WILDER RICHMAN HISTORIC PROPERTIES II LP - FORM 10-Q

Attached files

file	filename
EX-32.1 - SECTION 1350 CERTIFICATION OF CHIEF EXECUTIVE OFFICER - WILDER RICHMAN HISTORIC PROPERTIES II LP	wrhpex32-120060831.htm
EX-31.1 - RULE 13A-14(A)/15D-14(A) CERTIFICATION OF CHIEF EXECUTIVE OFFICER - WILDER RICHMAN HISTORIC PROPERTIES II LP	wrhpex31-120060831.htm
EX-32.2 - SECTION 1350 CERTIFICATION OF CHIEF FINANCIAL OFFICER - WILDER RICHMAN HISTORIC PROPERTIES II LP	wrhpex32-220060831.htm
EX-31.2 - RULE 13A-14(A)/15D-14(A) CERTIFICATION OF CHIEF FINANCIAL OFFICER - WILDER RICHMAN HISTORIC PROPERTIES II LP	wrhpex31-220060831.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 August 31, 2006

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 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 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 August 31, 2006 (Unaudited) and February 28, 2006	3

	Consolidated Statements of Operations for the three and nine month periods ended August 31, 2006 and 2005 (Unaudited)	4

	Consolidated Statements of Cash Flows for the nine months ended August 31, 2006 and 2005 (Unaudited)	6

	Notes to Financial Statements as of August 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

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

CONSOLIDATED BALANCE SHEETS

(Unaudited)

		August 31, 2006		February 28, 2006
ASSETS

Cash and cash equivalents	$	4,085,012	$	4,184,690

Mortgage escrows and other deposits		802,466		1,181,280

Assets held for sale		40,567,865		39,371,221

Other assets		69,564		57,270

	$	45,524,907	$	44,794,461


LIABILITIES AND PARTNERS’ EQUITY

Liabilities

Accounts payable and accrued expenses		196,249		385,789
Accrued interest payable		45,275		40,775
State of New Jersey filing fee				25,600
Liabilities held for sale		27,178,813		27,178,813
Due to related parties		2,147,921		2,075,307

		29,568,238		29,706,284

MINORITY INTEREST		14,611,103		14,601,428

PARTNERS’ EQUITY		1,345,546		486,749

	$	45,524,907	$	44,794,461

See notes to consolidated financial statements.

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

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended August 31, 2006			Six Months Ended August 31, 2006			Three Months Ended August 31, 2005			Six Months Ended August 31, 2005
							(Restated)			(Restated)
REVENUE

Interest	$	47,499		$	87,389		$	33,321		$	58,645

EXPENSES
Administrative		45,803			77,303			765			20,710
Investor service fees - affiliate		5,659			11,317			7,675			12,050
State of New Jersey Filing Fees		6,520			13,038			6,000			34,500

		57,982			101,658			14,440			67,260

INCOME (LOSS) FROM CONTINUING OPERATIONS		(10,483	)		(14,269	)		18,881			( 8,615	)

DISCONTINUED OPERATIONS

REVENUE

Rent		1,795,923			3,567,799			1,759,550			3,524,073

EXPENSES
Administrative		546,723			716,754			192,203			344,593
Operating		420,234			1,204,350			705,421			1,451,990
Management fee – affiliate		68,492			143,063			91,853			176,096
Investor service fees - affiliate		11,250			22,500			17,403			34,818
Financial		306,254			583,541			256,782			457,144
Depreciation and amortization		7,425			14,850			415,814			831,628
		1,360,378			2,685,058			1,679,476			3,296,269

Income from discontinued operations before minority interest		435,545			882,741			80,074			227,804

Minority interest income of operating partnerships		(4,819	)		(9,674	)		(1,124	)		(2,845	)

INCOME FROM DISCONTINUED OPERATIONS		430,726			873,067			78,950			224,959

NET INCOME	$	420,243		$	858,798		$	97,831		$	216,344

-- continued --

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

CONSOLIDATED STATEMENTS OF OPERATIONS - CONTINUED

(Unaudited)

	Three Months Ended August 31, 2006			Six Months Ended August 31, 2006			Three Months Ended August 31, 2005		Six Months Ended August 31, 2005
							(Restated)		(Restated)
NET INCOME
ALLOCATED TO

Limited partners	$	416,041		$	850,210		$	96,853	$	214,181
General partner		4,202			8,588			978		2,163

	$	420,243		$	858,798		$	97,831	$	216,344


NET INCOME ALLOCATED PER UNIT OF LIMITED PARTNERSHIP INTEREST (800 UNITS OF LIMITED PARTNERSHIP INTEREST)	$	520.04		$	1,062.75		$	121.07	$	267.73


NET INCOME (LOSS) FROM CONTINUING OPERATIONS ALLOCATED PER UNIT OF LIMITED PARTNERSHIP INTEREST	$	(12.97	)	$	(17.66	)	$	23.37	$	( 10.66	)

See notes to consolidated financial statements.

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

CONSOLIDATED STATEMENTS OF CASH FLOWS

SIX MONTHS ENDED AUGUST 31, 2006 AND 2005

(Unaudited)

		2006 -			2005 -
				(Restated)
CASH FLOWS FROM OPERATING ACTIVITIES

Net income	$	858,798		$	216,344
Adjustments to reconcile net earnings to net cash used in operating activities
Depreciation and amortization		14,850			831,628
Minority interest in income of operating partnerships		9,674			2,845
Decrease in tenant security deposits
Increase in other assets		(12,481	)		(139,728	)
Decrease in accounts payable and accrued expenses		(189,541	)		(142,673	)
Increase in accrued interest payable		4,500
Decrease in State of New Jersey filing fee		(25,600	)		(56,100	)
Increase in due to related parties		72,615			68,489

Net cash provided by operating activities		732,815			780,805

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of fixed assets		(432,881	)		(798,106	)
Increase in mortgage escrows and other deposits		(399,612	)		(484,413	)

Net cash used in investing activities		(832,493	)		(1,282,519	)

CASH FLOWS FROM FINANCING ACTIVITIES

Distribution to limited partners		-			(680,000	)

Net cash used in financing activities		-			(680,000	)


Net decrease in cash and cash equivalents		(99,678	)		(1,181,714	)

Cash and cash equivalents at beginning of period		4,184,690			5,909,227

Cash and cash equivalents at end of period	$	4,085,012		$	4,727,513

SUPPLEMENTAL INFORMATION

Financial expenses paid	$	540,243		$	434,231

CASH FLOWS FROM DISCONTINUED OPERATIONS

Net cash provided by operating activities	$	807,669		$	878,723

Net cash used in investing activities	$	(832,493	)	$	(1,282,519	)

See notes to consolidated financial statements.

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2006

(Unaudited)

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 six months ended August 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.

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 the 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 August 31, 2006:

ASSETS

Land, building and improvements, net of accumulated depreciation	$	37,638,310
Tenant security deposits		744,000
Mortgage escrows		1,390,503
Deferred costs, net of accumulated amortization		795,052

	$	40,567,865

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.

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 August 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 and six month periods ended August 31, 2006 and 2005 with respect to the Partnership and for the three and six month periods ended June 30, 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 from operations (before costs incurred in connection with building improvements) of approximately $407,000 for the six months ended June 30, 2006 (see Results Operations, below), offset by approximately $433,000 of capital improvements. As a result, the Operating Partnerships’ cash and cash equivalents as of June 30, 2006 have decreased by approximately $24,000 compared to December 31, 2006. Accounts payable and accrued expenses have decreased approximately $234,000. The replacement reserve account, which is controlled by the lender for the purpose of funding planned capital improvements and needed repairs, totaled $578,000 as of June 30, 2006. The principle reserve, which is controlled by the lender for purposes of amortizing the debt, totaled approximately $302,000 as of June 30, 2006. Each of the foregoing reserves and escrows are reflected in the accompanying consolidated balance sheet as of August 31, 2006 under the caption assets held for sale.

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

WILDER RICHMAN HISTORIC PROPERTIES II, L.P.

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

Results of Operations

For the six months ended August 31, 2006, the consolidated statement of operations of the Partnership reflects net income of $858,798, inclusive of amortization expense of $14,850. Since the Operating Partnership assets are classified as held for sale, depreciation of the assets was not recorded in the current period. The loss from continuing operations increased by approximately $6,000 for the six months ended August 31, 2006 as compared to the six months ended August 31, 2005 primarily as a result of (i) an increase in interest revenue of approximately $29,000 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 $57,000 resulting primarily from a increase in 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 $21,000. Income from discontinued operations increased by approximately $648,000 for the six months ended June 30, 2006 as compared to the six months ended June 30, 2005 as a result of i) no depreciation being recorded for the six months ended June 30, 2006 as a result of the Property being classified as held for sale, offset by (ii) an increase in financial expense. The average interest rate on the low floater bonds for the six months ended June 30, 2006 was 3.33% for the tax exempt bonds. The taxable bonds were paid off in November 2005. Average occupancy for the six months ended June 30, 2006 was approximately 96%. The Operating Partnerships generated a cash surplus after required debt service payments and required replacement reserve deposits during the six months ended June 30, 2006 of approximately $212,000 which includes required deposits to the principal reserve under the mortgages (approximately $211,000), deposits to required escrows (approximately $497,000) deposits to a voluntary replacement reserve account held by the Operating Partnerships (approximately $177,000) and planned capital improvements (approximately $433,000).

For the six months ended August 31, 2005, the consolidated statement of operations of the Partnership reflects net income of $216,344, inclusive of depreciation and amortization expense of $831,628. Operating expenses decreased for the six months ended June 30, 2005 as compared to the six months ended June 30, 2004 as a result of the timing of planned repairs which were incurred during the six months ended June 30, 2004. Interest expense for the six months ended June 30, 2005 increased compared to the six months ended June 30, 2004. The average interest rate on the low floater bonds for the six months ended June 30, 2005 was 2.19% for the tax exempt bonds and 2.71% for the taxable bonds. Despite the continued favorable interest rates in 2005, the Operating Partnerships’ net cash flow declined as a result of the costs incurred in connection with the planned capital expenditures. The average occupancy for the six months ended June 30, 2005 was approximately 95%. The Operating Partnerships generated a cash deficit after required debt service payments and required replacement reserve deposits during the six months ended June 30, 2005 of approximately $116,000 which includes required deposits to the principal reserve under the mortgages (approximately $235,000), deposits to required escrows (approximately $57,000), deposits to a voluntary replacement reserve account held by the Operating Partnerships (approximately $182,000) and planned capital improvements (approximately $798,000)

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 (“SFAS”) 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.

WILDER RICHMAN HISTORIC PROPERTIES II, L.P.

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 August 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 August 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 August 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.

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.

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 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

Wilder Richman Historic Properties II, L.P.

Form 10-Q

August 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 it behalf by the undersigned thereunto duly authorized.

WILDER RICHMAN HISTORIC PROPERTIES II, L.P.

	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

WILDER RICHMAN HISTORIC PROPERTIES II LP - FORM 10-Q - September 13, 2011

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WILDER RICHMAN HISTORIC PROPERTIES II LP Reports