Attached files
SECURITIES AND EXCHANGE COMMISSION
Washington, DC
_________________________
FORM 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended March 31, 2012
OR
___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from ____ to ____
Commission File Number 0-17412
Secured Income L.P.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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06-1185846
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State or Other Jurisdiction of
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(IRS Employer
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Incorporation or Organization
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Identification No.)
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340 Pemberwick Road
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Greenwich, Connecticut
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06831
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(Address of Principal Executive Offices)
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Zip Code
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Registrant's Telephone Number, Including Area Code: (203) 869-0900
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes X No ___
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). Yes X No ___
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer Accelerated Filer Non-Accelerated
Filer Smaller Reporting Company X
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No X
As of May 14, 2012, there are 984,369 units of limited partnership interest outstanding.
SECURED INCOME L.P. AND SUBSIDIARY
Part I - Financial Information.
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Table of Contents
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Page
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Item 1.
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Financial Statements.
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Consolidated Balance Sheets
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3
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Consolidated Statements of Operations
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4
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Consolidated Statements of Cash Flows
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5
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Notes to Consolidated Financial Statements
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6
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Item 2.
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Management's Discussion and Analysis of Financial Condition and Results of Operations.
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7
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Item 3.
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Quantitative and Qualitative Disclosure About Market Risk.
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10
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Item 4.
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Controls and Procedures.
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10
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2
SECURED INCOME L.P. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(Unaudited)
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March 31,
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December 31,
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2012
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2011
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ASSETS
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Property and equipment, net of accumulated depreciation
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$ | 1,933,794 | $ | 2,028,462 | ||||
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Cash and cash equivalents
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532,323 | 656,848 | ||||||
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Mortgage escrow deposits
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395,940 | 353,217 | ||||||
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Replacement reserve
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413,793 | 479,000 | ||||||
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Tenant security deposits
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88,035 | 77,274 | ||||||
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Prepaid expenses
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111,656 | 185,092 | ||||||
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Intangible assets, net of accumulated amortization
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233,019 | 238,447 | ||||||
| $ | 3,708,560 | $ | 4,018,340 | |||||
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LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
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Liabilities
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Mortgage payable
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$ | 7,436,718 | $ | 7,505,493 | ||||
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Accounts payable and accrued expenses
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293,556 | 370,240 | ||||||
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Tenant security deposits payable
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87,434 | 76,411 | ||||||
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Due to affiliates
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42,248 | 18,382 | ||||||
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| 7,859,956 | 7,970,526 | |||||||
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Commitments and contingencies
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Partners' equity (deficit)
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Limited partners (984,369 units issued and outstanding)
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7,737 | 203,692 | ||||||
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General partners
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(3,934,949 | ) | (3,932,970 | ) | ||||
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Noncontrolling interest
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(224,184 | ) | (222,908 | ) | ||||
| (4,151,396 | ) | (3,952,186 | ) | |||||
| $ | 3,708,560 | $ | 4,018,340 | |||||
See notes to consolidated financial statements.
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SECURED INCOME L.P. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2012 AND 2011
(Unaudited)
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2012
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2011
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REVENUE
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Rental
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$ | 708,563 | $ | 677,153 | ||||
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Interest
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594 | 2,485 | ||||||
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TOTAL REVENUE
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709,157 | 679,638 | ||||||
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EXPENSES
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Administration and management
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445,941 | 126,037 | ||||||
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Operating and maintenance
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127,290 | 128,131 | ||||||
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Taxes and insurance
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110,522 | 126,630 | ||||||
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Financial
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124,518 | 128,827 | ||||||
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Depreciation and amortization
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100,096 | 110,881 | ||||||
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TOTAL EXPENSES
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908,367 | 620,506 | ||||||
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NET INCOME (LOSS)
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(199,210 | ) | 59,132 | |||||
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Other comprehensive loss
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(751 | ) | ||||||
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COMPREHENSIVE INCOME (LOSS)
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$ | (199,210 | ) | $ | 58,381 | |||
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NET INCOME (LOSS) ATTRIBUTABLE TO
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General partners
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$ | (1,979 | ) | $ | 574 | |||
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Limited partners
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(195,955 | ) | 56,834 | |||||
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Noncontrolling interest
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(1,276 | ) | 1,724 | |||||
| $ | (199,210 | ) | $ | 59,132 | ||||
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NET INCOME (LOSS) ALLOCATED PER UNIT OF LIMITED PARTNERSHIP INTEREST
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$ | .(20 | ) | $ | .06 | |||
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Weighted number of units outstanding
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984,369 | 984,369 | ||||||
See notes to consolidated financial statements.
4
SECURED INCOME L.P. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 2012 AND 2011
(Unaudited)
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2012
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2011
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CASH FLOWS FROM OPERATING ACTIVITIES
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Net income (loss)
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$ | (199,210 | ) | $ | 59,132 | |||
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Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities
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Depreciation and amortization expense
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100,096 | 110,881 | ||||||
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Increase in mortgage escrow deposits
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(42,723 | ) | (80,749 | ) | ||||
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Amortization of premium on investment in bond
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614 | |||||||
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Increase in tenant security deposits
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(10,761 | ) | (7,063 | ) | ||||
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Decrease in interest and accounts receivable
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2,218 | |||||||
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Decrease in prepaid expenses
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73,436 | 80,724 | ||||||
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Decrease in accounts payable and accrued expenses
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(76,684 | ) | (2,204 | ) | ||||
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Increase in tenant security deposits payable
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11,023 | 7,441 | ||||||
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Increase (decrease) in due to affiliates
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23,866 | (10,238 | ) | |||||
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Net cash provided by (used in) operating activities
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(120,957 | ) | 160,756 | |||||
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CASH FLOWS FROM INVESTING ACTIVITIES
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Deposits to replacement reserve
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(9,668 | ) | (9,639 | ) | ||||
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Withdrawals from replacement reserve
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74,875 | |||||||
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Net cash provided by (used in) investing activities
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65,207 | (9,639 | ) | |||||
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CASH FLOWS FROM FINANCING ACTIVITIES
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Mortgage principal payments
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(68,775 | ) | (64,722 | ) | ||||
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Distributions to noncontrolling interest
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(44,122 | ) | ||||||
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Net cash used in financing activities
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(68,775 | ) | (108,844 | ) | ||||
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NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
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(124,525 | ) | 42,273 | |||||
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Cash and cash equivalents at beginning of period
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656,848 | 649,843 | ||||||
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CASH AND CASH EQUIVALENTS AT END OF PERIOD
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$ | 532,323 | $ | 692,116 | ||||
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SIGNIFICANT NONCASH INVESTING AND FINANCING ACTIVITIES
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Unrealized loss on investment in bond
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$ | (751 | ) | |||||
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SUPPLEMENTAL INFORMATION
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Financial expenses paid
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$ | 147,281 | $ | 160,353 | ||||
See notes to consolidated financial statements.
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SECURED INCOME L.P. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2012
(Unaudited)
1. Basis of Presentation
The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. They do not include all information and footnotes required by GAAP for complete financial statements. The results of operations are impacted significantly by the results of operations of Carrollton X Associates Limited Partnership (“Carrollton”), which are provided on an unaudited basis during interim periods. Accordingly, the accompanying unaudited consolidated financial statements are dependent on such unaudited information. In the
opinion of the General Partners of the Partnership, the accompanying unaudited consolidated financial statements include all adjustments necessary to reflect fairly the results of operations and cash flows for the interim periods presented. All adjustments are of a normal recurring nature. The results of operations for the three months ended March 31, 2012 are not necessarily indicative of the results that may be expected for the entire year.
Certain prior period balances have been reclassified to conform to the current period presentation.
2. Commitments and Contingencies
In December 2010, The Equal Rights Center (“ERC” or “Plaintiff”) filed a Complaint (the “Initial Complaint”) against Carrollton, Carrollton’s management agent, and two individual leasing agents (collectively, the “Defendants”), alleging that the Defendants had “engaged in a pattern and practice of discrimination on the basis of national origin in violation of the Fair Housing Act.” The allegations of the Plaintiff were based on a sampling of three tester applicants sent to Fieldpointe, the operating complex owned by Carrollton (the “Complex”), in 2009, notwithstanding the fact that each of the tester applicants was offered an application to rent an apartment at the Complex but never followed
through with the Complex. The Initial Complaint was not based on any individual complaint by any actual real tenant or prospective real tenant. Plaintiff sought to obtain injunctive relief and damages to ERC. The Defendants were successful in obtaining a dismissal of the Initial Complaint. In February 2011, ERC recast the Initial Complaint and filed a second complaint (the “Second Complaint”) basically making the same allegations as in the Initial Complaint. Defendants timely answered the Second Complaint and denied all of ERC’s allegations. The parties are currently engaged in discovery, and the Defendants are vigorously defending the lawsuit and are preparing to move for summary judgment. The Defendants are optimistic that they will prevail in the lawsuit. However, notwithstanding the foregoing, Carrollton has already incurred significant legal expenses as
a result of this matter and anticipates incurring additional legal expenses in the future. Accordingly, an estimate of the ultimate loss or ultimate range of loss cannot be made at this time.
3. Additional Information
Additional information, including the audited December 31, 2011 Consolidated Financial Statements and the Organization and Summary of Significant Accounting Policies, is included in the Partnership's Annual Report on Form 10-K for the fiscal year ended December 31, 2011 on file with the Securities and Exchange Commission.
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SECURED INCOME L.P. AND SUBSIDIARY
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.
Liquidity and Capital Resources
Secured Income L.P. (the “Registrant”) owns a 98.9% interest in Carrollton X Associates Limited Partnership (“Carrollton”). Fieldpointe, the operating complex owned by Carrollton (the “Complex”), remains on the market for sale and, although it is not currently in an active marketing campaign, the Carrollton general partners (the “Carrollton General Partners”) continue to receive inquiries from brokers. Management began a plan in mid 2011 to cautiously increase rents at the Complex while maintaining current occupancy levels in anticipation of re-testing the market for a possible sale of the Complex in mid 2012, after the higher rents
have been phased in as leases expire and/or renew. There can be no assurance that the Complex will be able to achieve the higher rents management is seeking, or that an acceptable offer may be received. Notwithstanding the foregoing, if a sale of the Complex were to occur, Registrant intends to distribute the net proceeds received to its partners, less a reasonable reserve, in accordance with the terms and conditions of Registrant’s Partnership Agreement. At such time, Registrant intends to dissolve.
Registrant’s ability to make future distributions to its partners, and the amount and timing of such distributions, if any, will depend on Carrollton’s cash flow and reserve levels, among other things. Accordingly, there can be no certainty as to the payment of future distributions or the amount and timing thereof.
Registrant's primary source of funds is currently rents generated by Carrollton. Registrant's investment is considered highly illiquid.
In the event a sale of the Complex does not take place, Registrant is not expected to have access to additional sources of financing. Accordingly, if unforeseen contingencies arise that cause Carrollton to require capital in addition to that contributed by Registrant and any equity of the Carrollton General Partners, potential sources from which such capital needs will be able to be satisfied (other than reserves) would be additional equity contributions or voluntary loans from the Carrollton General Partners (which are not required to fund such amounts) or other reserves, if any, which could adversely impact distributions from Carrollton to Registrant of operating cash flow and any sale or
refinancing proceeds.
Registrant formerly held an interest in Columbia Westmont Associates, L.P. (“Columbia”), which sold its underlying property in 2006. After an appeal, Columbia received a real estate tax refund for a prior year in the amount of approximately $998,000, which amount is net of professional fees incurred in connection with the appeal. Registrant and the general partners of Columbia are currently undergoing discussions and seeking guidance in an effort to determine how the funds received should be characterized and applied under the terms of Columbia’s partnership agreement, and the amount, if any, that should be paid to Registrant and the other partners of
Columbia.
In December 2010, The Equal Rights Center (“ERC” or “Plaintiff”) filed a Complaint (the “Initial Complaint”) against Carrollton, Carrollton’s management agent and two individual leasing agents (collectively, the “Defendants”), alleging that the Defendants had “engaged in a pattern and practice of discrimination on the basis of national origin in violation of the Fair Housing Act.” The allegations of the Plaintiff were based on a sampling of three tester applicants sent to the Complex in 2009, notwithstanding the fact that each of the tester applicants was offered an application to rent an apartment at the Complex
but never followed through with the Complex. The Initial Complaint was not based on any individual complaint by any actual real tenant or prospective real tenant. Plaintiff sought to obtain injunctive relief and damages to ERC. The Defendants were successful in obtaining a dismissal of the Initial Complaint. In February 2011, ERC recast the Initial Complaint and filed a second complaint (the “Second Complaint”) basically making the same allegations as in the Initial Complaint. Defendants timely answered the Second Complaint and denied all of ERC’s allegations. The parties are currently engaged in discovery, and the Defendants are vigorously defending the lawsuit and are preparing to move for summary judgment. The Defendants are optimistic that they will prevail in the lawsuit. However, notwithstanding the foregoing, Carrollton has already incurred
significant legal expenses as a result of this matter and anticipates incurring additional legal expenses in the future. Accordingly, an estimate of the ultimate loss or ultimate range of loss cannot be made at this time.
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SECURED INCOME L.P. AND SUBSIDIARY
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued).
Results of Operations
Registrant’s cash and cash equivalents decreased by approximately $125,000 during the three months ended March 31, 2012, primarily resulting from the payment of legal fees incurred in connection with the litigation discussed above under Liquidity and Capital Resources. Property and equipment decreased as a result of depreciation expense. Mortgage escrow deposits increased while prepaid expenses and accounts payable and accrued expenses decreased in the ordinary course of operations. Replacement reserve decreased primarily as a result of a withdrawal received during the period for certain capital expenditures made during the year ended December 31, 2011. Mortgage
payable decreased as a result of principal payments on Carrollton’s mortgage.
The discussion below refers primarily to the operations of Carrollton and not to that of Registrant as a whole.
Three Months Ended March 31, 2012
During the three months ended March 31, 2012, Carrollton's operations resulted in a net loss of approximately $168,000, which includes financial expenses and depreciation and amortization of approximately $124,000 and approximately $99,000, respectively. Accordingly, Carrollton generated income from operating activities prior to financial expenses and depreciation and amortization of approximately $55,000. Mortgage principal payments during the period were approximately $69,000. After considering the mandatory mortgage principal payments and required deposits net of withdrawals to mortgage escrows and the replacement reserve, among other things,
Carrollton’s operations resulted in negative cash flow of approximately $68,000 during the three months ended March 31, 2012.
Registrant’s results of operations as a whole for the three months ended March 31, 2012 reflect a decline as compared to the three months ended March 31, 2011 primarily as a result of legal fees incurred by Carrollton in connection with the litigation discussed above under Liquidity and Capital Resources, partially offset by an increase in rental revenue resulting from an increase in market rental rates.
As of March 31, 2012, the occupancy of the Complex was approximately 99%. In the event a sale of the Complex does not take place, the future operating results of Carrollton will be extremely dependent on market conditions and therefore may be subject to significant volatility.
Three Months Ended March 31, 2011
During the three months ended March 31, 2011, Carrollton's operations resulted in net income of approximately $90,000, which includes financial expenses and depreciation and amortization of approximately $129,000 and approximately $109,000, respectively. Accordingly, Carrollton generated income from operating activities prior to financial expenses and depreciation and amortization of approximately $328,000. Mortgage principal payments during the period were approximately $65,000. After considering the mandatory mortgage principal payments and required deposits net of withdrawals to mortgage escrows and the replacement reserve, among other things, Carrollton
generated cash flow of approximately $130,000 during the three months ended March 31, 2011. As of March 31, 2011, the occupancy of the Complex was approximately 100%.
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SECURED INCOME L.P. AND SUBSIDIARY
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued).
Critical Accounting Policies and Estimates
The accompanying unaudited consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), which requires Registrant to make certain estimates and assumptions. 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 consolidated 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 accompanying unaudited 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 Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 360; Subtopic 10. In accordance with ASC Topic 360; Subtopic 10, 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. 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, Registrant 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. No such adjustment for impairment loss is required as of March 31, 2012.
Forward-Looking Information
As a cautionary note, with the exception of historical facts, the matters discussed in this quarterly report on Form 10-Q are “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Reform Act”). Forward-looking statements may relate to, among other things, current expectations, forecasts of future events, future actions, future performance generally, business development activities, capital expenditures, strategies, the outcome of contingencies, future financial results, financing sources and availability and the effects of regulation and competition. Words such as “anticipate,”
“expect,” “intend,” “plan,” “seek,” “estimate” and other words and terms of similar meaning in connection with discussions of future operating or financial performance signify forward-looking statements. Registrant may also provide written forward-looking statements in other materials released to the public. Such statements are made in good faith by Registrant pursuant to the “Safe Harbor” provisions of the Reform Act. Registrant undertakes no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future events or otherwise. Such forward-looking statements involve known risks, uncertainties and other factors that may cause Registrant’s actual results of operations or actions to be materially different from
future results of operations or actions expressed or implied by the forward-looking statements.
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SECURED INCOME L.P. AND SUBSIDIARY
Item 3. Quantitative and Qualitative Disclosure About Market Risk.
None.
Item 4. Controls and Procedures.
Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed by Registrant in reports that Registrant files or submits under the Exchange Act is recorded, processed, summarized and timely reported as provided in SEC rules and forms. Registrant periodically reviews the design and effectiveness of its disclosure controls and procedures, including compliance with various laws and regulations that apply to its operations. Registrant makes modifications to improve the design and effectiveness of its disclosure controls and procedures, and may take other corrective action, if its reviews identify a
need for such modifications or actions. In designing and evaluating the disclosure controls and procedures, Registrant recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.
Registrant has carried out an evaluation, under the supervision and the participation of its management, including the Chief Executive Officer and Chief Financial Officer of Wilder Richman Resources Corporation (“WRRC”), one of Registrant’s general partners, of the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act), as of the three months ended March 31, 2012. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer of WRRC concluded that Registrant’s disclosure controls and procedures were effective as of March 31,
2012.
There were no changes in Registrant’s internal control over financial reporting during the three months ended March 31, 2012 that have materially affected, or are reasonably likely to materially affect, Registrant’s internal control over financial reporting.
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SECURED INCOME L.P. AND SUBSIDIARY
Part II - Other Information.
Item 1. Legal Proceedings.
See Item 2 of Part I regarding litigation involving Carrollton X Associates Limited Partnership.
Item 1A. Risk Factors.
Registrant is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this Item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
None.
Item 5. Other Information.
None.
Item 6. Exhibits.
Exhibit 31.1 - Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.
Exhibit 31.2 - Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.
Exhibit 32.1 - Section 1350 Certification of Chief Executive Officer.
Exhibit 32.2 - Section 1350 Certification of Chief Financial Officer.
Exhibit 101.ins - XBRL Instance.
Exhibit 101.xsd - XBRL Schema.
Exhibit 101.cal - XBRL Calculation.
Exhibit 101.def - XBRL Definition.
Exhibit 101.lab - XBRL Label.
Exhibit 101.pre - XBRL Presentation.
11
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on the 14th day of May 2012.
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SECURED INCOME L.P.
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By: Wilder Richman Resources Corporation, General Partner
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By: /s/Richard Paul Richman
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Richard Paul Richman
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Chief Executive Officer and Director
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By: /s/James Hussey
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James Hussey
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Chief Financial Officer
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By: /s/Robert H. Wilder, Jr.
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Robert H. Wilder, Jr.
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Executive Vice President and Director
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By: WRC-87A Corporation, General Partner
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By: /s/Richard Paul Richman
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Richard Paul Richman
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Executive Vice President, Treasurer and Director
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By: /s/John E. Bezzant
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John E. Bezzant
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Director
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