-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Jt74v1/r2Rdi5U4OT8yrTF0Wv+hkA1OJBsT6D0Q5n/ruIycX5h1hgv6eTvjN0Y29 SjKHrURpZTUv6yePxpa/eA== 0000745543-03-000002.txt : 20030226 0000745543-03-000002.hdr.sgml : 20030226 20030226141309 ACCESSION NUMBER: 0000745543-03-000002 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20021231 FILED AS OF DATE: 20030226 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALL STATE PROPERTIES LP CENTRAL INDEX KEY: 0000745543 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 592399204 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-12895 FILM NUMBER: 03580656 BUSINESS ADDRESS: STREET 1: 5500 NW 69TH AVENUE CITY: LAUDERHILL STATE: FL ZIP: 33319 BUSINESS PHONE: 3057356300 MAIL ADDRESS: STREET 1: PO BOX 5524 CITY: FORT LAUDERDALE STATE: FL ZIP: 33310-5524 10-Q 1 decrpt.txt ALLSTATE PROPERTIES LP 10-Q 12/31/2002 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR QUARTER ENDED DECEMBER 31, 2002 COMMISSION FILE NUMBER 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.) 5500 NW 69th Avenue, Lauderhill, FL 33319 (Address of principal executive offices) (Zip Code) Mailing address: P.O. Box 5524,Fort Lauderdale, FL 33310-5524 Registrant's telephone number, including area code (954) 572-2113 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 Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO Indicate the number of limited partnership units outstanding as of the latest practicable date. Class Outstanding at December 31, 2002 Limited Partnership Units 3,118,303 Units ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) * * * * * * * * * * * * * * FINANCIAL STATEMENTS AND SCHEDULES SIX MONTHS ENDED DECEMBER 31, 2002 Page 1 ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) I N D E X ITEM DESCRIPTION NUMBER PART I Index 1 Independent Accountant?s Report 2 Financial Information: Condensed Balance Sheets -December 31, 2002 and June 30, 2002 3 Condensed Statements of Income - Three Months and Six Months ended December 31, 2002 and 2001 4 Condensed Statements of Cash Flows - Six Months ended December 31, 2002 and 2001 5-6 Financial Data Schedule 7 Notes to Condensed Financial Statements - December 31, 2002 and 2001 8-9 Management's Discussion and Analysis of the Financial Condition and Results of Operations ? December 31, 2002 10-11 Condensed Financial Information for Tunicom LLC ? December 31, 2002 and June 30, 2002 12-13 Exhibit - Computation of Income (Loss) per Partnership Unit ? three months and six months ended December 31, 2002 and 2001 14 PART II Other Information 15 Signatures 16 Page 2 FREEMAN BUCZYNER & GERO 1 SE THIRD AVENUE SUITE 2120 MIAMI, FLORIDA 33131 305-375-0766 INDEPENDENT ACCOUNTANT?S REPORT To the Partners All-State Properties, L.P. Lauderhill, Florida We have reviewed the condensed balance sheet of All-State Properties L.P. as of December 31, 2002 and the related condensed statements of income for the three-month and six-month periods ended December 31, 2002 and 2001 and cash flows for the six-month periods ended December 31, 2002 and 2001. These financial statements are the responsibility of the partnership?s management. We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the condensed financial statements referred to above for them to be in conformity with accounting principles accepted in the United States of America. We have previously audited, in accordance with auditing standards generally accepted in the United States of America, the balance sheet as of June 30, 2002, and the related statements of income, partners? capital and cash flows for the year then ended (not presented herein); and in our report dated September 12, 2002, we expressed an unqualified opinion on those financial statements. In our opinion, the information set forth in the accompanying condensed balance sheet as of June 30, 2002, is fairly stated, in all material respects, in relation to the balance sheet from which it has been derived. Page 2 (2 OF 2) FREEMAN BUCZYNER & GERO 1 SE THIRD AVENUE SUITE 2120 MIAMI, FLORIDA 33131 305-375-0766 INDEPENDENT ACCOUNTANT?S REPORT (CONTINUED) Our review was made for the purpose of expressing limited assurance that there are no material modifications that should be made to the financial statements in order for them to be in conformity with generally accepted accounting principles. The information included in the accompanying financial data schedule, appearing on page 7, condensed financial information for Tunicom LLC, appearing on pages 12 and 13, and the exhibit indicating the computation of earnings per partnership unit, appearing on page 14, is presented only for supplementary analysis purposes. Such information has been subjected to the inquiry and analytical procedures applied in the review of the basic financial statements, and we are not aware of any material modifications that should be made thereto. Freeman, Buczyner & Gero February 14, 2003 Page 3 ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) CONDENSED BALANCE SHEETS DECEMBER 31, 2002 AND JUNE 30, 2002 (UNAUDITED) DECEMBER JUNE 31ST 30TH Assets 2 0 0 2 2 0 0 2 Cash $ 7,976 $ 34,348 Other assets 1,210 1,210 Investments in real estate partnerships 302,462 309,664 Total Assets $ 311,648 $ 345,222 Liabilities and Partners' Capital Liabilities: Accounts payable and other liabilities $ 17,817 $ 24,173 Partnership distributions payable 21,125 11,934 Deferred revenue ? related party 68,207 68,207 $ 107,149 $ 104,314 Partners' Capital $ 396,533 $ 430,145 Notes receivable - officers/partners (192,034) (189,237) $ 204,499 $ 240,908 Total Liabilities and Partners' Capital $ 311,648 $ 345,222 See accompanying notes and accountant?s review report. Page 4 ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) CONDENSED STATEMENTS OF INCOME THREE MONTHS AND SIX MONTHS ENDED DECEMBER 31, 2002 AND 2001 (UNAUDITED)
THREE MONTHS ENDED SIX MONTHS ENDED DECEMBER 31, DECEMBER 31, 2 0 0 2 2 0 0 1 2 0 0 2 2 0 0 1 REVENUES: Profit (loss) from real estate part- nerships $ (4,186) $ (1,766) $ (7,202) $ (1,766) Other income 1,410 1,827 2,841 4,657 $ (2,776) $ 61 $ (4,361) $ 2,891 COST AND EXPENSES: Selling, general and administrative $ 25,590 $ 4,159 $ 29,251 $ 29,130 NET INCOME (LOSS) $ (28,366) $ (4,098) $ (33,612) $ (26,239) NET (LOSS) INCOME PER PARTNERSHIP UNIT (0.01) (0.00) (.01) (.01) CASH DISTRIBUTIONS PER UNIT NONE NONE NONE NONE
See accompanying notes and accountant?s review report. Page 5 ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) CONDENSED STATEMENTS OF CASH FLOWS SIX MONTHS ENDED DECEMBER 31, 2002 AND 2001 (UNAUDITED) 2 0 0 2 2 0 0 1 CASH FLOW FROM OPERATING ACTIVITIES: Interest income - collected $ 45 $ 1,852 Cash paid for selling, general and administrative expenses (26,417) (30,607) Net Cash Provided (Consumed) by Operating Activities $ (26,372) $ (28,755) CASH FLOW FROM INVESTING ACTIVITIES PARTNERSHIP AND PARTNERS ? NET $ - (303,542) NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ (26,372) $ (332,297) CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 34,348 402,042 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 7,976 $ 69,745 RECONCILIATION OF NET INCOME(LOSS) TO NET CASH PROVIDED(CONSUMED)BY OPERATING ACTIVITIES: Net Income (Loss) $ (33,612) $ (26,239) See accompanying notes and accountant?s review report. Page 6 ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) CONDENSED STATEMENTS OF CASH FLOWS SIX MONTHS ENDED DECEMBER 31, 2002 AND 2001 2 0 0 2 2 0 0 1 ADJUSTMENTS TO RECONCILE NET INCOME (LOSS)TO NET CASH PROVIDED(CONSUMED) BY OPERATING ACTIVITIES: (Income) Loss of real estate part- nerships $ 7,202 $ 1,766 Changes in Assets and Liabilities: Increase in partnership distribution payable 9,191 - Increase in accrued interest receivable (2,797) (2,805) (Decrease) increase in accounts payable (6,356) (1,477) Total adjustments $ 7,240 $ (2,516) NET CASH PROVIDED (CONSUMED) BY OPERATING ACTIVITIES $ (26,372) $ (28,755) See accompanying notes and accountant?s review report. Page 7 ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) FINANCIAL DATA SCHEDULE SIX MONTHS ENDED DECEMBER 31, 2002 AND THREE MONTHS ENDED SEPTEMBER 30, 2002 DECEMBER 31, SEPTEMBER 30, 2 0 0 2 2 0 0 2 EXHIBIT Cash $ 7,976 $ 17,253 Receivables 1,210 1,210 Investment in real estate partnerships 302,462 306,648 Total Assets $ 311,648 $ 325,111 Accounts payable 17,817 10,706 Partnership distribution payable 21,125 11,934 Deferred revenue ? related party 68,207 68,207 Partners' Capital 396,533 424,900 Notes receivable ? officers /partners (192,034) (190,636) Total Liabilities and Partners' Capital $ 311,648 $ 325,111 Total Revenues $ (4,361) $ (1,585) Total Cost and Expenses 29,251 3,661 Net Loss $ (33,612) $ (5,246) Income Per Partnership Unit (0.01) 0.00 See accompanying notes and accountant?s review report. Page 8 ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) NOTES TO CONDENSED FINANCIAL STATEMENTS SIX MONTHS ENDED DECEMBER 31, 2002 AND 2001 1. ORGANIZATION AND OPERATIONS All-State Properties L.P. (a limited partnership) (the Company) was organized under the Revised Uniform Limited Partnership Act of Delaware on April 27, 1984 to conduct the business formerly carried on by a predecessor corporation, All-State Properties, Inc. (the Corporation). Pursuant to a Plan of Liquidation adopted by shareholders of the Corporation on September 30, 1984, the Corporation transferred substantially all of its assets to All-State Properties L.P., and the Corporation distributed such limited partnership interest to its shareholders. The Company?s principal business has been land development and the construction and sale of residential housing in Broward County, Florida. However, it has substantially completed its land development activities and the sale of residential housing. Its present activities are: Through a 36.12% owned Florida limited liability corporation, Tunicom LLC (Tunicom) (formerly known as Unicom Partnership Ltd.) the Company was engaged in the operation of a 324-unit adult rental apartment project that was sold during the year ended June 30, 2001. Through a 50% owned real estate joint venture, City Planned Communities (CPC), the Company was engaged in the development and sale of commercial and residential land. City Planned Community was liquidated on July 1, 2001. It also was involved in the construction and sale of residential condominiums through a 99% owned limited partnership interest in Wimbledon Development Ltd. As of June 30, 2000, all the land and condominiums owned by Wimbledon have been sold. Page 9 ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) NOTES TO CONDENSED FINANCIAL STATEMENTS SIX MONTHS ENDED DECEMBER 31, 2002 AND 2001 2. TUNICOM LLC ? OPERATIONS On August 16, 2000, Tunicom sold the adult rental retirement facility, including the real property and certain tangible and intangible assets, for a purchase price of $47,159,295. After giving effect to a deposit of $4,500,000 previously accounted for, the existing mortgage in the amount of $26,720,254 and various adjustments, Tunicom received net proceeds of $16,379,732. Tunicom distributed $16,200,000 to its partners and All-State Properties, L.P.?s share was approximately $5,800,000, which was used to pay the Company?s outstanding debentures and accrued interest in the amount of $2,638,324 and liabilities in the amount of $769,038. Tunicom retained approximately five acres of the adult retirement facility and is currently developing the property for future sale of the site as an assisted living facility. Page 10 ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) MANAGEMENT?S DISCUSSION AND ANALYSIS OF THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS DECEMBER 31, 2002 FINANCIAL CONDITION Registrant?s source of working capital consists of cash received from Tunicom. No cash was available for distribution during the six months ended December 31, 2002. Presently, the cash flow that becomes available for distribution will be distributed as follows: 3.49% to the non-partner distributees As to the partners: 1.00% to F. Trace, Inc., the former general partner of Tunicom 23.27% to the newly admitted limited partners 36.12% to Newnel Partnership 36.12% to the Company (including 3.60% given to certain indivi- duals who made cash advances to Tunicom on behalf of the Company) 100.00% As previously reported, Tunicom L.L.C. (?Tunicom?) sold the adult retirement community known as Forest Trace and retained approximately five acres for sale as a site for an assisted living facility. This represents Tunicom?s sole remaining asset. After the sale of Forest Trace, Tunicom negotiated with the buyer of Forest Trace for the sale of the five-acre parcel at a purchase price of $1,000,000. When the buyer of Forest Trace advised Tunicom that it had no interest in acquiring the five- acre parcel, Tunicom sought an alternate purchaser. Tunicom has now entered into an agreement of purchase and sale to sell the property for a price between $1,700,000 and $2,0000,000, depending upon an appraisal. Closing the transaction at that price, however, is contingent upon seller obtaining at its cost all governmental approvals required before a building permit can be issued and the availability of financing acceptable to buyer. Partners of Tunicom (with All-State Properties L.P. and its general partner abstaining) representing a majority interest in Tunicom voted to approve the transaction and the payment at Page 11 ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) MANAGEMENT?S DISCUSSION AND ANALYSIS OF THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS DECEMBER 31, 2002 FINANCIAL CONDITION (CONTINUED) closing of a fee in the amount of $250,000, to All-State Properties L.P.?s general partner for accomplishing the obtaining of all of the necessary approvals, governmental and otherwise, required under the agreement of purchase and sale and for assisting the buyer in securing the required financing. The general partner of All-State Properties L.P. is the president of the manager of Tunicom. As a condition of the sale, the buyer has also insisted that All-State Properties L.P.?s general partner agree to manage the facility once built. There can be no assurance that the transaction contemplated by the agreement of purchase and sale will close. Page 12 CONDENSED FINANCIAL INFORMATION FOR REAL ESTATE PARTNERSHIPS TUNICOM LLC CONDENSED COMBINED BALANCE SHEETS AS OF DECEMBER 31, 2002 AND JUNE 30, 2002 (UNAUDITED)
DECEMBER 31, JUNE 30, 2 0 0 2 2 0 0 2 ASSETS: Property and equipment ? land and improvements $ 738,008 $ 723,410 Cash 69,959 112,719 Deferred and prepaid expenses 30,025 30,025 Total $ 837,992 $ 866,154 LIABILITIES AND PARTNERS? CAPITAL: Accounts payable and other liabilities $ 612 $ 8,835 Partners? capital 837,380 857,319 Total $ 837,992 $ 866,154
See accompanying notes and accountant?s review report. Page 13 CONDENSED FINANCIAL INFORMATION FOR REAL ESTATE PARTNERSHIPS TUNICOM LLC CONDENSED COMBINED PROFIT AND LOSS INFORMATION THREE MONTHS AND SIX MONTHS ENDED DECEMBER 31, 2002 AND 2001 (UNAUDITED)
THREE MONTHS ENDED SIX MONTHS ENDED DECEMBER 31, DECEMBER 31, 2 0 0 2 2 0 0 1 2 0 0 2 2 0 0 1 REVENUES: Interest and other $ 175 $ 291 $ 428 $ 896 Total income $ 175 $ 291 $ 428 $ 896 EXPENSES: General and administrative $ 9,192 $ 1,245 $ 14,794 $ 2,385 Taxes and insurance 2,573 1,700 5,573 3,400 Total expenses $ 11,765 $ 2,945 $ 20,367 $ 5,785 NET PROFIT (LOSS) $ (11,590) $ (2,654) $ (19,939) $ (4,889)
See accompanying notes and accountant?s review report. Page 14 ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) EXHIBIT - COMPUTATION OF INCOME (LOSS) PER PARTNERSHIP UNIT SIX MONTHS ENDED DECEMBER 31, 2002 AND 2001 2 0 0 2 2 0 0 1 Partnership units outstanding 3,118,303 3,118,303 Net Income (Loss) $ (33,612) $ (26,239) Net Income (Loss) Per Partnership Unit $ (0.01) $ (0.01) See accompanying notes and accountant?s review report. Page 15 ALL-STATE PROPERTIES L.P. PART II - OTHER INFORMATION ITEM 1 ? Changes in Securities There were no changes in the right of limited partners during the quarter covered by this report. ITEM 2 - Defaults Upon Senior Securities There were no defaults by Registrant on its senior securities during the quarter covered by this report. ITEM 3 - Submission of Matters to Vote of Security Holders No matters were submitted during the quarter covered by this report to a vote of limited partners. ITEM 4 ? Exhibits and Reports on Form 8-K (a) Exhibit ? Computation of earnings per partnership unit. (b) Exhibit ? Form 8-K filed October 8, 1999, incorporated by reference. (c) Exhibit ? Form 8-K filed August 16, 2000. Page 16 SIGNATURES Pursuant to the requirement of the Securities Exchange Act of 1934, 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 ROSENTHAL General Partner Dated: February 21, 2003
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