a Juris Doctor degree in 1969. Mr. Kompaniez
has also served as Chief Operating Officer of NHP Incorporated, which was
acquired by AIMCO in December 1997. From 1986 to 1993, he served as President
and Chief Executive Officer of Heron Financial Corporation ("HFC"), a United
States holding company for Heron International N.V.'s real estate and related
assets. While at HFC, Mr. Kompaniez administered the acquisition, development
and disposition of approximately 8,150 apartment units (including 6,217 units
that have been acquired by AIMCO) and 3.1 million square feet of commercial real
estate.
The A/WRC General Partner
-------------------------
The directors and officers of the A/WRC General Partner are as follows:
Name Office
Terry Considine President and Director
Richard Paul Richman Executive Vice President, Secretary,
Treasurer and Director
Mr. Considine's biography is included above under the AIMCO General Partner. Mr.
Richman's biography is included above under the WRC General Partner.
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, 1999.
10
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, 1999.
b) Security ownership by the General Partners is as follows:
Percentage of
Amount and Outstanding
Nature of General
Beneficial Partners'
Title of 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.
As the result of a tender offer completed in 1998, an affiliate of Wilder
Richman Resources Corporation acquired 40,961 Units, representing approximately
4.2% of the outstanding Units of limited partnership interest.
c) Registrant knows of no arrangements which may, at a subsequent date,
result in a change of control of Registrant. Article VI of the Partnership
Agreement describes the circumstances under which changes in General Partners
can occur.
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 $98,437, of which $87,072 is payable to
an affiliate of the General Partners for the year ended December 31, 1999.
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,
1999 allocated to each of the General Partners was approximately $1,500.
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 $92,468 in 1999.
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,
1999.
11
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 - All schedules are omitted because the required
information is inapplicable or it is presented in the consolidated
financial statements or the notes thereto.
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.
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.
12
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.
(24) Power of Attorney, incorporated by reference to Exhibit 25 of Form
S-11.
(27) Financial Data Schedule.
(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
None.
13
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 30th day of March
2000.
SECURED INCOME L.P.
By: Wilder Richman Resources Corporation,
General Partner
By: /s/Richard Paul Richman
Richard Paul Richman - President
By: WRC-87A Corporation, General Partner
By: /s/Richard Paul Richman
Richard Paul Richman - Executive Vice
President
14
CONSOLIDATED FINANCIAL STATEMENTS AND
INDEPENDENT AUDITORS' REPORT
SECURED INCOME L.P. AND SUBSIDIARIES
DECEMBER 31, 1999, 1998 AND 1997
SECURED INCOME L.P. AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Table of Contents 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
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, 1999 and 1998, and the related
consolidated statements of operations, partners' deficit and cash flows for each
of the three years in the period ended December 31, 1999. These consolidated
financial statements are the responsibility of the partnership's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.
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 consolidated financial
statements are free of material misstatement. 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, 1999 and 1998, 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, 1999, in
conformity with generally accepted accounting principles.
By: /s/ Reznick Fedder & Silverman
------------------------------
Bethesda, Maryland
March 21, 2000
F-3
SECURED INCOME L.P. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1999 AND 1998
Notes 1999 1998
------------ -------------------- --------------------
ASSETS
Property and equipment, net of accumulated
depreciation 3,6 $ 26,850,801 $ 28,285,988
Cash and cash equivalents 9,10 1,910,060 1,885,257
Restricted assets and funded reserves 5,6,10 5,358,448 3,944,319
Tenant security deposits 514,405 490,656
Interest and accounts receivable 10 69,569 71,081
Prepaid expenses 597,046 563,130
Intangible assets, net of accumulated amortization 4 1,503,273 1,718,523
------------- -------------
$ 36,803,602 $ 36,958,954
============= =============
LIABILITIES AND PARTNERS' DEFICIT
Liabilities
Mortgages payable 6,9 $ 33,479,624 $ 33,973,813
Accounts payable and accrued expenses 231,790 182,942
Tenant security deposits payable 512,762 490,116
Due to general partners and affiliates 7 3,963,807 3,805,527
Deferred revenue 128,506 140,460
-------------- ----------------
38,316,489 38,592,858
-------------- --------------
Commitments and contingencies 6,7,9
Partners' deficit 8
Limited partners (984,369 units issued and outstanding) -- --
General partners (1,512,887) (1,633,904)
-------------- --------------
$ 36,803,602 $ 36,958,954
============= =============
See notes to consolidated financial statements.
F-4
SECURED INCOME L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
Notes 1999 1998 1997
------------ --------------- ----------- ------------
REVENUE
Rental $ 7,201,954 $ 6,830,701 $ 6,584,435
Interest 247,360 204,262 174,393
Other 51,974 43,436 28,333
------------ ------------ ------------
TOTAL REVENUE 7,501,288 7,078,399 6,787,161
------------ ------------ ------------ -
EXPENSES
Administration and management 7 810,314 747,937 702,416
Operating and maintenance 1,263,405 1,144,623 1,232,640
Taxes and insurance 1,251,001 1,285,099 921,079
Financial 6,7 2,282,652 2,355,796 2,743,242
Depreciation and amortization 3,4 1,772,899 1,761,448 1,784,057
------------ ------------ ------------
TOTAL EXPENSES 7,380,271 7,294,903 7,383,434
------------ ------------ ------------
NET EARNINGS (LOSS) $ 121,017 $ (216,504) $ (596,273)
============ ============ ============
NET EARNINGS (LOSS) ATTRIBUTABLE TO
General partners 8 $ 121,017 $ (216,504) $ (596,273)
Limited partners 8 - - -
------------ ------------ ------------
$ 121,017 $ (216,504) $ (596,273)
============ ============ ============
NET EARNINGS (LOSS) ALLOCATED PER
UNIT OF LIMITED PARTNERSHIP
INTEREST 8 $ - $ - $ -
============ ============ =============
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, 1999, 1998 AND 1997
Limited General
Total partners partners
Partners' deficit, December 31, 1996 $ (821,127) $ -- $ (821,127)
Net loss (596,273) -- (596,273)
----------- --------- -----------
Partners' deficit, December 31, 1997 (1,417,400) -- (1,417,400)
Net loss (216,504) -- (216,504)
----------- --------- -----------
Partners' deficit, December 31, 1998 (1,633,904) -- (1,633,904)
Net earnings 121,017 -- 121,017
----------- --------- -----------
Partners' deficit, December 31, 1999 $(1,512,887) $ -- $(1,512,887)
=========== ========= ===========
See notes to consolidated financial statements.
F-6
SECURED INCOME L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
1999 1998 1997
----------- ----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings (loss) $ 121,017 $ (216,504) $ (596,273)
Adjustments to reconcile net earnings (loss) to net cash
provided by operating activities
Depreciation and amortization 1,772,899 1,761,448 1,784,057
Decrease (increase) in restricted assets
and funded reserves (1,414,129) 336,266 41,539
Increase in tenant security deposits (23,749) (24,047) (15,208)
Decrease (increase) in interest and accounts receivable 1,512 20,216 (24,203)
Increase in prepaid expenses (33,916) (125,297) (302,099)
Decrease (increase) in intangible assets (13,609) (35,197) 20,000
Decrease in other assets 34,708
Increase (decrease) in accounts payable
and accrued expenses 70,635 (293,927) 158,137
Increase in tenant security deposits payable 22,646 29,934 8,781
Increase in due to general partners and affiliates 158,280 56,367 138,936
Decrease in deferred revenue (11,954) (11,954) (11,954)
----------- ----------- -----------
Net cash provided by operating activities 649,632 1,497,305 1,236,421
----------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Principal proceeds from guaranteed investment contract 19,499 73,086
Capital expenditures (108,640) (72,815) (17,674)
----------- ----------- -----------
Net cash provided by (used in) investing activities (108,640) (53,316) 55,412
----------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Payments of principal on permanent financing (494,189) (475,943) (870,809)
Payment of mortgage costs (22,000) (100,246)
Repayment of general partner advances (300,000)
----------- ----------- -----------
Net cash used in financing activities (516,189) (876,189) (870,809)
----------- ----------- -----------
NET INCREASE IN CASH AND CASH
EQUIVALENTS 24,803 567,800 421,024
Cash and cash equivalents at beginning of year 1,885,257 1,317,457 896,433
----------- ----------- -----------
CASH AND CASH EQUIVALENTS AT END OF YEAR $ 1,910,060 $ 1,885,257 $ 1,317,457
=========== =========== ===========
SUPPLEMENTAL INFORMATION
Financial expenses paid $ 2,110,181 $ 2,180,042 $ 2,565,608
=========== =========== ===========
See notes to consolidated financial statements.
F-7
SECURED INCOME L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999, 1998 AND 1997
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 approximately 9,400 square feet of 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.
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.
F-8
SECURED INCOME L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 1999, 1998 AND 1997
Note 1 - Organization and Summary of Significant Accounting Policies (continued)
Deferred Revenue
Deferred revenue consists of a fee received by Columbia for the extension of a
parking garage lease that expires September 30, 2011. Such fee is being accreted
to revenue 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 Revenue
Interest earned on the guaranteed investment contract has been 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
1999, 1998 and 1997. Losses are allocated to limited partners until such time as
the limited partners' equity reaches zero.
Reclassifications
Certain prior period amounts have been reclassified to conform to the 1999
presentation.
Note 2 - Guaranteed Investment Contract
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 were comprised of principal and interest such that the balances of the
guaranteed investment contracts were 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 (see Note 7) through December 31, 1997. The remaining guaranteed
investment contract provided for annual distributions of $80,072 for the payment
of Columbia's investor services fee and expired on January 15, 1998.
F-9
SECURED INCOME L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 1999, 1998 AND 1997
Note 3 - Property and Equipment
Property and equipment as of December 31, 1999 and 1998 are summarized as
follows:
1999 1998
----------- -----------
Land $ 6,057,940 $ 6,057,940
Buildings and improvements 36,708,800 36,623,572
Furniture and equipment 1,620,827 1,619,202
----------- -----------
44,387,567 44,300,714
Less accumulated depreciation 17,536,766 16,014,726
----------- -----------
$26,850,801 $28,285,988
=========== ===========
Depreciation for the years 1999, 1998 and 1997 was $1,522,040, $1,517,537 and
$1,537,334, respectively.
Note 4 - Intangible Assets
Intangible assets as of December 31, 1999 and 1998 are summarized as follows:
1999 1998
---------- ----------
Acquisition fees $ 787,495 $ 787,495
Mortgage costs 4,883,818 4,861,818
Leasing costs 269,265 255,656
---------- ----------
5,940,578 5,904,969
Less accumulated amortization 4,437,305 4,186,446
---------- ----------
$1,503,273 $1,718,523
========== ==========
Amortization for the years 1999, 1998 and 1997 was $250,859, $243,911 and
$246,723, respectively.
Note 5 - Restricted Assets and Funded Reserves
Restricted assets and funded reserves (see Note 6) as of December 31, 1999 and
1998 are summarized as follows:
1999 1998
---------- ----------
Escrows held by mortgage lenders $1,134,328 $ 430,025
Pledged cap account 3,439,077 2,765,571
Operating deficit reserve 503,295 502,474
Bond retirement escrow 281,748 246,249
---------- ----------
$5,358,448 $3,944,319
========== ==========
F-10
SECURED INCOME L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 1999, 1998 AND 1997
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 modified 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. 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. The balance of the
mortgage payable at December 31, 1999 and 1998 is $9,831,873 and $9,959,661,
respectively.
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
the issuance 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) with an initial note rate of 4.66%, interest is payable
monthly. In addition, monthly principal amortization of $29,367 is required
through February 2003, after which principal will be paid sufficient to fund the
sinking requirements of the underlying bonds. Pursuant to agreements, any
savings realized on the difference between the 4.66% initial note rate and the
actual low floater rate (approximately 3.04% and 3.23% weighted average rate
during 1999 and 1998, respectively) were to be deposited in an account to be
used to purchase an interest rate cap (the "Pledged Cap Account") by October
1996. During April 1998, the lender agreed to restructure the original terms
concerning the Pledged Cap Account whereby the account may be utilized for
potential debt service shortfalls (in the event the low floater rate is higher
than the stated note rate of 4.66%), but not cause the Pledged Cap Account to
decline below a balance of $1,000,000. An interest rate cap may be purchased
upon the Pledged Cap Account reaching such minimum threshold or in the event the
low floater rate rises above 7% for 90 consecutive days or 7.5% for 30
consecutive days. In addition, the lender agreed to eliminate and reduce certain
partner guarantees, thereby releasing certain restricted assets of approximately
$1,000,000 (see discussion below), of which $300,000 was repaid to the Columbia
general partners in 1998 (see Note 7). The balance in the Pledged Cap Account is
$3,439,077 and $2,765,571 as of December 31, 1999 and 1998, respectively (see
Note 5). Pursuant to agreements, Columbia is subject to restrictions as to
operating policies, rental charges, operating expenditures and distributions to
partners. The balance of the mortgages payable as of December 31, 1999 and 1998
is $23,647,751 and $24,014,152, respectively. The weighted average low floater
rate for the period January 1, 2000 through February 29, 2000 was approximately
3.14%.
F-11
SECURED INCOME L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 1999, 1998 AND 1997
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, 1999 and 1998, the balance in the Operating
Deficit Reserve is $503,295 and $502,474, respectively (see Note 5). During the
years ended December 31, 1999 and 1998, deposits of approximately $35,000 and
$213,000, respectively, were made to the Bond Retirement Escrow. As of December
31, 1999 and 1998, the balance in the Bond Retirement Escrow is $281,748 and
$246,249, 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 was 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 were to be available to
Citibank upon sale or refinancing (or an event of default) in the event
available proceeds were not sufficient to pay in full all amounts due under the
bonds or accrued and unpaid Citibank letter of credit fees (see below). In
connection with the modification of the terms of the Pledged Cap Account (see
discussion above) the Call Premium Letters of Credit were released by Citibank.
However, Citibank will be entitled to draw first upon the Columbia general
partners' guaranty of payment (in the amount of approximately $1,000,000) to pay
any unpaid letter of credit fee (see discussion below).
As part of the mortgage modification, Citibank agreed to extend its letter of
credit from February 1997 to February 2003. Citibank is entitled to 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 or the Columbia general
partners' guaranty of payment, any such unpaid balance shall be deemed fully
discharged and neither Columbia nor its partners shall have any further
obligation with respect thereto. For the years ended December 31, 1999 and 1998,
Columbia incurred a fee in connection with the Citibank letter of credit in the
amount of $624,293 and $627,694, respectively, which fee is being paid currently
on a monthly basis.
Aggregate annual mandatory maturities on the Carrollton and Columbia Mortgages
as of December 31, 1999 are as follows:
2000 $ 488,192
2001 496,696
2002 505,733
2003 1,388,336
2004 1,406,474
Thereafter 29,194,193
------------
$ 33,479,624
============
The carrying amount of the mortgages approximates fair value.
F-12
SECURED INCOME L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 1999, 1998 AND 1997
Note 7 - Related Party Transactions
Due to general partners and affiliates as of December 31, 1999 and 1998 consists
of cash advances and other payables as follows:
1999 1998
---------- ----------
Carrollton general partners and their affiliates $ 65,154 $ 65,154
Columbia general partners and their affiliates
(including accrued interest of $1,472,738
and $1,302,712) 3,203,418 3,033,392
Wilder Richman Management Corp. 202,779 201,597
WRC-87A Corporation 492,456 505,384
---------- ----------
$3,963,807 $3,805,527
========== ==========
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, 1999, 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 $92,468, $89,958 and $86,040 were
charged to operations during 1999, 1998 and 1997, respectively. Accrued
management and reporting fees as of December 31, 1999 and 1998 are $36,779 and
$35,597, respectively.
The management agent for The Westmont is an affiliate of one of the Columbia
general partners and receives property management fees calculated at 3.01% of
rental income for 1999 and 1998 and at the greater of 2% of rental income or
$70,000 for 1997. The charges to operations amounted to $156,343, $146,837 and
$89,232 during 1999, 1998 and 1997, respectively.
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 only from distributions from the guaranteed investment contracts, which
expired on January 15, 1994 and January 15, 1998 in the case of Carrolton and
Columbia, respectively. The consolidated statements of operations include
charges to operations for the investor services fee of $98,437, $98,437 and
$80,072 in 1999, 1998 and 1997, respectively. 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, 1999 and 1998, representing the unpaid investor services fee for the year,
were $87,072 and $84,349, respectively. The Partnership paid WRC-87A Corporation
$100,000 and $265,000 during 1999 and 1998, respectively, for investor services
fees incurred in prior years.
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
Carrollton. In connection with such insurance coverage, Carrollton incurred
$40,654, $41,359 and $45,864 in premiums for the years ended December 31, 1999,
1998 and 1997, respectively.
Carrollton owes WRMC $166,000 as of December 31, 1999 and 1998 for prior years'
operating advances. Carrollton also owes its general partners and affiliates
$65,154 as of December 31, 1999 and 1998 for various advances. All such advances
are unsecured, non-interest bearing and payable from Carrollton cash flow.
During 1998, Columbia paid an affiliate a fee of $60,750 for services rendered
in connection with the modification of the terms of the Pledged Cap Account (see
Note 6) and paid $43,121 in connection with repair services provided by an
affiliate of one of its general partners.
F-13
SECURED INCOME L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 1999, 1998 AND 1997
Note 7 - Related Party Transactions (continued)
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,
1999 and 1998, loans of $1,700,680 remain payable by Columbia. The loans bear
interest at PNC Bank's prime rate plus 2% (10.5% at December 31, 1999) in
accordance with the terms of the Columbia partnership agreement. In connection
with the modification of the terms of the Pledged Cap Account (see Note 6),
$300,000 was repaid to the Columbia general partners during 1998. The amount of
interest charged to operations during 1999, 1998 and 1997 was $170,026, $176,646
and $177,634, respectively. Accrued interest as of December 31, 1999 and 1998 is
$1,472,738 and $1,302,712, 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 $30,000 as of December 31, 1999 and 1998
to certain of its partners for development advances. The advances are
non-interest bearing, unsecured and due on demand.
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, Columbia and
Carrollton.
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 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 1999 and 1998.
Note 9 - Commitments and Contingencies
Lender Restrictions and Requirements
Carrollton and Columbia are subject to various lender requirements and
restrictions, including (i) the rental of not less than 20% of the dwelling
units to individuals or families who qualify as low or moderate income tenants;
(ii) restrictions on the sale of the apartment complexes; and (iii) restrictions
on the amount of cash flow which may be distributed to the partners.
Concentration of Credit Risk
As of December 31, 1999, the Partnership has $1,176,339 in cash and cash
equivalents which are deposited in interest-bearing accounts with an institution
which is not insured by the Federal Deposit Insurance Corporation ("FDIC"). As
of December 31, 1999, Carrollton has $247,759 in excess of FDIC insurance limits
at two banks.
F-14
SECURED INCOME L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 1999, 1998 AND 1997
Note 9 - Commitments and Contingencies (continued)
Long-term Leases
The commercial space and parking garage at Columbia are leased to tenants under
the terms of noncancellable operating leases expiring on various dates through
2010. Future minimum rental payments as of December 31, 1999 are as follows:
2000 $ 706,000
2001 602,000
2002 638,000
2003 654,000
2004 666,000
Thereafter 4,770,000
------------
$ 8,036,000
============
Income recognized under the garage and commercial space for the years 1999, 1998
and 1997 was $744,075, $692,983 and $758,473, respectively.
Note 10 - 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.
Interest and Accounts Receivable
The carrying amount approximates fair value due to the short-term nature of the
receivable.
The estimated fair values of the Partnership's financial instruments as of
December 31, 1999 and 1998 are disclosed elsewhere in the financial statements.
F-15
SECURED INCOME L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 1999, 1998 AND 1997
Note 11 - Reconciliation of Taxable Income (Loss) and Bases of Assets
A reconciliation of the financial statement net earnings (loss) to the income
tax income (loss) of the Partnership for each of the years ended December 31,
1999, 1998 and 1997 is as follows:
1999 1998 1997
--------- --------- ---------
Financial statement net earnings (loss) $ 121,017 $(216,504) $(596,273)
Excess depreciation for income tax purposes
based on estimated useful life (262,030) (266,599) (267,751)
Excess depreciation for financial reporting
purposes due to purchase accounting treatment 438,444 436,460 438,491
Deferred revenue (11,954) (11,954) (11,954)
Amortization of start-up costs and
construction period interest and taxes 158 192 224
Accrual of related party expense items
not deductible until paid for tax purposes
under Internal Revenue Code Section 267 168,461 10,083 137,970
Amounts allocated to other partners of
Carrollton and Columbia and other (4,397) (15,366) 4,321
--------- --------- ---------
Income (loss) as shown on tax return $ 449,699 $ (63,688) $(294,972)
========= ========= =========
A reconciliation of the financial statement carrying amount of total assets to
the tax basis as of December 31, 1999 and 1998 is as follows:
1999 1998
------------ ------------
Financial statement carrying amount of assets $ 36,803,602 $ 36,958,954
Difference which consists principally of the
utilization of purchase accounting for financial
statement purposes (13,967,731) (14,348,641)
------------ ------------
Tax basis of assets $ 22,835,871 $ 22,610,313
============ ============
F-16