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EX-32.1 - SECTION 1350 CERTIFICATION OF CHIEF EXECUTIVE OFFICER - WILDER RICHMAN HISTORIC PROPERTIES II LPwrhpex32-120060531.htm
EX-31.1 - RULE 13A-14(A)/15D-14(A) CERTIFICATION OF CHIEF EXECUTIVE OFFICER - WILDER RICHMAN HISTORIC PROPERTIES II LPwrhpex31-120060531.htm
EX-31.2 - RULE 13A-14(A)/15D-14(A) CERTIFICATION OF CHIEF FINANCIAL OFFICER - WILDER RICHMAN HISTORIC PROPERTIES II LPwrhpex31-220060531.htm
EX-32.2 - SECTION 1350 CERTIFICATION OF CHIEF FINANCIAL OFFICER - WILDER RICHMAN HISTORIC PROPERTIES II LPwrhpex32-220060531.htm



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 May 31, 2006


OR


                 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
           EXCHANGE ACT OF 1934


For the transition period from _______ to _______                                                                                                           

Commission file number  0-17793

Wilder Richman Historic Properties II, L.P.
(Exact name of Registrant as specified in its charter)

Delaware
 
13-3481443
State or other jurisdiction of
 
(I.R.S. Employer
incorporation or organization
 
Identification No.)


340 Pemberwick Road
   
Greenwich, Connecticut
 
06831
(Address of principal executive offices)
 
Zip Code

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              No        X              

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer      Accelerated Filer        Non-Accelerated Filer   

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 September 13, 2011, there were 0 units of limited partnership interest outstanding.

 
 

 

WILDER RICHMAN HISTORIC PROPERTIES II, L.P. AND SUBSIDIARIES

Part I - Financial Information


Table of Contents

Item 1.
Financial Statements
Page
     
 
Consolidated Balance Sheets as of May 31, 2006 (Unaudited) and February 28, 2006
3
     
 
Consolidated Statements of Operations for the three months ended May 31, 2006 and 2005 (Unaudited)
4
 
   
 
Consolidated Statements of Cash Flows for the three months ended May 31, 2006 and 2005 (Unaudited)
6
     
 
Notes to Consolidated Financial Statements as of May 31, 2006 (Unaudited)
7
     
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
8
     
Item 3.
Quantitative and Qualitative Disclosure about Market Risk
10
     
Item 4.
Controls and Procedures
10
 
 
Part II – Other Information
     
     
Item 1.
Legal Proceedings
11
     
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
11
     
Item 3.
Defaults Upon Senior Securities
11
     
Item 4.
Submission of Matters to a Vote of Security Holders
11
     
Item 5.
Other Information
11
     
Item 6.
Exhibits
11
     
     
Signatures for Certifications
12-16
      
 
 
 
2

 

WILDER RICHMAN HISTORIC PROPERTIES II, L.P. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)

             
   
May 31, 2006
   
February 28, 2006
 
ASSETS
           
             
             
Cash and cash equivalents
  $ 4,113,616     $ 4,184,690  
                 
Mortgage escrows and other deposits
    1,274,101       1,181,280  
                 
Assets held for sale
    39,924,857       39,371,221  
                 
Other assets
     39,174        57,270  
                 
    $ 45,351,748     $ 44,794,461  
                 
LIABILITIES AND PARTNERS’ EQUITY
               
                 
LIABILITIES
               
                 
Accounts payable and accrued expenses
    489,390       385,789  
Accrued interest payable
    40,775       40,775  
State of New Jersey filing fee
            25,600  
Liabilities held for sale
    27,178,813       27,178,813  
Due to related parties
    2,111,184       2,075,307  
                 
      29,820,162       29,706,284  
                 
MINORITY INTEREST
    14,606,283       14,601,428  
                 
PARTNERS’ EQUITY
    925,303       486,749  
                 
    $ 45,351,748     $ 44,794,461  



See notes to consolidated financial statements.

 
3

 

WILDER RICHMAN HISTORIC PROPERTIES II, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED MAY 31, 2006 AND 2005
(Unaudited)

                                                                                                        
      2006 -       2005 -  
           
(Restated)
 
OPERATIONS
 
               
REVENUE
               
                 
Interest
  $ 39,890     $ 25,324  
                 
EXPENSES
               
Administrative
    31,500       19,945  
Investor services fees – affiliate
    5,658       4,375  
State of New Jersey filing fee
     6,518        28,500  
                 
       43,677        52,820  
                 
LOSS FROM OPERATIONS
    (3,787 )      (27,496 )
                 
DISCONTINUED OPERATIONS
            -  
                 
REVENUE
               
                 
Rent
     1,771,874        1,764,523  
                 
EXPENSES
               
Administrative
    170,031       152,390  
Operating
    784,114       746,569  
Management fees – affiliate
    74,571       84,243  
Investor services fees – affiliate
    11,250       17,415  
Financial
    277,287       200,362  
Depreciation and amortization
     7,425        415,814  
                 
       1,324,678        1,616,793  
                 
Income from discontinued operations before minority interest
     447,196        147,730  
                 
Minority interest income of operating partnerships
     (4,855 )      (1,721 )
                 
INCOME FROM DISCONTINED OPERATIONS
  $ 442,341     $ 146,009  
                 
NET INCOME
  $ 438,554     $ 118,513  



-continued-

 
4

 

WILDER RICHMAN HISTORIC PROPERTIES II, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS  (CONTINUED)
THREE MONTHS ENDED MAY 31, 2006 AND 2005
(Unaudited)


             
      2006 -       2005 -  
           
(Restated)
 
NET INCOME  ALLOCATED TO
               
                 
      Limited Partners
  $ 434,169     $ 117,328  
      General Partners
     4,386        1,185  
 
  $ 438,554     $ 118,513  
                 
NET INCOME ALLOCATED PER UNIT OF LIMITED PARTNERSHIP INTEREST (800 UNITS OF LIMITED PARTNERSHIP INTEREST)
               
    $ 542.71     $ 146.66  
                 
LOSS FROM CONTINUING OPERATIONS ALLOCATED PER UNIT OF LIMITED PARTNERSHIP INTEREST
               
    $ (4.69 )   $ (34.03 )
                 
                 
 

See notes to consolidated financial statements

 
5

 

WILDER RICHMAN HISTORIC PROPERTIES II, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MAY 31, 2006 AND 2005
(Unaudited)


             
      2006 -       2005 -  
           
(Restated)
 
CASH FLOWS FROM OPERATING ACTIVITIES
               
                 
Net income
  $ 438,554     $ 118,513  
Adjustment to reconcile net earnings to net cash provided by operating activities
               
Depreciation and amortization
    7,425       415,814  
Decrease (increase) in other assets
    17,909       (196,916 )
Minority interest in income of operating partnerships
    4,855       1,721  
Decrease (increase) in accounts payable and accrued expenses
    103,600       (252,298 )
Decrease in State of New Jersey filing fee payable
    (25,600 )     (56,100 )
Increase in due to related parties
  $ 35,878        31,994  
                 
   Net cash provided by operating activities
       582,621          62,728  
                 
CASH FLOWS FROM INVESTING ACTIVITIES
               
                 
Purchase of fixed assets
    (181,875 )     (293,496 )
Increase in mortgage escrows and other deposits
     (471,820 )      (6,066 )
                 
Net cash used in investing activities
     (653,695 )      (299,562 )
                 
Net decrease in cash equivalents
    (71,074 )1     (236,834 )
                 
Cash and cash equivalents at beginning of period
     4,184,690        5,909,227  
                 
Cash and cash equivalents at end of period
  $ 4,113,616     $ 5,672,393  
                 
SUPLEMENTAL INFORMATION
               
                 
Financial expenses paid
  $ 258,317     $ 188,946  
                 
CASH FLOWS FROM DISCONTINUED OPERATIONS
               
                 
 Net cash provided by operating activities
  $ 658,499     $ 154,834  
                 
Net cash used in investing activities
  $ (653,695 )   $ (293,496 )



See notes to consolidated financial statements

 
6

 

WILDER RICHMAN HISTORIC PROPERTIES II, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MAY 31, 2006
(Unaudited)


1. 
The accompanying unaudited consolidated 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 consolidated 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, 2006 and no material contingencies exist which would require additional disclosures in the report under Regulation S-X, Rule 10-01 paragraph A-5, except as discussed in No. 2 and 3 below.

The results of operations for the three months ended May 31, 2006 are not necessarily indicative of the results to be expected for the entire year.  Certain prior period amounts in the unaudited consolidated financial statements (see Notes 2 and 3) have been reclassified to conform to the current period presentation.

2. 
During October 2005, the Operating General Partner commenced a process to receive proposals for the sale of the Property.  As a result, certain of the Operating Partnerships’ assets and liabilities are classified as held for sale in the accompanying consolidated balance sheets. The Operating Partnerships received a written offer effective May 24, 2006 from a non-affiliate third party to purchase the real estate assets for $69,960,000.  The purchaser however canceled the Agreement of Purchase and Sale in October, 2006 after the Operating General Partner was unable to obtain the approval of the sale from the tax exempt bond issuer. After such approval was obtained, the purchase price was renegotiated to $69,460,000. The sale of the assets took place on November 14, 2006.

  .

       The following represents the detail of assets and liabilities that are classified as discontinued operations because the assets and liabilities of the Operating Partnerships are classified as held for sale as of May 31, 2006:

       ASSETS

Land, building and improvements, net accumulated depreciation
  $ 37,387,304  
Tenant security deposits
    744,000  
Mortgage escrows
    991,076  
Deferred costs, net of accumulated amortization
    802,477  
         
    $ 39,924,857  
 
 
       LIABILITIES

Mortgage payable
  $ 26,435,000  
Tenant security deposits payable
    743,813  
         
    $ 27,178,813  

3.
Additional information, including the audited February 28, 2006 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, 2006 on file with the Securities and Exchange Commission.

 
7

 

WILDER RICHMAN HISTORIC PROPERTIES II, L.P. AND SUBSIDIARIES


Item 2.        Management's Discussion and Analysis of Financial Conditions and Results of Operations

Liquidity and Capital Resources

As of May 31, 2006, Wilder Richman Historic Properties II, L.P. (the "Partnership") experienced few changes in its financial condition as compared to February 28, 2006.  However, the Operating General Partner commenced a process during the fourth calendar quarter of 2005 to receive proposals for the sale of the Property. The Operating Partnerships received a written offer effective May 24, 2006 from a non-affiliate third party to purchase the real estate assets for $69,960,000.  The purchaser however canceled the Agreement of Purchase and Sale in October, 2006 after the Operating General Partner was unable to obtain the approval of the sale from the tax exempt bond issuer. After such approval was obtained, the purchase price was renegotiated to $69,460,000. The sale of the assets took place on November 14, 2006.  The Partnership’s fiscal year for financial reporting purposes ends on the last day of February, while that of the Operating Partnerships ends on December 31.  Accordingly, the results of operations reflected in the accompanying consolidated statements of operations are for the three months ended May 31, 2006 and 2005 with respect to the Partnership and for the three months ended March 31, 2006 and 2005 with respect to the Operating Partnerships.

Wilder Richman Historic Properties II, L.P. has very limited operating activity; accordingly, the results of operations reflected in the accompanying consolidated statements of operations are highly representative of the Operating Partnerships.  The Property generated positive  cash flow for the three months ended March 31, 2006 (see Results of Operations, below); the Operating Partnerships' cash  and cash equivalents as of March 31, 2006 have increased  by approximately $4,000 compared to December 31, 2005, while accounts payable and accrued expenses have increased by approximately $79,000. The replacement reserve account, which is controlled by the lender for the purpose of funding planned capital improvements and needed repairs, totaled approximately $1,333,000 (which includes deposits to a voluntary reserve), as of March 31, 2006.  The principal reserve, which is controlled by the lender for purposes of amortizing the debt, totaled approximately $196,000 as of March 31, 2006.  Each of the foregoing reserves and escrows are reflected in the accompanying consolidated balance sheet as of March 31, 2006 under the caption mortgage escrows and other deposits or assets held for sale

As mentioned above, the Operating Partnership sold its real estate assets on November 14, 2006 for $69,460,000. The operations of the Registrant terminated in December 2007.
 
 
8

 

WILDER RICHMAN HISTORIC PROPERTIES II, L.P. AND SUBSIDIARIES


Item 2.        Management's Discussion and Analysis of Financial Conditions and Results of Operations (continued)

Results of Operations

For the three months ended May 31, 2006, the consolidated statement of operations of the Partnership reflects net income of $438,554, inclusive of amortization expense of $7,425.  Since the Operating Partnership’s assets are classified as held for sale, depreciation of the assets was not recorded in the current period.  The loss from continuing operations decreased by approximately $24,000 for the three months ended May 31, 2006 as compared to the three months ended May 31, 2005 primarily as a result of (i) an increase in interest revenue of approximately $14,000 resulting from higher average cash and mortgage escrows and other deposits balances combined with higher average interest rates, (ii) a increase in administrative expenses of approximately $12,000 resulting primarily from an increase in the professional fees incurred by the Partnership the sale of the Operating Partnership assets and (iii) a decrease in the State of New Jersey filing fee of approximately $22,000. Income from discontinued operations increased by approximately $292,000 for the three months ended March 31, 2006 as compared to the three months ended March 31, 2005 as a result of i) no depreciation being recorded for the three months ended March 31, 2006 as a result of the Property being classified as held for sale, offset by (ii) an increase in financial expense. Interest expense increased for the three months ended March 31, 2006 as a result of an increase in the low floater interest rates.  The average interest rate of the low floater bonds for the three months ended March 31, 2006 was 3.1% for the tax exempt bonds. The taxable bonds were paid off in November 2005.  The average occupancy for the three months ended March 31, 2006 was approximately 96%.  The Operating Partnerships generated cash flow after require debt service payments and replacement reserve deposits during the three months ended March 31, 2006 of approximately $5.000, which included required deposits to the principal reserve under the mortgages (approximately $106,000) and deposits to required escrows (approximately $248,000).

For the three months ended May 31, 2005, the consolidated statement of operations of the Partnership reflects net income of $118,513, inclusive of depreciation and amortization expense of $415,814.Costs associated with improvements of approximately $293,000 were included in buildings and improvements for the three months ended March 31, 2005.  Operating expenses decreased for the three months ended March 31, 2005 as compared to the three months ended March 31, 2004 as a result of the timing of planned repairs which were incurred during the three months ended March 31, 2004    Interest expense increased for the three months ended March 31, 2005 as a result of an increase in the low floater interest rates.  The average interest rate on the low floater bonds for the three months ended March 31, 2005 was 1.82% for the tax exempt bonds and 2.46% for the taxable bonds.  The average occupancy for the three months ended March 31, 2005 was approximately 95%.  The Operating Partnerships generated cash flow after required debt service payments and required replacement reserve deposits during the three months ended March 31, 2005 of approximately $34,000, which includes required deposits to the principal reserve under the mortgages (approximately $116,000) and deposits to required escrows (approximately $110,000).

       Critical Accounting Policies and Estimates

The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information, 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 consolidated financial statements.

The Partnership 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 Standard No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.”  See Note 3 to the consolidated financial statements regarding certain assets and liabilities of the Operating Partnerships being classified as held for sale effective October 5, 2005.

 
9

 

WILDER RICHMAN HISTORIC PROPERTIES II, L.P. AND SUBSIDIARIES


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 $66,000 on the Operating Partnerships’ results of operations.


Item 4.        Controls and Procedures

As of May 31, 2006, under the direction and participation of the Chief Executive Officer and Chief Financial Officer of the General Partner, Registrant evaluated the effectiveness of its disclosure controls and procedures and the Chief Executive Officer and Chief Financial Officer of the General Partner concluded that as of  May 31, 2006, the Registrant’s disclosure controls and procedures were not effective to ensure  that material information required to be disclosed  in the Registrant’s periodic report filings with the  SEC is recorded, processed, summarized and reported for the three months ended May 31, 2006 consistent with the definition of “disclosure controls and procedures” under the Security Exchange Act of 1934.
 
The accounting for the sale of the Operating Partnerships and the wind down, dissolution and final accounting of Registrant’s operations took longer than anticipated. In addition, there was significant turnover within the accounting department of the General Partner of Registrant which also contributed to the delay.
 
Once the accounting noted above was completed, the Chief Executive Officer and Chief Financial Officer of Registrant believe that the material information required to be disclosed in Registrant’s periodic report filings with SEC is effectively recorded, processed, summarized and reported, albeit not in a timely manner. Registrant is in its final stage of closing out its affairs and has filed a Form 15 with SEC.
 
 
10

 

WILDER RICHMAN HISTORIC PROPERTIES II, L.P. AND SUBSIDIARIES


Part II - Other Information


Item 1.
Legal Proceedings
 
  Registrant is not aware of any material legal proceedings.

Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
 
  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
 
  Exhibit 10.1 Agreement of Purchase and Sale dated as of April 3, 2006 between the Operating Partnerships and RMPC Dixon LLC *
  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
 
          * Incorporated by Reference to Form 8-K dated June 23, 2006 and Form 8-K dated November 8, 2006.
 
 
11

 

Wilder Richman Historic Properties II, L.P.
Form 10-Q
May 31, 2006



Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


 
WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
     
 
By:
Wilder Richman Historic Corporation
 
 
General Partner
     
     
Dated:  September 13, 2011
/s/ Richard Paul Richman
 
Richard Paul Richman
 
Chief Executive Officer
     
     
Dated:  September 13, 2011
/s/ James Hussey
 
James Hussey
 
Chief Financial Officer
 
12