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, 1997 0-12895
ALL-STATE PROPERTIES L.P.
(Exact name of Registrant as specified in its charter)
Delaware 59-2399204
(State or other jurisdiction or (I.R.S. Employer
incorporation or organization) Identification No.)
Mailing address: P.O. Box 5524
Fort Lauderdale, FL 33310-5524
5500 N.W. 69th Avenue, Lauderhill, Florida 33313
(Address of principal executive offices) (Zip Code)
Registrant's Telephone number, including area code (954) 572-
2113
Securities registered pursuant to Section 12(b) of the Act:
Title of Class Name of Each Exchange on Which Registered
None Not Applicable
Securities registered pursuant to Section 12(g) of the Act:
Title of Class
Limited partnership units.
Indicate by check mark whether the Registrant (1) has filed
all reports required to be filed by Section 13 or 15(D) of
the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the issurer 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 sold 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 $2,500 per month
for the one-bedroom units to $2,900 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 one year. 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.
I-3
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 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.
On June 25, 1997, Unicom signed a Letter of
Intent with CareMatrix Corporation (AMEX) which Letter
became effective July 18, 1997. Prior to that date Unicom,
through its partners representing a majority interest in the
partnership (the Company abstaining)voted to approve the
transaction. The documents memorializing the transaction
were executed on August 13, 1997 with an effective date of
July 1, 1997, but dependent upon the completion of due
diligence and the payment of $4,500,000 to Unicom. On
September 24, 1997, CareMatrix made the required payment and
the initial phase of the transaction was completed. Unicom
used the proceeds for transaction costs ($325,000),
partnership obligations ($1,400,000), and distributed
$2,650,000 to certain partners to partially repay funds they
invested in Unicom.
The $4,500,000 payment made by CareMatrix to
Unicom represents an option payment, in consideration for
which CareMatrix was granted the option to purchase the
facility in three years on June 30, 2000. The purchase price
will be 8.75 times the net operating income before
depreciation for the year ended June 30, 2000, plus the then
outstanding mortgage balance and other adjustments, less the
$4,500,000 option payment.
In the interim, CareMatrix is leasing the
facility, retaining the sums of $822,000-the first year;
$1,175,000-the second year; and $1,275,000-the third year
out of cash flow each year, after payment of amounts due in
connection with the facility's mortgage insured by the U.S.
Department of Housing and Urban Development ("HUD"). The
balance of cash flow will be paid to Unicom as rent until
the net operating income equals $2,300,000 per year. Any
excess will then be divided equally between CareMatrix and
Unicom.
The present management team, will continue to
manage the facility for a period of five years at the HUD-
approved rate of 4% of collections. The management team has
been approved by HUD under the name, SRR Management Corp.
I-4
CareMatrix chose to prepay part of the management fee for
the five-year term to the extent of $2,000,000, discounted
to present value of $1,725,000, into a trust to be paid
monthly to SRR Management Corp., as set forth in a
consulting agreement. CareMatrix in turn is retaining
$400,000 per year out of facility cash flow, which sum is
included in the aforementioned annual figure to be retained
by CareMatrix.
In a related transaction, the partners of Unicom
formed a new limited partnership called Newall Assisted
Living Ltd. ("Newall"), which entered into a joint venture
as a 50% partner with a company related to CareMatrix. The
new entity, Newall-Chancellor 69th Avenue Associates, was
formed to build a 120-unit assisted living facility on 4.2
acres of land it will purchase from Unicom at a price to be
agreed upon. Chancellor has agreed to provide all the
necessary financing to erect and open the assisted living
facility. SRR Management Corp. will manage the facility for
five years at a fee equal to the greater of $7,000 per month
or 3-1/2% of collections, to commence six months prior to
opening. The facility will be leased after completion to
CareMatrix of Lauderhill II, Inc. for an initial term of 15
years. As consideration for the lease, Newall will receive
50% of the net cash flow from the assisted living facility.
The joint venture has agreed to pay $40,000 plus 5% of the
development cost to CareMatrix, and $5,000 per month to the
general partner of the company for his services during the
approval period and construction. The above sums are to be
paid from construction loan draws.
Chancellor has agreed to purchase the facility
from the joint venture at the later of 27 months from
commencement of the lease or June 30, 2002, at 8.75 times
net operating income before depreciation for the twelve
months prior to the purchase, plus the then outstanding
mortgage balance.
The partners of Newall, the Company abstaining,
voted to award 5% of the venture to the general partner of
the company for his services and 2% to others.
(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.
I-5
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, 1996, 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. Two such buildings on two
acres of land were completed and all sixteen (16) units have
been sold.
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.
(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 market is not
dependent upon a single or a few customers, but instead
relies on a wide customer base. The Unicom units are
expected to be rented to upper income retirees.
(viii) No portion of Registrant's business
involved government contracts.
I-6
(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.
(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 the compliance with environmental
regulations will have no material effect upon capital
expenditures, earnings or competitive position of Registrant
in future periods.
(xii) Registrant (including Wimbledon) employs
two part-time people. 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 $806,153 at
June 30, 1997. 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.
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).)
I-7
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS
No matters were submitted to a vote of security
holders of Registrant during the fourth quarter of the
fiscal year covered by this report.
I-8
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND
RELATED SECURITY HOLDER MATTERS
(a) In June, 1988, Registrant advised its unit
holders that in order to avoid classification as a "publicly
traded limited partnership under the Internal Revenue Code,
it would facilitate the transfer of units privately
commencing July 1, 1988.
There were no trades made through the
Registrant's matching service for the years ended June 30,
1993 through June 30, 1996. The Company has no knowledge of
other transactions. Therefore, no bid and asked prices could
be ascertained.
(b) As of September 30, 1997, there were 1,334
holders of record of 2,827,229 limited partnership
interests, excluding individual participants in security
nominee of 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 hold 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, 1997, 1,563 of the 2,897
record holders of limited partnership interests holding
290,836 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)
SELECTED FINANCIAL DATA
AS OF AND FOR THE YEARS ENDED JUNE 30
UNAUDITED
<TABLE>
<CAPTION>
SELECTED CASH FLOW AND
AND OPERATING STATEMENT
DATA 1 9 9 7 1 9 9 6 1 9 9 5 1 9 9 4 1 9 9
3
<S> <C> <C> <C> <C> <C>
REVENUE:
Equity in net earnings
(loss) of real estate
partnerships $ (82,532) $ (76,228) $(127,122) $(121,015) $
(319,307)
Other income 328,171 99,341 36,396 27,970
22,705
Total $ 245,639 $ 23,113 $ (90,726) $(93,045) $
(296,602)
Income (loss) before
Extraordinary Items $(141,963) $(330,087) $(294,903) $(487,973) $
(689,463)
Net Income (Loss) $(141,963) $(330,087) $(294,903) $(341,999) $
2,477,124
Per Share/Unit -
fully diluted:
Net income (loss) be-
fore Extraordinary
Items $ (.05) $ (.10)$ (.09) $ (.15) $
(.22)
Net Income (Loss) $ (.05)$ (.10) $ (.09) $ (.11) $
.79
SELECTED BALANCE SHEET DATA
Total Assets $ 28,806 $ 222,911 $ 375,421 $ 371,503 $
565,653
Notes, mortgages and con-
struction loans $ 427,117 $ 452,595 $ 450,041 $ 346,038 $
378,445
4% convertible debentures,
due 1989 including
accrued interest 2,433,265 2,368,181 2,303,097 2,238,013
2,172,929
Total $2,860,382 $2,820,776 $ 2,753,138 $2,584,051 $
2,551,374
Cash Dividends Declared
Per Share/Unit $ NONE $ NONE $ NONE $ NONE $
NONE
</TABLE>
See notes to financial statements.
II-2
CITY PLANNED COMMUNITIES, (A PARTNERSHIP) AND UNICOM
PARTNERSHIP LTD.
(A LIMITED PARTNERSHIP)
SELECTED FINANCIAL DATA
AS OF AND FOR THE YEARS ENDED JUNE 30
UNAUDITED
<TABLE>
<CAPTION>
SELECTED INCOME STATEMENT DATA
1 9 9 7 1 9 9 6 1 9 9 5 1 9 9 4 1 9
9 3
<S> <C> <C> <C> <C> <C>
Sales and rental
of real estate $10,449,562 $ 10,186,182 $ 9,874,474 $ 9,475,261 $
8,635,012
Interest and other
income 90,035 74,341 75,179 42,820
26,803
Total Revenues $10,539,597 $ 10,260,523 $ 9,949,653 $ 9,518,081 $
8,661,815
Net Income(Loss)
Before Extra-
ordinary Item $ 450,995 $ 224,775 $ (589,551) $ (597,908)
$(1,453,356)
Net Income(Loss) $ 450,995 $ 224,775 $ (589,551) $ (597,908)
$(1,552,481)
SELECTED BALANCE
SHEET DATA
Total Assets $31,006,067 $ 31,866,913 $31,567,368 $32,550,887
$32,578,489
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.
II-3
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
- ALL STATE PROPERTIES L.P.
YEAR ENDED JUNE 30, 1997 COMPARED TO YEAR ENDED
JUNE 30, 1996
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, 1997.
As of June 30, 1997, 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
up to $13,351,210 will be distributed to the partners
equally for the benefit of CPC. After $13,351,210 is
disbursed, remaining cash will be distributed 26.76% to the
aforementioned individuals and the remainder as follows:
1.00% to the general partner of Unicom
49.50% to Newnel Partnership
3.50% to certain individuals who made cash advances
Unicon on behalf of the company
46.00% to the Company
100.00%
In addition, CPC assigned 9.00% of any of its cash that
becomes available for distribution to certain individuals
for funds advanced by them to CPC.
Certain individuals advanced funds to the Company. In
consideration of those advances, the Company assigned to
those individuals 10.23% of distributions received by it
from CPC, after deducting the amounts necessary to repay the
funds advanced by them.
RESULTS OF OPERATIONS
Revenues Revenues increased by 950% for the year ended
June 30, 1997 as compared to 1996 as a result of the sale of
land and condominum units.
Costs and Expenses The total costs and expenses for the
year ended June 30, 1996 increased by 10%.
Net Loss Net loss was decreased by 60%.
SUBSEQUENT EVENTS
See Note 12 to the financial statements relative to a
recent lease and option agreement entered into by Unicom
Partnership Ltd., a 49-1/2% owned subsidiary.
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, 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 any cash that becomes available for distribution
up to $13,351,210 will be distributed to the partners
equally for the benefit of CPC. After $13,351,210 is
disbursed, remaining cash will be distributed 26.76% to the
aforementioned individuals and the remainder as follows:
1.00% to the general partner of Unicom
49.50% to Newnel Partnership
3.50% to certain individuals who made cash advances
to Unicon on behalf of the company
46.00% to the Company
100.00%
In addition, CPC assigned 9.00% of any of its cash that
becomes available for distribution to certain individuals
for funds advanced by them to CPC.
Certain individuals advanced funds to the Company. In
consideration of those advances, the Company assigned to
those individuals 10.23% of distributions received by it
from CPC, after deducting the amounts necessary to repay the
funds advanced by them.
RESULTS OF OPERATIONS
Revenues Revenues increased by 140% for the year ended
June 30, 1996 as compared to 1995 from the operation of the
Unicom retirement center and he sale of condominum 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-5
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
- CITY PLANNED COMMUNITIES AND UNICOM
PARTNERSHIP LTD.
YEAR ENDED JUNE 30, 1997 COMPARED TO YEAR ENDED
JUNE 30, 1996
The net income for the year ended June 30, 1997 as
compared to 1996 increased by 100% as a result of an
increase in the net income from the retirement community.
As of June 30, 1997, 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
up to $13,351,210 will be distributed to the partners
equally for the benefit of CPC. After $13,351,210 is
disbursed, remaining cash will be distributed 26.76% to the
aforementioned individuals and the remainder as follows:
1.00% to the general partner of Unicom
49.50% to Newnel Partnership
3.50% to certain individuals who made cash advances
to Unicon on behalf of the Company
46.00% to the Company
100.00%
In addition, CPC assigned 9.00% of any of its cash that
becomes available for distribution to certain individuals
for funds advanced by them to CPC.
See Note 8 to the financial statements regarding a lease
and option agreement entered into by Unicom Partnership Ltd.
II-6
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE
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 any cash that becomes available for distribution
up to $13,351,210 will be distributed to the partners
equally for the benefit of CPC. After $13,351,210 is
disbursed, remaining cash will be distributed 26.76% to the
aforementioned individuals and the remainder as follows:
1.00% to the general partner of Unicom
49.50% to Newnel Partnership
3.50% to certain individuals who made cash advances
Unicon onbehalf of the Company
46.00% to the Company
100.00%
In addition, CPC assigned 9.00% of any of its cash that
becomes available for distribution to certain individuals
for funds advanced by them to CPC.
On July 28, 1995, the mortgage payable in the amount of
$27,638,956 was reinstated and modified. The rate of inerest
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-7
ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
ALL-STATE PROPERTIES L.P.
P O BOX 5524
Fort Lauderdale, FL 33310-5524
Telephone (954) 572-2113 Fax (954) 749-5664
The accompanying balance sheets of All-State Properties L.P.
(a limited partnership) (Note 1A) as of June 30, 1997 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, 1997, conditions exist which
indicate that the partnership is unable to generate
sufficient cash flow to meet its obligations. The financial
statements do not include any adjustments or
reclassifications that might result from the outcome of
these uncertainties. (See Note 12 - Subsequent Events)
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 1990-1997 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, 1997, 1996 AND 1995
UNAUDITED
I N D E X
PAGE
Partnership's Letter II-8
FINANCIAL STATEMENTS:
Balance Sheets 11-10
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-15/24
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
II-9
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP) (NOTE 1A)
BALANCE SHEETS
JUNE 30, 1997 AND 1996
(UNAUDITED)
A S S E T S
JUNE 30
1 9 9 7 1 9 9 6
Cash $ 13,432 $ 1,717
Receivables:
Trade and other $ - $ 1,720
Real estate held for sale and develop-
ment at lower of cost or market value
(Notes 1D, 1E and 4):
Land and land improvements $ 12,000 $ 99,551
Condominium homes completed and
under construction - 117,485
$ 12,000 $ 217,036
Other Assets $ 3,374 $ 2,438
Total Assets $ 28,806 $ 222,911
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
LIABILITIES:
Notes payable (Notes 4 and 8) $ 427,117 $ 452,595
4% convertible subordinated
debentures (Notes 5, 8 and 11) 2,433,265 2,368,181
Partnership distributions payable
(Note 9) 252,496 252,496
Notes payable - related party
(Note 2) 66,760 60,765
Accounts payable and other
liabilities (Note 7) 100,613 275,294
$ 3,280,251 $ 3,409,331
DEFICIENCY IN PARTNERSHIPS:
Undistributed earnings (loss) of
partnerships (Notes 1C, 1D,
2,4 and 11) $ 957,886 $ 875,354
COMMITMENTS AND CONTINGENCIES
(Notes 2 and 11) $ - $ -
PARTNERS' CAPITAL (DEFICIT):
Partners' capital (deficit)
(3,772,419 units authorized,
3,118,065 units outstanding)
Notes 4, 6 and 9) $(3,996,058) $(3,854,095)
Notes receivable-officers/partners
including accrued interest of
$73,416 in 1997 and $67,822 in
1996 (Noted 3) (213,273) (207,679)
$(4,209,331) $(4,061,774)
TOTAL LIABILITIES AND PARTNERS'
CAPITAL (DEFICIT) $ 28,806 $ 222,911
See notes to financial statements.
II-10
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP) (NOTE 1A)
STATEMENTS OF OPERATIONS
YEARS ENDED JUNE 30, 1997, 1996 AND 1995
UNAUDITED
1 9 9 7 1 9 9 6 1 9 9 5
REVENUES (Note 10):
Loss from real
estate partnership
(Note 2) $ (82,532) $ (76,228) $(127,122)
Interest and dividend
income (Note 3) 11,971 11,991 11,969
Other 5,300 14,850 24,427
Sale of land and
condominium units 310,900 72,500 -
$ 245,639 $ 23,113 $ (90,726)
COST AND EXPENSES:
Selling, general and
administrative
expenses(Note 1E) $ 86,370 $ 148,828 $ 101,696
Interest (Notes 1E,4
and 5) 100,838 112,246 102,481
Cost of land and
condominiums sold 200,394 92,126 -
Total $ 387,602 $ 353,200 $ 204,177
NET LOSS $(141,963) $(330,087) $(294,903)
NET INCOME OR (LOSS)
PER PARTNERSHIP UNIT
(Note 1F) $ (0.05) (0.10) (0.09)
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, 1997, 1996 AND 1995
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, 1994 3,118,065 $ 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 3,118,065 $ 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 3,118,065 $ 2 $(3,854,095)
$ (207,679)$ (4,061,774)
Net loss - - (141,963) -
(141,963)
Net increase in notes receivable-
partners - - - (5,594)
(5,594)
BALANCE - June 30, 1997 3,118,065 $ 2 $(3,996,058) $(213,273)
$(4,209,331)
</TABLE>
See notes to financial statements.
II-12
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP) (NOTE 1A)
STATEMENTS OF CASH FLOWS
YEARS ENDED JUNE 30, 1997, 1996 AND 1995
UNAUDITED
YEARS ENDED JUNE 30,
1 9 9 7 1 9 9 6 1 9 9 5
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS
(Note 1H)
Cash Flows from Operating
Activities:
Cash received principally
from rental activities
and sale of condo-
mminiums
$ 310,900 $ 90,269 $ 24,426
Interest and dividends
and other income
received 6,086 4 -
Cash paid for selling,
general and admini-
strative expenses (256,409) (70,109) (72,542)
Interest paid (7,937) - -
Net Cash (Used)
Provided by Opera-
ting Activities $ 52,640 $ 20,164 $(48,116)
Cash Flows from Financing
Activities:
(Payment) Proceeds from
notes payable - net $ (40,925) $ (57,895) $ 86,323
Proceeds (payments) on
note - related party -
net - 24,651 (24,201)
Net Cash Provided (Used)
by Financing Activi-
ties $ (40,925) $ (33,244) $ 62,122
NET INCREASE (DECREASE)
IN CASH AND CASH
EQUIVALENTS $ 11,715 $ (13,080) $ 14,006
CASH AND CASH EQUIVALENTS
AT BEGINNING OF
YEAR 1,717 14,797 791
CASH AND CASH EQUIVALENTS
AT END OF YEAR $ 13,432 $ 1,717 $ 14,797
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, 1997, 1996 AND 1995
UNAUDITED
YEARS ENDED JUNE 30,
1 9 9 7 1 9 9 6 1 9 9 5
Reconciliation of net (loss)
to net cash (used) provided
by operating activities:
Net (Loss) $(141,963) $(330,087) $(294,903)
Adjustments to reconcile net
(loss) to net cash (used)
provided by operating
activities:
Cost of real estate sold $ 205,036 $ 82,997 $ -
Depreciation and
amortization - - 805
Loss from real estate
partnership 82,532 76,228 127,122
Write down of land to net
realizable value (1) - 48,000 -
Changes in assets and liabilities:
Increase in accrued
interest - notes payable 15,447 60,449 -
Increase in accrued interest
- related party notes(net) 5,995 4,714 3,976
(Increase) in notes receiv-
able - partners (5,594) (5,594) (5,595)
Decrease (increase) in trade
and other receivables 1,720 - (84)
Decrease in deferred assets - 2,919 -
Decrease (increase) in other
assets (936) 5,514 -
Increase in 4% convertible
subordinated debenture in-
cluding accrued interest 65,084 65,084 65,084
(Decrease) Increase in
accounts payable and other
liabilities (174,681) 9,940 55,479
Total Adjustments $ 194,603 $ 350,251 $246,787
NET CASH (USED) PROVIDED BY
OPERATING ACTIVITIES $ 52,640 $ 20,164 $(48,116)
SCHEDULE OF NON-CASH INVESTING AND FINANCIAL ACTIVITIES:
(1)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, 1997, 1996, AND 1995
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").
As of June 30, 1997, substantially all the land
and condominiums owned by Wimbledon have been
sold. 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
which is substantially inactive as of June 30,
1997, except for various intercompany loans and
advances.(Note 10), the construction and sale of
residential condominiums through a 99% owned
limited partnership interest in Wimbledon
Development Ltd. As of June 30, 1997,
substantially all the land and condominiums owned
by Wimbledon have been sold (Note 1A) and a 49.5%
II-15
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP) (NOTE 1A)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 1997, 1996, AND 1995
UNAUDITED
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
D.Operations and Income Recognition (Continued)
limited partnership interest in Unicom Partnership
Ltd. (Note 2), which has constructed and operates
an adult apartment rental community.
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 extend 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, 1997 $ - $ -
June 30, 1996 $ 48,000 $ 39,602
June 30, 1995 $ - $ -
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, 1997, 1996 and
1995, total interest incurred of $100,838,
$112,246 and $102,481, respectively were charged
to current operations.
II-16
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP) (NOTE 1A)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 1997, 1996, AND 1995
UNAUDITED
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
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.
G.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 $13,351,210 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 $304,950.
II-17
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP) (NOTE 1A)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 1997, 1996, AND 1995
UNAUDITED
NOTE 2 - EQUITY (DEFICIENCY) IN PARTNERSHIPS AND NOTE
RECEIVABLE (Continued)
As of June 30, 1997 and 1996, the details of the
related party obligations between City Planned
Communities and the Company are as follows:
JUNE 30,
1 9 9 7 1 9 9 6
Note receivable from City
Planned Communities - un-
secured demand loan,
interest at 8.5% per annum
including accrued interest $ 121,210 $ 114,835
Note payable to City Planned
Communities - unsecured
demand loan, interest at
8.5% per annum, including
accrued interest (187,970) (175,600)
NET $ (66,760) $ (60,765)
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
1997 $(957,886) $ -0- $ (957,886)
1997 (100.0%) -0- (100.00%)
1996 $(875,354) $ -0- $ (875,354)
1996 (100.0%) -0- (100.00%)
II-18
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP) (NOTE 1A)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 1997, 1996 AND 1995
UNAUDITED
NOTE 2 - EQUITY (DEFICIENCY) IN PARTNERSHIPS AND NOTES
RECEIVABLE (Continued)
As of June 30, 1997, 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
up to $13,351,210 will be distributed to the
partners equally for the benefit of CPC. After
$13,351,210 is disbursed, remaining cash will be
distributed 26.76% to the aforementioned individuals
and the remainder as follows:
1.00% to general partner of Unicom
49.50% to Newnel Partnership
3.50% to certain individuals who made
cash advances to Unicon on behalf
of the Company
46.00% to the Company
100.00%
In addition, CPC assigned 9.00% of any of its cash
that becomes available for distribution to certain
individuals for funds advanced by them to CPC.
The Company also assigned 10.23% of its share of
distributions from CPC to individuals in
consideration of funds advanced by them to the
Company.
NOTE 3 - NOTES RECEIVABLE - PARTNERS
The former treasurer and the general partner of the
Company, who were officers of the predecessor
corporation, originated on April 19, 1984 the notes
receivable when they exercised their options to
acquire 130,000 shares of common stock, which were
subsequently exchanged for limited partnership
units. The Company received cash and notes
receivable from the transaction. The balances of
notes receivable consists of the following as of
June 30, 1997.
PRINCIPAL
INCLUDING
ACCRUED
INTEREST MATURITY DATE INTEREST
$ 213,73 July, 2000 4% per
Annum
II-19
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP) (NOTE 1A)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 1997, 1996 AND 1995
UNAUDITED
NOTE 3 - NOTES RECEIVABLE - PARTNERS (Continued)
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.
The notes are non-recourse.
II-20
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP) (NOTE 1A)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 1997, 1996 AND 1995
UNAUDITED
1 9 9 7 1 9 9 6
NOTE 4 - NOTES PAYABLE
Notes payable at June 30
consist of the following:
Notes payable - individual
(including accrued interest
of $35,397 and $36,512, re-
spectively) due December 31,
2000. Interest at 10% per
annum, secured by land and
condominiums. The Company as-
signed a 1% participation in
profits and cash flow from
Unicom or City Planned Com-
munities in order to obtain
this loan. (Notes 2 and 10). $ 37,770 $ 129,810
Note payable - individuals (in-
cluding accrued interest of
$86,609 and $71,902 respec-
tively) 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). 353,609 288,903
Note payable - (including ac-
crued interest of $12,538 and
$10,682, respectively, due De-
cember 31, 1997 with interest
calculated at 8% per annum from
October 1, 1990. 35,738 33,882
$427,117 $452,595
Amortization of principal and accrued interest until
maturity will be as follows as of June 30, 1997:
June 30, 1998 $ 389,347
June 30, 2001 37,770
$ 427,117
II-21
ALL STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP) (NOTE 1A)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 1997, 1996 AND 1995
UNAUDITED
NOTE 5 - 4% CONVERTIBLE SUBORDINATED DEBENTURES
The 4% convertible subordinated debentures at June
30, consist of the following:
1 9 9 7 1 9 9 6 1 9 9 5
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) 806,153 741,069 675,985
$ 2,433,265 $ 2,368,181 $2,303,097
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, 1997,
1996 and 1995 aggregated ($680,000) ($575,000) and
($295,000), respectively, which approximates income
(losses) of ($0.22), ($0.18) and income of $0.09 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 7 1 9 9 6 1 9 9 5
Taxes, primarily real
estate $ 605 $ 23,975 $ 28,021
Professional fees 77,012 94,954 112,312
Other 22,996 156,365 125,021
$ 100,613 $275,294 $ 265,354
II-22
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP) (NOTE 1A)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 1997, 1996 AND 1995
UNAUDITED
NOTE 8 - ACCRUED INTEREST
Accrued interest consists of the
following:
1 9 9 7 1 9 9 6
Interest payable included in
notes payable (Note 4) $134,544 $119,096
Interest included in 4% con-
vertible subordinated deben-
tures (Notes 5 and and 10) 806,153 741,069
$940,697 $860,165
NOTE 9 - PARTNERS' CAPITAL (DEFICIT)
As of September 30, 1997, there are 1,563
shareholders holding 290,836 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, 1997, 1996 and 1995.
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 was modified as of
August 1, 1997 converting all unpaid interest to
principal and all principal will accrue interest at
10% per annum. This new note and accrued interest is
due December 31, 2002.
II-23
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP) (NOTE 1A)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 1997, 1996 AND 1995
UNAUDITED
NOTE 11 - BUSINESS UNCERTAINTIES
The Company has $2,433,265 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 current
availability of cash flow from City Planned
Communities is not deemed sufficient in order for
the Company to meet its currently maturing
obligations and its working capital requirement.
The Company also has a 49.5% limited partnership
interest with an approximate 46% interest in the
cash flow profits of Unicom, A Limited Partnership
(Notes 1D and 2). However, the investment in Unicom
has not generated cash flows to the Company to date.
NOTE 12 - SUBSEQUENT EVENTS
In August 1997, subject to HUD approval, Unicom
entered into a contract whereby the intended
purchaser will lease the property for a three-year
period at which time the purchaser can purchase the
property or cancel the option and forfeit their
deposit. In addition, Unicom has agreed to sell
approximately 4.2 acres of land to a new joint
venture consisting of the intended purchaser and
partners of Unicom.
II-24
CITY PLANNED COMMUNITIES
5500 NORTHWEST 69TH AVENUE * LAUDERHILL, FLORIDA * 33319
(954) 572-2112 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, 1997
and 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.
On June 25, 1997, Unicom signed a Letter of Intent with
CareMatrix Corporation to enter into a lease and an option to
purchase agreement. (See Note 8 to Combined Financial
Statements).
The financial statements of Unicom have been audited. No
auditing procedures have been per formed 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 1990-1997 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-25
CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND UNICOM PARTNERSHIP LTD. (A LIMITED PARTNERSHIP
COMBINED COMPILED FINANCIAL STATEMENTS
JUNE 30, 1997
UNAUDITED
C O N T E N T S
PAGE
Partnership's Letter II-25
Combined Financial Statements:
Balance Sheets II-27
Statements of Operations II-28
Statements of Partners' Capital (Deficit) II-29
Statements of Cash Flows II-30/31
Notes to Financial Statements II-32/36
Supplemental Information:
Explanation of elimination's to combing financial
statements II-37
Combining Balance Sheets II-38/41
Combining Statements of Operations II-42/44
Combining Statements of Partners' Capital
(Deficit) II-45
Combining Statements of Cash Flows II-46/53
Selected Financial Data II-2/3
II-26
CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND UNICOM PARTNERSHIP LTD. (A LIMITED PARTNERSHIP)
COMBINED BALANCE SHEETS
JUNE 30, 1997 AND 1996
UNAUDITED
A S S E T S
1 9 9 7 1 9 9 6
Property and equipment, at cost
(Notes 1B and 5):
Building, including land of
$966,170 $33,389,465 $33,306,025
Furniture and equipment 1,183,708 1,159,582
China, glassware, silverware and
utensils 41,713 41,713
$34,614,886 $34,507,320
Less accumulated depreciation
and amortization (6,888,424) (5,942,918)
$27,726,462 $28,564,402
Cash 905,163 1,064,575
Cash - restricted for tenants'
security deposits 694,909 592,798
Real estate for sale - at cost
(Note 5) - land 9,666 9,666
Deferred management fees -
related party (Notes 1A and 4) 631,543 631,543
Funds held in escrow 543,430 520,666
Prepaid expenses 174,447 184,981
Other assets 320,447 298,282
TOTAL ASSETS $31,006,067 $31,866,913
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
LIABILITIES:
Mortgage loan payable, including
$183,312 and $183,312 of accrued
interest, respectively (Note 5) $27,496,637 $27,680,139
Notes payable - others 72,753 695,780
Notes payable - non-interest
bearing - 208,555
Notes payable - related parties,
including $1,295,115 and
$1,218,819 of accrued interest,
respectively (Note 2) 3,756,454 4,758,247
Accounts payable and accrued
expenses (Note 3) 474,223 609,540
Tenant security deposits 624,885 577,250
Deferred interest (Note 5) 2,397,258 2,453,679
$34,822,210 $
36,983,190
COMMITMENTS AND CONTINGENCIES
(Notes 4, 6, 7 and 8) - -
PARTNERS' CAPITAL (DEFICIT)
(Note 4) (3,816,143) (5,116,277)
TOTAL LIABILITIES AND PARTNERS'
CAPITAL (DEFICIT) $31,006,067 $31,866,913
Notes to combined financial statements.
II-27
CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND UNICOM PARTNERSHIP LTD. (A LIMITED PARTNERSHIP)
COMBINED STATEMENTS OF OPERATIONS
YEARS ENDED JUNE 30, 1997, 1996, AND 1995
UNAUDITED
1 9 9 7 1 9 9 6 1 9 9 5
REVENUES:
Sale of land $ - $ 54,166 $ -
Rental income 10,449,562 10,132,016 9,874,474
Interest and other
income 90,035 74,341 75,179
$10,539,597 $10,260,523 $9,949,653
EXPENSES:
Cost of land sold $ - $ 8,128 $ -
Dietary and resident
services 3,156,811 3,049,995 2,950,311
General and adminis-
trative (Note 4A) 1,049,693 1,069,538 1,271,180
Marketing and adverti-
sing 256,120 239,951 216,810
Maintenance and utili-
ties 1,390,463 1,3555,630 1,430,717
Taxes and insurance 792,746 820,846 757,632
$ 6,645,833 $ 6,544,088 $6,626,650
NET INCOME BEFORE DEPRE-
CIATION, AMORTIZATION
AND INTEREST: $ 3,893,764 $ 3,716,435 $3,323,003
OTHER EXPENSES:
Interest (Note 1C) $ 2,490,833 $ 2,576,181 $2,991,650
Depreciation and
amortization 951,936 915,479 920,904
$ 3,442,769 $ 3,491,660 $3,912,554
NET INCOME (LOSS) $ 450,995 $ 224,775 $(589,551)
See notes to combined financial statements.
II-28
CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND UNICOM PARTNERSHIP LTD. (A LIMITED PARTNERSHIP)
COMBINED STATEMENTS OF PARTNERS' CAPITAL (DEFICIT)
YEARS ENDED JUNE 30, 1997, 1996 AND 1996
UNAUDITED
1 9 9 7 1 9 9 6 1 9 9 5
PARTNERS' CAPITAL
(DEFICIT)- Beginning $(5,116,277) $(5,341,052) $
(4,751,501)
Distributions
(Note 4) (1,219,000) - (13,352,210)
Contributions
(Note 4) 2,068,139 - 13,352,210
Net income (loss) 450,995 224,775 (589,551)
PARTNERS' CAPITAL
(DEFICIT) - Ending $(3,816,143) $(5,116,277) $
(5,341,052)
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
YEARS ENDED JUNE 30, 1997, 1996 AND 1995
UNAUDITED
1 9 9 7 1 9 9 6 1 9 9 5
INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS
Cash Flows from Operating
Activities:
Cash from customers/
tenants $10,421,519 $10,032,700 $9,941,179
Interest received 53,341 74,341 64,828
Cash paid - interest (2,223,519) (3,422,967
)(3,592,924)
Cash paid - suppliers,
employees and admini-
strative expenses (6,780,951) (6,780,382) (6,628,886)
Net Cash Provided
(Used) by Operat
ing Activities $1,470,390 $ (96,308) $(215,803)
Cash Flows from Investing
Activities:
Capital expenditures -
net $ (107,567) $ (226,241) $(180,278)
Escrow funding (22,764) (288,762) (44,983)
Tenant security de-
posits (54,476) 10,444 (5,521)
Other - (39,392) -
Partners' distribu-
tions (1,219,000) - -
Net Cash Used by
Investing Activi-
ties $(1,403,807) $ (543,951) $(230,782)
Cash Flows from Financ-
ing Ativities:
Cash received -
related party $ 2,416 $ 1,028,568 $ 42,153
Cash received (paid)
notes (227,513) 245,890 121,027
Other (898) (215,394) 15,771
Net Cash Provided
(Used) by Financ-
ing Activities $ (225,995) $ 1,059,064 $ 178,951
NET INCREASE (DECREASE)
IN CASH AND CASH
EQUIVALENTS $ (159,412) $ 418,805 $(267,634)
CASH AND CASH EQUIV-
ALENTS-BEGINNING OF
YEAR 1,064,575 645,770 913,404
CASH AND CASH EQUIVA-
LENTS-END OF YEAR $ 905,163 $ 1,064,575 $ 645,770
See notes to combined financial statements.
II-30
CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND UNICOM PARTNERSHIP LTD. (A LIMITED PARTNERSHIP)
COMBINED STATEMENTS OF CASH FLOWS (CONTINUED)
YEARS ENDED JUNE 30, 1997, 1996 AND 1995
UNAUDITED
1 9 9 7 1 9 9 6 1 9 9 5
Reconciliation of net
profit (loss) to net
cash provided (used)
by operating activities:
Net income (loss) $ 450,995 $ 224,775 $(589,551)
Adjustments to reconcile
net profit (loss) to net
cash provided (used) by
operating activities:
Depreciation and
amortization $ 951,936 $ 915,479 $ 920,904
Increase in accrued
interest payable 129,783 (849,648) (601,275)
Decrease in real
estate held for sale - 4,833 -
(Increase) decrease in
prepaid expense 11,415 (48,989) 26,299
Decrease (increase) in
other assets and ac-
counts receivable (69,868) 4,889 9,713
(Decrease) increase in
accounts payable and
accrued expenses (3,871) (347,647) (45,181)
Increase in other
liabilities - - 63,288
Total Adjustments $ 1,019,395$ (321,083)$
373,748
NET CASH PROVIDED
(USED) BY OPERATING
ACTIVITIES $1,470,390 $ (96,308) $(215,803)
SCHEDULE OF NON-CASH
INVESTING AND FINANC-
ING 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)
(B) (See Page II-47).
See combined notes to financial statements.
II-31
CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND UNICOM PARTNERSHIP LTD. (A LIMITED PARTNERSHIP)
NOTES TO COMBINED FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 1997, 1996 AND 1995
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 was
engaged in the business of land sales in
Broward County, Florida (the Partnership is
relatively inactive). The two fifty percent
partners of CPC are All-State Properties
L.P. (a limited partnership) and NLI
Partners, Ltd. (a limited partnership).
2. 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 the related ownership and
control of the two entities and in
accordance with prescribed accounting
standards (Note 1D), the gross profit of
approximately $3,158,000 from this sale,
computed as follows, has been deferred:
Selling price $4,000,000
Cost of land and land
development (822,000)
Closing costs (20,000)
$ 3,158,000
II-32
CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND UNICOM PARTNERSHIP LTD. (A LIMITED PARTNERSHIP)
NOTES TO COMBINED FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 1997, 1996 AND 1995
UNAUDITED
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
A Organization, Operations and Principles of
Combination (Continued)
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.
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
II-33
CITY PLANNED COMMUNITIES(A PARTNERSHIP)
AND UNICOM PARTNERSHIP, LTD. (A LIMITED PARTNERSHIP)
NOTES TO COMBINED FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 1997, 1996 AND 1995
UNAUDITED
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
C. Interest (Continued)
intended use. Thereafter, such expenses are
period costs. During the years ended June 30,
1997, 1996 and 1995, total interest incurred was
$2,490,833, $2,576,181 and $2,991,650,respectively
was charged to operations.
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.
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 7 1 9 9 6
Total principal $2,461,339 $3,539,428
Accrued interest 1,295,115 1,218,819
$3,756,454 $4,758,247
NOTE 3 - ACCOUNTS PAYABLE AND ACCRUED
EXPENSES
Accounts payable and accrued
expenses at June 30, 1997 and
1996 consist of the following:
1 9 9 7 1 9 9 6
Accounts payable $ 279,379 $ 438,104
Real estate taxes 194,844 188,822
$ 474,223 $ 626,926
NOTE 4 - TRANSACTIONS WITH RELATED PARTIES
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-
II-34
CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND UNICOM PARTNERSHIP, LTD. (A LIMITED PARTNERSHIP)
NOTES TO COMBINED FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 1997, 1996 AND 1995
UNAUDITED
NOTE 4 - TRANSACTIONS WITH RELATED PARTIES (Continued)
day operations of the AARC. In the prior year
Unicom assigned a 5% interest of all available
cash flows to the individual for services
rendered.
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 interest was reduced by $56,421 as a
result of the deferred interest amortization.
Principal payments for the next five years ending
June 30, are as follows:
1998 $ 198,733
1999 215,228
2000 233,091
2001 252,438
2002 273,390
As of June 30, 1997 and 1996 the outstanding
indebtedness consisted of:
1 9 9 7 1 9 9 6
Principal $27,313,325 $27,496,827
Interest 183,312 183,312
$27,496,637 $27,680,139
NOTE 6 - COMMITMENTS AND CONTINGENCIES
A.Management Contract (See Note 4)
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. The contract expires on December 31,
2002.
II-35
CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND UNICOM PARTNERSHIP, LTD. (A LIMITED PARTNERSHIP)
NOTES TO COMBINED FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 1997, 1996 AND 1995
UNAUDITED
NOTE 6 - COMMITMENTS AND CONTINGENCIES (Continued)
B.Distributions
As of June 30, 1997, 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 up to $13,351,210 will be
distributed to the partners equally for the
benefit of CPC. After $13,351,210 is disbursed,
remaining cash will be distributed 26.76% to the
aforementioned individuals and the remainder as
follows:
1.00% to the general partner of Unicom
49.50% to the Newnel Partners in Unicom
3.50% to certain individuals who made cash
advances on behalf of All-State
46.00% to All-State Properties L.P.
100.00%
In addition, CPC assigned 9.00% of any of its cash
that becomes available for distribution to certain
individuals for funds advanced by them to CPC.
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.
NOTE 8 - SUBSEQUENT EVENTS
In August 1997, subject to HUD approval, the
Partnership entered into a contract whereby the
intended purchaser will lease the property for a
three-year period at which time the purchaser can
purchase the property or cancel the option and
forfeit their deposit. In addition, the Partnership
has agreed to sell approximately 4.2 acres of land
to a new joint venture consisting of the intended
purchaser and the Partnership.
II-36
CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND UNICOM PARTNERSHIP LTD. (A LIMITED PARTNERSHIP)
EXPLANATION OF ELIMINATION'S TO COMBINING FINANCIAL
STATEMENTS
JUNE 30, 1997 AND 1996
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, 1997
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 $ - $36,547,183 $(3,157,718)(a)$33,389,465
Furniture and
equipment - 1,183,708 - 1,183,708
China, glassware,
silverware and
utensils - 41,713 - 41,713
$ - $37,772,604 $(3,157,718) $ 34,614,886
Less accumulated
depreciation and
amortization - (6,888,424) - (6,888,424)
$ - $30,884,180 $(3,157,718) $ 27,726,462
Cash 456 904,707 - 905,163
Cash - restricted
for tenants'
security deposits - 694,909 - 694,909
Real estate for sale
- at cost - land 9,666 - - 9,666
Deferred management
fees - related
party 631,543 - - 631,543
Funds held in
escrow - 543,430 - 543,430
Prepaid expenses - 174,447 -
174,447
Other assets 6,886 313,561 - 320,447
TOTAL ASSETS $ 648,551 $33,515,234 $(3,157,718) $ 31,006,067
</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, 1997
UNAUDITED
<TABLE>
<CAPTION>
CITY UNICOM COMBINED
PLANNED PARTNERSHIP BALANCE
COMMUNITIES LTD. ELIMINATIONS SHEET
<C> <C> <C> <C>
<S>
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
LIABILITIES:
Mortgage loan
payable $ - $27,496,637 $ - $27,496,637
Notes payable -
others - 72,753 - 72,753
Notes payable -
related parties 3,756,454 - - 3,756,454
Accounts payable
and accrued
expenses 52,951 421,272 - 474,223
Tenant security
deposits - 624,885 - 624,885
Deferred profit 3,157,718 - (3,157,718)(a) -
Deferred interest - 2,397,258 - 2,397,258
$6,967,123 $31,012,805 $(3,157,718) $34,822,210
COMMITMENTS AND
CONTINGENCIES - - - -
PARTNERS' CAPITAL
(DEFICIT) (6,318,572) 2,502,429 - (3,816,143)
TOTAL LIABILITIES
AND PARTNERS'
CAPITAL (DEFICIT) $ 648,551 $ 33,515,234$ (3,157,718) $
31,006,067
</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, 1996
UNAUDITED
<TABLE>
<CAPTION>
CITY UNICOM COMBINED
PLANNED PARTNERSHIP BALANCE
COMMUNITIES LTD. ELIMINATIONS SHEET
<C> <C> <C> <C>
<S>
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 accumulated
depreciation 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 se-
curity deposits - 592,798 -
592,798
Real estate for
sale - at cost -
land 9,666 - - 9,666
Deferred management
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-40
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
<C> <C> <C> <C>
<S>
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
expenses 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-41
CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND UNICOM PARTNERSHIP LTD. (A LIMITED PARTNERSHIP)
COMBINING STATEMENTS OF OPERATIONS
JUNE 30, 1997
UNAUDITED
<TABLE>
<CAPTION>
CITY UNICOM COMBINED
PLANNED PARTNERSHIP STATEMENT OF
COMMUNITIES LTD. ELIMINATIONS OPERATIONS
<C> <C> <C> <C>
<S>
REVENUES:
Rental income $ - $10,449,562 $ - $ 10,449,562
Interest and
other income 36,694 53,341 - 90,035
$ 36,694 $10,502,903 $ - $ 10,539,597
EXPENSES:
Dietary and resi-
dent services $ - $ 3,156,811 $ - $ 3,156,811
General and admini-
strative 3,699 1,045,994 - 1,049,693
Marketing and adver-
tising - 256,120 - 256,120
Maintenance and
utilities - 1,390,463 - 1,390,463
Taxes and in-
surance 549 792,197 - 792,746
$ 4,248 $ 6,641,585 $ - $ 6,645,833
NET INCOME BEFORE
DEPRECIATION,
AMORTIZATION AND
INTEREST $ 32,446 $ 3,861,318 $ - $ 3,893,764
OTHER EXPENSES:
Interest $ 197,509 $ 2,293,324 $ - $ 2,490,833
Depreciation and
amortization - 951,936 - 951,936
$ 197,509 $ 3,245,260 $ - $ 3,442,769
NET INCOME (LOSS) $(165,063) $ 616,058 $ - $ 450,995
</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
JUNE 30, 1996
UNAUDITED
<TABLE>
<CAPTION>
CITY UNICOM COMBINED
PLANNED PARTNERSHIP STATEMENT OF
COMMUNITIES LTD. ELIMINATIONS OPERATIONS
<C> <C> <C> <C>
<S>
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 adver-
tising - 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,
AMORTIZATION 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 LOSS $(152,456) $ 377,231 $ - $ 224,775
</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
JUNE 30, 1995
UNAUDITED
<TABLE>
<CAPTION>
CITY UNICOM COMBINED
PLANNED PARTNERSHIP STATEMENT OF
COMMUNITIES LTD. ELIMINATIONS OPERATIONS
<C> <C> <C> <C>
<S>
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 re-
sident ser-
vices $ - $2,950,311 $ - $ 2,950,311
General and
administra-
tive 65,725 1,205,455 - 1,271,180
Marketing and ad-
vertising - 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) BE-
FORE DEPRECIATION,
AMORTIZATION 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-44
CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND UNICOM PARTNERSHIP LTD. (A LIMITED PARTNERSHIP)
COMBINING STATEMENTS OF PARTNERS' CAPITAL (DEFICIT)
YEARS ENDED JUNE 30, 1997, 1996 AND 1995
UNAUDITED
<TABLE>
<CAPTION>
COMBINED
STATEMENT
CITY UNICOM OF PARTNERS'
PLANNED PARTNERSHIP CAPITAL
COMMUNITIES LTD. ELIMINATIONS (DEFICIT)
<C> <C> <C> <C>
<S>
PARTNERS'
CAPITAL
(DEFICIT) -
June 30,
1994 $(1,374,010) $(12,326,902) $8,949,411 $(4,751,501)
Distributions (4,402,799) - (8,949,411)
(13,352,210)
Contributions - 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)
Net Income
(loss) -
1997 (165,063) 616,058 - 450,995
Distributions - (1,219,000) -
(1,219,000)
Contributions 30,000 2,038,139 -
2,068,139
PARTNERS'
CAPITAL
(DEFICIT) -
June 30,
1997 $(6,318,572) $ 2,502,429 $ - $(3,816,143)
</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, 1997
UNAUDITED
<TABLE>
<CAPTION>
CITY UNICOM COMBINED
PLANNED PARTNERSHIP ELIMI- STATEMENT OF
COMMUNITIES LTD. NATIONS CASH FLOWS
<S> <C> <C> <C> <C>
INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS
Cash Flows from Operating
Activities:
Cash from customers/
tenants/sales $ - $10,421,519 $ - $10,421,519
Interest received - 53,341 - 53,341
Cash paid - interest - (2,223,519) - (2
,223,519)
Cash paid - suppliers,
employees and admini-
strative expenses (2,393) (6,778,558) - (6,780,951)
Net Cash (Used)
Provided by Oper-
ating Activities $ (2,393) $ 1,472,783 $ - $ 1,470,390
Cash Flows from Invest-
ing Activities:
Capital expenditures-
net $ - $ (107,567) $ - $ (107,567)
Escrow funding - (22,764) - (22,764)
Tenant security
deposit - net - (54,476) - (54,476)
Partner distribution - (1,219,000)
- - (1,219,000)
Net Cash Used by
Investing Activi-
ties $ - $(1,403,807) $ - $ (1,403,807)
Cash Flows from Financ-
ing Activities:
Cash received (paid)
- related party $ 2,416 $ - $ - $ 2,416
Cash (paid) received
- notes and mort-
gages - (227,513) - (227,513)
Other - (898) - (898)
Net Cash Provided
(Used) by Financ-
ing Activities $ 2,416 $ (228,411) $ - $ (225,995)
NET INCREASE (DECREASE)
IN CASH AND CASH
EQUIVALENTS $ 23 $ (159,435) $ - $ (159,412)
CASH AND CASH EQUIVA-
LENTS BEDGINNING OF
YEAR 433 1,064,142 - $ 1,064,575
CASH AND CASH EQUIVA-
LENTS END OF YEAR $ 456 $ 904,707 $ - $ 905,163
</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, 1997
<TABLE> UNAUDITED
<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 acti-
vities:
Net income
(loss) $ (165,063) $ 616,058 $ - $ 450,995
Adjustments to
reconcile net
profits (loss)
to cash provided
(used) by opera-
ting activities:
Depreciation and
amortization $ - $ 951,936 $ - $ 951,936
Increase (de-
crease) in in-
terest payable 185,138 (55,355) -
129,783
Decrease in real
estate held
for sale - - - -
(Increase) in
prepaid expenses - 11,415 - 11,415
(Increase) De-
crease in other
assets and ac-
counts receiv-
able - (69,868) - (69,868)
Decrease in ac-
counts payable
and accrued
expenses (22,468) 18,597 - (3,871)
Total Adjust-
ments $ 162,670 $ 856,725 $ - $ 1,019,395
NET CASH PROVIDED
(USED) BY OPERA-
TING ACTIVITIES $ (2,393) $ 1,472,783 $ - $ 1,470,390
</TABLE>
See notes to combined financial statements.
II-47
CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND UNICOM PARTNERSHIP LTD. (A PARTNERSHIP)
COMBINING STATEMENTS OF CASH FLOWS (CONTINUED)
YEAR ENDED JUNE 30, 1997
UNAUDITED
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING AND INVESTING
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.
(B) In December of 1996, $30,000 of notes due to partners of
City Planned Communities were contributed to the capital
of the Company.
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
YEAR ENDED JUNE 30, 1996
<TABLE> UNAUDITED
<CAPTION>
CITY UNICOM COMBINED
PLANNED PARTNERSHIP STATEMENT OF
COMMUNITIES LTD. ELIMINATONS CASH FLOWS
<S> <C> <C> <C> <C>
INCREASE (DECREASE)
IN CASH AND CASH
EQUIVALENTS
Cash Flows from
Operating Activi-
ties:
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 - supliers,
employees and admini-
strative expenses (47,889) (6,732,493) - (6,780,382)
Net Cash (Used)
Provided by Opera-
ting Activities $ 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 Acti-
vities $ - $ (543,951) $ - $ (543,951)
Cash Flows from Fi-
nancing Activities:
Cash received
(paid) - related
party $ (18,557) $ 1,047,125 $ - $ 1,028,568
Cash (paid) re-
ceived - 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
See notes to combined financial statements.
II-49
CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND UNICOM PARTNERSHIP LTD. (A PARTNERSHIP)
COMBINING STATEMENTS OF CASH FLOWS (CONTINUED)
YEAR ENDED JUNE 30, 1996
UNAUDITED
</TABLE>
<TABLE>
<CAPTION>
CITY UNICOM COMBINED
PLANNED PARTNERSHIP
STATEMENT OF
COMMUNITIES LTD. ELIMINATONS CASH FLOWS
<S> <C> <C> <C> <C>
NET INCREASE (DECREASE)
IN CASH AND CASH
EQUIVALENTS $ (1,173) $ 419,978 $ - $ 418,805
CASH AND CASH EQUIVA-
LENTS BEGINNING OF
YEAR 1,606 644,164 - 645,770
CASH AND CASH EQUIVA-
LENTS END OF YEAR $ 433 $ 1,064,142 $ - $ 1,064,575
</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, 1996
<TABLE> UNAUDITED
<CAPTION>
CITY UNICOM COMBINED
PLANNED PARTNERSHIP STATEMENT OF
COMMUNITIES LTD. ELIMINATONS 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 recon-
cile net loss to net
cash provided (used)
by operating activi-
ties:
Depreciation and
amortization $ - $ 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) Increase
in accounts payable
and accured 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-51
CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND UNICOM PARTNERSHIP LTD. (A LIMITED PARTNERSHIP)
COMBINING STATEMENTS OF CASH FLOWS
YEAR ENDED JUNE 30, 1995
<TABLE> UNAUDITED
<CAPTION>
CITY UNICOM COMBINED
PLANNED PARTNERSHIP STATEMENT OF
COMMUNITIES LTD. ELIMINATIONS CASH FLOWS
<S> <C> <C> <C> <C>
INCREASE (DECREASE) IN
CASH AND CASH EQUIVA-
LENTS
Cash Flows from Operat-
ing Activities:
Cash from customers/
tenants/sales $ - $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 admini-
strative expenses (44,527) (6,584,359) - (6,628,886)
Net Cash Used by
Operating Activi-
ties $ (44,527) $(171,276) $ - $(215,803)
Cash Flows from In-
vesting Activities:
Capital expendi-
tures - net $ - $(180,278) $ - $(180,278)
Escrow funding - (44,983) - (44,983)
Tenant security
deposits - net - (5,521) - (5,521)
Net Cash Used by
Investing Activi-
ties $ - $(230,782) $ - $(230,782)
Cash Flows from Financ-
ing 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 EQUIVA-
LENTS BEGINNING OF
YEAR 5,080 908,324 - 913,404
CASH AND CASH EQUIVA-
LENTS END OF YEAR $ 1,606 $ 644,164 $ - $ 645,770
</TABLE>
See notes to combined financial statements.
II-52
CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND UNICOM PARTNERSHIP LTD. (A LIMITED PARTNERSHIP)
COMBINING STATEMENTS OF CASH FLOWS (CONTINUED)
YEAR ENDED JUNE 30, 1995
<TABLE> UNAUDITED
<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 activi-
ties:
Depreciation and
amortization $ - $ 920,904 $ - $ 920,904
Increase (De-
crease) in
interest pay-
able 197,509 (798,784) - (601,275)
Decrease in pre-
paid expenses - 26,299 - 26,299
(Increase) De-
crease in other
assets and ac-
counts receiv-
able (10,351) 20,064 - 9,713
(Decrease) In-
crease in ac-
counts payable
and accrued
expenses 22,559 (67,740) - (45,181)
Increase in other
liabilities - 63,288 - 63,288
Total Adjust-
ments $ 209,717 $ 164,031 $ - $ 373,748
NET CASH USED BY
OPERATING ACTIVI-
TIES $ (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-53
ITEM 8. SUPPLEMENTARY DATA
(a) Selected quarterly financial disclosure date.
Not required.
(b) Information on the effects of changing prices.
Not applicable.
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
II-54
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 68 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, 1997.
NAME OF INDIVIDUAL OR REGISTRANT'S SHARE
NUMBER OF PERSONS CAPACITIES OF CASH
IN GROUP IN WHICH SERVED COMPENSATION
Stanley R. Rosenthal General Partner $ -0-
All officers as a group (1 person) $ -0-
Effective August 1, 1995 with HUD approval, 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 $75,000 per year.
III-1
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth as of June 30, 1997
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 10.96%
" J.W. Sopher
425 E. 61 Street
New York, N.Y 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, 1997, 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 up
to $13,351,210 will be distributed to the partners equally for
the benefit of CPC. After $13,351,210 is disbursed, remaining
cash will be distributed 26.76% to the aforementioned
individuals and the remainder as follows:
1.00% to the general partner of Unicom
49.50% to Newnel Partnership
3.50% to certain individuals who made cash advances on
behalf of the Company
46.00% to the Company
100.00%
In addition, CPC assigned 9.00% of any of its cash
that becomes available for distribution to certain individuals
for funds advanced by them to CPC.
Certain individuals advanced funds to the Company. In
consideration of those advances, the Company assigned to those
individuals 10.23% of distributions received by it from CPC,
after deducting the amounts necessary to repay the funds
advanced by them.
III-3
PART IV
ITEM 14. EXHIBITS FINANCIAL STATEMENT SCHEDULE AND REPORTS ON
FORM 8-K
PAGE
(a) 1. Financial Statements included in Part II
of this report:
FINANCIAL STATEMENTS:
Registrant:
Balance Sheets as of June 30, 1997 and 1996 II-10
Statements of Operations for the years ended
June 30, 1997, 1996 and 1995 II-11
Statements of Changes in Partners' Capital
(Deficit) for the years ended June 30, 1997,
1996 and 1995 II-12
Statements of Cash Flows for the years ended
June 30, 1997, 1996 and 1995 II-13/14
Notes to Financial Statements for the years
ended June 30, 1997, 1996 and 1995 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, 1997, 1996 and 1995 II-26/53
2. Financial Statement Schedules
Included in Part IV of this report:
Schedule X - Supplementary Income
Statement Information
at June 30, 1997, 1996
and 1995 (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 ICORPORATION
(C) EXHIBITS BY REFERENCE
(3) Limited PartnershipInorpora
ted 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 Partner- to Form 10-K for the
ship Agreement dated year ended June 30, 1987
September 23, 1986
d. Loan Agreement Incorporated by reference
between Unicom Partner- to Form 10-K for the year
ship Ltd. and Puller ended June 30, 1987
Mortgage Associates,
Inc. dated 4/23/87 -
$27,749,100
e. Management Contract Incorporated by reference
between Unicom Partner- to Form 10-K for the year
ship Ltd. and Basic ended June 30, 1987
American Medical Inc.
dated Sept. 29, 1986
IV-2
f. Contract of Sale Incorporated by reference
between CPC and to Form 8-K dated
Centex Real Estate July 7,1989
Corporation dated
May 2, 1989
g. Management Contract Incorporated by reference
between 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 Incorporated by reference
between CPC and MFM Group to Form 10-K for the year
dated March 28, 1990 ended June 30, 1990
i. Settlement Agreement Incorporated by reference
between Unicom and MFM to Form 10-K for the year
Group dated March 28, 1990 ended June 30,1990.
j. Amendment to Management Incorporated by reference
Contract between Unicom and on Form 10-K for the year
Senior Lifestyle Corporation ended June 30, 1992
dated as of Jan. 1, 1992
k. Management Agreement Incorporated by reference
between Unicom and Stanley on Form 10-K for the year
R. Rosenthal, Managing ended June 30,1995
Partner of Owner dated
August 1, 1995
l. Employment Agreement Incorporated by reference
between Unicom and Stanley on Form 10-K for the year
R. Rosenthal, effective ended June 30,1995
August 1, 1995
m. Lease and option to pur-
chase agreements between Incorporated by reference
between Unicom and Care- to Form 8-K dated October
Matrix Corporation effective 10, 1997
as of July 1, 1997
(11) Exhibits indicating computa- IV-6
tion of earnings per unit for
the years ended June 30, 1997,
1996 and 1995.
IV-3
(22) Subsidiaries of the Registrant:
State of
Incorporation
Name or Organization Ownership
Wimbledon Develop- Florida 99%
ment Ltd.
(d) NONE
Signature Page IV-7
IV-4
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP) (NOTE 1A)
SCHEDULES - SUPPLEMENTAL INCOME STATEMENT INFORMATION
CHARGED TO COST AND EXPENSES
JUNE 30, 1997, 1996 AND 1995
UNAUDITED
1 9 9 7 1 9 9 6 1 9 9 5
Maintenance and repairs $ 9,570 $ 8,406 $ 4,448
Depreciation and amortiza-
tion of intangible assets - - 805
Taxes, other than payroll
and income taxes 1,192 11,522 12,317
Advertising cost - - -
$ 10,762 $ 19,928 $ 17,570
IV-5
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP) (NOTE 1A)
EXHIBITS INDICATING THE COMPUTATION OF EARNINGS PER UNIT
YEARS ENDED JUNE 30, 1997, 1996 AND 1995
1 9 9 7 1 9 9 6 1 9 9 5
Computation of pri-
mary earnings per
unit:
Units issued 3,118,303 3,118,303 3,118,303
Add: Unit equivalent
(incremental units):
Debentures conv-
ertible at $1.00 - - -
Debentures con-
vertible 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 $(141,963) $ (330,087) $ (294,903)
Computation of Fully
diluted loss per
unit Before Extra-
ordinary Items $ (0.05) $ (0.10)(B)$ (0.09)(B)
Net Loss After
Extraordinary
Items $(141,963) $ (330,087) $ (294,903)
Computation of Fully
diluted loss per unit
after Extraordinary
Items $ (0.05)(B)$ (0.10)(B) $ (0.09)(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 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. ROSENTAL
General Partner
Date: October 20, 1997
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 20, 1977
STANLEY R. ROSENTHAL (Chief Executive Officer) DATE
IV-7
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<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-END> JUN-30-1997
<CASH> 13432
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