-----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, A/XVd/McPF5eEOVGhIZMdcTXzD6/XVu5idHJlypioO7cjeyrGrhj1n4KMSeqb6ZN 2hZv8pIBuzjQUrHQJACbbQ== 0000745543-97-000005.txt : 19970520 0000745543-97-000005.hdr.sgml : 19970520 ACCESSION NUMBER: 0000745543-97-000005 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970331 FILED AS OF DATE: 19970515 DATE AS OF CHANGE: 19970516 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALL STATE PROPERTIES LP CENTRAL INDEX KEY: 0000745543 STANDARD INDUSTRIAL CLASSIFICATION: 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: 97610057 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 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 MARCH 31, 1997 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.) P.O. Box 5524, Fort Lauderdale, FL 33310-5524 (Address of principal executive offices) (Zip Code) 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 March 31, 1997 Limited Partnership Units 3,118,303 Units ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) * * * * * * * * * * * * * * * * * * * FINANCIAL STATEMENTS AND SCHEDULES NINE MONTHS ENDED MARCH 31, 1997 Page 1 ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) I N D E X ITEM DESCRIPTION NUMBER Index 1 Part I Financial Information: Condensed Balance Sheets - March 31, 1997 and June 30, 1996 2 Condensed Statements of Operations - Three Months and Nine Months ended March 31, 1997 and 1996 3 Condensed Statements of Cash Flows - Nine Months ended March 31, 1997 and 1996 4 Notes to Condensed Financial Statements - March 31, 1997 and 1996 5 Management's Discussion and Analysis of the Financial Condition and Results of Operations - March 31, 1997 6 Condensed Financial Information for City Planned Communities and Unicom Partnership, Ltd., 50% and 49-1/2% owned Real Estate Partnerships, respectively - March 31, 1997 and March 31, 1996 7 Exhibit - Computation of Loss per Partner- ship Unit - Nine Months ended March 31, 1997 and 1996 8 Exhibit 27 Financial Data Schedule for the Quarters ended March 31, 1997, December 31, 1996 and September 30, 1996 9 Part II Other Information 10 Signatures 11 Page 2 ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) CONDENSED BALANCE SHEETS MARCH 31, 1997 AND JUNE 30, 1996 (UNAUDITED) MARCH JUNE 31ST 30TH Assets 1 9 9 7 1 9 9 6 (UNAUDITED) (UNAUDITED) Cash $ 85 $ 1,717 Receivables 1,210 1,720 Real estate and construction in progress (not in excess of net realizable value) 42,968 217,036 Other assets 5,303 2,438 ____________ ____________ Total Assets $ 49,566 $ 222,911 ============ ============ Liabilities and Partners' Capital (Deficit) Liabilities: Notes payable - related party $ 65,266 $ 60,765 Notes payable 471,162 452,595 Accounts payable and other liabilities 99,539 275,294 4% convertible subordinated debentures due 1989 2,416,994 2,368,181 Partnership distribution 252,496 252,496 ____________ ____________ $ 3,305,457 $ 3,409,331 ____________ ____________ Deficiency in real estate joint venture $ 940,204 $ 875,354 ____________ ____________ Partners' Deficit $ (3,984,219) $ (3,854,095) Notes receivable - officers/partners (211,876) (207,679) ____________ ____________ $ (4,196,095) $ (4,061,774) ____________ ____________ Total Liabilities and Partners' Capital (Deficit) $ 49,566 $ 222,911 ============ ============ See notes to financial statements. Page 3 ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) CONDENSED STATEMENTS OF OPERATIONS THREE MONTHS AND NINE MONTHS ENDED MARCH 31, 1997 AND 1996 THREE MONTHS ENDED NINE MONTHS ENDED MARCH 31, MARCH 31, 1 9 9 7 1 9 9 6 1 9 9 7 1 9 9 6 REVENUES: Sale of real estate $ - $ - $ 242,500 $ 72,500 Less costs of sale - - 177,761 92,126 ___________ ___________ ___________ ___________ Gross Profit $ - $ - $ 64,739 $ (19,626) ___________ ___________ ___________ ___________ Partnership loss $ (17,550) $ (24,600) $ (64,850) $ (63,600) Other income 1,845 6,062 14,283 20,774 ___________ ___________ ___________ ___________ $ (15,705) $ (18,538) $ (50,567) $ (42,826) ___________ ___________ ___________ ___________ Total Net Revenues (Expenses) $ (15,705) $ (18,538) $ 14,172 $ (62,452) ___________ ___________ ___________ ___________ COST AND EXPENSES: Selling, general and administrative $ 28,756 $ 31,345 $ 69,845 $ 128,488 Interest 24,399 24,385 74,451 76,916 ___________ ___________ ___________ ___________ $ 53,155 $ 55,730 $ 144,296 $ 205,404 ___________ ___________ ___________ ___________ NET LOSS $ (68,860) $ (74,268) $ (130,124) $ (267,856) =========== =========== =========== =========== NET LOSS INCOME PER PARTNERSHIP UNIT AFTER EXTRAORDINARY ITEM (0.02) (0.02) (0.04) (0.08) =========== =========== =========== =========== CASH DISTRIBUTIONS PER UNIT NONE NONE NONE NONE ==== ==== ==== ==== See notes to financial statements. Page 4 ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) CONDENSED STATEMENTS OF CASH FLOWS NINE MONTHS ENDED MARCH 31, 1997 AND 1996 (UNAUDITED) 1 9 9 7 1 9 9 6 CASH FLOW FROM OPERATING ACTIVITIES: Cash from sale of real estate $ 242,500 $ 72,500 Cash received from other activities 5,301 16,579 Cash paid for selling, general and administrative expenses (229,106) (68,106) Interest paid - (9,076) ___________ ___________ Net Cash Provided by Operating Activities $ 18,695 $ 11,897 ___________ ___________ CASH FLOW FROM FINANCING ACTIVITIES: Proceeds (Repayment) from mortgage and note payable $ (20,327) $ (45,126) Repayment of notes receivable - related party - 19,847 ___________ ___________ Net Cash Used by Financing Activities $ (20,327) $ (25,279) ___________ ___________ NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ (1,632) $ (13,382) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,717 14,797 ___________ ___________ CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 85 $ 1,415 =========== =========== RECONCILIATION OF NET LOSS TO NET CASH PROVIDED BY OPERATING ACTIVITIES: Net Loss $ (130,124) $ (267,856) ___________ ___________ CHANGES IN ASSETS AND LIABILITIES: (Increase) Decrease in accounts receivable and other assets $ (2,355) $ 3,893 Increase in accrued interest receivable (4,197) (4,195) Decrease in equity in partnerships 64,850 63,600 Decrease in cost of real estate 174,068 130,997 (Decrease) increase in accounts payable and accrued expenses (175,755) 17,618 Increase in 4% convertible debentures interest 48,813 48,813 Increase in notes payable and accrued interest 43,395 19,027 ___________ ___________ Total adjustments $ 148,819 $ 279,753 ___________ ___________ NET CASH PROVIDED BY OPERATING ACTIVITIES $ 18,695 $ 11,897 =========== =========== See notes to financial statements. Page 5 ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) NOTES TO CONDENSED FINANCIAL STATEMENTS MARCH 31, 1997 AND 1996 (UNAUDITED) 1. The financial statement information for the nine months ended March 31, 1997 and 1996 is unaudited. However, the information contained therein reflects all adjustments which are, in the opinion of management, necessary to present a fair statement of the results of the interim period. On November 3, 1986, Wimbledon Development Ltd. (a limited partnership) was formed to construct and sell condominium units on land acquired from All-State Properties L.P. (hereafter "the Company"). The Company has a 99% limited partnership interest in Wimbledon Development Ltd. and the remaining ownership is being held by a corporation controlled by the president of the Company. The Corporation is the general partner of the partnership and is responsible for the management of Wimbledon Development Ltd. The Company includes in its accounts the assets, liabilities, revenues and expenses of Wimbledon Development Ltd. All significant intercompany accounts and transactions have been eliminated. 2. On September 20, 1984 the stockholders of All-State Properties Inc. ("All-State") approved a plan of liquidation. Pursuant to the plan, All- State distributed its interest in City Planned Communities ("CPC") and its other assets to a limited partnership, All-State Properties L.P., in exchange for units of limited partnership interest which were then distributed to the stockholders. The liquidation of All-State Properties Inc. and the related transfer of assets and liabilities to the new limited partnership was accounted for under the pooling of interest method. Under this method all assets and liabilities were transferred to the newly formed limited partnership at historical costs. Prior to the transfer, All-State acquired 1,240,700 shares of its common stock from its largest stockholder. The acquisition of these shares resulted in a charge to stockholders' equity of $5,250,000 which caused the newly-formed limited partnership to commence operations with a negative partners' capital account. This negative partners' capital will be eliminated as income is recognized from CPC. 3. Unicom Partnership, Ltd. ("Unicom") (a limited partnership) was formed in October, 1986 to acquire land from CPC for the purpose of constructing and operating a 324 unit adult rental retirement project. All-State and entities under common control with other partners of CPC have a 99% limited partnership interest in Unicom. Accordingly, the beneficial owners of Unicom are substantially the same as those of CPC. Therefore, the financial statements for CPC and Unicom are presented on a combined basis to offer a complete representation of the related entities. Page 6 ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS MARCH 31, 1997 FINANCIAL CONDITION Registrant's source of working capital consists of cash received from borrowings and loans received from its 50% joint venture, CPC. No cash was available for distribution during the nine months ended March 31, 1997. As of March 31, 1997, in consideration of cash advances made and services rendered by certain individuals to Unicom, Unicom agreed to distribute 26.76% (including 5% to the general partner of the Company) of any of its cash that becomes available for distribution, to those individuals. The balance of cash that becomes available from each distribution wil be used to repay CPC. After CPC has been repaid in full and the aforementioned individuals have received their share of each distribution, remaining cash will then be distributed as follows: 1.00% to the general partner 49.50% to the other partner in Unicom 7.50% to certain individuals who made cash advances on behalf of the Company 42.00% to the Company _______ 100.00% _______ In addition, CPC assigned 7.842% of any of its cash that becomes available for distribution to certain individuals for funds advanced by them to CPC. Certain individuals advanced funds to the Company. In consideration of those advances, the Company assisgned to those individuals 12.68% of distributions received by it from CPC, after deducting the amounts necessary to repay the funds advanced to them. The net loss for the nine months ended March 31, 1997, as opposed to the nine months ended March 31, 1996, decreased by 51% as a result of the increase in the sale of condominium units from inventory. Page 7 CONDENSED FINANCIAL INFORMATION FOR REAL ESTATE PARTNERSHIPS MARCH 31, 1997 CITY PLANNED COMMUNITIES AND UNICOM PARTNERSHIP, LTD. CONDENSED COMBINED BALANCE SHEETS MARCH 31, 1997 AND JUNE 30, 1996 (UNAUDITED)
MARCH JUNE 31, 1997 30, 1996 ASSETS: Property and equipment - net of depreciation $ 27,972,230 $ 28,564,402 Cash 795,880 1,064,575 Cash - restricted 663,623 592,798 Real estate held for sale (cost) 9,666 9,666 Deferred and prepaid expenses 1,681,621 1,337,190 Other assets 94,742 298,282 Note receivable - related party 65,266 - ____________ ____________ Total $ 31,283,028 $ 31,866,913 ============ ============ LIABILITIES AND PARTNERS' CAPITAL: Mortgage payable, including accrued interest $ 27,542,985 $ 27,680,139 Accounts payable and other liabilities 1,389,162 1,186,790 Notes payable - related parties 4,523,456 4,758,247 Notes payable - non-interest bearing 190,000 208,555 Unamortized interest mortgage modification 2,411,598 2,453,679 Note payable 165,268 695,780 Partners' capital (deficit) (4,939,441) (5,116,277) ____________ ____________ Total $ 31,283,028 $ 31,866,913 ============ ============
CONDENSED COMBINED PROFIT AND LOSS INFORMATION THREE MONTHS AND NINE MONTHS ENDED MARCH 31, 1997 AND 1996 (UNAUDITED)
THREE MONTHS ENDED NINE MONTHS ENDED MARCH 31, MARCH 31, 1 9 9 7 1 9 9 6 1 9 9 7 1 9 9 6 REVENUES: Rental $ 2,634,324 $ 2,550,463 $ 7,804,035 $ 7,580,287 Interest and other 18,799 19,171 57,755 102,508 ___________ ___________ ___________ ___________ Total $ 2,653,123 $ 2,569,634 $ 7,861,790 $ 7,682,795 ___________ ___________ ___________ ___________ EXPENSES: General and administrative $ 1,419,577 $ 1,407,069 $ 4,501,401 $ 4,320,809 Interest 616,060 629,007 1,859,984 1,953,223 Depreciation and amortization 228,400 236,200 685,200 696,000 Taxes and insurance 203,095 215,361 638,369 713,444 ___________ ___________ ___________ ___________ $ 2,467,132 $ 2,487,437 $ 7,684,954 $ 7,683,476 ___________ ___________ ____________ ___________ NET PROFIT (LOSS) $ 185,991 $ 82,197 $ 176,836 $ (681) =========== =========== =========== ===========
See notes to financial statements. Page 8 ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) EXHIBIT - COMPUTATION OF LOSS PER PARTNERSHIP UNIT NINE MONTHS END MARCH 31, 1997 AND 1996 (UNAUDITED) 1 9 9 7 1 9 9 6 Partnership units outstanding 3,118,303 3,118,303 =========== ============ Net Loss $ (130,124) $ (267,856) ============ ============ Net Loss Per Partnership Unit $ (0.04) $ (0.08) ============ ============ See notes to financial statements. Page 9 ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) EXHIBIT 27 - FINANCIAL DATA SCHEDULE AS OF AND FOR THE PERIODS ENDED MARCH 31, 1997, DECEMBER 31, 1996 AND SEPTEMBER 30, 1996 UNAUDITED NINE MONTHS SIX MONTHS THREE MONTHS ENDED ENDED ENDED MARCH 31, DECEMBER 31, SEPTEMBER 30, 1997 1996 1996 Cash $ 85 $ 4,817 $ 8,423 Receivables 1,210 3,485 2,930 Real estate held for sale and development 42,968 42,968 105,635 Total assets 49,566 55,843 121,833 Notes payable 536,428 487,597 528,886 Convertible subordinated debentures 2,416,994 2,400,723 2,384,452 Partners' deficit (3,984,219) (3,915,359) (3,846,590) Total liabilities and partners' (deficit) 49,566 55,843 121,833 Net sales of real estate 242,500 242,500 175,000 Total revenues 191,933 207,638 157,205 Cost of real estate sold 177,761 177,761 108,419 Total cost and expenses 322,057 268,902 149,700 Net income (loss) (130,124) (61,264) 7,505 Income (loss) per partnership unit (O.04) (0.02) 0.00 Page 10 ALL-STATE PROPERTIES L.P. PART II - OTHER INFORMATION ITEM 1 - Legal Proceedings Registrant is not involved in any legal proceedings that would have a material effect on the financial condition of Registrant. ITEM 2 - Changes in Securities There were no changes in the right of limited partners during the quarter covered by this report. ITEM 3 - Defaults Upon Senior Securities There were no defaults by Registrant on its senior securities during the quarter covered by this report. ITEM 4 - 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 5 - Other Information None. ITEM 6 - Exhibits and Reports on Form 8-K (a) Exhibit - Computation of earnings per partnership unit. Page 11 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 R. ROSENTHAL General Partner Dated: May 14, 1997 -----END PRIVACY-ENHANCED MESSAGE-----