SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
Annual Report Under Section 13 or 15(d) of
The Securities Exchange Act of 1934
For the Fiscal Year Ended Commission File
December 31, 2008 Number 0-16856
BIGGEST LITTLE INVESTMENTS L.P.
-------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 13-3368726
- --------------------------------- -------------------
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
3650 S. VIRGINIA ST., UNIT K2, RENO, NEVADA 89502
- ------------------------------------------- ----------------
(Address of Principal Executive Offices) (Zip Code)
775-825-3355
----------------
(Issuer's Telephone Number, Including Area Code)
Securities registered under Section 12(b) of the Exchange Act:
NONE
Securities registered under Section 12(g) of the Exchange Act:
UNITS OF LIMITED PARTNERSHIP INTEREST
Indicate by check mark whether the Registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act during the
past 12 months, and (2) has been subject to such filing requirements for the
past 90 days.
YES X NO
----- -----
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-B is not contained in this form, and will not be
contained, to the best of Partnership's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K [X].
Indicate by check mark whether the registrant is 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 Yes [ ] No [ ]
Accelerated filer Yes [ ] No [ ]
Non-accelerated filer (Do not check if a smaller reporting company) Yes [ ] No
[ ]
Smaller reporting company Yes [X] No [ ]
There is no public market for the Limited Partnership Units. Accordingly,
information with respect to the aggregate market value of Limited Partnership
Units held by non-affiliates of Partnership has not been supplied.
DOCUMENTS INCORPORATED BY REFERENCE
-----------------------------------
None
Certain matters discussed herein are forward-looking statements. We have
based these forward-looking statements on our current expectations and
projections about future events. Certain, but not necessarily all, of such
forward-looking statements can be identified by the use of forward-looking
terminology, such as "believes," "expects," "may," "will," "should,"
"estimates," or "anticipates," or the negative thereof or other variations
thereof or comparable terminology. All forward-looking statements involve
known and unknown risks, uncertainties and other factors which may cause our
actual transactions, results, performance or achievements to be materially
different from any future transactions, results, performance or achievements
expressed or implied by such forward-looking statements. Although we believe
the expectations reflected in such forward-looking statements are based upon
reasonable assumptions, we can give no assurance that our expectations will be
attained or that any deviations will not be material. We disclaim any
obligations or undertaking to publicly release any updates or revisions to any
forward-looking statement contained in this annual report on Form 10-K to
reflect any change in our expectations with regard thereto or any change in
events, conditions or circumstances on which any such statement is based.
PART I
ITEM 1. BUSINESS
General
Biggest Little Investments, L.P. (the "Partnership"), formerly Resources
Accrued Mortgage Investors 2, L.P., Resources Accrued Mortgage Investors L.P.
Series 87 and Resources Accrued Mortgage Investors L.P. Series 88, was
organized as a Delaware limited partnership on August 14, 1986. Until January
1, 2002, the general partners of the Partnership were RAM Funding, Inc. ("RAM
Funding") and Presidio AGP Corp. ("Presidio AGP"). Effective January 1, 2002,
the managing general partner interest and the associate general partner
interest were acquired by Maxum LLC, a Nevada limited liability company (the
"General Partner"). See "Change in Control" below. On October 8, 2003, the
Partnership received consents from the holders of a majority of its
outstanding units of limited partnership interest ("Units") to adopt the
Partnership's Second Amended and Restated Agreement of Limited Partnership
(the "Amended LP Agreement"). Pursuant to the Amended LP Agreement, the
Partnership was renamed "Biggest Little Investments, L.P." In addition, the
Amended LP Agreement provides the Partnership with the ability to leverage its
property in an effort to increase the value of the Partnership, to purchase
additional real estate for investment and/or development and to make or
acquire additional mortgage loans or short-term loans, as well as to reinvest
operating income and proceeds from the sale or refinancing of its properties
or the disposition of its mortgage loans. Finally, the Amended LP Agreement
permits the Partnership to repurchase Units from the limited partners.
Change in Control
As of January 1, 2002, the General Partner acquired both the managing
general partner interest and the associate general partner interest in the
Partnership from RAM Funding and Presidio AGP, respectively, pursuant to the
General and Limited Partner Interest Assignment Agreement (the "Assignment
Agreement"), dated as of October 10, 2001, between the General Partner,
Western Real Estate Investments, LLC, an affiliate of the General Partner
("Western"), RAM Funding and Presidio AGP as well as Presidio Capital
Investment Company LLC, Presidio Partnership II Corp. and Bighorn Associates
LLC, each of which is affiliated with RAM Funding and Presidio AGP Corp. and
was a limited partner of the Partnership prior to January 1, 2002 (the "Former
LPs"). Also pursuant to the Assignment Agreement, as of January 1, 2002,
Western purchased all of the Units owned by the Former LPs.
As a result of the transactions described above, the General Partner owns
100% of the general partner interests in the Partnership. Western no longer
beneficially owns any of the outstanding Units on the date hereof (see ?Recent
Events? under Item 6 below). In addition, as of January 1, 2002, the General
Partner was appointed as the managing agent at the Sierra Property (as
-2-
hereinafter defined), replacing an affiliate of RAM Funding, Presidio AGP and
the Former LPs.
The principal executive offices of the Partnership are located at 3650 S.
Virginia Street, Unit K2, Reno, Nevada 89502, and the Partnership's telephone
number is (775) 825-3355.
Management / Employees
The Partnership has three employees; two of them work full time, one
works part time. The business of the Partnership is managed by the General
Partner and its affiliates and agents.
Investments of the Partnership
The Partnership had an investment in a mortgage loan (the "Sierra Loan")
issued in 1989 in the amount of $6,500,000 to a public limited partnership.
On March 3, 2003, the Partnership acquired the deed to the property securing
the Sierra Loan, a shopping center commonly known as the Sierra Marketplace
located in Reno, Nevada (the "Sierra Property"), in lieu of foreclosing on the
Sierra Loan. The Sierra Property consists of approximately 213,000 square
feet of net rentable area and occupies 18.67 acres, consisting primarily of
two main buildings with spaces for two anchor tenants, with surface parking
for approximately 1,100 automobiles. See "Item 2. Description of Property" for
a description of the Sierra Property and its tenants.
Competition
The real estate business is highly competitive and the Sierra Property has
active competition for tenants from similar properties in the vicinity. See
"Item 6. Management's Discussion and Analysis or Plan of Operation."
Tender Offers
On January 30, 2009, Mr. Ben Farahi, the Manager of the General Partner
but acting in his individual capacity, commenced a tender offer (the "Offer")
to purchase up to 25,000 Units at a price of $110 per Unit. The Offer was
scheduled to expire on March 20, 2009, but was extended and is currently
scheduled to expire on April 9, 2009, unless further extended.
On December 17, 2007, Mr. Ben Farahi, in his individual capacity,
commenced a tender offer (the "Previous Offer") to purchase up to 20,000 Units
at a price of $165 per Unit. The Previous Offer was originally scheduled to
expire on January 30, 2008. The maximum number of Units to be purchased was
increased to 25,000 and the Previous Offer was extended until February 28,
2008, and expired on such date. The Previous Offer resulted in the tender by
limited partners, and purchase by Mr. Farahi, of 8,268 Units. Mr. Farahi
currently beneficially owns 61,586 Units, constituting approximately 34.0% of
the outstanding Units.
As of March 10, 2009, the Partnership had 180,937 Units outstanding.
ITEM 2. PROPERTY
The Partnership's sole property is the Sierra Property, located at South
Virginia Street and East Moana Lane, one of the busiest intersections in Reno,
Nevada. The Partnership owns the Sierra Property in fee simple and the Sierra
Property is not subject to any mortgages, liens or other encumbrances. The
General Partner believes that the Sierra Property is adequately covered by
insurance.
-3-
Tenants of the Sierra Property
In March 2007, the space previously occupied by an anchor tenant was
vandalized resulting in damage in excess of $89,000. The Partnership filed an
insurance claim on the loss and, in August 2007, received $47,594 in
settlement proceeds from the insurance company. The Partnership took an
impairment of $83,890 during the third quarter of 2007.
The Partnership has increased its security measures at the Sierra
Property.
Renovation
In 2004, the Partnership began renovation efforts in an attempt to
maximize the financial viability of the Sierra Property by demolishing and
rebuilding part of the Sierra Property (the "Renovation"). As part of the
Renovation, a portion of the shopping center was demolished for the purpose of
creating a new driveway (and traffic signal) directly between the Sierra
Property and the property adjacent to the Sierra Property (the ?Adjacent
Property?). The driveway was constructed and put into use on September 30,
2004, and is being shared by, and provides a connection between, the Sierra
Property and the Adjacent Property. In January 2004, the Adjacent Property
entered into a lease with the Partnership for a 37,368 square foot section of
the Sierra Property (including the new driveway). The Adjacent Property pays
rent and has a minimum lease term of 15 years at a monthly rent of $25,000,
subject to increase every 60 months based on the Consumer Price Index. The
Adjacent Property also uses part of the common area of the Sierra Property and
pays its proportionate share of the common area expense of the Sierra
Property. The Adjacent Property has the option to renew the lease for three
five-year terms, and at the end of the extension periods, has the option to
purchase the leased section of the Sierra Property at a price to be determined
based on an MAI Appraisal. The space being leased by the Adjacent Property
provides pedestrian and vehicle access to the Adjacent Property, and the
Adjacent Property has use of a portion of the parking spaces at the Sierra
Property. The total cost of the project was $2.0 million and the Adjacent
Property was responsible for two-thirds of the total cost, or $1.35 million.
As part of the driveway lease, Monarch Casino & Resort, Inc. (?Monarch?),
the owner of the Adjacent Property, has reserved the gaming rights associated
with the Sierra Property for the initial five-year term, or until September
30, 2009. Before the end of the initial five-year term, Monarch may purchase
an extension of the gaming restriction within the Sierra Property at a price
to be determined based on an MAI Appraisal. Monarch has indicated that it will
likely purchase such extension. The Partnership believes that such extension
has substantial value and will be one of the determining factors in how the
Sierra Property will be redeveloped.
As of March 10, 2009, approximately 27.7% of the Sierra Property's
rentable square footage was occupied. The average effective monthly rent is
$1.00 per occupied square foot. This does not include the driveway leased to
the Adjacent Property.
-4-
Lease Expirations
The following table details the number of tenants, as of March 10, 2009,
whose leases will expire over the next ten years and related information:
Total Sq. Ft. Annual Rent of % of Gross Annual
Number of Leases of Expiring Expiring Leases Rent of Expiring
Year Expiring Leases at Current Rates Leases
- ---- ---------------- ------------- ---------------- -----------------
2009 6 10,105 175,292 17.3%
2010 2 6,376 95,552 9.5%
2011 1 1,250 30,000 3.0%
2012 1 7,224 59,598 5.9%
2013 through
2018 2 4,098 81,891 8.1%
In addition, there are seven spaces totaling approximately 17,697 square
feet and representing approximately $15,178 in monthly rent that are currently
being leased on a month-to-month basis.
In addition to its driveway lease, the Adjacent Property is currently
leasing 16,525 square feet of office and storage space on a month-to-month
basis and pays approximately $11,600 per month plus common area maintenance
charges.
Depreciation
Set forth below is a table showing the carrying value, accumulated
depreciation and federal tax basis (in thousands) of the Sierra Property as of
December 31, 2008:
Carrying Accumulated Federal Tax
Value Depreciation Rate Method Basis
- ----------- ------------ -------- ------------- -----------
$ 15,268 $2,689 5-30 yrs Straight Line $ 13,997
Realty Taxes
The realty tax rate for the Sierra Property for July 1, 2008 through June
30, 2009, is approximately 3.6463% of assessed value and the real estate taxes
to be paid are $267,986.
Real Estate Investment Policies of the Partnership
It is the Partnership's policy to acquire assets both for possible
capital gain and for income. There are no limitations on the percentage of the
Partnership's assets which may be invested in any one investment.
Investments in Real Estate or Interests in Real Estate
The Partnership may invest in properties including commercial or multi-
family, real, personal or mixed, choses in action, or any interest therein,
including any non-income producing properties, throughout the United States.
The Partnership may finance its purchase of real estate, including from
affiliates, provided that the maximum amount of permanent indebtedness secured
by the Partnership's fixed assets may not exceed, with respect to any such
fixed asset, 80% of the appraised value of that asset. The Partnership may
lease, own, mortgage, encumber, improve or cause to be improved, use, lend,
operate, service, maintain, develop, convey and otherwise dispose of and sell,
handle, subdivide, plat, trade and deal in any property it acquires.
-5-
Investments in Real Estate Mortgages
The Partnership may invest in, hold, sell, dispose of and otherwise act
with respect to first and junior mortgage loans on fee or leasehold interests
in real property or other beneficial interests essentially equivalent to a
mortgage on real property, as well as loans secured by interests in
partnerships, real estate investment trusts, joint ventures or other entities.
The Partnership may not, however, invest in or make mortgage loans on any one
property if the aggregate amount of all mortgage loans outstanding on the
property including the principal amount of the Partnership's mortgage loan,
would exceed an amount equal to 80% of the appraised value of the property at
the time the loan is made unless substantial justification exists because of
the presence of other underwriting criteria, subject to certain exceptions.
Securities of or Interests in Persons Primarily Engaged in Real Estate
Activities
The Partnership may invest in entities primarily engaged in real estate
activities, provided that the Partnership acquires a controlling interest in
such entity (or joint venture), or the Partnership has reserved for itself the
right to control the entity (or joint venture) through its right to withhold
approval of decisions having a material effect on the property held.
Investments by the Partnership in junior trust deeds and other similar
obligations are prohibited, except for junior trust deeds which arise from the
sale of the Partnership's fixed assets.
ITEM 3. LEGAL PROCEEDINGS
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
There is no established public trading market for the Units of the
Partnership. As of March 10, 2009, there were approximately 1,111 holders of
Units owning an aggregate of 180,937 Units (including Units held by affiliates
of the General Partner).
ITEM 6. SELECTED FINANCIAL DATA
Not applicable.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION
The matters discussed in this Form 10-K contain certain forward-looking
statements and involve risks and uncertainties. The Partnership could be
further affected by declining economic conditions as a result of various
factors that affect the real estate business including the financial condition
of tenants, competition, the ability to lease vacant space within the Sierra
Property or renew existing leases, increased operating costs (including
insurance costs), and the costs associated with, and results of, the
Partnership's plan to renovate and reposition the Sierra Property, as detailed
in the filings with the Securities and Exchange Commission made by the
Partnership from time to time. The discussion of the Partnership's liquidity,
capital resources and results of operations, including forward-looking
statements pertaining to such matters, is based on management's current
-6-
expectations and does not take into account the effects of any changes to the
Partnership's operations resulting from risks and uncertainties. Accordingly,
actual results could differ materially from those projected in the forward-
looking statements.
This item should be read in conjunction with the financial statements and
other items contained elsewhere in this report.
Recent Events
On January 30, 2009, Mr. Ben Farahi, the Manager of the General Partner
but acting in his individual capacity, commenced a tender offer (the "Offer")
to purchase up to 25,000 Units at a price of $110 per Unit. The Offer was
scheduled to expire on March 20, 2009, but was extended and is currently
scheduled to expire on April 9, 2009, unless further extended.
Effective April 1, 2009, Mr. Ben Farahi, in his individual capacity,
purchased an aggregate of 2,083 Units from limited partners in a series of
open market transactions.
Effective January 1, 2009, Mr. Ben Farahi, in his individual capacity,
purchased an aggregate of 208 Units from limited partners in a series of open
market transactions.
Effective October 1, 2008, Mr. Ben Farahi, in his individual capacity,
purchased an aggregate of 1,130 Units from limited partners in a series of
open market transactions.
On September 23, 2008, articles of dissolution were filed with the
Secretary of State of the State of Nevada with respect to Western Real Estate
Investments, LLC, an affiliate of the General Partner ("Western") and such
dissolution was effective as of September 30, 2008. All three members of
Western, John Farahi, Bob Farahi and Ben Farahi consented to the dissolution
and all signed the dissolution documents. As a result of the dissolution,
Western?s 4,596 Units were equally distributed to John Farahi, Bob Farahi and
Ben Farahi based on each member?s one-third ownership of Western. Each member
received 1,532 Units from the transfer, which was made effective October 1,
2008.
Effective July 1, 2008, Mr. Farahi, in his individual capacity, purchased
100 Units from a limited partner in an open market transaction.
On December 17, 2007, Mr. Ben Farahi, in his individual capacity,
commenced a tender offer (the "Previous Offer") to purchase up to 20,000 Units
at a price of $165 per Unit. The Previous Offer was originally scheduled to
expire on January 30, 2008. The maximum number of Units to be purchased was
increased to 25,000 and the Previous Offer was extended until February 28,
2008, and expired on such date. The Previous Offer resulted in the tender by
limited partners, and purchase by Mr. Farahi, of 8,268 Units.
On December 15, 2007, the Partnership engaged Commercial Partners of
Nevada, LLC (?Commercial Partners?) as listing agent in an attempt to locate
and sign tenants for the Sierra Property. Commercial Partners is to receive a
commission for any new tenant signing that is based on total net rent
commitment.
Beginning in April 2007, affiliates of the General Partner began leasing
office space at the Sierra Property and pay monthly rent of $2,408. The
General Partner uses a portion of this office space and participates in such
rent payments.
In March 2007, a vacant space at the Sierra Property was vandalized
resulting in damage in excess of $89,000. The Partnership filed an insurance
claim on the loss and, in August 2007, received $47,594 in settlement proceeds
from the insurance company. The Partnership took an impairment of $83,890
during the third quarter of 2007
-7-
The Partnership has increased its security measures at the Sierra Property.
Real Estate Market
The Partnership's sole fixed asset as of December 31, 2008 was the Sierra
Property, which currently has a vacancy rate of approximately 72% based on
leasable square footage. There has been substantial development of retail
space in the Reno area over the past few years especially in close vicinity to
the Sierra Property, which has created substantial competition for the Sierra
Property. Also, in the past few years, the Sierra Property has lost all of its
original anchor tenants and has not been able to locate new anchor tenants
with similar lease terms; two of the spaces are currently vacant. The third
anchor tenant space was demolished for the purpose of creating in its place a
new driveway (and traffic signal) directly between the Sierra Property and the
Adjacent Property, and the portion of the Sierra Property that was demolished
has been leased to the owner of the Adjacent Property since September 30,
2004, enabling the Partnership to make up much of the lost rental revenue
previously generated by the space.
There can be no assurances that the Partnership's plan to improve the
Sierra Property's occupancy will be successful. It is the General Partner?s
intention to try to maximize the long term value of the Sierra Property, even
if it means sacrificing some short term income. We continue to market the
Sierra Property to potential tenants.
Liquidity and Capital Resources
The Partnership's level of liquidity based on cash and cash equivalents
increased by $693,990 to $9,433,792 during the year ended December 31, 2008 as
compared to December 31, 2007. The increase was due entirely to cash provided
by operating activities and interest earned. Cash and cash equivalents are
invested in short-term instruments and are expected to be sufficient to pay
administrative expenses. See "Item 8. Financial Statements - Note 2."
Results of Operations
Comparison of operating results for the year ended December 31, 2008 as
compared to December 31, 2007.
Net income decreased by $561,833 to $234,245 for the year ended December
31, 2008 as compared to 2007. Revenues decreased by $540,308 to $1,554,098 for
the year ended December 31, 2008 as compared to the same period in 2007. The
decrease in net income is due to the decrease in revenues as well as a $21,525
increase in costs and expenses. The decrease in revenues was primarily due to
a decrease in rental income as a result of lower occupancy and rental rates at
the Sierra property during 2008 compared to 2007. In addition, the Partnership
received less interest income during 2008 as compared to 2007 due to lower
prevailing interest rates despite the Partnership?s higher cash balances
during the period.
The increase in costs and expenses in 2008 as compared to 2007 was due to
higher operating and depreciation costs, which were partially offset by
decreases in general and administrative expenses and management fees.
Operating costs increased by $34,375 primarily due to higher property taxes
and insurance costs, as well as increased utilities costs and property
maintenance expenses. Depreciation expense was higher in 2008 by $22,179 as a
result of an entry made during 2007 to correct an overstatement in
depreciation. General and administrative expenses decreased by $8,451 mainly
due to lower legal and accounting expenses in 2008 as compared to 2007,
partially offset by increased payroll expenses. Management fees decreased by
$26,578 due to the decrease in rental and interest revenues.
-8-
Critical Accounting Policies
The Partnership's only significant critical accounting policy relates to
the evaluation of the fair value of real estate. The Partnership evaluates the
need for an impairment loss on its real estate assets when indicators of
impairment are present and the undiscounted cash flows are not sufficient to
recover the asset's carrying amount. The impairment loss is measured by
comparing the fair value of the asset to its carrying amount. The evaluation
of the fair value of real estate is an estimate that is susceptible to change
and actual results could differ from those estimates. The sufficiency of
existing liquid assets to meet future liquidity and capital expenditure
requirements is directly related to the level of capital expenditures required
at the property to adequately maintain the physical assets and the other
operating needs of the Partnership. Such assets are currently thought to be
sufficient for any near-term and long-term needs of the Partnership, except
that the Partnership may need to obtain financing for any future renovation
efforts or other capital projects. The Partnership did not incur any
impairment charges during 2008.
See ?Recently Issued Accounting Standards? in Note 2. for a description
of recent accounting standards and their effects on the Partnership?s
financial statements.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Partnership is not subject to market risk as its cash and cash
equivalents are invested in short-term money market mutual funds and
certificates of deposit. The Partnership has no loans outstanding.
-9-
ITEM 8. FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Partners of Biggest Little Investments, L.P.
We have audited the accompanying balance sheets of Biggest Little Investments,
L.P. as of December 31, 2008 and 2007, and the related statements of
operation, partners? equity, and cash flows for the years then ended. Biggest
Little Investments, L.P.?s management is responsible for these financial
statements. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audit included consideration of internal
control over financial reporting as a basis for designing audit procedures
that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the company?s internal control
over financial reporting. Accordingly, we express no such opinion. An audit
also includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Biggest Little Investments,
L.P. as of December 31, 2008 and 2007, and the results of its operations and
its cash flows for the years then ended in conformity with accounting
principles generally accepted in the United States of America.
Mark Bailey & Company, Ltd.
Reno, Nevada
March 26, 2009
-10-
BIGGEST LITTLE INVESTMENTS L.P.
BALANCE SHEETS
December 31,
-------------------------
2008 2007
------------ ------------
ASSETS
Real estate, net............................ $ 12,578,221 $ 13,082,125
Cash and cash equivalents................... 9,433,792 8,739,802
Receivables................................. 22,161 22,613
Prepaid expense............................. 4,266 2,027
------------ ------------
Total assets............................. $ 22,038,440 $ 21,846,567
============ ============
LIABILITIES AND PARTNERS' EQUITY
Liabilities
Accounts payable, accrued expenses and
unclaimed property...................... $ 44,355 $ 73,417
Rent prepaid.............................. 1,000 4,374
Tenant deposits........................... 25,283 35,219
------------ ------------
Total liabilities........................... 70,638 113,010
------------ ------------
Commitments and Contingencies
Partners' equity
Limited partners' equity (180,937 units at
12/31/08 and 12/31/07 issued and
outstanding)............................. 21,405,769 21,177,380
General partner?s equity.................. 562,033 556,177
------------ ------------
Total partners' equity...................... 21,967,802 21,733,557
------------ ------------
Total liabilities and partners' equity... $ 22,038,440 $ 21,846,567
============ ============
The accompanying Notes to Financial Statements are an integral part of these
statements.
-11-
BIGGEST LITTLE INVESTMENTS L.P.
STATEMENTS OF OPERATIONS
Years ended December 31,
---------------------------
2008 2007
------------ ------------
Revenues
Rental income......................... $ 1,326,135 $ 1,667,905
Other income.......................... 12,210 6,386
Interest income....................... 215,753 420,115
------------ ------------
Net revenues....................... 1,554,098 2,094,406
------------ ------------
Costs and Expenses
Operating expenses.................... 574,620 540,245
General and administrative............ 155,119 163,570
Depreciation.......................... 503,904 481,725
Management fees....................... 86,210 112,788
------------ ------------
Total costs and expenses........... 1,319,853 1,298,328
------------ ------------
Net income ........................ $ 234,245 $ 796,078
============ ============
Net income attributable to:
Limited partners................... $ 228,389 $ 776,176
General partner.................... 5,856 19,902
------------ ------------
$ 234,245 $ 796,078
============ ============
NET INCOME PER UNIT OF LIMITED PARTNERSHIP
INTEREST $ 1.26 $ 4.29
============ ============
WEIGHTED AVERAGE UNITS OUTSTANDING 180,937 180,937
============ ============
The accompanying Notes to Financial Statements are an integral part of these
statements.
-12-
BIGGEST LITTLE INVESTMENTS L.P.
STATEMENTS OF PARTNERS' EQUITY
YEARS ENDED DECEMBER 31, 2008 AND 2007
Limited General Total
Partners' Partner?s Partners'
Equity Equity Equity
------------ ------------ -----------
Balance, December 31, 2006 $ 20,401,204 $ 536,275 $20,937,479
Net income.............. 776,176 19,902 796,078
------------ ------------ -----------
Balance, December 31, 2007 21,177,380 556,177 21,733,557
Net income.............. 228,389 5,856 234,245
------------ ------------ -----------
Balance, December 31, 2008 $ 21,405,769 $ 562,033 $21,967,802
============ ============ ===========
The accompanying Notes to Financial Statements are an integral part of these
statements.
-13-
BIGGEST LITTLE INVESTMENTS L.P.
STATEMENTS OF CASH FLOWS
Years ended December 31,
-------------------------
2008 2007
------------ -----------
Cash flows from operating activities:
Net income .................................. $ 234,245 $ 796,078
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation............................. 503,904 481,725
Loss due to vandalism.................... - 15,000
Changes in assets and liabilities:
(Increase) decrease in tenant receivables
and prepaid expense.................... (1,787) 144
Decrease in accounts payable, accrued
expenses and other liabilities......... (42,372) (26,226)
------------ -----------
Net cash provided by
operating activities..................... 693,990 1,266,721
------------ -----------
Cash flows from investing activities:
Cash received from insurance for claims
settlement............................... - 208,595
---------- -----------
Cash provided by investing activities...... - 208,595
---------- -----------
Net increase in cash........................... 693,990 1,475,316
Cash and cash equivalents, beginning of year... 8,739,802 7,264,486
------------ -----------
Cash and cash equivalents, end of year......... $ 9,433,792 $ 8,739,802
============ ===========
The accompanying Notes to Financial Statements are an integral part of these
statements.
-14-
BIGGEST LITTLE INVESTMENTS L.P.
NOTES TO FINANCIAL STATEMENTS
NOTE 1. ORGANIZATION AND PLAN OF OPERATION
Biggest Little Investments L.P. (the "Partnership"), formerly Resources
Accrued Mortgage Investors 2, L.P., Resources Accrued Mortgage Investors L.P.
Series 87 and Resources Accrued Mortgage Investors L.P. Series 88, a Delaware
limited partnership, was formed in August 1986 under the Delaware Revised
Uniform Limited Partnership Law for the purpose of investing primarily in
senior and junior accrued interest mortgage loans on properties owned or
acquired principally by publicly or privately syndicated limited partnerships
sponsored by affiliates of Integrated Resources, Inc. ("Integrated"). During
1994, Integrated's indirect ownership of the managing general partner was
purchased by Presidio Capital Corp. ("Presidio"). Through December 31, 2001,
the managing general partner of the Partnership was RAM Funding, Inc. and the
associate general partner was Presidio AGP Corp., which are wholly-owned
subsidiaries of Presidio. Effective January 1, 2002, pursuant to the General
and Limited Partner Interest Assignment Agreement (the "Assignment
Agreement"), the managing general partner and associate general partner
interests in the Partnership were acquired by Maxum LLC ("Maxum" or the
"General Partner").
In accordance with the Partnership's Agreement of Limited Partnership
(the "Partnership Agreement"), net income and loss, adjusted cash from
operations and disposition proceeds are allocated 97.5% to the limited
partners and 2.5% to the general partner.
On October 8, 2003, the Partnership received consents from the holders of
a majority of its outstanding units of limited partnership interest ("Units")
to adopt the Partnership's Second Amended and Restated Agreement of Limited
Partnership (the "Amended LP Agreement"). Pursuant to the Amended LP
Agreement, the Partnership was renamed "Biggest Little Investments L.P." In
addition, the Amended LP Agreement provides the Partnership with the ability
to leverage its property in an effort to increase the value of the
Partnership, to purchase additional real estate for investment and/or
development and to make or acquire additional mortgage loans or short-term
loans, as well as to reinvest operating income and proceeds from the sale or
refinancing of its properties or the disposition of its mortgage loans.
Finally, the Amended LP Agreement permits the Partnership to repurchase Units
from the limited partners.
The Partnership had an investment in a mortgage loan (the ?Sierra Loan?)
issued in 1989 in the amount of $6,500,000 to a public limited partnership. In
March 2003, the Partnership acquired the deed to the property securing the
Sierra Loan, a shopping center commonly known as the Sierra Marketplace
located in Reno, Nevada (the ?Sierra Property?), in lieu of foreclosing on the
Sierra Loan. The Sierra Property consists of approximately 213,000 square feet
of net rentable area and occupies 18.67 acres, consisting primarily of two
main buildings with spaces for two anchor tenants, with surface parking for
approximately 1,100 automobiles. The Sierra Property is approximately 72%
vacant.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Property and Provision for Impairment
Property is stated at cost, less accumulated depreciation. Since
acquisition, property has been depreciated principally on a straight-line
basis over the estimated service lives as follows:
Land improvements ........... 5 years
Buildings ................... 30 years
Building improvements ....... 5-30 years
-15-
In accordance with Statement of Financial Accounting Standard (?SFAS?)
No. 144, ?Accounting for the Impairment and Disposal of Long-Lived Assets,?
the Partnership evaluates the carrying value of its long-lived assets for
impairment at least annually or whenever events or changes in circumstances
indicate that the carrying value of the assets may not be recoverable from
related future undiscounted cash flows. As of December 31, 2008, the
Partnership?s only operating asset was the Sierra Property and the Partnership
determined that none of its long-lived assets were impaired at such date.
Allowance for Doubtful Accounts
The Partnership monitors its accounts receivable balances on a monthly
basis to ensure they are collectible. On a quarterly basis, the Partnership
uses its historical experience to determine its accounts receivable reserve.
The Partnership?s allowance for doubtful accounts is an estimate based on
specifically identified accounts as well as general reserves. The Partnership
evaluates specific accounts where it has information that the customer may
have an inability to meet its financial obligations. In these cases,
management uses judgment, based upon the best available facts and
circumstances, and records a specific reserve for that customer against
amounts due to reduce the receivable to the amount that is expected to be
collected. These specific reserves are reevaluated and adjusted as additional
information is received that impacts the amount reserved. The Partnership also
establishes a general reserve based upon a range of percentages applied to
aging categories. These percentages are based on historical collection and
write-off experience. If circumstances change, the Partnership?s estimate of
the recoverability of amounts due the Partnership could be reduced or
increased by a material amount. Such a change in estimated recoverability
would be accounted for in the period in which the facts that give rise to the
change become known. The Partnership currently does not believe a reserve for
bad debt is appropriate.
Cash and Cash Equivalents
For the purpose of the statements of cash flows, the Partnership
considers all short-term investments, which have original maturities of three
months or less to be cash equivalents. Most of the Partnership's cash and cash
equivalents are held at one financial institution.
Concentration of Credit Risk
The Partnership maintains cash balances at institutions insured up to
$250,000 by the Federal Deposit Insurance Corporation. Balances in excess of
amounts required for operations are usually invested in savings and money
market accounts. Cash balances exceeded these insured levels during the year.
No losses have occurred or are expected due to this risk.
Revenue Recognition
Rental revenues are based on lease terms and recorded as income when
earned and when they can be reasonably estimated. Rent increases are generally
based on the Consumer Price Index. Leases generally require tenants to
reimburse the Partnership for certain operating expenses applicable to their
leased premises. These costs and reimbursements have been included in
operating expenses and rental income, respectively.
Fair Value of Financial Instruments
The Partnership adopted SFAS No. 157, ?Fair Value Measurements? (?SFAS
157?) as of January 1, 2008. This statement prioritizes the inputs used in
measuring fair value into the following hierarchy:
Level 1 Quoted prices (unadjusted) in active markets for identical assets
or liabilities;
Level 2 Inputs other than quoted prices included within Level 1 that are
either directly or indirectly observable;
Level 3 Unobservable inputs in which little or no market activity exists,
therefore requiring an entity to develop its own assumptions about
the assumptions that market participants would use in pricing.
-16-
The implementation of SFAS 157 did not materially affect the carrying
value of cash and cash equivalents, accounts receivable, accounts payable and
accrued expenses.
Net Income Per Unit of Limited Partnership Interest
Net income per unit of limited partnership interest (each individually a
?Unit? and, together, the ?Units?) is computed based upon the weighted average
number of Units outstanding (180,937 Units at December 31, 2008 and 2007)
during the year.
Income Taxes
No provisions have been made for federal, state and local income taxes.
Partnership earnings are allocated between the partners in accordance with
each partner?s ownership interest and are taxed individually and not at the
partnership level.
The income tax returns of the Partnership are subject to examination by
federal, state and local taxing authorities. Such examinations could result in
adjustments to Partnership income, which changes could affect the tax
liability of the individual partners.
Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amount
of assets, liabilities, revenues and expenses and related disclosure of
contingent assets and liabilities.
On an ongoing basis, the Partnership evaluates its estimates, including
those related to bad debts, contingencies, litigation and valuation of the
real estate. The Partnership bases its estimates on historical experience and
on various other assumptions that are believed to be reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying values of assets and liabilities that are not readily apparent
from other sources. Actual results may differ from these estimates under
different assumptions or conditions.
Recently Issued Accounting Standards
In March 2008, the Financial Accounting Standards Board (?FASB?) issued
SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities
? an amendment of FASB Statement No. 133 (?SFAS 161?). SFAS 161 seeks to
improve financial reporting of derivative instruments and hedging activities
by requiring enhanced disclosures regarding the impact on financial position,
financial performance, and cash flows. SFAS 161 is effective for fiscal years
and interim periods beginning after November 15, 2008. As the Partnership does
not currently, nor does it plan to engage in transactions involving derivative
instruments or hedging activities, the adoption of SFAS 161 is not expected to
have an impact on the financial statements.
In December 2007, the FASB issued SFAS No. 141 (revised 2007), ?Business
Combinations? (?FAS 141R?). FAS 141R establishes principles and requirements
for how the acquirer in a business combination recognizes and measures in its
financial statements the fair value of identifiable assets acquired, the
liabilities assumed and any noncontrolling interest in the acquiree at the
acquisition date. FAS 141R determines what information to disclose to enable
users of the financial statements to evaluate the nature and financial effects
of the business combination. FAS No. 141R is effective for fiscal years
beginning after December 15, 2008. We are currently evaluating the impact of
adopting FAS 141R on our consolidated results of operations and financial
condition and plan to adopt it as required in the first quarter of fiscal
2009, if applicable to the Partnership at such time.
-17-
In December 2007, the FASB issued SFAS 160, ?Noncontrolling Interests in
Consolidated Financial Statements? (?FAS 160?), an amendment of Accounting
Research Bulletin No. 51, ?Consolidated Financial Statements.? FAS 160
establishes accounting and reporting standards for the noncontrolling interest
in a subsidiary and for the deconsolidation of a subsidiary. Minority
interests will be recharacterized as noncontrolling interests and will be
reported as a component of equity separate from the parent?s equity, and
purchases or sales of equity interests that do not result in a change in
control will be accounted for as equity transactions. In addition, net income
attributable to the noncontrolling interest will be included in consolidated
net income on the face of the income statement and upon a loss of control, the
interest sold, as well as any interest retained, will be recorded at fair
value with any gain or loss recognized in earnings. This pronouncement is
effective for fiscal years beginning after December 15, 2008. We are currently
evaluating the impact of adopting FAS 160 on our consolidated results of
operations and financial condition and plan to adopt it as required in the
first quarter of fiscal 2009, if applicable to the Partnership at such time.
NOTE 3. CONFLICTS OF INTEREST AND TRANSACTIONS WITH RELATED PARTIES
On January 30, 2009, Mr. Ben Farahi, the Manager of the General Partner
but acting in his individual capacity, commenced a tender offer (the "Offer")
to purchase up to 25,000 Units at a price of $110 per Unit. The Offer was
scheduled to expire on March 20, 2009, but was extended and is currently
scheduled to expire on April 9, 2009, unless further extended.
Effective October 1, 2008, Mr. Ben Farahi, in his individual capacity,
purchased an aggregate of 1,130 Units from limited partners in a series of
open market transactions.
On September 23, 2008, articles of dissolution were filed with the
Secretary of State of the State of Nevada with respect to Western Real Estate
Investments, LLC, an affiliate of the General Partner (?Western?), and such
dissolution was effective as of September 30, 2008. All three members of
Western, John Farahi, Bob Farahi and Ben Farahi consented to the dissolution
and all signed the dissolution documents. As a result of the dissolution,
Western?s 4,596 Units were equally distributed to John Farahi, Bob Farahi and
Ben Farahi based on each member?s one-third ownership of Western. Each member
received 1,532 Units from the transfer, which was made effective October 1,
2008.
Effective July 1, 2008, Mr. Farahi, in his individual capacity, purchased
100 Units from a limited partner in an open market transaction.
On December 17, 2007, Mr. Ben Farahi, acting in his individual capacity,
commenced a tender offer (the "Previous Offer") to purchase up to 20,000 Units
at a price of $165 per Unit. The Previous Offer was originally scheduled to
expire on January 30, 2008. The maximum number of Units to be purchased was
increased to 25,000 and the Previous Offer was extended until February 28,
2008, and expired on such date. The Previous Offer resulted in the tender by
limited partners, and purchase by Mr. Farahi, of 8,268 Units. Mr. Farahi
currently beneficially owns 61,586 Units, constituting approximately 34.0% of
the outstanding Units.
Beginning in April 2007, affiliates of the General Partner began leasing
office space at the Sierra Property and pay monthly rent of $2,408. The
General Partner uses a portion of this office space and participates in such
rent payments.
In 2004, the Partnership began renovation efforts in an attempt to
maximize the financial viability of the Sierra Property (the "Renovation"). As
part of the Renovation, a portion of the shopping center previously occupied
by an anchor tenant was demolished for the purpose of creating in its place a
new driveway (and traffic signal) directly between the Sierra Property and a
hotel casino property located next to the Sierra Property (the "Adjacent
Property?). The Adjacent Property entered into a lease with the Partnership
-18-
for a section of the Sierra Property (including the new driveway). The
Adjacent Property has a minimum lease term of 15 years at a
monthly rent of $25,000, subject to increases every 60 months based on the
Consumer Price Index. The Adjacent Property also uses part of the common
area of the Sierra Property and pays its proportionate share of the common
area expense of the Sierra Property. The Adjacent Property has the option to
renew the lease for three five-year terms, and, at the end of the extension
periods, has the option to purchase the leased section of the Sierra Property
at a price to be determined based on an MAI Appraisal.
As part of the driveway lease, Monarch Casino & Resort, Inc. (?Monarch?),
the owner of the Adjacent Property, has reserved the gaming rights associated
with the Sierra Property for the initial five-year term, or until September
30, 2009. Before the end of the initial five-year term, Monarch may purchase
an extension of the gaming restriction within the Sierra Property at a price
to be determined based on an MAI Appraisal. Monarch has indicated that it will
likely purchase such extension. The Partnership believes that such extension
has substantial value and will be one of the determining factors in how the
Sierra Property will be redeveloped. The Partnership continues to market the
Sierra Property to potential tenants.
In addition to the driveway lease, as of December 31, 2008, the Adjacent
Property was leasing, on a month-to-month basis, approximately 3,400 square
feet of office space at the Sierra Property and was paying approximately
$4,400 per month in rent plus common area expenses for such space.
Effective August 1, 2008, the Adjacent Property cancelled its lease of a
sign space at the Sierra Property, which it had been leasing for $1,060 per
month.
In June 2007, the Adjacent Property began leasing a portion of the
parking lot at the Sierra Property consisting of a total of approximately 276
parking spaces for a monthly fee of $25,000. Effective November 4, 2007, this
month-to-month lease was amended reducing the number of parking spaces leased
to 125 and reducing the monthly rent to $17,500. The Adjacent Property
cancelled its lease for these parking spaces effective June 30, 2008.
Ben Farahi, the Manager of the General Partner, was, until May 26, 2006,
Co-Chairman of the Board, Chief Financial Officer, Secretary, and Treasurer of
Monarch and still owned approximately 12.1% of Monarch?s outstanding common
stock as of December 31, 2008.
The Partnership received $576,666 and $660,762 in rental revenue and
common area charges from the Adjacent Property during 2008 and 2007,
respectively, for the driveway and the leased spaces.
Accounting rules define transactions with related parties as transactions
which are not arms-length in nature and, therefore, may not represent fair
market value.
Compensation of the General Partner
The General Partner is the manager of the Sierra Property. The General
Partner received $86,210 and $112,788 for the years ended December 31, 2008,
and 2007, respectively, for such management services; included in these
amounts is three percent of the monthly interest earned on the Partnership?s
cash in savings and money market accounts, which the Partnership began paying
to the General Partner in 2006. Also, pursuant to the Amended LP Agreement,
the General Partner is entitled to receive 2.5% of the Partnership's income,
loss, capital and distributions, including without limitation the
Partnership's cash flow from operations, disposition proceeds and net sale or
refinancing proceeds. Accordingly, for the year ended December 31, 2008, the
General Partner was allocated $5,856 of income.
Also pursuant to the Amended LP Agreement, the General Partner shall
receive mortgage placement fees for services rendered in connection with the
Partnership?s mortgage loans. These fees may not exceed such compensation
customarily charged in arm?s-length transactions by others rendering similar
-19-
services as an ongoing public activity in the same geographical location for
comparable mortgage loans. The General Partner is entitled to certain fees for
compensation of services rendered; these include acquisition fees in an amount
equal to 2% of the price of such acquired fixed assets, refinancing fees equal
to the lesser of 1% of the refinancing proceeds of the related fixed asset or
fees which are competitive for similar services in the geographical area where
the fixed asset is located, development fees equal to 10% of the total
development cost, construction fees equal to 10% of the total cost of
development of a fixed asset of the Partnership, and guarantee fees for any
guarantees the General Partner may provide in order for the Partnership to
secure indebtedness for a fee that is competitive with guarantee fees of
similar nature. The General Partner may also be compensated for property
management services in amounts to be equal to the lesser of (a) fees which are
competitive for similar services in the same geographical area or (b)(i) 5% of
the gross revenues with respect to residential properties or (ii) 6% of
revenues with respect to industrial and commercial properties or (iii) 1% of
gross revenues with respect to industrial and commercial properties which are
leased on a long-term net basis (except for a one-time initial leasing fee of
3% of gross revenues). The General Partner may also receive real estate
commissions from the Partnership for real estate brokerage services for
properties acquired upon foreclosure of mortgage loans or fixed assets of the
Partnership, the fees for which shall not exceed the lesser of (i) a
percentage of the gross sales price of a fixed asset of the Partnership equal
to one-half of brokerage fees which are customary, competitive and
reasonable or (ii) 3% of the gross sales price of such fixed asset. Insurance
commissions may also be paid to insurance agencies affiliated with the General
Partner so long as conditions to the General Partner?s purchase of insurance
brokerage services from an affiliate are met.
The General Partner did not earn any development fees during 2008 or
2007.
NOTE 4. REAL ESTATE
The Partnership's real estate is summarized as follows:
December 31, December 31,
2008 2007
------------ ------------
Land........................... $ 3,198,574 $ 3,198,574
Building and improvements...... 12,069,070 12,387,906
------------ ------------
15,267,644 15,586,480
Impairment..................... - (318,836)
------------ ------------
15,267,644 15,267,644
Accumulated depreciation....... (2,689,423) (2,185,519)
------------ ------------
$ 12,578,221 $ 13,082,125
============ ============
The land, buildings and improvements that constitute the Partnership's
fixed assets were acquired in lieu of foreclosure on a mortgage note
receivable to the Partnership, which was collateralized by such fixed assets.
NOTE 5. MINIMUM FUTURE RENTAL REVENUES
The Partnership leases office space to various tenants under a variety of
terms, including escalation provisions, renewal options and obligations of the
tenants to reimburse operating expenses.
-20-
The aggregate future minimum fixed lease payments receivable under
noncancellable leases at December 31, 2008, are as follows:
2009 .......... $ 603,597
2010 .......... 460,537
2011 .......... 422,091
2012 .......... 346,251
2013 .......... 341,221
Thereafter .... 1,725,000
-----------
$ 3,898,697
===========
NOTE 6. RECONCILIATION OF NET INCOME AND NET ASSETS PER FINANCIAL STATEMENTS
TO TAX BASIS
A reconciliation of net income per financial statements to the tax basis
of accounting is as follows:
Year ended December 31,
--------------------------
2008 2007
------------- ------------
Net income per financial statements $ 234,245 $ 796,078
Reconciliation of net income per books
to tax basis accounting:
Depreciation 159,979 135,073
Prepaid rent (3,374) (8,508)
Other tax adjustments (1,143) 961
------------- ------------
Net income per tax basis $ 389,707 $ 923,604
============= ============
The differences between the Partnership's net assets per financial
statements and tax basis of accounting are as follows:
Year ended December 31,
--------------------------
2008 2007
------------- ------------
Net assets per financial statements $ 21,967,802 $ 21,733,557
Reconciliation of net assets per books
to tax basis accounting:
Tax basis in property 1,067,195 1,067,195
Accumulated depreciation 351,638 262,812
Prepaid rent 1,000 4,374
Syndication costs 2,230,944 2,230,944
Other tax adjustments 10,085 10,085
------------- ------------
Net assets per tax basis $ 25,628,664 $ 25,308,967
============= ============
NOTE 7. LITIGATION
None.
-21-
NOTE 8. SUBSEQUENT EVENTS
On January 30, 2009, Mr. Ben Farahi, the Manager of the General Partner
but acting in his individual capacity, commenced a tender offer (the "Offer")
to purchase up to 25,000 Units at a price of $110 per Unit. The Offer was
scheduled to expire on March 20, 2009, but was entended and is currently
scheduled to expire on April 9, 2009, unless further extended.
Effective April 1, 2009, Mr. Ben Farahi, in his individual capacity,
purchased an aggregate of 2,083 Units from limited partners in a series of
open market transactions.
Effective January 1, 2009, Mr. Ben Farahi, in his individual capacity,
purchased an aggregate of 208 Units from limited partners in a series of open
market transactions.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures that
are designed to provide reasonable assurance that information required to be
disclosed by the Partnership in its periodic reports filed or submitted by the
Partnership under the Securities Exchange Act of 1934, as amended ("Exchange
Act")is recorded, processed, summarized and reported, within the time periods
specified in the Securities and Exchange Commission's rules and forms.
Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed by the
Partnership in its periodic reports that are filed under the Exchange Act is
accumulated and communicated to our management, including our principal
executive officer, as appropriate to allow timely decisions regarding required
disclosure.
Based on an evaluation under the supervision and with the participation
of our management, our principal executive officer and principal financial
officer have concluded that our disclosure controls and procedures as defined
in Rules 13a-15(e) and 15d-15(e) under the Exchange Act were effective as of
December 31, 2008 to ensure that information required to be disclosed in
reports that are filed or submitted under the Exchange Act is (i) recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission rules and forms and (ii) accumulated and
communicated to our management, including our principal executive officer and
principal financial officer, as appropriate to allow timely decisions
regarding required disclosure.
Management's Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate
internal control over financial reporting (as defined in Rule 13a-15(f) under
the Exchange Act). Management conducted an evaluation of the effectiveness of
our internal control over financial reporting based on the criteria set forth
in Internal Control?Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission ("COSO"). Based on this evaluation,
management has concluded that our internal control over financial reporting
was effective as of December 31, 2008.
Additionally, there were no changes in our internal controls that could
materially affect the disclosure controls and procedures subsequent to the
date of their evaluation, nor were there any significant deficiencies or
material weaknesses in our internal controls.
-22-
This annual report does not contain an attestation report of the
Partnership?s registered public accounting firm regarding internal control
over financial reporting. Management?s report was not subject to attestation
by the Partnership?s registered public accounting firm pursuant to temporary
rules of the Securities and Exchange Commission that permit the Partnership to
provide only management?s report in this annual report.
ITEM 9B. OTHER INFORMATION
None.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.
The Partnership has no officers or directors. The General Partner, Maxum
LLC, a Nevada limited liability company, has managed and controlled
substantially all of Partnership's affairs and has general responsibility and
ultimate authority in all matters affecting its business. Mr. Ben Farahi has
been the sole manager of the General Partner since its formation in 2001 and,
as such, exercises the powers associated with the board of directors and
executive officers of a corporation.
Mr. Farahi, age 56, was, until May 26, 2006, Co-Chairman of the Board,
Chief Financial Officer, Secretary, and Treasurer of Monarch Casino & Resort,
Inc. which, through its wholly-owned subsidiary Golden Road Motor Inn, Inc., a
Nevada company, owns and operates the tropically themed Atlantis Casino Resort
in Reno, Nevada. Since September 1, 1978, Mr. Farahi has been a partner in
Farahi Investment Company, which is involved in real estate investment and
development. He also has been a director of the Bank of North Las Vegas since
2006. Mr. Farahi is also the Manager of the General Partner. Mr. Farahi holds
a mechanical engineering degree from the University of California at
Berkeley and a MBA degree in accounting from the California State University,
Hayward.
Although the Partnership does not have a board of directors or,
accordingly, an audit committee, Mr. Farahi, as the managing member of the
General Partner, qualifies as a "financial expert" as defined by the
Securities and Exchange Commission in accordance with the Sarbanes-Oxley Act
of 2002.
ITEM 11. EXECUTIVE COMPENSATION
Under the Partnership's partnership agreement, the General Partner is
entitled to receive 2.5% of the Partnership's income, loss, capital and
distributions, including without limitation the Partnership's cash flow from
operations and disposition proceeds. For the fiscal year ended December 31,
2008, the General Partner was allocated an aggregate of $5,856 of taxable
income from the Partnership. See "Item 13. Certain Relationships and Related
Transactions, and Director Independence" for information regarding amounts
paid to affiliates of the General Partner by the Partnership for services
provided by them in fiscal year 2008. The General Partner is the manager of
the Sierra Property and received $86,210 in 2008 for such management services;
included in these amounts is three percent of the monthly interest earned on
the Partnership?s cash in savings and money market accounts, which the
Partnership began paying to the General Partner in 2006. Also, pursuant to the
Amended LP Agreement, the General Partner may receive development fees from
the Partnership but did not earn any such development fees in 2008 or 2007.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
(a) Security Ownership of Certain Beneficial Owners.
Except as set forth below, no person or group is known by the Partnership
to be the beneficial owner of more than 5% of the outstanding Units at March
10, 2009:
-23-
Number of % of
Name of Beneficial owners Units Owned Class
- ---------------------------------------------------------------------
Ben Farahi(1) 61,586 34.0%
John Farahi(2) 30,634(3) 16.9%
Bob Farahi(3) 30,634(3) 16.9%
(1) Mr. Ben Farahi's principal business address is 3650 S. Virginia
St., Unit K2, Reno, Nevada 89502.
(2) Mr. John Farahi's principal business address is 3800 S. Virginia
St., Reno, Nevada 89502.
(3) Mr. Bob Farahi?s principal business address is 3650 S. Virginia
St., Unit K2, Reno, Nevada 89502.
(b) Security Ownership of Management.
At March 10, 2009, neither the General Partner nor its members, manager
or affiliates owned any Units except as indicated in (a) above.
(c) Changes in Control.
There exists no arrangement known to the Partnership the operation of
which may at a subsequent date result in a change in control of the
Partnership.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
See ?NOTE 3. CONFLICTS OF INTEREST AND TRANSACTIONS WITH RELATED PARTIES?
in Item 8.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The General Partner has appointed Mark Bailey & Co., Ltd. (?Mark Bailey &
Co.?) as independent auditors to audit the consolidated financial statements
of the Partnership for 2009.
Audit Fees. The Partnership has agreed to pay Mark Bailey & Co. audit fees of
approximately $21,000 for the year ended December 31, 2008, and paid Mark
Bailey & Co. $20,000 in audit fees for the year ended December 31, 2007.
Audit Related Fees. The Partnership has agreed to pay audit related fees in
the amount of $12,600 to Mark Bailey & Co. for the year ended December 31,
2008 and paid $12,000 in audit related fees to Mark Bailey & Co. for the year
ended December 31, 2007.
Tax Fees. The Partnership has agreed to pay Mark Bailey & Co. fees for tax
services of approximately $5,775 for the year ended December 31, 2008, and
paid Mark Bailey & Co. $5,500 for tax services for the year ended December 31,
2007.
Other Fees. The Partnership did not pay any other fees to Mark Bailey & Co.
for the years ended December 31, 2008 or 2007.
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The Exhibits listed on the accompanying Index to Exhibits are filed as
part of this Annual Report and incorporated in this Annual Report as set forth
in said Index.
-24-
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act,
the Registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
BIGGEST LITTLE INVESTMENTS L.P.
By: MAXUM LLC
General Partner
By: /s/ Ben Farahi Date
--------------
Ben Farahi, Manager March 26, 2009
Pursuant to the requirements of the Exchange Act, this report has been
signed below by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated.
Signature Title Date
/s/ Ben Farahi Manager of March 26, 2009
-------------- the General Partner
Ben Farahi
-25-
EXHIBIT INDEX
Page
Exhibit Description Number
- ------- ----------- ------
2. General and Limited Partner Interest Assignment
Agreement, dated as of October 10, 2001, between
Maxum LLC, Western Real Estate Investments, LLC,
RAM Funding, Inc., Presidio AGP Corp., Presidio
Capital Investment Company LLC, Presidio
Partnership II Corp. and Bighorn Associates LLC
(incorporated by reference to Exhibit 2.1 of the
Partnership's Current Report on Form 8-K dated
January 25, 2002).
3.
(A) Certificate of Limited Partnership filed on August
14, 1986 with the State of Delaware (incorporated
by reference to Exhibit 3B to Pre-Effective
Amendment No. 1 to Registration Statement filed by
the Partnership with the Securities and Exchange
Commission on May 14, 1987 (the "Pre-Effective
Amendment")).
(B) Amendment to Certificate of Limited Partnership
filed on March 12, 1987 with the State of Delaware
(incorporated by reference to the Pre-Effective
Amendment).
(C) Amendment to Certificate of Limited Partnership
filed on May 7, 1987 with the State of Delaware
(incorporated by reference to the Pre-Effective
Amendment).
(D) Amendment to Certificate of Limited Partnership
filed on February 5, 1988 with the State of
Delaware (incorporated by reference to Post-
Effective Amendment No. 2 to Registration Statement
filed by the Partnership with the Securities and
Exchange Commission in 1988 ("Post-Effective
Amendment No. 2")).
(E) Certificate of Amendment to Certificate of Limited
Partnership dated as of January 1, 2002, filed on
January 29, 2002 with the State of Delaware
(incorporated by reference to Exhibit 3(e) to the
Partnership's Form 10-KSB filed with the Securities
and Exchange Commission on March 29, 2002 (the
"2001 Form 10-KSB").
(F) Certificate of Amendment to Certificate of Limited
Partnership filed on November 9, 2003 with the State
of Delaware (incorporated by reference to Exhibit
3(F) to the Partnership's Form 10-KSB filed with the
Securities and Exchange Commission on March 26, 2004
(the "2003 Form 10-KSB").
4.
(A) Amendment No. 1 to Second Amended and Restated
Limited Partnership Agreement of Biggest Little
Investments, L.P. (incorporated by reference to
Exhibit 4(A) to the Partnership?s Form 10-KSB filed
With the Securities and Exchange Commission on March
25, 2008).
-26-
(B) Second Amended and Restated Limited Partnership
Agreement of the Partnership (incorporated by
reference to Exhibit 4A to the Partnership's
Current Report on Form 8-K filed with the
Securities and Exchange Commission on October 10,
2003.
(C) Amended and Restated Agreement of Limited
Partnership of the Partnership (incorporated by
reference to Exhibit 3A to Post-Effective
Amendment No. 2).
(D) Amendment No. 1 to Amended and Restated Partnership
Agreement dated as of June 1, 1988 (incorporated by
reference to Exhibit 4(B) of the Partnership's
Annual Report on Form 10-K for the fiscal year 1988
(the "1988 10-K")).
(E) Amendment No. 2 to Amended and Restated Partnership
Agreement (incorporated by reference to Supplement
No. 1 dated August 12, 1988 to the Prospectus filed
by the Partnership with the Securities and Exchange
Commission pursuant to Rules 424(b)(3) and 424(c)
of the Securities Act of 1933).
(F) Amendment to Amended and Restated Agreement of
Limited Partnership dated as of January 1, 2002.
(incorporated by reference to Exhibit 4(D) of the
2001 Form 10-KSB).
(G) Amendment to Amended and Restated Agreement of
Limited Partnership dated as of January 1, 2002
(incorporated by reference to Exhibit 4(E) of the
2001 Form 10-KSB).
10.
(A) Deed of Trust, Assignment of Rents, Fixture Filing
and Security Agreement among High Cash Partners,
L.P., Trustee; First Commercial Title, Inc.,
Trustee; and Resources Accrued Mortgage Investors
2, L.P., Beneficiary, dated February 10, 1989
(incorporated by reference to Exhibit 10(a) to the
Partnership's Current Report on Form 8-K filed
with the Securities and Exchange Commission dated
February 13, 1989 (the "1989 Form 8-K").
(B) Registered Note among High Cash Partners, L.P. and
Resources Accrued Mortgage Investors 2, L.P., dated
February 10, 1989 (incorporated by reference to
Exhibit 10(b) to the 1989 Form 8-K).
(C) Assignment of Leases and Rents among High Cash
Partners, L.P. and Resources Accrued Mortgage
Investors 2, L.P., dated February 10, 1989
(incorporated by reference to Exhibit 10(c) to the
1989 Form 8-K).
(D) Modification Agreement, dated as of December 21,
2000, between High Cash Partners, L.P. and
Resources Accrued Mortgage Investors 2, L.P.
(incorporated by reference to Exhibit 10 to the
Partnership's Current Report on Form 8-K filed
with the Securities and Exchange Commission dated
February 9, 2001).
31. Certification pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 29
-27-
32. Certification pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002. 30
-28-
EXHIBIT 31
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Ben Farahi, certify that:
1. I have reviewed this annual report on Form 10-K of Biggest Little
Investments L.P.;
2. Based on my knowledge, this annual 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 annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual 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 annual report;
4. I am responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for
the Registrant and I have:
a) designed such disclosure controls and procedures or caused such
disclosure controls and procedures to be designed, under my
supervision, to ensure that material information relating to the
Registrant is made known to me, particularly during the
period in which this annual report is being prepared:
b) evaluated the effectiveness of the Registrant's
disclosure controls and procedures and presented in this report my
conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this annual
report based on such evaluation; and
c) disclosed in this annual report any change in the Registrant's
internal control over financial reporting that occurred
during the small business issuer's most recent fiscal year that
has materially affected, or is reasonably likely to materially
affect, the Registrant's internal control over
financial reporting; and
5. I have disclosed, based on my most recent evaluation of internal
control over financial reporting to the Registrant's auditors:
a) all significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which
are reasonably likely to adversely affect the Registrant's ability
to record, process, summarize and report financial information;
and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the Registrant?s
internal control over financial reporting.
/s/ Ben Farahi
--------------
Ben Farahi
Manager of the General Partner
Date: 3/26/09
-29-
Exhibit 32
CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Biggest Little Investments L.P.
(the "Partnership"), on Form 10-K for the fiscal year ended December 31, 2008,
as filed with the Securities and Exchange Commission on the date hereof (the
"Report"), the undersigned, in the capacities and on the date indicated below,
hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) the Report fully
complies with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934; and (2) the information contained in the Report fairly
presents, in all material respects, the financial condition and results of
operations of the Partnership.
Date: March 26, 2009 /s/ Ben Farahi
--------------
Ben Farahi,
Manager of the General Partner
-30-
(..continued)