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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, 2003
-----------------
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
-------
(Commission File Number)
Secured Income L.P.
-------------------
(Exact name of registrant as specified in its governing instruments)
Delaware 06-1185846
- ----------------------------- -----------------------
(State or other (I.R.S. Employer
jurisdiction of organization) Identification No.)
Wilder Richman Resources Corporation
599 W. Putnam Avenue
Greenwich, Connecticut 06830
- -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (203) 869-0900
------------------
Securities registered pursuant to Section 12(b) of the Act:
None
- --------------------------
(Title of each Class)
Securities registered pursuant to Section 12(g) of the Act:
Units of Limited Partnership Interest
- -------------------------------------------------------------------------------
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
--- ----
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in a definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. X
---
The aggregate sales price of the units of limited partnership interest held by
non-affiliates of the Registrant is $19,687,380. There is currently no public
market for the units of limited partnership interest and, accordingly, such
figure does not represent the market value for the units.
Documents incorporated by reference:
The Prospectus of the Registrant, dated March 5, 1987 as supplemented and filed
pursuant to Rule 424(b) and (c) under the
Securities Act of 1933, is incorporated by reference into Parts I, II and III of
this Annual Report on Form 10-K.
2
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 were 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.
3
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, Tax and Trade Relief Extension Act of 1999, Community
Renewal Tax Relief Act of 2000, Economic Growth and Tax Relief Reconciliation
Act of 2001, Job Creation and Worker Assistance Act of 2002 and Jobs and Growth
Tax Relief Reconciliation Act of 2003 (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, 2003.
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 financed from the sale
of tax-exempt bonds pursuant to the terms of Section 103(b)(4)(a) of the
Internal Revenue Code. The mortgage in the original amount of $10,494,100,
bearing fixed 6.09% interest and maturing in February 2028, 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 92% as of December
31, 2003.
The Westmont, which is owned by Columbia Westmont Associates, L.P., formerly
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.
4
The Columbia Partnership's mortgages were refinanced on June 7, 2000. The first
mortgage, in the amount of $24.2 million, is subject to interest based on a
variable low floater index with credit enhancement provided by the Federal Home
Loan Mortgage Corporation ("Freddie Mac") and matures in July 2030. The second
mortgage, in the amount of $8.55 million and payable to Freddie Mac, is subject
to fixed interest at 8.07% and matures in July 2015. Under the terms of the
refinancing, 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, 2003 was approximately 96% as to residential
dwelling units and approximately 88% as to commercial space (see Item 7 herein,
Management's Discussion and Analysis of Financial Condition and Results of
Operations, for further discussion).
As of December 31, 2003, the market rental rates of the Complexes were
approximately as follows:
Fieldpointe The
Apartments Westmont
--------------- ------------
Monthly Rental Rates:
Studio $1,750 - $2,265
One-Bedroom $745 - $770 $1,976 - $3,584
Two-Bedroom $815 - $905 $3,000 - $4,455
Three-Bedroom $995 - $1,055 $4,000 - $4,888
The low and moderate income rental rates as of December 31, 2003 for Fieldpointe
Apartments fall within the ranges noted above. Such rates for The Westmont range
from $705 to $1,104.
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
-----------------
Registrant is not aware of any material legal proceedings.
Item 4 Submission of Matters to a Vote of Security Holders
---------------------------------------------------
None.
5
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, 2003, there were approximately 971 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. Including a
distribution made to the Unit holders in March 2004, the Partnership has made
twelve consecutive quarterly distributions totaling $4,724,971, representing
approximately $1.60 per Unit for each of the years ended December 31, 2003, 2002
and 2001. Prior to the Columbia Partnership's mortgage restructuring in 2000,
the Columbia Partnership was 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.
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,
-----------------------
2003 2002 2001 2000 1999
--------- ------------ ------------- ------------- ------------
Total revenue $ 8,553,640 $ 8,437,933 $ 8,446,311 $ 8,138,955 $ 7,501,288
Net earnings (loss) 978,278 1,109,393 1,070,991 (167,210)* 121,017
Net earnings (loss) allocated
per unit of limited
partnership interest .98 .78 - - -
At year end:
Total assets 29,478,485 30,984,345 32,940,557 34,099,609 36,803,602
Mortgages payable 40,830,762 41,365,120 41,833,655 43,321,643 33,479,624
*Includes extraordinary loss of $509,899 in connection with the write-off of
unamortized mortgage costs. See Item 7 herein, Management's Discussion and
Analysis of Financial Condition and Results of Operations.
6
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, certain of
which are restricted in accordance with the terms of the mortgages of the
Operating Partnerships. 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
any sale or refinancing proceeds.
Although the Partnership generated cash from operations during the year ended
December 31, 2003, cash and cash equivalents decreased by approximately
$540,000, due in part to the Columbia Partnership's distribution to its general
partners of 2002 cash flows in excess of the 8% preferred return under the terms
of the Columbia Partnership's partnership agreement. Mortgages payable decreased
due to principal amortization of approximately $534,000. Property and equipment
decreased by approximately $1,427,000 due to depreciation of approximately
$1,502,000, partially offset by capital improvements of approximately $75,000,
while intangible assets decreased by approximately $118,000 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
estimated service lives. Prepaid expenses increased in the ordinary course of
operations. Restricted assets and funded reserves increased, in part, as the
result of the deposit of a lease breakage fee of approximately $221,000 in
connection with the Columbia Partnership (see discussion below under Results of
Operations). Due to related parties decreased primarily as a result of the
payment of accrued amounts due to an affiliate of the General Partners.
The Partnership made quarterly distributions to the limited partners in May,
August and November 2003 and in March 2004 totaling $1,574,990, resulting
primarily from operating cash flow generated by the Operating Partnerships. Such
distributions represent an annualized return to the limited partners of
approximately 8% for the year ended December 31, 2003. The Partnership intends
to make quarterly distributions on an ongoing basis, subject to the operating
results of the Operating Partnerships, which are highly contingent upon the
interest rates of the Columbia Partnership's low-floater mortgage and the
strength of their respective rental markets. Accordingly, there can be no
assurance that the Operating Partnerships will continue to generate cash flow
sufficient to make quarterly distributions or that future distributions will be
in any specific amounts. The events of September 11, 2001 have increased the
risk that the operations of the Properties may be adversely impacted as a result
of the effect of these events on the economy in general and because the
Properties are located in New York City and near Washington, D.C.
Results of Operations
Year Ended December 31, 2003
- ----------------------------
During 2003, the Columbia Partnership and the Carrollton Partnership generated
income from operating activities, before financial expenses, of approximately
$3,356,000 and approximately $1,100,000, respectively. Mortgage principal
payments during 2003 for the Columbia Partnership and the Carrollton Partnership
were approximately $371,000 and approximately $163,000, respectively. After
considering the respective mandatory mortgage principal payments and required
deposits to restricted reserves, among other things, the Complexes generated
combined cash flow of approximately $2,057,000 during 2003. However, there can
be no assurance that the level of cash flow generated by the Complexes in 2003
will continue in future years.
Results of operations for the year ended December 31, 2003 reflect a decline as
compared to the year ended December 31, 2002. Rental revenue in 2003 includes
approximately $221,000 in connection with one of the Columbia Partnership's
commercial tenants breaking its lease in the second quarter of 2003. The
termination fee represents approximately eighteen months of rent for such space.
Under the terms of the Columbia Partnership's mortgages, the fee has been
escrowed and will not be released until the earlier of the expiration of the
original lease term or such time as the space is leased to another tenant. Any
prospective tenant must be approved by the lender; the space has not been rented
as of March 2004. As was the case in 2002, the events of September 11, 2001 and
the resulting impact on the Manhattan economy have led to a decrease in average
rent escalations upon
7
lease renewals as compared to prior years, as well as an increase in
concessions. Columbia management reports that aggressive marketing strategies
(which include rental concessions) continue to be employed in an effort to
maintain high occupancy levels. The Columbia Partnership's real estate taxes
increased by approximately $223,000 in 2003 as compared to 2002, while the
property insurance incurred by the Operating Partnerships has increased by
approximately $32,000 combined. However Columbia management has reported that a
2004 real estate tax appeal was successful and the Columbia Partnership will
receive a refund of 2003 real estate taxes of approximately $170,000, which
amount is net of legal fees incurred in connection with the appeal. As part of
the appeal, the assessed value of the apartment complex was reduced. Financial
expenses decreased primarily as a result of a decrease in the weighted average
interest rate on the Columbia Partnership's first mortgage from approximately
1.31% in 2002 to approximately .99% in 2003.
As of December 31, 2003, the occupancy of Fieldpointe Apartments was
approximately 92% and the occupancy of The Westmont was approximately 96% as to
residential units and approximately 88% as to commercial space (see discussion
above). The future operating results of the Complexes will be extremely
dependent on market conditions and therefore may be subject to significant
volatility.
Year Ended December 31, 2002
- ----------------------------
During 2002, the Columbia Partnership and the Carrollton Partnership generated
income from operating activities, before financial expenses, of approximately
$3,400,000 and approximately $1,262,000, respectively. Mortgage principal
payments during 2002 for the Columbia Partnership and the Carrollton Partnership
were approximately $315,000 and approximately $154,000, respectively. After
considering the respective mandatory mortgage principal payments and required
deposits to restricted reserves, among other things, the Complexes generated
combined cash flow of approximately $2,265,000 during 2002.
Results of operations for the year ended December 31, 2002 were comparable to
the year ended December 31, 2001. Rental revenue was flat in 2002 as compared to
2001, primarily as a result of excessive residential vacancies experienced by
the Columbia Partnership resulting from lease expirations in July and August of
2002, many of which were not renewed. The events of September 11, 2001 and the
resulting impact on the Manhattan economy led to an increase in vacancies and a
decrease in average rent escalations upon lease renewals as compared to the
prior year, as well as an increase in concessions. Columbia management reported
that aggressive marketing strategies (which included rental concessions)
continued to be employed in an effort to maintain high occupancy levels;
management further reported that there were only 2 vacant units as of December
31, 2002. Financial expenses decreased primarily as a result of a decrease in
the weighted average interest rate on the Columbia Partnership's first mortgage
from approximately 2.46% in 2001 to approximately 1.31% in 2002. As of December
31, 2002, the occupancy of Fieldpointe Apartments was approximately 93% and the
occupancy of The Westmont was approximately 99% as to residential units and 100%
as to commercial space.
Year Ended December 31, 2001
- ----------------------------
During 2001, the Columbia Partnership and the Carrollton Partnership generated
income from operating activities, before financial expenses, of approximately
$3,730,000 and approximately $1,203,000, respectively. Mortgage principal
payments during 2001 for the Columbia Partnership and the Carrollton Partnership
were approximately $344,000 and approximately $144,000, respectively. After
considering the respective mandatory mortgage principal payments and required
deposits to restricted reserves, among other things, the Complexes generated
combined cash flow of approximately $2,144,000 during 2001.
Results of operations improved in 2001 as compared to 2000. Financial expenses
decreased primarily as a result of a decrease in the weighted average interest
rate on the Columbia Partnership's first mortgage from approximately 3.95% in
2000 to approximately 2.46% in 2001. The write-off of unamortized financing
costs of $509,899 in connection with the refinancing of the Columbia
Partnership's mortgages (the "Refinancing") occurred in 2000. As of December 31,
2001, the occupancy of Fieldpointe Apartments was approximately 97% and the
occupancy of The Westmont was approximately 98% as to residential units and 100%
as to commercial space.
Critical Accounting Policies and Estimates
The financial statements are prepared in accordance with accounting principles
generally accepted in the United States of America, which requires Registrant to
make certain estimates and assumptions. A summary of significant accounting
policies is provided in Note 1 to the consolidated financial statements. The
following section is a summary of certain aspects of those accounting policies
that may require subjective or complex judgments and are most important to the
portrayal of Registrant's financial condition and results of operations.
Registrant believes that there is a low probability that the use of different
estimates or assumptions in making these judgments would result in materially
different amounts being reported in the consolidated financial statements.
8
Registrant records its real estate assets at cost less accumulated depreciation
and, if there are indications that impairment exists, adjusts the carrying value
of those assets in accordance with Statement of Financial Accounting Standards
No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets."
Recent Accounting Pronouncements
In November 2002, the Financial Accounting Standards Board ("FASB") issued
Interpretation No. 45, Guarantor's Accounting and Disclosure Requirements for
Guarantees, Including Indirect Guarantees of Indebtedness of Others ("FIN 45").
FIN 45 requires disclosure of off-balance sheet transactions, arrangements,
obligations, guarantees or other relationships with unconsolidated entities or
other persons that have, or are reasonably likely to have, a material effect on
its financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources. The adoption of the accounting
provisions of FIN 45 did not have a material effect on the Partnership's
consolidated financial statements or disclosures.
In January 2003, the FASB issued Interpretation No. 46, Consolidation of
Variable Interest Entities ("FIN 46"). FIN 46 requires a variable interest
entity to be consolidated by a company if that company is subject to a majority
of the risk of loss from the variable interest entity's activities or entitled
to receive a majority of the entity's residual returns or both. FIN 46 requires
disclosures about variable interest entities that a company is not required to
consolidate, but in which it has a significant variable interest. FIN 46 is
effective immediately for variable interest entities created after January 31,
2003, and for variable interest entities in which an enterprise obtains an
interest after that date. In October 2003, the FASB deferred to the fourth
quarter of 2003 from the third quarter the implementation date of FIN 46 with
respect to variable interest entities in which a variable interest was acquired
before February 1, 2003. In December 2003, the FASB approved various amendments
to FIN 46 and released a revised version of FIN 46 (FIN 46-R). In addition, the
FASB extended the effective date until the first reporting period ending after
March 15, 2004 for variable interest entities which are not special purpose
entities. The adoption of FIN 46 and FIN 46R will not have a material effect on
the Partnership's consolidated financial statements.
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 first mortgage.
Accordingly, a fluctuation in the low-floater interest rates of .25% would have
a $60,500 annualized 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.
9
PART III
--------
Item 10 Directors and Executive Officers of the Registrant
--------------------------------------------------
The Partnership has no directors or executive officers.
The General Partners are Wilder Richman Resources Corporation, a Delaware
corporation (the "WRC General Partner"), Real Estate Equity Partners L.P., a
Delaware limited partnership and an affiliate of 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 are set forth
below:
Name Age Office
---- --- ------
Richard Paul Richman 56 President and Director
Robert H. Wilder, Jr. 58 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.
10
The AIMCO General Partner
-------------------------
Certain officers of Real Estate Equity Partners Inc. are set forth below.
Name Age Office
---- --- ------
Terry Considine 56 Chairman of the Board of Directors &
Chief Executive Officer
Peter K. Kompaniez 59 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 American Land Lease, Inc. (formerly Asset Investors
Corporation and Commercial Assets, Inc.), a public real estate investment
trust. Mr. Considine has been and remains involved as a principal in a
variety of other business activities.
Peter K. Kompaniez has been Vice Chairman of the Board of Directors of AIMCO
since July 1994 and was appointed President in July 1997. Effective April 1,
2004, Mr. Kompaniez will no longer serve as President of AIMCO but will remain
in his same capacity with Real Estate Equity Partners, Inc. 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, 2003.
11
Item 12 Security Ownership of Certain Beneficial Owners and Management
--------------------------------------------------------------
a) As of December 31, 2003, no person or entity, other than the General
Partners discussed below, was known by the Partnership to be the beneficial
owner of more than five percent of the Units.
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.
West Putnam Housing Partners II LLC, an affiliate of Wilder Richman
Resources Corporation, WRC 87-A Corporation and certain of the Carrollton and
Columbia Operating General Partners, owns 186,217 Units, representing
approximately 18.9% of the outstanding Units of limited partnership interest. In
addition, West Putnam Housing Partners LLC, the sole managing member of West
Putnam Housing Partners II LLC, owns 43,211 Units, or approximately 4.4% of the
outstanding Units.
Affiliates of Real Estate Equity Partners L.P. own 162,564 Units,
representing approximately 16.5% of the outstanding Units.
c) Registrant knows of no arrangements that 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
$98,437 in connection with investor services payable to an affiliate of the
General Partners for the year ended December 31, 2003. 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,
2003 allocated to each of the General Partners was approximately $4,100.
12
Transactions with Affiliates of Management
- ------------------------------------------
WRMC, Inc. ("WRMC"), an affiliate of certain General Partners, was the managing
agent of Fieldpointe Apartments in 2003. In connection with these services, WRMC
earned management and reporting fees of $110,492 in 2003.
LaMere Associates, Inc. ("LaMere"), an affiliate of certain General Partners,
was paid premiums in connection with certain insurance coverage provided to
Fieldpointe Apartments in 2003. In connection with such insurance coverage,
Carrollton incurred $87,411 in premiums for the year ended December 31, 2003.
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,
2003.
Item 14 Controls and Procedures
-----------------------
Evaluation of Disclosure Controls and Procedures
a. Within the 90 days prior to the date of this report, the Chief Executive
Officer and Chief Financial Officer of a General Partner of the
Partnership carried out an evaluation of the effectiveness of the
Partnership's "disclosure controls and procedures" as defined in the
Securities Exchange Act of 1934 Rules 13a-14(c) and 15(d)-14(c). Based on
that evaluation, the Chief Executive Officer and Chief Financial Officer
have concluded that as of the date of the evaluation, the Partnership's
disclosure controls and procedures were adequate and effective in timely
alerting them to material information relating to the Partnership required
to be included in the Partnership's periodic SEC filings.
Changes in Internal Controls
b. There were no significant changes in the Partnership's internal controls
or in other factors that could significantly affect the Partnership's
internal controls subsequent to the date of that evaluation.
13
PART IV
-------
Item 15 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.
14
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.
10(R) Columbia Partnership Assignment and Intercreditor Agreement dated as
of June 1, 2000.
10(S) Columbia Partnership Mortgage Note dated as of June 1, 2000.
10(T) Columbia Partnership Multifamily Note (Multistate) dated as of June
1, 2000.
(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.
(31.1) Rule 13a-14/15d-14(a) Certification of Chief Executive Officer.
(31.2) Rule 13a-14/15d-14(a) Certification of Chief Financial Officer.
(32.1) Section 1350 Certification of Chief Executive Officer.
(32.2) Section 1350 Certification of Chief Financial Officer.
Other Exhibits
(b) Reports on form 8-K
-------------------
None
15
SIGNATURES
----------
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Registrant has duly caused this report to be signed on its
behalf by the undersigned, hereunto duly authorized on the 31st day of March
2004.
SECURED INCOME L.P.
By: Wilder Richman Resources Corporation, General Partner
By: /s/Richard Paul Richman
----------------------------------------------
Richard Paul Richman - Chief Executive Officer
By: /s/Neal Ludeke
-------------------------------------------
Neal Ludeke - Chief Financial Officer
By: WRC-87A Corporation, General Partner
By: /s/Richard Paul Richman
-----------------------------------------------
Richard Paul Richman - Executive Vice President
By: /s/Neal Ludeke
--------------------------------------------
Neal Ludeke - Chief Financial Officer
16
CONSOLIDATED FINANCIAL STATEMENTS AND
INDEPENDENT AUDITORS' REPORT
SECURED INCOME L.P. AND SUBSIDIARIES
DECEMBER 31, 2003, 2002 AND 2001
21
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.
We have audited the consolidated balance sheets of Secured Income
L.P. and Subsidiaries as of December 31, 2003 and 2002 and the related
consolidated statements of operations, partners' deficit and cash flows
for each of the three years in the period ended December 31, 2003. 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 auditing standards
generally accepted in the United States of America. 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, 2003 and 2002 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, 2003, in conformity with accounting principles generally accepted in
the United States of America.
By: /s/ Reznick Fedder & Silverman
------------------------------
Bethesda, Maryland
March 24, 2004
F-3
SECURED INCOME L.P. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2003 AND 2002
Notes 2003 2002
---------- -------------- ---------------
ASSETS
Property and equipment, net of accumulated
depreciation 2,5 $ 21,212,956 $ 22,640,134
Cash and cash equivalents 8,9 3,729,130 4,269,304
Restricted assets and funded reserves 4,5,9 992,446 587,843
Tenant security deposits 575,179 573,903
Interest and accounts receivable 9 48,711 44,846
Prepaid expenses 924,520 754,920
Intangible assets, net of accumulated amortization 3 1,995,543 2,113,395
------------- -------------
$ 29,478,485 $ 30,984,345
============= =============
LIABILITIES AND PARTNERS' DEFICIT
Liabilities
Mortgages payable 5,8 $ 40,830,762 $ 41,365,120
Accounts payable and accrued expenses 361,704 331,678
Tenant security deposits payable 565,641 569,931
Due to general partners and affiliates 6 57,965 172,305
Deferred revenue 80,690 92,644
------------- -------------
41,896,762 42,531,678
============= =============
Commitments and contingencies 5,6,8
Partners' deficit 7
Limited partners (984,369 units
issued and outstanding) (10,812,676) (10,206,181)
General partners (1,605,601) (1,341,152)
------------- -------------
(12,418,277) (11,547,333)
------------- -------------
$ 29,478,485 $ 30,984,345
============= =============
See notes to consolidated financial statements.
F-4
SECURED INCOME L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001
Notes 2003 2002 2001
---------- ---------------- --------------- ---------------
REVENUE
Rental $ 8,352,541 $ 8,230,293 $ 8,228,292
Interest 37,303 74,436 130,009
Other 133,796 133,204 88,010
------------ ----------- -----------
TOTAL REVENUE 8,553,640 8,437,933 8,446,311
------------ ----------- -----------
EXPENSES
Administration and management 6 945,204 959,981 811,018
Operating and maintenance 1,542,487 1,453,731 1,385,136
Taxes and insurance 1,750,931 1,468,463 1,356,038
Financial 5,6 1,716,465 1,817,537 2,177,130
Depreciation and amortization 2,3 1,620,275 1,628,828 1,645,998
------------ ----------- -----------
TOTAL EXPENSES 7,575,362 7,328,540 7,375,320
------------ ----------- -----------
NET EARNINGS $ 978,278 $ 1,109,393 $ 1,070,991
============ =========== ===========
NET EARNINGS ATTRIBUTABLE TO
General partners 7 $ 9,783 $ 339,861 $ 1,070,991
Limited partners 7 968,495 769,532 -
------------ ----------- -----------
$ 978,278 $ 1,109,393 $ 1,070,991
============ =========== ===========
NET EARNINGS ALLOCATED PER UNIT
OF LIMITED PARTNERSHIP
INTEREST 7 $ .98 $ .78 $ -
============ =========== ===========
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, 2003, 2002 AND 2001
Limited General
Total partners partners
--------------- --------------- -----------------
Partners' deficit, December 31, 2000 $ (9,992,116) $ (8,219,480) $ (1,772,636)
Distributions to partners (1,194,808) (1,181,243) (13,565)
Net earnings 1,070,991 - 1,070,991
------------- ------------- -------------
Partners' deficit, December 31, 2001 (10,115,933) (9,400,723) (715,210)
Distributions to partners (2,540,793) (1,574,990) (965,803)
Net earnings 1,109,393 769,532 339,861
------------- ------------- ------------
Partners' deficit, December 31, 2002 (11,547,333) (10,206,181) (1,341,152)
Distributions to partners (1,849,222) (1,574,990) (274,232)
Net earnings 978,278 968,495 9,783
------------- ------------- ------------
Partners' deficit, December 31, 2003 $ (12,418,277) $ (10,812,676) $ (1,605,601)
============= ============= =============
See notes to consolidated financial statements.
F-6
SECURED INCOME L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001
2003 2002 2001
------------- --------------- ----------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings $ 978,278 $ 1,109,393 $ 1,070,991
Adjustments to reconcile net earnings to net cash
provided by operating activities
Depreciation and amortization 1,620,275 1,628,828 1,645,998
Decrease (increase) in restricted assets
and funded reserves (404,603) (68,874) 12,637
Decrease (increase) in tenant security deposits (1,276) (17,191) 8,942
Decrease (increase) in accounts receivable (3,865) (7,353) 49,910
Increase in prepaid expenses (169,600) (125,299) (802)
Increase (decrease) in accounts payable
and accrued expenses 14,029 130,693 (115,260)
Increase (decrease) in tenant security
deposits payable (4,290) 14,305 20,058
Decrease in due to general partners
and affiliates (114,340) (122,283) (104,589)
Decrease in deferred revenue (11,954) (11,954) (11,954)
----------- ------------- -------------
Net cash provided by operating activities 1,902,654 2,530,265 2,575,931
----------- ------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures (59,248) (18,070) (194,463)
----------- ------------- -------------
Net cash used in investing activities (59,248) (18,070) (194,463)
----------- ------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES
Mortgage principal payments (534,358) (468,535) (487,988)
Distributions to partners (1,849,222) (2,540,793) (1,194,808)
Repayment of general partner advances (64,638) (188,056)
----------- ------------- -------------
Net cash used in financing activities (2,383,580) (3,073,966) (1,870,852)
----------- ------------- -------------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS (540,174) (561,771) 510,616
Cash and cash equivalents at beginning of year 4,269,304 4,831,075 4,320,459
----------- ------------- -------------
CASH AND CASH EQUIVALENTS AT END OF YEAR $ 3,729,130 $ 4,269,304 $ 4,831,075
=========== =========== ===========
SUPPLEMENTAL INFORMATION
Financial expenses paid $ 1,718,962 $ 1,765,649 $ 2,235,928
=========== =========== ===========
See notes to consolidated financial statements.
F-7
SECURED INCOME L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2003, 2002 AND 2001
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 Westmont Associates, L.P., formerly 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 (collectively the "Operating Properties") 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 that 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 accounting principles
generally accepted in the United States of America 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, 2003, 2002 AND 2001
Note 1 - Organization and Summary of Significant Accounting Policies (continued)
Impairment of Long-Lived Assets
- -------------------------------
In accordance with Statement of Financial Standards ("SFAS") No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets," long-lived
assets, primarily property and equipment, are reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount of the
assets might not be recoverable. The Partnership does not perform a periodic
assessment of assets for impairment in the absence of such information or
indicators. Conditions that would necessitate an impairment assessment include a
significant decline in the observable market value of an asset, a significant
change in the extent or manner in which an asset is used, or a significant
adverse change that would indicate that the carrying amount of an asset or group
of assets is not recoverable. For long-lived assets to be held and used, the
Partnership recognizes an impairment loss only if its carrying amount is not
recoverable through its undiscounted cash flows and measures the impairment loss
based on the difference between the carrying amount and estimated fair value.
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.
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
2003, 2002 and 2001. Losses are allocated to limited partners until such time as
the limited partners' equity reaches zero as a result of loss allocations.
Recent Accounting Pronouncements
- --------------------------------
In November 2002, the Financial Accounting Standards Board ("FASB") issued
Interpretation No. 45, Guarantor's Accounting and Disclosure Requirements for
Guarantees, Including Indirect Guarantees of Indebtedness of Others ("FIN 45").
FIN 45 requires disclosure of off-balance sheet transactions, arrangements,
obligations, guarantees or other relationships with unconsolidated entities or
other persons that have, or are reasonably likely to have, a material effect on
its financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources. The adoption of the accounting
provisions of FIN 45 did not have a material effect on the Partnership's
consolidated financial statements or disclosures.
F-9
SECURED INCOME L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 2003, 2002 AND 2001
Note 1 - Organization and Summary of Significant Accounting Policies (continued)
Recent Accounting Pronouncements (continued)
- --------------------------------------------
In January 2003, the FASB issued Interpretation No. 46, Consolidation of
Variable Interest Entities ("FIN 46"). FIN 46 requires a variable interest
entity to be consolidated by a company if that company is subject to a majority
of the risk of loss from the variable interest entity's activities or entitled
to receive a majority of the entity's residual returns or both. FIN 46 requires
disclosures about variable interest entities that a company is not required to
consolidate, but in which it has a significant variable interest. FIN 46 is
effective immediately for variable interest entities created after January 31,
2003, and for variable interest entities in which an enterprise obtains an
interest after that date. In October 2003, the FASB deferred to the fourth
quarter of 2003 from the third quarter the implementation date of FIN 46 with
respect to variable interest entities in which a variable interest was acquired
before February 1, 2003. In December 2003, the FASB approved various amendments
to FIN 46 and released a revised version of FIN 46 (FIN 46-R). In addition, the
FASB extended the effective date until the first reporting period ending after
March 15, 2004 for variable interest entities which are not special purpose
entities. The adoption of FIN 46 and FIN 46R will not have a material effect on
the Partnership's consolidated financial statements.
Note 2 - Property and Equipment
Property and equipment as of December 31, 2003 and 2002 are summarized as
follows:
2003 2002
--------------- ---------------
Land $ 6,057,940 $ 6,057,940
Buildings and improvements 37,123,205 37,070,740
Furniture and equipment 1,643,607 1,620,827
------------- -------------
44,824,752 44,749,507
Less accumulated depreciation 23,611,796 22,109,373
-------------- -------------
$ 21,212,956 $ 22,640,134
============ ============
Depreciation for the years 2003, 2002 and 2001 was $1,502,423, $1,510,976 and
$1,527,753 respectively.
Note 3 - Intangible Assets
Intangible assets as of December 31, 2003 and 2002 are summarized as follows:
2003 2002
-------------- --------------
Acquisition fees $ 787,495 $ 787,495
Mortgage costs 2,159,285 2,159,285
Leasing costs 269,265 269,265
------------- ------------
3,216,045 3,216,045
Less accumulated amortization 1,220,502 1,102,650
------------ ------------
$ 1,995,543 $ 2,113,395
=========== ===========
Amortization for the years 2003, 2002 and 2001 was $117,852, $117,852 and
$118,245, respectively.
F-10
SECURED INCOME L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 2003, 2002 AND 2001
Note 4 - Restricted Assets and Funded Reserves
Restricted assets and funded reserves (see Note 5) as of December 31, 2003 and
2002 are summarized as follows:
2003 2002
-------------- --------------
Escrows held by mortgage lenders $ 871,915 $ 500,297
Interest rate cap account 120,531 87,546
------------- -------------
$ 992,446 $ 587,843
=========== ===========
Note 5 - Mortgages Payable
Carrollton
- ----------
Carrollton is obligated under the terms of a note in the original amount of
$10,494,100, which note was financed through tax exempt revenue bonds issued by
the City of Frederick, Maryland ("Frederick") and is insured by the United
States Department of Housing and Urban Development ("HUD"). The note bears
interest at 6.09% with monthly payments of principal and interest of $60,900 due
through maturity in February 2028. 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, 2003 and 2002
is $9,235,577 and $9,398,513, respectively.
Columbia
- --------
Columbia is obligated under the terms of two mortgages for which the Federal
Home Loan Mortgage Corporation ("Freddie Mac") is the credit enhancer. Credit
enhancement was provided for $24.2 million in tax exempt bonds (the "First
Mortgage") and an $8.55 million conventional mortgage (the "Second Mortgage")
payable to Freddie Mac. The First Mortgage matures in July 2030 and requires
monthly payments of interest only until the maturity of the Second Mortgage (see
below). After such maturity, a monthly principal reserve fund deposit will be
required in an amount to be determined at that time. The interest rate is based
on a weekly variable low floater index, with a weighted average of approximately
..99% in 2003, approximately 1.31% in 2002 and approximately 2.46% in 2001. In
connection with the First Mortgage, the Columbia Partnership purchased an
interest rate cap, such that the rate cannot exceed 6.54% through June 1, 2005.
In addition to the interest, monthly payments totaling approximately $22,000 are
required, which payments include the credit enhancement fee and approximately
$2,300 that is deposited to an escrow for the purchase of a future interest rate
cap. The Second Mortgage bears interest at 8.07% and requires monthly principal
and interest payments of $82,054 through maturity in July 2015. The balance of
the First Mortgage as of December 31, 2003 and 2002 is $24,200,000. The balance
of the Second Mortgage as of December 31, 2003 and 2002 is $7,395,185 and
$7,766,607, respectively.
Aggregate annual mandatory maturities on the Carrollton and Columbia Mortgages
as of December 31, 2003 are as follows:
2004 $ 575,672
2005 620,228
2006 668,288
2007 720,129
2008 776,052
Thereafter 37,470,393
-------------
$ 40,830,762
============
The carrying amount of the mortgages approximates fair value.
F-11
SECURED INCOME L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 2003, 2002 AND 2001
Note 6 - Related Party Transactions
Due to general partners and affiliates as of December 31, 2003 and 2002 consists
of cash advances and other payables as follows:
2003 2002
------------- -------------
Columbia affiliates $ 13,708 $ 20,336
WRMC, Inc. 7,712
WRC-87A Corporation 44,257 144,257
------------ ------------
$ 57,965 $ 172,305
============ ===========
The management agent for Fieldpointe Apartments for the years ended December 31,
2003 and 2002 was WRMC, Inc., an affiliate of two of the general partners and
one of the Carrollton general partners. During the year ended December 31, 2001,
Fieldpointe Apartments was managed by Wilder Richman Management Corporation
("Wilder Richman"), another affiliate of two of the general partners and one of
the Carrollton general partners. During each of the three years ended December
31, 2003, the management agent was entitled to property management fees equal to
4% of residential income collected. In addition, the management agent 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 $110,492, $110,024 and $91,189 were
charged to operations during 2003, 2002 and 2001, respectively. Accrued
management and reporting fees as of December 31, 2002 were $7,712.
The management agent for The Westmont is an affiliate of one of the Columbia
general partners and received property management fees calculated at 3% of
rental income for each of the three years ended December 31, 2003. The charges
to operations amounted to $180,084, $175,225 and $180,317 during 2003, 2002 and
2001, respectively. As of December 31, 2003 and 2002, accrued management fees
and other expenses paid on behalf of Columbia were $13,708 and $20,336,
respectively. As of December 31, 2000, $56,016 was due from the management
agent, which amount was repaid during 2001.
An affiliate of two of the general partners provides investor services for which
it receives an amount equal to .5% of the gross proceeds from the offering of
Partnership units, which amount is $98,437 per year. The Partnership paid the
affiliate $198,437, $218,455 and $211,532 during 2003, 2002 and 2001,
respectively, which includes amounts incurred and recorded in prior years.
A shareholder of two of the 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 $87,411, $65,392 and $38,452 in premiums
for the years ended December 31, 2003, 2002 and 2001, respectively.
F-12
SECURED INCOME L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 2003, 2002 AND 2001
Note 6 - Related Party Transactions (continued)
Carrollton owed its general partners and affiliates $64,638 as of December 31,
2001 for various advances, which amount was repaid during 2002. In addition,
Carrollton owed Wilder Richman $166,000 as of December 31, 2000 for prior years'
operating advances, which amount was repaid during 2001. All such advances were
unsecured, non-interest bearing and payable from Carrollton cash flow.
Note 7 - 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 as a result of loss allocations, 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 guaranteed investment
contracts (the last of which matured in January 1998), 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.
Including a distribution made to the Unit holders in March 2004, the Partnership
has made twelve consecutive quarterly distributions totaling $4,724,971,
representing approximately $1.60 per Unit for each of the years ended December
31, 2003, 2002 and 2001.
Note 8 - Commitments and Contingencies
Lender Restrictions and Requirements
- ------------------------------------
Carrollton and Columbia are subject to various financing 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, 2003, the Partnership has $1,973,004 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, 2003, Carrollton has $461,953 in excess of FDIC insurance limits
at two banks.
F-13
SECURED INCOME L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 2003, 2002 AND 2001
Note 8 - 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
2011. Future minimum rental payments as of December 31, 2002 are as follows:
2004 $ 690,000
2005 704,000
2006 722,000
2007 750,000
2008 709,000
Thereafter 1,981,000
------------
$ 5,556,000
============
Income recognized under the garage and commercial space for the years 2003, 2002
and 2001 was $983,881, $834,518 and $798,699, respectively.
Note 9 - 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 has
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.
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, 2003 and 2002 are disclosed elsewhere in the financial statements.
F-14
SECURED INCOME L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 2003, 2002 AND 2001
Note 10 - Reconciliation of Taxable Income and Bases of Assets
A reconciliation of the financial statement net earnings to the income tax
income of the Partnership for each of the years ended December 31, 2003, 2002
and 2001 is as follows:
2003 2002 2001
-------------- --------------- -----------------
Financial statement net earnings $ 978,278 $ 1,109,393 $ 1,070,991
Excess depreciation for income tax purposes
based on estimated useful life (86,148) (89,870) (160,902)
Excess depreciation for financial reporting
purposes due to purchase accounting treatment,
net of excess tax depreciation resulting from
a step-up in basis 329,753 297,939 260,894
Deferred revenue (11,954) (11,954) (11,954)
Payment of related party expense items not
deductible until paid for tax purposes
under Internal Revenue Code Section 267 (92,589) (104,319) (60,054)
Amounts allocated to other partners of
Carrollton and Columbia and other (18,343) 10,469 (43,282)
----------- ------------ -------------
Income as shown on tax return $ 1,098,997 $ 1,211,658 $ 1,055,693
============ ============ =============
A reconciliation of the financial statement carrying amount of total assets to
the tax basis as of December 31, 2003 and 2002is as follows:
2003 2002
--------------- ---------------
Financial statement carrying amount of assets $ 29,478,485 $ 30,984,345
Difference which consists principally of the
utilization of purchase accounting for financial
statement purposes (15,204,729) (14,661,762)
------------- -------------
Tax basis of assets $ 14,273,756 $ 16,322,583
============= ============
F-15
SECURED INCOME L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 2003, 2002 AND 2001
Note 11 - Quarterly Financial Information (unaudited)
The following is a summary of results of operations for each of the four
quarters for the years indicated:
First Second Third Fourth
Quarter Quarter Quarter Quarter
------------- ------------ ------------- -------------
2003
- ----
Total revenue $ 2,163,244 $ 2,325,564 $ 1,998,257 $ 2,066,575
Net earnings (loss) 392,451 579,639 201,961 (195,773)
2002
- ----
Total revenue $ 2,107,317 $ 2,082,100 $ 2,056,029 $ 2,192,487
Net earnings 391,450 309,020 237,817 171,106
2001
- ----
Total revenue $ 2,046,625 $ 2,104,651 $ 2,133,333 $ 2,161,702
Net earnings 199,355 259,954 366,484 245,198
F-16