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, 1996 0-12895_______________
ALL-STATE PROPERTIES L.P.___________________________
(Exact name of Registrant as specified in its charter)
Delaware 59-2399204___________
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Mailing address: P.O. Box 5524
Fort Lauderdale, FL 33310-5524
1674 N.W. 56th Avenue, Lauderhill, Florida 33313__________
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, with area code: (954) 735-6300
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:
Tile 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 49.5% owned Florida limited partnership, Unicom
Partnership Ltd. ("Unicom"), Registrant is engaged in the operation of an
adult rental apartment project on 78.2 acres of land. (See Note 2 to
financial statements.)
(ii) Through a 50% owned real estate joint venture, City
Planned Communities ("CPC"), 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 is attempting to sell a
condominium development. See Item 1(b)(1)(i)(c).
(b) (1) NARRATIVE DESCRIPTION OF BUSINESS ______________________
(i) (a) Adult Rental Apartment Project _________
In April, 1987, CPC sold approximately 78 acres of land to Unicom
for the purpose of constructing a 324-unit adult apartment rental project
on the land. Registrant holds a 49.5% limited partnership interest in
Unicom. (See Note 2.) The beneficial owners of Unicom are substantially the
same as the holders of CPC partnership interests. The general partner of
Unicom was Sadkin Associates, Inc., an affiliate of the late Herbert
Sadkin, who died in February, 1989. Following Mr. Sadkin's death, the
limited partners requested that Unicom retain Mr. Stanley Rosenthal, the
General Partner of Registrant, as manager. Currently, all of Mr.
Rosenthal's total compensation is considered compensation as manager of
Unicom. (See Items 11 and 13.)
I-2
The project is adjacent to the Inverrary and Woodlands Country
Club communities in Broward County, Florida, which are upper-income
retirement developments. The project consists of 80 one-bedroom, one-bath
apartments of approximately 800 square feet and 244 two-bedroom, two-bath
apartments of approximately 1,025 square feet. It includes a 29-acre lake
and has dining and clubhouse facilities containing an auditorium, a
swimming pool, various craft centers, a health club, game and club rooms,
and a beauty and barber shop.
The project is designed to meet the special needs of the elderly
and includes features designed to appeal to upper-income retirees. Primary
emphasis is placed on security with a well-designed entrance-exit
monitoring system, emergency alarm systems in apartments, a security gate
entrance and security fence as well as lever door handles and handrails
along halls and stairs, and includes fire alarm systems and smoke
detectors. Amenities include built-in washers and dryers and balconies or
terraces.
The monthly rentals range from $2,400 per month for the one-
bedroom units to $2,800 per month for the two-bedroom units, and include
food service, maid service and electricity. The facility is 98-percent
leased and occupied.
As of July 1, 1989, amended June, 1990 and January, 1992, Unicom
entered into a management agreement with Senior Lifestyle Corporation, an
Illinois corporation ("Senior Lifestyle"). The agreement as amended
provided for a term which expired in December 1997. Senior Lifestyle
received compensation for management services consisting of 6.5% of the
residential, commercial and miscellaneous income, but not less than
$100,000 or greater than $525,000 per year. The partnership terminated the
management agreement as of July 31, 1995. The property is self-managed. A
management fee of 4% of total income was paid to the partners assuming the
managerial responsibility, of which $8,333 per month was paid to Senior
Lifestyle Management Corporation for continuing services. The new
management arrangement has been approved by HUD. (See Item 11.)
On July 28, 1995, Unicom Partnership Ltd. ("Unicom"),
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 will mature on January 1,
2029. It will bear interest at the rate of eight (8%) percent per annum,
which includes a 0.25% servicing fee. In addition, Unicom will pay one-half
of one percent per annum mortgage insurance premium.
Unicom 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 will be 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.
In order to accomplish the closing, the company borrowed
$1,547,125. Of this amount, $500,000 was borrowed commercially (personally
guaranteed by Mr. Rosenthal), to be repaid in one (1) year out of surplus
cash earned by the company at an interest rate of two (2%) percent over
I-3
prime (the loan was repaid in July, 1996); $1,047,125 was borrowed from
certain partners and other investors, to be repaid after the above bank
loan is repaid, also from surplus funds at three (3%) percent over prime.
In addition, because of the disproportionate contribution by certain
partners in relationship to the other partners and because of new
investors, the group was awarded a 3.41% interest in distributions from
Unicom. All-State Properties L.P. did not participate in the investment,
and as a result, its interest in distributions will be further diluted by
1.85% to 30.64%.
(i) (b) CPC Operations ______________
Foreclosure Proceedings _______________________
- - As of October 26, 1992, the Company owed $2,511,551 of principal plus
accrued interest of $655,036 to a bank. Collateral for the loan was
substantially all the land owned by CPC. The bank obtained a final judgment
of foreclosure, and a sale of the property took place on October 26, 1992.
The Company recognized an extraordinary gain of $3,166,587, or
$1.01 per unit in the fiscal year of foreclosure.
CPC recognized a loss of $99,125 (the carrying value of the land
taken by foreclosure, $333,101, less the real estate tax liability of
$233,976). This directly affected the Company by $49,562 due to its 50%
interest in CPC.
(i) (c) 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 remaining from a condominium project known as
Wimbledon constructed by Registrant during the period 1971-1978. The
condominium project could be comprised of six two-story buildings of eight
units each. All the units are two-bedroom, two-bath units of 1,000 square
feet and are selling for $37,500. Two such buildings on two acres of land
were completed and twelve units have been sold. One unit is currently used
for a sales office and model. Currently, two (2) units are under contract
for sale. Mortgages totaling $270,974 on the two buildings were in default
and were purchased for and reduced to $125,000. (See Note 10.) Wimbledon
owed $135,000 in recreational assessments to the operating association. By
agreement, the delinquency would be paid out of proceeds from the sale of
the remaining four acres of land, together with 50% of any profit realized.
The property was sold on September 17, 1996, and the obligation was
satisfied by a payment of $137,035 to the association. (See Note 7.)
(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.
1-4
(vi) Registrant's only present source of working capital
is the cash distributions made to it by CPC. Any cash distributions from
Unicom and Wimbledon which may be received in the future will be available
for working capital and distribution to investors and limited partners.
(See Note 2.)
(vii) The apartment rental and condominium sale markets are
not dependent upon a single or a few customers, but instead rely on a wide
customer base. The Unicom units are expected to be rented to upper income
retirees. The Wimbledon units are expected to be sold to singles and to
young married couples.
(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 Unicom
and specializing in housing for the elderly, identified nine facilities in
the Fort Lauderdale area as being competitive with the Unicom complex.
However, the Unicom project offers larger units and makes available more
two-bedroom units than its competitors.
The condominium sales market is very competitive in
Broward County.
(x) Registrant incurs no research and development expenses.
(xi) In the development and sale of their properties,
Registrant, Unicom and Wimbledon are required to comply with applicable
zoning and environmental regulations. It is believed that 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. Unicom employs 87 people full time and 43 people part time, engaged
in the operation of the retirement facility.
(d) Unicom has no foreign operations or export sales.
ITEM 2. PROPERTIES_______ __________
At June 30, 1990 Unicom held 78 acres on which it completed the
construction of a 324 unit adult rental apartment project. See item
1(b)(1)(i)(a).
The Company has outstanding 4% subordinated convertible
debentures that became due September 30, 1989 (the "Debentures") in the
aggregate principal amount of $1,627,112. Accrued interest thereon
aggregated $741,069 at June 30, 1996. The payment of the interest and
principal on the Debentures is subordinate to payment of certain senior
debt which remains outstanding. Consequently, the Registrant has been
prohibited from paying the Debentures since maturity. Nonetheless, the
Registrant believes that its assets are sufficient eventually to satisfy
the senior indebtedness and pay the principal of and accumulated interest
on the Debentures.
1-5
At June 30, 1996, Registrant, through Wimbledon Development Ltd.,
owned four acres of land adjacent to its completed Wimbledon townhouse
project in the City of Lauderhill, Broward County. This land is held for
residential development. A contract was entered into on April 27, 1995 to
sell the property for a sales price of $175,000. The closing took place on
September 17, 1996. (see Item 1.(b)(1)(i)(c).
ITEM 3. LEGAL PROCEEDINGS______ _________________
Foreclosure Proceedings _______________________
- - As of June 30, 1992, the Company owed
$2,511,551 of principal plus accrued interest of $655,036 to a bank.
Collateral for the loan was substantially all the land owned by CPC. The
bank obtained a final judgment of foreclosure and a sale of the property
took place on October 26, 1992. (See Item 1(b)(1)(i)(b).)
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-6
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, 1996.
The Company has no knowledge of other transactions. Therefore, no bid and
asked prices could be ascertained.
(b) As of September 30, 1996, there were 1,322 holders of
record of 2,826,404 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 September 30, 1996, 1,582 of the 2,904 record
holders of limited partnership interests holding 291,661 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.
II-1
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP) (NOTE 1A)
AS OF AND FOR THE YEARS ENDED JUNE 30
UNAUDITED
<TABLE>
<CAPTION>
SELECTED CASH FLOW AND OPERATING________________________________
STATEMENT DATA 1 9 9 6 1 9 9 5 1 9 9 4
1 9 9 3 1 9 9 2
<S> <C> <C> <C>
<C> <C>
REVENUE:________
Equity in net earnings (loss) of
real estate partnerships $ (76,228) $ (127,122) $
(121,015) $ (319,307) $(1,090,943)
Other income 99,341 36,396
27,970 22,705 90,801
Total $ 23,113 $ (90,726) $
(93,045) $ (296,602) $(1,000,142)
=========== ===========
=========== =========== ===========
Income (Loss) before Extraordinary
Items $ (330,087) $ (294,903) $
(487,973) $ (689,463) $(1,920,794)
=========== ===========
=========== =========== ===========
Net Income (Loss) $ (330,087) $ (294,903) $
(341,999) $ 2,477,124 $(1,920,794)
=========== ===========
=========== =========== ===========
Per Share/unit - fully diluted:
Net income (loss) before
Extraordinary Items $ (.10) $ (.09) $
(.15) $ (.22) $ (.61)
=========== ===========
=========== =========== ===========
Net Income (Loss) $ (.10) $ (.09) $
(.11) $ .79 $ (.61)
=========== ===========
=========== =========== ===========
SELECTED BALANCE SHEET DATA___________________________
Total assets $ 222,911 $ 375,421 $
371,503 $ 565,653 $ 624,738
=========== ===========
=========== =========== ===========
Notes, mortgages and construction loans $ 452,595 $ 450,041 $
346,038 $ 378,445 $ 2,857,261
4% convertible debentures, due 1989,
including accrued interest 2,368,181 2,303,097
2,238,013 2,172,929 2,107,844
Total $ 2,820,776 $ 2,753,138 $
2,584,051 $ 2,551,374 $ 4,965,105
=========== ===========
=========== =========== ===========
Cash Dividends Declared Per Share/Unit $ NONE $ NONE $
NONE $ NONE $ NONE
=========== ===========
=========== =========== ===========
</TABLE>
See notes to financial statements.
CITY PLANNED COMMUNITIES, (A PARTNERSHIP) AND UNICOM
PARTNERSHIP LTD.
_________________________
(A LIMITED PARTNERSHIP)
SELECTED FINANCIAL DATA
AS OF AND FOR THE YEAR ENDED JUNE 30
UNAUDITED
<TABLE>
<CAPTION>
SELECTED INCOME STATEMENT DATA 1 9 9 6 1 9 9 5 1 9 9 4
1 9 9 3 1 9 9 2___
<S> <C> <C> <C>
<C> <C>
Sales and rental of real estate $ 10,186,182 $ 9,874,474 $
9,475,261 $ 8,635,012 $ 6,541,912
Interest and other income 74,341 75,179
42,820 26,803 46,666
Total Revenues $ 10,260,523 $ 9,949,653 $
9,518,081 $ 8,661,815 $ 6,588,578
============ ============
============ ============ ============
Net Income Loss Before Extraordinary
Item $ 224,775 $ (589,551)$
(597,908)$ (1,453,356)$(3,127,335)
============ ============
============ ============ ============
Net Income (Loss) $ 224,775 $ (589,551)$
(597,908)$ (1,552,481)$(3,127,335)
============ ============
============ ============ ============
SELECTED BALANCE SHEET DATA___________________________
Total assets $ 31,866,913 $ 31,567,368 $
32,550,887 $ 32,578,489 $33,323,101
============ ============
============ ============ ===========
Partners' Cash Distributions $ NONE $ NONE $
NONE $ NONE $ NONE
============ ============
============ ============ ============
NOTE: Information shown is from the combined financial statements of City
Planned Communities and Unicom
Partnership Ltd.
</TABLE>
See notes to combined financial statement.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE_______ ________________
FINANCIAL CONDITION AND RESULTS OF OPERATIONS ______________
- ALL-STATE PROPERTIES L.P. ___________________________
YEAR ENDED JUNE 30, 1996 COMPARED TO YEAR ENDED ____________
JUNE 30, 1995 _____________
FINANCIAL CONDITION___________________
Registrant's source of working capital consists of cash received from
borrowings and loans received from its 50% joint venture, CPC. No cash was
available for distribution during the year ended June 30, 1996.
As of June 30, 1996, in consideration of cash advances made and
services rendered by certain individuals to Unicom, Unicom 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 cash that becomes available from each
distribution will be used to repay CPC. After CPC has been repaid in full
and the aforementioned individuals have received their share of each
distribution, remaining cash will then be distributed as follows:
1.00% to the general partner
49.50% to the other partner in Unicom
7.50% to certain individuals who made cash advances on behalf of the
Company
42.00% to the Company _______
100.00% _______
In addition, CPC assigned 7.842% 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 12.68% 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 140% for the year ended
June 30, 1996 as compared to 1995 from the operation of the Unicom retirement
center and the sale of condominium units.
Costs and Expenses __________________ The total costs and expenses
for the year ended June 30, 1996 increased by 75% as compared to 1995 due
to the cost of condominium units sold and the writedown of the value of
the remaining units.
Net Loss Net loss was increased by 12%. ________
II-4
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE_______ ________________
FINANCIAL CONDITION AND RESULTS OF OPERATIONS ______________
- ALL-STATE PROPERTIES L.P. ___________________________
YEAR ENDED JUNE 30, 1995 COMPARED TO YEAR ENDED ____________
JUNE 30, 1994 _____________
FINANCIAL CONDITION___________________
Registrant's source of working capital consists of cash received from
borrowings and loans received from its 50% joint venture, CPC. No cash was
available for distribution during the year ended June 30, 1995.
As of June 30, 1995, in consideration of cash advances made and services
rendered by certain individuals to Unicom, Unicom agreed to distribute
23.35% (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 cash that becomes available from each distribution will be used
to repay CPC. After CPC has been repaid in full and the aforementioned
individuals have received their share of each distribution, remaining cash
will then be distributed as follows:
1.00% to the general partner
49.50% to the other partner in Unicom
7.49% to certain individuals who made cash advances
on behalf of the Company
42.01% to the Company _______
100.00% _______
In addition, CPC assigned 7.842% 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 12.68% of
distributions received by it from CPC, after deducting the amounts
necessary to repay the funds advanced by them.
RESULTS OF OPERATIONS_____________________
Revenues ________ Revenue losses decreased by 3% for the year ended
June 30, 1995 as compared to 1994 due to the equity in reduced losses
generated in real estate partnerships from the operation of the Unicom
retirement center.
Costs and Expenses __________________ The total costs and expenses
for the year ended June 30, 1995 decreased by 48% as compared to 1994.
Selling, general and administrative expenses decreased by the $200,000
reduction in the value of the real estate held taken in 1994.
Net Loss ________ Net loss was reduced by 14%.
II-5
ITEM 7. MANAGEMENT DISCUSSIONS AND ANALYSIS OF FINANCIAL CONDITION AND ______
RESULTS OF OPERATIONS - CITY PLANNED COMMUNITIES AND UNICOM
PARTNERSHIP LTD. ________________
YEAR ENDED JUNE 30, 1996 COMPARED TO YEAR ENDED JUNE 30, 1995
The net income for the year ended June 30, 1996 as compared to 1995
increased by 140% as a result of an increase in the net income from the
retirement community and a reduction in interest accrual by virtue of a
change in the loan rate.
As of June 30, 1996, in consideration of cash advances made and
services rendered by certain individuals to Unicom, Unicom 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 cash that becomes available from each
distribution will be used to repay CPC. After CPC has been repaid in full
and the aforementioned individuals have received their share of each
distribution, remaining cash will then be distributed as follows:
1.00% to the general partner
49.50% to the other partner in Unicom
7.50% to certain individuals who made cash advances on behalf of
the Company
42.00% to the Company _______
100.00% _______
In addition, CPC assigned 7.842% of any of its cash that becomes
available for distribution to certain individuals for funds advanced by
them to CPC.
On July 28, 1995, the mortgage payable in the amount of $27,638,956
was reinstated and modified. The rate of interest was reduced to 8%,
including servicing. As a result of the modification, $2,498,809 in accrued
interest was forgiven. (See Note 5 to financial statements.)
II-6
ITEM 7. MANAGEMENT DISCUSSIONS AND ANALYSIS OF FINANCIAL CONDITION AND_______
RESULTS OF OPERATIONS - CITY PLANNED COMMUNITIES AND UNICOM
PARTNERSHIP LTD. ________________
YEAR ENDED JUNE 30, 1995 COMPARED TO YEAR ENDED JUNE 30, 1994
The net loss before extraordinary item decreased by 1% for the year
ended June 30, 1995 as compared to 1994.
As of June 30, 1995, in consideration of cash advances made and
services rendered by certain individuals to Unicom, Unicom agreed to
distribute 23.35% (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 cash that becomes available from each
distribution will be used to repay CPC. After CPC has been repaid in full
and the aforementioned individuals have received their share of each
distribution, remaining cash will then be distributed as follows:
1.00% to the general partner
49.50% to the other partner in Unicom
7.49% to certain individuals who made cash advances on behalf of
the Company
42.01% to the Company _______
100.00% _______
In addition, CPC assigned 7.842% of any of its cash that becomes
available for distribution to certain individuals for funds advanced by
them to CPC.
II-7
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA__________________________
ALL-STATE PROPERTIES L.P.
P O BOX 5524
FORT LAUDERDALE, FL 33310-5524
Telephone (954) 735-6300 Fax (954) 749-5664
The accompanying balance sheets of All-State Properties L.P. (a limited
partnership) (Note 1A) as of June 30, 1996 and the related statements of
operations, changes in partners' capital (deficit) and cash flow for the
year then ended and the schedule and exhibit listed in the index have been
compiled in accordance with standards established by the American Institute
of Certified Public Accountants.
The accompanying financial statements have not been audited by independent
public accountants, and no accountant has expressed an opinion thereon.
They have been prepared by the Registrant assuming that All-State
Properties L.P. (a limited partnership) (Note 1A) will continue as a going
concern. As explained in Note 11 to the financial statements, at June 30,
1996, conditions exist which indicate that the partnership is unable to
generate sufficient cash flow to meet its obligations. Management's plans
in regard to these matters are also described in Note 11. The financial
statements do not include any adjustments or reclassifications that might
result from the outcome of these uncertainties.
No auditing procedures have been performed since September, 1989. The
Registrant's cash flow is insufficient for the Registrant to compensate
accountants for past or present services.
The Registrant intends to obtain audited financial statements for the 1990-
96 periods as soon as it is in a financial position to compensate an
accountant for such services.
Very truly yours,
ALL-STATE PROPERTIES L.P.
By: _______
STANLEY R. ROSENTHAL
General Partner
II-8
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP) (NOTE 1A)
YEARS ENDED JUNE 30, 1996, 1995 AND 1994
UNAUDITED
I N D E X
PAGE
Partnership's Letter II-8
FINANCIAL STATEMENTS:
Balance Sheets II-10
Statements of Operations II-11
Statements of Changes in Partners' Capital (Deficit) II-12
Statements of Cash Flows II-13/14
Notes to Financial Statements II-15/23
SUPPLEMENTAL INFORMATION:
Exhibits indicating the Computation of Earnings per
Unit IV-6
Schedule X - Supplemental Income Statement Information
Charged to Cost and Expenses IV-5
Selected Financial Data II-2
II-9
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP) (NOTE 1A)
BALANCE SHEETS
JUNE 30, 1996 AND 1995
UNAUDITED
A S S E T S
JUNE 30
1 9 9 6 1 9 9 5
Cash $ 1,717 $ 14,797
Receivables:
Trade and other $ 1,720 $ 4,639
Real estate held for sale and development
at lower of cost or market value (Notes
1D, 1E and 4):
Land and land improvements $ 99,551 $ 162,579
Condominium homes completed and under
construction 117,485 185,454
$ 217,036 $ 348,033
Other Assets $ 2,438 $ 7,952
------------ ------------
TOTAL ASSETS $ 222,911 $ 375,421
============ ============
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
LIABILITIES:___________
Notes payable (Notes 4 and 8) $ 452,595 $ 450,041
4% convertible subordinated debentures
(Notes 5, 8 and 11) 2,368,181 2,303,097
Partnership distributions payable (Note 9) 252,496 252,496
Notes payable - related party (Note 2) 60,765 16,400
Accounts payable and other liabilities
(Note 7) 275,294 265,354
$ 3,409,331 $ 3,287,388
DEFICIENCY IN PARTNERSHIPS:__________________________
Undistributed earnings (loss) of partner-
ships (Notes 1C, 1D, 2, 4 and 11) $ 875,354 $ 814,126
COMMITMENTS AND CONTINGENCIES (Notes 2 and_____________________________
11) $ - $ -
PARTNERS' CAPITAL (DEFICIT):___________________________
Partners' capital (deficit) (3,772,419
units authorized, 3,118,303 units out-
standing) (Notes 4, 6 and 9) $ (3,854,095) $ (3,524,008)
Notes receivable - officers/partners
(including accrued interest of $67,822
in 1996 and $62,227 in 1995 (Note 3) (207,679) (202,085)
$ (4,061,774) $ (3,726,093)
TOTAL LIABILITIES AND PARTNERS' CAPITAL ________________________
(DEFICIT) $ 222,911 $ 375,421 ______
============ ============
See notes to financial statements.
II-10
ALL-STATE PROPERTIES L.P. ____
(A LIMITED PARTNERSHIP) (NOTE 1A) ____
STATEMENTS OF OPERATIONS _____
YEARS ENDED JUNE 30, 1996, 1995 AND 1994 _____
UNAUDITED ____
1 9 9 6 1 9 9 5 1 9 9 4
REVENUES (Note 1D):________
Loss from real estate partner-
ship (Note 2) $ (76,228) $ (127,122) $ (121,015)
Interest and dividend income
(Note 3) 11,991 11,969 11,970
Other 14,850 24,427 16,000
Sale of condominium units 72,500 - -
$ 23,113 $ (90,726) $ (93,045)
COST AND EXPENSES:_________________
Selling, general and admini-
strative expenses (Note 1E) $ 148,828 $ 101,696 $ 293,424
Interest (Notes 1E, 4 and 5) 112,246 102,481 101,504
Cost of condominium sold 92,126 - -
Total $ 353,200 $ 204,177 $ 394,928
NET LOSS BEFORE EXTRAORDINARY_____________________________
ITEM $ (330,087) $ (294,903) $ (487,973) ____
EXTRAORDINARY ITEM:__________________
Gain on debt restructuring
(Note 10) - - 145,974
NET LOSS $ (330,087) $ (294,903) $ (341,999)_____
=========== =========== ===========
NET INCOME OR (LOSS) PER________________________
PARTNERSHIP UNIT, AFTER _______________________
EXTRAORDINARY ITEM (Note 1F) $ (0.10) $ (0.09) $ (0.11) ____
=========== =========== ===========
CASH DISTRIBUTIONS PER UNIT NONE NONE NONE ________
==== ==== ====
See notes to financial statements.
II-11
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP) (NOTE 1A)
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
(DEFICIT)
YEARS ENDED JUNE 30, 1996, 1995 AND 1994
________________________________________
UNAUDITED
_________
<TABLE>
<CAPTION>
NOTES TOTAL
RECEIVABLE PARTNERS
NUMBER GENERAL LIMITED
OFFICERS/ CAPITAL
OF UNITS PARTNER
PARTNERS PARTNERS (DEFICIT)
___________ ___________
___________ ___________ ___________
<S> <C> <C> <C>
<C> <C>
BALANCE - June 30, 1993 3,118,303 $ 2
$(2,887,106) $ (190,896) $(3,078,002)_______
Net loss - -
(341,999) - (341,999)
Net increase in notes receivable-
partners - - -
(5,594) (5,594)
___________ ___________ ___________ ___________ ___________
BALANCE - June 30, 1994 3,118,303 $ 2
$(3,229,105) $ (196,490) $(3,425,595)_______
Net loss - -
(294,903) - (294,903)
Net increase in notes receivable-
partners - - -
(5,595) (5,595)
___________ ___________ ___________ ___________ ___________
BALANCE - June 30, 1995 3,118,303 $ 2
$(3,524,008) $ (202,085) $(3,726,093)_______
Net loss - -
(330,087) - (330,087)
Net increase in notes receivable-
partners - - -
(5,594) (5,594)
___________ ___________ ___________ ___________ ___________
BALANCE - June 30, 1996 3,118,303 $ 2
$(3,854,095) $ (207,679) $(4,061,774)_______
=========== ===========
=========== =========== ===========
</TABLE>
See notes to financial statements.
ALL-STATE PROPERTIES L.P. ____
(A LIMITED PARTNERSHIP) (NOTE 1A) ____
STATEMENTS OF CASH FLOWS _____
YEARS ENDED JUNE 30, 1996, 1995 AND 1994 ____
UNAUDITED
YEARS ENDED JUNE 30,
1 9 9 6 1 9 9 5 1 9 9 4
NET INCREASE (DECREASE) IN CASH_______________________________
AND CASH EQUIVALENTS (Note 1H) ____________________
Cash Flows from Operating
Activities:
Cash received principally
from rental activities
and sale of condominiums $ 90,269 $ 24,426 $ 19,325
Interest and dividends
received 4 - 6,376
Cash paid for selling,
general and administrative
expenses (70,109) (72,542) (65,155)
Interest paid - - (6,502)
Net Cash (Used) Provided
by Operating Activities $ 20,164 $ (48,116) $ (45,956)
Cash Flows from Financing
Activities:
(Payment) Proceeds from
notes payable $ (57,895) $ 86,323 $ -
Proceeds (payments) on
note - related party -
net 24,651 (24,201) 45,432
Net Cash Provided (used)
by Financing Activities $ (33,244) $ 62,122 $ 45,432
NET INCREASE (DECREASE) IN CASH_______________________________
AND CASH EQUIVALENTS $ (13,080) $ 14,006 $ (524) _____
CASH AND CASH EQUIVALENTS AT____________________________
BEGINNING OF YEAR 14,797 791 1,315 _______
CASH AND CASH EQUIVALENTS AT____________________________
END OF YEAR $ 1,717 $ 14,797 $ 791 _______
=========== =========== ===========
See notes to financial statements.
II-13
ALL-STATE PROPERTIES L.P. ____
(A LIMITED PARTNERSHIP) (NOTE 1A) ____
STATEMENTS OF CASH FLOWS (CONTINUED) _____
YEARS ENDED JUNE 30, 1996, 1995 AND 1994 _____
UNAUDITED ___
YEARS ENDED JUNE 30,
1 9 9 6 1 9 9 5 1 9 9 4
Reconciliation of net (loss)
to net cash (used) provided
by operating activities:
Net (Loss) $ (330,087) $ (294,903) $ (341,999)
Adjustments to reconcile net
(loss) to net cash (used)
provided by operating
activities:
Cost of condominiums sold $ 82,997 $ - $ -
Depreciation and amortization - 805 232
Loss from real estate
partnership 76,228 127,122 121,015
Gain on debt restructuring (1) - - 145,974)
Write down of land to net
realizable value (2 and 3) 48,000 - 200,000
Changes in assets and liabilities:
Increase in notes payable 60,449 - -
Increase in accrued interest -
related party notes 4,714 3,976 7,898
(Increase) in notes receivable -
partners (5,594) (5,595) (5,594)
Decrease (increase) in trade
and other receivables - (84) (1,100)
Decrease in deferred assets 2,919 - 552
Decrease (increase) in other
assets 5,514 - (14,633)
Increase in 4% convertible
subordinated debenture in-
cluding accrued interest 65,084 65,084 65,084
Increase in accounts payable
and other liabilities 9,940 55,479 68,563
Total Adjustments $ 350,251 $ 246,787 $ 296,043
NET CASH (USED) PROVIDED BY___________________________
OPERATING ACTIVITIES $ 20,164 $ (48,116) $ (45,956) ______
=========== =========== ===========
SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:_______________________
(1) The Partnership recognized a gain from its restructuring of certain
debt in 1994 (See Note 10).
(2) The Partnership recognized a loss on a write down of certain land to
net realizable value in 1994.
(3) The Partnership recognized a loss on the write down of condominiums
held for sale, to net realizable value in 1996.
See notes to financial statements.
II-14
ALL-STATE PROPERTIES L.P. ____
(A LIMITED PARTNERSHIP) (NOTE 1A) ____
NOTES TO FINANCIAL STATEMENTS ____
YEARS ENDED JUNE 30, 1996, 1995, AND 1994 ____
UNAUDITED ___
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES______ ___________________
A. Basis of Presentation _____________________
On November 3, 1986, Wimbledon Development Ltd. (a limited
partnership) was formed to construct and sell condominium units
on land acquired from All-State Properties L.P. (hereafter
"the Company"). The Company has a 99% limited partnership
interest in Wimbledon Development Ltd. and the remaining
ownership is being held by a corporation controlled by the
president of the Company. The Corporation is the general
partner of the partnership and is responsible for the
management of Wimbledon Development Ltd. The Company includes
in its accounts the assets, liabilities, revenues and expenses
of Wimbledon Development Ltd. All significant intercompany
accounts and transactions have been eliminated.
B. Organization ____________
All-State Properties L.P. (a limited partnership) is the
successor to All-State Properties Inc. and Subsidiaries. On
September 20, 1984, the shareholders of All-State Properties
Inc. approved a Plan of Liquidation pursuant to which the
shareholders were issued limited partnership units in the
Partnership in exchange for their stock of the Corporation.
C. Equity in Partnerships ______________________
The investments in unconsolidated real estate partnerships are
carried at cost plus the Company's equity (deficiency) in the
partnerships' undistributed earnings (deficit) (Note 2).
D. Operations and Income Recognition ______________________
The Company was primarily engaged in the development and sale
of land through a 50% owned real estate partnership, City
Planned Communities (Note 2), the construction and sale of
residential condominiums through a 99% owned limited
partnership interest in Wimbledon Development Ltd. (Note 1A)
and a 49.5% limited partnership interest in Unicom Partnership
Ltd. (Note 2), which has constructed and operates an adult
apartment rental community.
II-15
ALL-STATE PROPERTIES L.P. ____
(A LIMITED PARTNERSHIP) (NOTE 1A) ____
NOTES TO FINANCIAL STATEMENTS ____
YEARS ENDED JUNE 30, 1996, 1995 AND 1994 _____
UNAUDITED ___
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)______ _______
D. Operations and Income Recognition (Continued) ________
Condominiums ____________
Revenues from the sale of condominiums are recorded at the
time of closing. Construction costs, as outlined in FASB No.
67, Accounting for Cost and Initial Rental Operations of Real
Estate Projects _______________, are allocated to
individual units based on relative sales value of each unit.
E. Real Estate Held for Sale and Development ____________
Real estate held for sale and development is carried at the
lower of cost or net realizable value. Costs of acquiring and
developing land are accumulated and allocated on a per unit
basis. During the period of development and construction,
certain overhead, selling and carrying costs were capitalized
to the extent that these capitalized costs did not increase
the carrying value in excess of net realizable value.
The following details the adjustments to the valuation
accounts to reflect condominiums held for sale at their net
realizable value based on projected sales prices:
CHARGES CREDIT TO
TO RESERVE COST OF SALES
June 30, 1996 $ 48,000 $ 39,602
=========== =============
June 30, 1995 $ -0- $ -0-
=========== =============
June 30, 1994 $ 200,000 $ -0-
=========== =============
In accordance with FASB No. 34, Capitalization of Interest
Cost ____, interest costs on qualifying assets under
construction are capitalized until the assets are ready for their
intended use. Thereafter, such expenses are a period cost. During
the years ended June 30, 1996, 1995 and 1994, total interest
incurred of $112,246, $102,481 and $101,504, respectively,
were charged to current operations.
F. 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. Effect is given to the convertible debentures
that are dilutive.
II-16
ALL-STATE PROPERTIES L.P. ____
(A LIMITED PARTNERSHIP) (NOTE 1A) ____
NOTES TO FINANCIAL STATEMENTS ____
YEARS ENDED JUNE 30, 1996, 1995 AND 1994 _____
UNAUDITED ___
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)______ _______
G. Property and Equipment ______________________
Property and equipment are recorded at cost and are
depreciated over their estimated useful lives of 3 to 7 years.
Assets acquired after 1986 are depreciated using the modified
accelerated cost recovery method. The difference between
accelerated and straight-line methods is not deemed to be
material. The accelerated method is used for income tax
purposes.
H. 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.
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% limited partnership interest in a limited
partnership, Unicom Partnership Ltd. The beneficial owners of
Unicom Partnership Ltd. are substantially the same as the
beneficial owners of City Planned Communities. Unicom Partnership
Ltd. acquired land from City Planned Communities and has
constructed an adult apartment rental community.
CPC advanced approximately $12,700,000 to Unicom. The funds have
been used by Unicom to fund project cost and the operating
deficit. In June, 1995, the partners of CPC agreed to contribute
$13,352,210 in notes, loans and accrued interest to Unicom's
capital.
The Company discontinued applying the equity method to its
investment in Unicom Partnership Ltd. (Unicom) in 1988 when the
investment account was reduced to zero. The Company's cumulative
share of Unicom's unrecognized losses from 1988 are $6,264,344.
The Company will resume applying the equity method only after its
share of the net income equals the share of net losses not
recognized during the period the equity method was suspended. The
unrecognized income or losses are not included in the Company's
partners' deficiency.
During the current year the Company's share of Unicom's income
was $186,730.
II-17
ALL-STATE PROPERTIES L.P. ____
(A LIMITED PARTNERSHIP) (NOTE 1A) ____
NOTES TO FINANCIAL STATEMENTS ____
YEARS ENDED JUNE 30, 1996, 1995 AND 1994 _____
UNAUDITED ___
NOTE 2 - EQUITY (DEFICIENCY) IN PARTNERSHIPS AND NOTE RECEIVABLE______ ______
(Continued)
As of June 30, 1996 and 1995, the details of the related party
obligations between City Planned Communities and the Company are
as follows:
JUNE 30,
1 9 9 6 1 9 9 5
Note receivable from City Planned
Communities - unsecured demand loan,
interest at 8.5% per annum, including
accrued interest $ 114,835 $ 123,443
Note payable to City Planned Communi-
ties - unsecured demand loan, interest
at 8.5% per annum, including accrued
interest (175,600) (139,843)
NET $ (60,765) $ (16,400)
=========== =========
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
PLANNED UNICOM
COMMUNITIES PARTNERSHIP
(NOTE 10) LTD. COMBINED
1996 $ (875,354) $ -0- $(875,354)
=========== =========== =========
1996 (100.0%) -0- (100.0%)
====== === ======
1995 $ (814,126) $ -0- $(814,126)
=========== =========== =========
1995 (100.0%) -0- (100.0%)
====== === ======
As of June 30, 1996, in consideration of cash advances made and
services rendered by certain individuals to Unicom, Unicom 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 will be used to repay CPC. Once
CPC has been repaid in full, and the aforementioned individuals
have received their share of each distribution, remaining
II-18
ALL-STATE PROPERTIES L.P. ____
(A LIMITED PARTNERSHIP) (NOTE 1A) ____
NOTES TO FINANCIAL STATEMENTS ____
YEARS ENDED JUNE 30, 1996, 1995 AND 1994 _____
UNAUDITED ____
NOTE 2 - EQUITY (DEFICIENCY) IN PARTNERSHIPS AND NOTE RECEIVABLE______ ______
(Continued)
cash will be distributed as follows:
1.00% to the general partner
49.50% to the other partner in Unicom
7.50% to certain individuals who made cash
advances to Unicom on behalf of the
Company
42.00% to the Company _______
100.00%
=======
In addition, CPC assigned 7.842% of any of its cash that becomes
available for distribution to certain individuals for funds
advanced by them to CPC.
The Company also assigned 12.68% 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 balances of notes
receivable consists of the following as of June 30, 1996.
PRINCIPAL
INCLUDING
ACCRUED
INTEREST MATURITY DATE INTEREST
$ 207,679 July, 1997 4% per annum
To secure their obligation to pay the notes and accrued interest,
the Company was granted 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.
II-19
ALL-STATE PROPERTIES L.P. ____
(A LIMITED PARTNERSHIP) (NOTE 1A) ____
NOTES TO FINANCIAL STATEMENTS ____
YEARS ENDED JUNE 30, 1996, 1995 AND 1994 _____
UNAUDITED ____
1 9 9 6 1 9 9 5
NOTE 4 - NOTES PAYABLE______ _____________
Notes payable at June 30 consist of the
following:
Notes payable - individual (including
accrued interest of $(36,512 and
$25,110 respectively) due August 1,
1997. Interest at 10% per annum,
secured by land and condominiums. The
Company assigned a 1% participation in
profits and cash flow from Unicom or
City Planned Communities in order to
obtain this loan. (Note 2). $ 129,810 $ 175,110
Note payable = individuals (including
accrued interest of $71,902 and $56,738
respectively) - due on demand, interest
at 8.5% per annum, unsecured. The
Company assigned 7.5% of its potential
distributions from City Planned
Communities to the individuals in order
to obtain this loan and other funds
advanced on the Company's behalf. (See
Note 2). 288,903 274,931
Note payable - (including accrued
interest of $10,682) due December 31,
1997 with interest calculated at 8%
per annum from October 1, 1990. 33,882 -
___________ ___________
$ 452,595 $ 450,041
=========== ===========
Amortization of principal until maturity will be as follows as of
June 30, 1996:
June 30, 1997 $ 288,903
June 30, 1998 163,692
$ 452,595
=========
II-20
ALL-STATE PROPERTIES L.P. ____
(A LIMITED PARTNERSHIP) (NOTE 1A) ____
NOTES TO FINANCIAL STATEMENTS ____
YEARS ENDED JUNE 30, 1996, 1995 AND 1994 _____
UNAUDITED ____
NOTE 5 - 4% CONVERTIBLE SUBORDINATED DEBENTURES______ _______________________
The 4% convertible subordinated debentures at June 30, consist of
the following:
1 9 9 6 1 9 9 5 1 9 9 4
Convertible at $3 per unit $ 1,625,301 $ 1,625,301 $ 1,625,301
Convertible at $1 per unit 1,811 1,811 1,811
Accrued interest (Note 8) 741,069 675,985 610,901
$ 2,368,181 $ 2,303,097 $ 2,238,013
=========== =========== ===========
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, 1996, 1995 and 1994
aggregated $575,000, ($295,000) and $319,000, respectively,
which approximates income (losses) of $0.18, ($0.09) and income
of $0.10 per unit, based on 3,118,303 outstanding partnership
units.
NOTE 7 - ACCOUNTS PAYABLE AND OTHER LIABILITIES______ _______________________
Account payable and other liabilities at
June 30, consist of the following:
1 9 9 6 1 9 9 5 1 9 9 4
Taxes, primarily real
estate $ 23,975 $ 28,021 $ 29,928
Professional fees 94,954 112,312 109,059
Other 156,365 125,021 97,935
$ 275,294 $ 265,354 $ 236,922
=========== =========== ===========
Included above is approximately $135,000 in recreational
assessments owed to the operating association. By agreement, the
delinquency would be paid out of proceeds from the sale of the
remaining four acres of land, together with 50% of any profit
realized. The property was sold on September 17, 1996, and the
obligation was satisfied by a payment of $137,035 to the
association.
II-21
ALL-STATE PROPERTIES L.P. ____
(A LIMITED PARTNERSHIP) (NOTE 1A) ____
NOTES TO FINANCIAL STATEMENTS ____
YEARS ENDED JUNE 30, 1996, 1995 AND 1994 _____
UNAUDITED ____
NOTE 8 - ACCRUED INTEREST ______ ________________
Accrued interest consists of the
following: 1 9 9 6 1 9 9 5
Interest payable included in
notes payable (Note 4) $ 119,096 $ 81,848
Interest included in 4% convertible
subordinated debentures (Notes 5
and 10) 741,069 675,985
$ 860,165 $ 757,833
=========== ===========
NOTE 9 - PARTNERS' CAPITAL (DEFICIT)_______ ___________________________
As of June 30, 1996, there are 1,582 shareholders holding
291,661 shares of the predecessor corporation that have not
converted their stock certificates into limited partnership
units. The limited partnership, from inception through June 30,
1996, has declared accumulated distributions of $.85 per each
unit of partnership interest outstanding. The partnership
distributions payable represent the Company's liability if the
stock certificates are converted into partnership units.
The Company did not make cash distributions to its unit owners
during years ended June 30, 1996, 1995 and 1994.
NOTE 10 - RESTRUCTURED FINANCING_______ ______________________
In October of 1993, the Company owed a bank interest and
principal totaling $270,974 on two outstanding obligations (See
Note 4). A limited partner of the Company 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
Unicom or City Planned Communities.
The obligation originally maturing on August 1, 1995 was extended
to August 1, 1997.
II-22
ALL-STATE PROPERTIES L.P. ____
(A LIMITED PARTNERSHIP) (NOTE 1A) ____
NOTES TO FINANCIAL STATEMENTS ____
YEARS ENDED JUNE 30, 1996, 1995 AND 1994 _____
UNAUDITED ____
NOTE 11 - BUSINESS UNCERTAINTIES_______ ______________________
The Company has $2,368,181 of convertible subordinated debentures
including accrued interest which matured on September 30, 1989
(Note 5).
The Company's primary source of cash flow has been from its 50%
owned real estate partnership, City Planned Communities (Note 2).
The availability of future cash flow from City Planned
Communities is dependent on the ability of Unicom to repay its
obligations to the partners of CPC from its cash flow or from
future sale proceeds.
The Company also has a 49.5% limited partnership interest in
Unicom (Note 2). However, the investment in Unicom has not
generated cash flow to the Company, to date.
II-23
CITY PLANNED COMMUNITIES_______________________________________________________
5500 NORTHWEST 69TH AVENUE * LAUDERHILL, FLORIDA * 33319_______________________
(954) 572-1800 BROWARD * TELECOPIER (954) 749-5664_____________________________
The accompanying combined balance sheets of City Planned Communities (a
partnership) ("CPC") and Unicom Partnership Ltd. (a limited partnership)
("Unicom") as of June 30, 1996 and the related combined statements of
operations, changes in partners' capital (deficit) and cash flows for the
years then ended, and the supplemental information listed in the index,
have been compiled by these partnerships in accordance with standards
established by the American Institute of Certified Public Accountants.
The accompanying financial statements have not been audited by independent
public accountants, and no accountant has expressed an opinion thereon.
They have been prepared assuming that CPC and Unicom will continue as a
going concern.
As discussed in Note 5, Unicom successfully completed a reassignment and
reinstatement of its mortgage on July 28, 1995.
The financial statements of Unicom have been audited. No auditing
procedures have been performed since September, 1989 for CPC.
As explained in the accompanying statements in respect of the financial
statements of All-State Properties L.P., the undersigned entities intend to
obtain audited financial statements for the 1990-1996 periods as soon as
they are in a financial position to compensate an accountant for such
services.
Very truly yours,
CITY PLANNED COMMUNITIES
UNICOM PARTNERSHIP LTD.
By: ____________
STANLEY R. ROSENTHAL
Managing Partner
II-24
CITY PLANNED COMMUNITIES (A PARTNERSHIP) _____
AND UNICOM PARTNERSHIP LTD. (A LIMITED PARTNERSHIP) ____
COMBINED COMPILED FINANCIAL STATEMENTS _____
JUNE 30, 1996 ____
UNAUDITED ____
C O N T E N T S ____
PAGE
____
Partnerships' letter II-24
Combined Financial Statements:
Balance Sheets II-26
Statements of Operations 11-27
Statements of Partners' Capital (Deficit) 11-28
Statements of Cash Flows 11-29/30
Notes to Financial Statements II-31/36
Supplemental Information:
Explanation of eliminations to combining
Financial Statements 11-37
Combining Balance Sheets II-38/41
Combining Statements of Operations II-42/44
Combining Statements of Partners' Capital (Deficit) 11-45
Combining Statements of Cash Flows II-46/51
Selected Financial Data II-3
II-25
CITY PLANNED COMMUNITIES (A PARTNERSHIP) _____
AND UNICOM PARTNERSHIP LTD. (A LIMITED PARTNERSHIP) ____
COMBINED BALANCE SHEETS ____
JUNE 30, 1996 AND 1995 _____
UNAUDITED ____
A S S E T S ____
1 9 9 6 1 9 9 5
Property and equipment, at cost (Notes 1B
and 5):
Building, including land of $966,170 $ 33,306,025 $ 33,240,474
Furniture and equipment 1,159,582 1,015,565
China, glassware, silverware and utensils 41,713 41,713
$ 34,507,320 $ 34,297,752
Less accumulated depreciation and
amortization (5,942,918) (5,048,352)
$ 28,564,402 $ 29,249,400
Cash 1,064,575 645,770
Cash - restricted for tenants' security
deposits 592,798 588,249
Real estate for sale - at cost (Note 5)
- land 9,666 14,499
Deferred management fees - related party
(Notes 1A and 4) 631,543 631,543
Funds held in escrow 520,666 249,290
Prepaid expenses 184,981 132,230
Other assets 298,282 56,387
TOTAL ASSETS $ 31,866,913 $ 31,567,368______
============ ============
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) ______
LIABILITIES:___________
Mortgage loan payable, including $183,312
and $3,819,033 of accrued interest,
respectively (Note 5) $ 27,680,139 $ 31,457,989
Notes payable - others 695,780 -
Notes payable - non-interest bearing 208,555 258,555
Notes payable - related parties, including
$1,218,819 and $908,547 of accrued interest,
respectively (Note 2) 4,758,247 3,434,407
Accounts payable and accrued expenses
(Note 3) 609,540 1,001,736
Tenant security deposits 577,250 562,257
Due to management company (Note 6A) - 43,750
Other liabilities - 149,726
Deferred interest (Note 5) 2,453,679 -
Total Liabilities $ 36,983,190 $ 36,908,420
COMMITMENTS AND CONTINGENCIES (Notes 4, _____________________________
6 and 7) - -
PARTNERS' CAPITAL (DEFICIT) (Note 4) (5,116,277) (5,341,052)_____
TOTAL LIABILITIES AND PARTNERS' CAPITAL ________________________
(DEFICIT) $ 31,866,913 $ 31,567,368 _____
============ ============
See notes to combined financial statements.
II-26
CITY PLANNED COMMUNITIES (A PARTNERSHIP) _____
AND UNICOM PARTNERSHIP LTD. (A LIMITED PARTNERSHIP) ____
COMBINED STATEMENTS OF OPERATIONS ____
YEARS ENDED JUNE 30, 1996, 1995 AND 1994 _____
UNAUDITED ____
1 9 9 6 1 9 9 5 1 9 9 4
REVENUES:________
Sale of land $ 54,166 $ - $ -
Rental income 10,132,016 9,874,474 9,475,261
Interest income 74,341 75,179 42,820
$ 10,260,523 $ 9,949,653 $ 9,518,081
EXPENSES:________
Cost of land sold $ 8,128 $ - $ -
Dietary and resident services 3,049,995 2,950,311 2,811,560
General and administrative
(Note 4A) 1,069,538 1,271,180 1,128,805
Marketing and advertising 239,951 216,810 273,540
Maintenance and utilities 1,355,630 1,430,717 1,296,926
Taxes and insurance 820,846 757,632 695,551
$ 6,544,088 $ 6,626,650 $ 6,206,382
NET INCOME BEFORE DEPRECIATION,_______________________________
AMORTIZATION AND INTEREST: $ 3,716,435 $ 3,323,003 $ 3,311,699 _____
OTHER EXPENSES:______________
Interest (Note 1C) $ 2,576,181 $ 2,991,650 $ 2,984,067
Depreciation and
amortization 915,479 920,904 925,540
$ 3,491,660 $ 3,912,554 $ 3,909,607
NET INCOME (LOSS) $ 224,775 $ (589,551) $ (597,908)_____
============ ============ ============
See notes to combined financial statements.
II-27
CITY PLANNED COMMUNITIES (A PARTNERSHIP) _____
AND UNICOM PARTNERSHIP LTD. (A LIMITED PARTNERSHIP) _____
COMBINED STATEMENTS OF PARTNERS' CAPITAL (DEFICIT) _____
YEARS ENDED JUNE 30, 1996, 1995 AND 1994 _____
UNAUDITED ____
1 9 9 6 1 9 9 5 1 9 9 4
PARTNERS' CAPITAL (DEFICIT) -___________________________
Beginning $ (5,341,052) $ (4,751,501) $ (4,153,593)
Distributions (Note 4) - (13,352,210) -
Contributions (Note 4) - 13,352,210 -
Net income (loss) 224,775 (589,551) (597,908)
PARTNERS' CAPITAL (DEFICIT) -___________________________
Ending $ (5,116,277) $ (5,341,052) $ (4,751,501)
============ ============ ============
See notes to combined financial statements.
II-28
CITY PLANNED COMMUNITIES (A PARTNERSHIP) _____
AND UNICOM PARTNERSHIP LTD. (A LIMITED PARTNERSHIP) ______
COMBINED STATEMENTS OF CASH FLOWS ____
YEARS ENDED JUNE 30, 1996, 1995 AND 1994 _____
UNAUDITED ____
1 9 9 6 1 9 9 5 1 9 9 4
INCREASE (DECREASE) IN CASH___________________________
AND CASH EQUIVALENTS____________________
Cash Flows from Operating_________________________
Activities: __________
Cash from customers/tenants $ 10,032,700 $ 9,941,179 $ 9,502,667
Interest received 74,341 64,828 42,820
Cash paid - interest (3,422,967) (3,592,924) (2,588,942)
Cash paid - suppliers, em-
ployees and administrative
expenses (6,780,382) (6,628,886) (6,302,289)
Net Cash Provided (Used)
by Operating Activities $ (96,308) $ (215,803) $ 654,256
Cash Flows from Investing_________________________
Activities: __________
Capital expenditures - net $ (226,241) $ (180,278) $ (219,572)
Escrow funding (288,762) (44,983) (59,307)
Tenant security deposits 10,444 (5,521) 4,377
Other (39,392) - -
Net Cash Used by
Investing Activities $ (543,951) $ (230,782) $ (274,502)
Cash Flows from Financing_________________________
Activities: __________
Cash received - related
party $ 1,028,568 $ 42,153 $ 56,008
Cash received - notes 245,890 121,027 59,504
other (215,394) 15,771 (8,969)
Net Cash Provided by
Financing Activities $ 1,059,064 $ 178,951 $ 106,543
NET INCREASE (DECREASE) IN CASH_______________________________
AND CASH EQUIVALENTS $ 418,805 $ (267,634) $ 486,297 _____
CASH AND CASH EQUIVALENTS -___________________________
BEGINNING OF YEAR 645,770 913,404 427,107 _____
CASH AND CASH EQUIVALENTS -___________________________
END OF YEAR $ 1,064,575 $ 645,770 $ 913,404 _____
============ ============ ============
See notes to combined financial statements.
II-29
CITY PLANNED COMMUNITIES (A PARTNERSHIP) ___
AND UNICOM PARTNERSHIP LTD. (A LIMITED PARTNERSHIP) ____
COMBINED STATEMENTS OF CASH FLOWS (CONTINUED) ____
YEARS ENDED JUNE 30, 1996, 1995 AND 1994 _____
UNAUDITED ____
1 9 9 6 1 9 9 5 1 9 9 4
Reconciliation of net profit
(loss) to net cash provided
(used) by operating activities:
Net income (loss) $ 224,775 $ (589,551) $ (597,908)
Adjustments to reconcile net
profit (loss) to net cash
provided (used) by operating
activities:
Depreciation and amortiza-
tion $ 915,479 $ 920,904 $ 925,540
Increase in accrued interest
payable (849,648) (601,275) 398,346
Decrease in real estate held
for sale 4,833 - -
(Increase) decrease in prepaid
expense (48,989) 26,299 (57,873)
Decrease (increase) in other
assets and accounts receivable 4,889 9,713 (4,476)
(Decrease) increase in accounts
payable and accrued expenses (347,647) (45,181) (9,373)
Increase in other liabilities - 63,288 -
Total Adjustments $ (321,083) $ 373,748 $ 1,252,164
NET CASH PROVIDED (USED) BY___________________________
OPERATING ACTIVITIES $ (96,308) $ (215,803) $ 654,256 _____
============ ============ ============
(A)
SCHEDULE OF NON-CASH INVESTING ______________________________
AND FINANCING ACTIVITIES: ________________________
(A) In June of 1995 the partners of City Planned Communities contributed
their $13,352,210 notes, loans and accrued interest to the capital of
Unicom. (See Note 4)
See combined notes to financial statements.
II-30
CITY PLANNED COMMUNITIES (A PARTNERSHIP) _____
AND UNICOM PARTNERSHIP LTD. (A LIMITED PARTNERSHIP) ____
NOTES TO COMBINED FINANCIAL STATEMENTS _____
YEARS ENDED JUNE 30, 1996, 1995 AND 1994 _____
UNAUDITED ____
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 is engaged in the
business of land sales in Broward County, Florida. The two
fifty percent partners of CPC are All-State Properties
L.P. (a limited partnership) and NLI Partners, Ltd. (a
limited partnership).
2. Unicom Partnership Ltd. (Hereafter Unicom) ___
The limited partnership was formed on October 27, 1986 to
acquire land from CPC for the purpose of constructing and
operating a 324 unit rental project which is being
operated as an adult apartment rental complex (AARC).
3. Basis for Combination _____________________
All-State Properties L.P. and entities under common
control with the partners of NLI Partners, Ltd. have a 99%
limited partnership interest in Unicom. Accordingly, the
beneficial owners of Unicom 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, Unicom purchased 78 acres of land from CPC. Due
to 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:
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
to the deceased Manager. The expense will be recognized when the
profit is recognized.
II-31
CITY PLANNED COMMUNITIES (A PARTNERSHIP) _____
AND UNICOM PARTNERSHIP LTD. (A LIMITED PARTNERSHIP) ____
NOTES TO COMBINED FINANCIAL STATEMENTS _____
YEARS ENDED JUNE 30, 1996, 1995 AND 1994 _____
UNAUDITED ____
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)______ _______
A. Organization, Operations and Principles of Combination
(Continued)
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.
B. Property and Equipment ______________________
1. Building is 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.
2. Furniture and equipment are 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 are 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, 1996, 1995 and 1994, total interest
incurred was $2,576,181, $2,991,650 and $2,984,067,
respectively was charged to operations. (See Note 5).
D. Income Tax Reporting ____________________
For income tax purposes, CPC reports on the cash basis of
accounting while Unicom 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.
II-32
CITY PLANNED COMMUNITIES (A PARTNERSHIP) _____
AND UNICOM PARTNERSHIP, LTD. (A LIMITED PARTNERSHIP) _____
NOTES TO COMBINED FINANCIAL STATEMENTS _____
YEARS ENDED JUNE 30, 1996, 1995 AND 1994 _____
UNAUDITED ____
NOTE 2 - NOTES PAYABLE - RELATED PARTIES______ ______________________________
Funds advanced by various partners,
evidenced by unsecured demand notes,
bearing interest at 3% over prime
rate.
1 9 9 6 1 9 9 5
Total principal $ 3,539,428 $ 2,525,860
Accrued interest 1,218,819 908,547
$ 4,758,247 $ 3,434,407
============ ============
NOTE 3 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES______ ________________________
Accounts payable and accrued expenses
at June 30, 1996 and 1995 consist of
the following:
1 9 9 6 1 9 9 5
Accounts payable $ 438,104 $ 824,211
Real estate taxes 188,822 177,525
$ 626,926 $ 1,001,736
============ ============
NOTE 4 - TRANSACTIONS WITH RELATED PARTIES______ ____________________________
A. Management Agreements _____________
In a prior year, Unicom 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 Unicom assigned a 5% interest of all available
cash flows to the individual for services previously rendered.
(See Note 6).
B. Notes Receivable - Unicom _________________________
Unicom had issued six letters of credit totaling approximately
$9,700,000 as a prerequisite to obtaining HUD construction
financing. In March 1989, $3,650,000 of the letters of credit
were canceled and like amount in cash was loaned to Unicom by
CPC. Unicom then advanced the funds to its lender to be used
for additional project costs. CPC advanced approximately an
additional $9,000,000 to Unicom for project costs, and all
letters of credit were canceled. The advances by CPC to
Unicom are evidenced by unsecured demand notes with various
interest rates of 9%, prime plus 2% and 15% per annum. On
II-33
CITY PLANNED COMMUNITIES (A PARTNERSHIP) _____
AND UNICOM PARTNERSHIP, LTD. (A LIMITED PARTNERSHIP) _____
NOTES TO COMBINED FINANCIAL STATEMENTS _____
YEARS ENDED JUNE 30, 1996, 1995 AND 1994 _____
UNAUDITED ____
NOTE 4 - TRANSACTIONS WITH RELATED PARTIES (Continued)______ ________________
B. Notes Receivable - Unicom (Continued) ________________
November 4, 1991 the note holders agreed to amend the notes
and eliminate interest after March 1, 1990. Accordingly, no
interest has been accrued as of June 30, 1995.
Notes with a face value of approximately $5,291,000 bearing
interest at 9% have been valued based on the expected cash
flow (principal plus interest payments), discounted to their
present value. The discount rate of 12% is used, based upon
market conditions. During the current year the discount has
not been amortized to reflect an increase in the estimated
time before the notes will be repaid.
An allowance was established representing the funds advanced
by CPC to Unicom to fund the operating deficit incurred by
Unicom before depreciation and amortization. In prior years,
an allowance totaling $7,981,511 has been provided. No
allowance has been recorded in the current year as Unicom has
reached a break even point before depreciation and
amortization.
In June of 1995 the partners of City Planned Communities
distributed the notes and accrued interest to its partners net
of the discount and allowance.
C. Notes Payable/Capital - Unicom _______________________
In June, 1995, the partners of City Planned Communities, a
partnership related through common ownership, agreed to
contribute their $13,352,210 notes, loans, and accrued
interest receivables to Unicom's capital.
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. During the current fiscal year
II-34
CITY PLANNED COMMUNITIES (A PARTNERSHIP) _____
AND UNICOM PARTNERSHIP, LTD. (A LIMITED PARTNERSHIP) _____
NOTES TO COMBINED FINANCIAL STATEMENTS _____
YEARS ENDED JUNE 30, 1996, 1995 AND 1994 _____
UNAUDITED ____
NOTE 5 - MORTGAGE LOAN PAYABLE (Continued)______ _____________________
interest expense was reduced by $45,130 as a result of the
deferred interest amortization. Principal payments for the next
five years ending June 30, are as follows:
1977 $ 183,502
1998 198,733
1999 215,228
2000 233,091
2001 252,438
As of June 30, 1996 and 1995 the outstanding indebtedness
consisted of:
1 9 9 6 1 9 9 5 1 9 9 4
Principal $ 27,496,827 $ 27,638,956 $ 27,638,956
Interest 183,312 3,819,033 4,617,817
$ 27,680,139 $ 31,457,989 $ 32,256,773
============ ============ ============
NOTE 6 - COMMITMENTS AND CONTINGENCIES______ _____________________________
A. Management Contract ___________________
The Partnership terminated its existing management contract
effective July 31, 1995. The property will be managed as
"owner/managers." The new management fee has been reduced
from 6.5% (subject to maximum) to 4% of the total income
collected, which is being paid to the partners responsible for
the management of the facility. (See Note 4).
B. Litigation __________
The Internal Revenue Service has filed a lawsuit for less than
$200,000 to set aside a previous settlement for withholding
taxes. In legal counsel's opinion the suit is without
substance and will be vigorously defended.
C. Distributions _____________
As of June 30, 1996, in consideration of cash advances made
and services rendered by certain individuals to Unicom, Unicom
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 cash that becomes available from each distribution will be
used to repay CPC. After CPC has been repaid in full and the
II-35
CITY PLANNED COMMUNITIES (A PARTNERSHIP) _____
AND UNICOM PARTNERSHIP LTD. (A LIMITED PARTNERSHIP) ____
NOTES TO COMBINED FINANCIAL STATEMENTS _____
YEARS ENDED JUNE 30, 1996, 1995 AND 1994 _____
UNAUDITED ____
NOTE 6 - COMMITMENTS AND CONTINGENCIES (Continued)______ ____________________
C. Distributions (Continued) _____________
aforementioned individuals have received their share of each
distribution, remaining cash will then be distributed as
follows:
1.00% to the general partner
49.50% to the other partners in Unicom
7.50% to certain individuals who made cash advances
on behalf of the Company
42.00% to the Company _______
100.00%
=======
In addition, CPC assigned 7.842% of any of its cash that
becomes available for distribution to certain individuals for
funds advanced by them to CPC.
NOTE 7 - PENSION PLAN______ ____________
During year ended June 30, 1995, Unicom 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.
II-36
CITY PLANNED COMMUNITIES (A PARTNERSHIP) _____
AND UNICOM PARTNERSHIP LTD. (A LIMITED PARTNERSHIP) ____
EXPLANATION OF ELIMINATIONS TO COMBINING FINANCIAL STATEMENTS ____
JUNE 30, 1996 AND 1995 _____
UNAUDITED ____
The combining financial statements for City Planned Communities (CPC) and
Unicom Partnership Ltd., (Unicom) are presented as supplemental information
to the combined financial statements. All significant transactions between
CPC and Unicom have been eliminated. Descriptions of the eliminations are
as follows:
(a) Cost of land purchased by Unicom 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)
============
(b) As of June 30, 1994, Unicom borrowed approximately $12,700,000
from CPC for construction costs 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 Unicom $ 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 Unicom (net of allowances and
discounts). The partners agreed to contribute these obligations to
the capital of Unicom.
See notes to combined financial statements.
II-37
CITY PLANNED COMMUNITIES (A PARTNERSHIP) _____
AND UNICOM PARTNERSHIP LTD. (A LIMITED PARTNERSHIP) ____
COMBINING BALANCE SHEETS _____
JUNE 30, 1996 ____
UNAUDITED
<TABLE>
<CAPTION>
CITY UNICOM COMBINED
PLANNED PARTNERSHIP BALANCE
COMMUNITIES LTD. ELIMINATIONS SHEET
<S> <C> <C> <C> <C>
ASSETS______
Property and equip-
ment, at cost:
Building, includ-
ing land of
$4,123,888 $ - $ 36,463,743 $ (3,157,718)(a) $ 33,306,025
Furniture and
equipment - 1,159,582 - 1,159,582
China, glassware,
silverware and
utensils - 41,713 - 41,713
$ - $ 37,665,038 $ (3,157,718) $ 34,507,320
Less accumu-
lated depre-
ciation and
amortization - (5,942,918) - (5,942,918)
$ - $ 31,722,120 $ (3,157,718) $ 28,564,402
Cash 433 1,064,142 - 1,064,575
Cash - restricted
for tenants'
security de-
posits - 592,798 - 592,798
Real estate for
sale - at cost -
land 9,666 - - 9,666
Deferred manage-
ment fees -
related party 631,543 - - 631,543
Funds held in escrow - 520,666 - 520,666
Prepaid expenses - 184,981 - 184,981
Other assets 6,886 291,396 - 298,282
TOTAL ASSETS $ 648,528 $ 34,376,103 $ (3,157,718) $ 31,866,913
============ ============ ============ ============
</TABLE>
See notes to combined financial statements.
II-38
CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND UNICOM PARTNERSHIP LTD. (A LIMITED PARTNERSHIP)
COMBINING BALANCE SHEETS (CONTINUED)
JUNE 30, 1996
UNAUDITED
<TABLE>
<CAPTION>
CITY UNICOM COMBINED
PLANNED PARTNERSHIP BALANCE
COMMUNITIES LTD. ELIMINATIONS SHEET
<S> <C> <C> <C> <C>
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)____________________________________
LIABILITIES:___________
Mortgage loan
payable $ - $ 27,680,139 $ - $ 27,680,139
Notes payable -
others - 695,780 - 695,780
Notes payable -
non interest
bearing - 208,555 - 208,555
Notes payable -
related parties 3,598,900 1,159,347 - 4,758,247
Accounts payable
and accrued ex-
penses 75,419 534,121 - 609,540
Tenant security
deposits - 577,250 - 577,250
Deferred profit 3,157,718 - (3,157,718)(a) -
Deferred interest - 2,453,679 - 2,453,679
$ 6,832,037 $ 33,308,871 $ (3,157,718) $ 36,983,190
COMMITMENTS AND_______________
CONTINGENCIES - - - - __
PARTNERS' CAPITAL_________________
(DEFICIT) (6,183,509) 1,067,232 - (5,116,277)
TOTAL LIABILITIES_________________
AND PARTNERS' _____________
CAPITAL (DEFICIT) $ 648,528 $ 34,376,103 $ (3,157,718) $ 31,866,913
============ ============ ============ ============
</TABLE>
See notes to combined financial statements.
II-39
CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND UNICOM PARTNERSHIP LTD. (A LIMITED PARTNERSHIP)
COMBINING BALANCE SHEETS
JUNE 30, 1995
UNAUDITED
<TABLE>
<CAPTION>
CITY UNICOM COMBINED
PLANNED PARTNERSHIP BALANCE
COMMUNITIES LTD. ELIMINATIONS SHEET
<S> <C> <C> <C> <C>
ASSETS______
Property and equip-
ment, at cost:
Building, includ-
ing land of
$4,123,888 $ - $ 36,398,192 $ (3,157,718)(a) $ 33,240,474
Furniture and
equipment - 1,015,565 - 1,015,565
China, glassware,
silverware and
utensils - 41,713 - 41,713
$ - $ 37,455,470 $ (3,157,718) $ 34,297,752
Less accumulated
depreciation
and amortiza-
tion - (5,048,352) - (5,048,352)
$ - $ 32,407,118 $ (3,157,718) $ 29,249,400
Cash 1,606 644,164 - 645,770
Cash - restricted
for tenants' se-
curity deposits - 588,249 - 588,249
Real estate for
sale - at cost -
land 14,499 - - 14,499
Deferred management
fees - related
party 631,543 - - 631,543
Funds held in escrow - 249,290 - 249,290
Prepaid expenses - 132,230 - 132,230
Other assets 22,986 33,401 - 56,387
TOTAL ASSETS $ 670,634 $ 34,054,452 $ (3,157,718) $ 31,567,368_
============ ============ ============ ============
</TABLE>
See notes to combined financial statements.
II-40
CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND UNICOM PARTNERSHIP LTD. (A LIMITED PARTNERSHIP)
COMBINING BALANCE SHEETS (CONTINUED)
JUNE 30, 1995
UNAUDITED
<TABLE>
<CAPTION>
CITY UNICOM COMBINED
PLANNED PARTNERSHIP BALANCE
COMMUNITIES LTD. ELIMINATIONS SHEET
<S> <C> <C> <C> <C>
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)____________________________________
LIABILITIES:___________
Mortgage loan
payable $ - $ 31,457,989 $ - $ 31,457,989
Notes payable -
non-interest
bearing - 258,555 - 258,555
Note payable -
related parties 3,434,407 - - 3,434,407
Accounts payable
and accrued
expenses 109,562 892,174 - 1,001,736
Tenant security
deposits - 562,257 - 562,257
Due to management
company - 43,750 - 43,750
Other liabilities - 149,726 - 149,726
Deferred profits 3,157,718 - (3,157,718)(a) -
$ 6,701,687 $ 33,364,451 $ (3,157,718) $ 36,908,420
COMMITMENTS AND_______________
CONTINGENCIES - - - - __
PARTNERS' CAPITAL_________________
(DEFICIT) (6,031,053) 690,001 - (5,341,052)
TOTAL LIABILITIES_________________
AND PARTNERS' _____________
CAPITAL (DEFICIT) $ 670,634 $ 34,054,452 $ (3,157,718) $ 31,567,368
============ ============ ============ ============
</TABLE>
See notes to combined financial statements.
II-41
CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND UNICOM PARTNERSHIP LTD. (A LIMITED PARTNERSHIP)
COMBINING STATEMENTS OF OPERATIONS
YEAR ENDED JUNE 30, 1996
UNAUDITED
<TABLE>
<CAPTION>
UNICOM COMBINED
CITY PLANNED PARTNERSHIP STATEMENT OF
COMMUNITIES LTD. ELIMINATIONS OPERATIONS
<S> <C> <C> <C> <C>
REVENUES:________
Sale of land $ 54,166 $ - $ - $ 54,166
Rental income - 10,132,016 - 10,132,016
Interest income 11,107 63,234 - 74,341
$ 65,273 $ 10,195,250 $ - $ 10,260,523
EXPENSES:________
Cost of land sold $ 8,128 $ - $ - $ 8,128
Dietary and resi-
dent services - 3,049,995 - 3,049,995
General and admini-
strative 10,700 1,058,838 - 1,069,538
Marketing and adverti-
sing - 239,951 - 239,951
Maintenance and
utilities - 1,355,630 - 1,355,630
Taxes and insurance 851 819,995 - 820,846
$ 19,679 $ 6,524,409 $ - $ 6,544,088
NET INCOME BEFORE_________________
DEPRECIATION, AMORTIZA- _______________________
TION AND INTEREST $ 45,594 $ 3,670,841 $ - $ 3,716,435
OTHER EXPENSES:______________
Interest $ 198,050 $ 2,378,131 $ - $ 2,576,181
Depreciation and
amortization - 915,479 - 915,479
$ 198,050 $ 3,293,610 $ - $ 3,491,660
NET INCOME (LOSS) $ (152,456) $ 377,231 $ - $ 224,775_
============ ============ ============ ============
</TABLE>
See notes to combined financial statements.
II-42
CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND UNICOM PARTNERSHIP LTD. (A LIMITED PARTNERSHIP)
COMBINING STATEMENTS OF OPERATIONS
YEAR ENDED JUNE 30, 1995
UNAUDITED
<TABLE>
<CAPTION>
UNICOM COMBINED
CITY PLANNED PARTNERSHIP STATEMENT OF
COMMUNITIES LTD. ELIMINATIONS OPERATIONS
<S> <C> <C> <C> <C>
REVENUES:________
Rental income $ - $ 9,874,474 $ - $ 9,874,474
Interest income 10,351 64,828 - 75,179
$ 10,351 $ 9,939,302 $ - $ 9,949,653
EXPENSES:________
Dietary and resident
services $ - $ 2,950,311 $ - $ 2,950,311
General and admini-
strative 65,725 1,205,455 - 1,271,180
Marketing and adverti-
sing - 216,810 - 216,810
Maintenance and
utilities - 1,430,717 - 1,430,717
Taxes and insurance 1,360 756,272 - 757,632
$ 67,085 $ 6,559,565 $ - $ 6,626,650
NET INCOME (LOSS) BEFORE________________________
DEPRECIATION, AMORTIZA- _______________________
TION AND INTEREST $ (56,734) $ 3,379,737 $ - $ 3,323,003
OTHER EXPENSES:______________
Interest $ 197,510 $ 2,794,140 $ - $ 2,991,650
Depreciation and
amortization - 920,904 - 920,904
$ 197,510 $ 3,715,044 $ - $ 3,912,554
NET LOSS $ (254,244) $ (335,307) $ - $ (589,551)
============ ============ ============ ============
</TABLE>
See notes to combined financial statements.
II-43
CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND UNICOM PARTNERSHIP LTD. (A LIMITED PARTNERSHIP)
COMBINING STATEMENTS OF OPERATIONS
YEAR ENDED JUNE 30, 1994
UNAUDITED
<TABLE>
<CAPTION>
CITY UNICOM COMBINED
PLANNED PARTNERSHIP STATEMENT OF
COMMUNITIES LTD. ELIMINATIONS OPERATIONS
<S> <C> <C> <C> <C>
REVENUES:________
Rental income $ - $ 9,475,261 $ - $ 9,475,261
Interest income 8,656 34,164 - 42,820
$ 8,656 $ 9,509,425 $ - $ 9,518,081
EXPENSES:________
Dietary and resi-
dent services $ - $ 2,811,560 $ - $ 2,811,560
General and admini-
strative 55,033 1,073,772 - 1,128,805
Marketing and adverti-
sing - 273,540 - 273,540
Maintenance and
utilities - 1,296,926 - 1,296,926
Taxes and insurance 1,116 694,435 - 695,551
$ 56,149 $ 6,150,233 $ - $ 6,206,382
NET (LOSS) INCOME BEFORE________________________
DEPRECIATION, AMORTIZA- _______________________
TION AND INTEREST $ (47,493) $ 3,359,192 $ - $ 3,311,699
OTHER EXPENSES:______________
Interest $ 193,608 $ 2,790,459 $ - $ 2,984,067
Depreciation and
amortization 928 924,612 - 925,540
$ 194,536 $ 3,715,071 $ - $ 3,909,607
NET (LOSS) $ (242,029) $ (355,879) $ - $ (597,908)
============ ============ ============ ============
</TABLE>
See notes to combined financial statements.
II-44
CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND UNICOM PARTNERSHIP LTD. (A LIMITED PARTNERSHIP)
COMBINING STATEMENTS OF PARTNERS' CAPITAL (DEFICIT)
YEARS ENDED JUNE 30, 1996, 1995 AND 1994
UNAUDITED
<TABLE>
<CAPTION>
COMBINED
STATEMENT
UNICOM OF PARTNERS'
CITY PLANNED PARTNERSHIP CAPITAL
COMMUNITIES LTD. ELIMINATIONS (DEFICIT)
<S> <C> <C> <C> <C>
PARTNERS' CAPITAL_________________
(DEFICIT) - June _________
30, 1993 $ (1,131,981) $(11,971,023) $ 8,949,411 $ (4,153,593)
Net loss - 1994 (242,029) (355,879) - (597,908)
PARTNERS' CAPITAL _________________
(DEFICIT) - June _________
30, 1994 $ (1,374,010) $(12,326,902) $ 8,949,411 $ (4,751,501)
Distribution (4,402,799) - (8,949,411) (13,352,210)
Contribution - 13,352,210 - 13,352,210
Net loss - 1995 (254,244) (335,307) - (589,551)
PARTNERS' CAPITAL_________________
(DEFICIT) - June
30, 1995 $ (6,031,053) $ 690,001 $ - $ (5,341,052)
Net Income (loss) - 1996 (152,456) 377,231 - 224,775
PARTNERS' CAPITAL_________________
(DEFICIT) - June
30, 1996 $ (6,183,509) $ 1,067,232 $ - $ (5,116,277)
============ ============ ============ ============
</TABLE>
See notes to combined financial statements.
II-45
CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND UNICOM PARTNERSHIP LTD. (A LIMITED PARTNERSHIP)
COMBINING STATEMENTS OF CASH FLOWS
YEAR ENDED JUNE 30, 1996
UNAUDITED
<TABLE>
<CAPTION>
CITY UNICOM
COMBINED
PLANNED PARTNERSHIP
STATEMENT OF
COMMUNITIES LTD. ELIMINATIONS CASH
FLOWS ____________ ____________ ____________
____________
<S> <C> <C> <C> <C>
INCREASE (DECREASE) IN______________________
CASH AND CASH EQUIVALENTS _________________________
Cash flows from Operating_________________________
Activities: ______________
Cash from customers/
tenants/sales $ 54,166 $ 9,978,534 $ - $
10,032,700
Interest received 11,107 63,234 -
74,341
Cash paid - interest - (3,422,967) -
(3,422,967)
Cash paid - suppliers,
employees and adminis-
trative expenses (47,889) (6,732,493) -
(6,780,382) ____________ ____________
____________ ____________
Net Cash (Used) Provid-
ed by Operating Activi-
ties $ 17,384 $ (113,692) $ - $
(96,308) ____________ ____________ ____________
____________
Cash Flows from Invest-_______________________
ing Activities: ______________
Capital expendi-
tures - net $ - $ (226,241) $ - $
(226,241)
Escrow funding - (288,762) -
(288,762)
Tenant security de-
posits - net - 10,444 -
10,444
Other - (39,392) -
(39,392) ____________ ____________ ____________
____________
Net Cash Used by
Investing Activities $ - $ (543,951) $ - $
(543,951) ____________ ____________ ____________
____________
Cash Flows from Financ-______________________
ing Activities: ______________
Cash received (paid)
- related party $ (18,557) $ 1,047,125 $ - $
1,028,568
Cash (paid) received
- notes and mortgages - 245,890 -
245,890
Other - (215,394) -
(215,394) ____________ ____________ ____________
____________
Net Cash Provided
(Used) by Financ-
ing Activities $ (18,557) $ 1,077,621 $ - $
1,059,064 ____________ ____________ ____________
____________
NET INCREASE (DECREASE) IN__________________________
CASH AND CASH EQUIVALENTS $ (1,173) $ 419,978 $ - $
418,805 _________________________
CASH AND CASH EQUIVALENTS_________________________
BEGINNING OF YEAR 1,606 644,164 -
645,770 _________________ ____________ ____________ ____________
____________
CASH AND CASH EQUIVALENTS_________________________
END OF YEAR $ 433 $ 1,064,142 $ - $
1,064,575 ___________
</TABLE> ============ ============ ============
============
See notes to combined financial statements.
II-46
CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND UNICOM PARTNERSHIP LTD. (A LIMITED PARTNERSHIP)
COMBINING STATEMENTS OF CASH FLOWS (CONTINUED)
YEAR ENDED JUNE 30, 1996
UNAUDITED
<TABLE>
<CAPTION>
CITY UNICOM
COMBINED
PLANNED PARTNERSHIP
STATEMENT OF
COMMUNITIES LTD. ELIMINATIONS CASH
FLOWS ____________ ____________ ____________
____________
<S> <C> <C> <C> <C>
Reconciliation of net profit
(loss) to net cash provided
(used) by operating activities:
Net income (loss) $ (152,456) $ 377,231 $ - $
224,775 ____________ ____________ ____________
____________
Adjustments to reconcile net
profit (loss) to cash provided
(used) by operating activities:
Depreciation and amortiza-
tion $ - $ 915,479 $ - $
915,479
Increase (Decrease) in
interest payable 183,050 (1,032,698) -
(849,648)
Decrease in real estate
held for sale 4,833 - -
4,833
(Increase) in prepaid
expenses - (48,989) -
(48,989)
(Increase) Decrease in
other assets and
accounts receivable 16,100 (11,211) -
4,889
Decrease in accounts
payable and accrued
expenses (34,143) (313,504) -
(347,647) ____________ ____________ ____________
____________
Total Adjustments $ 169,840 $ (490,923) $ - $
(321,083) ____________ ____________ ____________
____________
NET CASH PROVIDED (USED) ________________________
BY OPERATING ACTIVITIES $ 17,384 $ (113,692) $ - $
(96,308) _______________________
============ ============ ============
============
</TABLE>
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING AND INVESTING ACTIVITIES:
In June of 1995 the partners of City Planned Communities contributed
their $13,352,210 notes, loans and accrued interest to the capital of Unicom.
See notes to combined financial statements.
II-47
CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND UNICOM PARTNERSHIP LTD. (A LIMITED PARTNERSHIP)
COMBINING STATEMENTS OF CASH FLOWS
YEAR ENDED JUNE 30, 1995
UNAUDITED
<TABLE>
<CAPTION>
CITY UNICOM
COMBINED
PLANNED PARTNERSHIP
STATEMENT OF
COMMUNITIES LTD. ELIMINATIONS CASH
FLOWS ____________ ____________ ____________
____________
<S> <C> <C> <C> <C>
INCREASE (DECREASE) IN CASH___________________________
AND CASH EQUIVALENTS ____________________
Cash Flows from Operating_________________________
Activities: __________
Cash from customers/
tenants $ - $ 9,941,179 $ - $
9,941,179
Interest received - 64,828 -
64,828
Cash paid - interest - (3,592,924) -
(3,592,924)
Cash paid - suppliers,
employees and adminis-
trative expenses (44,527) (6,584,359) -
(6,628,886) ____________ ____________
____________ ____________
Net Cash Used by
Operating Activities $ (44,527) $ (171,276) $ - $
(215,803) ____________ ____________ ____________
____________
Cash Flows from Investing_________________________
Activities: __________
Capital expenditures -
net $ - $ (180,278) $ - $
(180,278)
Escrow funding - (44,983) -
(44,983)
Tenant security de-
posits - net - (5,521) -
(5,521) ____________ ____________ ____________
____________
Net Cash Used by
Investing Activities $ - $ (230,782) $ - $
(230,782) ____________ ____________ ____________
____________
Cash Flows from Financing_________________________
Activities: __________
Cash received - related
party $ 42,153 $ - $ - $
42,153
Cash (paid) received -
notes (1,100) 122,127 -
121,027
Other deposits - 15,771 -
15,771 ____________ ____________ ____________
____________
Net Cash Provided by
Financing Activities $ 41,053 $ 137,898 $ - $
178,951 ____________ ____________ ____________
____________
NET DECREASE IN CASH AND________________________
CASH EQUIVALENTS $ (3,474) $ (264,160) $ - $
(267,634) ________________
CASH AND CASH EQUIVALENTS_________________________
BEGINNING OF YEAR 5,080 908,324 -
913,404 _________________ ____________ ____________ ____________
____________
CASH AND CASH EQUIVALENTS_________________________
END OF YEAR $ 1,606 $ 644,164 $ - $
645,770 ___________
============ ============ ============
=============
</TABLE>
See notes to combined financial statements.
II-48
CITY PLANNED COMMUNITIES (A PARTNERSHIP)
________________________________________
AND UNICOM PARTNERSHIP LTD. (A LIMITED PARTNERSHIP)
___________________________________________________
COMBINING STATEMENTS OF CASH FLOWS (CONTINUED)
______________________________________________
YEAR ENDED JUNE 30, 1995
________________________
UNAUDITED
<TABLE> _________
<CAPTION>
CITY UNICOM
COMBINED
PLANNED PARTNERSHIP
STATEMENT OF
COMMUNITIES LTD. ELIMINATIONS CASH
FLOWS ____________ ____________ ____________
_____________
<S> <C> <C> <C> <C>
Reconciliation of net loss
to net cash used by
operating activities:
Net loss $ (254,244) $ (335,307) $ - $
(589,551) ____________ ____________ ____________
____________
Adjustments to reconcile
net loss to cash used by
operating activities:
Depreciation and
amortization $ - $ 920,904 $ - $
920,904
Increase (Decrease) in
interest payable 197,509 (798,784) -
(601,275)
Decrease in prepaid
expenses - 26,299 _
26,299
(Increase) Decrease in
other assets and
accounts receivable (10,351) 20,064 -
9,713
(Decrease) Increase in
accounts payable and
accrued expenses 22,559 (67,740) -
(45,181)
Increase in other
liabilities - 63,288 -
63,288 ____________ ____________ ____________
____________
Total Adjustments $ 209,717 $ 164,031 $ - $
373,748 ____________ ____________ ____________
____________
NET CASH USED BY OPERATING__________________________
ACTIVITIES $ (44,527) $ (171,276) $ - $
(215,803) __________
============ ============ ============
============
</TABLE>
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING AND INVESTING ACTIVITIES:
In June of 1995 the partners of City Planned Communities contributed
their $13,352,210 notes, loans and accrued interest to the capital of Unicom.
See notes to combined financial statements.
II-49
CITY PLANNED COMMUNITIES (A PARTNERSHIP)
________________________________________
AND UNICOM PARTNERSHIP LTD. (A LIMITED PARTNERSHIP)
___________________________________________________
COMBINING STATEMENTS OF CASH FLOWS
__________________________________
YEAR ENDED JUNE 30, 1994
________________________
UNAUDITED
<TABLE> _________
<CAPTION>
CITY UNICOM
COMBINED
PLANNED PARTNERSHIP
STATEMENT OF
COMMUNITIES LTD. ELIMINATIONS CASH
FLOWS ____________ ____________ ____________
____________
<S> <C> <C> <C> <C>
INCREASE (DECREASE) IN CASH___________________________
AND CASH EQUIVALENTS ____________________
Cash Flows from Operating_________________________
Activities: __________
Cash from customers/
tenants $ - $ 9,502,667 $ - $
9,502,667
Interest received 8,656 34,164 -
42,820
Cash paid - interest (27,118) (2,561,824) -
(2,588,942)
Cash paid - suppliers,
employees and adminis-
trative expenses (49,453) (6,252,836) -
(6,302,289) ____________ ____________
____________ ____________
Net Cash Provided
(Used) by Operating
Activities $ (67,915) $ 722,171 $ - $
654,256 ____________ ____________ ____________
____________
Cash Flows from Investing_________________________
Activities: __________
Capital expenditures -
net $ - $ (219,572) $ - $
(219,572)
Escrow funding - (59,307) -
(59,307)
Tenant security de-
posits - net - 4,377 -
4,377 ____________ ____________ ____________
____________
Net Cash Used by
Investing Activities $ - $ (274,502) $ - $
(274,502) ____________ ____________ ____________
____________
Cash Flows from Financing_________________________
Activities: __________
Cash received -
related party $ 56,008 $ - $ - $
56,008
Cash received - notes 5,001 54,503 -
59,504
Other withdrawals - (8,969) -
(8,969) ____________ ____________ ____________
____________
Net Cash Provided by
Financing Activities $ 61,009 $ 45,534 $ - $
106,543 ____________ ____________ ____________
____________
NET INCREASE (DECREASE) IN__________________________
CASH AND CASH EQUIVALENTS $ (6,906) $ 493,203 $ - $
486,297 _________________________
CASH AND CASH EQUIVALENTS_________________________
BEGINNING OF YEAR 11,986 415,121 -
427,107 _________________ ____________ ____________ ____________
____________
CASH AND CASH EQUIVALENTS_________________________
END OF YEAR $ 5,080 $ 908,324 $ - $
913,404 ___________
============ ============ ============
=============
</TABLE>
See notes to combined financial statements.
II-50
CITY PLANNED COMMUNITIES (A PARTNERSHIP)
________________________________________
AND UNICOM PARTNERSHIP LTD. (A LIMITED PARTNERSHIP)
___________________________________________________
COMBINING STATEMENTS OF CASH FLOWS (CONTINUED)
______________________________________________
YEAR ENDED JUNE 30, 1994
________________________
UNAUDITED
<TABLE> _________
<CAPTION>
CITY UNICOM
COMBINED
PLANNED PARTNERSHIP
STATEMENT OF
COMMUNITIES LTD. ELIMINATIONS CASH
FLOWS ____________ ____________ ____________
____________
<S> <C> <C> <C> <C>
Reconciliation of net loss
to net cash provided (used)
by operating activities:
Net loss $ (242,029) $ (355,879) $ - $
(597,908) ____________ ____________ ____________
____________
Adjustments to reconcile
net loss to net cash
provided (used) by
operating activities:
Depreciation and amorti-
zation $ 928 $ 924,612 $ - $
925,540
Increase in accrued
interest payable 166,490 231,856 -
398,346
(Increase) in prepaid
expenses - (57,873) -
(57,873)
(Increase) in other assets
and accounts receivable - (4,476) -
(4,476)
(Decrease) Increase in
accounts payable and
accrued expenses 6,696 (16,069) -
(9,373) ____________ ____________ ____________
____________
Total Adjustments $ 174,114 $ 1,078,050 $ - $
1,252,164 ____________ ____________ ____________
____________
NET CASH PROVIDED (USED)________________________
BY OPERATING ACTIVITIES $ (67,915) $ 722,171 $ - $
654,256 _______________________
============ ============ ============
============
</TABLE>
See notes to combined financial statements.
II-51
ITEM 8. SUPPLEMENTARY DATA______ __________________
(a) Selected quarterly financial disclosure data.
Not required.
(b) Information on the effects of changing prices.
Not applicable.
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE______ _______
Not applicable.
II-52
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 67 General Partner;
President and Chief
Executive Officer of
predecessor All-State
Properties, Inc. since
1971
Managing Partner of
Unicom Partnership Ltd.
since 1989
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, 1996.
NAME OF INDIVIDUAL OR REGISTRANT'S SHARE________
NUMBER OF PERSONS CAPACITIES OF CASH _____________
IN GROUP IN WHICH SERVED COMPENSATION ______
Stanley R. Rosenthal General Partner $10,000 (1)
_______
All officers as a group (1 person) $10,000
(1) Paid by CPC
Effective August 1, 1995 with HUD approval, Unicom Partnership
Ltd. 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 Unicom 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 $62,000 per year.
III-1
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT_______
The following table sets forth as of June 30, 1996 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 Estate of
Partnership Herbert Sadkin
Units 200 Bonaventure Blvd.
Ft. Lauderdale, FL 382,768 10.9%
" J.W. Sopher
425 E. 61 Street
New York, NY 165,000 (1) 5.3%
" Stanley R. Rosenthal
c/o All-State
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________ _____________
As of June 30, 1996, in consideration of cash advances made and
services rendered by certain individuals to Unicom, Unicom 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 cash that becomes available from each
distribution will be used to repay CPC. After CPC has been repaid in full
and the aforementioned individuals have received their share of each
distribution, remaining cash will then be distributed as follows:
1.00% to the general partner
49.50% to the other partner in Unicom
7.50% to certain individuals who made cash advances on
behalf of the Company
42.00% to the Company _______
100.00% _______
In addition, CPC assigned 7.842% 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
12.68% 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, 1996 and 1995 II-10
Statements of Operations for the years ended
June 30, 1996, 1995 and 1994 II-11
Statements of Changes in Partners' Capital
(Deficit) for the years ended June 30,
1996, 1995 and 1994 II-12
Statements of Cash Flows for the years ended
June 30, 1996, 1995 and 1994 II-13/14
Notes to Financial Statements for the years
ended June 30, 1996, 1995 and 1994 II-15/23
Combined Financial Statements of City Planned
Communities (a partnership) and Unicom
Partnership Ltd. (a limited partnership) for
the years ended June 30, 1996, 1995 and 1994 II-26/51
2. Financial Statement Schedules
Included in Part IV of this report:
Schedule X - Supplementary Income
Statement Information
at June 30, 1996, 1995
and 1994 (Registrant) IV-5
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. Unicom Partnership Incorporated by reference
Ltd. Limited Part- to Form 10-K for the
nership Agreement year ended June 30, 1987
dated September 23,
1986
d. Loan Agreement Incorporated by reference
between Unicom to Form 10-K for the year
Partnership Ltd. ended June 30, 1987
and Puller Mortgage
Associates, Inc.
dated 4/23/87 - $27,749,100
e. Management Contract Incorporated by reference
between Unicom Partnership to Form 10-K for the
Ltd. and Basic American year ended June 30, 1987
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 Unicom 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 Incorporation by reference
between CPC and MFM to Form 10-K for the year
Group dated March 28, 1990 ended June 30, 1990
i. Settlement Agreement Incorporated by reference
between Unicom and MFM to Form 10-K for the year
Group dated March 28, 1990 ended June 30, 1990
j. Amendment to Incorporated by reference
Management Contract on Form 10-K for the year
between Unicom and ended June 30, 1992
Senior Lifestyle
Corporation dated
as of Jan. 1, 1992
k. Management Agreement Incorporated by reference
between Unicom and on Form 10-K for the year
Stanley R. Rosenthal, ended June 30, 1995
Managing Partner of
Owner dated Aug. 1, 1995
l. Employment Agreement Incorporated by reference
between Unicom and on Form 10-K for the year
Stanley R. Rosenthal, ended June 30, 1995
effective Aug. 1, 1995
(11) Exhibits indicating computa- IV-6
tion of earnings per unit for
the years ended June 30, 1996,
1995 and 1994
IV-3
(22) Subsidiaries of the Registrant:
State of
Incorporation
Name or Organization Ownership ____
Wimbledon Development Florida 99%
Ltd.
(d) NONE
Signature Page IV-7
IV-4
ALL-STATE PROPERTIES L.P. ____
(A LIMITED PARTNERSHIP) (NOTE 1A) ____
SCHEDULE X - SUPPLEMENTAL INCOME STATEMENT INFORMATION ___
CHARGED TO COST AND EXPENSES _____
JUNE 30, 1996, 1995 AND 1994 _____
UNAUDITED ____
1 9 9 6 1 9 9 5 1 9 9 4
Maintenance and repairs $ 8,406 $ 4,448 $ 5,663
Depreciation and amortization
of intangible assets - 805 232
Taxes, other than payroll and
income taxes 11,522 12,317 13,706
Advertising cost - - -
$ 19,928 $ 17,570 $ 19,601
========= ========= =========
See notes to financial statements.
IV-5
ALL-STATE PROPERTIES L.P. ____
(A LIMITED PARTNERSHIP) (NOTE 1A) ____
EXHIBITS INDICATING THE COMPUTATION OF EARNINGS PER UNIT _____
YEARS ENDED JUNE 30, 1996, 1995 AND 1994 _____
UNAUDITED ____
1 9 9 6 1 9 9 5 1 9 9 4
Computation of primary
earnings per unit:
Units issued 3,118,303 3,118,303 3,118,303
Add: Unit equivalent
(incremental units):
Debentures convertible
at $1.00 - - -
Debentures convertible
at $3.00 31,952 31,952 31,952
3,150,255(A) 3,150,255(A) 3,150,255(A)
========= ========= =========
Net Loss Before
Extraordinary Items $(330,087) $(294,903) $(487,973)
========= ========= =========
Computation of fully
diluted loss per unit
Before Extraordinary
Items $ (0.10) $ (0.09)(B) $ (0.15)(B)
========= ========= =========
Net Loss After
Extraordinary Items $(330,087) $(294,903) $(341,999)
========= ========= =========
Computation of fully
diluted loss per unit
after Extraordinary
Items $ (0.10)(B) $ (0.09)(B) $ (0.11)(B)
========= ========= =========
(A) Weighted average number of units outstanding
(B) Computation based on the modified treasury stock method as the number
of units obtainable upon exercise of outstanding options in the
aggregate exceeds 20% of the units outstanding at the end of the
period.
See notes to financial statements.
IV-6
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 29, 1996
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 29, 1996
STANLEY R. ROSENTHAL (Chief Executive Officer) Date
