October 26, Tecate Information Packet ABL Partners (1992) 50% Mex-Tec Partners (1993) 50%

Transcription

1 October 6, 0 Tecate Information Packet ABL Partners (99) 0% Mex-Tec Partners (99) 0% Borderland Partners (99) 0% Prosperity Partners (99) 0% Freetrade Partners (99).% Suntec Partners (99).% Via 88 Partners (990).% International Partners (990) 00% (no co-tenancy) Tecate South Partners (989) 00% (no co-tenancy) Twin Plant Partners (989) 00% (no co-tenancy) Vista Tecate Partners (990) 00% (no co-tenancy) Dear Investor: This information packet is being provided to you pursuant to an order of the District Court in the pending case between the Securities and Exchange Commission ("SEC"), Louis Schooler, and First Financial Planning Corporation d/b/a Western Financial Planning Corporation ("Western"). The relevant order, which is dated March, 0, and is entitled Order Keeping General Partnerships Under Receivership ("Order"), is available at the Receiver's website, (use the SEC Case Docs tab). You are encouraged to review the order carefully. This packet is intended to provide you with information about the District Court case, the Receiver's findings, and the financial condition of your General Partnership ("GP"). Specifically, the Order instructs the Receiver to provide you with the following information:

2 Tecate Property Investors October 6, 0 Page I. SEC ALLEGATIONS The following is a summary of the allegations made by the SEC in the case: On September, 0, the SEC filed a complaint against Louis Schooler and Western, alleging they committed fraud and failed to register securities in violation of the federal securities laws. A. Fraud Allegations The SEC alleges Mr. Schooler orchestrated an offering fraud that involved buying raw, undeveloped land and using his company, Western, to sell the land to investors for far more than it was worth, without properly disclosing its true value. The SEC alleges Mr. Schooler marked up the land and sold it to investors at a price that was several times higher than what he paid for it (in some cases, 00% higher or more) without disclosing to investors the price he paid. The SEC also alleges Mr. Schooler led investors to believe they received a good price for the land Western offered. His sales force allegedly used real estate "comps" that appeared to show that similar land was worth even more than what investors were paying for Western's land. However, the SEC alleges the "comps" were not truly comparable because they often included entitlements, zoning, water rights, and other features that Western's land did not have. In addition to misrepresenting the value of the land to investors, the SEC alleges Mr. Schooler concealed the fact the land Western offered to investors was often subject to mortgages Western had taken out to pay for the land. The SEC also alleges Mr. Schooler did not disclose the land was not owned outright nor the risk that the seller could foreclose upon the property if Western ceased making mortgage payments. B. Registration Violations The SEC alleges Western sold its land to investors through GPs that it structured, organized, and managed from inception through the time of an eventual land sale. Investors, many of whom were allegedly unsophisticated in business affairs, purchased units in a GP, and the GP purchased land from Western. The SEC alleges the GP units are securities because investors were completely dependent on Schooler and Western to manage their investment. Because Schooler and Western failed to register their securities offerings with the SEC, the SEC alleges they violated the securities registration provisions. On April, 0, the District Court decided that the GP units sold to investors are securities. II. RECEIVER'S FINDINGS A. Original Purchase Prices of GP Properties, Funds Raised By Western, and Appraised Values of GP Properties The Tecate properties consist of twelve () different parcels of land, belonging to seven (7) different co-tenant groups or GPs, as outlined above. The properties have historically been

3 Tecate Property Investors October 6, 0 Page grouped together due to their geographic proximity to one another. The purchase price paid by Western for this property is only available for a few of the land parcels, due to the age of the property purchase (989 or before). From , Western formed seven (7) underlying partnerships, each with varying interests in the underlying parcels of property. These are outlined at the beginning of this document. Western raised $,788,900 when it sold the land to investors. The Western mark-up amount is not known for this property. However, for the properties Western purchased after 00, the average mark-up over Western s initial purchase price was %. Using this average, it is estimated that Western paid approximately $,86,8 for the property, or $8,97,7 less than the partnerships paid for the land. The Tecate GPs (with the exception of the ABL and Mex-Tec GP) did not have sufficient funds to cover the cost of an appraisal. In these situations, the Court directed the Receiver to obtain broker opinions of value or listing agreements to provide an estimate of value. The Receiver contacted local brokers and obtained broker opinion of values from them in August 0. The average of these two estimates of value is included in the chart below. For the ABL and Mex-Tec GP, an appraisal was obtained in October 0, and that value is indicated below. It is important to note that the estimated value of the Tecate properties has declined significantly. When the Receiver obtained appraisals in 0, the total value of the Tecate properties was $,6,00. Estimated values obtained in 0 only valued the properties at $686,99. Western Land Purchase Price Amount Raised From Investors Excess Proceeds Raised by Western Excess Proceeds % 0 Estimated Value ABL Partners N/A $,,000 N/A N/A $90,000 Mex-Tec Partners N/A $,76,00 N/A N/A $90,000 Total N/A $,009,00 N/A N/A $80,000 Borderland Partners N/A $,7,00 N/A N/A $6,98 Prosperity Partners N/A $,97,000 N/A N/A $6,98 Total N/A $,70,00 N/A N/A $,86 Freetrade Partners $7,00 $,00,000 $8,00 8% $60,9 Suntec Partners $7,00 $87,000 $67,00 0% $60,9 Via 88 Partners $7,00 $780,00 $6,000 9% $60,9 Total $6,00 $,70,00 $,0,000 % $80,97 International Partners $,00 $70,000 $6,00 9% $9,8 Tecate South Partners N/A $969,600 N/A N/A $9,88

4 Tecate Property Investors October 6, 0 Page Twin Plant Partners N/A $,090,000 N/A N/A $9,607 Vista Tecate Partners N/A $90,000 N/A N/A $,86 Total All Properties N/A $,788,900 N/A N/A $686,99 B. How the Difference Between the Original Purchase Prices and the Money Raised Was Spent by Western Western did not keep separate accounts for the funds it obtained from each GP. All funds it obtained from the GPs for selling land went to the same primary bank account. Therefore, there is no way to know exactly how the funds Western obtained for selling the Tecate land were used, as opposed to funds obtained from selling other land. However, the Receiver did an analysis of how funds were spent by Western for the time period Based upon average amounts spent during that period by category, the estimated $8,97,7 in excess proceeds received by Western (as described above) is estimated to have been spent as follows: Average % Paid Estimated Amount Paid Payments to Schooler % $,909,77 Sales Commissions % $,80,8 Payroll - Other 7% $,8,79 Operating Expenses % $,878,67 Western Investments in GPs 9% $80,7 Income Taxes 6% $0,789 Payments to Related Parties 6% $,6 Payments to Escrow Companies % $7,88 00% $8,97,7 Additional information on the Receiver's findings concerning the financial affairs of Western and the GPs can be found on the Receiver's website, (use the SEC Case Docs tab), including Part One and Part Two of the Receiver's Forensic Accounting Report.

5 Tecate Property Investors October 6, 0 Page III. CURRENT FINANCIAL STATUS OF TECATE GPS Listed below are the current and projected cash balances for the Tecate GPs. Cash as of //0 Est 0 & 06 Est 0 & 06 Expenses Estimated Cash as of //06 Percentage of Operational Bills Paid Since 0 ABL Partners $0,09 $0 ($,77) $7,77 N/A Mex-Tec Partners $,9 $0 ($,99) $,6 N/A Total $,09 $0 ($,6) $9,80 N/A Borderland Partners $,7 $ ($0,990) ($8,00) 6% Prosperity Partners $,89 $0 ($,) ($8,96) % Total $6,806 $ ($,) ($7,0) 9% Freetrade Partners $,68 $ ($8,79) ($6,96) % Suntec Partners $,79 $0 ($,96) ($6,70) 7% Via 88 Partners $,77 $0 ($8,) ($,07) 6% Total $9,7 $ ($77,899) ($68,707) % International Partners $,08 $0 ($,898) ($,790) 8% Tecate South Partners $,96 $6 ($8,709) ($6,69) % Twin Plant Partners $,0 $,99 ($9,06) ($90,77) 9% Vista Tecate Partners $ $0 ($,9) ($,889) 6% Total All Properties $78,7 $,66 ($8,0) ($7,06) 8% The receipts consist solely of investor operational billing payments. Expenses consist primarily of administrative costs, tax preparation, property taxes, insurance, and most significantly, investor note payments and operational loan payments to Western. Attached as Exhibit "A" are actual and estimated receipts and disbursements for 0, 0 and 06 for each GP. All of the GPs (except the ABL and Mex-Tec GPs) require a capital call in order to fund ongoing operations through 06, with all of these GPs actually running out of cash by the end of 0. In addition, the Freetrade, Suntec, Via 88, International, Tecate South, Twin Plant and Vista Tecate GPs are already past due on property tax payments. Accordingly, a capital call will

6 Tecate Property Investors October 6, 0 Page 6 be sent out shortly to the investors in all of the Tecate GPs (except the ABL and Mex-Tec GPs) to fund their projected deficiencies. Investors in the past have only paid on average 8% of any applicable prior operational billings. It is important to understand that, because of the various co-tenancy structures for the Tecate property, the financial status of one GP can potentially affect the other GPs within that co-tenancy. If, for example, one GP in the group becomes unable to pay its operating expenses such as property taxes, the other GPs may be adversely effected by the late charges and/or penalties incurred for the land as a whole. Our current projection for Tecate is that this will start to occur before the end of 0, or has already occurred (as relates to delinquent property taxes). Per the Court s order, if the investors in the various Tecate GPs that have co-tenancies do not raise sufficient funds in this capital call, investors in their remaining co-tenant GPs will be given the opportunity to cover the shortfall in capital needed to pay expenses. Tecate GP investors can also voluntarily contribute additional capital to their co-tenant GPs should any GP be unable to raise sufficient funds through a capital call. Should sufficient capital not be raised through these means, the Tecate property may be sold, subject to Court approval of the sale terms. Due to the unique structure of the of the Tecate GPs (there are 7 distinct GP ownership groupings of one to three GPs for each land ownership), it is possible that the GPs could be treated separately based on investor funds raised or other factors. IV. ESTIMATED CURRENT VALUE OF INVESTMENT Listed below is the estimated cash proceeds that would be received from a sale of the property, based on their August October 0 estimated and appraised values. The estimated net sale proceeds are based on the stated broker opinion of value (less cost of sale). There are some underlying GP notes payable on the some of the Tecate properties. A sale based on these assumptions would yield net proceeds of $87,769 for the GPs that comprise the Tecate property. Estimated Net Sale Proceeds GP Notes Payable to Western Outstanding Balance on Mortgages Estimated Cash Proceeds to GPs from Sale ABL Partners $8,700 $0 $0 $8,700 Mex-Tec Partners $8,700 $0 $0 $8,700 Total $67,00 $0 $0 $67,00 Borderland Partners $7,9 $0 $0 $7,9 Prosperity Partners $7,9 ($76,7) $0 ($8,7) Total $,86 ($76,7) $0 $8,869 Freetrade Partners $6,096 $0 $0 $6,096 Suntec Partners $6,097 ($,09) $0 ($8,)

7 Tecate Property Investors October 6, 0 Page 7 Via 88 Partners $6,097 $0 $0 $6,097 Total $68,90 ($,09) $0 $6,88 International Partners $,67 ($,0) $0 $,7 Tecate South Partners $,69 $0 $0 $,69 Twin Plant Partners $6,8 $0 $0 $6,8 Vista Tecate Partners $9,86 $0 $0 $9,86 Total all Properties $68,90 ($,6) $0 $87,769 Sincerely, Thomas C. Hebrank, CPA, CIRA Receiver

8 EXHIBIT A

9 ABL 0/0/06 Operational Summary and Estimated Operational Expenses Beginning Cash Balance,667 0,09,09 Partner Operational Contributions Cleared Deposits (0) - - Miscellaneous Partner Note Payments Total (0) - - Administrator Payroll,00,00 K- Preparation 700,8,00,00 Property Taxes/Bond Payments,,67,67 Insurance Office Supplies 0 0 Appraisal State and Local Entity Filings Income Taxes Miscellaneous -,000 Operational Loan Repayment - - -,000 Mortgage Loan Repayment Total,0 7,000,77 Ending Cash Balance 0,09,09 7,77 Amount to be Billed - In April 0, the GPs will pay a small upfront fee to Lincoln property, but will see comparable costs thereafter. It shouldbe noted that the 0 K- preparation was due in 0, but not paid unitl 0 because the Courthad not yet authorized that payment. We anticipate that expense will be due and payable in the applicable year on a go-forward basis (i.e billed in 0 and paid in 0). Therefore,the K- Preparation expenses include 0 and 0 fees.

10 Mex-Tec 0/0/06 Operational Summary and Estimated Operational Expenses Beginning Cash Balance 0,0,9 8, Partner Operational Contributions Cleared Deposits () - - Miscellaneous Partner Note Payments Total () - - Administrator Payroll,00,00 K- Preparation 7,6,00,00 Property Taxes/Bond Payments,,68,68 Insurance Office Supplies Appraisal State and Local Entity Filings Income Taxes Miscellaneous 00,000 Operational Loan Repayment - - -,000 Mortgage Loan Repayment Total,09 6,78,78 Ending Cash Balance,9 8,,6 Amount to be Billed - In April 0, the GPs will pay a small upfront fee to Lincoln property, but will see comparable costs thereafter. It shouldbe noted that the 0 K- preparation was due in 0, but not paid unitl 0 because the Courthad not yet authorized that payment. We anticipate that expense will be due and payable in the applicable year on a go-forward basis (i.e billed in 0 and paid in 0). Therefore,the K- Preparation expenses include 0 and 0 fees.

11 Borderland 0/0/06 Operational Summary and Estimated Operational Expenses Beginning Cash Balance,70,7 (,08) Partner Operational Contributions,0-0 Cleared Deposits,6 Miscellaneous Partner Note Payments Total 0,6 - Administrator Payroll,600,00 K- Preparation,67,6,00,00 Property Taxes/Bond Payments 7,60,7,7 Insurance Office Supplies Appraisal State and Local Entity Filings Income Taxes Miscellaneous -,000,000 Operational Loan Repayment -,97 - GP Note Owed to Western -,7 - Total,,0 6,967 Ending Cash Balance,7 (,08) (8,09) Amount to be Billed 8,09 In April 0, the GPs will pay a small upfront fee to Lincoln property, but will see comparable costs thereafter. It should be noted that the 0 K- preparation was due in 0, but not paid unitl 0 because the Courthad not yet authorized that payment. We anticipate that expense will be due and payable in the applicable year on a go- forward basis (i.e billed in 0 and paid in 0). Therefore, thek- Preparationexpenses include 0 and 0 fees. In previous years, Western would cover portions of the operational bills for the partnerships when they did not have sufficient funds to pay these expenses. The Court has ordered us to recover these funds from the respective partnership. This payment reflects the amount due from the partnership to Western forthose Investors that financed their investment.

12 Prosperity 0/0/06 Operational Summary and Estimated Operational Expenses Beginning Cash Balance 8,79,89 (,07) Partner Operational Contributions 7, Cleared Deposits,7 Miscellaneous Partner Note Payments Total 8,7 - - Administrator Payroll,600,00 K- Preparation 7,8,00,00 Property Taxes/Bond Payments 7,60,7,7 Insurance Office Supplies Appraisal State and Local Entity Filings Income Taxes Miscellaneous -,000,000 Operational Loan Repayment,9,77 - GP Note Owed to Western - 7, - Total, 6,6 6,97 Ending Cash Balance,89 (,07) (8,96) Amount to be Billed 8,96 In April 0, the GPs will pay a small upfront fee to Lincoln property, but will see comparable costs thereafter. It shouldbe noted that the 0 K- preparation was due in 0, but not paid unitl 0 because the Courthad not yet authorized that payment. We anticipate that expense will be due and payable in the applicable year on a go- forward basis (i.e billed in 0 and paid in 0). Therefore,the K- Preparation expenses include 0 and 0 fees. In previous years, Western would cover portions of the operational bills for the partnerships when they did not have sufficient funds to pay these expenses. The Court has ordered us to recover these funds from the respective partnership. Thispayment reflects the amount due from the partnership to Western forthose Investors that financed their investment.

13 Free Trade 0/0/06 Operational Summary and Estimated Operational Expenses Beginning Cash Balance,97,68 (9,60) Partner Operational Contributions,8-0 Cleared Deposits Miscellaneous Partner Note Payments Total,68 - Administrator Payroll,600,00 K- Preparation 0, Property Taxes/Bond Payments,6 6,89,00,00,87 Insurance Office Supplies Appraisal State and Local Entity Filings Income Taxes Miscellaneous -,000 Operational Loan Repayment - - -,000 GP Note Owed to Western Total,96,87 6,89 Ending Cash Balance,68 (9,60) (6,97) Amount to be Billed 6,97 In April 0, the GPs will pay a small upfront fee to Lincoln property, but will see comparable costs thereafter. It shouldbe noted that the 0 K- preparation was due in 0, but not paid unitl 0 because the Courthad not yet authorized that payment. We anticipate that expense will be due and payable in the applicable year on a go- forward basis (i.e billed in 0 and paid in 0). Therefore,the K- Preparation expenses include 0 and 0 fees. This amount includes a portion of past due property taxes from 0.

14 Suntec 0/0/06 Operational Summary and Estimated Operational Expenses Beginning Cash Balance,60,79 (7,97) Partner Operational Contributions 7, Cleared Deposits () - - Miscellaneous Partner Note Payments Total 7, Administrator Payroll,00,0 K- Preparation 70,60 Property Taxes/Bond Payments,6 6,89,00,00,87 Insurance Interest Expense,76 - Office Supplies Appraisal State and Local Entity Filings Income Taxes Miscellaneous -,000 Operational Loan Repayment 6,6,7,000,7 GP Note Owed to Western - 8,9 8,9 Total,,79 8,777 6 Ending Cash Balance,79 (7,97) (6,70) Amount to be Billed 6,70 In April 0, the GPs will pay a small upfront fee to Lincoln property, but will see comparable costs thereafter. 6 It should be noted that the 0 K- preparation was due in 0, but not paid unitl 0 because the Courthad not yet authorized that payment. We anticipate that expense will be due and payable in the applicable year on a go- forward basis (i.e billed in 0 andpaid in 0). Therefore, thek- Preparationexpenses include 0 and0 fees. The amount in 0 includes defaulted property taxes for 0. The Partnership owes $7,66 in past due operational loans, but the Receiver is only attempting to pay down $,7 this year. At this rate the loan will be paid off in five years. This payment reflects the amount due from the partnership to Western forthose Investors that financed their investment. The partnership owes Western $,7 and we have scheduled this amount to be collected over years.

15 Via 88 0/0/06 Operational Summary and Estimated Operational Expenses Beginning Cash Balance,9,77 (8,8) Investor Operational Contributions, Cleared Deposits,97 Misc. Reciepts Investor Note Payments Total 6, Administrator Payroll,800,0 K- Preparation,,7 Property Taxes/Bond Payments,6 6,89,00,00,87 Insurance Office Supplies Appraisal State and Local Entity Filings Income Taxes Miscellaneous -,000,000 Operational Loan Repayment GP Note Owed to Western Total,06, 7,079 Ending Cash Balance,77 (8,8) (,08) Amount to be Billed,08 In April 0, the GPs will pay a small upfront fee to Lincoln property, but will see comparable costs thereafter. It shouldbe noted that the 0 K- preparation was due in 0, but not paid unitl 0 because the Courthad not yet authorized that payment. We anticipate that expense will be due and payable in the applicable year on a go- forward basis (i.e billed in 0 and paid in 0). Therefore,the K- Preparation expenses include 0 and 0 fees. This amount includes a portion of past due property taxes from 0.

16 International 0/0/06 Operational Summary and Estimated Operational Expenses,0,0,06 Beginning Cash Balance,,08 (,6) Investor Operational Contributions 8, Misc. Reciepts Investor Note Payments Total 8, Administrator Fees,90,0 K- Preparation 680,80,00,00 Property Taxes/Bond Payments,789,60 8,9 Insurance Office Supplies Appraisal State and Local Entity Filings Income Taxes Miscellaneous -,000,000 Operational Loan Repayment,700,668,668 GP Note Owed to Western 8,7,7 Total 0,9 6,67 8,6 Ending Cash Balance,08 (,6) (,789) Amount to be Billed,789 In April 0, the GPs will pay a small upfront fee to Lincoln property, but will see comparable costs thereafter. It shouldbe noted that the 0 K- preparation was due in 0, but not paid unitl 0 because the Courthad not yet authorized that payment. We anticipate that expense will be due and payable in the applicable year on a go- forward basis (i.e billed in 0 and paid in 0). Therefore,the K- Preparation expenses include 0 and 0 fees. The Partnership owes $8,7 in past due operational loans, but the Receiver is only attempting to pay down $,668 this year. At this rate, the loan will be paid off in five years. Thispayment reflects the amount due from the partnership to Western forthose Investors that financed their investment.

17 Tecate South 0/0/06 Operational Summary and Estimated Operational Expenses,0,0,06 Beginning Cash Balance,6,96 (8,9) Investor Operational Contributions 9, Misc. Reciepts Investor Note Payments Total 9, Administrator Fees,800,0 K- Preparation 70,7,00,00 Property Taxes/Bond Payments 8,89,07,60 Insurance Office Supplies Appraisal State and Local Entity Filings Income Taxes Miscellaneous -,000 Operational Loan Repayment -,66,000 - GP Note Owed to Western -,66 - Total, 0,99 7,760 Ending Cash Balance,96 (8,9) (6,69) Amount to be Billed 6,69 In April 0, the GPs will pay a small upfront fee to Lincoln property, but will see comparable costs thereafter. It shouldbe noted that the 0 K- preparation was due in 0, but not paid unitl 0 because the Courthad not yet authorized that payment. We anticipate that expense will be due and payable in the applicable year on a go- forward basis (i.e billed in 0 and paid in 0). Therefore,the K- Preparation expenses include 0 and 0 fees. In previous years, Western would cover portions of the operational bills for the partnerships when they did not have sufficient funds to pay these expenses. The Court has ordered us to recover these funds from the respective partnership. Thispayment reflects the amount due from the partnership to Western forthose Investors that financed their investment.

18 Twin Plant 0/0/06 Operational Summary and Estimated Operational Expenses Beginning Cash Balance 0,,0 (6,) Investor Operational Contributions 0,,99 - Misc. Reciepts Investor Note Payments Total 0,,99 - Administrator Fees,0,0 K- Preparation 7,980 Property Taxes/Bond Payments, 9,90,00,800,66 Insurance Office Supplies Appraisal State and Local Entity Filings Income Taxes Miscellaneous -,000 Operational Loan Repayment - 9,07,000 9,07 GP Note Owed to Western -,787 - Total 8, 66,0 8,96 6 Ending Cash Balance,0 (6,) (90,77) Amount to be Billed 90,77 In April 0, the GPs will pay a small upfront fee to Lincoln property, but will see comparable costs thereafter. 6 It shouldbe noted that the 0 K- preparation was due in 0, but not paid unitl 0 because the Courthad not yet authorized that payment. We anticipate that expense will be due and payable in the applicable year on a go- forward basis (i.e billed in 0 and paid in 0). Therefore,the K- Preparation expenses include 0 and 0 fees. This amount includes a portion of past due property taxes from 0. The Partnership owes $, in past due operational loans, but the Receiver is only attempting to pay down $9,07 this year. At this rate the loan will be paid off in five years. Thispayment reflects the amount due from the partnership to Western forthose Investors that financed their investment.

19 Vista Tecate 0/0/06 Operational Summary and Estimated Operational Expenses Beginning Cash Balance 6,088 (,80) Partner Operational Contributions, Cleared Deposits 98 Miscellaneous Partner Note Payments Total, Administrator Payroll,0,0 K- Preparation,67,000 Property Taxes/Bond Payments,687 7,867,00,800,0 Insurance Office Supplies Appraisal State and Local Entity Filings Income Taxes Miscellaneous -,000 Operational Loan Repayment - 980,000 GP Note Owed to Western Total 8,7,6 8,086 - Ending Cash Balance (,80) (,889) Amount to be Billed,889 In April 0, the GPs will pay a small upfront fee to Lincoln property, but will see comparable costs thereafter. It shouldbe noted that the 0 K- preparation was due in 0, but not paid unitl 0 because the Courthad not yet authorized that payment. We anticipate that expense will be due and payable in the applicable year on a go- forward basis (i.e billed in 0 and paid in 0). Therefore,the K- Preparation expenses include 0 and 0 fees. The amount in 0 includes defaulted property taxes due for 0 and 0. In previous years, Western would cover portions of the operational bills for the partnerships when they did not have sufficient funds to pay these expenses. The Court has ordered us to recover these funds from the respective partnership.