UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2011
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______TO______.
Commission File No. 0-16856
BIGGEST LITTLE INVESTMENTS L.P.
----------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 13-3368726
--------------------------------- -------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
3702 S. VIRGINIA ST. UNIT G2
RENO, NEVADA 89502
----------------------------- ----------
(Address of principal (Zip code)
executive offices)
(775) 825-3355
-----------------------------
Registrant?s telephone number
----------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
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 [X] NO [ ]
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]
PART I ? FINANCIAL INFORMATION
ITEM 1 ? FINANCIAL STATEMENTS
BIGGEST LITTLE INVESTMENTS L.P.
BALANCE SHEETS
JUNE 30, DECEMBER 31,
2011 2010
(UNAUDITED)
------------- ------------
ASSETS
Current Assets
Cash and cash equivalents................... $ 6,105,321 $ 4,059,370
Short-term investments ? CDs................ 246,866 246,604
Trade and other receivables, net............ 50,824 28,355
Securities.................................. 1,687,125 814,250
Prepaid expense............................. 4,562 12,301
----------- -----------
Total Current Assets 8,094,698 5,160,880
----------- -----------
Long-Term Assets
Restricted cash............................. 1,158,877 3,000,000
Notes receivable............................ 3,341,123 1,500,000
----------- -----------
Total Long-Term Assets 4,500,000 4,500,000
----------- -----------
Property, plant and equipment, net........... 10,862,429 11,716,392
----------- -----------
Total assets............................. $23,457,127 $21,377,272
=========== ===========
LIABILITIES AND PARTNERS' EQUITY
Liabilities
Accounts payable, accrued expenses and
unclaimed property..................... $ 84,776 $ 30,048
Tenant deposits.......................... 23,588 20,953
Demolition costs......................... 346,700 -
----------- -----------
Total liabilities........................... 455,064 51,001
----------- -----------
Commitments and contingencies
Partners' equity
Limited partners' equity (173,421 units
issued and outstanding at 6/30/11;
175,377 at 12/31/10)................... 22,613,514 20,807,941
Prepaid redemption....................... (74,460) (45,260)
Accumulated other comprehensive (loss)
income................................. (149,306) 2,679
General partner?s equity................. 612,315 560,911
----------- -----------
Total partners' equity...................... 23,002,063 21,326,271
----------- -----------
Total liabilities and partners' equity........ $23,457,127 $21,377,272
=========== ===========
The accompanying Notes are an integral part of these Financial Statements.
-2-
BIGGEST LITTLE INVESTMENTS L.P.
STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (UNAUDITED)
FOR THE THREE MONTHS ENDED FOR THE SIX MONTHS
ENDED
-------------------------- ----------------
--------
JUNE 30, JUNE 30, JUNE 30,
JUNE 30,
2011 2010 2011
2010
------------ ------------ ----------- ---
--------
Revenues
Rental revenues.......................... $ 221,292 $ 253,843 $ 441,951 $
518,903
Fee revenues............................. 10,457 - 25,457
-
Other income............................. 5,314 8,298 7,764
9,253
----------- ----------- ----------- --
--------
Total revenues........................ 237,063 262,141 475,172
528,157
----------- ----------- ----------- --
--------
Costs and expenses
Operating expenses....................... 122,497 74,383 252,984
199,015
General and administrative............... 40,919 47,742 93,473
107,245
Depreciation............................. 96,764 96,764 193,528
193,528
Management fees.......................... 79,204 16,662 97,858
33,162
----------- ----------- ----------- --
--------
Total costs and expenses.............. 339,384 235,551 637,843
532,950
----------- ----------- ----------- --
--------
(Loss) income from operations............ (102,321) 26,590 (162,671)
(4,793)
Other Income and Expenses
Gain from condemnation................... 2,071,352 - 2,071,352
-
Interest income.......................... 83,987 16,352 147,658
36,939
Interest expense......................... - - (160)
-
----------- ----------- ----------- --
--------
Total Other Income 2,155,339 16,352 2,218,850
36,939
----------- ----------- ----------- --
--------
Net income............................... $2,053,018 $ 42,942 $2,056,179 $
32,146
=========== =========== ===========
==========
Other Comprehensive Income
Unrealized loss from securities......... $ (61,925) $ - $ (149,306) $
-
----------- ----------- ----------- --
--------
Comprehensive Income $1,991,093 $ 42,942 $1,906,873 $
32,146
=========== =========== ===========
==========
Net income attributable to:
Limited partners......................... $2,001,693 $ 41,868 $2,004,774 $
31,342
General partner.......................... 51,325 1,074 51,404
804
----------- ----------- ----------- --
--------
$2,053,018 $ 42,942 $2,056,179 $
32,146
=========== =========== ===========
==========
Net income per unit of limited
partnership interest (173,421 and 177,858
weighted average units outstanding for
the three and six months ended June 30,
2011 and 2010, respectively)............. $ 11.54 $ 0.24 $ 11.56 $
0.18
=========== =========== ===========
==========
The accompanying Notes are an integral part of these Financial Statements.
-3-
BIGGEST LITTLE INVESTMENTS L.P.
STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE SIX MONTHS ENDED
----------------------------
June 30, June 30,
2011 2010
------------- -------------
Cash flows from operating activities:
Net income.................................... $ 2,056,179 $ 32,146
Adjustments to reconcile net income to
net cash provided by operating activities:
Gain on property condemnation............... (2,071,352) -
Depreciation ............................... 193,528 193,528
Changes in assets and liabilities:
Increase in receivables..................... (22,469) (7,674)
Decrease (increase) in prepaid expense...... 7,739 (9,468)
Increase (decrease) in accounts payable,
accrued expenses, and other liabilities.... 57,363 (13,071)
Increase in short-term investments ? CD..... (264) -
------------- -------------
Net cash provided by operating activities.... 220,724 195,461
------------- -------------
Cash flows from investing activities:
Cash used for the purchase of securities...... (1,024,861) -
Cash received for property condemnation....... 2,731,787 -
Cash received for demolition costs............ 346,700 -
------------- -------------
Net cash provided by investing activities.. 2,053,627 -
------------- -------------
Cash flows from financing activities:
Cash used for payment of redemption of
limited partnership units................... (153,940) (189,980)
Cash used for prepayment of redemption of
limited partnership units................... (74,460) (27,400)
------------- -------------
Net cash used in financing activities...... (228,400) (217,380)
------------- -------------
Net increase/(decrease) in cash and cash
equivalents.................................. 2,045,951 (21,919)
Cash and cash equivalents, beginning of period.. 4,059,370 9,722,240
------------- -------------
Cash and cash equivalents, end of period........ $ 6,105,321 $ 9,700,321
============= =============
Non-Cash
Retired prepaid redemption................ $ 45,260 $ -
Draw on credit facility................... $ 1,841,123 $ -
Unrealized gain/loss on securities........ $ 151,985 $ -
The accompanying Notes are an integral part of these Financial Statements.
-4-
BIGGEST LITTLE INVESTMENTS L.P.
NOTES TO FINANCIAL STATEMENTS
NOTE 1. INTERIM FINANCIAL INFORMATION
Pursuant to the rules and regulations of the Securities and Exchange
Commission, certain information and footnote disclosure normally included in
financial statements prepared in accordance with accounting principles
generally accepted in the United States of America has been condensed or
omitted pursuant to such rules and regulations. In the opinion of management,
the disclosures made are adequate to make the information not misleading. The
accompanying financial statements, footnotes and discussions should be read in
conjunction with the financial statements, related footnotes and discussions
contained in the Biggest Little Investments, L.P. (the "Partnership") Annual
Report on Form 10-K for the year ended December 31, 2010. The financial
information contained herein is unaudited. In the opinion of management, all
adjustments necessary for a fair presentation of such financial information
have been included. All adjustments are of a normal recurring nature. The
balance sheet at December 31, 2010, was derived from audited financial
statements at such date.
The results of operations for the three and six months ended June 30,
2011 and 2010 are not necessarily indicative of the results to be expected for
the full year or for any other period.
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 on a straight-line basis over the
estimated service lives as follows:
Land improvements ........... 5 years
Site work ................... 15 years
Buildings ................... 30 years
Building improvements ....... 5-30 years
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 June 30, 2011, the Partnership?s
only operating asset was the Sierra Marketplace Shopping Center located in
Reno, Nevada (the "Sierra Property") and the Partnership determined that none
of its long-lived assets were impaired as of such date.
On June 8, 2011, the Partnership reached final agreement (the
?Agreement?) with and sold to the Regional Transportation Commission (the
?RTC?) a portion of the Sierra Property for the purpose of 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. Under the terms of the Agreement, the RTC paid the Partnership
$2,731,787 ($2,743,730 less $11,943 for legal and administrative expenses
incurred with the sale) for causing demolition of up to 15,800 square feet of
the Sierra Property?s buildings, the RTC?s acquisition of 25,306 square feet
of the Sierra Property?s land and 10,026 square feet of utility easement. The
RTC paid the Partnership an additional $346,700 for relocation and demolition
costs related to the Sierra Property?s buildings and improvements. As a result
of the Agreement, the Partnership allocated approximately $117,483 of the
RTC?s payments to the Sierra Property?s land book value and placed
approximately $542,952 ($738,611 less accumulated depreciation of $195,659)
into suspense for the portion of the Sierra Property?s buildings that could be
demolished. The Partnership recorded a gain on asset condemnation of
$2,071,352.
-5-
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. As of June 30, 2011, the Partnership had $12,000 in
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. A majority 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, as well as in certificates of deposit. Cash balances exceeded
these insured levels during the period. 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 the period
ended June 30, 2011, and the prior year presentation has been modified to
reflect such reclassification. This reclassification had no effect on the
Partnership?s net income for period ended June 30, 2010, or for any other
period.
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;
-6-
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
June 30, 2011. See ?Note 3. Fair Value Measurements.?
Net Income/(Loss) Per Unit of Limited Partnership Interest
Net income/(loss) 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 (173,421 for the three and six
months ended June 30, 2011, and 177,858 for the three and six months ended
June 30, 2010) during the period then ended.
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 of the Partnership (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 it 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 June 30, 2011, an aggregate of
8,193 Units had been repurchased by the Partnership at an approximate average
price of $101.03 per Unit pursuant to the Redemption Offer.
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. Correspondingly, no provisions for federal, state and
local income taxes are included in the financial statements.
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.
-7-
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 June 30, 2011:
Fair Value Measurement
---------------------------------
Level 1 Level 2 Level 3 Total
---------- --------- --------- ----------
Available for Sale Securities $1,687,125 $ - $ - $1,687,125
Short-Term Investment ? CD 246,866 - - 246,866
---------- --------- --------- ----------
Total $1,933,991 $ - $ - $1,933,991
========== ========= ========= ==========
The Partnership recorded an unrealized loss of $151,985 for the six
months ended June 30, 2011. The Partnership did not have any securities during
the six months ended June 30, 2010.
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 (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
for a section of the Sierra Property (including the new driveway). The
Adjacent Property has a minimum lease term of 15 years at an initial monthly
rent of $25,000, subject to increases every 60 months based on the Consumer
Price Index. Such an increase became effective on September 30, 2009, and the
Adjacent Property now pays monthly rent of approximately $28,400. 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.
In addition to the driveway, the Adjacent Property also leases
approximately 6,900 square feet of storage space at the Sierra Property and
pays rent of approximately $3,450 per month for such storage space.
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 Casino & Resort, Inc. (?Monarch?), the owner of the Adjacent Property.
He owned approximately 12.1% of Monarch?s outstanding common stock as of June
30, 2011.
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.
-8-
Compensation of the General Partner
The General Partner is the manager of the Sierra Property. The General
Partner received $17,396 and $33,162 for the six months ended June 30, 2011
and 2010, 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 Partnership's Second
Amended and Restated Agreement of Limited Partnership (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, the General Partner was
allocated net income of $51,404 for the six months ended June 30, 2011 and net
income of $804 for the six months ended June 30, 2010. During the second
quarter of 2011, the Partnership expensed an additional $61,809 payable to the
General Partner for its services in connection with the RTC?s purchase of a
portion of the Sierra Property.
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 other services rendered as well.
NOTE 5. REAL ESTATE
The Partnership's real estate is summarized as follows:
June 30, 2011 December 31, 2010
------------------ -----------------
Land........................... $ 3,198,574 $ 3,198,574
Less land taken by condemnation (117,483) -
------------------ -----------------
3,081,091 3,198,574
------------------ -----------------
Building and improvements...... 12,069,070 12,069,070
Buildings ? suspense........... (738,611) -
------------------ -----------------
14,411,550 15,267,644
------------------ -----------------
Accumulated depreciation....... (3,744,780) (3,551,252)
Accumulated depreciation ? suspense 195,659
------------------ -----------------
$ 10,862,429 $ 11,716,392
================== =================
On June 8, 2011, the Partnership reached final agreement (the
?Agreement?) with and sold to the Regional Transportation Commission (the
?RTC?) a portion of the Sierra Property for the purpose of 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. Under the terms of the Agreement, the RTC paid the Partnership
$2,731,787 ($2,743,730 less $11,943 for legal and administrative expenses
incurred with the sale) for causing demolition of up to 15,800 square feet of
the Sierra Property?s buildings, the RTC?s acquisition of 25,306 square feet
of the Sierra Property?s land and 10,026 square feet of utility easement. The
RTC paid the Partnership an additional $346,700 for relocation and demolition
costs related to the Sierra Property?s buildings and improvements. As a result
of the Agreement, the Partnership allocated approximately $117,483 of the
RTC?s payments to the Sierra Property?s land book value and placed
-9-
approximately $542,952 ($738,611 less accumulated depreciation of $195,659)
into suspense for the portion of the Sierra Property?s buildings that could be
demolished. The Partnership recorded a gain on asset condemnation of
$2,071,352.
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
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 bore a 1.50% upfront fee and a 2.00% annual non-
usage fee payable to the Partnership. The Second Facility bears 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
June 30, 2011, the Second Facility had been fully drawn on, and approximately
$24.5 million of the term loan of the First Facility had 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. As of June 30,
2011, $1,841,123 was drawn and recorded in Notes Receivable.
-10-
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.
ITEM 2 ? MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The matters discussed in this Form 10-Q contain certain forward-looking
statements and involve risks and uncertainties. Biggest Little Investments,
L.P. (the "Partnership") could be 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 Marketplace Shopping Center (the ?Sierra Property?) 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 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 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.
Maxum LLC is the Partnership?s general partner (the ?General Partner?).
This item should be read in conjunction with the financial statements and
other items contained elsewhere in the report.
Recent Events
On June 8, 2011, the Partnership reached final agreement (the
?Agreement?) with and sold to the Regional Transportation Commission (the
?RTC?) a portion of the Sierra Property for the purpose of widening a section
of Moana Lane (the ?Widening Project?), a main thoroughfare in Reno, Nevada on
which the Sierra Property is located. The Widening Project will expand Moana
Lane from four to six lanes. Under the terms of the Agreement, the RTC paid
the Partnership $2,731,787 ($2,743,730 less reimbursement of $11,943 for legal
and administrative expenses incurred with the sale) for causing demolition of
up to 15,800 square feet of the Sierra Property?s buildings, the RTC?s
acquisition of 25,306 square feet of the Sierra Property?s land and 10,026
square feet of utility easement. The RTC paid the Partnership an additional
$346,700 for relocation and demolition costs related to the Sierra Property?s
buildings and improvements. As a result of the Agreement, the Partnership
allocated approximately $117,483 of the RTC?s payments to the Sierra
Property?s land book value and placed approximately $542,952 ($738,611 less
accumulated depreciation of $195,659) into suspense for the portion of the
Sierra Property?s buildings that could be demolished. The Partnership recorded
a gain on asset condemnation of $2,071,352.
On August 31, 2009, the Partnership initiated an offer enabling the
Partnership?s limited partners to sell their units of limited partnership
interest in the Partnership (the ?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
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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 June 30, 2011, an aggregate of 8,193 Units had been
repurchased by the Partnership pursuant to the Redemption Offer.
Liquidity and Capital Resources
The Partnership's level of liquidity based on cash and cash equivalents
increased by $2,045,951 to $6,105,321 during the six months ended June 30,
2011 as compared to December 31, 2010. The increase was due primarily to
approximately $3,090,430 in cash received in connection with the Widening
Project that was partially offset by cash used for the payment and prepayment
for Units to limited partners pursuant to the Repurchase Program, as well as
the purchase of securities of publicly traded companies. The Partnership is
permitted to purchase such securities pursuant to its Second Amended and
Restated Agreement of Limited Partnership. Cash and cash equivalents are
invested in short-term instruments and are expected to be sufficient to pay
administrative expenses during the term of the Partnership.
None of the recently issued accounting standards had an effect on the
Partnership?s financial statements.
Real Estate Market
The Partnership's sole fixed asset as of June 30, 2011, was the Sierra
Property, which currently has a vacancy rate of approximately 78% based on
leasable square footage. The ongoing softness in the overall economy has hurt
the retail sector, thus making it difficult to locate new tenants for the
Sierra Property. Also, in the past few years, the Sierra Property has lost all
three of its original anchor tenants and has not been able to locate new
anchor tenants with similar lease terms. One of the anchor tenant spaces 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. The other two anchor tenant spaces are vacant.
The Partnership continues to market the Sierra Property to potential
tenants.
There can be no assurances that the Partnership's efforts to increase the
Sierra Property's occupancy will be successful.
Results of Operations
COMPARISON OF OPERATING RESULTS FOR THE THREE-MONTH PERIODS ENDED JUNE 30,
2011 AND 2010.
The Partnership earned net income of $2,053,018 for the three-month
period ended June 30, 2011, versus a net income of $42,942 for the same period
in 2010. The increase was due mainly to a gain from compensation in connection
with the Widening Project. This gain was partially offset by an approximate
$102,321 loss from operations. Revenues, not including interest income from
the Credit Facility, decreased by $25,078 to $237,063 for the quarter ended
June 30, 2011 as compared to the same period in 2010. The decrease in revenues
is due to lower rental income from fewer tenants at the Sierra Property during
the second quarter of 2011 as compared to the same period in the prior year,
partially offset by fee and other income primarily due to fees earned from the
Partnership?s participation in the Credit Facility.
Costs and expenses increased to $339,384 for the three-month period ended
June 30, 2011, as compared to $235,551 for the same period in the prior year
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due to increases in operating costs and management fees. Operating expenses
increased by $48,114 mainly due to an overall increase in costs to maintain
the Sierra Property. Management fees increased to $79,204 during the second
quarter of 2011 compared to $16,662 for the same period in 2010 due to a one-
time fee payable by the Partnership to the General Partner as compensation for
its services in connection with the Widening Project. General and
administrative expenses decreased by $6,823 primarily as a result of lower bad
debt expense in the second quarter of 2011, partially offset by increases in
payroll, mailing and legal expenses. Depreciation expense was unchanged. The
Partnership also incurred an unrealized loss of $61,925 from its holdings of
various securities during the second quarter of 2011. The Partnership did not
own any securities during the second quarter of 2010.
COMPARISON OF OPERATING RESULTS FOR THE SIX-MONTH PERIODS ENDED JUNE 30, 2011
AND 2010.
The Partnership earned net income of $2,056,179 for the six-month period
ended June 30, 2011, versus net income of $32,146 for the same period in 2010.
The increase was due mainly to a gain from compensation due to condemnation
from the Widening Project. Revenues, not including interest income from the
Credit Facility, decreased by $52,985 to $475,172 for the six months ended
June 30, 2011 as compared to the same period in 2010. The decrease in revenues
is due to lower rental income from fewer tenants at the Sierra Property during
the first six months of 2011 as compared to the same period in the prior year,
partially offset by fee income from the Partnership?s participation in the
Credit Facility.
Costs and expenses increased by $104,893 to $637,843 for the six-month
period ended June 30, 2011, as compared to $532,950 for the same period in the
prior year. Operating expenses increased by $53,969 mainly due to an overall
increase in costs to maintain the Sierra Property. General and administrative
expenses decreased by $13,772 as a result of lower bad debt expense in the
2010 six-month period. Management fees increased to $97,858 during the first
six months of 2011 compared to $33,162 for the same period in 2010 due to a
one-time fee paid by the Partnership to the General Partner as compensation
for its services in connection with the Widening Project. Depreciation expense
was unchanged. The Partnership also incurred an unrealized loss of $149,306
from its holdings of various securities during the first six months of 2011.
The Partnership did not own any securities during the first six months of
2010.
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 Sierra 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 potential renovation and/or redevelopment.
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
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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 the six months ended June 30, 2011 or 2010. See
?Notes to Financial Statements ? Note 5. Real Estate.?
ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 4 - 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 the Partnership?s management,
including its principal executive and financial officer, as appropriate, to
allow timely decisions regarding required disclosure.
Based on an evaluation under the supervision and with the participation
of the Partnership?s management, its principal executive and financial officer
has concluded that the Partnership?s disclosure controls and procedures as
defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act were effective
as of June 30, 2011 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 the Partnership?s management, including its principal
executive and financial officer, as appropriate to allow timely decisions
regarding required disclosure.
There were no changes in the Partnership?s internal control over
financial reporting during the quarter ended June 30, 2011 that materially
affected, or are reasonably likely to materially affect, the Partnership?s
internal control over financial reporting.
PART II ? OTHER INFORMATION
ITEM 6 ? EXHIBITS
Exhibits required by Item 601 of Regulation S-K are filed herewith and
are listed in the attached exhibit index.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BIGGEST LITTLE INVESTMENTS L.P.
BY: MAXUM LLC
Its General Partner
BY: /S/ BEN FARAHI
-------------------
Ben Farahi
Manager
DATE: 08/12/2011
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BIGGEST LITTLE INVESTMENTS, L.P.
FORM 10-Q JUNE 30, 2011
Exhibit Index
Exhibit Page No.
------- --------
31.1 Certification pursuant to Section 302 of the Sarbanes-
Oxley Act of 2002. 17
32.1 Certification pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002. 18
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EXHIBIT 31.1
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Ben Farahi, certify that:
1. I have reviewed this quarterly report on Form 10-Q 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)) 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 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: 08/12/11
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EXHIBIT 32.1
BIGGEST LITTLE INVESTMENTS L.P.
FORM 10-Q JUNE 30, 2011
CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Biggest Little Investments
L.P. (the "Partnership") on Form 10-Q for the fiscal quarter ended June 30,
2011, as filed with the Securities and Exchange Commission on the date hereof
(the "Report"), the undersigned, in the capacity 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: August 12, 2011
/s/ BEN FARAHI
--------------
Ben Farahi
Manager of the General Partner
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