-----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, HayjKAYIwZ4X2B1gZ82eVumUh3q/FU2yUldp0qbDhTOKVMkV+1PkSlD2wq/+dJcS WiTyY5SWUH94iZKhqu0hiQ== 0000745543-05-000005.txt : 20051129 0000745543-05-000005.hdr.sgml : 20051129 20051129135341 ACCESSION NUMBER: 0000745543-05-000005 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050930 FILED AS OF DATE: 20051129 DATE AS OF CHANGE: 20051129 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: 051231224 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 septrpt.txt ALL STATE PROPERTIES LP FORM 10-Q 9/30/2005 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 SEPTEMBER 30, 2005 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, 2005 Limited Partnership Units 3,118,303 Units Page 1 ALL-STATE PROPERTIES L.P. FORM 10-Q QUARTERLY REPORT THREE MONTHS ENDED SEPTEMBER 30, 2005 I N D E X PART 1 ? FINANCIAL INFORMATION PAGE ITEM 1 Financial Statements 2 - 8 ITEM 2 Management?s Discussion and Analysis of Financial Condition and Results of Operations. 9 ITEM 3 Quantitative and Qualitative Disclosures About Market Risk. 9 ITEM 4 Controls and Procedures. 9 Supplemental Information and Exhibits 10 - 12 PART II ? OTHER INFORMATION ITEM 1 Legal Proceedings 13 ITEM 2 Unregistered Sales of Equity Securities and Use of Proceeds 13 ITEM 3 Defaults Upon Senior Securities 13 ITEM 4 Submission of Matters to Vote of Security Holders 13 ITEM 5 Other Information 13 ITEM 6 Exhibits and Reports on Form 8-K 13 Signatures 14 Certifications 15 - 16 ITEM 1 FINANCIAL STATEMENTS ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) * * * * * * * * * * * * * * FINANCIAL STATEMENTS THREE MONTHS ENDED SEPTEMBER 30, 2005 Page 2 ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) THREE MONTHS ENDED SEPTEMBER 30, 2005 I N D E X PAGE Report of Independent Registered Public Accounting Firm 3 FINANCIAL STATEMENTS: Condensed Balance Sheets 4 Condensed Statements of Operations 5 Condensed Statements of Cash Flows 6 Notes to Condensed Financial Statements 7 - 8 SUPPLEMENTAL INFORMATION: Condensed Financial Information for Real Estate Partnership: Condensed Balance Sheet 10 Condensed Profit and Loss Information 11 Exhibit - Computation of Income (Loss) Per Partnership Unit 12 Page 3 (1 of 2) FREEMAN BUCZYNER & GERO 1 SE THIRD AVENUE SUITE 2150 MIAMI, FLORIDA 33131 305-375-0766 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Partners All-State Properties, L.P. Lauderhill, Florida We have reviewed the accompanying condensed balance sheet of All- State Properties L.P. as of September 30, 2005 and the related condensed statements of operation and cash flows for the three- month periods ended September 30, 2005 and 2004. These financial statements are the responsibility of the partnership?s management. We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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 the standards of the Public Company Accounting Oversight Board, 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 U.S. generally accepted accounting principles. We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board, the balance sheet as of June 30, 2005, and the related statements of operation, partners? capital and cash flows for the year then ended (not presented herein); and in our report dated September 1, 2005, we expressed an unqualified opinion on those financial statements. Page 3 (2 of 2) FREEMAN BUCZYNER & GERO 1 SE THIRD AVENUE SUITE 2150 MIAMI, FLORIDA 33131 305-375-0766 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (CONTINUED) In our opinion, the information set forth in the accompanying condensed balance sheet as of June 30, 2005, 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 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 November 14, 2005 Page 4 ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) CONDENSED BALANCE SHEETS SEPTEMBER 30, 2005 AND JUNE 30, 2005 SEPTEMBER JUNE 30TH 30TH 2 0 0 5 2 0 0 5 Assets (UNAUDITED) Cash $ 1,164 $ 8,759 Investment in real estate in partnerships ? related parties 257,282 261,272 Total Assets $ 258,446 $ 270,031 Liabilities and Partners' Capital Liabilities: Accounts payable and other liabilities $ 26,338 $ 11,375 Partnership distributions payable - - Deferred revenue ? related party 68,207 68,207 Notes payable ? related party 149,456 152,696 244,001 232,278 Partners' Capital 209,225 232,533 Notes receivable - officers/partners (194,780) (194,780) 14,445 37,753 Total Liabilities and Partners' Capital $ 258,446 $ 270,031 See accompanying notes and accountant?s review report. Page 5 ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) CONDENSED STATEMENTS OF OPERATIONS THREE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004 (UNAUDITED) 2 0 0 5 2 0 0 4 REVENUES: Profit (loss) from real estate partnership ? related party $ (3,990) $ (3,919) Other - - (3,990) (3,919) COST AND EXPENSES: Selling, general and administrative 17,158 9,755 Interest expense 2,160 1,642 19,318 11,397 Net Income (Loss) $ (23,308) $ (15,316) INCOME (LOSS) PER PARTNERSHIP UNIT OUTSTANDING (0.01) 0.00 CASH DISTRIBUTIONS PER UNIT NONE NONE See accompanying notes and accountant?s review report. Page 6 (1 of 2) ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) CONDENSED STATEMENTS OF CASH FLOWS THREE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004 (UNAUDITED) 2 0 0 5 2 0 0 4 CASH FLOW FROM OPERATING ACTIVITIES: Cash paid for selling, general and administrative expenses $ (2,195) $ (3,325) Partnership distribution payable - (9,350) Interest paid (5,400) - Net Cash Consumed by Operating Activities (7,595) (12,675) CASH FLOW FROM FINANCING ACTIVITIES: Notes payable - Related party - - NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (7,595) (12,675) CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 8,759 23,086 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 1,164 $ 10,411 RECONCILIATION OF NET (LOSS) INCOME TO NET CASH CONSUMED BY OPERATING ACTIVITIES: Net (Loss) Income $ (23,308) $ (15,316) See accompanying notes and accountant?s review report. Page 6 (2 of 2) ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) CONDENSED STATEMENTS OF CASH FLOWS THREE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004 (UNAUDITED) ADJUSTMENTS TO RECONCILE NET (LOSS) INCOME TO NET CASH CONSUMED BY OPERATING ACTIVITIES: 2 0 0 5 2 0 0 4 (Income) Loss of real estate part- nership 3,990 3,919 Interest expense (3,240) 1,642 Changes in Assets and Liabilities: Increase (decrease) in accounts payable 14,963 6,430 Decrease in partnership distri- bution payable - (9,350) Total adjustments 15,713 2,641 NET CASH CONSUMED BY OPERATING ACTIVITIES $ (7,595) $ (12,675) 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, 2005 AND 2004 (UNAUDITED) 1. ORGANIZATION AND OPERATIONS All-State Properties L.P. 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 completed its land development activities and the sale of residential housing. 2. BASIS OF PRESENTATION In the opinion of management, the accompanying unaudited interim financial information reflects all adjustments, consisting of normal recurring accruals, necessary for a fair presentation on a going concern basis. Certain information and footnote disclosure normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States have been condensed or omitted pursuant to instructions, rules and regulations prescribed by the Securities and Exchange Commission. The Company believes that the disclosures provided herein are adequate to make the information presented not misleading when these unaudited interim condensed financial statements are read in conjunction with the audited financial statements contained in the Company?s Annual Report on Form 10-K for the fiscal year ended June 30, 2005. Operating results for the quarter ended September 30, 2005 are not necessarily indicative of the results expected for the full year. The preparation of condensed financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions, including estimates of future contract costs and Page 8 (1 of 2) ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) NOTES TO CONDENSED FINANCIAL STATEMENTS THREE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004 (UNAUDITED) 2. BASIS OF PRESENTATION (CONTINUED) earnings. Such estimates and assumptions affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and earnings during the current reporting period. Management periodically assesses and evaluates the adequacy and/or deficiency of estimated liabilities recorded for various reserves, liabilities, contract risks and uncertainties. Actual results could differ from these estimates. 3. TUNICOM LLC ? OPERATIONS Tunicom L.L.C. has approximately five acres for sale as a site for an assisted living facility. This represents Tunicom?s sole remaining asset. Tunicom signed an agreement of sale on October 2, 2004 to sell the property for a price of $1,800,000 and received deposits of $50,000 from the prospective purchaser. 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 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. The closing on the sale of the property is expected to occur in March 2006. 4. NOTES RECEIVABLE ? PARTNERS The notes receivable ? partners bear interest at 4% per annum, are non-recourse and are payable solely from the Company?s distributions on units that were issued in connection with the notes. The Company has a lien on and a security interest in the units. All cash distributions are Page 8 (2 of 2) ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) NOTES TO CONDENSED FINANCIAL STATEMENTS THREE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004 (UNAUDITED) 4. NOTES RECEIVABLE ? PARTNERS (CONTINUED) to be applied first to accrued interest, and then as a reduction of principal until paid in full. The notes and interest receivable have no maturity dates and because they are payable solely from the distributions, are reflected as a reduction of the equity of the Company. Based on the potential sale of Tunicom?s land, the Company estimates that after projected expenses approximately $11,700 will be distributed to these unit owners. The balance of the notes will be written off after the actual distribution is applied. Accrued interest through June 30, 2003 amounted to $54,923 at which time accrual of interest stop based on the estimated amount to be realized. Page 9 ITEM 2 MANAGEMENT?S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis of our financial condition, results of operation, liquidity and capital resources should be read in conjunction with our financial statements and notes thereto. THREE MONTHS ENDED SEPTEMBER 30, 2005 COMPARED TO THREE MONTHS ENDED SEPTEMBER 30, 2004 The net loss for the three month period September 30, 2005 as compared to the three month period ended September 30, 2004 represents the results of operations due to the administration of the Company and operations from its investment in the real estate partnership, Tunicom LLC. FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES During the three month periods ended September 30, 2005 and September 30, 2004, cash used by operations was $7,595 and $12,675, respectively, primarily for the payment of general and administrative expenses. During the three month period ended September 30, 2005, the Company paid accrued interest of $3,240 to a related party who has advanced funds since the Company has no operating revenues. The Company will continue to obtain funds from the related party to pay for future operating expenses. Through its investment in the real estate partnership, Tunicom LLC, the company expects to receive cash of approximately $500,000 in connection with Tunicom LLC?s sale of land which is anticipated to occur in March 2006. The related party advances will be repaid from the proceeds of the sale. ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK None. ITEM 4 CONTROLS AND PROCEDURES An evaluation was performed under the supervision and with the participation of our management, including the general partner, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange act of 1934, as amended) as of the end of period covered by this report. Based on that evaluation, the general partner concluded that these disclosure controls and procedures were effective. There as has been no change in our internal control over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Page 10 CONDENSED FINANCIAL INFORMATION FOR REAL ESTATE PARTNERSHIP TUNICOM LLC CONDENSED BALANCE SHEET AS OF SEPTEMBER 30, 2005 AND JUNE 30, 2005 (UNAUDITED)
SEPTEMBER JUNE 30, 2005 30, 2005 ASSETS: Land and development costs $ 817,125 $ 813,809 Cash 2,180 2,715 Funds held in escrow 50,000 50,000 Notes receivable and accrued interest ? related party 161,537 164,610 Prepaid expenses 30,025 30,025 Total $ 1,060,867 $ 1,061,159 LIABILITIES AND PARTNERS' CAPITAL: Accounts payable and other liabilities $ 47,865 $ 39,832 Bank line of credit 249,869 247,148 Deposit on sale of land 50,000 50,000 Partners' capital 713,133 724,179 Total $ 1,060,867 $ 1,061,159
See accompanying notes and accountant?s review report. Page 11 CONDENSED FINANCIAL INFORMATION FOR REAL ESTATE PARTNERSHIP TUNICOM LLC CONDENSED PROFIT AND LOSS INFORMATION THREE MONTHS ENDED SEPTEMBER 30, 2005 AND SEPTEMBER 30, 2004 (UNAUDITED)
2 0 0 5 2 0 0 4 REVENUES: Interest and other $ 2,327 $ 1,806 Total income 2,327 1,806 EXPENSES: General and administrative 4,098 6,760 Taxes and insurance 3,919 3,250 Interest 5,356 2,647 Total expenses 13,373 12,657 NET INCOME (LOSS) $ (11,046) $ (10,851)
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, 2005 AND 2004 2 0 0 5 2 0 0 4 Partnership units outstanding 3,118,303 3,118,303 Net (Loss) Income $ (23,308) $ (15,316) Net (Loss) Income Per Partnership Unit $ (0.01) $ (0.00) See accompanying notes and accountant?s review report. Page 13 ALL-STATE PROPERTIES L.P. PART II - OTHER INFORMATION ITEM 1 ? Legal Proceedings None. ITEM 2 ? Unregistered Sales of Equity Securities and Use of Proceeds There were no unregistered sales of equity securities 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 October 8, 1999, incorporated by reference. (c) Exhibit ? Form 8-K filed August 16, 2000. Page 14 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: November 14, 2005 Page 15 (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 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 report; 3. Based on my knowledge, the financial statements, and other financial information included in this 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 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-15(e) and 15d-15(e) for the registrant and we have: a) designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) evaluated the effectiveness of the registrant?s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) disclosed in this report any change in the registrant?s internal control over financial reporting that occurred during the registrant?s most recent fiscal quarter (the registrant?s second fiscal quarter in the case of an annual report) that has materially affected, or is reasonable likely to materially affect, the registrant?s internal control over financial reporting; and Page 15 (2 of 2) ALL-STATE PROPERTIES L.P. CERTIFICATIONS (CONTINUED) 5. The registrant?s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant?s auditors and the audit committee of registrant?s board of directors (or persons performing the equivalent functions): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant?s ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant?s internal control over financial reporting. Date: November 14, 2005 _____________________ Stanley Rosenthal General Partner Page 16 CERTIFICATION PURSUANT TO 18 U.S.C SECTON 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of All-State Properties L.P. (the ?Company?) on Form 10-Q for the three months ended September 30, 2005, as filed with the Securities and Exchange Commission on the date hereof (the ?Report?), I, Stanley Rosenthal, General Partner of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: November 14, 2005 _____________________ Stanley Rosenthal General Partner
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