UNITED STATES
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, 2010 Number 0-16856
BIGGEST LITTLE INVESTMENTS L.P.
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 13-3368726
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(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification
No.)
3702 S. VIRGINIA ST., UNIT G2, RENO, NEVADA 89502
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(Address of Principal Executive Offices) (Zip Code)
775-825-3355
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(Registrant'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 if the Registrant is a well-known seasoned issuer,
as defined by Rule 405 of the Securities Act. Yes ___ No _X_
Indicate by check mark if the Registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes ___ No _X_
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 past 12 months, and (2) has been subject to such filing
requirements for the past 90 days. YES __X__ NO ____
Indicate by check mark whether the Registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of
Regulation S-T during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). YES [ ] NO [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 [X]
Accelerated filer Yes [ ] No [X]
Non-accelerated filer (Do not check if a smaller reporting company)
Yes [ ] No [X]
Smaller reporting company Yes [X] No [ ]
Indicate by check mark whether the Registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). YES [ ] NO [X]
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 the Partnership has not been supplied.
DOCUMENTS INCORPORATED BY REFERENCE
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None
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Certain matters discussed herein contain forward-looking statements
including, without limitation, under "Item 1. Business," "Item 2. Property,"
and "Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations." 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. For
instance, the Partnership has been, and may continue to be, affected by
declining economic conditions that affect the real estate business including
the financial condition of tenants, competition, the ability to lease vacant
space within the Sierra Property (as defined below) or renew existing leases,
increased operating costs (including insurance costs), and the costs
associated with, and results of, any Partnership plans to renovate and
reposition the Sierra Property, as detailed in filings with the Securities and
Exchange Commission made by the Partnership from time to time. 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. On June
12, 2009, the Amended LP Agreement was amended to permit the Partnership to
invest in any personal property or other non-real estate assets and to invest
in joint ventures, partnerships, firms, corporations or other entities where
the Partnership would not have a controlling interest in such entities.
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
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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. In addition, as of
January 1, 2002, the General Partner was appointed as the managing agent at
the Sierra Property (as hereinafter defined), replacing an affiliate of RAM
Funding, Presidio AGP and the Former LPs.
Effective October 1, 2008, Western was dissolved and, as a result of the
dissolution, Western's remaining Units were equally distributed to its three
members based on each member's one-third ownership of Western. Thus, Western
no longer beneficially owns any of the outstanding Units.
On June 12, 2009, the Amended LP Agreement was amended (the "Second
Amendment") by consent of Messrs. Ben and Bahram Farahi, who hold a majority
of the Partnership's outstanding Units. Ben Farahi is the manager of the
General Partner, and Bahram Farahi is Ben Farahi's brother. The Second
Amendment permits the Partnership to invest in any personal property or other
non-real estate assets and to invest in joint ventures, partnerships, firms,
corporations or other entities where the Partnership would not have a
controlling interest in such entities. Prior to the Second Amendment, the
Amended LP Agreement limited the Partnership to investments in mortgage notes
or real estate assets and to investing in entities only where it would acquire
a controlling interest in such entities.
The Second Amendment also extended the term of the Partnership to
December 31, 2030. Prior to the Second Amendment, the term of the Partnership
was scheduled to expire on December 31, 2016.
The principal executive offices of the Partnership are located at 3702 S.
Virginia Street, Unit G2, 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. Property" for a description of
the Sierra Property and its tenants.
On December 17, 2010, the Partnership participated in first and second
senior credit facilities with a group led by a major bank in the aggregate
amount of $75 million (the "Credit Facility") to a new casino being developed
in Grand Falls, Iowa (the "Borrower"). The Partnership's commitment to the
Credit Facility is $3 million under the first lien senior credit facility
consisting of a $40 million term loan and a $10 million revolving loan (the
"First Facility"), and $1.5 million under the second lien senior credit
facility consisting of a $25 million term loan (the "Second Facility"). The
Credit Facility may be utilized by the Borrower for a portion of development
and construction costs of the casino (the "Project"), to pay for fees and
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expenses in connection with the Project and for initial working capital needs
after completion of the Project. The First Facility matures on December 17,
2014; the Second Facility matures on December 17, 2015. Borrowings are secured
by liens on all present and future equity interests of the Borrower and
guarantors, substantially all of the real and personal property of the
Borrower and guarantors and all products, profits, rents and proceeds of the
foregoing. The Credit Facility is guaranteed by the Borrower's parent company
and affiliates of the Borrower have signed a completion guaranty on the
Project. See "Item 8. Financial Statements - Note 6."
In 2010, the Partnership began investing in equity in publicly traded
companies as an additional investment medium. See "Item 8. Financial
Statements - Note 3."
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 7. Management's Discussion and Analysis of Financial Condition and
Results of Operation."
Tender Offers and Redemptions
On August 31, 2009, the Partnership initiated an offer enabling the
Partnership's limited partners to sell their Units back to the Partnership
(the "Redemption Offer"). The Partnership may repurchase whole Units only, at
a price reasonably determined by the General Partner based on market
considerations. Units repurchased by the Partnership under the Redemption
Offer will be canceled, and will have the status of authorized but unissued
Units. The Partnership's obligation to repurchase any Units under the
Redemption Offer is conditioned upon its having sufficient funds available to
complete the repurchase. The Partnership will use any operating funds as the
General Partner, in its sole discretion, may reserve for the purpose of
funding the Redemption Offer. On August 16, 2010, the Redemption Offer was
extended until August 31, 2011, subject to the right of the General Partner to
suspend, terminate, modify or extend the term of the Redemption Offer in its
sole discretion. As of March 10, 2011, an aggregate of 6,709 Units have been
repurchased by the Partnership at an approximate average price of $99.04 per
Unit pursuant to the Redemption Offer.
As of March 10, 2011, the Partnership had 174,228 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.
On February 19, 2010, the Regional Transportation Commission (the "RTC")
formally decided to proceed with plans for widening a section of Moana Lane, a
main thoroughfare in Reno on which the Sierra Property is located. The
widening will expand Moana Lane from four to six lanes and a portion of the
Sierra Property will need to be acquired by the RTC as part of the widening
project. The RTC has not yet completed its final design of the project. On
January 13, 2011, the RTC made a formal offer of $2,305,230 (the "Offer") to
the Partnership, which assumes the taking of approximately 10,026 square feet
of utility easement and approximately 25,306 square feet of the Sierra
Property's land. In addition, approximately 15,800 square feet of the Sierra
Property's buildings will be demolished. The Partnership is currently
reviewing the Offer.
Tenants of the Sierra Property
The Sierra Property is in need of several new tenants, including anchor
tenants. Over the past few years, the Sierra Property has lost all of its
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original anchor tenants and due, in part, to extensive competition for
tenants, has not been able to sign new anchor tenants to similar lease terms.
On August 3, 2010, the Partnership renewed its leasing brokerage
agreement with NAI Alliance, which terminates on June 1, 2011.
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 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 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 has a minimum lease term
of 15 years at a current monthly rent of approximately $28,400, 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.
As of March 10, 2011, approximately 15.8% of the Sierra Property's
rentable square footage was occupied. The average effective monthly rent is
$1.04 per occupied square foot. This does not include the driveway leased to
the Adjacent Property.
Lease Expirations
The following table details the number of tenants, as of March 10, 2011,
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
---- ---------------- ------------- ---------------- ---------------
--
2011 2 2,000 42,960 5.6%
2012 2 8,224 83,856 11.0%
2013 2 4,098 80,491 10.6%
2014 0 - - -
2015 through 2020 1 2,125 42,628 5.6%
In addition, there are eight spaces totaling approximately 17,357 square
feet and representing approximately $14,300 in monthly rent that are currently
being leased on a month-to-month basis.
In addition to its driveway lease, the Adjacent Property leased, through
December 31, 2010, approximately 3,400 square feet of office space at the
Sierra Property on a month-to-month basis and paid rent of approximately
$4,400 per month plus common area maintenance charges for such office space.
The Adjacent Property no longer leases this office space from the Partnership.
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Depreciation
Set forth below is a table showing the carrying value, accumulated
depreciation and federal tax basis (in thousands) of the Sierra Property as of
December 31, 2010:
Carrying Accumulated Federal Tax
Value Depreciation Rate Method Basis
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$ 15,268 $3,551 5-30 yrs Straight Line $ 13,609
Realty Taxes
The realty tax rate for the Sierra Property for July 1, 2010, through
June 30, 2011, is approximately 3.6463% of assessed value and the real estate
taxes to be paid are $233,904.
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.
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.
Other Investments
Per the Second Amendment, the Partnership may purchase, exchange,
acquire, lease, own, encumber, use, lend, borrow, operate, service, maintain,
develop, convey and otherwise dispose of and sell, handle, trade, deal in and
invest in any personal property or other non-real estate assets (whether
tangible or intangible), choses in action or any interest therein, including,
without limitation, (i) participations in loans and other financial
accommodations, whether secured by real estate, other assets or unsecured and
(ii) joint ventures, partnerships, firms, corporations or entities, whether
public, governmental or private, and whether the Partnership would have a
controlling interest therein or not.
ITEM 3. LEGAL PROCEEDINGS
None.
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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Removed and reserved.
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, 2011, there were approximately 900 holders of
Units owning an aggregate of 174,228 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
This item should be read in conjunction with the financial statements and
other items contained elsewhere in this Annual Report on Form 10-K.
Recent Events
On February 19, 2010, the Regional Transportation Commission (the "RTC")
formally decided to proceed with plans for widening a section of Moana Lane, a
main thoroughfare in Reno, Nevada on which the Sierra Property is located. The
widening will expand Moana Lane from four to six lanes and a portion of the
Sierra Property will need to be acquired by the RTC as part of the widening
project. The RTC has not yet completed its final design of the project. On
January 13, 2011, the RTC made a formal offer of $2,305,230 (the "Offer") to
the Partnership, which assumes the taking of approximately 10,026 square feet
of utility easement and approximately 25,306 square feet of the Sierra
Property's land. In addition, approximately 15,800 square feet of the Sierra
Property's buildings will be demolished. The Partnership is currently
reviewing the Offer.
On December 17, 2010, the Partnership participated in first and second
senior credit facilities with a group led by a major bank in the aggregate
amount of $75 million (the "Credit Facility") to a new casino being developed
in Grand Falls, Iowa (the "Borrower"). The Partnership's commitment to the
Credit Facility is $3 million under the first lien senior credit facility
consisting of a $40 million term loan and a $10 million revolving loan (the
"First Facility"), and $1.5 million under the second lien senior credit
facility consisting of a $25 million term loan (the "Second Facility"). The
Credit Facility may be utilized by the Borrower for a portion of development
and construction costs of the casino (the "Project"), to pay for fees and
expenses in connection with the Project and for initial working capital needs
after completion of the Project. The First Facility matures on December 17,
2014; the Second Facility matures on December 17, 2015. Borrowings are secured
by liens on all present and future equity interests of the Borrower and
guarantors, substantially all of the real and personal property of the
Borrower and guarantors and all products, profits, rents and proceeds of the
foregoing. The Credit Facility is guaranteed by the Borrower's parent company
and affiliates of the Borrower have signed a completion guaranty on the
Project. See "Item 8. Financial Statements - Note 6."
On August 3, 2010, the Partnership renewed its leasing brokerage
agreement with NAI Alliance, which terminates on June 1, 2011.
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On August 31, 2009, the Partnership initiated an offer enabling the
Partnership's limited partners to sell their Units back to the Partnership
(the "Redemption Offer"). The Partnership may repurchase whole Units only, at
a price reasonably determined by the General Partner based on market
considerations. Units repurchased by the Partnership under the Redemption
Offer will be canceled, and will have the status of authorized but unissued
Units. The Partnership's obligation to repurchase any Units under the
Redemption Offer is conditioned upon its having sufficient funds available to
complete the repurchase. The Partnership will use any operating funds as the
General Partner, in its sole discretion, may reserve for the purpose of
funding the Redemption Offer. On August 16, 2010, the Redemption Offer was
extended until August 31, 2011, subject to the right of the General Partner to
suspend, terminate, modify or extend the term of the Redemption Offer in its
sole discretion. As of March 10, 2011, an aggregate of 6,709 Units have been
repurchased by the Partnership at an approximate average price of $99.04 per
Unit pursuant to the Redemption Offer.
Real Estate Market
The Partnership's sole fixed asset as of December 31, 2010, was the
Sierra Property, which currently has a vacancy rate of approximately 84% 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. In addition, the ongoing softness in the overall economy has hurt
the retail sector, thus adding to the difficulty in locating new tenants 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 efforts to increase the
Sierra Property's occupancy will be successful.
Liquidity and Capital Resources
The Partnership's level of liquidity based on cash and cash equivalents
decreased by $5,662,870 to $4,059,370 during the year ended December 31, 2010,
as compared to December 31, 2009. The decrease was due to cash used for
various investments including the Partnership's $4,500,000 participation in
the Credit Facility, the purchase of securities, as well as to pay for Units
repurchased pursuant to the Redemption Offer. These uses of cash were
partially offset by approximately $367,000 in 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, 2010, as
compared to December 31, 2009.
Net income increased by $68,803 to $11,944 for the year ended December
31, 2010 as compared to a loss of $56,861 in the previous year. Revenues
decreased by $122,899 to $1,044,230 for the year ended December 31, 2010, as
compared to the same period in 2009. The increase in net income was due to a
decrease of $203,343 in costs and expenses, which was partially offset by the
decrease in revenues. The decrease in revenues was primarily due to a decrease
in rental income as a result of lower occupancy at the Sierra Property during
2010 compared to 2009. In addition, the Partnership received less interest
income during 2010 as compared to 2009 due to lower prevailing interest rates.
-9-
The decrease in costs and expenses in 2010 as compared to 2009 was due to
lower operating, general and administrative and depreciation expenses,
partially offset by an increase in management fees. Operating costs decreased
by $130,522, primarily due to the fact that, in 2009, the Partnership incurred
many costs to maintain the Sierra Property that it did not incur in 2010.
There were also reductions in payroll, property taxes and utilities costs.
General and administrative expense decreased in 2010 by $42,207 as a result of
decreases in professional services fees that were partially offset by an
increase in payroll expense. Depreciation expense decreased by $87,718 as some
of the Partnership's assets had fully depreciated during 2009. Management fee
expense decreased by $10,396 due to the decrease in revenues. The Partnership
also paid to the General Partner a mortgage placement fee in the amount of
$67,500 for its services in connection with the Grand Falls Credit Facility.
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 2010.
See "Recently Issued Accounting Standards" in "Item 8. Financial
Statements - 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
Not applicable.
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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, 2010 and 2009, and the related statements of
operations and comprehensive income, 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, 2010 and 2009, 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 30, 2011
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BIGGEST LITTLE INVESTMENTS L.P.
BALANCE SHEETS
December 31,
-------------------------
2010 2009
------------ ------------
ASSETS
Current Assets
Cash and cash equivalents................... $ 4,059,370 $ 9,722,240
Short-term investments - CDs................ 246,604 -
Trade and other receivables, net............ 28,355 18,353
Securities.................................. 814,250 -
Prepaid expense............................. 12,301 3,612
------------ ------------
Total Current Assets 5,160,880 9,744,205
------------ ------------
Long-Term Assets
Restricted cash............................. 3,000,000 -
Notes receivable............................ 1,500,000 -
------------ ------------
Total Long-Term Assets 4,150,000 -
------------ ------------
Property, Plant and Equipment, net........... 11,716,392 12,103,447
------------ ------------
Total assets............................. $ 21,377,272 $ 21,847,652
============ ============
LIABILITIES AND PARTNERS' EQUITY
Liabilities
Accounts payable, accrued expenses and
unclaimed property...................... $ 30,048 $ 40,162
Rent prepaid.............................. - 35
Tenant deposits........................... 20,953 24,147
------------ ------------
Total liabilities........................... 51,001 64,344
------------ ------------
Commitments and Contingencies
Partners' equity
Limited partners' equity (175,377 units at
12/31/10 and 180,937 at 12/31/09 issued
and outstanding)......................... 20,807,941 21,350,331
Prepaid redemption........................ (45,260) (127,635)
Accumulated other comprehensive income.... 2,679 -
General partner's equity.................. 560,911 560,612
------------ ------------
Total partners' equity...................... 21,326,271 21,783,308
------------ ------------
Total liabilities and partners' equity... $ 21,377,272 $ 21,847,652
============ ============
The accompanying Notes to Financial Statements are an integral part of these
statements.
-12-
BIGGEST LITTLE INVESTMENTS L.P.
STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
Year ended December 31,
---------------------------
2010 2009
------------ ------------
Revenues
Rental revenue........................ $ 988,533 $ 1,163,606
Fee revenue........................... 45,167 -
Other revenue......................... 10,530 3,523
------------ ------------
Net revenues....................... 1,044,230 1,167,129
------------ ------------
Costs and Expenses
Operating expenses.................... 505,517 636,039
General and administrative............ 135,732 177,939
Depreciation.......................... 387,056 474,774
Management fees....................... 63,846 74,242
Mortgage placement fee................ 67,500 -
------------ ------------
Total costs and expenses........... 1,159,651 1,362,994
------------ ------------
Loss from operations............... (115,421) (195,865)
------------ ------------
Other Income
Other income.......................... 55,729 -
Interest income....................... 71,636 139,004
------------ ------------
Total other income................. 127,365 139,004
------------ ------------
Net income (loss).................. $ 11,944 $ (56,859)
============ ============
Other Comprehensive Income:
Unrealized gain from securities....... $ 2,679 $ -
------------ ------------
Comprehensive income/(loss)........ $ 14,623 $ (56,859)
============ ============
Net income (loss) attributable to:
Limited partners................... $ 11,645 $ (55,438)
General partner.................... 299 (1,421)
------------ ------------
$ 11,944 $ (56,859)
============ ============
NET INCOME (LOSS) PER UNIT OF LIMITED
PARTNERSHIP INTEREST $ 0.07 $ (0.31)
============ ============
WEIGHTED AVERAGE UNITS OUTSTANDING 175,377 180,937
============ ============
The accompanying Notes to Financial Statements are an integral part of these
statements.
-13-
BIGGEST LITTLE INVESTMENTS L.P.
STATEMENTS OF PARTNERS' EQUITY
YEARS ENDED DECEMBER 31, 2010 AND 2009
Limited General
Total
Partners' Prepaid Comprehensive Partner's
Partners'
Equity Redemption Income Equity
Equity
----------- ----------- ------------ ----------- ----
-------
Balance - December 31, 2008 $21,405,769 $ - $ - $ 562,033
$21,967,802
Net loss................. (55,438) - - (1,421)
(56,859)
Prepayment for Unit
Repurchases............ - (127,635) - -
(127,635)
----------- ----------- ------------ ----------- ----
-------
Balance - December 31, 2009 21,350,331 (127,635) - 560,612
21,783,308
Net income............... 11,645 - - 299
11,944
Comprehensive income...... - - 2,679 -
2,679
Payment for Unit
repurchases............ (554,035) - - -
(554,035)
Prepayment for Unit
repurchases............ - 82,375 - -
82,375
----------- ----------- ----------- ----------- ----
-------
Balance - December 31, 2010 $20,807,941 $ (45,260) $ 2,679 $ 560,911
$21,326,271
=========== =========== =========== ===========
===========
The accompanying Notes to Financial Statements are an integral part of these
statements.
-14-
BIGGEST LITTLE INVESTMENTS L.P.
STATEMENTS OF CASH FLOWS
Years ended December 31,
--------------------------
2010 2009
------------ ------------
Cash flows from operating activities:
Net income (loss)............................ $ 11,944 $ (56,859)
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation............................. 387,056 474,774
Changes in assets and liabilities:
(Increase) decrease in tenant receivables
and prepaid expense.................... (18,691) 4,462
Decrease in accounts payable, accrued
expenses and other liabilities......... (13,343) (6,294)
------------ ------------
Net cash provided by operating activities.. 366,966 416,083
------------ ------------
Cash flows from investing activities:
Cash used for the purchase of securities... (811,571) -
Cash used for short-term investment - CD... (246,605) -
Cash used to fund Grand Falls second lien
facility................................. (1,500,000) -
Cash restricted for future funding of
Grand Falls first lien facility.......... (3,000,000) -
------------ ------------
Net cash used in investing activities...... (5,558,176) -
------------ ------------
Cash flows from financing activities:
Cash used for payment of redemption of
limited partnership units................ (426,400) -
Cash used for prepayment of redemption of
limited partnership units................ (45,260) (127,635)
------------ ------------
Net cash used in financing activities...... (471,660) (127,635)
------------ ------------
Net (decrease) increase in cash................ (5,662,870) 288,448
Cash and cash equivalents, beginning of year... 9,722,240 9,433,792
------------ ------------
Cash and cash equivalents, end of year......... $ 4,059,370 $ 9,722,240
============ ============
The accompanying Notes to Financial Statements are an integral part of these
statements.
-15-
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 Act 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. The
Amended LP Agreement also permits the Partnership to repurchase Units from the
limited partners. On June 12, 2009, the Amended LP Agreement was amended to
permit the Partnership to invest in any personal property or other non-real
estate assets and to invest in joint ventures, partnerships, firms,
corporations or other entities where the Partnership would not have a
controlling interest in such entities.
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 84%
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
-16-
In accordance with the Accounting Standards Codification ("ASC") Section
360, 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, 2010, 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 have a reserve for bad
debt.
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, money market
accounts and certificates of deposit. 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.
Interest income has been reclassified into "Other Income" for 2010 and
the 2009 presentation has been modified to reflect such reclassification. This
reclassification had no effect on the Partnership's net income for 2009 or for
any other period.
-17-
Fair Value of Financial Instruments
The Partnership uses the following hierarchy to prioritize the inputs
used in measuring fair value in accordance with ASC Section 820:
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.
Financial instruments including cash and cash equivalents, trade and
notes receivable, securities, accounts payable and accrued expenses are
carried in the financial statements at amounts that approximated fair value at
December 31, 2010. See Note 3.
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 (175,377 Units at December 31, 2010, and 180,937
Units at December 31, 2009) during the year.
On August 31, 2009, the Partnership initiated an offer enabling the
Partnership's limited partners to sell their Units back to the Partnership
(the "Redemption Offer"). The Partnership may repurchase whole Units only, at
a price reasonably determined by the General Partner based on market
considerations. Units repurchased by the Partnership under the Redemption
Offer will be canceled, and will have the status of authorized but unissued
Units. The Partnership's obligation to repurchase any Units under the
Redemption Offer is conditioned upon its having sufficient funds available to
complete the repurchase. The Partnership will use any operating funds as the
General Partner, in its sole discretion, may reserve for the purpose of
funding the Redemption Offer. On August 16, 2010, the Redemption Offer was
extended until August 31, 2011, subject to the right of the General Partner to
suspend, terminate, modify or extend the term of the Redemption Offer in its
sole discretion. As of December 31, 2010, an aggregate of 5,560 Units had been
repurchased by the Partnership at an approximate average price of $99.65 per
Unit pursuant to the Redemption Offer.
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
-18-
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 July 2010, the Financial Accounting Standards Board issued ASU 2010-20
- Disclosures about the Credit Quality of Financing Receivables and the
Allowance for Credit Losses, which requires reporting companies to provide
additional disclosures for the purpose of facilitating financial statement
users' evaluation of the reporting company's nature of credit risk inherent in
the entity's financing receivables, how that risk is analyzed and assessed in
arriving at the allowance for credit losses and any changes and reasons for
such changes in the allowance for credit losses. On December 17, 2010, the
Partnership participated in a credit facility to a new casino being developed
in Grand Falls, Iowa (see Note 6). The Partnership funded $1.5 million under
the Second Facility (as defined in Note 6) and recorded this funding as a note
receivable. As of December 31, 2010, the Partnership has not established an
allowance for credit losses under this note as it had no reason to believe
that this note will not be repaid as of such date.
NOTE 3. FAIR VALUE MEASUREMENTS
The Partnership holds certain financial assets which are required to be
measured at fair value on a recurring basis in accordance with ASC Section
820. The following table summarizes the Partnership's securities holdings as
of December 31, 2010:
Fair Value Measurement
---------------------------------
Level 1 Level 2 Level 3 Total
---------- --------- --------- ---------
Available for Sale Securities $ 814,250 $ - $ - $ 814,250
Short-term investment - CD 246,604 - - 246,604
---------- --------- --------- ----------
Total $1,060,854 $ - $ - $1,060,854
========== ========= ========= ==========
NOTE 4. CONFLICTS OF INTEREST AND TRANSACTIONS WITH RELATED PARTIES
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 by demolishing and
rebuilding part 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 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 has a minimum lease term
of 15 years at a current monthly rent of approximately $28,400, 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.
-19-
In addition to the driveway lease, the Adjacent Property was leasing,
until December 31, 2010, approximately 3,400 square feet of office space at
the Sierra Property on a month-to-month basis and was paying approximately
$4,400 per month in rent plus common area expenses for such space.
Ben Farahi, the Manager and sole member of the General Partner, was,
until May 26, 2006, Co-Chairman of the Board, Chief Financial Officer,
Secretary, and Treasurer of Monarch Casino & Resort, Inc., the owner of the
Adjacent Property, and still owned approximately 12.1% of Monarch's
outstanding common stock as of December 31, 2010.
The Partnership received $472,709 and $501,605 in rental revenue and
common area charges from the Adjacent Property during 2010 and 2009,
respectively, for the driveway and the leased spaces.
Accounting rules define transactions with related parties as transactions
which are not arm's-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 $63,846 and $74,242 for the years ended December 31, 2010,
and 2009, 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, 2010, the
General Partner was allocated income of $299.
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
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. For the year ended December 31, 2010, the
General Partner earned $67,500 in mortgage placement fees for services
rendered in connection with the Partnership's participation in the Grand Falls
Credit Facility (see Note 6.).
NOTE 5. REAL ESTATE
The Partnership's real estate is summarized as follows:
December 31, December 31,
2010 2009
------------ ------------
Land........................... $ 3,198,574 $ 3,198,574
Building and improvements...... 12,069,070 12,069,070
------------ ------------
15,267,644 15,267,644
------------ ------------
Accumulated depreciation....... (3,551,252) (3,164,197)
------------ ------------
$ 11,716,392 $ 12,103,447
============ ============
NOTE 6. NOTES RECEIVABLE
On December 17, 2010, the Partnership participated in first and second
senior credit facilities with a group led by a major bank in the aggregate
amount of $75 million (the "Credit Facility") to a new casino being developed
in Grand Falls, Iowa (the "Borrower"). The Partnership's commitment to the
Credit Facility is $3 million under the first lien senior credit facility
-20-
consisting of a $40 million term loan and a $10 million revolving loan (the
"First Facility"), and $1.5 million under the second lien senior credit
facility consisting of a $25 million term loan (the "Second Facility"). The
Credit Facility may be utilized by the Borrower for a portion of the
development and construction costs of the casino (the "Project"), to pay for
fees and expenses in connection with the Project and for initial working
capital needs after completion of the Project.
The First Facility matures on December 17, 2014; the Second Facility
matures on December 17, 2015. Borrowings are secured by liens on all present
and future equity interests of the Borrower and guarantors, substantially all
of the real and personal property of the Borrower and guarantors and all
products, profits, rents and proceeds of the foregoing. The Credit Facility is
guaranteed by the Borrower's parent company and affiliates of the Borrower
have signed a completion guaranty on the Project.
The Credit Facility contains covenants customary and typical for a
facility of this nature, including, but not limited to, covenants restricting
the use of proceeds, the Borrower's ability to merge, transfer ownership,
incur additional indebtedness, encumber assets and make certain investments.
The Credit Facility also contains covenants that allow the lead lender to
monitor construction of the Project, as well as covenants requiring that the
Borrower maintain certain minimum financial ratios.
The available commitment under the revolving loan is subject to quarterly
reductions commencing on the earlier of either the second full quarter after
the completion of the Project or March 30, 2012. The Borrower may permanently
reduce the maximum commitment available and the revolving loan may be prepaid
without penalty at any time after December 10, 2012 (certain LIBOR breakage
costs and call protection fees are applicable prior to December 17, 2012).
The Borrower paid various one-time fees and other loan costs upon the
closing of the Credit Facility.
At the Borrower's option, the First Facility will bear interest based
either on a base rate (as defined in the Credit Facility agreement) plus an
interest rate margin of 6.00%, or on one, three or six-month LIBOR rate plus
an interest rate margin of 7.00% (in no event shall LIBOR be less than
2.00%). The First Facility will bear a 1.50% upfront fee and a 2.00% annual
non-usage fee payable to the Partnership; such funds are to be totally
advanced by August 15, 2011. The Second Facility will bear interest at a rate
of 15.00%. Interest started accruing on December 17, 2010, and may not be
prepaid until the First Facility is paid off. Any pre-payment on the Second
Facility prior to December 10, 2013, is subject to call protection fees. The
Second Facility may only be drawn on after an initial $50 million in Borrower
equity is spent on the construction of the casino project. The First Facility
may only be drawn on after the Second Facility has been fully drawn on. As of
December 31, 2010, the Second Facility had been fully drawn on, and the First
Facility had not been drawn on. Based on an agreement with the lead lender,
the Partnership's $3 million commitment under the First Facility has been
placed into restricted cash.
All participants, including the Partnership, executed an intercreditor
agreement concerning the sharing of collateral contributions among the
participants.
The Partnership's General Partner received a mortgage placement fee of
1.5% of the Partnership's total commitment under the Credit Facility for its
services in connection with the placement of the Credit Facility.
-21-
NOTE 7. 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.
The aggregate future minimum fixed lease payments receivable under
noncancellable leases at December 31, 2010, are as follows:
2011 .......... $ 574,291
2012 .......... 485,943
2013 .......... 451,244
2014 .......... 387,793
2015 .......... 372,732
Thereafter .... 1,277,802
-----------
$ 3,549,805
===========
NOTE 8. 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,
--------------------------
2010 2009
------------- ------------
Net income (loss) per financial
statements $ 11,944 $ (56,859)
Reconciliation of net income per books
to tax basis accounting:
Depreciation 46,745 133,299
Prepaid rent (35) (965)
Bad debt expense - 11,675
Other tax adjustments - 78
------------- ------------
Net income per tax basis $ 58,654 $ 87,228
============= ============
The differences between the Partnership's net assets per financial
statements and tax basis of accounting are as follows:
Year ended December 31,
--------------------------
2010 2009
------------- ------------
Net assets per financial statements $ 21,326,271 $ 21,783,308
Reconciliation of net assets per books
to tax basis accounting:
Tax basis in property 1,067,195 1,067,195
Accumulated depreciation 531,682 484,937
Prepaid rent - 35
Unrealized gain from securities (2,679) -
Syndication costs 2,230,944 2,230,944
Other tax adjustments 10,085 10,085
------------- ------------
Net assets per tax basis $ 25,163,498 $ 25,576,504
============= ============
-22-
NOTE 9. LITIGATION
None.
NOTE 10. SUBSEQUENT EVENTS
On February 19, 2010, the Regional Transportation Commission (the "RTC")
formally decided to proceed with plans for widening a section of Moana Lane, a
main thoroughfare in Reno on which the Sierra Property is located. The
widening will expand Moana Lane from four to six lanes and a portion of the
Sierra Property will need to be acquired by the RTC as part of the widening
project. The RTC has not yet completed its final design of the project. On
January 13, 2011, the RTC made a formal offer of $2,305,230 (the "Offer") to
the Partnership, which assumes the taking of approximately 10,026 square feet
of utility easement and approximately 25,306 square feet of the Sierra
Property's land. In addition, approximately 15,800 square feet of the Sierra
Property's buildings will be demolished. The Partnership is currently
reviewing the Offer.
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 (the
"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 and principal financial 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, 2010, 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.
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.
Management's Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate
internal control over financial reporting for the Partnership. 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, 2010.
-23-
Additionally, there were no changes in our internal control over
financial reporting that have materially affected or are reasonably likely to
materially affect the Partnership's internal control over financial reporting
that occurred during the fourth quarter of 2010, nor were there any
significant deficiencies or material weaknesses in our internal controls.
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, manages and controls substantially
all of Partnership's affairs and has general responsibility and ultimate
authority in all matters affecting its business. 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 58, 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 was also a director of the Bank of North Las Vegas from 2006
until January 2011. 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 in Securities
and Exchange Commission Regulation S-K.
ITEM 11. EXECUTIVE COMPENSATION
Under 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 and disposition proceeds. For the fiscal year ended December 31,
2010, the General Partner was allocated income of $299 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 2010. The General Partner is the manager of the Sierra Property and
received $63,846 in 2010 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 2010 or 2009. In 2010, the General
Partner earned $67,500 in mortgage placement fees for services rendered
related to the Partnership's participation in the Grand Falls Credit Facility.
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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, 2011:
Number of % of
Name of Beneficial Owners Units Owned Class
------------------------- ----------- -----
Ben Farahi(1) 65,326 37.5%
John Farahi(2) 30,634(3) 17.6%
Bob Farahi(3) 30,634(3) 17.6%
(1) Mr. Ben Farahi's principal business address is 3702 S. Virginia
St., Unit G2, 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 3702 S. Virginia
St., Unit G2, Reno, Nevada 89502.
(b) Security Ownership of Management.
At March 10, 2011, 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 "Item 8. Financial Statements - Note 4. "Conflicts of Interest and
Transactions with Related Parties."
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The General Partner has not appointed Mark Bailey & Co., Ltd. ("Mark
Bailey & Co.") or any other firm as independent auditors to audit the
consolidated financial statements of the Partnership for 2011.
Audit Fees. The Partnership paid Mark Bailey & Co. audit fees of approximately
$20,000 for the year ended December 31, 2010, and $22,000 for the year ended
December 31, 2009 for professional services rendered for the audit of the
Partnership's annual financial statements or services that are normally
provided by the accountant in connection with statutory and regulatory filings
and engagements for those fiscal years.
Audit Related Fees. The Partnership paid Mark Bailey & Co. audit related fees
in the amount of $12,000 for the year ended December 31, 2010 and $13,200 for
the year ended December 31, 2009 for assurance and related services that are
reasonably related to the performance of the audit or review of the
Partnership's financial statements.
Tax Fees. The Partnership paid Mark Bailey & Co. tax services fees of $5,500
for the year ended December 31, 2010, and $6,000 for the year ended December
31, 2009.
Other Fees. The Partnership did not pay any other fees to Mark Bailey & Co.
for the years ended December 31, 2010 or 2009.
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ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The Exhibits listed on the accompanying Exhibit Index are filed as part
of this Annual Report on Form 10-K and incorporated in this Annual Report as
set forth in said Index.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, 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 30, 2011
Pursuant to the requirements of the Securities Exchange Act of 1934, 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 30, 2011
-------------- the General Partner
Ben Farahi
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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.
(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.
(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.
4.
(A) Amendment No. 2 to Second Amended and Restated
Limited Partnership Agreement of Biggest Little
Investments, L.P. (incorporated by reference to
Exhibit 99.1 to the Partnership's Form 8-K filed
with the Securities and Exchange Commission on June
17, 2009).
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(B) 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).
(C) 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.
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
32. Certification pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002. 30
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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 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 report;
3. Based on my knowledge, the financial statements, and other financial
information included in this 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 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)) and
internal control over financial reporting (as defined in Exchange Act Rules
13a - 15(f) and 15d - 15(f) 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 report is being prepared:
b) designed such internal control over financial reporting, or
caused such internal control over financial reporting to be
designed under my supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;
c) 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
report based on such evaluation; and
d) disclosed in this report any change in the Registrant's
internal control over financial reporting that occurred
during the Registrant's most recent fourth fiscal quarter 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: 3/30/11
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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, 2010,
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, as amended; 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 30, 2011 /s/ Ben Farahi
--------------
Ben Farahi,
Manager of the General Partner
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