-----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, SZpJnpuhYVP8MGv6TQ6ZHk1cN+xpiwZGG07jsMDIiK8ipIYYcx+Z6AMwIzd4ewl6 E5qYYwnWrKmWmA7ZpcRefg== 0000745543-98-000002.txt : 19980306 0000745543-98-000002.hdr.sgml : 19980306 ACCESSION NUMBER: 0000745543-98-000002 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980305 SROS: NONE 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: SEC FILE NUMBER: 000-12895 FILM NUMBER: 98558473 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 DECEMBER 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.) 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, 1997 Limited Partnership Units 3,118,303 Units ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) * * * * * * * * * * * * * * FINANCIAL STATEMENTS AND SCHEDULES SIX MONTHS ENDED DECEMBER 31, 1997 Page 1 ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) I N D E X ITEM DESCRIPTION NUMBER PART I Index 1 Financial Information: Condensed Balance Sheets - December 31, 1997 and June 30, 1997 2 Condensed Statements of Operations - Three Months and Six Months ended December 31, 1997 and 1996 3 Condensed Statements of Cash Flows - Six Months ended December 31, 1997 and 1996 4 Financial Data Schedule 5 Notes to Condensed Financial Statements - December 31, 1997 and 1996 6 Management's Discussion and Analysis of the Financial Condition and Results of Operations - December 31, 1997 7 Condensed Financial Information for City Planned Communities and Unicom Partnership, Ltd., 50% and 49-1/2% owned Real Estate Partnerships, respectively - December 31, 1997, 1996 and June 30, 1997 8-9 Exhibit - Computation of Income (Loss) per partnership Unit - six months ended December 31, 1997 and 1996 10 PART II Other Information 11 Signatures 12 Page 2 ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) CONDENSED BALANCE SHEETS DECEMBER 31, 1997 AND JUNE 30, 1997 (UNAUDITED) DECEMBER JUNE 31, 1997 30, 1997 Assets Cash $ 5,688 $ 13,432 Real estate and construction in progress (not in excess of net realizable value) 12,000 12,000 Other assets 3,421 3,374 Total Assets $ 21,109 $ 28,806 Liabilities and Partners' Capital (Deficit) Liabilities: Notes payable - related party $ 151,520 $ 66,760 Notes payable 369,773 427,117 Accounts payable and other liabilities 111,601 100,613 4% convertible subordinated debentures due 1989 2,465,807 2,433,265 Partnership distributions payable 252,496 252,496 $ 3,351,197 $ 3,280,251 Deficiency in real estate joint venture $ 993,186 $ 957,886 Partners' Deficit $ (4,107,204) $ (3,996,058) Notes receivable - officers/partners (216,070) (213,273) $ (4,323,274) $ (4,209,331) Total Liabilities and Partners' Capital (Deficit) $ 21,109 $ 28,806 See notes to financial statements. Page 3 ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) CONDENSED STATEMENTS OF OPERATIONS THREE MONTHS AND SIX MONTHS ENDED DECEMBER 31, 1997 AND 1996 UNAUDITED THREE MONTHS ENDED SIX MONTHS ENDED DECEMBER 31, DECEMBER 31, 1 9 9 7 1 9 9 6 1 9 9 7 1 9 9 6 REVENUES: Sale of real estate $ - $ 67,500 $ - $ 242,500 Less cost of sale - 69,342 - 177,761 Gross Profit $ - $ (1,842) $ - $ 64,739 Partnership loss $ (11,700) $ (23,300) $ (35,300) $ (47,300) Other income 2,293 6,233 5,260 12,438 $ (9,407) $ (17,067) $ (30,040) $ (34,862) Total Net Revenues (Expenses) $ (9,407) $ (18,909) $ (30,040) $ 29,877 COST AND EXPENSES: Selling, general and ad- ministra- tive $ 16,696 $ 25,013 $ 31,055 $ 41,089 Interest 25,680 24,847 50,051 50,052 $ 42,376 $ 49,860 $ 81,106 $ 91,141 NET LOSS $ (51,783) $ (68,769) $ (111,146) $ (61,264) NET(LOSS)IN- COME PER PARTNERSHIP UNIT (0.02) (0.02) (0.04) (0.02) CASH DISTRIBU- TIONS 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 SIX MONTHS ENDED DECEMBER 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 Cash received from other activities 47,734 7,876 Cash paid for selling, general and administrative expenses (20,114) (196,949) Interest paid (68,620) - Net Cash Provided (Used) by Operating Activities $ (41,000) $ 53,427 CASH FLOW FROM FINANCING ACTIVITIES: Repayment of mortgage and note payable $ - $ (50,327) Proceeds from notes receivable - related party 33,256 - Net Cash Provided (Used) by Financing Activities $ 33,256 $ (50,327) NET (DECREASE)INCREASE IN CASH AND CASH EQUIVALENTS $ (7,744) $ 3,100 CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 13,432 1,717 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 5,688 $ 4,817 RECONCILIATION OF NET(LOSS) TO NET CASH PROVIDED(USED)BY OPERATING ACTIVITIES: Net Loss $ (111,146) $ (61,264) CHANGES IN ASSETS AND LIABILTIIES: Increase in accounts receivable and other assets $ (47) $ (3,900) Increase in accrued interest receivable (2,797) (2,797) Decrease in equity in partnerships 35,300 47,300 Decrease in cost of real estate - 174,068 (Decrease) increase in accounts payable and accrued expenses 10,988 (132,522) Increase in 4% convertible debentures interest 32,542 32,542 Decrease in notes payable (57,344) - Increase in note payable - CPC 51,504 - Total Adjustments $ 70,146 $ 114,691 NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES $ (41,000) $ 53,427 See notes to financial statements. Page 5 ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) FINANCIAL DATA SCHEDULE QUARTER ENDED DECEMBER 31, 1997 AND SEPTEMBER 30, 1997 (UNAUDITED) DECEMBER SEPTEMBER EXHIBIT 27 31, 1997 30, 1997 Cash $ 5,688 $ 92,139 Receivables 3,421 2,481 Real Estate and Construction in Progress 12,000 12,000 Total Assets 21,109 106,620 Notes Payable 521,293 580,778 Convertible Subordinated Debentures 2,465,807 2,449,536 Partners' Deficit (4,107,204) (4,055,421) Total Liabilities and Partners' Deficit 21,109 106,620 Net Sales of Real Estate - - Total Revenues (9,407) (20,633) Cost of real estate sold - - Total Cost and Expenses 42,376 38,730 Net Income(loss) (51,783) (59,363) Income Per Partnership Unit (0.02) (0.02) See notes to financial statements. Page 6 ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) NOTES TO CONDENSED FINANCIAL STATEMENTS SIX MONTHS ENDED DECEMBER 31, 1997 AND 1996 (UNAUDITED) 1. The financial statement information for the six months ended December 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 of 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 7 ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS DECEMBER 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 six months ended December 31, 1997. As of December 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 any cash that becomes available for distribution up to $13,351,210 will be distributed to the partners equally for the benefit of CPC. After $13,351,210 is disbursed, remaining cash will be distributed 26.76% to the aforementioned individuals and the remainder as follows: 1.00% to the general partner of Unicom 49.50% to Newnel Partnership 3.50% to certain individuals who made cash advances to Unicom on behalf of the Company 46.00% to the Company 100.00% In addition, CPC assigned 9.0% of any of its cash that becomes available for distribution to certain individuals for funds advanced by them to CPC. Certain individuals advanced funds to the Company. In consideration of those advances, the Company assigned to those individuals 10.23% of distributions received by it from CPC, after deducting the amounts necessary to repay the funds advanced by them. RESULTS OF OPERATIONS Net loss for the six months ended December 31, 1997, as opposed to the net income for the six months ended December 31, 1996 is as a result of the sale of real estate, less the cost thereof, during the prior period. SIGNIFICANT EVENT In August 1997, Unicom entered into a contract whereby the intended purchaser will lease the property for a three-year period at which time the purchaser can purchase the property or cancel the option and forfeit their deposit. In addition, Unicom has agreed to sell approximately 4.2 acres of land to a new joint venture consisting of the intended purchaser and partners of Unicom. (Form 8-K filed September 24, 1997.) Page 8 CONDENSED FINANCIAL INFORMATION FOR REAL ESTATE PARTNERSHIPS DECEMBER 31, 1997 CITY PLANNED COMMUNITIES & UNICOM PARTNERSHIP, LTD. CONDENSED COMBINED BALANCE SHEETS DECEMBER 31, 1997 AND JUNE 30, 1997
DECEMBER JUNE 31, 1997 30, 1997 ASSETS: Property and equipment - net of depreciation $ 27,369,438 $ 27,726,462 Cash 1,291,981 905,163 Cash-restricted 618,484 694,909 Real estate held for sale (cost) 9,666 9,666 Deferred and prepaid expenses 1,349,776 1,349,420 Other assets 144,505 320,447 Notes receivable - related party 194,206 - Total $ 30,978,056 $ 31,006,067 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT): Mortgage payable, including accrued interest $ 27,397,378 $ 27,496,637 Accounts payable and other liabilities 1,337,626 1,099,108 Notes payable - related parties 1,360,792 3,756,454 Unamortized interest mortgage modification 2,368,105 2,397,258 Option deposits, including accrued interest 4,681,233 - Note payable 104,379 72,753 Partners' capital (deficit) (6,271,457) (3,816,143) Total $ 30,978,056 $ 31,006,067
See notes to financial statements. Page 9 CONDENSED FINANCIAL INFORMATION FOR REAL ESTATE PARTNERSHIPS DECEMBER 31, 1997 CITY PLANNED COMMUNITIES & UNICOM PARTNERSHIP, LTD. CONDENSED COMBINED PROFIT AND LOSS INFORMATION THREE MONTHS AND SIX MONTHS ENDED DECEMBER 31, 1997 AND 1996 (UNAUDITED) CONDENSED COMBINED PROFIT AND LOSS INFORMATION THREE MONTHS AND SIX MONTHS ENDED DECEMBER 31, 1997 AND 1996 (CONTINUED) (UNAUDITED)
THREE MONTHS ENDED SIX MONTHS ENDED DECEMBER 31, DECEMBER 31, 1 9 9 7 1 9 9 6 1 9 9 7 1 9 9 6 REVENUES: Rental $ - $ 2,602,904 $ - $ 5,169,711 Interest and other 4,648 21,142 8,595 38,956 Lease income 946,628 - 2,148,495 - Total $ 951,276 $ 2,624,046 $ 2,157,090 $ 5,208,667 EXPENSES: General and administra- tive $ 156,688 $ 1,526,440 $ 537,032 $ 3,081,824 Interest 770,030 619,357 1,395,152 1,243,924 Depreciation and amortiza- tion 176,365 228,400 412,730 456,800 Taxes and insurance 141,331 234,538 240,533 43,274 $ 1,244,414 $ 2,608,735 $ 2,585,447 $ 5,217,822 NET PROFIT (LOSS) $ (293,138) $ 15,311 $ (428,357) $ (9,155)
See notes to financial statements. Page 10 ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) EXHIBIT - COMPUTATION OF INCOME (LOSS) PER PARTNERSHIP UNIT SIX MONTHS ENDED DECEMBER 31, 1997 AND 1996 (UNAUDITED) 1 9 9 7 1 9 9 6 Partnership units outstanding 3,118,303 3,118,303 Net Income (Loss) $ (111,146) $ (61,264) Net Income (Loss) Per Partnership Unit $ (0.04) $ (0.02) See notes to financial statements. Page 11 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. (b) Exhibit - Form 8-K filed September 24, 1997, incorporated by reference. Page 12 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: March 2, 1998 -----END PRIVACY-ENHANCED MESSAGE-----