UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the Fiscal Year Ended Commission File
December 31, 1999 Number 0-16856
RESOURCES ACCRUED MORTGAGE INVESTORS 2 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 (IRS Employer
of incorporation or organization) Identification No.)
5 Cambridge Center 9th Floor, Cambridge, MA 02142
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 617-234-3000
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Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
UNITS OF LIMITED PARTNERSHIP INTEREST
Indicate by check mark whether 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 and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO
There is no public market for the Limited Partnership Units. Accordingly,
information with respect to the aggregate market value of Limited Partnership
Units held by non-affiliates of Registrant has not been supplied.
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K [X].
Documents Incorporated by Reference
None
Exhibit Index: page 33
PART I
Item 1. Business
General
Resources Accrued Mortgage Investors 2, L.P. (the "Registrant"), formerly
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. The general partners of the Registrant are RAM
Funding Inc. (the "Managing General Partner"), and Presidio AGP Corp. (the
"Associate General Partner"). The Associate General Partner and the Managing
General Partner are collectively referred to herein as the "General Partners".
The General Partners are all ultimately wholly-owned subsidiaries of Presidio
Capital Corporation, a British Virgin Islands corporation ("Presidio"). See
"Management/Employees" below.
In 1988, the Registrant sold, pursuant to a registration statement filed with
the Securities Exchange Commission, 187,919 units of limited partnership
interest (the "Units") for gross proceeds aggregating $46,979,750. Pursuant to
the terms of the Registrant's partnership agreement, any subscription proceeds
not invested by April 12, 1990 where required to be returned to the investors.
At April 12, 1990, the Registrant had not invested $18,405,847 of the original
gross proceeds. Accordingly, such amount was returned to the investors.
The principal business of the Registrant is and has been to invest primarily in
"zero coupon" first and junior mortgage loans ("Mortgage Loans") on properties
owned or acquired principally by privately and publicly syndicated limited
partnerships originally sponsored by affiliates of Integrated Resources, Inc.
("Integrated"), the original owner of the Managing General Partner. The Mortgage
Loans had original terms of approximately twelve years with all interest and
principal due and payable at the maturity or prepayment of the Mortgage Loan.
See "Investments of Registrant" below.
Management/Employees
Registrant does not have any employees. The business of the Registrant is
managed by the General Partners, their affiliates and agents. Through November
2, 1994, the Managing General Partner was a wholly-owned subsidiary of
Integrated. On November 3, 1994, as a result of the consummation of the
reorganization plan relating to Integrated's bankruptcy, indirect ownership of
the Managing General Partner and the Corporate General Partner was purchased by
Presidio. Further, on February 28, 1995, the Associate General Partner replaced
Z Square G Partners II as the associate general partner of Registrant. As a
result, all of the General Partners became ultimately wholly-owned by Presidio.
Presidio, in turn, is controlled by NorthStar Capital Investment Corp., a
Maryland corporation ("NorthStar").
Presidio previously retained Wexford Management LLC ("Wexford") to provide
consulting and administrative services to Presidio and its affiliates, including
the General Partners and Registrant. The agreement with Wexford expired on May
3, 1998 at which time Presidio entered into a management agreement with
NorthStar Presidio Management Company, LLC ("NorthStar Presidio"). Under the
terms of the management agreement, NorthStar Presidio provided the day-to-day
management of Presidio and its direct and indirect subsidiaries and affiliates.
On October 21, 1999, Presidio entered into a Services Agreement with AP-PCC III,
L.P. (the "Agent") pursuant to which the Agent was retained to provide asset
management and investor relation services to Registrant and other entities
affiliated with Registrant.
As a result of this agreement, the Agent has the duty to direct the day to day
affairs of Registrant, including, without limitation, reviewing and analyzing
potential sale, financing or restructuring proposals regarding the Registrant's
assets, preparation of all reports, maintaining records and maintaining bank
accounts of Registrant. The Agent is not permitted, however, without the consent
of Presidio, or as otherwise required under the terms of the Limited Partnership
Agreement to, among other things, cause Registrant to sell or acquire an asset
or file for bankruptcy protection.
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In order to facilitate the Agent's provision of the asset management services
and the investor relation services, effective October 25, 1999, the officers and
directors of the General Partners resigned and nominees of the Agent were
elected as the officers and directors of the General Partners. The Agent is an
affiliate of Winthrop Financial Associates, a Boston based company that provides
asset management services, investor relation services and property management
services to over 150 limited partnerships which own commercial property and
other assets. The General Partners do not believe this transaction will have a
material effect on the operations of Registrant.
Investments of Registrant
Registrant originally invested 100% of the non-returned portion of its net
proceeds in four Mortgage Loans in the original amount of $23,323,513, including
interest of $23,513, one of which is still outstanding at December 31, 1999. In
June 1992, the senior mortgage lender on one of Registrant's investments, the
Promenade Loan, foreclosed on the property securing its loan and Registrant lost
its entire investment. During 1999, Registrant received proceeds in settlement
of the Harborista and Twin Oak loans. As of March 1, 2000, Registrant had an
investment in one remaining Mortgage Loan in the original amount of $6,500,000.
All interest and principal is due and payable at maturity and there are no
current payments due. Following is a description of the status of Registrant's
investments:
For the years ended December 31, 1999, 1998 and 1997, the percentage of
Registrant's revenue attributable to interest on short-term investments was
67.85%, 86.16% and 88.0%, respectively.
a. Sierra Marketplace Loan
On February 10, 1989, Registrant made a $6,500,000 first Mortgage Loan (the
"Sierra Loan") to High Cash Partners, L.P. (the "Sierra Borrower"), a public
limited partnership originally sponsored by Integrated. The Sierra Loan is
secured by a shopping center commonly known as the Sierra Marketplace located in
Reno, Nevada (the "Sierra Property"). The Sierra Property consists of
approximately 233,000 square feet of net rentable area. The shopping center
occupies 18.67 acres, consisting of two main buildings and three anchor tenant
buildings with surface parking for 1,184 automobiles.
The Sierra Loan bears interest at a rate of 11.22% per annum, compounded monthly
and is due on February 28, 2001, at which time a balloon payment of $24,966,653,
together with additional interest (as described below) if any, will be due and
payable. Under the terms of the Sierra Loan, the Sierra Borrower must provide,
on request, a current appraisal of the Sierra Property. If the sum of (i) the
principal balance of the Sierra Loan plus all other then outstanding
indebtedness secured by the Sierra Property plus (ii) all accrued and unpaid
interest in excess of 5% per annum of the principal balance of such mortgages,
exceed 85% of the current appraised value, the Sierra Borrower shall be
immediately obligated to pay such excess. In the event that such excess becomes
due, the Sierra Borrower may not have sufficient liquidity to satisfy its
obligation to Registrant. The Sierra Borrower could be forced to sell its
property or seek other relief, including protection under the bankruptcy laws.
In 1997, the Managing General Partner prepared a valuation of the Property and
based on that valuation, no additional amounts are presently due. However, it
appears likely that the Sierra loan could accrue to a value in excess of the
property's market value.
Registrant is entitled to additional interest equivalent to 23.9% of the
appreciation in the value of the Sierra Property after payment of a specified
return to the Sierra Borrower. The maximum annual rate of interest, including
the additional interest, cannot exceed 16% compounded annually. It is unlikely
that Registrant will realize any additional interest from the appreciation of
the property.
During the first quarter of 1997, the Sierra Borrower wrote the Sierra Property
down on its books to what its management believed to be its estimated fair
market value of $15,875,000. The Managing General Partner performed its own
evaluation and determined that this estimate was a fair representation of the
property value at that time. The balance of the Sierra Loan at December 31, 1996
was approximately $15,979,000 and it was unlikely that any additional interest
accrued on the Sierra Loan would ultimately be recovered from the value of the
underlying property. Consequently, as of January 1, 1997, Registrant ceased
accruing interest on the Sierra Loan.
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The total amount, including fees, allocated to the Sierra Loan from the gross
proceeds of Registrant's offering was $7,715,134 including payment to the
Managing General Partner of a mortgage placement fee of $385,757.
b. Harborista Loan
On February 13, 1989, Registrant made a second Mortgage Loan (the "Harborista
Loan") to Harborista Associates L.P. (the "Harborista Borrower"), a private
limited partnership originally sponsored by Integrated, in the original
principal amount of $10,000,000. The Harborista Loan was secured by an office
building commonly known as the Harbor Plaza, located in Boston, Massachusetts
("Harbor Plaza"). Harbor Plaza consists of a 13-story office building on .88
acres containing approximately 334,000 square feet of rentable space, located in
the Fort Point Channel section of downtown Boston. Harbor Plaza was 100% leased
pursuant to a master net lease (the "Master Lease") which, subject to a right of
early termination by the Harborista Borrower, expired on November 30, 1998. On
March 30, 1999, Registrant sold its interest in the Harborista Loan for net
proceeds of approximately $800,000.
The Harborista Loan bore interest at a rate of 13.307% per annum, compounded
monthly and was originally due on December 1, 1998 at which time a balloon
payment of $36,568,146 would have been payable.
The total amount, including fees, allocated to the loan from the gross proceeds
of Registrant's offering was $11,897,345 including payment to the Managing
General Partner of a mortgage placement fee of $594,867.
During 1993, management determined that interest on the Harborista Loan should
cease to accrue and that an allowance for loan losses was necessary for the
entire carrying value of the Harborista Loan which, at that time, was
$10,618,380.
Harbor Plaza was also encumbered by a first mortgage loan (the "First Mortgage")
in the original amount of $24,475,000. The First Mortgage was due to mature on
December 1, 1995, but was extended until January 1, 1999. On February 9, 1999,
the holder of the First Mortgage filed a motion for foreclosure of the First
Mortgage and a foreclosure sale was scheduled to be held in March 1999.
During the latter part of 1998 and continuing into 1999 Registrant attempted to
arrange for financing in order to satisfy the First Mortgage and protect
Registrant's interest in Harbor Plaza. Registrant was unable to obtain financing
and, on March 29, 1999, Registrant sold its interest in the Harborista Loan to
the holder of the First Mortgage for gross proceeds of $1,000,000, exclusive of
legal and other costs related to the transaction of approximately $200,000.
Following its acquisition of the Harborista Loan, the holder of the First
Mortgage foreclosed on its interests in the two mortgages and acquired Harbor
Plaza. On March 29, 1999, the holder of the First Mortgage entered into an
agreement with Charbird Enterprises LLC ("Charbird"), an affiliate of Northstar
and the General Partners, for the performance of services in connection with the
marketing of Harbor Plaza. Charbird assigned to Northstar its right to receive a
substantial portion of amounts paid under the agreement and Northstar agreed to
indemnify Charbird for any liabilities under the agreement. Harbor Plaza was
sold in December 1999 for approximately $50,500,000. Charbird received a fee of
$14,050,884 under the agreement, $12,645,796 of which was paid to Northstar.
c. Twin Oak Loan
Registrant held a $1,200,000 second Mortgage Loan (the "Twin Oak Loan") made to
Twin Oak Plaza Associates (the "Twin Oak Borrower"), a limited partnership
originally sponsored by Integrated, which was secured by the Twin Oak Shopping
Center, located in Fort Lauderdale, Florida (the "Twin Oak Property"). The Twin
Oak Property is a 113,217 square foot community retail shopping center which
includes a 15,000 square foot addition built by the Twin Oak Borrower.
I-3
The Twin Oak Property was also encumbered by a first mortgage in the original
amount of $4,250,000, held by Southern Life Assurance Company (the "Southern
Life Mortgage"). The Southern Life Mortgage bore interest at a rate of 10% per
annum plus contingent interest, and was payable in 119 equal monthly
installments of $36,550. The maturity date of the Southern Life Mortgage,
originally July 1, 1993, was extended by three years to July 1, 1996. The terms
and conditions of the extension were essentially the same as the original loan.
During October 1997, the Twin Oak borrower and its first mortgage lender
formally agreed to extend the maturity date to July 1, 1998. It was the
intention of the Twin Oak General Partners to sell the property prior to the
July 1, 1998 extended maturity date.
During the year ended 1996, a provision of loan losses of $1,515,0000 was
recorded on the Twin Oak loan. A $400,000 allowance for loan losses was recorded
during 1998 to reduce the carrying value of the loan to the estimated amount
anticipated to be received by the Partnership under the terms outlined in this
new contract.
The property was marketed for sale during the first and second quarters of 1998,
and Twin Oak entered into a formal contract of sale ("Contract #1") in May of
1998. The purchaser failed to perform on Contract #1 in August of 1998. The
property was again marketed for sale. During this period, the Southern Life
Mortgage matured on July 1, and was not repaid. On October 20, 1998, a formal
agreement was executed in which the first mortgage lender again agreed to extend
the maturity of the loan to July 1, 1999 in exchange for a modification to the
interest rate and payment of an extension fee. On October 15, 1998, a new
contract for sale was executed.
On March 1, 1999, the Twin Oak Property was sold for a gross purchase price of
approximately $4,150,000 (subject to customary adjustments at closing). The Twin
Oak Borrower used the proceeds from the sale to repay the first mortgage to
Southern Life Mortgage and on May 5, 1999, Registrant received approximately
$237,000 representing the carrying value of the Twin Oak Loan. During December,
1999, Registrant received an additional $99,156 representing residual proceeds
from the Twin Oak sale and recorded such amount as additional loan loss recovery
in 1999.
Item 2. Properties
None.
Item 3. Legal Proceedings
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
I-4
PART II
Item 5. Market for Registrant's Securities and Related Security Holder
Matters
There is no established public trading market for the Units of Registrant.
There are restrictions set forth in the Partnership Agreement, which may limit
the ability of a limited partner to transfer units. Such restrictions could
impair the ability of a limited partner to liquidate its investment in the event
of an emergency or for any other reason.
As of March 1, 2000 there were approximately 3,556 holders of Units of
Registrant, owning an aggregate of 187,919 Units (including Units held by the
initial limited partner).
There are no material legal restrictions set forth in the Partnership Agreement
upon Registrant's present or future ability to make distributions. No
distributions were made in 1999, 1998 and 1997. No distributions from cash flow
are anticipated to be made in as much as all payments due from borrowers under
the Mortgage Loans are deferred and payable upon maturity or prepayment of the
respective Mortgage Loans. Where deemed appropriate, the Managing General
Partner will consider accepting prepayments on a negotiated basis.
Item 6. Selected Financial Data.
Year ended December 31,
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1999 1998 1997 1996 1995
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Revenues $ 256,051 $ 168,888 $ 165,064 $ 1,794,213 $ 1,946,240
Net Income $ 264,554 $ 481,315(2) $ 72,682 $ 123,888(1) $ 1,765,545
Net Income
Per Unit $ 1.37 $ 2.5 (2) $ .38 $ .64(1) $ 9.16
Total Assets $ 20,288,723 $ 20,019,207 $ 19,537,040 $ 19,501,016 $ 19,346,908
Total Partner's
Equity $ 20,188,769 $ 19,924,215 $ 19,442,900 $ 19,370,218 $ 19,246,300
(1) Net of provision for loan losses of $1,515,000 or $7.86 per Unit.
(2) Net of provision for loan losses of $400,000 or $2.08 per Unit on the
Twin Oak loan and recovery of loan losses of $800,000 or $4.15 per unit on
the Harborista loan.
II-1
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The matters discussed in this Form 10-K contain certain forward-looking
statements and involve risks and uncertainties (including changing market
conditions, competitive and regulatory matters, etc.) detailed in the
disclosures contained in this Form 10-K and the other 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,
does not take into account the effects of any changes to the Partnership's
operations. Accordingly, actual results could differ materially from those
projected in the forward-looking statements as a result of a number of factors,
including those identified herein.
Liquidity and Capital Resources
Registrant has invested the net proceeds of its public offering in "zero coupon"
first and junior mortgage loans secured by properties owned principally by
privately and publicly syndicated limited partnerships originally sponsored by
affiliates of Integrated. The initial admission of limited partners occurred on
June 1, 1988 and as of the termination of its offering on September 20, 1989
Registrant had raised gross proceeds of $46,979,750. Since all gross proceeds
that were raised had not been invested or committed for investment, Registrant
was obligated under the terms of the Prospectus to return such uninvested funds.
The Managing General Partner distributed these proceeds in the amount of
$19,263,445 (including interest of $857,598) in August 1990. This represented a
return of capital of $90.06 per unit and an allocation of interest earned on
uninvested gross proceeds, ranging from $6.42 per unit to $17.90 per unit
depending on the date of admission. Additionally, Registrant made a second
related distribution of $606,978, or $3.23 per unit, on October 30, 1990.
Registrant had originally invested in four Mortgage Loans aggregating
approximately $23,300,000 in principal. In June, 1992 Registrant lost its
investment in the Promenade Loan which represented original loan proceeds of
$5,600,000 leaving an aggregate of original investments of approximately
$17,700,000.
During October 1997, the Twin Oak Borrower and the first mortgage lender agreed
to extend the maturity date of the Twin Oak Loan until July 1, 1998. It was the
intention of the general partners of the Twin Oak Borrower to sell the property
prior to the July 1, 1998 extended maturity date. Registrant agreed to consent
on the condition that the Twin Oak Borrower either refinance both the first and
Registrant's mortgage, or give Registrant a deed-in-lieu of foreclosure to the
Twin Oak property. On October 20, 1998, a formal agreement was executed in which
the first mortgage lender again agreed to extend the maturity of the loan to
July 1, 1999 in exchange for a modification to the interest rate and payment of
an extension fee.
On March 1, 1999, the Twin Oak Property was sold for a gross purchase price of
approximately $4,150,000 (subject to customary adjustments at closing). The Twin
Oak Borrower used the proceeds from the sale to repay the first mortgage to
Southern Life Mortgage on May 5, 1999, Registrant received approximately
$237,000 representing the carrying value of the Twin Oak Loan.
On March 30, 1999, Registrant sold its interest in the Harborista Loan to 470
Atlantic for gross proceeds of approximately $1,000,000, exclusive of legal and
other costs related to the transaction of approximately $200,000. Accordingly,
Registrant recorded $800,000 of recovery of loan losses with respect to the sale
of this loan as of December 31, 1998.
Registrant had $4,276,843 of cash and cash equivalents at December 31, 1999,
compared to $2,992,413 at December 31, 1998. The $1,284,430 increase in cash and
cash equivalents at December 31, 1999 compared to December 31, 1998 was due to
$148,596 of cash provided by operations and $1,135,834 of cash provided by
investing activities. Cash provided by investing activities included $800,000
from the sale of the Harborista Loan and $335,834 from the repayment of the Twin
Oak Loan.
Registrant uses working capital reserves provided from the proceeds of its
public offering and subsequent settlement amounts, and interest earned thereon
as its primary measure of liquidity. Registrant did not anticipate making any
distributions from cash flow during its first 8 to 12 years of operations, or
until such
II-2
time as the Mortgage Loans mature or are prepaid. Working capital reserves are
invested in short-term instruments and are expected to be sufficient to pay
administrative expenses during the term of Registrant. As of December 31, 1999,
Registrant had net working capital reserves of approximately $4,209,000.
Except as discussed above, management is not aware of any other known trends,
events, commitments, or uncertainties that will have a significant impact on
liquidity.
Real Estate Market
The real estate market in Reno, Nevada has begun to recover from the effects of
the recession which included a substantial decline in the market value of
existing properties. However, due to increased competition from newly
constructed retail properties, Registrant's potential for realizing the full
value of its investment in Sierra Marketplace is considered unlikely.
Allowance for Loan Losses
An allowance for loan losses is established based upon a periodic review of each
of the mortgage loans in Registrant's portfolio. In performing the review,
management considers the estimated net realizable value of the property or
collateral as well as other factors, such as the current occupancy, the amount
and status of senior debt, if any, the prospects for the property and the
economic situation in the region where the property is located. Because this
determination of net realizable value is based upon projection of future
economic events which are inherently subjective, the amounts ultimately realized
at disposition may differ materially from the carrying values as of December 31,
1999.
A $300,000 allowance for loan losses was recorded on the Twin Oak Loan for the
quarter ended September 30, 1998 and an additional $100,000 allowance for loan
losses was recorded at December 31, 1998 to reduce the carrying value of the
loan to approximately $237,000, which was the amount received by Registrant.
The allowance is inherently subjective and is based on management's best
estimate of current conditions and assumptions about expected future conditions.
Registrant may provide additional losses in subsequent years and such provisions
could be material.
Year 2000 compliance
The Year 2000 compliance issue concerns the inability of computerized
information systems and programs to accurately calculate, store or use a date
after December 31, 1999, as a result of the year being stored as a two digit
number. This could result in system failure or miscalculations causing
disruptions of operations, including, among other things, a temporary inability
to process transactions, send invoices, or engage in similar normal business
activities. Registrant is dependent upon the General Partner and its affiliates
for management and administrative services.
During the third quarter of 1999, the General Partner and its affiliates
completed their assessment of computer systems used in connection with the
management of Registrant. The General Partner and its affiliates have completed
upgrading those systems where required. Registrant has to date not borne, nor is
it expected that Registrant will bear, any significant costs in connection with
the upgrade of those systems requiring remediation.
Results of Operations
1999 as compared to 1998
Registrant generated net income of $264,554 for the year ended December 31,
1999, as compared to net income of $481,315 for the year ended December 31,
1998. The decrease in net income was due primarily to 1998 result including
$400,000 of net loan loss recovery.
II-3
Revenues increased in 1999 to $256,051 from 168,888 in 1998 or an increase of
$87,163. The increase was the results of increased investment interest of
$28,218 and other income increase of $58,945.
General and administrative expenses remained relatively constant in 1999 at
$90,653 compared to $87,573 in 1998 or an increase of $3,080.
Recovery of loan losses in 1999 was $95,156 from the Twin Oaks property sale
compared to $800,000 in 1998 from the Harborista loan sale. The decrease from
1998 was partially offset by 1998 incurring $400,000 of loan losses for the Twin
Oaks loan in 1998.
1998 as compared to 1997
Net income increased for the year ended December 31, 1998 compared to 1997. The
increase was primarily due to the recognition of recovery of loan losses
recorded on the second mortgage loan relating to the Harborista Loan and a
slight decrease in general and administrative expenses offset by the additional
provisions for loan losses recorded on the second mortgage relating to the Twin
Oak Loan.
Revenue increased slightly in 1998 as compared to the same period in 1997
primarily due to an increase in other income.
Costs and expenses decreased for the year ended December 31, 1998 as compared to
the year ended December 31, 1997. The decrease was due to the recovery of loan
losses recorded on the Harborista loan and a slight decrease in general and
administrative expenses offset by the provisions for loan losses recorded in
1998 on the Twin Oak Loan, while no allowance was recorded in 1997. General and
administrative expenses decreased primarily due to a decrease in legal and
investor relations cost.
Item 7a. Quantitative and Qualitative Disclosure About Market Risk
Not applicable
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Item 8. Financial Statements and Supplementary Data
RESOURCES ACCRUED MORTGAGE INVESTORS 2 L.P.
FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999, 1998, AND 1997
INDEX
Page
Number
Independent Auditor's Report F - 1
Financial Statements - Years ended
December 31, 1999, 1998 and 1997
Balance sheets F - 2
Statements of income F - 3
Statement of partners' equity F - 4
Statements of cash flows F - 5
Notes to financial statements F - 6 through F - 15
All financial statement schedules are omitted because they are not applicable or
the required information is shown in the financial statements or notes thereto.
II-5
To the Partners of
Resources Accrued Mortgage Investors 2 L.P.
Cambridge, Massachusetts
INDEPENDENT AUDITOR'S REPORT
We have audited the accompanying balance sheets of Resources Accrued Mortgage
Investors 2 L.P. (a limited partnership) as of December 31, 1999 and 1998, and
the related statements of income, partners' equity and cash flows for each of
the three years in the period ended December 31, 1999. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
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 Resources Accrued Mortgage
Investors 2 L.P. as of December 31, 1999 and 1998, and the results of its
operations and its cash flows for each of the three years in the period ended
December 31, 1999 in conformity with generally accepted accounting principles.
/s/ Hays & Company
March 15, 2000
New York, New York
RESOURCES ACCRUED MORTGAGE INVESTORS 2 L.P.
BALANCE SHEETS
December 31,
------------------------------
1999 1998
------------- -------------
ASSETS
Investments in mortgage loans (net of allowance
for loan losses of $11,733,380 at December 31, 1998 $ 15,979,355 $ 17,016,033
Cash and cash equivalents 4,276,843 2,992,413
Other receivables 32,525 10,761
------------- -------------
$ 20,288,723 $ 20,019,207
============= =============
LIABILITIES AND PARTNERS' EQUITY
Liabilities
Accounts payable and accrued expenses $ 99,954 $ 94,992
------------- -------------
Commitments and contingencies (Notes 3, 4 and 5)
Partners' equity
Limited partners' equity (187,919 units issued
and outstanding) 19,684,075 19,426,135
General partners' equity 504,694 498,080
------------- -------------
Total partners' equity 20,188,769 19,924,215
------------- -------------
$ 20,288,723 $ 20,019,207
============= =============
See Notes to financial statements.
F-2
RESOURCES ACCRUED MORTGAGE INVESTORS 2 L.P.
STATEMENTS OF INCOME
Year ended December 31,
----------------------------------------------
1999 1998 1997
---------- ---------- ----------
Revenues
Short-term investment interest $ 173,731 $ 145,513 $ 145,249
Other income, principally transfer fees 82,320 23,375 19,815
---------- ---------- ----------
256,051 168,888 165,064
---------- ---------- ----------
Costs and expenses
General and administrative expenses 90,653 87,573 92,382
Recovery of loan losses (99,156) (800,000) -
Provision for loan losses - 400,000 -
---------- ---------- ----------
(8,503) (312,427) 92,382
---------- ---------- ----------
Net income $ 264,554 $ 481,315 $ 72,682
========== ========== ==========
Net income attributable to
Limited partners $ 257,940 $ 469,282 $ 70,865
General partners 6,614 12,033 1,817
---------- ---------- ----------
$ 264,554 $ 481,315 $ 72,682
========== ========== ==========
Net income per unit of limited partnership
interest (187,919 units outstanding) $ 1.37 $ 2.50 $ .38
========== ========== ==========
See Notes to financial statements.
F-3
RESOURCES ACCRUED MORTGAGE INVESTORS 2 L.P.
STATEMENT OF PARTNERS' EQUITY
YEARS ENDED DECEMBER 31, 1997, 1998 AND 1999
General Limited Total
Partners' Partners' Partners'
Equity Equity Equity
------------ ------------ ------------
Balance, January 1, 1997 $ 484,230 $ 18,885,988 $ 19,370,218
Net income - 1997 1,817 70,865 72,682
------------ ------------ ------------
Balance, December 31, 1997 486,047 18,956,853 19,442,900
Net income - 1998 12,033 469,282 481,315
------------ ------------ ------------
Balance, December 31, 1998 498,080 19,426,135 19,924,215
Net income - 1999 6,614 257,940 264,554
------------ ------------ ------------
Balance, December 31, 1999 $ 504,694 $ 19,684,075 $ 20,188,769
============ ============ ============
See Notes to financial statements.
F-4
RESOURCES ACCRUED MORTGAGE INVESTORS 2 L.P.
STATEMENTS OF CASH FLOWS
Year ended December 31,
-------------------------------------------------
INCREASE (DECREASE) IN CASH 1999 1998 1997
------------ ------------ ------------
AND CASH EQUIVALENTS
Cash flows from operating activities
Net income $ 264,554 $ 481,315 $ 72,682
Adjustments to reconcile net income to
net cash provided by operating activities
Recovery of loan losses (99,156) (800,000) -
Provision for loan losses - 400,000 -
Changes in operating assets and liabilities
Other receivables (21,764) 1,821 (683)
Accounts payable and accrued expenses 4,962 852 (36,658)
------------ ------------ ------------
Net cash provided by operating activities 148,596 83,988 35,341
------------ ------------ ------------
Cash flows from investing activities
Proceeds from sale of mortgage loan 800,000 - -
Mortgage loan payment received 335,834 - -
------------ ------------ ------------
Net cash provided by investing activities 1,135,834 - -
------------ ------------ ------------
Net increase in cash and cash equivalents 1,284,430 83,988 35,341
Cash and cash equivalents, beginning of year 2,992,413 2,908,425 2,873,084
------------ ------------ ------------
Cash and cash equivalents, end of year $ 4,276,843 $ 2,992,413 $ 2,908,425
============ ============ ============
See Notes to financial statements.
F-5
RESOURCES ACCRUED MORTGAGE INVESTORS 2 L.P.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
1 ORGANIZATION
Resources Accrued Mortgage Investors 2 L.P. (formerly Resources Accrued
Mortgage Investors L.P. - Series 87 and Resources Accrued Mortgage Investors
L.P. - Series 88), a Delaware limited partnership (the "Partnership"), was
formed in August 1986 under the Delaware Revised Uniform Limited Partnership
Law for the purpose of investing primarily in senior and junior accrued
interest mortgage loans on properties owned or acquired principally by
publicly or privately syndicated limited partnerships sponsored by
affiliates of Integrated Resources, Inc. ("Integrated"), the former parent
of the General Partners.
The Partnership originally offered 400,000 units of limited partnership
interest (the "Units") pursuant to the Prospectus dated April 12, 1988 (the
"Prospectus"). Since all gross proceeds that were raised had not been
invested or committed for investment, the Partnership was obligated, under
the terms of the Prospectus, to return such uninvested funds. The
Partnership distributed these funds in the amount of $19,263,445, including
interest of $857,598, in August, 1990. Additionally, the Partnership made a
second related distribution of $606,978 on October 30, 1990.
In August 1986, the Partnership admitted Resources Capital Corp. as the
Administrative General Partner; RAM Funding, Inc. as the Investment
General Partner; and Z Square G Partners II as the Associate General
Partner (collectively, the "General Partners"). In September, 1986, the
General Partners made capital contributions to the Partnership of $960,
$20, and $20, respectively. The General Partners were originally
entitled to receive 4.8%, .1% and .1%, respectively, of the Adjusted Cash
From Operations, Disposition Proceeds and Allocations of Net Income and
Loss, each as defined in the Prospectus. The initial limited partner was
admitted in August, 1986, and made a capital contribution of $2,500 for
ten Units. In May 1987, RAM Funding, Inc. purchased from Resources
Capital Corp. its 4.8% general partner interest in the Partnership for
$960. RAM Funding, Inc. then became the Managing General Partner of the
Partnership. All of the undertakings and responsibilities originally
assumed by Resources Capital Corp. were assumed by RAM Funding, Inc. as
the Managing General Partner. Integrated, the parent of the Managing
General Partner until November 3, 1994, agreed to such changes.
In December 1987, RAM Funding, Inc. and Z Square G Partners II reduced their
general partner interests from 4.9% and .1%, respectively, to 2.45% and
.05%, respectively; accordingly, RAM Funding, Inc. and Z Square G Partners
II were then entitled to receive 2.45% and .05%, respectively, of Adjusted
Cash From Operations, Disposition Proceeds and Allocations of Net Income and
Loss. In addition, the Limited Partners' interest in Adjusted Cash from
Operations, Disposition Proceeds and Allocations of Net Income and Loss had
increased from 95% to 97.5%.
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Investments in mortgage loans
The Partnership principally invested in "zero coupon" senior and junior
mortgage loans on properties owned or acquired by limited partnerships
originally sponsored by affiliates of the General Partners. These loans
generally contain provisions whereby the Partnership may be entitled to
additional interest represented by participation in the appreciation of the
underlying property.
F-6
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Investments in mortgage loans (continued)
The Partnership accounts for its investments in mortgage loans under the
following methods:
Investment method
Mortgage loans representing transactions in which the Partnership is
considered to have substantially the same risks and potential rewards as
the borrower are accounted for as investments in real estate rather than
as loans. Although the transactions are structured as loans, due to the
terms of the zero coupon mortgage, it is not readily determinable at
inception that the borrower will continue to maintain a minimum
investment in the property. Under this method of accounting, the
Partnership will recognize as revenue the lesser of the amount of
interest as contractually provided for in the mortgage loan, or its pro
rata share of the actual cash flow from operations of the underlying
property inclusive of depreciation and interest expense on any senior
indebtedness.
Interest method
Under this method of accounting, the Partnership recognizes revenue as
interest income over the term of the mortgage loan so as to produce a
constant periodic rate of return. Interest income will not be recognized
as revenue during periods where there are concerns about the ultimate
realization of the interest or loan principal.
Allowance for loan losses
An allowance for loan losses is established based upon a periodic review of
each of the mortgage loans in the Partnership's portfolio. In performing
this review, management considers the estimated net realizable value of the
mortgage loan or collateral as well as other factors, such as the current
occupancy, the amount and status of any senior debt, the prospects for the
property and the economic situation in the region where the property is
located. Because this determination of net realizable value is based upon
projections of future economic events which are inherently subjective, the
amounts ultimately realized at disposition may differ materially from the
carrying value at each year end.
The allowance is inherently subjective and is based upon management's best
estimate of current conditions and assumptions about expected future
conditions. The Partnership may provide for additional losses in subsequent
periods and such provisions could be material.
Financial statements
The financial statements include only those assets, liabilities and results
of operations which relate to the business of the Partnership.
F-7
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
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.
Substantially all of the Partnership's cash and cash equivalents are held at
one financial institution.
Fair value of financial instruments
The fair value of financial instruments is determined by reference to market
data and other valuation techniques as appropriate. The Partnership's
financial instruments include cash and cash equivalents and investments in
mortgage loans. Unless otherwise disclosed, the fair value of financial
instruments approximates their recorded values.
Net income per unit of limited partnership interest
Net income per unit of limited partnership interest is computed based upon
the number of units outstanding (187,919) during the year.
Income taxes
No provisions have been made for federal, state and local income taxes,
since they are the personal responsibility of the partners.
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 effect the income
tax liability of the individual partners.
Reclassifications
Certain reclassifications have been made to the financial statements shown
for the prior years in order to conform to the current year's
classifications.
Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
F-8
3 CONFLICTS OF INTEREST AND TRANSACTIONS WITH RELATED PARTIES
The Managing General Partner of the Partnership, RAM Funding, Inc., was
until November 3, 1994 a wholly-owned subsidiary of Integrated Resources,
Inc. ("Integrated"). On November 3, 1994, as a result of the consummation of
the reorganization plan relating to Integrated's bankruptcy, indirect
ownership of the Managing General Partner was purchased by Presidio Capital
Corp. ("Presidio"). As of February 28, 1995, the Associate General Partner
of the Partnership is Presidio AGP Corp. ("Presidio AGP"), a wholly-owned
subsidiary of Presidio, which replaced Z Square G Partners II, a New York
general partnership comprised of a general partnership and individuals who
were all former officers, directors and significant shareholders of
Integrated. The General Partners and certain affiliates of the General
Partners, are general partners in several other limited partnerships which
are also affiliated with Presidio, and which are engaged in businesses that
are, or may be in the future, in direct competition with the Partnership.
Subject to the rights of the Limited Partners under the Limited Partnership
Agreement, Presidio controls the Partnership through its indirect ownership
of the General Partners. On August 28, 1997, an affiliate of NorthStar
Capital Partners acquired all of the Class B shares of Presidio. This
acquisition, when aggregated with previous acquisitions, caused NorthStar
Capital Partners to acquire indirect control of the General Partners.
Effective July 31, 1998, Presidio is indirectly controlled by NorthStar
Capital Investment Corp. ("NorthStar"), a Maryland Corporation.
Presidio was also party to an Administrative Services Agreement with Wexford
Management LLC ("Wexford") pursuant to which Wexford was responsible for the
day-to-day management of Presidio and, among other things, had authority to
designate directors of the General Partners.
On November 2, 1997, the Administrative Services Agreement between Presidio
and Wexford expired. Effective November 3, 1997, Wexford and Presidio
entered into a new Administrative Services Agreement (the "ASA"), which
expired on May 3, 1998. Under the terms of the ASA, Wexford provided
consulting and administrative services to Presidio and its affiliates,
including the General Partners and the Partnership. Presidio also entered
into a management agreement with NorthStar Presidio Management Company LLC
("NorthStar Presidio"). Under the terms of the management agreement,
NorthStar Presidio provides the day-to-day management of Presidio and its
direct and indirect subsidiaries and affiliates. During the years ended
December 31, 1999 and 1998, the Partnership paid NorthStar Presidio $12,781
and $1,000, respectively, for management and administrative services
rendered.
Effective November 3, 1997, the officers and employees of Wexford that had
served as officers and/or directors of the General Partners tendered their
resignations. On the same date, The Board of Directors of Presidio appointed
new individuals to serve as officers and/or directors of the General
Partners.
On October 21, 1999, Presidio entered into a new Services Agreement with
AP-PCC III, L.P. (the "Agent") pursuant to which the Agent was retained to
provide asset management and investor relation services to the Partnership
and other entities affiliated with the Partnership.
F-9
3 CONFLICTS OF INTEREST AND TRANSACTIONS WITH RELATED PARTIES (continued)
As a result of this agreement, the Agent has the duty to direct the day to
day affairs of the Partnership, including, without limitation, reviewing and
analyzing potential sale, financing or restructuring proposals regarding the
Partnership's assets, preparation of all reports, maintaining Partnership
records and maintaining bank accounts of the Partnership. The Agent is not
permitted, however, without the consent of Presidio, or as otherwise
required under the terms of the Limited Partnership Agreement to, among
other things, cause the Partnership to sell or acquire an asset or file for
bankruptcy protection.
In order to facilitate the Agent's provision of asset management services
and the investor relation services, effective October 25, 1999, the officers
and directors of the General Partners resigned and nominees of the Agent
were elected as the officers and directors of the General Partners. The
Agent is an affiliate of Winthrop Financial Associates, a Boston based
company that provides asset management services, investor relation services
and property management services to over 150 limited partnerships which own
commercial property and other assets. The General Partners do not believe
this transaction will have a material effect on the operations of the
Partnership.
As of December 31, 1999, affiliates of Presidio had acquired 17,771 units of
limited partnership interest of the Partnership. These units represent
approximately 9,46%% of the issued and outstanding limited partnership
units.
4 INVESTMENTS IN MORTGAGE LOANS
The Partnership invested in zero-coupon, nonrecourse senior and junior
mortgage loans. Collection of the amounts due on the Partnership's mortgage
loans is solely dependent upon the sale or refinancing of the underlying
properties at amounts sufficient to satisfy the Partnership's mortgage notes
after payment of the senior mortgage notes owned by unaffiliated third
parties.
The Partnership currently has one outstanding mortgage loan.
The Partnership's mortgage note contains a provision which requires the
borrower to provide current appraisals based upon certain conditions or in
some cases upon request.
While there are risks inherent in a zero-coupon nonrecourse senior or junior
mortgage loan portfolio, the above described provisions were intended to
provide some mitigation of these risks. However, in the event a borrower is
required to make a payment under such loan provisions, there can be no
assurance that the borrower will be able to make such payments.
F-10
4 INVESTMENTS IN MORTGAGE LOANS (continued)
Harborista Loan
A $10,000,000 second mortgage loan (`the Harborista Loan") to Harborista
Associates, L.P. was secured by an office building, commonly known as the
Harbor Plaza, located in Boston, Massachusetts (the "Harbor Plaza"). The
Harborista Loan was funded on February 13, 1989 and bore interest at the
rate of 13.307% per annum, compounded monthly and was originally due to
mature on December 1, 1998, at which time a balloon payment of approximately
$36,000,000 would have been due and payable. Harbor Plaza was also
encumbered by a first mortgage loan in the original amount of $24,475,000
held by Northwestern Mutual Life Insurance Co. ("Northwestern"). The first
mortgage was due to mature on December 1, 1995, but was extended until
January 1, 1999.
During 1993 management determined that interest on the Harborista Loan
should cease to accrue and that an allowance for loan losses was necessary
for the entire carrying value of the Harborista Loan which amounted to
$10,618,380.
On February 9, 1999, 470 Atlantic Avenue Management Corp. ("470 Atlantic"),
which had acquired Northwestern's first mortgage loan, filed a motion for
foreclosure on its mortgage.
On March 30, 1999, the Partnership sold its interest in the Harborista Loan
to 470 Atlantic for gross proceeds of $1,000,000, exclusive of legal and
other costs related to the transaction of $200,000. Accordingly, the
Partnership recorded $800,000 of recovery of loan losses with respect to the
sale of this loan as of December 31, 1998.
Following its acquisition of the Harborista Loan, 470 Atlantic foreclosed
on its interests in the two mortgages and acquired Harbor Plaza. On March
29, 1999, 470 Atlantic entered into an agreement with Charbird
Enterprises LLC ("Charbird"), an affiliate of Northstar and the General
Partners, for the performance of services in connection with the marketing
of Harbor Plaza. Charbird assigned to Northstar its right to receive a
substantial portion of amounts paid under the agreement and Northstar
agreed to indemnify Charbird for any liabilities under the agreement.
Harbor Plaza was sold in December 1999 for approximately $50,500,000.
Charbird received a fee of $14,050,884 under the agreement, $12,645,796 of
which was paid to Northstar.
Twin Oak Loan
The Partnership held a $1,200,000 second mortgage on the Twin Oak property.
The first mortgage on this property, which was held by an unaffiliated third
party, was due to mature on July 1, 1993. However, during 1993, the mortgage
loan was extended for three years until July 1, 1996. For the period between
July 1996 and October 1997, the Twin Oak borrower continued to make reduced
mortgage payments to the first mortgage lender in anticipation of a loan
extension or modification. During October 1997, the Twin Oak borrower and
its first mortgage lender formally agreed to extend the maturity date of the
first mortgage until July 1, 1998. In order for the Twin Oak borrower to
consummate this loan extension, the consent of the Partnership was required.
The Partnership agreed to consent on the condition that the Twin Oak
borrower either refinance both the first mortgage and the Partnership's
mortgage on or before July 1, 1998 or give the Partnership a deed-in-lieu of
foreclosure to the Twin Oak property. It was the intention of the general
partners of Twin Oak to sell the property prior to the July 1, 1998 extended
maturity date.
The property was marketed for sale, and Twin Oak entered into a formal
contract of sale ("Contract #1") in May of 1998. The purchaser failed to
perform on Contract #1 in August of 1998. The property was again marketed
for sale. However, on July 1, the first mortgage matured and was not repaid.
On October 20, 1998, a formal agreement was executed in which the first
mortgage lender again agreed to extend the maturity of the loan to July 1,
1999 in exchange for a modification to the interest rate and payment of an
extension fee. On October 15, 1998, a new contract for sale ("Contract #2")
was executed.
F-11
4 INVESTMENTS IN MORTGAGE LOANS AND ALLOWANCE FOR LOAN LOSSES (continued)
Twin Oak Loan (continued)
During the year ended 1996, a provision for loan losses of $1,515,000 was
recorded on the Twin Oak loan. A $400,000 allowance for loan losses was
recorded during 1998 to reduce the carrying value of the loan to the
estimated amount anticipated to be received by the Partnership under the
terms outlined in Contract #2.
On March 1, 1999, the Twin Oak property was sold for a gross purchase price
of approximately $4,150,000 (subject to customary adjustments at closing).
The Twin Oak borrower used the proceeds from the sale to repay the first
mortgage holder and on May 5, 1999, the Partnership received $236,678
representing the carrying value of the Twin Oak loan. During December 1999,
the Partnership received an additional $99,156 representing residual
proceeds from the Twin Oak sale and recorded this amount as an additional
recovery of loan losses in 1999.
Sierra Loan
A $6,500,000 first mortgage loan to High Cash Partners, L.P. ("High Cash")
is secured by a shopping center located in Reno, Nevada. Interest on the
loan accrues at the rate of 11.22% per annum with no payments due until
maturity on February 28, 2001.
During the first quarter of 1997, High Cash wrote the property down to what
its management believed to be its estimated fair market value of
$15,875,000. Management of the Partnership performed its own evaluation at
that time and determined that this amount was a fair estimate of the
property value. The outstanding balance of the loan at December 31, 1996 was
approximately $15,979,000 and it was unlikely that any additional interest
accrued on the Sierra loan would ultimately be recovered from the value of
the underlying property. Consequently, as of January 1, 1997 the Partnership
ceased accruing interest on the Sierra loan.
The Partnership has prepared an internal valuation for the property owned by
High Cash. This loan contains a provision which requires that if the
appraisal indicates the value of all indebtedness senior to and including
the Partnership's loan, taking into account principal plus accrued interest
in excess of 5% per annum, exceeds 85% of the then current appraisal, the
borrower must repay the indebtedness to a point where the 85% loan to value
ratio is restored. Based upon this valuation, management does not believe
that the loan to value ratio has been exceeded or if it has been exceeded,
that the borrower would have sufficient liquidity to make such payment to
the Partnership.
On June 13, 1997, the general partners of High Cash, who were formerly
affiliated with the General Partners, sold their general partner interests
to Pembroke HCP LLC and Pembroke AGP Corp., unaffiliated third parties.
F-12
RESOURCES ACCRUED MORTGAGE INVESTORS 2 L.P.
NOTES TO FINANCIAL STATEMENTS
4 INVESTMENTS IN MORTGAGE LOANS AND ALLOWANCE FOR LOAN LOSSES (continued)
Information with respect to the Partnership's mortgage loans is summarized
as follows:
Original Mortgage Mortgage Mortgage
Interest Loan Maturity Amount Purchased Placement
Description Rate % Date Date Advanced Interest Fees
- ------------------------------------- ------------ ------------ ------------ ------------ ------------ ------------
Office Building
Harbor Plaza 13.307 13-Feb-89 1-Dec-98 $ 10,000,000 $ 23,513 $ 594,867
Boston, Mass (a)
Shopping Centers
Sierra Marketplace (b) (c) 11.220 10-Feb-89 28-Feb-01 6,500,000 - 385,757
Reno, Nevada
Twin Oak (b) 12.280 3-Apr-90 1-May-02 1,200,000 - 71,218
------------ ------------ ------------
Ft. Lauderdale, Florida
$ 17,700,000 $ 23,513 $ 1,051,842
============ ============ ============
Interest recognized
----------------------------
Year ended Carrying value
----------------------------
December 31, 1998 and December 31, December 31,
Description 1999 Prior Reserves Proceeds 1999 1998
- ------------------------------------- ------------ ------------ ------------ ------------ ------------ ------------
Office Building
Harbor Plaza $ - $ - $ (9,818,380) $ (800,000) $ - $ 800,000
Boston, Mass (a)
Shopping Centers
Sierra Marketplace (b) (c) - 9,093,598 - - 15,979,355 15,979,355
Reno, Nevada
Twin Oak (b) - 880,460 (1,815,844) (335,834) - 236,678
------------ ------------ ------------ ------------ ------------ ------------
Ft. Lauderdale, Florida
$ - $ 9,974,058 $(11,634,224) $ (1,135,834) $ 15,979,355 $ 17,016,033
============ ============ ============ ============ ============ ============
Contractual balance (d)
----------------------------
December 31, December 31,
Description 1999 1998
- ------------------------------------- ------------ ------------
Office Building
Harbor Plaza $ - $ 36,985,751
Boston, Mass (a)
Shopping Centers
Sierra Marketplace (b) (c) 21,916,707 19,600,802
Reno, Nevada
Twin Oak (b) - 3,293,255
------------ ------------
Ft. Lauderdale, Florida
$ 21,916,707 $ 59,879,808
============ ============
(a) This loan was accounted for under the investment method.
(b) These loans are accounted for under the interest method.
(c) The Partnership may be entitled to additional interest in the
appreciation of the property which is subordinated to a specified
return to the borrower. It is unlikely that the Partnership will
realize any additional interest from this loan.
(d) Contractual balance represents the amount that would be due from the
borrower if the loan was liquidated (principal plus accrued interest
earned to date).
F-13
RESOURCES ACCRUED MORTGAGE INVESTORS 2 L.P.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
4 INVESTMENT IN MORTGAGE LOANS AND ALLOWANCE FOR LOAN LOSSES (continued)
A summary of mortgage loan activity is as follows:
Investment Interest
Method Method Total
----------------- ----------------- -----------------
Balance, January 1, 1997 $ - $ 16,616,033 $ 16,616,033
Interest recognized - - -
----------------- ----------------- -----------------
Balance, December 31, 1997 - 16,616,033 16,616,033
Interest recognized - - -
Provision for loan losses - (400,000) (400,000)
Recovery of loan losses 800,000 - 800,000
----------------- ----------------- -----------------
Balance, December 31, 1998 800,000 16,216,033 17,016,033
Interest recognized - - -
Recovery of loan losses - 99,156 99,156
Proceeds received (800,000) (335,834) (1,135,834)
----------------- ----------------- -----------------
Balance, December 31, 1999 $ - $ 15,979,355 $ 15,979,355
================= ================= =================
5 ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable and accrued expenses consist of the following:
December 31,
----------------------------------------
1999 1998
------------------ ------------------
Professional fees $ 66,992 $ 48,263
Expense reimbursements 16,866 25,680
Investor services and printing 16,096 21,049
------------------ ------------------
$ 99,954 $ 94,992
================== ==================
F-14
6 RECONCILIATION OF NET (LOSS) INCOME AND NET ASSETS PER FINANCIAL
STATEMENTS TO TAX BASIS
The Partnership presently recognizes interest income on all of its
investments in mortgage loans using the interest method for tax purposes.
For financial statement purposes, mortgage loans accounted for under the
investment method recognize income as described in Note 2.
A reconciliation of net income per financial statements to the tax basis
of accounting is as follows:
Year ended December 31,
-------------------------------------------------------
1999 1998 1997
---------------- --------------- ---------------
Net income per financial
statements $ 264,554 $ 481,315 $ 72,682
Interest income recognized for tax
purposes in excess of amounts
recognized for financial statements 2,199,756 6,383,499 5,974,947
Tax basis write-offs (38,885,323) - -
Recovery of loan losses, net - (400,000) -
---------------- --------------- ---------------
Net (loss) income per tax basis $ (36,421,013) $ 6,464,814 $ 6,047,629
================ =============== ===============
The differences between the Partnership's net assets per financial
statements and tax basis of accounting are as follows:
December 31,
-----------------------------------
1999 1998
--------------- ---------------
Net assets per financial statements $ 20,188,769 $ 19,924,215
Interest income recognized for tax purposes
in excess of amounts recognized for financial
statements 6,008,372 3,808,616
Allowance for loan losses - 38,885,323
Syndication costs 2,230,944 2,230,944
--------------- ---------------
Net assets per tax basis $ 28,428,085 $ 64,849,098
=============== ===============
F-15
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
None.
II-6
PART III
Item 10. Directors and Executive Officers of Registrant.
Registrant has no officers or directors. The Managing General Partner manages
and controls substantially all of Registrant's affairs and has general
responsibility and ultimate authority in all matters affecting its business. The
officers and directors of the Associate General Partner, in their respective
capacities as such, do not devote any material amount of their business time and
attention to Registrant's affairs. The names and positions held by the officers
and directors of the Managing General Partner are described below. The officers
and directors of the Associate General Partner are the same as the officers and
directors of the Managing General Partner.
Position Held with the Has Served as a
Name Managing General Partner Director or Officer Since
- ---- ------------------------ -------------------------
Michael L. Ashner President and Director 10-99
David G. King, Jr. Vice President 11-97
Peter Braverman Executive Vice President 10-99
Lara K. Sweeney Vice President and Secretary 10-99
Carolyn Tiffany Vice President and Treasurer 10-99
Michael L. Ashner, age 47, has been the Chief Executive Officer of
Winthrop Financial Associates, A Limited Partnership ("WFA") since January 15,
1996. From June 1994 until January 1996, Mr. Ashner was a Director, President
and Co-chairman of National Property Investors, Inc., a real estate investment
company ("NPI"). Mr. Ashner was also a Director and executive officer of NPI
Property Management Corporation ("NPI Management") from April 1984 until January
1996. In addition, since 1981 Mr. Ashner has been President of Exeter Capital
Corporation, a firm which has organized and administered real estate limited
partnerships.
David G. King, Jr., 37, has been a Vice President and Assistant Treasurer
of NorthStar Capital Investment Corp. since November 1997. He is also a Vice
President of the General Partner. For more than the previous five years he was a
Senior Vice President of Finance at Olympia & York Companies (USA).
Peter Braverman, age 48, has been a Vice President of WFA since January
1996. From June 1995 until January 1996, Mr. Braverman was a Vice President of
NPI and NPI Management. From June 1991 until March 1994, Mr. Braverman was
President of the Braverman Group, a firm specializing in management consulting
for the real estate and construction industries. From 1988 to 1991, Mr.
Braverman was a Vice President and Assistant Secretary of Fischbach Corporation,
a publicly traded, international real estate and construction firm.
Lara K. Sweeney, age 27, has been a Senior Vice President of WFA since
January 1996. Prior to joining WFA, Ms. Sweeney was an officer of NPI and NPI
Management in the asset management and investor relations departments.
Carolyn Tiffany, age 33, has been employed with WFA since January 1993.
From 1993 to September 1995, Ms. Tiffany was a Senior Analyst and Associate in
WFA's accounting and asset management departments. From October 1995 to present
Ms. Tiffany was a Vice President in the asset management and investor relations
departments of WFA until December 1997, at which time she became the Chief
Operating Officer of WFA.
III-1
Each director and officer of the General Partner will hold office until the next
annual meeting of stockholders of the General Partner and until his successor is
elected and qualified.
One or more of the above persons are also directors or officers of a general
partner (or general partner of a general partner) of a number of limited
partnerships which either have a class of securities registered pursuant to
Section 12(g) of the Securities and Exchange Act of 1934, or are subject to the
reporting requirements of Section 15(d) of such Act.
There are no family relationships among the officers and directors of the
General Partners.
Item 11. Executive Compensation.
Registrant is not required to and did not pay remuneration to the officers and
directors of the Managing General Partner or the general partners of the former
Associate General Partner. Certain officers and directors of the Managing
General Partner receive compensation from affiliates of the Managing General
Partner and/or its affiliates (but not from Registrant) for services performed
for various affiliated entities, which may include services performed for
Registrant; however, the Managing General Partner believes that any compensation
attributable to services performed for Registrant is not material. See Item 13,
"Certain Relationships and Related Transactions."
Item 12. Security Ownership of Certain Beneficial Owners and Management.
(a) Security Ownership of Certain Beneficial Owners.
Except as set forth below, no person or group is known by the Registrant
to be the beneficial owner of more than 5% of the outstanding Units at March 1,
2000:
Number of
Name of Beneficial Owner Units owned % of Class
------------------------ ----------- ----------
Presidio Partnership II Corp.(1) 17,462 9.29%
Presidio Capital Investment Company LLC 309 less than 1%
(1) The principal business address of both Presidio Partnership II Corp. and
Presidio Capital Investment Company LLC, both of which are affiliates of
the General Partners, is 527 Madison Avenue, New York, New York 10022.
(b) Security Ownership of Management.
At March 1, 2000, Presidio, the Managing General Partner and their
affiliates, officers and directors owned as a group own 17,771 Units
representing approximately 9.46% of the total number of Units outstanding.
(c) Changes in Control.
There exists no arrangement known to the Registrant the operation of which
may at a subsequent date result in a change in control of the Registrant.
III-2
Item 13. Certain Relationships and Related Transactions.
The General Partners, during Registrant's year ended December 31, 1999, earned
or received compensation or payments for services from or with respect to
Registrant as follows:
Capacity in Which Served or
Name of Recipient Services Performed Compensation
----------------- ------------------ ------------
RAM Funding, Inc. Managing General Partner (1)
Presidio AGP Corp. Associate General Partner (1)
(1) The General Partners were not entitled to any payment for services from or
with respect to Registrant, Integrated or Presidio. However, the General
Partners, pursuant to the Partnership Agreement, are entitled to receive
2.5% of Registrant's income, loss, capital and distributions (2.45% to the
Managing General Partner and .05% to the Associate General Partner)
including without limitation Registrant's cash flow from operations and
disposition proceeds. No distributions are expected to be made from
operations inasmuch as all interest and principal due on the Mortgage
Loans is deferred until maturity, unless there are prepayments of Mortgage
Loans. For the year ended December 31, 1999, the General Partners were
allocated an aggregate of $909,960 of taxable income ($891,750 to the
Managing General Partner and $18,210 to the Associate General Partner).
Under the terms of a management agreement with NorthStar Presidio Management
Company LLC ("NorthStar Presidio"). NorthStar Presidio was retained to provide
the day-to-day management of, among other entities, the Registrant. During the
years ended December 31, 1999 and 1998, the Registrant paid NorthStar Presidio
$12,781 and $1,000, respectively, for management and administrative services
rendered. Effective October 21, 1999, Presidio retained AP-PCC III, L.P. to
provide the day to day management of the Registrant.
See Item 1 for information with respect to the Harborista Loan.
III-3
PART IV
Item 14. Exhibits, Financial Statements Schedules and Reports on Form 8-K
(a)(1) Financial Statements
See Item 8, "Financial Statements and Supplementary Data."
(a)(2) Financial Statement Schedules
None.
All schedules have been omitted because they are inapplicable, not
required, or the information is included in the Financial Statements or
Notes thereto.
(a)(3) Exhibits
3. Certificate of Limited Partnership filed August 14, 1986 (incorporated by
reference to Exhibit 3B as filed as part of Pre-Effective Amendment No. 1
filed on May 14, 1987 ("Pre-Effective Amendment") to the Registration
Statement) and Amendments to Certificate of Limited Partnership filed on
March 12, 1987, May 7, 1987 (incorporated by reference as filed as part of
Pre-Effective Amendment to the Registration Statement) and February 5,
1988 (incorporated by reference to Post-Effective Amendment No. 2 to the
Registration Statement).
4.
(A) Amended and Restated Agreement of Limited Partnership (incorporated by
reference to Exhibit 3A as filed as part of Post-Effective Amendment No. 2
filed on March 23, 1988 ("Post-Effective Amendment No. 2") to the
Registration Statement).
(B) Amendment No. 1 to Amended and Restated Partnership Agreement dated as of
June 1, 1988, incorporated by reference to Exhibit 4(B) of the 1988 10-K.
(C) Amendment No. 2 to Amended and Restated Partnership Agreement
(incorporated by reference to Supplement No. 1 dated August 12, 1988 to
the Prospectus as filed pursuant to Rules 424(b)(3) and 424(c).
10.
(A) Agreement with Associate General Partner dated as of May 17, 1988 among
Integrated, RAM Funding, Inc. and Z Square G Partners II, incorporated by
reference to Exhibit 10(B) of the 1988 10-K.
(B) Mortgage Services Agreement dated as of April 12, 1988 between Registrant
and RAM Funding, Inc., incorporated by reference to Exhibit 10(C) of the
1988 10-K.
(C) Deed of Trust, Assignment of Rents, Fixture Filing and Security Agreement
among High Cash Partners, L.P., Truster; 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) of
Registrant's Current Report on Form 8-K dated February 13, 1989
(hereinafter referred to as the February 13, 1989 Form 8-K)).
(D) 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) of the February 13, 1989 Form 8-K).
IV-1
(E) 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) of the February 13, 1989 Form 8-K).
(F) Power of Sale Mortgage, Assignment of Rents and Security Agreement (also
constituting a financing statement) from Harborista Associates Limited
Partnership Mortgagor, to Resources Accrued Mortgage Investors 2 L.P.
Mortgagee, dated January 31, 1989 (incorporated by reference to Exhibit
10(d) of the February 13, 1989 Form 8-K).
(G) Note among Harborista Associates Limited Partnership and Resources Accrued
Mortgage Investors 2 L.P. dated January 31, 1989 (incorporated by
reference to Exhibit 10(e) of the February 13, 1989 Form 8-K).
(H) Assignment of Leases and Rents from Harborista Associates Limited
Partnership Assigns to Resources Accrued Mortgage Investors 2 L.P.,
Assignee, dated January 31, 1989 (incorporated by reference to Exhibit
10(f) of the February 13, 1989 Form 8-K).
(I) Mortgage, Assignment of Rents and Security Agreement dated as of April 1,
1990 between Twin Oak Plaza Associates, L.P. and Resources Accrued
Mortgage Investors 2 L.P. (incorporated by reference to Exhibit 10(A) of
the April 3, 1990 Form 8-K).
(J) Note as of April 3, 1990 between Twin Oak Plaza Associates, L.P. and
Resources Accrued Mortgage Investors 2 L.P. (incorporated by reference to
Exhibit 10(B) of the April 3, 1990 Form 8-K).
(K) Loan Commitment dated as of April 11, 1990 between Twin Oak Plaza
Associates, L.P. and Resources Accrued Mortgage Investors 2 L.P.
(incorporated by reference to Exhibit 10(D) of the April 3, 1990 Form
8-K).
(L) Amendment to Agreement dated as of June 20, 1990 among Registrant, the
Managing General Partner and Rosenberg and Rosenberg, Ltd. (incorporated
by reference to Exhibit 10(O) to Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1990.)
(M) Amended and Restated Intercreditor Agreement between the Northwestern
Mutual Life Insuance Company and Registrant, dated as of November 1, 1994.
(N) Amendment of Mortgage, Note and Other Loan Documents between Harborista
Associates Limited Partnership and Registrant, dated as of November 1,
1994.
(b) Reports on Form 8-K
None.
IV-2
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized, on the 13th day of April 2000.
RESOURCES ACCRUED MORTGAGE
INVESTORS 2 L.P.
By: RAM FUNDING, INC.,
Managing General Partner
Date
----
By: /s/ Michael L. Ashner April 13, 2000
---------------------
Michael L. Ashner
President
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of Registrant and in
their capacities as directors and/or officers (with respect to the Managing
General Partner) and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Michael L. Ashner Director and President April 13, 2000
- ------------------------
Michael L. Ashner
/s/ Carolyn Tiffany Vice President and Treasurer April 13, 2000
- ------------------------
Carolyn Tiffany
EXHIBIT INDEX
Page
Exhibit Number
3. Certificate of Limited Partnership filed August 14, 1986
(incorporated by reference to Exhibit 3B as filed as part
of Pre-Effective Amendment No. 1 filed on May 14, 1987
("Pre-Effective Amendment") to the Registration Statement)
and Amendments to Certificate of Limited Partnership filed
on March 12, 1987, May 7, 1987 (incorporated by reference
as filed as part of Pre-Effective Amendment to the
Registration Statement) and February 5, 1988 (incorporated
by reference to Post-Effective Amendment No. 2 to the
Registration Statement).
4.
(A) Amended and Restated Agreement of Limited Partnership
(incorporated by reference to Exhibit 3A as filed as part
of Post-Effective Amendment No. 2 filed on March 23, 1988
("Post-Effective Amendment No. 2") to the Registration
Statement).
(B) Amendment No. 1 to Amended and Restated Partnership
Agreement dated as of June 1, 1988, incorporated by
reference to Exhibit 4(B) of the 1988 10-K.
(C) Amendment No. 2 to Amended and Restated Partnership
Agreement (incorporated by reference to Supplement No. 1
dated August 12, 1988 to the Prospectus as filed pursuant
to Rules 424(b)(3) and 424(c).
10.
(A) Agreement with Associate General Partner dated as of May
17, 1988 among Integrated, RAM Funding, Inc. and Z Square G
Partners II, incorporated by reference to Exhibit 10(B) of
the 1988 10-K.
(B) Mortgage Services Agreement dated as of April 12, 1988
between Registrant and RAM Funding, Inc., incorporated by
reference to Exhibit 10(C) of the 1988 10-K.
(C) Deed of Trust, Assignment of Rents, Fixture Filing and
Security Agreement among High Cash Partners, L.P., Truster;
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) of
Registrant's Current Report on Form 8-K dated February 13,
1989 (hereinafter referred to as the February 13, 1989 Form
8-K)).
(D) 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) of the February
13, 1989 Form 8-K).
(E) 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) of the February 13, 1989 Form 8-K).
(F) Power of Sale Mortgage, Assignment of Rents and Security
Agreement (also constituting a financing statement) from
Harborista Associates Limited Partnership Mortgagor, to
Resources Accrued Mortgage Investors 2 L.P. Mortgagee,
dated January 31, 1989 (incorporated by reference to
Exhibit 10(d) of the February 13, 1989 Form 8-K).
(G) Note among Harborista Associates Limited Partnership and
Resources Accrued Mortgage Investors 2 L.P. dated January
31, 1989 (incorporated by reference to Exhibit 10(e) of the
February 13, 1989 Form 8-K).
(H) Assignment of Leases and Rents from Harborista Associates
Limited Partnership Assigns to Resources Accrued Mortgage
Investors 2 L.P., Assignee, dated January 31, 1989
(incorporated by reference to Exhibit 10(f) of the February
13, 1989 Form 8-K).
(I) Mortgage, Assignment of Rents and Security Agreement dated
as of April 1, 1990 between Twin Oak Plaza Associates, L.P.
and Resources Accrued Mortgage Investors 2 L.P.
(incorporated by reference to Exhibit 10(A) of the April 3,
1990 Form 8-K).
(J) Note as of April 3, 1990 between Twin Oak Plaza Associates,
L.P. and Resources Accrued Mortgage Investors 2 L.P.
(incorporated by reference to Exhibit 10(B) of the April 3,
1990 Form 8-K).
(K) Loan Commitment dated as of April 11, 1990 between Twin Oak
Plaza Associates, L.P. and Resources Accrued Mortgage
Investors 2 L.P. (incorporated by reference to Exhibit
10(D) of the April 3, 1990 Form 8-K).
(L) Amendment to Agreement dated as of June 20, 1990 among
Registrant, the Managing General Partner and Rosenberg and
Rosenberg, Ltd. (incorporated by reference to Exhibit 10(O)
to Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1990.)
(M) Amended and Restated Intercreditor Agreement between The
Northwestern Mutual Life Insuance Company and Registrant,
dated as of November 1, 1994.
(N) Amendment of Mortgage, Note and Other Loan Documents
between Harborista Associates Limited Partnership and
Registrant, dated as of November 1, 1994.
* Filed herewith