10-Q/A 1 septarpt.txt ALLSTATE PROPERTIES LP 10-Q/A 09/30/2002 FORM 10-Q/A 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 SEPTEMBER 30, 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 September 30, 2002 Limited Partnership Units 3,118,303 Units ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) * * * * * * * * * * * * * * FINANCIAL STATEMENTS AND SCHEDULES THREE MONTHS ENDED SEPTEMBER 30, 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 - September 30, 2002 and June 30, 2002 3 Condensed Statements of Operations - Three Months ended September 30, 2002 and 2001 4 Condensed Statements of Cash Flows - Three Months ended September 30, 2002 and 2001 5 Financial Data Schedule 6 Notes to Condensed Financial Statements - September 30, 2002 and 2001 7-8 Management's Discussion and Analysis of the Financial Condition and Results of Operations - September 30, 2002 9 Condensed Financial Information for Tunicom LLC - September 30, 2002 and June 30, 2002 10-11 Exhibit - Computation of Loss per Partner- ship Unit - Three months ended September 30, 2002 and 2001 12 Controls and Procedures ? September 30, 2002 13 PART II Other Information 14 Signatures 15 Certifications 16 Page 2 (1 of 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 September 30, 2002 and the related condensed statements of income and cash flows for the three-month periods ended September 30, 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 to financial data 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 generally accepted accounting principles. 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 September 12, 2002, we expressed an unqualified opinion on those financial statements. 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) 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. 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 6, condensed financial information for Tunicom LLC, appearing on pages 10 and 11, and the exhibit indicating the computation of earnings per unit, appearing on page 12, 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 December 4, 2002 Page 3 ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) CONDENSED BALANCE SHEETS SEPTEMBER 30, 2002 AND JUNE 30, 2002 (UNAUDITED) SEPTEMBER JUNE 30TH 30TH Assets 2 0 0 2 2 0 0 2 Cash $ 17,253 $ 34,348 Other assets 1,210 1,210 Undistributed earnings in partner- ships 306,648 309,664 Total Assets $ 325,111 $ 345,222 Liabilities and Partners' Capital Liabilities: Accounts payable and other liabilities $ 10,706 $ 24,173 Partnership distributions payable 11,934 11,934 Deferred revenue ? related party 68,207 68,207 $ 90,847 $ 104,314 Partners' Capital $ 424,900 $ 430,145 Notes receivable - officers/partners (190,636) (189,237) $ 234,264 $ 240,908 Total Liabilities and Partners' Capital $ 325,111 $ 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 ENDED SEPTEMBER 30, 2002 AND 2001 (UNAUDITED) 2 0 0 2 2 0 0 1 REVENUES: Profit (loss) from real estate partnerships $ (3,016) $ - Other 1,431 2,830 $ (1,585) $ 2,830 COST AND EXPENSES: Selling, general and administrative $ 3,661 $ 24,971 Net Income (Loss) $ (5,246) $ (22,141) INCOME (LOSS) PER PARTNERSHIP UNIT OUTSTANDING 0.00 0.00 CASH DISTRIBUTIONS PER UNIT NONE NONE See accompanying notes and accountant?s review report. Page 5 (1 of 2) ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) CONDENSED STATEMENTS OF CASH FLOWS THREE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001 (UNAUDITED) 2 0 0 2 2 0 0 1 CASH FLOW FROM OPERATING ACTIVITIES: Interest income - collected $ 34 $ 1,432 Cash paid for selling, general and administrative expenses (17,129) (15,926) Net Cash Consumed by Operating Activities $ (17,095) $ (14,494) CASH FLOW FROM FINANCING ACTIVITIES: Distributions paid $ - $ (301,891) NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS $ (17,095) $ (316,385) CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 34,348 402,042 CASH AND CASH EQUIVALENTS AT END END OF PERIOD $ 17,253 $ 85,657 RECONCILIATION OF NET (LOSS) INCOME TO NET CASH CONSUMEDBY OPERATING ACTIVITIES: Net (Loss) Income $ (5,246) $ (22,141) See accompanying notes and accountant?s review report. Page 5 (2 of 2) ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) CONDENSED STATEMENTS OF CASH FLOWS THREE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001 (UNAUDITED) ADJUSTMENTS TO RECONCILE NET (LOSS) INCOME TO NET CASH CONSUMED BY OPERATING ACTIVITIES: (Income) Loss of real estate part- nerships $ 3,016 $ - Changes in Assets and Liabilities: (Increase) in accrued interest receivable (1,398) (1,398) Increase (decrease) in accounts payable (13,467) 9,045 Total adjustments $ (11,849) $ 7,647 NET CASH CONSUMED BY OPERATING ACTIVITIES $ (17,095) $ (14,494) See accompanying notes and accountant?s review report. Page 6 ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) FINANCIAL DATA SCHEDULE THREE MONTHS ENDED SEPTEMBER 30, 2002 (UNAUDITED) EXHIBIT 27 Cash $ 17,253 Receivables 1,210 Investment in real estate joint venture 306,648 Total Assets $ 325,111 Accounts payable $ 10,706 Partnership distribution payable 11,934 Deferred Revenue 68,207 Partners' Capital 424,900 Notes receivable ? officers/partners (190,636) Total Liabilities and Partners' Capital $ 325,111 Total Revenues $ (1,585) Total Cost and Expenses 3,661 Net Loss $ (5,246) Income Per Partnership Unit 0.00 See accompanying notes and accountant?s review report. Page 7 ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) NOTES TO CONDENSED FINANCIAL STATEMENTS THREE MONTHS ENDED SEPTEMBER 30, 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 interests 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 8 ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) NOTES TO CONDENSED FINANCIAL STATEMENTS THREE MONTHS ENDED SEPTEMBER 30, 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 9 (1 of 2) ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS SEPTEMBER 30, 2002 FINANCIAL CONDITION Registrant?s source of working capital consists of cash received from Tunicom. No cash was available for distribution during the three months ended September 30, 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 individuals 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 $2,000,000, 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 9 (2 of 2) ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS SEPTEMBER 30, 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 10 CONDENSED FINANCIAL INFORMATION FOR REAL ESTATE PARTNERSHIPS TUNICOM LLC CONDENSED COMBINED BALANCE SHEET AS OF SEPTEMBER 30, 2002 AND JUNE 30, 2002 (UNAUDITED)
SEPTEMBER JUNE 30, 2002 30, 2002 ASSETS: Property and equipment ? land and improvements $ 726,115 $ 723,410 Cash 105,050 112,719 Deferred and prepaid expenses 30,025 30,025 Total $ 861,190 $ 866,154 LIABILITIES AND PARTNERS' CAPITAL: Accounts payable and other liabilities $ 12,220 $ 8,835 Partners' capital 848,970 857,319 Total $ 861,190 $ 866,154
See accompanying notes and accountant?s review report. Page 11 CONDENSED FINANCIAL INFORMATION FOR REAL ESTATE PARTNERSHIPS TUNICOM LLC CONDENSED COMBINED PROFIT AND LOSS INFORMATION THREE MONTHS ENDED SEPTEMBER 30, 2002 AND SEPTEMBER 30, 2001 (UNAUDITED)
2 0 0 2 2 0 0 1 REVENUES: Interest and other $ 253 $ 605 Total income $ 253 $ 605 EXPENSES: General and administrative $ 5,602 $ 1,140 Taxes and insurance 3,000 1,700 Total expenses $ 8,602 $ 2,840 NET INCOME (LOSS) $ (8,349) $ (2,235)
See accompanying notes and accountant?s review report. Page 12 ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) EXHIBIT - COMPUTATION OF INCOME (LOSS) PER PARTNERSHIP UNIT THREE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001 2 0 0 2 2 0 0 1 Partnership units outstanding 3,118,303 3,118,303 Net (Loss) Income $ (5,246) $ (22,141) Net (Loss) Income Per Partnership Unit $ 0.00 $ 0.00 See accompanying notes and accountant?s review report. Page 13 ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) CONTROLS AND PROCEDURES SEPTEMBER 31, 2002 CONTROLS AND PROCEDURES Within 90 days of the filing of this Form 10-Q, the Company?s management, including the general partner, performed an evaluation of the effectiveness of the design and operation of the Company?s disclosure controls and procedures. Based on that evaluation, the Company?s management, including the general partner, concluded that the Company?s disclosure controls and procedures were effective as of the date of the evaluation. There have been no significant changes in the Company?s internal controls or in other factors that could significantly affect internal controls subsequent to the date of this evaluation. Page 14 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 15 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: December 4, 2002 Page 16 (1 of 2) ALL-STATE PROPERTIES L.P. CERTIFICATIONS I, Stanley Rosenthal, certify that: 1. I have reviewed this quarterly report on Form 10-Q of All- State Properties L.P.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of , and for, the periods presented in this quarterly report; 4. The registrant?s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant?s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the ?Evaluation Date?); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; Page 16 (2 of 2) ALL-STATE PROPERTIES L.P. CERTIFICATIONS (CONTINUED) 5. The registrant?s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant?s auditors and the audit committee of registrant?s board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant?s ability to record, process, summarize and report financial data and have identified for the registrant?s auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant?s internal controls; and 6. The registrant?s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: December 4, 2002 _____________________ Stanley Rosenthal General Partner