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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 No.
June 30, 2001 0-12895
ALL-STATE PROPERTIES L.P.
(Exact name of Registrant as specified in its charter)
Delaware 59-2399204
(State or other jurisdiction or (I.R.S. Employer
incorporation or organization) Identification No.)
Mailing address: P.O. Box 5524
Fort Lauderdale, FL 33310-5524
5500 N.W. 69th Avenue, Lauderhill, Florida 33319
(Address of principal executive offices) (Zip Code)
Registrant's Telephone number, including area code (954)
572-2113
Securities registered pursuant to Section 12(b) of the Act:
Title of Class Name of Each Exchange on Which Registered
None Not Applicable
Securities registered pursuant to Section 12(g) of the Act:
Title of Class
Limited partnership units
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 issuer was
required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
YES X NO
The aggregate market value of the limited partnership units
held by non-affiliates of Registrant is not ascertainable.
(See Page II-1)
PART I
ITEM 1. BUSINESS
(a) General Development of Business
All-State Properties L.P. (a limited
partnership) (the Partnership) was organized under the
Revised Uniform Limited Partnership Act of Delaware on April
27, 1984 to conduct the business formerly carried on by a
predecessor corporation, All-State Properties, Inc. (the
Corporation). The terms Company and Registrant refer to the
Partnership or the Corporation or both of them as the
context requires. Pursuant to a Plan of Liquidation adopted
by shareholders of the Corporation on September 30, 1984,
the Corporation transferred substantially all of its assets
to the Partnership, and the Corporation distributed such
limited partnership interests to its shareholders.
Registrant's principal business has been land
development and the construction and sale of residential
housing in Broward County, Florida. However, it has
substantially completed its land development activities and
the sale of residential housing. Its present activities are:
(i) Through a 36.12% owned Florida limited
liability corporation, Tunicom LLC ("Tunicom")(formerly
known as Unicom Partnership Ltd.),Registrant was engaged in
the operation of an adult rental apartment project on 78.2
acres of land. (See Item 1(b)(1)(i)(a) and Note 2 to
financial statements.)
(ii) Through a real estate joint venture, City
Planned Communities (CPC), owned 50% by the Company and 50%
by Newnel Partnership Registrant was engaged in the
development and sale of commercial and residential land.
(See Note 2 to financial statements.)
(iii) Through a 99% owned Florida limited
partnership, Wimbledon Development Ltd. (Wimbledon),
Registrant sold a condominium development. See Item
1(b)(1)(i)(b).
(b)(1) NARRATIVE DESCRIPTION OF BUSINESS
(i) (a) Adult Rental Apartment Project
In April, 1987, CPC sold approximately 78 acres
of land to Tunicom for the purpose of constructing a 324-
unit adult apartment rental project on the land. Registrant
holds a 36.12% limited partnership interest in Tunicom. (See
Note 2 to financial statements)
I-2
The monthly rentals ranged from $2,800 per month
for the one-bedroom units to $3,100 per month for the two-
bedroom units, and included food service, maid service and
electricity. The facility was 98-percent leased and
occupied.
The property was self-managed. A management fee
of 4% of total income was paid to the partners assuming the
managerial responsibility. The management arrangement was
approved by HUD. (See Item 11.)
On July 28, 1995, Tunicom LLC. (Tunicom),
successfully concluded a reassignment and reinstatement of
its mortgage note in the amount of $27,638,955.87 from the
Department of Housing and Urban Development (HUD) to the
Government National Mortgage Association (GNMA). The
reinstated, reinsured mortgage matures on January 1, 2029.
It bears interest at the rate of eight (8%) percent per
annum, which includes a 0.25% servicing fee. In addition,
Tunicom paid one-half of one percent per annum mortgage
insurance premium.
Tunicom had accrued unpaid interest and other
liabilities related to the mortgage in a total amount of
$3,896,730. The total adjusted accrued interest and closing
costs paid at the closing equaled $1,502,183. This resulted
in a saving of $2,394,547, which saving was amortized over
the remaining life of the mortgage. The saving resulted from
the difference between the accrual at the original note rate
and the borrowing rate charged by HUD.
I-3
On June 25, 1997, Tunicom signed a Letter of
Intent with CareMatrix Corporation (AMEX) which Letter
became effective July 18, 1997. Prior to that date Tunicom,
through its partners representing a majority interest in the
partnership (the Company abstaining) voted to approve the
transaction. The documents memorializing the transaction
were executed on August 13, 1997 with an effective date of
July 1, 1997, but dependent upon the completion of due
diligence and the payment of $4,500,000 to Tunicom. On
September 24, 1997, CareMatrix made the required payment and
the initial phase of the transaction was completed. Tunicom
used the proceeds for transaction costs ($325,000),
partnership obligations ($1,400,000), and distributed
$2,650,000 to certain partners to partially repay funds they
invested in Tunicom.
The $4,500,000 payment made by CareMatrix to
Tunicom represented an option payment, in consideration for
which CareMatrix was granted the option to purchase the
facility in three years on June 30, 2000. The purchase price
is 8.75 times the net operating income before depreciation
for the year ended June 30, 2000, plus the then outstanding
mortgage balance and other adjustments, less the $4,500,000
option payment.
In the interim, CareMatrix leased the facility,
retaining the sums of $518,700-the first year; $775,000-the
second year; and $875,000-the third year out of cash flow
each year, after payment of amounts due in connection with
the facility's mortgage insured by the U.S. Department of
Housing and Urban Development ("HUD").
I-4
The present management team, will continue to
manage the facility until June 30, 2002 at the HUD-approved
rate of 4% of collections. The management team has been
approved by HUD under the name, SRR Management Corp.
Prior to the closing, the Optionee assigned its
option to acquire Forest Trace. On August 16, 2000, the
transaction was consummated and closed with F.C. Forest
Trace L.L.C., the present owner. The purchase price was
$47,159,295, including the outstanding principal balance
plus accrued interest on the existing mortgage in the amount
of $26,720,254,which was satisfied at closing. After giving
effect to various adjustments, prorations and credits,
including the deposit of $4,500,000 previously accounted
for, the seller received net proceeds of $16,379,732. After
payment of a brokerage commission in the amount of $232,190
and bonuses in the amount of $200,000 to key employees of
Forest Trace, none of whom were employees of the Company,
$15,000,000 was distributed to partners. The remaining
balance of $947,542 was being held subject to true-up on
November 15, 2000 of net operating income from the facility
for the four months ending October 31, 2000. The Company's
share of the $15,000,000 distribution was $4,665,012. (See
Item 7). Of the amount distributed to the Company, $769,038
was used to pay liabilities and $2,638,324 was used to pay
the Company's outstanding debentures together with accrued
interest thereon. The balance in the amount of $1,257,650
was retained by the Company, and together with its share of
the $947,542 being held, determined the amount of a
distribution to the unit owners of $.40 a unit on May 8,
2001.
In a related transaction, the partners of
Tunicom formed a new limited partnership called Newall
Assisted Living Ltd. ("Newall"), which entered into a joint
venture as a 50% partner with a company related to
CareMatrix. The new entity, Newall-Chancellor 69th Avenue
Associates, was formed to build a 120-unit assisted living
facility on 4.2 acres of land to be purchased from Tunicom
at a price to be agreed upon. Chancellor agreed to provide
all the necessary financing to erect and open the assisted
living facility.
The CareMatrix entity has defaulted under its
obligations to Newall Chancellor 69th Avenue Associates (the
"joint venture"). Newall Assisted Living Ltd., one of the
two partners in the joint venture and the entity in which
the Company is a partner, is pursuing its rights under the
applicable Agreement while at the same time attempting to
find a different partner with which to develop and operate
the assisted living facility.
I-5
(i) (b) Condominium Units
In November, 1986, Registrant formed Wimbledon
Development Ltd., a Florida limited partnership, for the
purpose of constructing up to 48 units on six acres of land.
Two buildings on two acres of land were completed and all
sixteen (16) units sold. The remaining four acres were sold.
In June 1999, control of the condominium
association was turned over to the unit owners by Wimbledon
Development Ltd., the developer. All required funds for
reserves and deferred maintenance were delivered to the new
condominium board. Wimbledon Development Ltd., its general
partner and the Registrant, its limited partner, were issued
releases with respect to all matters pertaining to the
condominium. (See Item 3, Legal Proceedings)
(ii) Registrant has no plans for any new
products.
(iii) Registrant purchased building materials
which are available from many sources.
(iv) Registrant holds no patents, trademarks,
etc.
(v) No part of Registrant's business is
subject to significant seasonal variation.
(vi) Registrant's only present source of
working capital is the cash distributions made to it by
Tunicom.
(vii) The apartment rental market is not
dependent upon a single or a few customers, but instead
relies on a wide customer base. The Tunicom units were
rented to upper income retirees.
I-6
(viii) No portion of Registrant's business
involved government contracts.
(ix) The adult rental apartment market in South
Florida is highly competitive. Martinez & Associates,
consultants retained by Tunicom and specializing in housing
for the elderly, identified nine facilities in the Fort
Lauderdale area as being competitive with the Tunicom
complex. However, the Tunicom project offered larger units
and made available more two-bedroom units than its
competitors.
(x) Registrant incurs no research and
development expenses.
(xi) In the development and sale of their
properties, Registrant, Tunicom and Wimbledon are required
to comply with applicable zoning and environmental
regulations. It is believed that the compliance with
environmental regulations will have no material effect upon
capital expenditures, earnings or competitive position of
Registrant in future periods.
(xii) Registrant (including Wimbledon) employs
two part-time people. Tunicom employed 87 people full time
and 43 people part time, engaged in the operation of the
retirement facility.
(d) Tunicom had no foreign operations or export
sales.
ITEM 2. PROPERTIES
The Company had outstanding 4% subordinated
convertible debentures that became due September 30, 1989.
The payment of the interest and principal on the Debentures
was subordinate to payment of certain senior debt which
remained outstanding. Consequently, the Registrant had been
prohibited from paying the Debentures since maturity. On
August 23, 2000, the Debentures and accrued interest thereon
were paid. (See Notes 5 and 12)
I-7
ITEM 3. LEGAL PROCEEDINGS
The limited partnership in which the Company is
the limited partner was named as a defendant in a
lawsuit seeking all damages allowable under the
Florida Wrongful Death Act. A motion to dismiss
the limited partnership was filed and granted by
the circuit court judge. Plaintiffs appealed the
order dismissing the limited partnership in this
litigation. In March 2001, the appellate court
affirmed the lower court's final order of
dismissal with prejudice. As a result, the
plaintiffs no longer have a case again Wimbledon
Development Ltd., the limited partnership.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS
No matters were submitted to a vote of security
holders of Registrant during the fourth quarter of the
fiscal year covered by this report.
I-8
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND
RELATED SECURITY HOLDER MATTERS
(a) In June, 1988, Registrant advised its unit
holders that in order to avoid classification as a publicly
traded limited partnership under the Internal Revenue Code,
it would facilitate the transfer of units privately
commencing July 1, 1988.
There were no trades made through the
Registrant's matching service for the years ended June 30,
1993 through June 30, 2001. The Company has no knowledge of
other transactions. Therefore, no bid and asked prices could
be ascertained.
(b) As of June 30 2001, there were 1,227 holders
of record of 2,853,757 limited partnership interests,
excluding individual participants in security nominee or
street names.
Pursuant to the Plan of Liquidation and
Dissolution of All-State Properties, Inc. and the Limited
Partnership Agreement of All-State Properties L.P. upon the
dissolution of the Corporation, stockholders automatically
received one unit of partnership interest for each share of
stock held and became record holders of limited partnership
units. However, until the stockholders submitted their stock
certificates for exchange and had taken other necessary
steps, they would not become limited partners.
As of June 30, 2001, 1,523 of the 2,750
record holders of limited partnership interests holding
264,308 units had not submitted their stock certificates for
exchange.
(c)(d) The Company never paid cash dividends on its
common stock while it was a corporation. The Partnership
declared cash distributions cumulatively totaling $0.85 per
unit through August 31, 1989 and distributed $.40 per unit
on May 8, 2001.
II-
ALL-STATE PROPERTIES L.P
(A LIMITED PARTNERSHIP) (NOTE 1A)
SELECTED FINANCIAL DATA
AS OF AND FOR THE YEARS ENDED JUNE 30
SELECTED CASH FLOW AND
AND OPERATING STATEMENT
DATA 2 0 0 1 2 0 0 0 1 9 9 9 1 9 9 8 1 9 9 7
REVENUE:
Equity in net earnings
(loss) of real estate
partnerships $ 6,872,555 $ 683 $ (23,295) $ (34,380) $ (82,532)
Other income 59,564 6,082 7,364 49,763 328,171
Total $ 6,932,119 $ 6,765 $ (15,931) $ 15,383 $ 245,639
Income (loss) before
Extraordinary Items $ 6,843,331 $ (174,197) $ (235,948) $ (151,977) $ (141,963)
Net Income (Loss) $ 6,843,331 $ (174,197)$ (235,948) $ (151,977) $ (141,963)
Per Share/Unit -
fully diluted:
Net income (loss) be-
fore Extraordinary Items $ 2.19 $ (.05) $ (.08) $ (.05) $ (.05)
Net Income (Loss) $ 2.19 $ (.05) $ (.08) $ (.05) $ (.05)
SELECTED BALANCE SHEET DATA
Total Assets $ 658,146 $ 6,526 $ 21,635 $ 6,993 $ 28,806
Notes, mortgages and con-
struction loans $ - $ 612,077 $ 573,225 $ 430,600 $ 427,117
4% convertible debentures,
due 1989 including
accrued interest $ - $2,628,518 $ 2,563,433 $ 2,498,349 $ 2,433,265
Total $ 658,146 $ 3,240,595 $ 3,136,658 $ 2,928,949 $ 2,860,382
Cash Dividends Declared
Per Share/Unit $ 0.40 $ NONE $ NONE $ NONE $ NONE
See notes to financial statements.
II-2
CITY PLANNED COMMUNITIES, (A PARTNERSHIP) AND TUNICOM
PARTNERSHIP LTD.
(A LIMITED PARTNERSHIP)
SELECTED FINANCIAL DATA
AS OF AND FOR THE YEARS ENDED JUNE 30
SELECTED INCOME STATEMENT DATA
2 0 0 1 2 0 0 0 1 9 9 9 1 9 9 8 1 9 9 7
Sales and rental
of real estate $ 21,705,571 $ - $ - $ - $ 10,449,562
Lease Income - 5,744,412 5,352,291 4,755,196 -
Interest and other
income 2,226,737 13,832 18,818 114,134 90,035
Total Revenues $ 23,982,795 $ 5,758,244 $ 5,371,109 $ 4,869,330 $ 10,539,597
Net Income(Loss)
Before Extra-
ordinary Items $ 22,636,326 $ 419,267 $ 307,173 $ 140,884 $ 450,995
Net Income(Loss) $ 22,636,326 $ 419,267 $ 307,173 $ 140,884 $ 450,995
SELECTED BALANCE
SHEET DATA
Total Assets $ 763,142 $ 30,119,840 $ 30,597,154 $ 30,948,582 $ 31,006,067
Partners' Cash
Distributions $ 16,417,256 $ 848,936 $ 1,572,000 $ 5,001,156 $ NONE
NOTE: Information shown is from the combined financial statements of City Planned
Communities and Tunicom LLC.
See notes to combined financial statement.
II-3
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
- ALL-STATE PROPERTIES L.P.
YEAR ENDED JUNE 30, 2001 COMPARED TO YEAR ENDED
JUNE 30, 2000
FINANCIAL CONDITION
The net income for the year ended June 30, 2001
increased due to the sale of its partnership asset as
explained in Note 12 to the financial statements. Expenses
likewise decreased as a result of liabilities being paid.
In consideration of cash advances made and services
rendered by certain individuals to Tunicom, Tunicom agreed
to distribute 26.76%,(including 5% to the general partner of
the Company) of any of its cash that becomes available for
distribution to those individuals. The balance of any cash
that became available for distribution up to $13,351,210
would be distributed to the Company and Newnel Partnership
for the benefit of CPC. After $13,351,210 was disbursed,
remaining cash would be distributed 26.76% to the
aforementioned individuals and the remainder as follows:
1.34% to F. Trace, Inc., the former general partner of
Tunicom
49.33% to Newnel Partnership
3.60% to certain individuals who made cash advances to
Tunicom on behalf of the company
45.73% to the Company
100.00%
Subsequently, of the holders of the 26.76%, individuals
receiving 23.27% were admitted as limited partners of
Tunicom, with the 3.49% remaining as non-partner
distributees. Restating the above to reflect the admission
of the aforesaid individuals as limited partners, the cash
flow available for distribution after the payment of the
$13,351,210 will be distributed as follows:
3.49% to the non-partner distributees
As to the partners:
1.00% to F. Trace, Inc., the former general partner of
Tunicom
23.27% to the newly admitted limited partners
36.12% to Newnel Partnership
36.12% to the Company (including 3.60% given to certain
individuals who made cash advances to Tunicom on
behalf of the Company)
100.00%
II-4
The amount of the distribution to be received by the
Company is the same under both of the above calculations.
In addition, CPC assigned 9.00% of any of its cash that
becomes available for distribution to certain individuals
for funds advanced by them to CPC.
Certain individuals advanced funds to the Company. In
consideration of those advances, the Company assigned to
those individuals 10.23% of distributions received by it
from CPC, after deducting the amounts necessary to repay the
funds advanced by them.
II-5
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
- - ALL-STATE PROPERTIES L.P.
YEAR ENDED JUNE 30, 2000 COMPARED TO YEAR ENDED
JUNE 30, 1999
FINANCIAL CONDITION
Registrant's source of working capital consists of cash
received from borrowings and loans received from Tunicom.
In consideration of cash advances made and services
rendered by certain individuals to Tunicom, Tunicom agreed
to distribute 26.76% (including 5% to the general partner
of the Company) of any of its cash that becomes available
for distribution to those individuals. The balance of any
cash that became available for distribution up to
$13,351,210 would be distributed to the Company and Newnel
Partnership for the benefit of CPC. After $13,351,210 was
disbursed, remaining cash would be distributed 26.76% to
the aforementioned individuals and the remainder as
follows:
1.34% to F. Trace, Inc., the former general partner
of Tunicom
49.33% to Newnel Partnership
3.60% to certain individuals who made cash advances
to Tunicom on behalf of the Company
45.73% to the Company
100.00%
Subsequently, of the holders of the 26.76%, individuals
receiving 23.27% were admitted as limited partners of
Tunicom, with the 3.49% remaining as non-partner
distributees. Restating the above to reflect the admission
of the aforesaid individuals as limited partners, the cash
flow available for distribution after the payment of the
$13,351,210 will be distributed as follows:
3.49% to the non-partner distributees
As to the partners:
1.00% to F. Trace, Inc., the former general partner of
Tunicom
23.27% to the newly admitted limited partners
36.12% to Newnel Partnership
36.12% to the Company (including 3.60% given to certain
individuals who made cash advances to Tunicom on
behalf of the Company)
100.00%
II-6
The amount of the distribution to be received by the
Company is the same under both of the above calculations.
In addition, CPC assigned 9.00% of any of its cash that
becomes available for distribution to certain individuals
for funds advanced by them to CPC.
Certain individuals advanced funds to the Company. In
consideration of those advances, the Company assigned to
those individuals 10.23% of distributions received by it
from CPC, after deducting the amounts necessary to repay the
funds advanced by them.
RESULTS OF OPERATIONS
REVENUES Revenues increased by 150% for the year ended
June 30, 2000 as compared to 1999 as a result of the income
from partnership.
COSTS AND EXPENSES The total costs and expenses for the
year ended June 30, 2000 decreased by 20%.
Net Loss Net loss was decreased by 26%.
See Note 12 to the financial statements relative to a
lease and option agreement entered into by Tunicom LLC.
II-7
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
- CITY PLANNED COMMUNITIES AND TUNICOM
PARTNERSHIP LTD.
YEAR ENDED JUNE 30, 2001 COMPARED TO YEAR ENDED
JUNE 30, 2000
The net income for the year ended June 30, 2001 as
compared to the year ended June 30, 2000 reflects the sale
of assets as described in Note 8 to the financial
statements.
In consideration of cash advances made and services
rendered by certain individuals to Tunicom, Tunicom agreed
to distribute 26.76% (including 5% to the general partner of
the Company) of any of its cash that becomes available for
distribution to those individuals. The balance of any cash
that becomes available for distribution up to $13,351,210
would be distributed to the Company and Newnel Partnership
for the benefit of CPC. After $13,351,210 was disbursed,
remaining cash would be distributed 26.76% to the
aforementioned individuals and the remainder as follows:
1.34% to F. Trace, Inc., the former general partner of
Tunicom
49.33% to Newnel Partnership
3.60% to certain individuals who made cash advances
to Tunicom on behalf of the Company
45.73% to the Company
100.00%
Subsequently, of the holders of the 26.76%, individuals
receiving 23.27% were admitted as limited partners of
Tunicom, with the 3.49% remaining as non-partner
distributees. Restating the above to reflect the admission
of the aforesaid individuals as limited partners, the cash
flow available for distribution after the payment of the
$13,351,210 will be distributed as follows:
3.49% to the non-partner distributees
As to the partners:
1.00% to F. Trace, Inc., the former general partner of
Tunicom
23.27% to the newly admitted limited partners
36.12% to Newnel Partnership
36.12% to the Company (including 3.60% given to certain
individuals who made cash advances to Tunicom on
behalf of the Company)
100.00%
II-8
The amount of the distribution to be received by the
Company is the same under both of the above calculations.
In addition, CPC assigned 9.00% of any of its cash that
becomes available for distribution to certain individuals
for funds advanced by them to CPC.
Certain individuals advanced funds to the Company. In
consideration of those advances, the Company assigned to
those individuals 10.23% of distributions received by it
from CPC, after deducting the amounts necessary to repay the
funds advanced by them.
II-9
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
- CITY PLANNED COMMUNITIES AND TUNICOM
PARTNERSHIP LTD.
YEAR ENDED JUNE 30, 2000 COMPARED TO YEAR ENDED
JUNE 30, 1999
The net income for the year ended June 30, 2000 as
compared to 1999 was the same.
In consideration of cash advances made and services
rendered by certain individuals to Tunicom, Tunicom agreed
to distribute 26.76% (including 5% to the general partner of
the Company) of any of its cash that becomes available for
distribution to those individuals. The balance of any cash
that became available for distribution up to $13,351,210
would be distributed to the Company and Newnel Partnership
for the benefit of CPC. After $13,351,210 was disbursed,
remaining cash would be distributed 26.76% to the
aforementioned individuals and the remainder as follows:
1.34% to F. Trace, Inc., the former general partner of
Tunicom
49.33% to Newnel Partnership
3.60% to certain individuals who made cash advances
to Tunicom on behalf of the Company
45.73% to the Company
100.00%
Subsequently, of the holders of the 26.76%, individuals
receiving 23.27% were admitted as limited partners of
Tunicom, with the 3.49% remaining as non-partner
distributees. Restating the above to reflect the admission
of the aforesaid individuals as limited partners, the cash
flow available for distribution after the payment of the
$13,351,210 will be distributed as follows:
3.49% to the non-partner distributees
As to the partners:
1.00% to F. Trace, Inc., the former general partner of
Tunicom
23.27% to the newly admitted limited partners
36.12% to Newnel Partnership
36.12% to the Company (including 3.60% given to certain
individuals who made cash advances to Tunicom on
behalf of the Company)
100.00%
II-10
The amount of the distribution to be received by the
Company is the same under both of the above calculations.
In addition, CPC assigned 9.00% of any of its cash that
becomes available for distribution to certain individuals
for funds advanced by them to CPC.
Certain individuals advanced funds to the Company. In
consideration of those advances, the Company assigned to
those individuals 10.23% of distributions received by it
from CPC, after deducting the amounts necessary to repay the
funds advanced by them.
Revenues increased by 8% for the fiscal year ended June 30,
2000 as compared to the fiscal year ended June 30, 1999.
Expenses increase by 20% for the fiscal year ended June 30,
2000 compared to June 30, 1999.
Net Income increased by 3% for the final year ended June 30,
2000 compared to June 30, 1999.
II-11
ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)(NOTE 1A)
YEARS ENDED JUNE 30, 2001, 2000 AND 1999
AUDITED
I N D E X
PAGE
Independent Auditor's Report II-13
FINANCIAL STATEMENTS:
Balance Sheets II-14
Statements of Operations II-15
Statements of Changes in Partners' Capital
(Deficit) II-16
Statements of Cash Flows II-17/18
Notes to Financial Statements II-19/29
SUPPLEMENTAL INFORMATION:
Exhibits indicating the Computation of
Earnings per Unit IV-5
Selected Financial Data II-2
II-12
FREEMAN, BUCZYNER & GERO
ONE SOUTHEAST THIRD AVENUE
SUITE 2120
MIAMI, FLORIDA 33131
305-375-0766
INDEPENDENT AUDITOR'S REPORT
To the Partners
All-State Properties, L.P.
Lauderhill, Florida
We have audited the accompanying balance sheets of All-State
Properties L.P. as of June 30, 2001, and 2000 and the
related statements of operations, partners' capital and cash
flows for each of the three years in the period ended June
30, 2001. 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 audit provides
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 All-State Properties L.P. at June 30, 2001 and
2000 and the results of its operations and its cash flows
for each of three years in the period ended June 30, 2001 in
conformity with generally accepted accounting principles.
October 10, 2001
II-13
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP) (NOTE 1A)
BALANCE SHEETS
JUNE 30, 2001 AND 2000
(AUDITED)
A S S E T S
JUNE 30
2 0 0 1 2 0 0 0
Cash $ 402,042 $ 5,316
Other Assets $ 1,210 $ 1,210
Undistributed earnings in
partnerships (Notes 1, 2 and 12) 254,894 -
Total Asset $ 658,146 6,526
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
LIABILITIES:
Notes payable (Notes 4 $ - 612,077
and 8) 4% convertible
subordinated debentures
(Notes 5 and 8) - 2,628,518
Partnership distributions
payable (Note 9) 314,451 252,496
Notes payable - related
party (Note 2) - 225,116
Accounts payable and
other liabilities
(Note 7) 12,039 43,319
$ 326,490 $ 3,761,526
DEFICIENCY IN PARTNERSHIPS:
Undistributed earnings
(loss) of partnerships
(Notes 1C, 1D, 2 and 4) $ - $ 1,033,229
COMMITMENTS AND CONTINGENCIES
(Notes 2,11 and 12) $ - $ -
PARTNERS' CAPITAL (DEFICIT):
Partners' capital (deficit)
(3,772,419 units authorized,
3,118,065 units outstanding)
(Notes 4, 6 and 9) $ 515,299 $ (4,558,180)
Notes receivable-officers/
partners including
accrued interest of
$90,191 in 2000 1 and
$84,518 in 1999 (Note 3) (183,643) (230,049)
$ 331,656 $ (4,788,229)
TOTAL LIABILITIES AND PARTNERS'
CAPITAL (DEFICIT) $ 658,146 $ 6,526
See notes to financial statements.
II-14
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP) (NOTE 1A)
STATEMENTS OF OPERATIONS
YEARS ENDED JUNE 30, 2001, 2000 AND 1999
AUDITED
2 0 0 1 2 0 0 0 1 9 9 9
REVENUES (Note 10):
Income (loss) from real
estate partnership
(Note 2) $ 6,872,555 $ 683 $ (23,295)
Interest and dividend
income (Note 3) 59,564 6,082 7,364
$ 6,932,119 $ 6,765 $ (15,931)
COST AND EXPENSES:
Selling, general and
administrative
expenses(Note 1E) $ 70,128 $ 46,270 $ 99,937
Interest (Notes 1E,
4 and 5) 18,660 134,692 120,080
Total $ 88,788 $ 180,962 $ 220,017
NET INCOME (LOSS) $ 6,843,331 $ (174,197) $ (235,948)
NET INCOME OR (LOSS)
PER PARTNERSHIP UNIT
(Note 1F) $ 2.19 $ (0.05) $ (0.08)
CASH DISTRIBUTIONS PER
UNIT $ 0.40 $ NONE $ NONE
See notes to financial statements.
II-15
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP) (NOTE 1A)
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
YEARS ENDED JUNE 30, 2001, 2000 AND 1999
AUDITED
NOTES TOTAL
RECEIVABLE PARTNERS
NUMBER GENERAL LIMITED OFFICERS/ CAPITAL
OF UNITS PARTNER PARTNERS PARTNERS (DEFICIT)
BALANCE - June 30, 1998 3,118,065 $ 2 $ (4,148,035) $ (218,845) $ (4,366,880)
Net loss - - (235,948) - (235,948)
Net increase in notes receivable-
partners - - - (5,531) (5,531)
BALANCE - June 30, 1999 3,118,065 $ 2 $ (4,383,983) $ (224,376) $ (4,608,359)
Net loss - - (174,197) - (174,197)
Net increase in notes receivable-
partners - - - (5,673) (5,673)
BALANCE - June 30, 2000 3,118,065 $ 2 $ (4,558,180) $ (230,049) $ (4,788,229)
Net income - - 6,843,331 - 6,843,331
Net decrease in notes receivable-
partners - - - $ 46,406 46,406
Partners distributions - - (1,769,852) - (1,769,852)
BALANCE - June 30, 2001 3,118,065 $ 2 $ 515,299 $ (183,643) $ 331,656
See notes to financial statements.
II-16
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP) (NOTE 1A)
STATEMENTS OF CASH FLOWS
YEARS ENDED JUNE 30, 2001, 2000 AND 1999
AUDITED
YEARS ENDED JUNE 30,
2 0 0 1 2 0 0 0 1 9 9 9
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS
(Note 1G)
Cash Flows from Operating
Activities:
Cash received principally
from rental activities
and sale of condominiums $ - $ - $ -
Interest and dividends
and other income received 105,970 1,079 1,833
Cash paid for selling,
general and administrative
expenses (101,408) (33,425) (101,130)
Interest paid (1,187,175) (42,710) (12,457)
Net Cash (Used)
Provided by Operating
Activities (1,182,613) $ (75,056) $ (111,754)
Cash Flows from Financing
Activities:
Proceeds(payment) from
notes payable - net (508,461) 24,359 $ 113,044
Proceeds (payments) on
note-related party - net (145,537) 17,237 15,098
Payment of Debentures (1,643,198) - -
Net Cash Provided
(Used) by Financing
Activities $ (2,297,196)$ 41,596 $ 128,142
Cash Flows from Investing
Activities:
Distribution to partners (1,707,897) - -
Distribution from partner-
ship 5,584,432 18,351 -
Net Cash Provided (Used)
by Investing Activities 3,876,535 18,351 -
See notes to financial statements.
II-17 (1 of 2)
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP) (NOTE 1A)
STATEMENTS OF CASH FLOWS
YEARS ENDED JUNE 30, 2001, 2000 AND 1999
AUDITED
2 0 0 1 2 0 0 0 1 9 9 9
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS $ 396,726 $ (15,109) $ 16,388
CASH AND CASH EQUIVALENTS
AT BEGINNING OF YEAR 5,316 20,425 4,037
CASH AND CASH EQUIVALENTS
AT END OF YEAR $ 402,042 $ 5,316 $ 20,425
See notes to financial statements
II-17 (2 of 2)
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP) (NOTE 1A)
STATEMENTS OF CASH FLOWS (CONTINUED)
YEARS ENDED JUNE 30, 2001, 2000 AND 1999
AUDITED
YEARS ENDED JUNE 30,
2 0 0 1 2 0 0 0 1 9 9 9
Reconciliation of net income(loss)
to net cash (used) provided
by operating activities:
Net Income (Loss) $ 6,843,331 $ (174,197) $ (235,948)
Adjustments to reconcile net
(loss) to net cash (used)
provided by operating
activities:
(Profit) Loss from real
estate partnership (6,872,555) (683) 23,295
Changes in assets and liabilities:
Increase (Decrease) in
accrued interest -
notes payable (103,616) 14,493 29,581
Increase (Decrease)in
accrued interest-related
party notes (net) (79,579) 13,074 12,958
(Increase) decrease in
notes receivable-partners 46,406 (5,673) (5,531)
Decrease (increase) in other
assets - - 1,746
Increase (decrease) in 4%
Convertible subordinated
debenture accrued interest (985,320) 65,084 65,084
(Decrease) increase in
accounts payable and other
liabilities (31,280) 12,846 (2,939)
Total Adjustments $ (8,025,944) $ 99,141 $ 124,194
NET CASH (USED) PROVIDED BY
OPERATING ACTIVITIES $ (1,182,613) $ (75,056) $ (111,754)
See notes to financial statements.
II-18
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP) (NOTE 1A)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2001, 2000 AND 1999
AUDITED
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. Organization and Operations
All-State Properties L.P. (a limited partnership) (the
Partnership) was organized under the Revised Uniform
Limited Partnership Act of Delaware on April 27, 1984
to conduct the business formerly carried on by a
predecessor corporation, All-State Properties, Inc.
(the Corporation). Pursuant to a Plan of Liquidation
adopted by shareholders of the Corporation on September
30, 1984, the Corporation transferred substantially all
of its assets to the Partnership, and the Corporation
distributed such limited partnership interests to its
shareholders.
The Partnership's principal business has been land
development and the construction and sale of
residential housing in Broward County, Florida.
However, it has substantially completed its land
development activities and the sale of residential
housing. Its present activities are:
Through a 36.12% owned Florida limited liability
corporation, Tunicom LLC (Tunicom)(formerly known as
Unicom Partnership Ltd.) the partnership was engaged
in the operation of a 324-unit adult rental apartment
project on 78.2 acres of land.
Through a 50% owned real estate joint venture, City
Planned Communities (CPC), The Partnership was
engaged in the development and sale of commercial and
residential land.
B. Operations and Income Recognition
The Company was primarily engaged, in South Florida, in
the development and sale of land through a 50% owned
real estate partnership, City Planned Communities which
is substantially inactive as of June 30, 2001, except
for various intercompany loans and advances (Note 2).
II-19
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP) (NOTE 1A)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2001, 2000 AND 1999
AUDITED
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
B. Operations and Income Recognition (Continued)
It also was involved in the construction and sale of
residential condominiums through a 99% owned limited
partnership interest in Wimbledon Development Ltd. As
of June 30, 2000, all the land and condominiums owned
by Wimbledon have been sold (Note 1A). In addition, the
Company has a 36.12% limited partnership interest in
Tunicom LLC. (Note 2), which had constructed and
operated an adult apartment rental community that was
sold during the current year (Note 12).
II-20
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP) (NOTE 1A)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2001, 2000 AND 1999
AUDITED
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
C. Income (Loss) Per Partnership Unit
Income (loss) per partnership unit is computed by dividing
the net income (loss) by the weighted average number of
units outstanding. No effect is given to the convertible
debentures that are dilutive and have been repaid
subsequent to June 30, 2000. (See Note 5).
D. Cash and Cash Equivalents
For the purposes of the statements of cash flows, the
Company considers all highly liquid investments with a
maturity of three months or less to be cash equivalents.
E. Use of 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, the
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.
NOTE 2 - EQUITY (DEFICIENCY) IN PARTNERSHIPS AND NOTE
RECEIVABLE
The Company owns a 50% interest in City Planned Communities
(a general partnership) (CPC). In September 1986, the
Company acquired a 49.5% (subsequently adjusted to 36.12%)
(Note 2) limited partnership interest in a Tunicom LLC
(formerly known as Unicom Partnership Ltd.)(Note 12). The
beneficial owners of Tunicom LLC were substantially the
same as the beneficial owners of City Planned Communities.
Tunicom LLC acquired land from City Planned Communities and
constructed an adult apartment rental community.
CPC advanced approximately $12,700,000 to Tunicom. The
funds have been used by Tunicom to fund project costs and
the operating deficit. In June, 1995, the partners of CPC
agreed to contribute $13,351,210 in notes, loans and
accrued interest to Tunicom's capital. In the current year,
through the sale of substantially all the assets of Tunicom
(Note 12), funds were generated to repay the liability in
full.
II-21
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP) (NOTE 1A)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2001, 2000 AND 1999
AUDITED
NOTE 2 - EQUITY (DEFICIENCY) IN PARTNERSHIPS AND NOTE
RECEIVABLE (Continued)
The Company discontinued applying the equity method to its
investment in Tunicom LLC. (Tunicom) in 1988 when the
investment account was reduced to zero. The Company resumed
applying the equity method in the current year after its
share of the net income exceeded the share of net losses
not recognized during the period the equity method was
suspended. The unrecognized income or losses was not
included in the Company's partners' deficiency.
The Company's share of Tunicom's income (loss) was
$5,896,110 in 2001, $150,945 in 2000 and $(127,779) in
1999.
The details of the related party obligations between City
Planned Communities and the Company are as follows:
JUNE 30,
2 0 0 1 2 0 0 0 1 9 9 9
Note receivable from City
Planned Communities -
Unsecured demand loan,
interest at 8.5% per
annum including accrued
interest $ - $ - $ 17,906
Note payable to City
Planned Communities -
unsecured demand loan,
interest at 8.5% per
annum, including
accrued interest - (225,116) (212,711)
NET $ - $ (225,116)$ (194,805)
II-22
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP) (NOTE 1A)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2001, 2000 AND 1999
AUDITED
NOTE 2 - EQUITY (DEFICIENCY) IN PARTNERSHIPS AND NOTE
RECEIVABLE (Continued)
The Company's equity (deficiency) in the partnership and
the percentage of the equity (deficit) in the partnerships
to the total assets of the Company as of June 30, is as
follows,
CITY TUNICOM
PLANNED PARTNERSHIP
COMMUNITIES LTD.
(NOTE 10) (NOTE 12) COMBINED
2001 $ (68,208) $ 323,102 $ 254,894
2001 (26.75%) 126,759 (100.0%)
2000 $ (1,033,229) $ -0- $ (1,033,229)
2000 (100.0%) -0- (100.0%)
1999 $ (1,015,561) $ -0- $ (1,015,561)
1999 (100.0%) -0- (100.0%)
In consideration of cash advances made and services
rendered by certain individuals to Tunicom, Tunicom agreed
to distribute 26.76% (including 5% to the general partner
of the Company) of any of its cash that becomes available
for distribution.
The balance of any cash available for distribution up to
$13,351,210 was distributed to the Company and Newnel
Partnership for the benefit of CPC. The remaining cash will
be distributed 26.76% to the aforementioned individuals and
the remainder as follows:
1.34% to F. Trace, Inc., the former general partner
of Tunicom
49.33% to Newnel Partnership
3.60% to certain individuals who made cash advances
to Tunicom on behalf of the Company.
45.73% to the Company
100.00%
II-23
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP) (NOTE 1A)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2001, 2000 AND 1999
AUDITED
NOTE 2 - EQUITY (DEFICIENCY) IN PARTNERSHIPS AND NOTE
RECEIVABLE (Continued)
Subsequently, of the holders of the 26.76%, individuals
receiving 23.27% were admitted as limited partners of
Tunicom, with the 3.49% remaining as non-partner
distributees. Restating the above to reflect the admission
of the aforesaid individuals as limited partners, the cash
flow available for distribution after the payment of the
$13,351,210 will be distributed as follows:
3.49% to the non-partner distributees
As to the partners:
1.00% to F. Trace, Inc., the former general partner
of Tunicom
23.27% to the newly admitted limited partners
36.12% to Newnel Partnership
36.12% to the Company (including 3.60% given to
certain individuals who made cash advances
to Tunicom on behalf of the Company)
100.00%
The amount of the distribution to be received by the
Company is the same under both of the above calculations.
In addition, CPC assigned 9.00% of any of its cash that
becomes available for distribution to certain individuals
for funds advanced by them to CPC.
The Company also assigned 10.23% of its share of
distributions from CPC to individuals in consideration of
funds advanced by them to the Company.
NOTE 3 - NOTES RECEIVABLE - PARTNERS
The former treasurer and the general partner of the
Company, who were officers of the predecessor corporation,
originated on April 19, 1984 the notes receivable when they
exercised their options to acquire 130,000 shares of common
stock, which were subsequently exchanged for limited
partnership units. The Company received cash and notes
receivable from the transaction.
The notes receivable in the amount of $183,643, including
accrued interest, mature July 2001 and accrue interest at
4% per annum.
II-24
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP) (NOTE 1A)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2001, 2000 AND 1999
AUDITED
NOTE 3 - NOTES RECEIVABLE - PARTNERS (Continued)
The notes are non-recourse; however, the Company has a lien
on and a security interest in the units. Cash distributions
which were previously applied as mandatory prepayments at
50% were increased to 100% and are to be applied first to
accrued interest, and then as a reduction of principal until
paid in full. The notes have been fully reserved in prior
years and are reflected as part of the Partners' deficit. In
the current year $52,000 of distributions were applied to
the payment of interest.
2 0 0 1 2 0 0 0 1 9 9 9
NOTE 4 - NOTES PAYABLE
Notes payable at June 30
consist of the following:
Notes payable - individual (in-
cluding accrued interest of
$0, $10,852 and $7,124 re-
spectively) due December 31,
2000. Interest at 10% per annum.
The Company assigned a 1% par-
ticipation in profits and cash
flow from Tunicom or City
Planned Communities in order to
obtain this loan. (Notes 2 and
10). $ - $ 48,026 $ 44,299
Note payable - individuals (in-
cluding accrued interest of
$0, $92,764 and $81,999 re-
spectively) due on demand, inter-
est from 8.5% to 15% per annum,
unsecured. The Company assigned
7.5% of its potential distribu-
tions from City Planned Communi-
ties to the individuals in order
to obtain this loan and other
funds advanced on the Company's
behalf. (See Note 2). - 564,052 528,927
$ - $ 612,078 $ 573,226
II-25
ALL STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP) (NOTE 1A)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2001, 2000 AND 1999
AUDITED
NOTE 5 - 4% CONVERTIBLE SUBORDINATED DEBENTURES
The 4% convertible subordinated debentures at June 30,
consist of the following:
2 0 0 1 2 0 0 0 1 9 9 9
Convertible at $3
per unit $ - $ 1,625,301 $ 1,625,301
Convertible at $1
per unit - 1,811 1,811
Accrued interest
(Note 8) - 1,001,406 936,321
$ - $ 2,628,518 $ 2,563,433
In August 2000, the debentures and accrued interest were
repaid from the proceeds received from Tunicom LLC's sale of
its adult rental project. (See Note 13).
NOTE 6 - INCOME TAXES
The partnership is not subject to income taxes. Instead, the
partners are required to include in their income tax return
their share of the Company's income or loss as adjusted to
reflect the effects of certain transactions which are
accorded different accounting treatment for federal income
tax purposes. The partnership's approximate income (losses)
for tax reporting purposes for the years ended June 30, 2001,
2000 and 1999 was $6,800,000, ($170,000) and ($236,000),
respectively, which approximates income (losses) of $2.19,
($0.05), and ($0.08) per unit, respectively, based on
3,118,065 outstanding partnership units.
II-26
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP) (NOTE 1A)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2001, 2000 AND 1999
AUDITED
NOTE 7 - ACCOUNTS PAYABLE AND OTHER LIABILITIES:
Account payable and other
liabilities at June 30
consist of the following:
2 0 0 1 2 0 0 0 1 9 9 9
Fees 4,499 16,485 8,705
Other 7,540 26,833 21,769
$ 12,039 $ 43,318 $ 30,474
NOTE 8 - ACCRUED INTEREST
Accrued interest con-
sists of the following:
2 0 0 1 2 0 0 0 1 9 9 9
Interest payable included
in notes payable (Note 4) $ - $ 103,616 $ 89,123
Interest included in 4%
convertible subordinated
debentures (Notes 5
and 10) - 1,001,406 936,321
$ - $ 1,105,022 $1,025,444
NOTE 9 - PARTNERS' CAPITAL (DEFICIT)
As of June 30, 2000, there are 1,523 shareholders holding
264,308 shares of the predecessor corporation that have not
converted their stock certificates into limited partnership
units. The limited partnership, from inception through June
30, 2001, has declared accumulated distributions of $1.25
per each unit of partnership outstanding. The partnership
distributions payable represent the Company's liability if
the stock certificates are converted into partnership
units.
The Company made cash distributions to its units owners
during the year June 30, 2001 of $.40 per unit.
NOTE 10 - RESTRUCTURED FINANCING
In October of 1993, the Company was liable on a bank
interest and principal totaling $270,974 on two outstanding
obligations (See Note 4). A limited partner of the Company
II-27
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP) (NOTE 1A)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2001, 2000 AND 1999
AUDITED
NOTE 10 - RESTRUCTURED FINANCING (Continued)
purchased the obligation from the bank for $125,000 and
advanced another $25,000 to the Company. The Company and
the individual entered into a modification of the original
mortgage and also assigned to the individual a 1%
participation in profits and cash flows from Tunicom or
City Planned Communities.
The obligation originally maturing on August 1, 1995 was
extended to and modified as of August 1, 1997 converting
all unpaid interest to principal and all principal will
accrue interest at 10% per annum. This new note and accrued
interest became due on December 31, 2000 and was paid.
NOTE 11 - LEGAL PROCEEDINGS
The limited partnership in which the Company is the
limited partner was named as a defendant in a lawsuit
seeking all damages allowable under the Florida Wrongful
Death Act. A motion to dismiss the limited partnership was
filed and granted by the circuit court judge. Plaintiffs
appealed the order dismissing the limited partnership in
this litigation. In March 2001, the appellate court
affirmed the lower court's final order of dismissal with
prejudice. As a result, the plaintiffs no longer have a
case again Wimbledon Development Ltd., the limited
partnership.
II-28
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP) (NOTE 1A)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2001, 2000 AND 1999
AUDITED
NOTE 12 - TUNICOM LLC - LEASE AGREEMENT
Effective July 1, 1997, Tunicom entered into an agreement
with an intended purchaser who leased the facility for a
three-year period after which time the purchaser would
purchase the property or cancel the option and forfeit
their deposit. The agreement called for the tenant to pay
Tunicom a base rent equal to the monthly principal and
interest on the outstanding HUD financing plus the amounts
necessary for payment of the various escrows related to the
HUD financing. The tenant retained $821,712, $1,175,000,
and $1,275,000, respectively, during the three year period,
and Tunicom was paid all other remaining revenue from the
facility.
In connection with the sale of the adult rental retirement
facility (Note 4), Tunicom LLC ("Tunicom") (a limited
liability corporation), was formed on August 14, 2000 as
the successor to Unicom Partnership, Ltd. ("Unicom"). Since
Tunicom succeeded to all of the assets and the liabilities
of Unicom, all previous references to Unicom are referred
to as Tunicom hereafter. Tunicom was formed in October 1986
to acquire land from "CPC" for the purpose of constructing
and operating a 324 unit adult rental retirement project.
All-State and entities under common control with other
partners of "CPC" have a substantial limited partnership
interest in Tunicom. Accordingly, the beneficial owners of
Tunicom are substantially the same of those of "CPC".
On August 16, 2000, Tunicom sold the adult rental
retirement facility, including the real property and
certain tangible and intangible assets, for a purchase
price of $47,159,295. After giving effect to the deposit of
$4,500,000 previously accounted for, the existing mortgage
in the amount of $26,720,254 and various adjustments,
Tunicom received net proceeds of $16,379,732. Tunicom
distributed $16,200,000 to its partners and All-State
Properties, L.P.'s share was approximately $5,800,000,
which was used to pay the Company's outstanding debentures
and accrued interest in the amount of $2,638,324 and
liabilities in the amount of $769,038.
Total revenue includes additional income in the amount of
$5,150,666 from real estate partnerships resulting from the
realization of a $4,407,944 (All-State Properties' share)
allowance for loss that had been previously deducted
against the investment in Tunicom and the balance from the
adjustment of the Company's equity in the partnerships.
II-29
CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND TUNICOM LLC (A LIMITED LIABILITY CORPORATION)
COMBINED COMPILED FINANCIAL STATEMENTS
JUNE 30, 2001
AUDITED
C O N T E N T S
PAGE
Independent Auditor's Report II-31
Combined Financial Statements:
Balance Sheets II-32
Statements of Operations II-33
Statements of Partners' Capital (Deficit) II-34
Statements of Cash Flows II-35/37
Notes to Financial Statements II-38/43
Supplemental Information:
Explanation of eliminations to combining
financial statements II-44
Combining Balance Sheets II-45/48
Combining Statements of Operations II-49/51
Combining Statements of Partners' Capital
(Deficit) II-52
Combining Statements of Cash Flows II-53/61
Selected Financial Data II-3
II-30
FREEMAN, BUCZYNER & GERO
ONE SOUTHEAST THIRD AVENUE
SUITE 2120
MIAMI, FLORIDA 33131
305-375-0766
INDEPENDENT AUDITOR'S REPORT
To The Partners
City Planned Communities and
Tunicom LLC
Lauderhill, Florida
We have audited the accompanying combined balance sheets of City
Planned Communities and Tunicom LLC (F.K.A. Unicom Partnership, Ltd.
- - Note 8) as of June 30, 2001 and 2000 and the related statements of
operations, partners' capital and cash flows for each of the three
years in the period ended June 30, 2001. 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 audit provides a
reasonable basis for our opinion.
In our opinion, the combined financial statements referred to above
present fairly, in all material respects, the financial position of
City Planned Communities and Tunicom LLC (F.K.A. Unicom Partnership,
Ltd.) as of June 30, 2001 and 2000, and the results of its
operations and its cash flows for each of the three years in the
period ended June 30, 2001, in conformity with generally accepted
accounting principles.
October 10, 2001
II-31
CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND TUNICOM LLC (A LIMITED LIABILITY CORPORATION)
COMBINED BALANCE SHEETS
JUNE 30, 2001 AND 2000
AUDITED
A S S E T S
2 0 0 1 2 0 0 0
Property and equipment, at cost
(Notes 1B, 5, 6C and 8):
Building, including land only of
$161,816 in 2001 and $1,085,579
of land in 2000 $ 161,916 $ 33,474,770
Furniture and equipment - 1,711,396
China, glassware, silverware and
utensils - 41,713
$ 161,916 $ 35,227,879
Less accumulated depreciation
and amortization - (9,740,474)
$ 161,916 $ 25,487,405
Cash 165,722 1,665,025
Cash - restricted for tenants'
security deposits - 781,050
Note receivable - related parties - 310,190
Real estate for sale - at cost
(Note 5 and 8) - land - 9,666
Deferred management fees -
related party (Notes 1A ,4 and 8) 34,103 631,543
Funds held in escrow - 584,283
Prepaid expenses 401,401 152,710
Other assets - 497,968
TOTAL ASSETS $ 763,142 $ 30,119,840
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
LIABILITIES:
Mortgage loan payable, including
$177,775 of accrued interest
(Note 5 and 8) $ - $ 26,844,048
Notes payable - others - 85,637
Notes payable - related parties,
including $5,944 of accrued
interest, (Note 2) - 35,944
Accounts payable and accrued
expenses (Note 3) 5,041 1,170,367
Tenant security deposits - 732,202
Deferred interest (Note 5 and 8) - 2,212,612
Option deposit (Note 6C and 8) - 4,500,000
$ 5,041 $ 35,580,810
See notes to combined financial statements.
II-32 (1 of 2)
CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND TUNICOM LLC(A LIMITED LIABILITY CORPORATION)
COMBINED BALANCE SHEETS
JUNE 30, 2001 AND 2000
AUDITED
LIABILITIES (CONTINUED):
COMMITMENTS AND CONTINGENCIES
(Notes 4, 6, and 7) - -
PARTNERS' CAPITAL (DEFICIT)
(Notes 4 & 6B) 758,101 (5,460,970)
TOTAL LIABILITIES AND PARTNERS'
CAPITAL (DEFICIT) $ 763,142 $ 30,119,840
See notes to combined financial statements.
II-32 (2 of 2)
CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND TUNICOM LLC (A LIMITED LIABILITY CORPORATION)
COMBINED STATEMENTS OF OPERATIONS
YEARS ENDED JUNE 30, 2001, 2000, AND 1999
AUDITED
2 0 0 1 2 0 0 0 1 9 9 9
REVENUES:
Net sale of assets
(Note 8) $ 21,705,571 $ - $ -
Interest and other
income 50,487 13,832 18,818
Lease income (Note 6C) - 5,744,412 5,352,291
Forgiveness of interest
(Note ?) $ 2,226,737 $ - $ -
$23,982,795 $ 5,758,244 $ 5,371,109
EXPENSES:
General and adminis-
trative (Note 4) $ 982,114 $ 1,396,899 $ 1,217,305
Taxes and insurance 92,046 624,761 507,265
$ 1,074,160 $ 2,021,660 $ 1,724,570
NET INCOME BEFORE DEPRE-
CIATION, AMORTIZATION
AND INTEREST: $ 22,908,635 $ 3,736,584 $ 3,646,539
OTHER EXPENSES:
Interest (Note 1C) $ 272,309 $ 2,259,354 $ 2,306,611
Depreciation and
amortization - 1,057,963 1,032,755
$ 272,309 $ 3,317,317 $ 3,339,366
NET INCOME $ 22,636,326 $ 419,267 $ 307,173
See notes to combined financial statements.
II-33
CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND TUNICOM LLC (A LIMITED LIABILITY CORPORATION)
COMBINED STATEMENTS OF PARTNERS' CAPITAL (DEFICIT)
YEARS ENDED JUNE 30, 2001, 2000 AND 1999
AUDITED
2 0 0 1 2 0 0 0 1 9 9 9
PARTNERS' CAPITAL
(DEFICIT)- Beginning $ (5,460,970) $ (5,603,863) $(5,683,263)
Distributions
(Notes 4 & 6B) (16,417,255) (848,936) (1,572,000)
Contributions
(Notes 4 & 6B) - 572,562 1,344,227
Net income 22,636,326 419,267 307,173
PARTNERS' CAPITAL
(DEFICIT) - Ending $ 758,101 $ (5,460,970) $ (5,603,863)
See notes to combined financial statements.
II-34
CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND TUNICOM LLC (A LIMITED LIABILITY CORPORATION)
COMBINED STATEMENTS OF CASH FLOWS
YEARS ENDED JUNE 30, 2001, 2000 AND 1999
AUDITED
2 0 0 1 2 0 0 0 1 9 9 9
INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS
Cash Flows from Operating
Activities:
Interest received $ 144,191 $ 1,428 $ 18,818
Cash paid - interest (407,180) (2,319,213) (2,299,245)
Cash paid - suppliers,
employees and admini-
strative expenses (1,482,450) (2,024,381) (1,504,950)
Net sales of property 43,214,691 5,677,155 5,352,291
Net Cash (Used) Pro-
vided by Operat-
ing Activities $ 41,469,252 $ 1,334,989 $ 1,566,914
Cash Flows from Investing
Activities:
Capital expenditures -
net $ - $ (160,480)$ (311,913)
Tenant security de-
posits - (30,508) 36,997
Partners' (distribu-
tions)contributions
- net (16,417,256) (276,374) (227,775)
Net Cash Provided
(Used) by Invest-
ing Activities $(16,417,256)$ (467,362)$ (502,691)
Cash Flows from Financ-
ing Activities:
Cash received (paid)
- related party $ 200,611 $ (554,617)$ (454,621)
Cash received (paid)
notes & mortgages (26,751,910) (174,867) (211,340)
Net Cash (Used) Pro-
vided by Financing
Activities $ (26,551,299) $ (729,484)$ (665,961)
See notes to combined financial statements.
II-35
CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND TUNICOM LLC (A LIMITED LIABILITY CORPORATION)
COMBINED STATEMENTS OF CASH FLOWS (CONTINUED)
YEARS ENDED JUNE 30, 2001, 2000 AND 1999
AUDITED
2 0 0 1 2 0 0 0 1 9 9 9
NET INCREASE (DECREASE)
IN CASH AND CASH
EQUIVALENTS $ (1,499,303) $ 138,143 $ 398,262
CASH AND CASH EQUIVA-
LENTS-BEGINNING OF
YEAR 1,665,025 1,526,882 1,128,620
CASH AND CASH EQUIVA-
LENTS-END OF YEAR $ 165,722 $ 1,665,025 $ 1,526,882
See notes to combined financial statements.
II-36
CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND TUNICOM LLC (A LIMITED LIABILITY CORPORATION)
COMBINED STATEMENTS OF CASH FLOWS (CONTINUED)
YEARS ENDED JUNE 30, 2001, 2000 AND 1999
AUDITED
2 0 0 1 2 0 0 0 1 9 9
Reconciliation of net
income to net cash
provided (used)by
operating activities:
Net income $ 22,636,326 $ 419,267 $ 307,173
Adjustments to reconcile
net income (loss) to net
cash provided (used) by
operating activities:
Decrease in property,
plant & equipment $ 24,496,319 $ - $ -
Depreciation and
amortization - 1,057,963 951,325
Increase (decrease)
in accrued interest
notes payable (134,871) (59,858) (7,916)
(Increase) decrease in
prepaid expense 159,596 1,509 94,444
Decrease (increase) in
other assets and ac-
counts receivable - 60,314 64,693
(Decrease) increase in
accounts payable and
accrued expenses (1,165,326) (144,206) 157,195
Decrease in deferred
management fee 597,440 - -
Decrease in deferred
profit (2,987,200) - -
Decrease in un-
amortized interest (2,212,612) - -
Decrease notes re-
ceivables 79,579 - -
Total Adjustments $ 18,832,925 $ 915,722 $ 1,259,741
NET CASH (USED) PROVIDED
BY OPERATING ACTIVI-
TIES $ 41,469,252 $ 1,334,989 $ 1,566,914
See notes to combined to financial statements.
II-37
CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND TUNICOM LLC (A LIMITED LIABILITY CORPORATION)
NOTES TO COMBINED FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2001, 2000 AND 1999
AUDITED
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. Organization, Operations and Principles of Combination
1. City Planned Communities (Hereafter CPC)
The Partnership was formed in 1968 and was engaged
in the business of land sales in Broward County,
Florida (the Partnership is relatively inactive).
The two fifty percent partners of CPC are All-State
Properties L.P. (a limited partnership) and NLI
Partners, Ltd. (a limited partnership).
2. Tunicom LLC (Hereafter Tunicom)
The limited liability coporation (formerly known as
Unicom Parntership, Ltd.)was formed on October 27,
1986 to acquire land from CPC for the purpose of
constructing and operating a 324 unit rental project
in Broward County, Florida, which operated as an
adult apartment rental complex (AARC). Effective
July, 1997, Tunicom leased its property and in
August 2000 the rental property was sold (Note 7).
3. Basis for Combination
All-State Properties L.P. and entities under common
control with the partners of NLI Partners, Ltd. have
a 93% limited partnership interest in Tunicom.
Accordingly, the beneficial owners of Tunicom are
substantially the same as those of CPC. Therefore,
the financial statements of CPC and Unicom are being
presented on a combined basis to offer a more
complete presentation of the related entities. All
intercompany transactions have been eliminated in
combination.
In 1987, Tunicom purchased 78 acres of land from
CPC. Due to the related ownership and control of the
two entities and in accordance with prescribed
accounting standards (Note 1D), the gross profit of
approximately $3,158,000 from this sale, computed as
follows, has been deferred until the current year
when substantially all the property was sold and
$2,987,200 profit was recognized.
II-38
CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND TUNICOM LLC (A LIMITED LIABILITY CORPORATION)
NOTES TO COMBINED FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2001, 2000 AND 1999
AUDITED
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
A. Organization, Operations and Principles of Combination
(Continued)
3. Basis for Combination (Continued)
Selling price $ 4,000,000
Cost of land and land development (822,000)
Closing costs (20,000)
$ 3,158,000
Pursuant to the Management Agreement with the
deceased Managing Partner, the management fee
related to this transaction was paid and the expense
was deferred until the profit was recognized.
4. Cash and Cash Equivalents
For purposes of the statements of cash flows, the
Company considers all unrestricted cash with
maturities of three months or less to be cash
equivalents. Bank Repurchase Agreements totaling
$78,982 and $1,584,666 were included in cash as of
June 30, 2001 and 2000, respectively.
5. Use of 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 periods. Actual
results could differ from those estimates.
B. Property and Equipment (Note 7)
1. Building was depreciated using the straight-line
method over an estimated useful life of 40 years for
financial statement purposes, whereas the modified
accelerated cost recovery system (MACRS) method over
27-1/2 years is used for tax presentation. Since the
company is a partnership, income or losses are
reported by the partners. Accordingly, no tax effect
results from the temporary differences.
II-39
CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND TUNICOM LLC (A LIMITED LIABILITY CORPORATION)
NOTES TO COMBINED FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2001, 2000 AND 1999
AUDITED
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)
B. Property and Equipment (Continued)
2. Furniture and equipment were depreciated using MACRS for
both tax and financial statement presentation.
Differences between this method and other accelerated
depreciation methods are not material.
3. China, glassware, silverware and utensils were
represented by a base inventory. Additional acquisitions
are expensed when purchased. The base inventory will
only change if material variances occur.
C. Interest
In accordance with FASB Nos. 34 and 67, Capitalization of
Interest Cost and Accounting for Costs and Initial Rental
Operation of Real Estate Projects, interest and real estate
taxes on qualifying assets under construction were
capitalized until such time as the property was ready for
its intended use. Thereafter, such expenses are period
costs. During the years ended June 30, 2001, 2000 and 1999,
total interest incurred of $272,309, $2,259,354 and
$2,306,611, respectively was charged to operations.
D. Income Tax Reporting
For income tax purposes, CPC reports on the cash basis of
accounting while Tunicom reports on the accrual basis.
Both utilize the accrual basis of accounting for financial
reporting purposes. No provision is made in the financial
statements for income taxes since such taxes are the
responsibility of the partners and not the partnerships.
NOTE 2 - NOTES PAYABLE - RELATED PARTIES
Funds advanced by various partners,
evidenced by unsecured demand notes,
bearing interest at prime rate.
2 0 0 1 2 0 0 0
Total principal $ - $ 30,000
Accrued interest - 5,944
$ - $ 35,944
II-40 (1 of 2)
CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND TUNICOM LLC (A LIMITED LIABILITY CORPORATION)
NOTES TO COMBINED FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2001, 2000 AND 1999
AUDITED
NOTE 3 - ACCOUNTS PAYABLE AND ACCRUED
EXPENSES
Accounts payable and accrued
expenses at June 30, 2001 and
2000 consist of the following:
2 0 0 1 2 0 0 0
Accounts payable $ 1,641 $ 968,367
Real estate taxes 3,400 202,000
$ 5,041 $ 1,170,367
II-40 (2 of 2)
CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND TUNICOM LLC (A LIMITED LIABILITY CORPORATION)
NOTES TO COMBINED FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2001, 2000 AND 1999
AUDITED
NOTE 4 - TRANSACTIONS WITH RELATED PARTIES
Management Agreements
In a prior year, Tunicom entered into an agreement with
an individual who is the general partner of All-State
Properties L.P., to oversee the day-to-day operations of
the AARC. In the prior year Tunicom assigned a 5%
interest of all available cash flows to the individual
for services rendered. (See Note 6A)
NOTE 5 - MORTGAGE LOAN PAYABLE
The mortgage balance of $27,638,956 was modified on July
28, 1995. The rate of interest was reduced to 8%,
including servicing while the maturity date remained
unchanged at January 1, 2029. The mortgage is insured by
the Department of Housing and Urban Development (HUD) and
is payable in monthly installments of $198,051. As a
result of the mortgage modification $2,498,809 in accrued
interest was forgiven. This amount is recorded as a
deferred interest adjustment and is being amortized over
the remaining term of the mortgage. Interest forgiveness
was recognized in full upon sale of the property.
As of June 30, 2000 the outstanding indebtedness consisted of:
2 0 0 1 2 0 0 0
Principal $ - $26,666,273
Interest - 177,775
$ - $ 26,844,048
NOTE 6 - COMMITMENTS AND CONTINGENCIES
A. Management Contract (See Note 4)
On July 1, 1997, the tenant of the facility appointed a
management company that is owned by a partner of the
Partnership. The management company is paid a fee equal to
4% of the monthly revenue. The management agreement
expires June 30, 2002.
II-41
CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND TUNICOM LLC (A LIMITED LIABILITY CORPORATION)
NOTES TO COMBINED FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2001, 2000 AND 1999
AUDITED
NOTE 6 - COMMITMENTS AND CONTINGENCIES (Continued)
B. Distributions
In consideration of cash advances made and services
rendered by certain individuals to Tunicom, Tunicom agreed
to distribute 26.76% (including 5% to the general partner
of the Company) of any of its cash that becomes available
for distribution, to those individuals. The balance of any
cash that becomes available for distribution up to
$13,351,210 will be distributed to the Company and Newnel
Partnership for the benefit of CPC. After $13,351,210 is
disbursed, remaining cash will be distributed 26.76% to
the aforementioned individuals and the remainder as
follows:
1.34% to F. Trace, Inc., the former general
partner of Tunicom
49.33% to Newnel Partnership
3.60% to certain individuals who made cash
advances to Tunicom on behalf of
the Company
45.73% to the Company
100.00%
Subsequently, of the holders of the 26.76%, individuals
receiving 23.27% were admitted as limited partners of
Tunicom, with the 3.49% remaining as non-partner
distributees. Restating the above to reflect the admission
of the aforesaid individuals as limited partners, the cash
flow available for distribution after the payment of the
$13,351,210 will be distributed as follows:
3.49% to the non-partner distributees
As to the partners:
1.00% to F. Trace, Inc. the former general
partner of Tunicom
23.27% to the newly admitted limited partners
36.12% to Newnel Partnership
36.12% to the Company (including 3.60% given
to certain individuals who made cash
advances to Tunicom on behalf of the
the Company)
100.00%
II-42
CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND TUNICOM LLC (A LIMITED LIABILITY CORPORATION)
NOTES TO COMBINED FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2001, 2000 AND 1999
AUDITED
NOTE 6 - COMMITMENTS AND CONTINGENCIES (Continued)
B. Distributions (Continued)
The amount of the distribution to be received by the
Company is the same under both of the above calculations.
In addition, CPC assigned 9.00% of any of its cash
that becomes available for distribution to certain
individuals for funds advanced by them to CPC.
C. Lease Agreement
Effective July 1, 1997, the Partnership entered into an
agreement with an intended purchaser who leased the
facility for a three-year period after which time the
purchaser can purchase the property or cancel the option
and forfeit their deposit. The agreement calls for the
tenant to pay the Partnership a base rent equal to the
monthly principal and interest on the outstanding HUD
financing plus the amounts necessary for payment of the
various escrows related to the HUD financing. The tenant
will retain $812,712, $1,175,000 and $1,275,000,
respectively, during the three year period, and the
Partnership will be paid all other remaining revenue from
the facility providing the profit during any year exceeds a
certain threshold.
On March 10, 2000 the intended purchaser assigned its
interest, rights and option to purchase the property to an
unrelated Company. The Company purchased the property on
August 16, 2000 (Note 8).
NOTE 7 - PENSION PLAN
During year ended June 30, 1995, Tunicom Partnership
implemented a 401-K pension plan. Employees are eligible to
participate in the plan if they have been employed by the
Partnership for one year, work at least 20 hours per week,
work a total of at least 1000 hours per year and are at
least 21 years of age. The employer does not make a
matching contribution.
NOTE 8 - SALES OF THE ADULT RENTAL RETIREMENT FACILITY
In connection with the sale of the adult rental retirement
facility which closed on August 16, 2001, Tunicom LLC
("Tunicom") (a limited liability corporation), was formed
II-43
(1 of 2)
CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND TUNICOM LLC (A LIMITED LIABILITY CORPORATION)
NOTES TO COMBINED FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2001, 2000 AND 1999
AUDITED
NOTE 8 - SALES OF THE ADULT RENTAL RETIREMENT FACILITY (Continued)
On August 14, 2000 as the successor to Unicom Partnership,
Ltd. ("Unicom"). Since Tunicom succeeded to all of the
assets and the liabilities of Unicom, all previous
references to Unicom are referred to as Tunicom hereafter.
On August 16, 2000, Tunicom sold the adult rental
retirement facility, including the real property and
certain tangible and intangible assets, for a purchase
price of $47,159,295. After giving effect to the deposit
of $4,500,000 previously accounted for, the existing
mortgage in the amount of $26,720,254 and various
adjustments, Tunicom LLC received net proceeds of
$16,379,732. Tunicom distributed $16,200,000 to its
partners and All-State Properties, L.P.'s share was
approximately $5,800,000.
II-43
(2 of 2)
CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND TUNICOM LLC (A LIMITED LIABILITY CORPORATION)
EXPLANATION OF ELIMINATIONS TO COMBINING FINANCIAL STATEMENTS
JUNE 30, 2001, 2000 AND 1999
AUDITED
The combining financial statements for City Planned Communities
(CPC) and Tunicom LLC, (Tunicom) are presented as supplemental
information to the combined financial statements. All significant
transactions between CPC and Tunicom have been eliminated.
Descriptions of the eliminations are as follows:
(a) Cost of land purchased by Tunicom from CPC in 1987 has been
adjusted to reflect the carrying value of property, computed as
follows:
Land cost $ 250,578
Land development cost 571,704
Closing cost 20,000
Carrying value of property $ 842,282
Selling price (4,000,000)
Adjustment to land and construction in
progress and deferred profit $ (3,157,718)
Amount realized on sale of property 2,987,200
$ (170,518)
(b) As of June 30, 1994, Tunicom borrowed approximately $12,700,000
from CPC for construction cost overruns on the AARC and has
issued demand notes to evidence the loans. Note activity is
detailed below: JUNE 30,
1994
Net cash loaned from CPC to Tunicom $ 12,703,031
Net accrued interest on notes 648,079
$ 13,351,110
Allowance for loss - note receivable
June 30, 1990 $ (2,505,000)
June 30, 1991 (3,616,000)
June 30, 1992 (1,815,511)
Unamortized discount (1,012,900)
$ (8,949,411)
$ 4,401,699
Interest on the notes was eliminated effective April 1, 1990.
In June of 1995 CPC distributed to its partners the notes and
interest receivable due from Tunicom (net of allowances and
discounts). The partners agreed to contribute these obligations
to the capital of Tunicom.
See notes to combined financial statements.
II-44
CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND TUNICOM LLC (A LIMITED LIABILITY CORPORATION)
COMBINING BALANCE SHEETS
JUNE 30, 2001
AUDITED
CITY TUNICOM LLC COMBINED
PLANNED BALANCE
COMMUNITIES ELIMINATIONS SHEET
ASSETS
Property and equip-
ment, at cost:
Land $ - $ 332,434 $ (170,518)(a) $ 161,916
$ - $ 332,434 $ (170,518) $ 161,916
Cash - 165,722 - 165,722
Deferred management
fees - related
party 34,103 - - 34,103
Other assets - 401,401 - 401,401
TOTAL ASSETS $ 34,103 $ 899,557 $ (170,518) $ 763,142
See notes to combined financial statements.
II-45
CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND TUNICOM LLC (A LIMITED LIABILITY CORPORATION)
COMBINING BALANCE SHEETS (CONTINUED)
JUNE 30, 2001
AUDITED
CITY TUNICOM LLC COMBINED
PLANNED BALANCE
COMMUNITIES ELIMINATIONS SHEET
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
LIABILITIES:
Accounts payable
and accrued
expenses - 5,041 - 5,041
Tenant security
deposits - - - -
Deferred profit 170,518 - (170,518) -
$ 170,518 $ 5,041 $ (170,518) $ 5,041
COMMITMENTS AND
CONTINGENCIES - - - -
PARTNERS' CAPITAL
(DEFICIT) (136,415) 894,516 - 758,101
TOTAL LIABILITIES
AND PARTNERS'
CAPITAL (DEFICIT) $ 34,103 $ 899,557 $ (170,518) $ 763,142
See notes to combined financial statements.
II-46
CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND TUNICOM LLC (A LIMITED LIABILITY CORPORATION)
COMBINING BALANCE SHEETS
JUNE 30, 2000
AUDITED
CITY TUNICOM LLC COMBINED
PLANNED BALANCE
COMMUNITIES ELIMINATIONS SHEET
ASSETS
Property and equip-
ment at cost:
Building, includ-
ing land of
$4,235,832 $ - $ 36,629,493 $ (3,157,718)(a)$ 33,471,775
Furniture and
equipment - 1,711,396 - 1,547,231
China, glassware,
silverware and
utensils - 41,713 - 41,713
$ - $ 38,385,597 $ (3,157,718) $ 35,227,879
Less accumulated
depreciation and
amortization - (9,740,474) - (8,763,941)
$ - $ 28,645,123 $ (3,157,718) $25,487,405
Cash 306 1,664,719 - 1,665,025
Cash - restricted
for tenants'
security deposits - 781,050 - 781,050
Notes receivable -
Related party 225,116 85,074 - 310,190
Real estate for
sale - at cost -
land 9,666 - - 9,666
Deferred management
fees - related
party 631,543 - - 631,543
Funds held in
escrow - 584,283 - 584,283
Prepaid expenses - 152,710 - 152,710
Other assets 6,886 491,082 - 497,968
TOTAL ASSETS $ 873,517 $ 32,404,041 $ (3,157,718) $ 30,119,840
See notes to combined financial statements.
II-47
CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND TUNICOM LLC (A LIMITED LIABILITY CORPORATION)
COMBINING BALANCE SHEETS (CONTINUED)
JUNE 30, 2000
AUDITED
CITY TUNICOM LLC COMBINED
PLANNED BALANCE
COMMUNITIES ELIMINATIONS SHEET
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
LIABILITIES:
Mortgage loan
payable $ - $ 26,844,048 $ - $ 26,844,048
Notes payable
- others - 85,637 - 85,637
Notes payable -
related parties - 35,944 - 35,944
Accounts payable
and accrued
expenses 35,410 1,134,957 - 1,170,367
Tenant security
deposits - 732,202 - 732,202
Deferred profit 3,157,718 - (3,157,718) -
Deferred interest - 2,212,612 - 2,212,612
Option deposit - 4,500,000 - 4,500,000
$ 3,193,128 $ 35,545,400 $ (3,157,718) $ 35,580,810
COMMITMENTS AND
CONTINGENCIES - - - -
PARTNERS' CAPITAL
(DEFICIT) (2,319,611) (3,141,359) - (5,460,970)
TOTAL LIABILITIES
AND PARTNERS'
CAPITAL (DEFICIT) $ 873,517 $ 32,404,041 $ (3,157,718) $ 30,119,840
See notes to combined financial statements.
II-48
CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND TUNICOM LLC (A LIMITED LIABILITY CORPORATION)
COMBINING STATEMENTS OF OPERATIONS
JUNE 30, 2001
AUDITED
CITY TUNICOM LLC COMBINED
PLANNED STATEMENT OF
COMMUNITIES ELIMINATIONS OPERATIONS
REVENUES:
Net sale assets $ 16,134 $ 17,505,001 $2,987,200 $ 20,508,335
Interest and
other income 1,758 48,729 - 50,487
Forgiveness of
interest - 2,226,737 - 2,226,737
Deferred profit
on sale of land 2,987,200 - (2,987,200) -
$ 3,005,092 $ 19,780,467 $ - $ 22,785,559
EXPENSES:
General and
administrative $ 604,640 $ 377,474 $ - $ 982,114
Taxes and
insurance - 92,046 - 92,046
$ 604,640 $ 469,520 $ - $ 1,074,160
NET INCOME BEFORE
DEPRECIATION,
AMORTIZATION AND
INTEREST $ 2,400,452 $ 19,310,947 $ - $ 21,711,399
OTHER EXPENSES:
Interest $ - $ 272,309 $ - $ 272,309
NET(LOSS)INCOME $ 2,400,452 $ 19,038,638 $ - $ 21,439,090
See notes to combined financial statements.
II-49
CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND TUNICOM LLC (A LIMITED LIABILITY CORPORATION)
COMBINING STATEMENTS OF OPERATIONS
JUNE 30, 2000
AUDITED
CITY TUNICOM LLC COMBINED
PLANNED STATEMENT OF
COMMUNITIES ELIMINATIONS OPERATIONS
REVENUES:
Interest and
other income $ 12,404 $ 1,428 $ - $ 13,832
Lease income - 5,744,412 - 5,744,412
$ 12,404 $ 5,745,840 $ - $ 5,758,244
EXPENSES:
General and
administrative $ (1,730) $ 1,398,629 $ - $ 1,398,899
Taxes and
insurance - 624,761 - 624,761
$ (1,730) $ 2,023,390 $ - $ 2,021,660
NET INCOME BEFORE
DEPRECIATION,
AMORTIZATION AND
INTEREST $ 14,134 $3,722,450 $ - $ 3,736,584
OTHER EXPENSES:
Interest $ 12,767 $2,246,587 $ - $ 2,259,354
Depreciation and
amortization - 1,057,963 - 1,057,963
$ 12,767 $3,304,550 $ - $ 3,317,317
NET (L0SS) INCOME $ 1,367 $ 417,900 $ - $ 419,267
See notes to combined financial statements.
II-50
CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND TUNICOM LLC (A LIMITED LIABILITY CORPORATION)
COMBINING STATEMENTS OF OPERATIONS
JUNE 30, 1999
AUDITED
CITY TUNICOM LLC COMBINED
PLANNED STATEMENT OF
COMMUNITIES ELIMINATIONS OPERATIONS
REVENUES:
Interest and
other income $ 12,371 $ 6,447 $ - $ 18,818
Lease income - 5,352,291 - 5,352,291
$ 12,371 $ 5,358,738 $ - $ 5,371,109
EXPENSES:
General and admini-
strative 1,980 1,215,325 - 1,217,305
Taxes and in-
surance 288 506,977 - 507,265
$ 2,268 $ 1,722,302 $ - $ 1,724,570
NET INCOME BEFORE
DEPRECIATION,
AMORTIZATION AND
INTEREST $ 10,103 $ 3,636,436 $ - $ 3,646,539
OTHER EXPENSES:
Interest $ 56,693 $ 2,249,918 $ - $ 2,306,611
Depreciation and
amortization - 1,032,755 - 1,032,755
$ 56,693 $ 3,282,673 $ - $ 3,339,366
NET INCOME (LOSS) $ (46,590) $ 353,763 $ - $ 307,173
See notes to combined financial statements.
II-51
CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND TUNICOM LLC (A LIMITED LIABILITY CORPORATION)
COMBINING STATEMENTS OF PARTNERS' CAPITAL (DEFICIT)
YEARS ENDED JUNE 30, 2001, 2000 AND 1999
AUDITED
COMBINED
STATEMENT
CITY TUNICOM LLC OF PARTNERS'
PLANNED CAPITAL
COMMUNITIES ELIMINATIONS (DEFICIT)
PARTNERS'
CAPITAL
(DEFICIT) -
June 30,
1998 $ (3,394,178) $ (2,289,085) $ - $ (5,683,263)
Net Income
(loss) -
1999 (46,590) 353,763 - 307,173
Distribution - (1,572,000) - (1,572,000)
Contribution 547,228 796,999 - 1,344,227
PARTNERS'
CAPITAL
(DEFICIT) -
June 30,
1999 $ (2,893,540) $ (2,710,323) $ - $ (5,603,863)
Net Income
(Loss)2000 1,367 417,900 - 419,267
Distribution - (848,936) - (848,936)
Contribution 572,562 - - 572,562
PARTNERS'
CAPITAL
(DEFICIT)-
June 30,
2000 $ (2,319,611) $ (3,141,359) $ - $ (5,460,970)
Net income
(loss) -
2001 2,400,452 20,235,875 - $ 22,636,327
Distribution (217,256) (16,200,000) - (16,417,256)
PARTNERS'
CAPITAL
(DEFICIT) -
June 30,
2001 $ (136,415) $ 894,516 $ - $ 758,101
See notes to combined financial statements.
II-52
CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND TUNICOM LLC (A LIMITED LIABILITY CORPORATION)
COMBINING STATEMENTS OF CASH FLOWS
YEAR ENDED JUNE 30, 2001
AUDITED
COMBINED
CITY TUNICOM LLC STATEMENT
PLANNED OF
COMMUNITES ELIMINATIONS CASH FLOWS
INCREASE (DECREASE) IN
CASH AND CASH EQUIVA-
LENTS
Cash Flows from Opera-
ing Activities:
Interest received $ 81,337 $ 62,854 $ - $ 144,191
Cash paid - interest - (407,180) - (407,180)
Cash paid - suppliers,
employees and admini-
strative expenses (35,724) (1,446,726) - (1,482,450)
Net sale of property 25,800 43,188,890 - 43,214,690
Net Cash (Used) Pro-
vided by Operating
Activities $ 71,413 $ 41,397,838 $ - $ 41,469,251
Cash Flows from Invest-
ing Activities:
Partner distribution $ (217,256) $ (16,200,000)$ - $(16,417,256)
Net Cash (Used)
Provided by
Investing
Activities $ (217,256) $ (16,200,000)$ -$ (16,417,256)
Cash Flows from Financ-
ing Activities:
Cash received (paid)
- related party $ 145,537 $ 55,074 $ -$ 200,611
Cash (paid) received
- - notes and mort-
gages - (26,751,910) $ -$ (26,751,910)
Net Cash Provided
(Used) by Financ-
ing Activities $ 145,537 $ (26,696,836)$ -$ (26,551,299)
See notes to combined financial statements.
II-53
CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND TUNICOM LLC (A LIMITED LIABILITY CORPORATION)
COMBINING STATEMENTS OF CASH FLOWS (CONTINUED)
YEAR ENDED JUNE 30, 2001
AUDITED
COMBINED
CITY TUNICOM LLC STATEMENT
PLANNED OF
COMMUNITIES ELIMINATIONS CASH
FLOWS
NET (DECREASE) INCREASE
IN CASH AND CASH
EQUIVALENTS $ (306) $ (1,498,997) $ - $(1,499,303)
CASH AND CASH EQUIVA-
LENTS BEGINNING OF
YEAR 306 1,664,719 - 1,665,025
CASH AND CASH EQUIVA-
LENTS END OF YEAR $ - $ 165,722 $ - $ 165,722
See notes to combined financial statements.
II-54
CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND TUNICOM LLC (A LIMITED LIABILITY CORPORATION)
COMBINING STATEMENTS OF CASH FLOWS (CONTINUED)
YEAR ENDED JUNE 30, 2001
AUDITED
COMBINED
CITY TUNICOM LLC STATEMENT
PLANNED OF
COMMUNITIES ELIMINATIONS CASH FLOWS
Reconciliation of net
profit (loss) to net
cash provided (used)
by operating activi-
ties:
Net income $2,400,452 $ 20,235,874 $ - $22,636,326
Adjustments to recon-
cile to net cash provided
(used) by operating
activities:
Decrease in Property,
Plant & Equipment 9,666 24,486,653 - 24,496,319
Decrease in deferred
Management fees 597,440 - - 597,440
Decrease in deferred
Profit (2,987,200) - - (2,987,200)
Decrease in un-
Amortized interest - (2,212,612) - (2,212,612)
Decrease in accounts
payable and accrued
expenses (35,410) (1,129,916) - (1,165,326)
Decrease of notes
receivable 79,579 - - 79,579
Decrease in prepaid
expenses 6,886 152,710 - 159,596
Decrease in notes
Payable - (134,871) - (134,871)
Total Adjust-
ments $ 2,329,039 $ 21,161,964 $ - $ 18,832,925
NET CASH PROVIDED
(USED) BY OPERATING
ACTIVITIES $ 71,413 $ 41,397,838 $ - $41,469,251
See notes to combined financial statements.
II-55
CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND TUNICOM LLC (A LIMITED LIABILITY CORPORATION)
COMBINING STATEMENTS OF CASH FLOWS
YEAR ENDED JUNE 30, 2000
AUDITED
CITY TUNICOM LLC COMBINED
PLANNED STATEMENT OF
COMMUNITIES ELIMINATONS CASH FLOWS
INCREASE (DECREASE)
IN CASH AND CASH
EQUIVALENTS
Cash Flows from
Operating Activi-
ties:
Interest received $ - $ 1,428 $ - $ 1,428
Cash paid - interest (100,619) (2,218,594) - (2,319,213)
Cash paid - suppliers,
employees and admini-
strative expenses - (2,024,381) - (2,024,381)
Lease income - 5,677,155 - 5,677,155
Net Cash (Used)
Provided by Opera-
ting Activities $ (100,619) $ 1,435,608 $ - $ 1,334,989
Cash Flows from Invest-
ing Activities:
Capital expendi-
tures - net $ - $ (160,480) $ - $ (160,480)
Escrow funding - - - -
Tenant security de-
posits - net - (30,508) - (30,508)
Partner contribution
(distribution) (Net) 572,562 (848,936) - (276,374)
Net Cash (Used) Provided
by Investing Acti-
vities $ 572,562 $ (1,039,924) $ - $ (467,362)
Cash Flows from Fi-
nancing Activities:
Cash received
(paid) - related
party $ (471,943) $ (82,674) $ - $ (554,617)
Cash (paid)
received -
notes and
mortgages - (174,867) - (174,867)
Net Cash Provided
(Used) by Financ-
ing Activities $ (471,943) $ (257,541) $ - $ (729,484)
See notes to combined financial statements.
II-56
CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND TUNICOM LLC (A LIMITED LIABILITY CORPORATION)
COMBINING STATEMENTS OF CASH FLOWS (CONTINUED)
YEAR ENDED JUNE 30, 2000
AUDITED
CITY TUNICOM LLC COMBINED
PLANNED STATEMENT OF
COMMUNITIES ELIMINATONS CASH FLOWS
NET (DECREASE) INCREASE
IN CASH AND CASH
EQUIVALENTS $ - $ 138,143 $ - $ 138,143
CASH AND CASH EQUIVA-
LENTS BEGINNING OF
YEAR 306 1,526,576 - 1,526,882
CASH AND CASH EQUIVA-
LENTS END OF YEAR $ 306 $ 1,664,719 $ - $ 1,665,025
See notes to combined financial statements.
II-57
CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND TUNICOM LLC (A LIMITED LIABILITY CORPORATION)
COMBINING STATEMENTS OF CASH FLOWS (CONTINUED)
YEAR ENDED JUNE 30, 2000
AUDITED
CITY TUNICOM LLC COMBINED
PLANNED STATEMENT OF
COMMUNITIES ELIMINATONS CASH FLOWS
Reconciliation of net
profit (loss) to net
cash provided (used)
by operating activities:
Net income (loss) $ 1,367 $ 417,900 $ - $ 419,267
Adjustments to recon-
cile net income (loss)
to net cash provided
used) by operating
activities:
Depreciation and
amortization $ - $ 1,057,963 $ - $ 1,057,963
(Decrease) in
interest payable (87,851) 27,993 - (59,858)
(Increase) in
prepaid expenses - 1,509 - 1,509
(Increase) in other
assets and accounts
receivable (12,405) 72,719 - 60,314
Increase (decrease)
in accounts payable
and accrued expenses (1,730) (142,476) - (144,206)
Total Adjustments $ (101,986) $ 1,017,708 $ - $ 915,722
NET CASH PROVIDED (USED)
BY OPERATING ACTIVI-
TIES $ (100,619) $ 1,435,608 $ - $ 1,334,989
See notes to combined financial statements.
II-58
CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND TUNICOM LLC (A LIMITED LIABILITY CORPORATION)
COMBINING STATEMENTS OF CASH FLOWS
YEAR ENDED JUNE 30, 1999
AUDITED
CITY TUNICOM LLC COMBINED
PLANNED ELIMI- STATEMENT OF
COMMUNITIES NATIONS CASH FLOWS
INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS
Cash Flows from Operating
Activities:
Interest received 12,371 6,447 - 18,818
Cash paid - interest (72,708) (2,226,537) - (2,299,245)
Cash paid - suppliers,
employees and admini-
strative expenses (2,268) (1,502,682) - (1,504,950)
Lease income - 5,352,291 - 5,352,291
Net Cash (Used)
Provided by Oper-
ating Activities $ (62,605)$ 1,629,519 $ - $ 1,566,914
Cash Flows from Invest-
ing Activities:
Capital expenditures-
net $ - $ (311,913) $ - $ (311,913)
Escrow funding - - - -
Tenant security
deposits - net - 36,997 - 36,997
Partner contribution
(distribution) (Net)$ 547,226 $ (775,001) $ - $ (227,775)
Net Cash (Used) by
Investing Acti-
vities $ 547,226 $ (1,049,917) $ - $ (502,691)
Cash Flows from Financ-
ing Activities:
Cash received (paid)
- related party $ (484,621) $ 30,000 $ - $ (454,621)
Cash (paid) received -
notes and mortgages - (211,340) - (211,340)
Net Cash Provided
(Used) by Financ-
ing Activities $ (484,621) $ (181,340) $ - $ (665,961)
See notes to combined financial statements.
II-59
CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND TUNICOM LLC (A LIMITED LIABILITY CORPORATION)
COMBINING STATEMENTS OF CASH FLOWS
YEAR ENDED JUNE 30, 1999
AUDITED
CITY TUNICOM LLC COMBINED
PLANNED ELIMI- STATEMENT
OF
COMMUNITIES NATIONS CASH FLOWS
NET INCREASE (DECREASE)
IN CASH AND CASH
EQUIVALENTS $ - $ 398,262 $ - $ 398,262
CASH AND CASH EQUIVA-
LENTS BEGINNING OF
YEAR 306 1,128,314 - 1,128,620
CASH AND CASH EQUIVA-
LENTS END OF YEAR $ 306 $ 1,526,576 $ - $ 1,526,882
See notes to combined financial statements.
II-60
CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND TUNICOM LLC (A LIMITED LIABILITY CORPORATION)
COMBINING STATEMENTS OF CASH FLOWS (CONTINUED)
YEAR ENDED JUNE 30, 1999
AUDITED
CITY TUNICOM LLC COMBINED
PLANNED STATEMENT OF
COMMUNITIES ELIMINATIONS CASH FLOWS
Reconciliation
of net profit
(loss) to net
cash provided
(used) by
operating acti-
vities:
Net income
(loss) $ (46,590) $ 353,763 $ - $ 307,173
Adjustments to
reconcile net
income (loss)
to net cash prov-
ided (used) by
operating activ-
ities:
Depreciation and
amortization $ - $ 951,325 $ - $ 951,325
(Decrease) in
interest pay-
able (18,283) 10,367 - (7,916)
(Increase) in pre-
paid expenses - 94,444 - 94,444
(Increase) in
other assets and
accounts receiv-
able - 64,693 - 64,693
Increase in accounts
payable and accrued
expenses 2,268 154,927 - 157,195
Total Adjust-
ments $ (16,015) $ 1,275,756 $ - $ 1,259,741
NET CASH PROVIDED
(USED) BY OPERA-
TING ACTIVITIES $ (62,605) $ 1,629,519 $ - $ 1,566,914
See notes to combined financial statements.
II-61
ITEM 8. SUPPLEMENTARY DATA
(a) Selected quarterly financial disclosure date.
Not required.
(b) Information on the effects of changing prices.
Not applicable.
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable
II-62
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT
The following information is provided with respect to each
general partner and officer of Registrant.
BUSINESS EXPERIENCE DURING
NAME AGE PAST FIVE YEARS
Stanley R. Rosenthal 72 General Partner;
President and Chief
Executive Officer of
predecessor All-State
Properties, Inc. since
1971
Managing Partner of
Tunicom LLC.
since 1989
President of SRR Consulting
Corp. and President of SRR
Management Corp. since July,
1997
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth aggregate cash compensation
paid or accrued by the Registrant to the General Partner during the
twelve months ended June 30, 2001
NAME OF INDIVIDUAL OR REGISTRANT'S SHARE
NUMBER OF PERSONS CAPACITIES OF CASH
IN GROUP IN WHICH SERVED COMPENSATION
Stanley R. Rosenthal General Partner $ -0-
All officers as a group (1 person) $ -0-
Effective August 1, 1995 with HUD approval, Tunicom LLC.
began to self manage its retirement community. (See Item
1(b)(1)(i)(a)). A management fee of 4% of total income is being paid
to the partners assuming managerial responsibility. The General
Partner of the Registrant (Stanley R. Rosenthal) has been functioning
as Managing Partner of Tunicom and is retaining that responsibility,
as well as management of the facility.
Registrant's share of Mr. Rosenthal's portion of the
management fee is approximately $90,000 per year.
III-1
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth as of June 30, 2001
information concerning: (i) all the persons who are known to the
Registrant to be the beneficial owners of more than 5% of the units of
limited partnership interest; and (ii) the beneficial ownership of
limited partnership units by the General Partner.
AMOUNT
BENEFICIALLY PERCENTAGE
TITLE OF CLASS NAME & ADDRESS OWNED OF CLASS
Limited J.W. Sopher
Partnership 425 E. 61 Street
Units New York, N.Y. 165,000 (1) 5.3%
Limited Stanley R. Rosenthal
Partnership c/o All-State
Units Properties L.P.
P.O. Box 5524
Ft. Lauderdale, FL 156,474 5.0%
(1) Included 48,000 units owned directly and 117,000 units
owned beneficially (67,000 units owned by a pension trust and 50,000
units owned by a corporation in which Mr. Sopher holds a 50% interest
and in which Mr. Sopher holds shared voting and dispositive powers).
III-2
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In consideration of cash advances made and services rendered
by certain individuals to Tunicom, Tunicom agreed to distribute 26.76%
(including 5% to the general partner of the Company) of any of its
cash that becomes available for distribution to those individuals. The
balance of any cash that becomes available for distribution up to
$13,351,210 will be distributed to the Company and Newnel Partnership
for the benefit of CPC. After $13,351,210 is disbursed, remaining cash
will be distributed 26.76% to the aforementioned individuals and the
remainder as follows:
1.34% to F. Trace, Inc., the former general partner of Tunicom
49.33% to Newnel Partnership
3.60% to certain individuals who made cash advances on
behalf of the Company
45.73% to the Company
100.00%
Subsequently, of the holders of the 26.76%, individuals
receiving 23.27% were admitted as limited partners of Tunicom, with
the 3.49% remaining as non-partner distributees. Restating the above
to reflect the admission of the aforesaid individuals as limited
partners, the cash flow available for distribution after the payment
of the $13,351,210 will be distributed as follows:
3.49% to the non-partner distributees
As to the partners:
1.00% to F. Trace, Inc., the former general partner of Tunicom
23.27% to the newly admitted limited partners
36.12% to Newnel Partnership
36.12% to the Company (including 3.60% given to certain indivi-
duals who made cash advances to Tunicom on behalf of the
Company
100.00%
The amount of the distribution to be received by the Company
is the same under both of the above calculations.
In addition, CPC assigned 9.00% of any of its cash that
becomes available for distribution to certain individuals for funds
advanced by them to CPC. Certain individuals advanced funds to the
Company. In consideration of those advances, the Company assigned to
those individuals 10.23% of distributions received by it from CPC,
after deducting the amounts necessary to repay the funds advanced by
them.
III-3
PART IV
ITEM 14. EXHIBITS FINANCIAL STATEMENT SCHEDULE AND REPORTS ON
FORM 8-K
PAGE
(a) 1. Financial Statements included in Part II
of this report:
FINANCIAL STATEMENTS:
Registrant:
Balance Sheets as of June 30, 2001 and 2000 II-14
Statements of Operations for the years ended
June 30, 2001, 2000, and 1999 II-15
Statements of Changes in Partners' Capital
(Deficit) for the years ended June 30, 2001,
2000 and 1999 II-16
Statements of Cash Flows for the years ended
June 30, 2001, 2000 and 1999 II-17/18
Notes to Financial Statements for the years
ended June 30, 2001, 2000 and 1999 II-19/29
Combined Financial Statements of City Planned
Communities (a partnership) and Tunicom
Partnership Ltd. (a limited partnership) for
the years ended June 30, 2001, 2000 and 1999 II-32/61
All other schedules are omitted, as the required information is not
applicable or the information is presented in the financial statements
or related notes.
IV-1
(b) (1) REPORTS ON FORM 8-K
PAGE NO. OR INCORPORATION
(C) EXHIBITS BY REFERENCE
(3) Limited Partnership Incorporated by reference
Agreement, All-State to the Registration
Properties L.P. Statement of Registrant
No. 2-90988
(4) (ii) Instruments
Defining Rights of
Security Holders,
included Debentures:
4% Convertible Sub- Incorporated by reference
ordinated Debenture, to Form 10-K for the year
due 1989 ended June 30, 1985
(10)(iii) (A) Material
Contracts:
a. Stock Purchase Incorporated by reference
agreement dated to the Registration
April 18, 1984 Statement of Registrant
between All-State No. 2-90988
Properties, Inc.
and Security
Management Corp.
b. Loan Agreement Incorporated by reference
between All-State to Form 10-K for the
Properties, L.P. and year ended June 30, 1987
City Nat'l Bank of
Florida dated April
20, 1987 - $2,400,000
c. Tunicom Partnership Incorporated by reference
Ltd. Limited Partner- to Form 10-K for the
ship Agreement dated year ended June 30, 1987
September 23, 1986
d. Loan Agreement Incorporated by reference
between Tunicom Partner- to Form 10-K for the year
ship Ltd. and Puller ended June 30, 1987
Mortgage Associates,
Inc. dated 4/23/87 -
$27,749,100
e. Management Contract Incorporated by reference
between Tunicom Partner- to Form 10-K for the year
ship Ltd. and Basic ended June 30, 1987
American Medical Inc.
dated Sept. 29, 1986
IV-2
f. Contract of Sale Incorporated by reference
between CPC and to Form 8-K dated
Centex Real Estate July 7, 1989
Corporation dated
May 2, 1989
g. Management Contract Incorporated by reference
between Tunicom Partner- to Form 10-K for the year
ship Ltd. and Senior ended June 30, 1989
Lifestyle Corporation
dated 7/1/89
h. Settlement Agreement Incorporated by reference
between CPC and MFM Group to Form 10-K for the year
dated March 28, 1990 ended June 30, 1990
i. Settlement Agreement Incorporated by reference
between Tunicom and MFM to Form 10-K for the year
Group dated March 28, 1990 ended June 30, 1990.
j. Amendment to Management Incorporated by reference
Contract between Tunicom and to Form 10-K for the year
Senior Lifestyle Corporation ended June 30, 1992
dated as of Jan. 1, 1992
k. Management Agreement Incorporated by reference
between Tunicom and Stanley to Form 10-K for the year
R. Rosenthal, Managing ended June 30, 1995
Partner of Owner dated
August 1, 1995
l. Employment Agreement Incorporated by reference
between Tunicom and Stanley to Form 10-K for the year
R. Rosenthal, effective ended June 30, 1995
August 1, 1995
m. Lease and option to pur- Incorporated by reference
chase agreements between to Form 8-K dated October
Tunicom and CareMatrix 10, 1997
Corporation effective
as of July 1, 1997
n. Disposition of assets in Incorporated by reference
accordance with Option to Form 8-K dated August
Agreement on August 16, 2000 16, 2000
(11) Exhibits indicating computa- IV-5
tion of earnings per unit for
the years ended June 30, 2001,
2000 and 1999.
IV-3
(22) Subsidiaries of the Registrant:
State of
Incorporation
Name or Organization Ownership
Wimbledon Develop- Florida 99%
ment Ltd.
(d) NONE
Signature Page IV-6
IV-4
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP) (NOTE 1A)
EXHIBITS INDICATING THE COMPUTATION OF EARNINGS PER UNIT
YEARS ENDED JUNE 30, 2001, 2000 AND 1999
2 0 0 1 2 0 0 0 1 9 9 9
Computation of pri-
mary earnings per
unit:
Units issued 3,118,303 3,118,303 3,118,303
Add: Unit equivalent
(incremental units):
Debentures conv-
ertible at $1.00 - - -
Debentures conv-
ertible at $3.00 31,952 31,952 31,952
3,150,255(A) 3,150,255(A) 3,150,255(A)
Net Income (Loss)
Before Extraordinary
Items $ 6,843,331 $ (174,197) $ (235,948)
Computation of Fully
diluted income (loss)
per unit Before Extra-
ordinary Items $ 2.19 $ (0.05) $ (0.08)
Net Income (Loss)
After Extraordinary
Items $ 6,843,331 $ (174,197) $ (235,948)
Computation of Fully
diluted income (loss)
per unit after Extra-
ordinary Items $ 2.19 $ (0.05) $ (0.08)
(A) Weighted average number of units outstanding
See notes to financial statements.
IV-5
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.
ALL-STATE PROPERTIES L.P.
By:
STANLEY R. ROSENTHAL
General Partner
Date: October 17, 2001
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following person on
behalf of the Registrant and in the capacity and on the date
indicated.
General Partner October 17, 2001
STANLEY R. ROSENTHAL (Chief Executive Officer) DATE
IV-6