Académique Documents
Professionnel Documents
Culture Documents
LARSON & STEPHENS 810 S. Casino Center Blvd., Suite 104 Las Vegas, Nevada 89101 Tel: (702) 382-1170 Fax: (702) 382-1169
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James I. Stang, Esq. (CA Bar No. 94435) Shirley S. Cho, Esq. (CA Bar No. 192616) Werner Disse, Esq. (CA Bar No. 143458) Pachulski Stang Ziehl & Jones LLP 10100 Santa Monica Blvd., 11th Floor Los Angeles, California 90067-4100 Telephone: 310/277-6910 Facsimile: 310/201-0760 Email: jstang@pszjlaw.com scho@pszjlaw.com wdisse@pszjlaw.com Zachariah Larson, Esq. (NV Bar No. 7787) LARSON & STEPHENS 810 S. Casino Center Blvd., Ste. 104 Las Vegas, NV 89101 Telephone: 702/382.1170 Facsimile: 702/382.1169 Email: zlarson@lslawnv.com [Proposed] Attorneys for Debtors and Debtors in Possession
12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28
UNITED STATES BANKRUPTCY COURT DISTRICT OF NEVADA In re: THE RHODES COMPANIES, LLC, aka Rhodes Homes, et al., 1 Debtors. Case No.: BK-S-09-14814-LBR (Jointly Administered) Chapter 11
The Debtors in these cases, along with their case numbers are: Heritage Land Company, LLC (Case No. 0914778); The Rhodes Companies, LLC (Case No. 09-14814); Tribes Holdings, LLC (Case No. 09-14817); Apache Framing, LLC (Case No. 09-14818); Geronimo Plumbing LLC (Case No. 09-14820); Gung-Ho Concrete LLC (Case No. 09-14822); Bravo, Inc. (Case No. 09-14825); Elkhorn Partners, A Nevada Limited Partnership (Case No. 0914828); Six Feathers Holdings, LLC (Case No. 09-14833); Elkhorn Investments, Inc. (Case No. 09-14837); Jarupa, LLC (Case No. 09-14839); Rhodes Realty, Inc. (Case No. 09-14841); C & J Holdings, Inc. (Case No. 09-14843); Rhodes Ranch General Partnership (Case No. 09-14844); Rhodes Design and Development Corporation (Case No. 09-14846); Parcel 20, LLC (Case No. 09-14848); Tuscany Acquisitions IV, LLC (Case No. 09-14849); Tuscany Acquisitions III, LLC (Case No. 09-14850); Tuscany Acquisitions II, LLC (Case No. 09-14852); Tuscany Acquisitions, LLC (Case No. 09-14853); Rhodes Ranch Golf Country Club, LLC (Case No. 09-14854); Overflow, LP (Case No. 09-14856); Wallboard, LP (Case No. 09-14858); Jackknife, LP (Case No. 09-14860); Batcave, LP (Case No. 09-14861); Chalkline, LP (Case No. 09-14862); Glynda, LP (Case No. 09-14865); Tick, LP (Case No. 09-14866); Rhodes Arizona Properties, LLC (Case No. 09-14868); Rhodes Homes Arizona, L.L.C. (Case No. 0914882); Tuscany Golf Country Club, LLC (Case No. 09-14884); and Pinnacle Grading, LLC (Case No. 09-14887).
DOCS_LA:200496.3
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Hearing Date: April 17, 2009 Hearing Time: 9:30 a.m. Courtroom 1
NOTICE OF FILING OF REVISED ORGANIZATIONAL CHART, DEBTOR-BYDEBTOR SUMMARY, AND PROJECT SUMMARY Pursuant to this Courts request at the first day hearings on April 7, 2009 and April 8, 2009, attached are the following documents: 1. A revised organizational chart of the Debtors, which is attached hereto as Exhibit A. 2. An executive summary of each of the Debtors, which is attached hereto as Exhibit B. Included in such summary is the Debtors estimated balance sheet and income statement information, which is provided to the Court for information purposes only and is not meant to be binding for purposes of any evidentiary hearing. The Debtors reserve all rights to amend such information provided in Exhibit B upon further review and analysis of their books and records. 3. The following Debtors are obligors under the Debtors first and second secured lines of credit: The Rhodes Companies, LLC, Rhodes Ranch GP, and Heritage Land Company, LLC. The remaining 29 Debtors have provided secured guaranties under the same credit facilities. 4. Although the Debtors have not conducted an extensive investigation, the Debtors believe that the First Lien Lenders are secured in substantially all of the Debtors property. However, Tuscany Acquisitions IV, LLC owns a parcel (the Parcel) of land that is unencumbered with the exception of $2 million in disputed liens. The Parcel is located in the Tuscany master plan community located in Henderson, Nevada, and consists of approximately 26 acres that the Debtors purchased for over $13 million in 2007. While Tuscany Acquisitions IV, LLC is a guarantor under the credit agreements, the Parcel is not encumbered to secure the guarantee. ... ...
LARSON & STEPHENS 810 S. Casino Center Blvd., Suite 104 Las Vegas, Nevada 89101 Tel: (702) 382-1170 Fax: (702) 382-1169
DOCS_LA:200496.3
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5. An executive summary of each of the Debtors major developments is attached hereto as Exhibit C. DATED this 15th day of April, 2009. LARSON & STEPHENS /s/ Zachariah Larson, Esq. Zachariah Larson, Bar No. 7787 Kyle O. Stephens, Bar No. 7928 810 S. Casino Center Blvd., Suite 104 Las Vegas, NV 89101 Proposed Attorneys for Debtor
LARSON & STEPHENS 810 S. Casino Center Blvd., Suite 104 Las Vegas, Nevada 89101 Tel: (702) 382-1170 Fax: (702) 382-1169
DOCS_LA:200496.3
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EXHIBIT A
100%
100%
94.306%
Case 09-14814-lbr
Rhodes Ranch, GP
100%
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100%
Jarupa, LLC
50%
100%
100%
1%
99%
50%
Tick, LP
Glynda, LP
Jackknife, LP
Batcave, LP
Overflow, LP
Wallboard, LP
Chalkline, LP
Colors
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= LP
= LLC
= S Corporation
= Trust
= Operating Entity
8:46:36 AM 4/15/2009
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EXHIBIT B
Legal Entity Name Non-Operating/Wind-down Entities $ $ $ $ $ $ Holding/Investment Entity $ Non-Operating/Wind-down Entities $ $ $ $ $ $ All Nevada Rhodes Homes developments and other 3rd parties 0 Rhodes Ranch, Tuscany, X-It, West 57th and Shaylon 7 0 $ 1,078,392.00 $ 6,287,397.00 $ $ 58,079.00 $ 822,463.00 $ $ 301,506.00 $ 17,086.00 $ 388,363.00 $ 294,814.00 $ (10,339.00) $ N/A 3,678,032.00 $ 36,628,861.00 $ $ 195,404.00 $ 4,799,020.00 $ N/A 0 0
# of Employees
Assets
Liabilities
Revenue
Expenses
Other
Nevada LLC
Associated Developments All Nevada Rhodes Homes developments and other 3rd parties
2 Batcave, LP
Nevada LP
(4,994,424.00)
3 Bravo, Inc
Nevada S-Corp
Nevada S-Corp
Operating Entity
103,888.00 (880,542.00)
5 Chalkline, LP
Nevada LP
Holding/Investment Entity
6 Elkhorn Investments, Inc $ Non-Operating/Wind-down Entities $ Non-Operating/Wind-down Entities $ $ $ $ Non-Operating/Wind-down Entities $ Non-Operating/Wind-down Entities $ $ 336,701,418.00 $ $ Non-Operating/Wind-down Entities $ Holding/Investment Entity $ 2,985,878.00 $ Spanish Hills 0 $ $ N/A 0 $ $ 185.00 $ 35,225.00 $ 1,686,152.00 $ 12,993,890.00 $ 497,629,372.00 $ $ $ $ $ $ Holding/Investment Entity Holding/Investment Entity N/A 0 98,844.00 $ N/A 0 All Nevada Rhodes Homes developments and other 3rd parties 0 88,715,320.00 $ 1,718,897.00 $ $ Rhodes Ranch 0 All Nevada Rhodes Homes developments and other 3rd parties 0 $ 294,167.00 $ 78,963.00 $ $ 88,847.00 $ The Preserve/ Northern Lights 0 86,552.00 $ 832,384.00 $ 483,700.00 $ 759,732.00 $
Nevada S-Corp
Non-Operating/Wind-down Entities
N/A
7 Elkhorn Partners, LP
Nevada LP
Case 09-14814-lbr
Nevada LLC
9 Glynda, LP
Nevada LP
10 Gung-Ho Concrete
Nevada LLC
Nevada LLC
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12 Jackknife, LP
Nevada LP
13 Jarupa, LLC
Nevada LLC
2,434,190.00 $ 543,949.00 $
(2,434,375.00) (579,174.00)
14 Overflow, LP
Nevada LP
4,155,663.00 $
15 Parcel 20, LLC $ 110,051,636.00 $ Operating Entity N/A Operating Entity $ Operating Entity $ 2 0 $ 159,819,561.12 $ Non-Operating/Wind-down Entities Rhodes Ranch 0 $ Operating Entity Non-Operating/Wind-down Entities Holding/Investment Entity Holding/Investment Entity Non-Operating/Wind-down Entities Operating Entity Operating Entity Operating Entity Operating Entity Operating Entity Holding/Investment Entity Rhodes Ranch N/A Tuscany Tuscany Tuscany Tuscany Tuscany N/A N/A N/A All Nevada past, current and future developments 8 $ 0 0 $ 150,823,456.00 $ 0 0 $ 0 0 0 0 $ 44 0 $ 200,211.00 $ $ 50,172,953.00 $ 4,618,963.00 $ $ $ $ 381,091.96 $ $ $ $ $ 5,172,764.00 $ $ 46,629.00 $ $ 212,422.00 $ $ Operating Entity Operating Entity Rhodes Ranch, West Sunset Pravada All Nevada past, current and future developments 38 35,407,618.08 $ 19,518,655.00 $ Pravada, Rancheros 0 25 $ 9,422,194.00 $ 5,533,434.00 $
Nevada LLC
Operating Entity
Rhodes Ranch
Nevada LLC
807,796.00 $ $ (1,072,211.00) $
(8,256,980.00) 963,770.00
Arizona, LLC
Nevada S-Corp
$ 13,077,833.96 $ $ 5,142,720.00 $
(28,845,045.35) (8,667,339.00)
Arizona LLC
Nevada GP
$ (9,199,761.00) $
12,396,749.46
21
Nevada LLC
154,916.00 $
5,022,228.00 $
9,878,836.00
2,648.00 $
(4,859,256.00)
Nevada S-Corp
1,633,813.00 $ $
6,603,545.00 $ $
6,071,194.00 -
$ $
263,674.00 $ $
268,677.00 -
Arizona LLC
Nevada LLC
2,573,613.00 $ 15,660,092.00 $
$ $
1,824,599.00
$ 69,928.00 $
(220,059.00) $ 2,052,630.00 $
(1,604,540.00) (2,122,558.00)
25 Tick, LP
Nevada LP
Nevada LLC
4,292,387.72 $ $ $ $
4,557,163.67 $ $ $ $
$ $ $ $
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Nevada LLC
Nevada LLC
Nevada LLC
Nevada LLC
Nevada LLC
32 Wallboard, LP
Nevada LP
50,001.00 $
14,639.00 $
5,728.00 $
(20,367.00)
73203-001\DOCS_LA:200677v1
Case 09-14814-lbr
The Rhodes Companies, LLC Information as of 12/31/08
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Non-Operating/Wind-Down Entities
Non-Operating/Wind-Down Entities
Information as of 12/31/08
d/b/a
Associated Developments
100%
Assets Cash & Cash Equivalents Short Term Assets Long Term Assets (After Impairment) Total
Year End as of 12/31/08 See consolidated summary financial data for Tribes Holdings $ $ -
$ $
Liabilities and Equity Short Term Liabilities Long Term Liabilities Equity Total Liabilities and Equity $ $ -
Page 1
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Holding/Investment Entities
Information as of 12/31/08 Legal Entity Name Batcave, LP
Legal Entity Name
Holding/Investment Entities
Information as of 12/31/08
Batcave, LP
d/b/a
N/A
Nevada LP - Land Holding Company (Freeway Property) - Owns 45.59 acres adjacent to Highway 215 near Durango
ASSETS Cash Cash-Restricted Receivable, net Loan Receivable - Related Parties Due from affiliates and related parties Inventories Property, plant, and equipment, net Land held for investment Investments Pro-shop inventories Deposits and other assets TOTAL ASSETS LIABILITIES Lines of credit Secured - Notes payable Insider Claims - Due to affiliates and related parties Insider Claims - Loans payable related party Insider Claims - Loans payable-Stockholder Deferred income Trade Claims - Accounts payable and accrued liabilities Contingent Claims - Customer deposits Hedge Equity TOTAL LIABILITIES & EQUITY REVENUE Home sales Golf course Contract sales TOTAL REVENUE COSTS AND EXPENSES Home sales Land sales Contract sales Selling Preopening Costs General & administrative Reclassification Depreciation & amortization Loss on disposal of Fixed Assets Golf operating expenses TOTAL COSTS AND EXPENSES OTHER INCOME (EXPENSE) Loss on construction defect settlement Interest income Interest expense Mark to market, interest rate swap Other, net (Misc. Income; Abandoned Project Cost; Gain/Loss on Sale of Assets) TOTAL OTHER NET INCOME/(LOSS)
3,666,857
11,175 3,678,032
Business Description
36,628,861
Associated Developments # of Employees Ownership Structure The Rhodes Companies, LLC Heritage Land Company Summary Financial Data 2 Assets Cash & Cash Equivalents Short Term Assets Long Term Assets (After Impairment) Total $ $
N/A 0
(27,956,405) 3,678,032
195,404
Liabilities and Equity Short Term Liabilities Long Term Liabilities Equity Total Liabilities and Equity $ $ 36,628,861 (27,956,405) 3,678,032
195,404
4,799,020
195,404 4,799,020
$ $
4,799,020 (4,994,424)
(4,994,424)
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Information as of 12/31/08
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Non-Operating/Wind-Down Entities
Non-Operating/Wind-Down Entities
Information as of 12/31/08
Bravo, Inc
Bravo, Inc
d/b/a
Rhodes Framing
Business Description
Associated Developments
100%
Assets Cash & Cash Equivalents Short Term Assets Long Term Assets (After Impairment) Total
Year End as of 12/31/08 See consolidated summary financial data for Tribes Holdings $ $ -
Liabilities and Equity Short Term Liabilities Long Term Liabilities Equity Total Liabilities and Equity $ $ -
$ $
Page 3
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Operating Entities
Information as of 12/31/08
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Operating Entities
Information as of 12/31/08
C&J Holdings, Inc. Neighborhood Association Group (NAG) Nevada S-Corp - Homeowners' Association Management Company
Business Description
- Manages associations for Rhodes Ranch, Tuscany, XIt, West 57th and Shaylon developments
3,281 301,506
17,086
180,533 301,506
388,363 388,363
100%
Cash & Cash Equivalents Short Term Assets Long Term Assets (After Impairment) Total Liabilities and Equity Short Term Liabilities Long Term Liabilities Equity Total Liabilities and Equity
33,230 268,276
301,506
294,814
(10,339)
$ $
(10,339) 103,888
103,888
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Holding/Investment Entities
Information as of 12/31/08 Legal Entity Name Chalkline, LP
Legal Entity Name
Holding/Investment Entities
Information as of 12/31/08
Chalkline, LP
d/b/a
N/A
Business Description
ASSETS Cash Cash-Restricted Receivable, net Loan Receivable - Related Parties Due from affiliates and related parties Inventories Property, plant, and equipment, net Land held for investment Investments Pro-shop inventories Deposits and other assets TOTAL ASSETS LIABILITIES Lines of credit Secured - Notes payable Insider Claims - Due to affiliates and related parties Insider Claims - Loans payable related party Insider Claims - Loans payable-Stockholder Deferred income Trade Claims - Accounts payable and accrued liabilities Contingent Claims - Customer deposits Hedge Equity TOTAL LIABILITIES & EQUITY REVENUE Home sales Golf course Contract sales TOTAL REVENUE COSTS AND EXPENSES Home sales Land sales Contract sales Selling Preopening Costs General & administrative Reclassification Depreciation & amortization Loss on disposal of Fixed Assets Golf operating expenses TOTAL COSTS AND EXPENSES OTHER INCOME (EXPENSE) Loss on construction defect settlement Interest income Interest expense Mark to market, interest rate swap Other, net (Misc. Income; Abandoned Project Cost; Gain/Loss on Sale of Assets) TOTAL OTHER NET INCOME/(LOSS)
1,078,392
1,078,392
6,287,397
Associated Developments # of Employees Ownership Structure The Rhodes Companies, LLC Heritage Land Company Summary Financial Data 2 Assets Cash & Cash Equivalents Short Term Assets Long Term Assets (After Impairment) Total $ $
N/A 0
(4,328,463) 1,078,392
1,078,392 1,078,392
58,079
Liabilities and Equity Short Term Liabilities Long Term Liabilities Equity Total Liabilities and Equity $ $ 6,287,397 (4,328,463) 1,078,392
58,079
822,463
58,079 822,463
$ $
822,463 (880,542)
(880,542)
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Non-Operating/Wind-Down Entities
Information as of 12/31/08 Elkhorn Investments, Inc
Non-Operating/Wind-Down Entities
Information as of 12/31/08 Elkhorn Investments, Inc $ -
d/b/a
N/A
Nevada S-Corp - Investment Holding Company (Owns 50% of Elkhorn Partners, LP)
68,325 18,227
86,552
689,771 142,613
Business Description
(451,107) $ 86,552
483,700
483,700
Associated Developments
N/A
COSTS AND EXPENSES Home sales Land sales Contract sales Selling Preopening Costs General & administrative Reclassification Depreciation & amortization Loss on disposal of Fixed Assets Golf operating expenses TOTAL COSTS AND EXPENSES OTHER INCOME (EXPENSE) Loss on construction defect settlement Interest income Interest expense Mark to market, interest rate swap Other, net (Misc. Income; Abandoned Project Cost; Gain/Loss on Sale of Assets) TOTAL OTHER NET INCOME/(LOSS)
759,047
685
759,732
Cash & Cash Equivalents Short Term Assets Long Term Assets (After Impairment) Total
18,227 68,325
18,694
86,552
$ $
18,694 (294,726)
Liabilities and Equity Short Term Liabilities Long Term Liabilities Equity Total Liabilities and Equity $ $ 832,384 (451,107) 86,552
(294,726)
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Non-Operating/Wind-Down Entities
Non-Operating/Wind-Down Entities
Information as of 12/31/08
Elkhorn Partners, LP
Elkhorn Partners, LP
d/b/a
N/A
294,167
294,167
Business Description
78,925
38
312,651 $ 294,167
Associated Developments
82,070
50% 50%
6,777
88,847
Cash & Cash Equivalents Short Term Assets Long Term Assets (After Impairment) Total
294,167
8,599
294,167
$ $
8,599 (97,446)
Liabilities and Equity Short Term Liabilities Long Term Liabilities Equity Total Liabilities and Equity $ $ 38 78,925 312,651 294,167
88,847 8,599
(97,446)
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Non-Operating/Wind-Down Entities
Non-Operating/Wind-Down Entities
Information as of 12/31/08
d/b/a
N/A
Associated Developments
100%
Assets Cash & Cash Equivalents Short Term Assets Long Term Assets (After Impairment) Total
Year End as of 12/31/08 See consolidated summary financial data for Tribes Holdings $ $ -
$ $
Liabilities and Equity Short Term Liabilities Long Term Liabilities Equity Total Liabilities and Equity $ $ -
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Non-Operating/Wind-Down Entities
Non-Operating/Wind-Down Entities
Information as of 12/31/08
Glynda, LP
Glynda, LP
d/b/a
N/A
88,715,320
88,715,320
1,718,897
80,967,741 $ 88,715,320
Associated Developments
Rhodes Ranch
# of Employees Ownership Structure The Rhodes Companies, LLC Heritage Land Company
15,874
Summary Financial Data 2 Assets Cash & Cash Equivalents Short Term Assets Long Term Assets (After Impairment) Total $ $
88,715,320 88,715,320
15,874
(6,602,435) 557,879
Liabilities and Equity Short Term Liabilities Long Term Liabilities Equity Total Liabilities and Equity $ $ 1,718,897 80,967,741 88,715,320
$ $
(6,044,556) 6,028,682
15,874 (6,044,556)
6,028,682
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Non-Operating/Wind-Down Entities
Non-Operating/Wind-Down Entities
Information as of 12/31/08
Gung-Ho Concrete
Gung-Ho Concrete
d/b/a
N/A
Associated Developments
100%
Assets Cash & Cash Equivalents Short Term Assets Long Term Assets (After Impairment) Total
Year End as of 12/31/08 See consolidated summary financial data for Tribes Holdings $ $ -
Liabilities and Equity Short Term Liabilities Long Term Liabilities Equity Total Liabilities and Equity $ $ -
$ $
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Holding/Investment Entities
Information as of 12/31/08 Legal Entity Name Heritage Land Co., LLC N/A
Legal Entity Name
Holding/Investment Entities
Information as of 12/31/08 Heritage Land Co., LLC $ 10,645,556 582
d/b/a
ASSETS Cash Cash-Restricted Receivable, net Loan Receivable - Related Parties Due from affiliates and related parties Inventories Property, plant, and equipment, net Land held for investment Investments Pro-shop inventories Deposits and other assets TOTAL ASSETS LIABILITIES Lines of credit Secured - Notes payable Insider Claims - Due to affiliates and related parties Insider Claims - Loans payable related party Insider Claims - Loans payable-Stockholder Deferred income Trade Claims - Accounts payable and accrued liabilities Contingent Claims - Customer deposits Hedge Equity TOTAL LIABILITIES & EQUITY REVENUE Home sales Golf course Contract sales TOTAL REVENUE COSTS AND EXPENSES Home sales Land sales Contract sales Selling Preopening Costs General & administrative Reclassification Depreciation & amortization Loss on disposal of Fixed Assets Golf operating expenses TOTAL COSTS AND EXPENSES OTHER INCOME (EXPENSE) Loss on construction defect settlement Interest income Interest expense Mark to market, interest rate swap Other, net (Misc. Income; Abandoned Project Cost; Gain/Loss on Sale of Assets) TOTAL OTHER NET INCOME/(LOSS)
288,206,190
Business Description
Associated Developments # of Employees Ownership Structure Sedora Holdings, LLC Rhodes Ranch, LLC
2
N/A 0
Cash & Cash Equivalents Short Term Assets Long Term Assets (After Impairment) Total
991,302
336,701,418
Liabilities and Equity Short Term Liabilities Long Term Liabilities Equity Total Liabilities and Equity $ $ 368,549,186 129,080,186 (136,161,459) 336,701,418
991,302
$ $
23,775,194 (24,766,496)
991,302 23,775,194
(24,766,496)
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Holding/Investment Entities
Information as of 12/31/08 Legal Entity Name Jackknife, LP
Legal Entity Name
Holding/Investment Entities
Information as of 12/31/08
Jackknife, LP
d/b/a
N/A
Nevada LP - Land Holding Company (Parcels 13, 33 & 43) - Owns parcel 13, 33, 43 and parcel 13 on West Sunset
ASSETS Cash Cash-Restricted Receivable, net Loan Receivable - Related Parties Due from affiliates and related parties Inventories Property, plant, and equipment, net Land held for investment Investments Pro-shop inventories Deposits and other assets TOTAL ASSETS LIABILITIES Lines of credit Secured - Notes payable Insider Claims - Due to affiliates and related parties Insider Claims - Loans payable related party Insider Claims - Loans payable-Stockholder Deferred income Trade Claims - Accounts payable and accrued liabilities Contingent Claims - Customer deposits Hedge Equity TOTAL LIABILITIES & EQUITY REVENUE Home sales Golf course Contract sales TOTAL REVENUE COSTS AND EXPENSES Home sales Land sales Contract sales Selling Preopening Costs General & administrative Reclassification Depreciation & amortization Loss on disposal of Fixed Assets Golf operating expenses TOTAL COSTS AND EXPENSES OTHER INCOME (EXPENSE) Loss on construction defect settlement Interest income Interest expense Mark to market, interest rate swap Other, net (Misc. Income; Abandoned Project Cost; Gain/Loss on Sale of Assets) TOTAL OTHER NET INCOME/(LOSS)
1,103,722
582,430 1,686,152
Business Description
12,993,711
Associated Developments # of Employees Ownership Structure The Rhodes Companies, LLC Heritage Land Company Summary Financial Data 2 Assets Cash & Cash Equivalents Short Term Assets Long Term Assets (After Impairment) Total $ $
N/A 0
179
(9,518,143) 1,686,152
98,844
Liabilities and Equity Short Term Liabilities Long Term Liabilities Equity Total Liabilities and Equity $ $ 179 12,993,711 (9,518,143) 1,686,152
98,844
1,690,751
98,844 1,690,751
$ $
1,690,751 (1,789,595)
(1,789,595)
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Non-Operating/Wind-Down Entities
Information as of 12/31/08
Non-Operating/Wind-Down Entities
Information as of 12/31/08
Jarupa, LLC
Jarupa, LLC
d/b/a
N/A
Business Description
942,557
9,962
1,481,857 $ -
Associated Developments
N/A
185
Summary Financial Data 2 Assets Cash & Cash Equivalents Short Term Assets Long Term Assets (After Impairment) Total $ $
185
$ 44,538
Liabilities and Equity Short Term Liabilities Long Term Liabilities Equity Total Liabilities and Equity $ $ 9,962 942,557 1,481,857 -
$ $
185 2,434,190
(2,434,375)
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Holding/Investment Entities
Information as of 12/31/08 Legal Entity Name Overflow, LP
Legal Entity Name
Holding/Investment Entities
Information as of 12/31/08
Overflow, LP
d/b/a
N/A
ASSETS Cash Cash-Restricted Receivable, net Loan Receivable - Related Parties Due from affiliates and related parties Inventories Property, plant, and equipment, net Land held for investment Investments Pro-shop inventories Deposits and other assets TOTAL ASSETS LIABILITIES Lines of credit Secured - Notes payable Insider Claims - Due to affiliates and related parties Insider Claims - Loans payable related party Insider Claims - Loans payable-Stockholder Deferred income Trade Claims - Accounts payable and accrued liabilities Contingent Claims - Customer deposits Hedge Equity TOTAL LIABILITIES & EQUITY REVENUE Home sales Golf course Contract sales TOTAL REVENUE COSTS AND EXPENSES Home sales Land sales Contract sales Selling Preopening Costs General & administrative Reclassification Depreciation & amortization Loss on disposal of Fixed Assets Golf operating expenses TOTAL COSTS AND EXPENSES OTHER INCOME (EXPENSE) Loss on construction defect settlement Interest income Interest expense Mark to market, interest rate swap Other, net (Misc. Income; Abandoned Project Cost; Gain/Loss on Sale of Assets) TOTAL OTHER NET INCOME/(LOSS)
2,971,678
14,200 2,985,878
4,155,663
Associated Developments # of Employees Ownership Structure The Rhodes Companies, LLC Heritage Land Company Summary Financial Data 2 Assets Cash & Cash Equivalents Short Term Assets Long Term Assets (After Impairment) Total $ $
Spanish Hills 0
(590,610) 2,985,878
35,225
Liabilities and Equity Short Term Liabilities Long Term Liabilities Equity Total Liabilities and Equity $ $ 4,155,663 (590,610) 2,985,878
35,225
543,949
$ $
543,949 (579,174)
35,225 543,949
(579,174)
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Operating Entities
Information as of 12/31/08
Parcel 20, LLC N/A Nevada LLC - Developing parcel 20 in 5 phases in cooperation with Rhodes Design and Development - Owns 100% of Parcel 20
ASSETS Cash Cash-Restricted Receivable, net Loan Receivable - Related Parties Due from affiliates and related parties Inventories Property, plant, and equipment, net Land held for investment Investments Pro-shop inventories Deposits and other assets TOTAL ASSETS
109,529,361 226,956
295,319 $ 110,051,636
Business Description
LIABILITIES $ Lines of credit Secured - Notes payable Insider Claims - Due to affiliates & related parties Insider Claims - Loans payable related party Insider Claims - Loans payable-Stockholder Deferred income Trade Claims - Accounts payable & accrued liabilities Contingent Claims - Customer deposits Hedge Equity TOTAL LIABILITIES & EQUITY $ REVENUE Home sales Golf course Contract sales TOTAL REVENUE COSTS AND EXPENSES Home sales Land sales Contract sales Selling Preopening Costs General & administrative Reclassification Depreciation & amortization Loss on disposal of Fixed Assets Golf operating expenses TOTAL COSTS AND EXPENSES OTHER INCOME (EXPENSE) Loss on construction defect settlement Interest income Interest expense Mark to market, interest rate swap Other, net (Misc. Income; Abandoned Project Cost; Gain/Loss on Sale of Assets) TOTAL OTHER NET INCOME/(LOSS)
88,715,320 29,114,464
Rhodes Ranch 0
16,869,683
16,869,683
Summary Financial Data 2 Assets Cash & Cash Equivalents Short Term Assets Long Term Assets (After Impairment) Total Liabilities and Equity Short Term Liabilities Long Term Liabilities Equity Total Liabilities and Equity $
295,319 109,756,317
19,210,608
110,051,636
(188) 8,012,491
$ $
(12,944,030)
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The Rhodes Companies, LLC Information as of 12/31/08 Pinnacle Grading, LLC N/A Nevada LLC - Grading and Excavation
Legal Entity Name
Operating Entities
Information as of 12/31/08 Pinnacle Grading, LLC $ 30,672 3,522,923 931,850 1,940,450 2,865,381
Business Description
- City of Flagstaff public Works redevelopment project - estimated $19.0M project - Jail in Kingman project- estimated $3.0M project
ASSETS Cash Cash-Restricted Receivable, net Loan Receivable - Related Parties Due from affiliates and related parties Inventories Property, plant, and equipment, net Land held for investment Investments Pro-shop inventories Deposits and other assets TOTAL ASSETS
130,918 9,422,194
LIABILITIES $ Lines of credit Secured - Notes payable Insider Claims - Due to affiliates & related parties Insider Claims - Loans payable related party Insider Claims - Loans payable-Stockholder Deferred income Trade Claims - Accounts payable & accrued liabilities Contingent Claims - Customer deposits Hedge Equity TOTAL LIABILITIES & EQUITY $ REVENUE Home sales Golf course Contract sales TOTAL REVENUE COSTS AND EXPENSES Home sales Land sales Contract sales Selling Preopening Costs General & administrative Reclassification Depreciation & amortization Loss on disposal of Fixed Assets Golf operating expenses TOTAL COSTS AND EXPENSES OTHER INCOME (EXPENSE) Loss on construction defect settlement Interest income Interest expense Mark to market, interest rate swap Other, net (Misc. Income; Abandoned Project Cost; Gain/Loss on Sale of Assets) TOTAL OTHER NET INCOME/(LOSS)
(1,014,506) 9,422,194
N/A 25
12,179,670 12,179,670
15,509,226
Summary Financial Data 2 Assets Cash & Cash Equivalents Short Term Assets Long Term Assets (After Impairment) Total Liabilities and Equity Short Term Liabilities Long Term Liabilities Equity Total Liabilities and Equity $
1,846,315 2,273,313
9,422,194
19,628,854
(20,328) 1,212,128
$ $
(8,256,980)
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The Rhodes Companies, LLC Information as of 12/31/08 Rhodes Arizona Properties, LLC N/A Arizona, LLC - Sells homes in Arizona
Legal Entity Name
Operating Entities
Information as of 12/31/08 Rhodes Arizona Properties, LLC $ 199,500
ASSETS Cash Cash-Restricted Receivable, net Loan Receivable - Related Parties Due from affiliates and related parties Inventories Property, plant, and equipment, net Land held for investment Investments Pro-shop inventories Deposits and other assets TOTAL ASSETS
5,329,287 4,647
5,533,434
LIABILITIES Lines of credit $ Secured - Notes payable Insider Claims - Due to affiliates & related parties Insider Claims - Loans payable related party Insider Claims - Loans payable-Stockholder Deferred income Trade Claims - Accounts payable & accrued liabilities Contingent Claims - Customer deposits Hedge Equity $ TOTAL LIABILITIES & EQUITY REVENUE Home sales Golf course Contract sales TOTAL REVENUE COSTS AND EXPENSES Home sales Land sales Contract sales Selling Preopening Costs General & administrative Reclassification Depreciation & amortization Loss on disposal of Fixed Assets Golf operating expenses TOTAL COSTS AND EXPENSES OTHER INCOME (EXPENSE) Loss on construction defect settlement Interest income Interest expense Mark to market, interest rate swap Other, net (Misc. Income; Abandoned Project Cost; Gain/Loss on Sale of Assets) TOTAL OTHER NET INCOME/(LOSS)
511,146 2,874,161
5,271
1,179,086 5,533,434
Pravada, Rancheros 0
100%
Summary Financial Data 2 Assets Cash & Cash Equivalents Short Term Assets Long Term Assets (After Impairment) Total Liabilities and Equity Short Term Liabilities Long Term Liabilities Equity Total Liabilities and Equity
199,500 5,333,934
108,441
5,533,434
$ (1,072,211)
$ $
(1,072,211) 963,770
108,441 (1,072,211)
963,770
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The Rhodes Companies, LLC Information as of 12/31/08 Rhodes Design and Development Rhodes Homes Nevada S-Corp - General Contractor - Holds Contractor License Nevada
Legal Entity Name
Operating Entities
Information as of 12/31/08 Rhodes Design and Development $ (5,091) 112,000 842,678 30,083,325 600,038 21,500
Business Description
- Employees serve as Rhodes Homes Corporate HQ and field staff for all Nevada developments - Owns partial of Spanish Hills
ASSETS Cash Cash-Restricted Receivable, net Loan Receivable - Related Parties Due from affiliates and related parties Inventories Property, plant, and equipment, net Land held for investment Investments Pro-shop inventories Deposits and other assets TOTAL ASSETS
3,753,168 35,407,618
LIABILITIES $ Lines of credit Secured - Notes payable Insider Claims - Due to affiliates & related parties Insider Claims - Loans payable related party Insider Claims - Loans payable-Stockholder Deferred income Trade Claims - Accounts payable & accrued liabilities Contingent Claims - Customer deposits Hedge Equity TOTAL LIABILITIES & EQUITY $ REVENUE Home sales Golf course Contract sales TOTAL REVENUE COSTS AND EXPENSES Home sales Land sales Contract sales Selling Preopening Costs General & administrative Reclassification Depreciation & amortization Loss on disposal of Fixed Assets Golf operating expenses TOTAL COSTS AND EXPENSES OTHER INCOME (EXPENSE) Loss on construction defect settlement Interest income Interest expense Mark to market, interest rate swap Other, net (Misc. Income; Abandoned Project Cost; Gain/Loss on Sale of Assets) TOTAL OTHER NET INCOME/(LOSS)
190,060 97,800,451
26,172,610
Summary Financial Data 2 Assets Cash & Cash Equivalents Short Term Assets Long Term Assets (After Impairment) Total Liabilities and Equity Short Term Liabilities Long Term Liabilities Equity Total Liabilities and Equity $
35,280,911
35,407,618
(12) 12,806,606
$ $
(28,845,045)
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The Rhodes Companies, LLC Information as of 12/31/08 Rhodes Homes Arizona LLC N/A Arizona LLC - Arizona Development Company
Legal Entity Name
Operating Entities
Information as of 12/31/08 Rhodes Homes Arizona LLC $ 435,491 329,358 75,000 1,410,274 17,944,568 251,643 (1,014,505) 86,826 19,518,655
ASSETS Cash Cash-Restricted Receivable, net Loan Receivable - Related Parties Due from affiliates and related parties Inventories Property, plant, and equipment, net Land held for investment Investments Pro-shop inventories Deposits and other assets TOTAL ASSETS
LIABILITIES Lines of credit $ Secured - Notes payable Insider Claims - Due to affiliates & related parties Insider Claims - Loans payable related party Insider Claims - Loans payable-Stockholder Deferred income Trade Claims - Accounts payable & accrued liabilities Contingent Claims - Customer deposits Hedge Equity TOTAL LIABILITIES & EQUITY $ REVENUE Home sales Golf course Contract sales TOTAL REVENUE COSTS AND EXPENSES Home sales Land sales Contract sales Selling Preopening Costs General & administrative Reclassification Depreciation & amortization Loss on disposal of Fixed Assets Golf operating expenses TOTAL COSTS AND EXPENSES OTHER INCOME (EXPENSE) Loss on construction defect settlement Interest income Interest expense Mark to market, interest rate swap Other, net (Misc. Income; Abandoned Project Cost; Gain/Loss on Sale of Assets) TOTAL OTHER NET INCOME/(LOSS)
(27,983,583) 19,518,655
Pravada 2
2,756,408
Summary Financial Data 2 Assets Cash & Cash Equivalents Short Term Assets Long Term Assets (After Impairment) Total Liabilities and Equity Short Term Liabilities Long Term Liabilities Equity Total Liabilities and Equity $
19,518,655
4,561,840
12,157 4,994,810
$ $
(8,667,339)
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Non-Operating/Wind-Down Entities
Information as of 12/31/08 Rhodes Ranch Golf and Country Club, LLC N/A
Non-Operating/Wind-Down Entities
Information as of 12/31/08 Rhodes Ranch Golf Country Club, LLC $ 55,708 132,440 23,524
d/b/a
750 212,422
8,582
Business Description
- Owner and manager of Rhodes Ranch Golf and Country Club until late 2008 - Assets sold 12/22/2008 to Rhodes Ranch Golf Inc. pursuant to credit agreement.
146,334
4,916,761 $ 212,422
5,022,228 5,022,228
Associated Developments
Rhodes Ranch
Cash & Cash Equivalents Short Term Assets Long Term Assets (After Impairment) Total
2,648
212,422
$ $
2,648 (4,859,256)
Liabilities and Equity Short Term Liabilities Long Term Liabilities Equity Total Liabilities and Equity $ $ 146,334 8,582 4,916,761 212,422
(4,859,256)
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The Rhodes Companies, LLC Information as of 12/31/08 Rhodes Ranch General Partnership N/A Nevada GP - Holds 4 active subdivisions in Rhodes Ranch
Legal Entity Name
Operating Entities
Information as of 12/31/08 Rhodes Ranch General Partnership $ (782,464) 21,175 107,782,394 47,372,493 105,584 4,921,994 398,385 $ 159,819,561
Business Description
- Holds 1 active subdivision on West Sunset (West 57th) and two commercial lots - Developments subdivisions in cooperation with Rhodes Design and Development
ASSETS Cash Cash-Restricted Receivable, net Loan Receivable - Related Parties Due from affiliates and related parties Inventories Property, plant, and equipment, net Land held for investment Investments Pro-shop inventories Deposits and other assets TOTAL ASSETS
Associated Developments # of Employees Ownership Structure The Rhodes Companies, LLC Rhodes Ranch, LLC
LIABILITIES $ Lines of credit Secured - Notes payable Insider Claims - Due to affiliates & related parties Insider Claims - Loans payable related party Insider Claims - Loans payable-Stockholder Deferred income Trade Claims - Accounts payable & accrued liabilities Contingent Claims - Customer deposits Hedge Equity TOTAL LIABILITIES & EQUITY $ REVENUE Home sales Golf course Contract sales TOTAL REVENUE COSTS AND EXPENSES Home sales Land sales Contract sales Selling Preopening Costs General & administrative Reclassification Depreciation & amortization Loss on disposal of Fixed Assets Golf operating expenses TOTAL COSTS AND EXPENSES OTHER INCOME (EXPENSE) Loss on construction defect settlement Interest income Interest expense Mark to market, interest rate swap Other, net (Misc. Income; Abandoned Project Cost; Gain/Loss on Sale of Assets) TOTAL OTHER NET INCOME/(LOSS)
52,911,696
52,911,696
49,022,222
Cash & Cash Equivalents Short Term Assets Long Term Assets (After Impairment) Total Liabilities and Equity Short Term Liabilities Long Term Liabilities Equity Total Liabilities and Equity
159,819,561
49,714,708
(3,859,107) (3,185,607)
$ $
12,396,749
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The Rhodes Companies, LLC Information as of 12/31/08 Rhodes Realty, Inc N/A Nevada S-Corp - Sales and Marketing entity for all Nevada Rhodes developments
Legal Entity Name
Operating Entities
Information as of 12/31/08 Rhodes Realty, Inc $ 27,750
ASSETS Cash Cash-Restricted Receivable, net Loan Receivable - Related Parties Due from affiliates and related parties Inventories Property, plant, and equipment, net Land held for investment Investments Pro-shop inventories Deposits and other assets TOTAL ASSETS
18,879
46,629
LIABILITIES $ Lines of credit Secured - Notes payable Insider Claims - Due to affiliates & related parties Insider Claims - Loans payable related party Insider Claims - Loans payable-Stockholder Deferred income Trade Claims - Accounts payable & accrued liabilities Contingent Claims - Customer deposits Hedge Equity TOTAL LIABILITIES & EQUITY $ REVENUE Home sales Golf course Contract sales TOTAL REVENUE COSTS AND EXPENSES Home sales Land sales Contract sales Selling Preopening Costs General & administrative Reclassification Depreciation & amortization Loss on disposal of Fixed Assets Golf operating expenses TOTAL COSTS AND EXPENSES OTHER INCOME (EXPENSE) Loss on construction defect settlement Interest income Interest expense Mark to market, interest rate swap Other, net (Misc. Income; Abandoned Project Cost; Gain/Loss on Sale of Assets) TOTAL OTHER NET INCOME/(LOSS)
1,446,095
187,718
(1,855,860) 46,629
6,603,545 6,603,545
Cash & Cash Equivalents Short Term Assets Long Term Assets (After Impairment) Total Liabilities and Equity Short Term Liabilities Long Term Liabilities Equity Total Liabilities and Equity
27,750 18,879
6,071,194
46,629
263,674
$ $
263,674 268,677
268,677
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Non-Operating/Wind-Down Entities
Information as of 12/31/08 Six Feathers Holdings, LLC
Non-Operating/Wind-Down Entities
Information as of 12/31/08 Six Feathers Holdings, LLC $ -
d/b/a
N/A
Business Description
Associated Developments
N/A
Summary Financial Data 2 Assets Cash & Cash Equivalents Short Term Assets Long Term Assets (After Impairment) Total $ $
Liabilities and Equity Short Term Liabilities Long Term Liabilities Equity Total Liabilities and Equity $ $ -
$ $
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Holding/Investment Entities
Information as of 12/31/08 Legal Entity Name The Rhodes Companies, LLC N/A
Legal Entity Name
Holding/Investment Entities
Information as of 12/31/08 The Rhodes Companies, LLC $ 1,029,472 238,046 1,542,101
d/b/a
Nevada LLC -Holding Company all the Rhodes Homes and related operating entities
ASSETS Cash Cash-Restricted Receivable, net Loan Receivable - Related Parties Due from affiliates and related parties Inventories Property, plant, and equipment, net Land held for investment Investments Pro-shop inventories Deposits and other assets TOTAL ASSETS LIABILITIES Lines of credit Secured - Notes payable Insider Claims - Due to affiliates and related parties Insider Claims - Loans payable related party Insider Claims - Loans payable-Stockholder Deferred income Trade Claims - Accounts payable and accrued liabilities Contingent Claims - Customer deposits Hedge Equity TOTAL LIABILITIES & EQUITY REVENUE Home sales Golf course Contract sales TOTAL REVENUE COSTS AND EXPENSES Home sales Land sales Contract sales Selling Preopening Costs General & administrative Reclassification Depreciation & amortization Loss on disposal of Fixed Assets Golf operating expenses TOTAL COSTS AND EXPENSES OTHER INCOME (EXPENSE) Loss on construction defect settlement Interest income Interest expense Mark to market, interest rate swap Other, net (Misc. Income; Abandoned Project Cost; Gain/Loss on Sale of Assets) TOTAL OTHER NET INCOME/(LOSS)
Business Description
167,519
2,406,094
Associated Developments # of Employees Ownership Structure Sagebrush Enterprises Summary Financial Data 2 Assets Cash & Cash Equivalents Short Term Assets Long Term Assets (After Impairment) Total $ $
N/A 0
149,854,382 150,823,456
1,824,599
Liabilities and Equity Short Term Liabilities Long Term Liabilities Equity Total Liabilities and Equity $ $ 2,406,094 167,519 149,854,382 150,823,456
1,824,599
(20,059)
1,824,599 (220,059)
$ $
(1,604,540)
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Holding/Investment Entities
Information as of 12/31/08 Legal Entity Name Tick, LP
Legal Entity Name
Holding/Investment Entities
Information as of 12/31/08
Tick, LP
d/b/a
N/A
Business Description
ASSETS Cash Cash-Restricted Receivable, net Loan Receivable - Related Parties Due from affiliates and related parties Inventories Property, plant, and equipment, net Land held for investment Investments Pro-shop inventories Deposits and other assets TOTAL ASSETS LIABILITIES Lines of credit Secured - Notes payable Insider Claims - Due to affiliates and related parties Insider Claims - Loans payable related party Insider Claims - Loans payable-Stockholder Deferred income Trade Claims - Accounts payable and accrued liabilities Contingent Claims - Customer deposits Hedge Equity TOTAL LIABILITIES & EQUITY REVENUE Home sales Golf course Contract sales TOTAL REVENUE COSTS AND EXPENSES Home sales Land sales Contract sales Selling Preopening Costs General & administrative Reclassification Depreciation & amortization Loss on disposal of Fixed Assets Golf operating expenses TOTAL COSTS AND EXPENSES OTHER INCOME (EXPENSE) Loss on construction defect settlement Interest income Interest expense Mark to market, interest rate swap Other, net (Misc. Income; Abandoned Project Cost; Gain/Loss on Sale of Assets) TOTAL OTHER NET INCOME/(LOSS)
5,172,764
5,172,764
15,660,092
Associated Developments # of Employees Ownership Structure The Rhodes Companies, LLC Heritage Land Company Summary Financial Data 2 Assets Cash & Cash Equivalents Short Term Assets Long Term Assets (After Impairment) Total $ $
Rhodes Ranch 0
(8,364,770) 5,172,764
5,172,764 5,172,764
69,928
Liabilities and Equity Short Term Liabilities Long Term Liabilities Equity Total Liabilities and Equity $ $ 15,660,092 (8,364,770) 5,172,764
69,928
2,052,630
69,928 2,052,630
$ $
2,052,630 (2,122,558)
(2,122,558)
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Non-Operating/Wind-Down Entities
Information as of 12/31/08 Tribes Holdings, LLC
Non-Operating/Wind-Down Entities
Information as of 12/31/08 Tribes Holdings, LLC $ 80,223 85,223 167,519 48,126
d/b/a
N/A
381,092
Business Description
- Owns Apache Framing LLC, Bravo, Inc, Geronimo Plumbing LLC and Gung-Ho
4,557,164 4,557,164
Associated Developments
N/A
Cash & Cash Equivalents Short Term Assets Long Term Assets (After Impairment) Total
381,092
$ $
Liabilities and Equity Short Term Liabilities Long Term Liabilities Equity Total Liabilities and Equity $ $ 293,136 3,999,252 (1,830,763) 381,092
(2,080,533)
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The Rhodes Companies, LLC Information as of 12/31/08 Tuscany Golf Country Club, LLC N/A Nevada LLC - Golf course & Clubhouse, Owner & Manager
Legal Entity Name
Operating Entities
Information as of 12/31/08 Tuscany Golf Country Club, LLC $ 301,862 38,591
ASSETS Cash Cash-Restricted Receivable, net Loan Receivable - Related Parties Due from affiliates and related parties Inventories Property, plant, and equipment, net Land held for investment Investments Pro-shop inventories Deposits and other assets TOTAL ASSETS
4,224,750
Business Description
LIABILITIES $ Lines of credit Secured - Notes payable Insider Claims - Due to affiliates & related parties Insider Claims - Loans payable related party Insider Claims - Loans payable-Stockholder Deferred income Trade Claims - Accounts payable & accrued liabilities Contingent Claims - Customer deposits Hedge Equity TOTAL LIABILITIES & EQUITY $ REVENUE Home sales Golf course Contract sales TOTAL REVENUE COSTS AND EXPENSES Home sales Land sales Contract sales Selling Preopening Costs General & administrative Reclassification Depreciation & amortization Loss on disposal of Fixed Assets Golf operating expenses TOTAL COSTS AND EXPENSES OTHER INCOME (EXPENSE) Loss on construction defect settlement Interest income Interest expense Mark to market, interest rate swap Other, net (Misc. Income; Abandoned Project Cost; Gain/Loss on Sale of Assets) TOTAL OTHER NET INCOME/(LOSS)
305,168
Tuscany 44
3,524,953 3,524,953
Summary Financial Data 2 Assets Cash & Cash Equivalents Short Term Assets Long Term Assets (After Impairment) Total Liabilities and Equity Short Term Liabilities Long Term Liabilities Equity Total Liabilities and Equity $
4,618,963
29,341
$ $
29,341 (294,312)
(294,312)
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The Rhodes Companies, LLC Information as of 12/31/08 Tuscany Acquisitions II, LLC N/A Nevada LLC - Land holding company
Legal Entity Name
Operating Entities
Information as of 12/31/08 Tuscany Acquisitions II, LLC 1 $ -
ASSETS Cash Cash-Restricted Receivable, net Loan Receivable - Related Parties Due from affiliates and related parties Inventories Property, plant, and equipment, net Land held for investment Investments Pro-shop inventories Deposits and other assets TOTAL ASSETS
LIABILITIES $ Lines of credit Secured - Notes payable Insider Claims - Due to affiliates & related parties Insider Claims - Loans payable related party Insider Claims - Loans payable-Stockholder Deferred income Trade Claims - Accounts payable & accrued liabilities Contingent Claims - Customer deposits Hedge Equity TOTAL LIABILITIES & EQUITY $ REVENUE Home sales Golf course Contract sales TOTAL REVENUE COSTS AND EXPENSES Home sales Land sales Contract sales Selling Preopening Costs General & administrative Reclassification Depreciation & amortization Loss on disposal of Fixed Assets Golf operating expenses TOTAL COSTS AND EXPENSES OTHER INCOME (EXPENSE) Loss on construction defect settlement Interest income Interest expense Mark to market, interest rate swap Other, net (Misc. Income; Abandoned Project Cost; Gain/Loss on Sale of Assets) TOTAL OTHER NET INCOME/(LOSS)
Tuscany 0
Cash & Cash Equivalents Short Term Assets Long Term Assets (After Impairment) Total Liabilities and Equity Short Term Liabilities Long Term Liabilities Equity Total Liabilities and Equity
$ $
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The Rhodes Companies, LLC Information as of 12/31/08 Tuscany Acquisitions III, LLC N/A Nevada LLC - Owns parcel 15 & 23
Legal Entity Name
Operating Entities
Information as of 12/31/08 Tuscany Acquisitions III, LLC 1 $ -
ASSETS Cash Cash-Restricted Receivable, net Loan Receivable - Related Parties Due from affiliates and related parties Inventories Property, plant, and equipment, net Land held for investment Investments Pro-shop inventories Deposits and other assets TOTAL ASSETS
Business Description
LIABILITIES $ Lines of credit Secured - Notes payable Insider Claims - Due to affiliates & related parties Insider Claims - Loans payable related party Insider Claims - Loans payable-Stockholder Deferred income Trade Claims - Accounts payable & accrued liabilities Contingent Claims - Customer deposits Hedge Equity $ TOTAL LIABILITIES & EQUITY REVENUE Home sales Golf course Contract sales TOTAL REVENUE
Tuscany 0
COSTS AND EXPENSES Home sales Land sales Contract sales Selling Preopening Costs General & administrative Reclassification Depreciation & amortization Loss on disposal of Fixed Assets Golf operating expenses TOTAL COSTS AND EXPENSES OTHER INCOME (EXPENSE) Loss on construction defect settlement Interest income Interest expense Mark to market, interest rate swap Other, net (Misc. Income; Abandoned Project Cost; Gain/Loss on Sale of Assets) TOTAL OTHER NET INCOME/(LOSS)
Summary Financial Data 2 Assets Cash & Cash Equivalents Short Term Assets Long Term Assets (After Impairment) Total Liabilities and Equity Short Term Liabilities Long Term Liabilities Equity Total Liabilities and Equity
$ $
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The Rhodes Companies, LLC Information as of 12/31/08 Tuscany Acquisitions IV, LLC N/A Nevada LLC - Owns parcel 16, 10, 11, 14, 6A (exception of 25 lots) and 4 lots in parcel 17
Legal Entity Name
Operating Entities
Information as of 12/31/08 Tuscany Acquisitions IV, LLC 1 $ -
ASSETS Cash Cash-Restricted Receivable, net Loan Receivable - Related Parties Due from affiliates and related parties Inventories Property, plant, and equipment, net Land held for investment Investments Pro-shop inventories Deposits and other assets TOTAL ASSETS
Business Description
LIABILITIES Lines of credit $ Secured - Notes payable Insider Claims - Due to affiliates & related parties Insider Claims - Loans payable related party Insider Claims - Loans payable-Stockholder Deferred income Trade Claims - Accounts payable & accrued liabilities Contingent Claims - Customer deposits Hedge Equity $ TOTAL LIABILITIES & EQUITY REVENUE Home sales Golf course Contract sales TOTAL REVENUE COSTS AND EXPENSES Home sales Land sales Contract sales Selling Preopening Costs General & administrative Reclassification Depreciation & amortization Loss on disposal of Fixed Assets Golf operating expenses TOTAL COSTS AND EXPENSES OTHER INCOME (EXPENSE) Loss on construction defect settlement Interest income Interest expense Mark to market, interest rate swap Other, net (Misc. Income; Abandoned Project Cost; Gain/Loss on Sale of Assets) TOTAL OTHER NET INCOME/(LOSS)
Tuscany 0
100%
Summary Financial Data 2 Assets Cash & Cash Equivalents Short Term Assets Long Term Assets (After Impairment) Total Liabilities and Equity Short Term Liabilities Long Term Liabilities Equity Total Liabilities and Equity
$ $
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The Rhodes Companies, LLC Information as of 12/31/08 Tuscany Acquisitions, LLC N/A Nevada LLC - Land holding company - Parcels 6B, 12 and 25
Legal Entity Name
Operating Entities
Information as of 12/31/08 Tuscany 1 Acquisitions, LLC $ 4,350
ASSETS Cash Cash-Restricted Receivable, net Loan Receivable - Related Parties Due from affiliates and related parties Inventories Property, plant, and equipment, net Land held for investment Investments Pro-shop inventories Deposits and other assets TOTAL ASSETS
49,602,523 391,105
174,975 50,172,953
Business Description
LIABILITIES $ Lines of credit Secured - Notes payable Insider Claims - Due to affiliates & related parties Insider Claims - Loans payable related party Insider Claims - Loans payable-Stockholder Deferred income Trade Claims - Accounts payable & accrued liabilities Contingent Claims - Customer deposits Hedge Equity TOTAL LIABILITIES & EQUITY $ REVENUE Home sales Golf course Contract sales TOTAL REVENUE
8,309,087
31,486,978
31,486,978
Tuscany 0
COSTS AND EXPENSES Home sales Land sales Contract sales Selling Preopening Costs General & administrative Reclassification Depreciation & amortization Loss on disposal of Fixed Assets Golf operating expenses TOTAL COSTS AND EXPENSES OTHER INCOME (EXPENSE) Loss on construction defect settlement Interest income Interest expense Mark to market, interest rate swap Other, net (Misc. Income; Abandoned Project Cost; Gain/Loss on Sale of Assets) TOTAL OTHER NET INCOME/(LOSS)
66,520,344
67,146,297
Cash & Cash Equivalents Short Term Assets Long Term Assets (After Impairment) Total Liabilities and Equity Short Term Liabilities Long Term Liabilities Equity Total Liabilities and Equity
179,325 49,993,628
(718) (2,864,372)
50,172,953
$ $
(33,887,593)
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Holding/Investment Entities
Information as of 12/31/08 Legal Entity Name Wallboard, LP
Legal Entity Name
Holding/Investment Entities
Information as of 12/31/08
Wallboard, LP
d/b/a
N/A
Business Description
- Owns 2 tavern sites in the Southwestern quadrant of the valley - 2.3 Acres
ASSETS Cash Cash-Restricted Receivable, net Loan Receivable - Related Parties Due from affiliates and related parties Inventories Property, plant, and equipment, net Land held for investment Investments Pro-shop inventories Deposits and other assets TOTAL ASSETS LIABILITIES Lines of credit Secured - Notes payable Insider Claims - Due to affiliates and related parties Insider Claims - Loans payable related party Insider Claims - Loans payable-Stockholder Deferred income Trade Claims - Accounts payable and accrued liabilities Contingent Claims - Customer deposits Hedge Equity TOTAL LIABILITIES & EQUITY REVENUE Home sales Golf course Contract sales TOTAL REVENUE COSTS AND EXPENSES Home sales Land sales Contract sales Selling Preopening Costs General & administrative Reclassification Depreciation & amortization Loss on disposal of Fixed Assets Golf operating expenses TOTAL COSTS AND EXPENSES OTHER INCOME (EXPENSE) Loss on construction defect settlement Interest income Interest expense Mark to market, interest rate swap Other, net (Misc. Income; Abandoned Project Cost; Gain/Loss on Sale of Assets) TOTAL OTHER NET INCOME/(LOSS)
200,211
200,211
50,001
Associated Developments # of Employees Ownership Structure The Rhodes Companies, LLC Heritage Land Company Summary Financial Data 2 Assets Cash & Cash Equivalents Short Term Assets Long Term Assets (After Impairment) Total $ $
N/A 0
170,577 200,211
200,211 200,211
14,639
Liabilities and Equity Short Term Liabilities Long Term Liabilities Equity Total Liabilities and Equity $ $ 50,001 170,577 200,211
14,639
5,728
$ $
5,728 (20,367)
14,639 5,728
(20,367)
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The Rhodes Companies, LLC Footnotes Operating Entities Non-Operating/Wind-Down Entities Holding/Investment Entities
1 2
Tuscany Acquisitions I, II, III and IV are consolidated into Tuscany Acquisitions LLC Balance Sheet categorizations assumptions for summary purposes. Assets Cash & Cash Equivalents: Cash, Restricted Cash Short Term Assets: Receivables, Investments, Pro-shop inventories, Deposits & other assets Long Term Assets (After Impairment*): Loan Receivable - Related Parties, Due from affiliates and related parties, Inventories, Property Plant & Equipment, Land Held for Investment * Impairment occurs when the sum of the expected cash flows from the asset is less than the book value of the asset. Accounting practices require that long-term assets be evaluated for impairment. If a reduction is made in the carrying value because of impairment, it is recorded as a loss. Liabilities and Equity Short Term Liabilities: Lines of Credit, Accounts Payable & accrued liabilities, Customer deposits Long Term Liabilities: Notes payable, Due to affiliates and related parties, Loans payable related party, Loans payable-Stockholder, Deferred income, Hedge
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EXHIBIT C
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Location: Features:
Applicable Debtors:
Homes in escrow:
II.
Tuscany Village: Southeastern Las Vegas Gated community; Ted-Robinson-designed 18-hole championship golf course (Debtor-owned); community center and sports complex C&J Holdings Inc. (homeowners' association management company), Rhodes Design and Development Corp. (General Contractor - holds contractor license for Nevada), Rhodes Realty Inc. (sales and marketing entity for all Nevada Rhodes developments), Tuscany Golf Country Club LLC (golf course and clubhouse owner and manager), Tuscany Acquisitions LLC (land holding company: parcels
Location: Features:
Applicable Debtors:
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6B, 12, and 25), Tuscany Acquisitions II LLC (land holding company: parcel 18), Tuscany Acquisitions III LLC (land holding company: parcels 15 and 23), Tuscany Acquisitions IV LLC (land holding company: parcels 6A excluding 25 lots, 10, 11, 14 and 4 lots in parcel 17), Bravo Inc. (framing company for Rhodes projects from 1991 to mid-2006), Gung-Ho Concrete LLC (concrete company), Geronimo Plumbing LLC (plumbing company), Apache Framing LLC (framing company for Rhodes projects from mid-2006 through 2008) Homes in escrow: 10 (4 of which are substantially completed; 6 of which are waiting to begin construction) 15 (including 6 model homes) 353
III.
Pravada / Golden Valley: Mohave County (vicinity of Kingman, Arizona) The current land plan for this development is to be designed around a town center and satellite villages with a golf course. Rhodes Arizona Properties LLC (Holds homes built on Ranchero lots and sells homes for Rhodes in Arizona), Rhodes Homes Arizona LLC (General Contractor holds contractor license for Arizona and is developing Pravada master plan), Pinnacle Grading LLC (grading and excavation company), Bravo Inc. (framing company for Rhodes projects from 1991 to mid-2006), Gung-Ho Concrete LLC (concrete company), Geronimo Plumbing LLC (plumbing company), Apache Framing LLC (framing company for Rhodes projects from mid-2006 through 2008) 4 (fully constructed) 8 (including 4 model homes)
Location: Features:
Applicable Debtors:
IV.
Other Projects (Spanish Hills, X-it, West 57th , Parcel 43, Jarupa, SW 11, SW13):
The Company has 7 other projects located in the Las Vegas area that are in various stages of development. At these projects there were no homes in escrow as of 3/31/09. No homes are constructed. The projects include 102 finished lots, 2 partially finished lots, and 675 entitled/raw lots.
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Debtor entities that provided or are providing services to these projects include: C&J Holdings Inc. (homeowners' association management company), Rhodes Design and Development Corp. (General Contractor - holds contractor license for Nevada), Rhodes Realty Inc. (sales and marketing entity for all Nevada Rhodes developments), Jarupa LLC (was to be development company for Chalkline land incurred product design costs but project abandoned in 2008), Elkhorn Investments Inc. (holding company owns 50% of Elkhorn Partners LP), Elkhorn Partners LP (developed several projects in the late 1990s and early 2000s, including The Reserve and Northern Lights still owns one home), Bravo Inc. (framing company for Rhodes projects from 1991 to mid-2006), Gung-Ho Concrete LLC (concrete company), Geronimo Plumbing LLC (plumbing company), Apache Framing LLC (framing company for Rhodes projects from mid-2006 through 2008), Jackknife LP (land holding company: parcels 13, 33 and 43), Batcave LP (land holding company: owns 45.59 acres adjacent to Durango Drive and I-215), Overflow LP (land holding company: Spanish Hills parcel 5B), Wallboard LP (land holding company: owns 2 tavern sites in the southwestern quadrant of Las Vegas total of 2.3 acres), and Chalkline LP (land holding company: owns 21.08 acres just north of Rhodes Ranch master plan).
DOCS_LA:200556.3