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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, 2004
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 jurisdiction of organization) (I.R.S. Employer
Identification No.)
Wilder Richman Resources Corporation
340 Pemberwick Road
Greenwich, Connecticut 06831
- --------------------------------------------------------------------------------
(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|
Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
Yes |_| No |X|
The aggregate sales price of the units of limited partnership interest held by
non-affiliates of the Registrant is $19,687,380. There is currently no public
market for the units of limited partnership interest and, accordingly, such
figure does not represent the market value for the units.
Documents incorporated by reference:
The Prospectus of the Registrant, dated March 5, 1987 as supplemented and filed
pursuant to Rule 424(b) and (c) under the Securities Act of 1933, is
incorporated by reference into Parts I, II and III of this Annual Report on Form
10-K.
PART I
Item 1 Business
General Development of Business
Registrant (also referred to as the "Partnership") is a limited partnership
which was formed under the Delaware Revised Uniform Limited Partnership Act on
October 10, 1986. The general partners of the Partnership (the "General
Partners") are Wilder Richman Resources Corporation ("WRRC"), 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
WRRC 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
WRRC.
2
Tax Reform Act of 1986, Revenue Act of 1987, Technical and Miscellaneous Revenue
Act of 1988, Omnibus Budget Reconciliation Act of 1989, Omnibus Budget
Reconciliation Act of 1990, Tax Extension Act of 1991, Omnibus Budget
Reconciliation Act of 1993, Uruguay Round Agreements Act, Tax and Trade Relief
Extension Act of 1998, 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, Jobs and Growth Tax
Relief Reconciliation Act of 2003 and American Jobs Creation Act of 2004
(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, 2004.
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 97% as of December
31, 2004.
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.
3
The Columbia Partnership's mortgages were refinanced in June 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 February 2009. The
Westmont's occupancy rate as of December 31, 2004 was approximately 97% 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, 2004, the market rental rates of the Complexes were
approximately as follows:
Fieldpointe The
Apartments Westmont
-------------- ----------------
Monthly Rental Rates:
Studio $1,950 - $2,250
One-Bedroom $755 - $780 $2,300 - $3,300
Two-Bedroom $810 - $920 $3,600 - $4,300
Three-Bedroom $1,010 - $1,070 $4,500 - $4,800
The low and moderate income rental rates as of December 31, 2004 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.
4
PART II
Item 5 Market for Registrant's Common Equity and Related Unit Matters
Market
There is no developed public market for the purchase and sale of Units and
Registrant does not anticipate that such a market will develop.
Holders
As of December 31, 2004, there were approximately 669 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 2005, 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, 2004, 2003
and 2002. 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,
-----------------------
2004 2003 2002 2001 2000
---- ---- ---- ---- ----
Total revenue $ 8,315,530 $ 8,553,640 $ 8,437,933 $ 8,446,311 $ 8,138,955
Net earnings (loss) 388,036 978,278 1,109,393 1,070,991 (167,210)*
Net earnings (loss) allocated
per unit of limited
partnership interest .39 .98 .78 -- --
Distributions to limited partners 1,574,990 1,574,990 1,574,990 1,181,243 8,219,480
At year end:
Total assets 27,502,890 29,478,485 30,984,345 32,940,557 34,099,609
Mortgages payable 40,255,090 40,830,762 41,365,120 41,833,655 43,321,643
*Includes extraordinary loss of $509,899 in connection with the write-off of
unamortized mortgage costs.
5
Item 7 Management's Discussion and Analysis of Financial Condition and Results
of Operations
Liquidity and Capital Resources
The Partnership's primary sources of funds are rents generated by the Operating
Partnerships and interest derived from investments and deposits, 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, 2004, cash and cash equivalents decreased by approximately $539,000
primarily as a result of distributions to the limited partners. Mortgages
payable decreased due to principal amortization of approximately $576,000.
Property and equipment decreased by approximately $1,434,000 due to depreciation
of approximately $1,497,000, partially offset by capital improvements of
approximately $63,000, 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. Accounts payable and
accrued expenses decreased in the ordinary course of operations.
The Partnership made quarterly distributions to the limited partners in May,
August and November 2004 and in March 2005 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, 2004. The Partnership's ability
to make quarterly distributions on an ongoing basis is 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.
WRRC is aware of several recent tender offers to purchase Units of Secured
Income L.P. The prices offered in the tender offers ranged from $23.30 per Unit
to $34.00 per Unit. The sales of the two properties owned by the Operating
Partnerships are currently being negotiated, and WRRC believes that Unit holders
may realize greater value through a sale of the properties and a liquidation of
the Partnership. WRRC also believes that, barring unforeseen issues, a sale of
the properties could be accomplished before September 30, 2005. WRRC cannot
provide any assurance that one or both of the properties can be sold at prices
that would result in Unit prices higher than those offered in the tender offers,
or that a sale can be completed at a price that would be acceptable to the
Partnership.
If those transactions are consummated, understanding that there is a reasonable
possibility that they may not be consummated at all, the operations of
Registrant would cease. It is Registrant's understanding that certain approvals
may be required by the lenders and others. Even if a sale of the properties can
be successfully negotiated, there can be no assurance that all required
approvals to the sales can be obtained. The preliminary offers indicate that the
carrying amount of these long-lived assets is recoverable based on applying the
standard accounting tests for impairment. However, since the offers are still
preliminary, the assets continue to be classified as held and used assets in the
accompanying balance sheets.
Results of Operations
Year Ended December 31, 2004
During 2004, the Columbia Partnership's and the Carrollton Partnership's
operations resulted in net earnings of approximately $299,000 and approximately
$194,000, respectively. The Columbia Partnership's earnings include financial
expenses and depreciation and amortization of approximately $1,100,000 and
approximately $1,175,000, respectively, while the Carrollton Partnership's
earnings include financial expenses and depreciation and amortization of
approximately $604,000 and approximately $408,000, respectively. Accordingly,
the Columbia Partnership and the Carrollton Partnership generated earnings from
operating activities prior to financial expenses and depreciation and
amortization of approximately $2,574,000 and approximately $1,206,000,
respectively. Mortgage principal payments during 2004 for the Columbia
Partnership and the Carrollton Partnership were approximately $403,000 and
approximately $173,000, 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
$1,408,000 during 2004. However, there can be no assurance that the level of
cash flow generated by the Complexes in 2004 will continue in future years.
6
Results of operations for the year ended December 31, 2004 reflect a significant
decline as compared to the year ended December 31, 2003. Rental revenue is lower
in 2004 as compared to 2003 due in part to one of the Columbia Partnership's
commercial tenants breaking its lease in the second quarter of 2003. A
termination fee of approximately $221,000, representing approximately eighteen
months of rent for such space, was recognized as income in 2003. Under the terms
of the Columbia Partnership's mortgages, the fee has been escrowed with the
lender 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 April 2005. In order to maintain high occupancy levels, Columbia
management continues to employ aggressive marketing strategies, including rental
concessions. Taxes and insurance have increased primarily as the result of an
increase in the real estate taxes of the Columbia Partnership, including
approximately $83,000 of prior year taxes expensed in 2004 resulting from a
billing error on the part of the taxing authority. The weighted average interest
rate on the Columbia Partnership's first mortgage was approximately 1.12% in
2004 as compared to approximately .99% in 2003.
As of December 31, 2004, the occupancy of Fieldpointe Apartments was
approximately 97% and the occupancy of The Westmont was approximately 97% 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, 2003
During 2003, the Columbia Partnership's and the Carrollton Partnership's
operations resulted in net earnings of approximately $1,005,000 and
approximately $52,000, respectively. The Columbia Partnership's earnings include
financial expenses and depreciation and amortization of approximately $1,100,000
and approximately $1,175,000, respectively, while the Carrollton Partnership's
earnings include financial expenses and depreciation and amortization of
approximately $616,000 and approximately $414,000, respectively. Accordingly,
the Columbia Partnership and the Carrollton Partnership generated earnings from
operating activities prior to financial expenses and depreciation and
amortization of approximately $3,280,000 and approximately $1,082,000,
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.
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 a
termination fee of approximately $221,000 in connection with one of the Columbia
Partnership's commercial tenants (see discussion above). As was the case in
2002, the events of September 11, 2001 and the resulting impact on the Manhattan
economy led to a decrease in average rent escalations upon lease renewals as
compared to prior years, as well as an increase in concessions. In order to
maintain high occupancy levels, Columbia management employed aggressive
marketing strategies, which included rental concessions. 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. 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).
Year Ended December 31, 2002
During 2002, the Columbia Partnership's and the Carrollton Partnership's
operations resulted in net earnings of approximately $961,000 and approximately
$188,000, respectively. The Columbia Partnership's earnings include financial
expenses and depreciation and amortization of approximately $1,192,000 and
approximately $1,167,000, respectively, while the Carrollton Partnership's
earnings include financial expenses and depreciation and amortization of
approximately $626,000 and approximately $430,000, respectively. Accordingly,
the Columbia Partnership and the Carrollton Partnership generated earnings from
operating activities prior to financial expenses and depreciation and
amortization of approximately $3,320,000 and approximately $1,244,000,
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.
7
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. In order to maintain high
occupancy levels, Columbia management employed aggressive marketing strategies,
which included rental concessions. 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.
Inflation
Inflation is not expected to have a material adverse impact on Registrant's
operations.
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.
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." See
discussion under Liquidity and Capital Resources above regarding the possible
disposition of the properties owned by the Operating Partnerships.
Recent Accounting Pronouncements
There have been no recent accounting pronouncements that would have a
significant impact on Registrant.
Contractual Obligations
As of December 31, 2004, Registrant has the following contractual obligations
(payments due by period):
Total < 1 year 1 - 3 years 3 - 5 years > 5 years
------------- ------------ ------------ ------------ -----------
Mortgages Payable $ 40,255,090 $ 620,228 $ 1,388,417 $ 1,612,438 $36,634,007
============= ============ ============ ============ ===========
Off - Balance Sheet Arrangements
None
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.
8
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.
Item 9A Controls and Procedures
As of December 31, 2004, under the direction of the Chief Executive Officer and
Chief Financial Officer of WRRC, Registrant evaluated the effectiveness of its
disclosure controls and procedures and internal controls over financial
reporting and concluded that (i) Registrant's disclosure controls and procedures
were effective as of December 31, 2004, and (ii) no changes occurred during the
quarter ended December 31, 2004 that materially affected, or are reasonably
likely to materially affect, such internal controls.
Item 9B Other Information
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 WRRC, a Delaware corporation (the "WRRC 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/WRRC General
Partner"). The A/WRRC 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 WRRC General Partner.
The WRRC General Partner
The directors and certain officers of the WRRC General Partner are set forth
below:
Name Age Office
---- --- ------
Richard Paul Richman 57 President and Director
Robert H. Wilder, Jr. 59 Executive Vice President and Director
Neal Ludeke 46 Treasurer
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 WRRC 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. ("Richman Group"). 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 WRRC
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.
Neal Ludeke is the Treasurer of the WRRC General Partner. Mr. Ludeke, the
Treasurer of Richman Group, is engaged primarily in the syndication, asset
management and finance operations of Richman Group. In addition, Mr. Ludeke is a
Vice President and the Treasurer of Richman Asset Management, Inc. ("RAM"), an
affiliate of the WRRC General Partner. Mr. Ludeke's responsibilities in
connection with RAM include various partnership management functions.
10
The AIMCO General Partner
Certain officers of Real Estate Equity Partners Inc. are set forth below.
Name Age Office
---- --- ------
Terry Considine 57 Chairman of the Board of Directors
& Chief Executive Officer
Peter K. Kompaniez 60 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. 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/WRRC General Partner
The directors and officers of the A/WRRC 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 WRRC General Partner.
Registrant is not aware of any family relationship between any directors and
executive officers noted herein Item 10.
Registrant is not aware of the involvement in certain legal proceedings with
respect to the directors and executive officers noted herein Item 10.
The Board of Directors of the WRRC General Partner acts as the audit committee
of the Registrant. Mr. Richman is a member of the Board of Directors of the WRRC
General Partner and is deemed to be an audit committee financial expert. Mr.
Richman is not independent of the Registrant.
The Board of Directors of the WRRC General Partner has adopted a code of ethics
for senior financial officers of the Registrant, applicable to the Registrant's
principal financial officer and comptroller or principal accounting officer, or
persons performing similar functions. The Registrant will provide to any person
without charge a copy of such code of ethics upon written request to the General
Partner at 340 Pemberwick Road, Greenwich, Connecticut 06831, Attention:
Secretary.
11
Item 11 Executive Compensation
The Partnership is not required to pay the officers, directors or partners of
the General Partners any direct compensation and no such compensation was paid
during the fiscal year ended December 31, 2004.
Item 12 Security Ownership of Certain Beneficial Owners and Management
a) As of December 31, 2004, 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.
Affiliates of WRRC, WRC 87-A Corporation and certain of the Carrollton and
Columbia Operating General Partners own 250,035 Units, representing
approximately 25.4% of the outstanding Units of limited partnership interest.
Affiliates of Real Estate Equity Partners L.P. own 225,536 Units,
representing approximately 22.9% 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.
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, 2004. 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,
2004 allocated to each of the General Partners was approximately $2,400.
12
Transactions with Affiliates of Management
WRMC, Inc. ("WRMC"), an affiliate of certain General Partners, was the managing
agent of Fieldpointe Apartments in 2004. In connection with these services, WRMC
earned management and reporting fees of $112,980 in 2004.
LaMere Associates, Inc. ("LaMere"), an insurance agency affiliate of certain
General Partners, provided insurance brokerage services in connection with
certain insurance coverage provided to Fieldpointe Apartments in 2004. In
connection with such insurance coverage, Carrollton incurred $94,409 in premiums
for the year ended December 31, 2004.
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,
2004.
Item 14. Principal Accountant Fees and Services
The annual audit fees for Registrant for the years ended December 31, 2004 and
2003 were $16,500 and $16,000, respectively, while the annual tax preparation
fees for each of the years ended December 31, 2004 and 2003 were $2,500. There
were no other accounting fees incurred by Registrant in 2004 and 2003. The audit
committee approved the 2004 accounting fees.
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.
14
10(O) Amendment of Guaranty Agreement of Columbia Partnership dated May
27, 1993, incorporated by reference to form 10-K for fiscal year
ended December 31, 1993.
10(P) Columbia Partnership Financing Agreement dated May 27, 1993,
incorporated by reference to form 10-K for fiscal year ended
December 31, 1993.
10(Q) Carrollton Partnership Assignment and Modification of Deed of Trust
dated August 30, 1993, incorporated by reference to Form 10-K for
fiscal year ended December 31, 1993.
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(a)/15d-14(a) Certification of Chief Executive Officer.
(31.2) Rule 13a-14(a)/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.
(99.1) Independent Auditors' Report for Columbia Westmont Associates,
L.P., filed herein.
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 15th day of April
2005.
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 and Treasurer
16
CONSOLIDATED FINANCIAL STATEMENTS AND
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
SECURED INCOME L.P. AND SUBSIDIARIES
DECEMBER 31, 2004, 2003 AND 2002
SECURED INCOME L.P. AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Table of Contents Page
- ----------------- ----
Report of Independent Registered Public Accounting Firm 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
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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, 2004, and 2003 and the related consolidated
statements of operations, partners' deficit and cash flows for each of the three
years in the period ended December 31, 2004. 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 did not audit the financial statements of one
of the Subsidiaries which total assets represent $19,797,407 of the total assets
as of December 31, 2004 and $298,518 of the total earnings for the year then
ended. Those financial statements were audited by another auditor, whose report
has been furnished to us, and our opinion, insofar as it relates to the
Subsidiary, is based solely on the report of the other auditor.
We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). 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. The
Partnership has determined that it is not required to have, nor were we engaged
to perform, an audit of its internal control over financing reporting. Our audit
included consideration of internal control over financial reporting as a basis
for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the
Partnership's internal control over financial reporting. Accordingly, we express
no such opinion. 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 and the report of the other auditor
provide a reasonable basis for our opinion.
In our opinion, based on our audits and the report of the other auditor,
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, 2004 and 2003 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, 2004, in conformity with
accounting principles generally accepted in the United States of America.
By: /s/ REZNICK GROUP, P.C.
-----------------------
Bethesda, Maryland
March 28, 2005
F-3
SECURED INCOME L.P. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2004 AND 2003
Notes 2004 2003
----- ---- ----
ASSETS
Property and equipment, net of accumulated
depreciation 2,5 $ 19,779,313 $ 21,212,956
Cash and cash equivalents 8,9 3,189,581 3,729,130
Restricted assets and funded reserves 4,5,9 1,130,638 992,446
Tenant security deposits 583,295 575,179
Interest and accounts receivable 9 21,695 48,711
Due from affiliate 6,9 28,677
Prepaid expenses 892,000 924,520
Intangible assets, net of accumulated amortization 3 1,877,691 1,995,543
------------ ------------
$ 27,502,890 $ 29,478,485
============ ============
LIABILITIES AND PARTNERS' DEFICIT
Liabilities
Mortgages payable 5,8 $ 40,255,090 $ 40,830,762
Accounts payable and accrued expenses 270,883 361,704
Tenant security deposits payable 576,439 565,641
Due to general partners and affiliates 6 22,990 57,965
Deferred revenue 68,736 80,690
------------ ------------
41,194,138 41,896,762
------------ ------------
Commitments and contingencies 5,6,7,8
Partners' deficit 7
Limited partners (984,369 units issued
and outstanding) (12,003,510) (10,812,676)
General partners (1,687,738) (1,605,601)
------------ ------------
(13,691,248) (12,418,277)
------------ ------------
$ 27,502,890 $ 29,478,485
============ ============
See notes to consolidated financial statements.
F-4
SECURED INCOME L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002
Notes 2004 2003 2002
----- ---- ---- ----
REVENUE
Rental $8,180,068 $8,382,541 $8,230,293
Interest 30,479 37,303 74,436
Other 104,983 133,796 133,204
---------- ---------- ----------
TOTAL REVENUE 8,315,530 8,553,640 8,437,933
---------- ---------- ----------
EXPENSES
Administration and management 6 987,249 945,204 959,981
Operating and maintenance 1,585,960 1,542,487 1,453,731
Taxes and insurance 2,034,675 1,750,931 1,468,463
Financial 5,6 1,704,452 1,716,465 1,817,537
Depreciation and amortization 2,3 1,615,158 1,620,275 1,628,828
---------- ---------- ----------
TOTAL EXPENSES 7,927,494 7,575,362 7,328,540
---------- ---------- ----------
NET EARNINGS $ 388,036 $ 978,278 $1,109,393
========== ========== ==========
NET EARNINGS ATTRIBUTABLE TO
General partners 7 $ 3,880 $ 9,783 $ 339,861
Limited partners 7 384,156 968,495 769,532
---------- ---------- ----------
$ 388,036 $ 978,278 $1,109,393
========== ========== ==========
NET EARNINGS ALLOCATED PER UNIT
OF LIMITED PARTNERSHIP
INTEREST 7 $ .39 $ .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, 2004, 2003 AND 2002
Limited General
Total partners partners
----- -------- --------
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)
Distributions to partners (1,661,007) (1,574,990) (86,017)
Net earnings 388,036 384,156 3,880
------------ ------------ ------------
Partners' deficit, December 31, 2004 $(13,691,248) $(12,003,510) $ (1,687,738)
============ ============ ============
See notes to consolidated financial statements.
F-6
SECURED INCOME L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002
2004 2003 2002
---- ---- ----
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings $ 388,036 $ 978,278 $ 1,109,393
Adjustments to reconcile net earnings to net cash
provided by operating activities
Depreciation and amortization 1,615,158 1,620,275 1,628,828
Increase in restricted assets
and funded reserves (138,192) (404,603) (68,874)
Increase in tenant security deposits (8,116) (1,276) (17,191)
Decrease (increase) in accounts receivable 27,016 (3,865) (7,353)
Increase (decrease) in prepaid expenses 32,520 (169,600) (125,299)
Increase (decrease) in accounts payable
and accrued expenses (74,824) 14,029 130,693
Increase (decrease) in tenant security deposits payable 10,798 (4,290) 14,305
Decrease in due to general partners and affiliates (34,975) (114,340) (122,283)
Decrease in deferred revenue (11,954) (11,954) (11,954)
----------- ----------- -----------
Net cash provided by operating activities 1,805,467 1,902,654 2,530,265
----------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Advance to affiliate (28,677)
Capital expenditures (79,660) (59,248) (18,070)
----------- ----------- -----------
Net cash used in investing activities (108,337) (59,248) (18,070)
----------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Mortgage principal payments (575,672) (534,358) (468,535)
Distributions to partners (1,661,007) (1,849,222) (2,540,793)
Repayment of general partner advances (64,638)
----------- ----------- -----------
Net cash used in financing activities (2,236,679) (2,383,580) (3,073,966)
----------- ----------- -----------
NET DECREASE IN CASH AND
CASH EQUIVALENTS (539,549) (540,174) (561,771)
Cash and cash equivalents at beginning of year 3,729,130 4,269,304 4,831,075
----------- ----------- -----------
CASH AND CASH EQUIVALENTS AT END OF YEAR $ 3,189,581 $ 3,729,130 $ 4,269,304
=========== =========== ===========
SUPPLEMENTAL INFORMATION
Financial expenses paid $ 1,709,060 $ 1,718,962 $ 1,765,649
=========== =========== ===========
See notes to consolidated financial statements.
F-7
SECURED INCOME L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2004, 2003 AND 2002
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.
The Partnership is considering the sale of the underlying properties of the
Operating Partnerships. It is possible that those sales could be consummated by
September 30, 2005. If those transactions are consummated, understanding that
there is a reasonable possibility that they may not be consummated at all, the
operations of the Partnership would cease. It is the Partnership's understanding
that certain approvals may be required by the lenders and others. Even if a sale
of the properties can be successfully negotiated, there can be no assurance that
all required approvals to the sales can be obtained. The preliminary offers
indicate that the carrying amount of these long-lived assets is recoverable
based on applying the standard accounting tests for impairment. However, since
the offers are still preliminary, the assets continue to be classified as held
and used assets in the accompanying balance sheets.
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. A general partner and special limited partner
minority interest of 1.1% is held in each of the Operating Partnerships. That
minority interest deficit has been allocated to the general partner of the
Partnership for all periods presented.
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.
F-8
SECURED INCOME L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 2004, 2003 AND 2002
Note 1 - Organization and Summary of Significant Accounting Policies (continued)
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.
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.
See discussion above regarding the possible disposition of the Operating
Properties.
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.
F-9
SECURED INCOME L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 2004, 2003 AND 2002
Note 1 - Organization and Summary of Significant Accounting Policies (continued)
Net Earnings (Loss) per Unit of Limited Partnership Interest
Net earnings (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 2004, 2003 and 2002. Losses are allocated to limited partners until such
time as the limited partners' equity reaches zero as a result of loss
allocations.
Reclassifications
Certain prior year amounts have been reclassified to conform to the current year
presentation.
Note 2 - Property and Equipment
Property and equipment as of December 31, 2004 and 2003 are summarized as
follows:
2004 2003
---- ----
Land $ 6,057,940 $ 6,057,940
Buildings and improvements 37,186,868 37,123,205
Furniture and equipment 1,643,607 1,643,607
----------- -----------
44,888,415 44,824,752
Less accumulated depreciation 25,109,102 23,611,796
----------- -----------
$19,779,313 $21,212,956
=========== ===========
Depreciation for the years 2004, 2003 and 2002 was $1,497,306, $1,502,423 and
$1,510,976 respectively.
Note 3 - Intangible Assets
Intangible assets as of December 31, 2004 and 2003 are summarized as follows:
2004 2003
---- ----
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 1,338,354 1,220,502
---------- ----------
$1,877,691 $1,995,543
========== ==========
Amortization for the each of the three years ended December 31, 2004 was
$117,852.
Note 4 - Restricted Assets and Funded Reserves
Restricted assets and funded reserves (see Note 5) as of December 31, 2004 and
2003 are summarized as follows:
2004 2003
---- ----
Escrows held by mortgage lenders $ 943,214 $ 871,915
Interest rate cap account 187,424 120,531
---------- ----------
$1,130,638 $ 992,446
========== ==========
F-10
SECURED INCOME L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 2004, 2003 AND 2002
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 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, 2004 and 2003 is $9,062,436
and $9,235,577, 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
1.12% in 2004, approximately .99% in 2003 and approximately 1.31% in 2002. 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 expense and tax and insurance escrows, monthly
payments totaling approximately $26,800 are required, which payments include the
credit enhancement fee and approximately $6,900 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, 2004 and 2003 is $24,200,000. The balance of the Second Mortgage as
of December 31, 2004 and 2003 is $6,992,654 and $7,395,185, respectively.
Aggregate annual mandatory maturities on the Carrollton and Columbia Mortgages
as of December 31, 2004 are as follows:
2005 $ 620,228
2006 668,288
2007 720,129
2008 776,052
2009 836,386
Thereafter 36,634,007
-----------
$40,255,090
===========
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, 2004, 2003 AND 2002
Note 6 - Related Party Transactions
Due to general partners and affiliates as of December 31, 2004 and 2003 consists
of certain payables as follows:
2004 2003
---- ----
Columbia affiliates $22,196 $13,708
WRMC, Inc. 794 --
WRC-87A Corporation -- 44,257
------- -------
$22,990 $57,965
======= =======
The management agent for Fieldpointe Apartments is WRMC, Inc., an affiliate of
two of the general partners and one of the Carrollton general partners. The
management agent is entitled to property management fees equal to 4% of
residential income collected. In addition, the management agent is 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 $112,980, $110,492 and $110,024 were charged to
operations during 2004, 2003 and 2002, respectively. Accrued management fees as
of December 31, 2004 are $794.
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 $170,861, $180,084 and $175,225 during 2004, 2003 and
2002, respectively. As of December 31, 2004 and 2003, accrued management fees
and other expenses paid on behalf of Columbia were $22,196 and $13,708,
respectively.
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 $142,694, $198,437 and $218,455 during 2004, 2003 and 2002,
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"), an insurance agency. In
connection with such debt financing, the shareholder received 20% of the stock
of LaMere. LaMere provided insurance brokerage services in connection with
property, workers compensation, liability and umbrella insurance coverage
provided to Carrollton. In connection with such insurance coverage, Carrollton
incurred $94,409, $87,411 and $65,392 in premiums for the years ended December
31, 2004, 2003 and 2002, respectively.
During the year ended December 31, 2004, Columbia distributed $28,677 to its
general partners, which amount should have been distributed to the Partnership.
Such amount is reflected as due from affiliate in the accompanying balance sheet
as of December 31, 2004 and is due on demand.
Carrollton owed its general partners and affiliates $64,638 as of December 31,
2001 for various advances, which amount was repaid during 2002. Such advances
were unsecured, non-interest bearing and payable from Carrollton cash flow.
F-12
SECURED INCOME L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 2004, 2003 AND 2002
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 2005, 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, 2004, 2003 and 2002.
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, 2004, the Partnership has $1,323,009 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, 2004, Carrollton has $469,848 in excess of FDIC insurance limits
at two banks.
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, 2004 are as follows:
2005 $ 704,000
2006 722,000
2007 750,000
2008 709,000
2009 594,000
Thereafter 1,387,000
----------
$4,866,000
==========
Income recognized under the garage and commercial space for the years 2004, 2003
and 2002 was $729,568, $983,881 and $834,518, respectively.
F-13
SECURED INCOME L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 2004, 2003 AND 2002
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 and Due from Affiliate
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, 2004 and 2003 are disclosed elsewhere in the financial statements.
F-14
SECURED INCOME L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 2004, 2003 AND 2002
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, 2004, 2003
and 2002 is as follows:
2004 2003 2002
--------- ----------- -----------
Financial statement net earnings $ 388,036 $ 978,278 $ 1,109,393
Excess depreciation for income tax purposes
based on estimated useful life (86,042) (86,148) (89,870)
Excess depreciation for financial reporting
purposes due to purchase accounting treatment, net of
excess tax depreciation resulting from a step-up in basis 331,013 329,753 297,939
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 (47,403) (92,589) (104,319)
Amounts allocated to other partners of
Carrollton and Columbia and other 457 (18,343) 10,469
--------- ----------- -----------
Income as shown on tax return $ 574,107 $ 1,098,997 $ 1,211,658
========= =========== ===========
A reconciliation of the financial statement carrying amount of total assets to
the tax basis as of December 31, 2004 and 2003is as follows:
2004 2003
------------ ------------
Financial statement carrying amount of assets $ 27,502,890 $ 29,478,485
Difference which consists principally of the
utilization of purchase accounting for financial
statement purposes, net of a step-up in basis
recorded for tax purposes (17,351,026) (19,081,649)
------------ ------------
Tax basis of assets $ 10,151,864 $ 10,396,836
============ ============
F-15
SECURED INCOME L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 2004, 2003 AND 2002
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
------- ------- ------- -------
2004
- ----
Total revenue $2,031,333 $ 2,069,693 $2,087,233 $ 2,127,271
Net earnings (loss) 194,643 (13,390) 154,491 52,292
Net earnings (loss) per unit of
limited partnership interest .20 (.02) .16 .05
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)
Net earnings (loss) per unit of
limited partnership interest .39 .59 .20 (.20)
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
Net earnings per unit of limited
partnership interest -- .37 .24 .17
F-16