SECURITIES AND EXCHANGE COMMISSION
Washington, DC
-------------------------
FORM 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- ----- EXCHANGE ACT OF 1934
For the quarterly period ended November 30, 2002
OR
_____ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from____________ to______________
Commission file number 0-17793
Wilder Richman Historic Properties II, L.P.
-------------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware 13-3481443
- ------------------------------ -------------------
State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
599 W. Putnam Avenue 06830
Greenwich, Connecticut ----------
-------------------------------------- Zip Code
(Address of principal executive offices)
Registrant's telephone number, including area code: (203) 869-0900
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 filing requirements
for the past 90 days.
Yes X No
-------- -------
WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
Part I - Financial Information
Table of Contents
- -----------------
Item 1. Financial Statements Page
----
Balance Sheets as of November 30, 2002 (Unaudited) and
February 28, 2002 3
Statements of Operations for the three and nine month
periods ended November 30, 2002 and 2001 (Unaudited) 4
Statements of Cash Flows for the nine months
ended November 30, 2002 and 2001 (Unaudited) 5
Notes to Financial Statements as of November 30, 2002
(Unaudited) 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
Item 3. Quantitative and Qualitative Disclosure about Market Risk 10
WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
BALANCE SHEETS
November 30, 2002
(Unaudited) February 28, 2002
----------------- -----------------
ASSETS
Cash and cash equivalents $ 101,931 $ 119,417
Investments in operating partnerships 3,058,048 2,075,294
Other assets 11,150 10,779
----------- -----------
$ 3,171,129 $ 2,205,490
=========== ===========
LIABILITIES AND PARTNERS' EQUITY
Liabilities
Other liabilities $ 6,937 $ 10,000
Due to related parties 185,451 174,201
----------- -----------
192,388 184,201
----------- -----------
Partners' equity (deficit)
Partners' equity 2,978,741 2,053,462
Accumulated other comprehensive loss (32,173)
----------- -----------
2,978,741 2,021,289
----------- -----------
$ 3,171,129 $ 2,205,490
=========== ===========
See notes to financial statements.
3
WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Nine Months Three Months Nine Months
Ended Ended Ended Ended
November 30, 2002 November 30, 2002 November 30, 2001 November 30, 2001
----------------- ----------------- ----------------- -----------------
REVENUE
Interest $ 507 $ 1,762 $ 944 $ 4,088
EXPENSES
Operating 9,744 27,064 11,998 27,907
--------- --------- --------- ---------
Loss from operations (9,237) (25,302) (11,054) (23,819)
Equity in income of operating
partnerships 252,020 982,754 421,899 495,728
--------- --------- --------- ---------
NET EARNINGS $ 242,783 $ 957,452 $ 410,845 $ 471,909
========= ========= ========= =========
NET EARNINGS PER UNIT OF
LIMITED PARTNERSHIP
INTEREST $ 300.45 $1,184.85 $ 508.42 $ 583.99
========= ========= ========= =========
See notes to financial statements.
4
WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED NOVEMBER 30, 2002 AND 2001
(Unaudited)
2002 2001
---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings $ 957,452 $ 471,909
Adjustments to reconcile net earnings to net
cash used in operating activities
Equity in income of operating partnerships (982,754) (495,728)
Increase in other assets (371) (695)
Decrease in other liabilities (3,063) (2,500)
Increase in due to related parties 11,250 11,250
--------- ---------
Net cash used in operating activities (17,486) (15,764)
--------- ---------
Net decrease in cash and cash equivalents (17,486) (15,764)
Cash and cash equivalents at beginning of period 119,417 157,990
--------- ---------
Cash and cash equivalents at end of period $ 101,931 $ 142,226
========= =========
See notes to financial statements.
5
WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 2002
(Unaudited)
1. The accompanying unaudited financial statements have been prepared in
accordance with accounting principles generally accepted in the United
States of America for interim financial information. They do not include
all information and footnotes required by accounting principles generally
accepted in the United States of America for complete financial statements.
The results of operations are impacted significantly by the results of
operations of the Operating Partnerships, which are provided on an
unaudited basis during interim periods. Accordingly, the accompanying
financial statements are dependent on such unaudited information. In the
opinion of the General Partner, the financial statements include all
adjustments necessary to reflect fairly the results of the interim periods
presented. All adjustments are of a normal recurring nature. No significant
events have occurred subsequent to February 28, 2002 and no material
contingencies exist which would require additional disclosures in the
report under Regulation S-X, Rule 10-01 paragraph A-5.
The results of operations for the nine months ended November 30, 2002 are
not necessarily indicative of the results to be expected for the entire
year.
2. The investments in Operating Partnerships as of November 30, 2002 and
February 28, 2002 are as follows:
Amount paid to investee through February 28, 2002 $ 16,388,000
Accumulated cash distributions from Operating
Partnerships through February 28, 2002 (3,180,441)
Equity in accumulated loss of Operating Partnerships
through February 28, 2002 (11,132,265)
-------------
Balance, February 28, 2002 2,075,294
Equity in income of operating partnerships for the
nine months ended November 30, 2002 982,754
-------------
Balance, November 30, 2002 $ 3,058,048
=============
6
WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
NOTES TO FINANCIAL STATEMENTS - continued
NOVEMBER 30, 2002
(Unaudited)
Note 2 - continued
The combined balance sheets of the Operating Partnerships as of September
30, 2002 and December 31, 2001 are as follows:
September 30, 2002
(Unaudited) December 31, 2001
------------------ -----------------
ASSETS
Land $ 1,150,473 $ 1,150,473
Buildings and equipment (net of accumulated depreciation
of $17,840,244 and $16,721,225, respectively) 36,779,036 37,687,449
Cash and cash equivalents 6,837,218 2,018,814
Investment in bonds 1,348,817
Deferred costs 822,439 846,439
Mortgage escrow deposits and reserves 1,520,555 3,126,650
Tenant security deposits 871,779 870,216
Other assets 218,611 146,898
------------ ------------
$ 48,200,111 $ 47,195,756
============ ============
LIABILITIES AND PARTNERS' EQUITY
Liabilities
Mortgages payable $ 28,600,000 $ 28,600,000
Accounts payable and accrued expenses 54,956 77,031
Accrued interest 14,902 14,902
Tenant security deposits payable 870,216 870,216
Due to general partner and affiliates 1,010,320 976,571
------------ ------------
30,550,394 30,538,720
------------ ------------
Partners' equity (deficit)
Partners' equity 17,649,717 16,689,534
Accumulated other comprehensive loss (32,498)
------------ ------------
17,649,717 16,657,036
------------ ------------
$ 48,200,111 $ 47,195,756
============ ============
7
WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
NOTES TO FINANCIAL STATEMENTS - continued
NOVEMBER 30, 2002
(Unaudited)
Note 2 - Continued
The unaudited statements of the operations of the Operating Partnerships
for the nine months ended September 30, 2002 and 2001 are as follows:
2002 2001
---------- ----------
Revenue
Rent $5,506,930 $5,626,368
---------- ----------
5,506,930 5,626,368
---------- ----------
Expenses
Administrative 480,517 807,132
Operating 2,203,776 2,001,622
Management fees 257,013 220,119
Interest 429,924 822,735
Depreciation and amortization 1,143,019 1,054,433
---------- ----------
4,514,249 4,906,041
---------- ----------
Net EARNINGS $ 992,681 $ 720,327
========== ==========
Net EARNINGS allocated to
Wilder Richman Historic Properties II, L.P. $ 982,754 $ 495,728
General partner 9,927 224,599
---------- ----------
$ 992,681 $ 720,327
========== ==========
3. Additional information, including the audited February 28, 2002 Financial
Statements and the Summary of Significant Accounting Policies, is included
in the Partnership's Annual Report on Form 10-K for the fiscal year ended
February 28, 2002 on file with the Securities and Exchange Commission.
8
WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
Item 2 Management's Discussion and Analysis of Financial Conditions and
Results of Operations
Liquidity and Capital Resources
As of November 30, 2002, Wilder Richman Historic Properties II, L.P. (the
"Partnership") experienced few changes in its financial condition as compared to
February 28, 2002, with the exception of the investment in the Operating
Partnerships resulting from the equity in income of operating partnerships for
the nine months ended September 30, 2002.
The Operating Partnerships refinanced their respective outstanding mortgage
liabilities as of April 28, 2000 (the "Refinancing"). Prior to the Refinancing,
the annual fixed interest rate of the mortgage was approximately 6.74%. The
total new indebtedness in the amount of $28,600,000 for a term of 30 years was
provided by (a) variable-rate tax-exempt bonds in the amount of $26,435,000, and
(b) variable-rate taxable bonds in the amount of $2,165,000. The initial
interest rates on the tax-exempt and taxable bonds were 5.1% and 6.15%,
respectively. The Operating Partnerships purchased an interest cap which would
limit the interest rates to 6.97% for five years on the tax-exempt portion, and
9.15% for five and one-half years on the taxable portion. Proceeds from the new
bond issue enabled the Operating Partnerships to create a reserve for capital
improvements (approximately $1,365,000). In addition, the balance in the
replacement reserve at the date of the Refinancing (approximately $903,000) was
transferred to the capital improvement reserve.
As a result of the reduction of the mortgage interest rate, there may be greater
potential for the Operating Partnerships to generate cash flow. However, the
Partnership's ability to make distributions will depend on the level of interest
rates and future operating results of the Complex, which will be extremely
dependent on competition, market conditions and needed capital improvements and
repairs. Accordingly, there can be no assurance as to whether or not the
Partnership may be able to make distributions, nor the timing or amount of any
potential distributions to Limited Partners. The Operating General Partners and
the General Partner plan to periodically assess the possible resumption of cash
flow distributions, based on the results of operations, the physical condition
of the Property (see discussion below), the then current interest rates, and
local market conditions, among other things. To the extent cash flow is
generated by the Operating Partnerships, such cash flow may be retained by the
Operating Partnerships or may be distributed at the discretion of management,
pursuant to the terms of the limited partnership agreements of the Operating
Partnerships.
The Property is reporting cash flow for the nine months ended September 30, 2002
(see Results of Operations, below) and the Operating Partnerships' cash and cash
equivalents and investment in bonds as of September 30, 2002 have increased by
approximately $3,469,000 compared to December 31, 2001, while accounts payable
and accrued expenses have decreased by approximately $22,000. The increase of
$3,469,000 noted above is inclusive of draws from the capital improvement
reserve of $1,919,000, which relates to capital improvements funded from
operations during 2000 and 2001. The capital improvement escrow and replacement
reserve accounts, which are controlled by the lender for the purpose of funding
planned capital improvements and needed repairs, are approximately $222,000 and
$65,000, respectively, as of September 30, 2002. The principal reserve, which is
controlled by the lender for purposes of paying off the debt, is approximately
$790,000 as of September 30, 2002. In addition, an auxiliary replacement reserve
account has been established by management with a balance of approximately
$72,000 as of September 30, 2002. Each of the foregoing reserves and escrows are
included in mortgage escrow deposits and reserves in the Operating Partnerships'
balance sheet as of September 30, 2002.
Because the rehabilitation of the Property was completed more than ten years
ago, management has been addressing the need for extensive capital improvements.
As a result of the Refinancing, significant capital improvements were scheduled
for the Complex throughout 2000 and 2001. The improvements that were
contemplated as part of the Refinancing include roof replacement, replacement of
the fire/smoke alarm system, elevator repairs, new entry doors and other repairs
throughout the Complex. In addition, the Operating General Partner has
identified other potential significant capital improvements and repairs
throughout the Complex, which it intends to address over the next few years.
Such capital improvements and repairs would significantly reduce the Operating
Partnerships' cash flow available for distribution. Furthermore, the local
rental market has softened due to the recent economic recession and the events
of September 11, 2001; as a result, the local competition has reduced their
rental rates. Management has implemented rental reductions and concessions in
order to maintain its position in the market, which will adversely affect cash
flow; such affect may be offset (or exacerbated) by changes in the low floater
mortgage interest rates. Depending on market conditions, rents may need to be
further adjusted.
9
WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
Item 2 Management's Discussion and Analysis of Financial Conditions and
Results of Operations (continued)
The Partnership agreed with the Operating General Partner to hire a national
brokerage and marketing firm to privately solicit offers to purchase the
Property from major apartment owners on a confidential basis in order to
determine the current market value of the Property. Approximately 30 companies
with experience in real estate investments in this area were approached. Two of
those solicitations resulted in initial offers to purchase the Property, which
are subject to due diligence [, in the amounts of $32.9 million and $33
million]. Because of the age of the Property and capital repairs and
improvements already identified, the Operating General Partner believes it is
likely the offers would be reduced after due diligence investigations, and there
is no guarantee that either of the offers would result in a sale of the Property
being completed.
Under the Partnership Agreement of the Partnership, a sale of the Property would
require the Consent of a majority in interest of the Unit Holders. Accordingly,
the Partnership is preparing Proxy materials by which Unit Holders will be asked
to vote as to whether or not they want to pursue a sale of the Property. The
general partner is preparing an estimate of the amount that would be available
to Unit Holders if a sale were to occur at or near the prices currently offered
based on the Partnership's payables, cash reserves, estimated closing costs and
sales commissions. The estimated net sales proceeds and an estimate of a Unit
Holder's federal tax results which would be triggered by a sale will be included
in the Proxy materials.
The Operating General Partner anticipates making a cash distribution in 2003 of
approximately $1,071,000, or approximately $1,325 per Unit. The Operating
General Partner is considering making a distribution because the Property has
accumulated approximately $7.2 million in cash, including approximately $300,000
of restricted deposits held by the lender, primarily as a result of the low
floater interest rate on the Property's mortgages. The Operating General Partner
has identified repairs and other improvements estimated to cost approximately
$8.5 million over the next five years. The Operating General Partner anticipates
spending approximately $2.5 million in 2003 for capital needs, including
structural work on the pump house building, roof and balcony repairs, and steel
restoration. The Operating General Partner believes that other improvements,
whose timing may be discretionary but which may be important to remain
competitive in the rental market, should be made over time and include kitchen
and bath renovations, new appliances, and replacement of doors and windows.
As discussed below under Results of Operations, the Operating Partnerships
generated cash flow of approximately $1,603,000 for the nine months ended
September 30, 2002 (approximately $2,137,000 annualized). For the purposes of
determining an amount to distribute out of such cash flow, the Operating General
Partner is taking into account what the cash flow would have been if the
Property's mortgage interest rates were 5% (the current FNMA underwriting rate)
as opposed to the current favorable low floater rates as discussed below. The
Operating General Partners's objective has been to build up reserves to a level
sufficient to reasonably offset the potential adverse impact of future increases
in the low floater rates in addition to other contingencies, including capital
improvements and potential significant increases in real estate taxes. At 5% the
annual interest expense would be $1,430,000, as compared to approximately
$364,000 at the average low-floater rates through September 2002, resulting in a
contribution to cash flow of approximately $1,066,000. The Operating General
Partner intends to take into account, among other factors, a similar analysis
when considering making future annual distributions.
The Partnership's operating results are dependent upon the operating results of
the Operating Partnerships and are significantly impacted by the Operating
Partnerships' policies. The Partnership accounts for its investment in the
Operating Partnerships in accordance with the equity method of accounting, under
which the investment is carried at cost and is adjusted for the Partnership's
share of the Operating Partnerships' results of operations and by any cash
distributions received.
Results of Operations
For the nine months ended November 30, 2002, the statement of operations of the
Partnership reflects net earnings of $957,452, which includes equity in income
of operating partnerships of $982,754. The Operating Partnerships reported net
earnings during the nine months ended September 30, 2002 of $992,681, inclusive
of depreciation and amortization expense of $1,143,019. The Operating
Partnerships generated cash flow after required debt service payments and
required replacement reserve deposits during the nine months ended September 30,
2002 of approximately $1,603,000, which includes required deposits to the
principal reserve under the mortgages (approximately $272,000) and deposits to
required escrows (approximately $58,000). The Operating Partnerships' results of
operations for the nine months ended September 30, 2002 reflect a significant
reduction in interest expense compared to the nine months ended September 30,
2001 due to a decline in the average low floater interest rates. The average
interest rates on the low floater bonds for the nine months ended September 30,
2002 were 1.22% for the tax exempt bonds and 1.93% for the taxable bonds. The
average occupancy for the nine months ended September 30, 2002 was approximately
97%.
10
WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
Item 2 Management's Discussion and Analysis of Financial Conditions and
Results of Operations (continued)
For the nine months ended November 30, 2001, the statement of operations of the
Partnership reflects net earnings of $471,909, which includes equity in income
of operating partnerships of $495,728. The Operating Partnerships reported net
earnings during the nine months ended September 30, 2001 of $720,327, which
includes depreciation and amortization expense of approximately $1,054,000 and
non capitalized planned maintenance expenditures of approximately $133,000. The
Operating Partnerships generated cash flow from operations after required debt
service payments and required replacement reserve deposits during the nine
months ended September 30, 2001 of approximately $1,133,000, which includes
principal reserve deposits under the mortgages (approximately $249,000),
deposits to required escrows (approximately $57,000) and capitalized planned
capital expenditures (approximately $336,000). The Operating Partnerships'
results of operations include the settlement of previously pending litigation
matters in the aggregate amount of $310,000, including plaintiffs' legal fees,
plus the Operating Partnerships' legal fees. The average interest rates on the
low floater bonds for the nine months ended September 30, 2001 were 3.32% for
the tax exempt bonds and 5.11% for the taxable bonds. The Operating Partnerships
did not utilize any replacement reserves during the nine months ended September
30, 2001.
Item 3 Quantitative and Qualitative Disclosure 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 Operating Partnerships' mortgages. Although an
interest rate cap has been purchased, a change in the low-floater interest rates
of .25% would have an annualized impact of approximately $70,000 on the
Operating Partnerships' results of operations.
11
WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
Part II - Other Information
Item 1. Legal Proceedings
-----------------
The Partnership is not aware of any material legal proceedings.
Item 2. Changes in Securities
---------------------
None
Item 3. Defaults Upon Senior Securities
-------------------------------
None
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
None
Item 5. Other Information
-----------------
None
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
a. Exhibits
Exhibit 99.1 Certification of Chief Executive Officer
Exhibit 99.2 Certification of Chief Financial Officer
b. Reports on Form 8-K
None
12
Wilder Richman Historic Properties II, L.P.
Form 10-Q
November 30, 2002
Signatures
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
By: Wilder Richman Historic Corporation
General Partner
Date: January 21, 2003 /s/ Richard Paul Richman
-------------------------------------
Richard Paul Richman
President and Chief Executive Officer
Date: January 21, 2003 /s/ Neal Ludeke
-------------------------------------
Neal Ludeke
Treasurer
13
CERTIFICATIONS
I, Richard Paul Richman, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Wilder Richman
Historic Properties II, L.P. (the "Company");
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the Company as of, and for, the periods presented in this
quarterly report;
4. The Company's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the Company and we have:
(a) designed such disclosure controls and procedures to ensure that
material information relating to the Company, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
(b) evaluated the effectiveness of the Company's disclosure controls and
procedures as of a date (the "Evaluation Date") within 90 days prior
to the filing date of this quarterly report; and
(c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The Company's other certifying officers and I have disclosed, based on our
most recent evaluation, to the Company's auditors and the audit committee
of the Company's board of directors (or persons performing the equivalent
function):
(a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the Company's ability to record,
process, summarize and report financial data and have identified for
the Company's auditors any material weaknesses in internal controls;
and
(b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the Company's internal
controls; and
6. The Company's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the Evaluation Date, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: January 21, 2003 By: /s/
--------------------------------
Richard Paul Richman
Chief Executive Officer of Wilder
Richman Historic Corporation,
general partner of the Company
14
I, Neal Ludeke, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Wilder Richman
Historic Properties II, L.P. (the "Company");
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the Company as of, and for, the periods presented in this
quarterly report;
4. The Company's other certifying officers and I am responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the Company and we have:
(a) designed such disclosure controls and procedures to ensure that
material information relating to the Company, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
(b) evaluated the effectiveness of the Company's disclosure controls and
procedures as of a date (the "Evaluation Date") within 90 days prior
to the filing date of this quarterly report; and
(c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The Company's other certifying officers and I have disclosed, based on our
most recent evaluation, to the Company's auditors and the audit committee
of the Company's board of directors (or persons performing the equivalent
function):
(a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the Company's ability to record,
process, summarize and report financial data and have identified for
the Company's auditors any material weaknesses in internal controls;
and
(b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the Company's internal
controls; and
6. The Company's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the Evaluation Date, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: January 21, 2003 By: /s/
--------------------------------
Neal Ludeke
Chief Financial Officer of Wilder
Richman Historic Corporation,
general partner of the Company
15