SECURITIES AND EXCHANGE COMMISSION
Washington, DC
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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 May 31, 2003
OR
- ----- TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 0-17793
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Wilder Richman Historic Properties II, L.P.
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(Exact name of Registrant as specified in its charter)
Delaware 13-3481443
- ------------------------------ -------------------
State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
599 W. Putnam Avenue 06830
Greenwich, Connecticut ------------
- ---------------------------------------- Zip Code
(Address of principal executive offices)
Registrant's telephone number, including area code: (203) 869-0900
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to filing requirements
for the past 90 days.
Yes X No
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WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
Part I - Financial Information
Table of Contents
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Item 1. Financial Statements Page
----
Balance Sheets as of May 31, 2003 (Unaudited) and
February 28, 2003 3
Statements of Operations for the three months
ended May 31, 2003 and 2002 (Unaudited) 4
Statements of Cash Flows for the three months
ended May 31, 2003 and 2002 (Unaudited) 5
Notes to Financial Statements as of May 31, 2003
(Unaudited) 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
Item 3. Quantitative and Qualitative Disclosure about
Market Risk 11
Item 4. Controls and Procedures 11
WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
BALANCE SHEETS
May 31, 2003
(Unaudited) February 28, 2003
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ASSETS
Cash and cash equivalents $ 84,863 $ 85,169
Investment in operating partnerships 2,446,247 2,475,099
Other assets 39,290 11,240
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$ 2,570,400 $ 2,571,508
=========== ===========
LIABILITIES AND PARTNERS' EQUITY
Liabilities
Other liabilities $ 13,125 $ 10,000
State of New Jersey filing fee 112,200
Due to related parties 242,445 236,155
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255,570 358,355
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Partners' equity (deficit)
General Partner (133,521) (134,538)
Limited Partner 2,448,351 2,347,691
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2,314,830 2,213,153
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$ 2,570,400 $ 2,571,508
=========== ===========
See notes to financial statements.
3
WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
STATEMENTS OF OPERATIONS
THREE MONTHS ENDED MAY 31, 2003 AND 2002
(Unaudited)
2003 2002
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(Restated)
REVENUE
Interest $ 324 $ 643
EXPENSES
Operating 10,045 9,617
State of New Jersey filing fee 28,050
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Loss from operations (37,771) (8,974)
Equity in income of operating partnerships 139,448 488,263
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NET EARNINGS $ 101,677 $ 479,289
========= =========
NET EARNINGS PER UNIT OF LIMITED
PARTNERSHIP INTEREST
(800 units of limited partnership) $ 125.83 $ 593.12
========= =========
See notes to financial statements.
4
WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MAY 31, 2003 AND 2002
(Unaudited)
2003 2002
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(Restated)
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings $ 101,677 $ 479,289
Adjustments to reconcile net earnings to net
cash used in operating activities
Equity in income of operating partnerships (139,448) (488,263)
Increase in other assets (28,050) (50)
Payment of State of New Jersey filing fee (112,200)
Increase in other liabilities 3,125 2,500
Increase in due to related parties 6,290 6,215
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Net cash used in operating activities (168,606) (309)
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CASH FLOWS FROM INVESTING ACTIVITIES
Distribution from operating partnerships 168,300
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Net cash provided by investing activities 168,300
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Net decrease in cash and cash equivalents (306) (309)
Cash and cash equivalents at beginning of period 85,169 119,417
--------- ---------
Cash and cash equivalents at end of period $ 84,863 $ 119,108
========= =========
See notes to financial statements.
5
WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
NOTES TO FINANCIAL STATEMENTS
MAY 31, 2003
(Unaudited)
1. The accompanying unaudited financial statements have been prepared in
accordance with accounting principles generally accepted in the United
States of America for interim financial information. They do not include
all information and footnotes required by accounting principles generally
accepted in the United States of America for complete financial
statements. The results of operations are impacted significantly by the
results of operations of the Operating Partnerships, which are provided on
an unaudited basis during interim periods. Accordingly, the accompanying
financial statements are dependent on such unaudited information. In the
opinion of the General Partner, the financial statements include all
adjustments necessary to reflect fairly the results of the interim periods
presented. All adjustments are of a normal recurring nature. No
significant events have occurred subsequent to February 28, 2003 and no
material contingencies exist which would require additional disclosures in
the report under Regulation S-X, Rule 10-01 paragraph A-5.
The results of operations for the three months ended May 31, 2003 are not
necessarily indicative of the results to be expected for the entire year.
2. The investment in Operating Partnerships as of May 31, 2003 and February
28, 2003 are as follows:
Amount paid to investee through February 28, 2003 $ 16,388,000
Accumulated cash distributions from Operating
Partnerships through February 28, 2003 (3,180,441)
Equity in accumulated loss of Operating
Partnerships through February 28, 2003 (10,732,460)
------------
Balance, February 28, 2003 2,475,099
Cash distribution from Operating Partnerships
for the three months ended May 31, 2003 (168,300)
Equity in income of operating partnerships for
the three months ended May 31, 2003 139,448
-------------
Balance, May 31, 2003 $ 2,446,247
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6
WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
NOTES TO FINANCIAL STATEMENTS - continued
MAY 31, 2003
(Unaudited)
Note 2 - continued
The combined balance sheets of the Operating Partnerships as of March 31,
2003 and December 31, 2002 are as follows:
March 31, 2003 December 31,
(Unaudited) 2002
-------------- -----------
ASSETS
Land $ 1,150,473 $ 1,150,473
Buildings and equipment (net of accumulated
depreciation of $18,619,369 and $18,240,199) 36,343,982 36,723,151
Cash and cash equivalents 7,489,819 7,176,990
Deferred costs 808,739 816,739
Mortgage escrow deposits 1,552,604 1,698,200
Tenant security deposits 790,510 790,510
Other assets 177,835 16,495
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$48,313,962 $48,372,558
=========== ===========
LIABILITIES AND PARTNERS' EQUITY
Liabilities
Mortgages payable $28,600,000 $28,600,000
Accounts payable and accrued expenses 31,903 261,050
Accrued interest 24,816 13,776
Tenant security deposits payable 790,510 790,510
Due to general partner and affiliates 1,663,074 1,644,420
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31,110,303 31,309,756
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Partners' equity
General partner 14,589,112 14,587,703
Limited partner 2,614,547 2,475,099
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17,203,659 17,062,802
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$48,313,962 $48,372,558
=========== ===========
7
WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
NOTES TO FINANCIAL STATEMENTS - continued
MAY 31, 2003
(Unaudited)
Note 2 - Continued
The unaudited statements of the operations of the Operating Partnerships
for the three months ended March 31, 2003 and 2002 are as follows:
2003 2002
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REVENUE (Restated)
Rent $1,773,405 $1,836,716
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1,773,405 1,836,716
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EXPENSES
Administrative 189,231 116,917
Operating 845,392 633,922
Management fees 74,421 74,421
Interest 136,335 137,256
Depreciation and amortization 387,169 381,006
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1,632,548 1,343,522
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NET EARNINGS $ 140,857 $ 493,194
========== ==========
NET EARNINGS ALLOCATED TO
Wilder Richman Historic Properties II, L.P. $ 139,448 $ 488,263
General partner 1,409 4,931
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$ 140,857 $ 493,194
========== ==========
3. The Partnership is contractually liable for amounts that were partially
omitted from the prior year's financial statements for Investor Services Fees
payable to an affiliate of the General Partner. The adjustment is $2,465 for
the three months ended May 31, 2002. In addition, the Operating Partnerships
are contractually liable for amounts that were wholly or partially omitted
from the prior year's financial statements for Investor Services Fees payable
to an affiliate of the General Partner and for interest on loans payable to
the Operating General Partner. Net income of the Operating Partnerships has
been reduced by $5,933 for the three months ending March 31, 2002. Net income
per unit of limited partnership interest has been reduced by $10 for the
three months ended May 31, 2002.
4. Additional information, including the audited February 28, 2003 Financial
Statements and the Summary of Significant Accounting Policies, is included in
the Partnership's Annual Report on Form 10-K for the fiscal year ended
February 28, 2003 on file with the Securities and Exchange Commission.
8
WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
Item 2. Management's Discussion and Analysis of Financial Conditions and
Results of Operations
Liquidity and Capital Resources
As of May 31, 2003, Wilder Richman Historic Properties II, L.P. (the
"Partnership") experienced few changes in its financial condition as compared to
February 28, 2003, with the exception of the investment in the Operating
Partnerships resulting from the equity in income of operating partnerships for
the three months ended March 31, 2003, net of a distribution received in the
amount of $168,300.
The Operating Partnerships refinanced their respective outstanding mortgage
liabilities as of April 28, 2001 (the "Refinancing"). Prior to the Refinancing,
the annual fixed interest rate of the mortgage was approximately 6.74%. The
total new indebtedness in the amount of $28,600,000 for a term of 30 years was
provided by (a) variable-rate tax-exempt bonds in the amount of $26,435,000, and
(b) variable-rate taxable bonds in the amount of $2,165,000. The initial
interest rates on the tax-exempt and taxable bonds were 5.1% and 6.15%,
respectively. The Operating Partnerships purchased an interest cap which would
limit the interest rates to 6.97% for five years on the tax-exempt portion, and
9.15% for five and one-half years on the taxable portion. Proceeds from the new
bond issue enabled the Operating Partnerships to create a reserve for capital
improvements (approximately $1,365,000). In addition, the balance in the
replacement reserve at the date of the Refinancing (approximately $903,000) was
transferred to the capital improvement reserve.
As a result of the reduction of the mortgage interest rate, there may be greater
potential for the Operating Partnerships to generate cash flow. However, the
Partnership's ability to make distributions will depend on the level of interest
rates and future operating results of the Complex, which will be extremely
dependent on competition, market conditions and needed capital improvements and
repairs. Accordingly, there can be no assurance as to whether or not the
Partnership may be able to make distributions, nor the timing or amount of any
potential distributions to Limited Partners. The Operating General Partner and
the General Partner plan to periodically assess the possible resumption of cash
flow distributions, based on the results of operations, the physical condition
of the Property (see discussion below), the then current interest rates, and
local market conditions, among other things. To the extent cash flow is
generated by the Operating Partnerships, such cash flow may be retained by the
Operating Partnerships or may be distributed at the discretion of management,
pursuant to the terms of the limited partnership agreements of the Operating
Partnerships.
The Property is reporting cash flow for the three months ended March 31, 2003
(see Results of Operations, below) and the Operating Partnerships' cash and cash
equivalents as of March 31, 2003 have increased by approximately $313,000
compared to December 31, 2002, while accounts payable and accrued expenses have
decreased by approximately $229,000. The capital improvement escrow and
replacement reserve accounts, which are controlled by the lender for the purpose
of funding planned capital improvements and needed repairs, are approximately
$223,000 and $103,000, respectively, as of March 31, 2003. The principal
reserve, which is controlled by the lender for purposes of amortizing the debt,
is approximately $983,000 as of March 31, 2003. Each of the foregoing reserves
and escrows are reflected in the Operating Partnerships' balance sheet under the
caption mortgage escrow deposits.
Because the rehabilitation of the Property was completed more than ten years
ago, management has been addressing the need for extensive capital improvements.
As a result of the Refinancing, significant capital improvements have been
completed. The improvements that were contemplated as part of the Refinancing
include roof replacement, replacement of the fire/smoke alarm system, elevator
repairs, new entry doors and other repairs throughout the Complex. In addition,
the Operating General Partner has identified other potential significant capital
improvements and repairs throughout the Complex, which it intends to address
over the next few years. Such capital improvements and repairs would
significantly reduce the Operating Partnerships' cash flow available for
distribution. Furthermore, the local rental market has softened due to the
recent economic recession and the events of September 11, 2001; as a result, the
local competition has reduced their rental rates. Management has implemented
rental reductions and concessions in order to maintain its position in the
market, which will adversely affect cash flow; such affect may be offset (or
exacerbated) by changes in the low floater mortgage interest rates. Depending on
market conditions, rents may need to be further adjusted.
The Partnership agreed with the Operating General Partner to hire a national
brokerage and marketing firm to privately solicit offers from major apartment
owners to purchase the Property (on a confidential basis) in order to determine
the current market value of the Property. Approximately 30 companies with
experience in real estate investments in this area were approached. Two of those
solicitations resulted in initial offers to purchase the Property, which are
non-binding and subject to due diligence. Because of the age of the Property and
necessary capital repairs and improvements already identified, the Operating
General Partner believes it is likely the offers would be reduced after due
diligence investigations, and there is no guarantee that either of the offers
would result in a sale of the Property being completed.
9
WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
Item 2. Management's Discussion and Analysis of Financial Conditions and
Results of Operations (continued)
Under the Partnership Agreement of the Partnership, a sale of the Property would
require the consent of a majority in interest of the Unit Holders. Accordingly,
the Partnership has presented Proxy materials by which Unit Holders have been
asked to vote as to whether or not they want to pursue a sale of the Property.
Such Proxy materials include an estimate of the amount that would be available
to Unit Holders if a sale were to occur at or near the prices currently offered
based on the Partnership's payables, cash reserves, estimated closing costs and
sales commissions. An estimate of net sales proceeds and an estimate of a Unit
Holder's federal tax results which would be triggered by a sale were included in
the Proxy materials. The due date for Unit Holders to submit their votes is July
21, 2003.
In January 2003, the Partnership announced that the Operating General Partner
anticipated making a cash distribution in 2003 of approximately $1,071,000, or
approximately $1,325 per Unit because the Property had accumulated approximately
$7.2 million in cash and restricted deposits, primarily as a result of the low
floater interest rate on the Property's mortgages. The Operating General Partner
has identified repairs and other improvements estimated to cost approximately
$8.5 million over the next five years. The Operating General Partner anticipates
spending approximately $2.5 million in 2003 for capital needs, including
structural work on the pump house building, roof and balcony repairs, and steel
restoration. The Operating General Partner believes that other improvements,
whose timing may be discretionary but which may be important to remain
competitive in the rental market, should be made over time and include kitchen
and bath renovations, new appliances, and replacement of doors and windows.
For the purpose of determining an amount to distribute, the Operating General
Partner took into account what the cash flow would have been if the Property's
mortgage interest rates were 5% (the then current FNMA underwriting rate) as
opposed to the favorable low floater rates of the Property's mortgages. The
Operating General Partner's objective has been to build up reserves to a level
sufficient to reasonably offset the potential adverse impact of future increases
in the low floater rates in addition to other contingencies, including capital
improvements and potential significant increases in real estate taxes. The
Operating General Partner intends to take into account, among other factors, a
similar analysis when considering making future annual distributions.
The Partnership's operating results are dependent upon the operating results of
the Operating Partnerships and are significantly impacted by the Operating
Partnerships' policies. The Partnership accounts for its investment in the
Operating Partnerships in accordance with the equity method of accounting, under
which the investment is carried at cost and is adjusted for the Partnership's
share of the Operating Partnerships' results of operations and by any cash
distributions received.
Results of Operations
For the three months ended May 31, 2003, the statement of operations of the
Partnership reflects net earnings of $101,677, which includes equity in income
of operating partnerships of $139,448. The Operating Partnerships reported net
earnings during the three months ended March 31, 2003 of $140,857, inclusive of
depreciation and amortization expense of $387,169. The Operating Partnerships
generated cash flow after required debt service payments and required
replacement reserve deposits during the three months ended March 31, 2003 of
approximately $411,000, which includes required deposits to the principal
reserve under the mortgages (approximately $97,000) and deposits to required
escrows (approximately $19,000). The Operating Partnerships' results of
operations for the three months ended March 31, 2003 reflect a reduction in
rental income (see discussion above under Liquidity and Capital Resources) and
an increase in operating expenses resulting from planned maintenance and
improvements. Interest expense remained low for the three months ended March 31,
2003 as a result of the average low floater interest rates. The average interest
rates on the low floater bonds for the three months ended March 31, 2003 were
1.03% for the tax exempt bonds and 1.36% for the taxable bonds. The average
occupancy for the three months ended March 31, 2003 was approximately 94%.
For the three months ended May 31, 2002, the statement of operations of the
Partnership reflects net earnings of $479,289, which includes equity in income
of operating partnerships of $488,263. The Operating Partnerships reported net
earnings during the three months ended March 31, 2002 of $493,194, inclusive of
depreciation and amortization expense of $381,006. The Operating Partnerships
generated cash flow after required debt service payments and required
replacement reserve deposits during the three months ended March 31, 2002 of
approximately $772,000, which includes required deposits to the principal
reserve under the mortgages (approximately $89,000) and deposits to required
escrows (approximately $19,000). The average interest rates on the low floater
bonds for the three months ended March 31, 2002 were 1.11% for the tax exempt
bonds and 1.95% for the taxable bonds. The average occupancy for the three
months ended March 31, 2002 was approximately 96%.
10
WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
Item 2. Management's Discussion and Analysis of Financial Conditions and
Results of Operations (continued)
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 the
Partnership 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 the
Partnership's financial condition and results of operations. The Partnership
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 financial statements.
o The Partnership accounts for its investment in operating partnerships
in accordance with the equity method of accounting since the
Partnership does not control the operations of an Operating
Partnership.
o If the book value of the Partnership's investment in an Operating
Partnership exceeds the estimated value derived by management, the
Partnership reduces its investment in any such Operating Partnership
and includes such reduction in equity in income (loss) of investment
in operating partnerships.
Item 3. Quantitative and Qualitative Disclosure About Market Risk
The Partnership has market risk sensitivity with regard to financial instruments
concerning potential interest rate fluctuations in connection with the low
floater rates associated with the Operating Partnerships' mortgages. Although an
interest rate cap has been purchased, a change in the low-floater interest rates
of .25% would have an annualized impact of approximately $70,000 on the
Operating Partnerships' results of operations.
Item 4. Controls and Procedures
Evaluation of disclosure controls and procedures
a. Within the 90 days prior to the date of this report, the Partnership's
Chief Executive Officer and Chief Financial Officer carried out an
evaluation of the effectiveness of the Partnership's "disclosure controls
and procedures" as defined in the securities Exchange Act of 1934 Rules
13a-14(c) and 15(d) -14(c). Based on that evaluation, the Partnership's
Chief Executive Officer and Chief Financial Officer have concluded that as
of the date of the evaluation, the Partnership's disclosure controls and
procedures were adequate and effective in timely alerting them to material
information relating to the Partnership required to be included in the
Partnership's periodic SEC filings.
Changes in Internal Controls
b. There were no significant changes in the Partnership's internal controls or
in other factors that could significantly affect the Partnership's internal
controls subsequent to the date of that evaluation.
11
WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
Part II - Other Information
Item 1. Legal Proceedings
Registrant is not aware of any material legal proceedings.
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits
Exhibit 99.1 Certification of Chief Executive Officer
Exhibit 99.2 Certification of Chief Financial Officer
b. Reports on Form 8-K
None
12
Wilder Richman Historic Properties II, L.P.
Form 10-Q
May 31, 2003
Signatures
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on it behalf by the
undersigned thereunto duly authorized.
WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
By: Wilder Richman Historic Corporation
General Partner
Dated: July 15, 2003 /s/ Richard Paul Richman
-------------------------------
Richard Paul Richman
Chief Executive Officer
/s/ Neal Ludeke
-------------------------------
Neal Ludeke
Chief Financial Officer
13
CERTIFICATIONS
I, Richard Paul Richman, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Wilder Richman Historic
Properties II, L.P.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
(a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
(b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
(c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee
of the registrant's board of directors (or persons performing the equivalent
function):
(a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
(b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: July 15, 2003 /s/ Richard Paul Richard
--------------------------------
Richman Paul Richman
Chief Executive Officer of Wilder
Richman Historic Corporation,
general partner of the registrant
14
I, Neal Ludeke, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Wilder Richman Historic
Properties II, L.P.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
(a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
(b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
(c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee
of the registrant's board of directors (or persons performing the equivalent
function):
(a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
(b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: July 15, 2003 /s/ Neal Ludeke
--------------------------------
Neal Ludeke
Chief Financial Officer of Wilder
Richman Historic Corporation,
general partner of the registrant
15