-----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, PwE+gqN6hNUhbNpPCzyzNkXQhfA5mv5aC+zdej91PARlq1PdCKVT/bJNWGVnEYJo yyUvvazx4skzbtzoQSb8xA== 0000745543-96-000006.txt : 19961120 0000745543-96-000006.hdr.sgml : 19961120 ACCESSION NUMBER: 0000745543-96-000006 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960930 FILED AS OF DATE: 19961118 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: 1934 Act SEC FILE NUMBER: 000-12895 FILM NUMBER: 96668361 BUSINESS ADDRESS: STREET 1: 1674 NW 56TH AVE CITY: FT LAUDERDALE STATE: FL ZIP: 33313 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 SEPTEMBER 30, 1996 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) Registrant's telephone number, including area code (954) 735-6300 __________________________- _____________________________________________________________________________- former name, former address and fiscal year, if year changes since last report 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, 1996 ____- _________________- Limited Partnership Units 3,118,303 Units ________________________- _________________________- ALL-STATE PROPERTIES L.P. _________________________ (A LIMITED PARTNERSHIP) _____________________ * * * * * * * * * * * * * * * * * * * * FINANCIAL STATEMENTS AND SCHEDULES __________________________________ THREE MONTHS ENDED SEPTEMBER 30, 1996 _____________________________________ 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 - September 30, 1996 and June 30, 1996 2 Condensed Statements of Operations - Three Months ended September 30, 1996 and 1995 3 Condensed Statements of Cash Flows - Three Months ended September 30, 1996 and 1995 4 Notes to Condensed Financial Statements - September 30, 1996 and 1995 5 Management's Discussion and Analysis of the Financial Condition and Results of Operations - September 30, 1996 6 Condensed Financial Information for City Planned Communities and Unicom Partnership, Ltd., 50% and 49-1/2% owned Real Estate Partnerships, respectively - September 30, 1996, 1995 and June 30, 1996 7 Exhibit - Computation of Loss per Partner- ship Unit - September 30, 1996 and 1995 8 Part II Other Information 9 Signatures 10 Page 2 ALL-STATE PROPERTIES L.P. _________________________ (A LIMITED PARTNERSHIP) _____________________ CONDENSED BALANCE SHEETS ________________________ SEPTEMBER 30, 1996 AND JUNE 30, 1996 ____________________________________ (UNAUDITED) SEPTEMBER JUNE 30TH 30TH ___________- ___________- Assets 1 9 9 6 1 9 9 6 ______ ____________ ____________ (UNAUDITED) (UNAUDITED) Cash $ 8,423 $ 1,717 Receivables 2,930 1,720 Real estate and construction in progress (not in excess of net realizable value) 105,635 217,036 Other assets 4,845 2,438 ____________ ____________ Total Assets $ 121,833 $ 222,911 ____________ ============ ============ Liabilities and Partners' Capital (Deficit) ___________________________________________ Liabilities: Notes payable - related party $ 62,276 $ 60,765 Notes payable 466,610 452,595 Accounts payable and other liabilities 112,313 275,294 4% convertible subordinated debentures due 1989 2,384,452 2,368,181 Partnership distributions payable 252,496 252,496 ____________ ____________ $ 3,278,147 $ 3,409,331 ____________ ____________ Deficiency in real estate joint venture $ 899,354 $ 875,354 ___________- ____________ Partners' Deficit $ (3,846,590) $ (3,854,095) Notes receivable - officers/partners (209,078) (207,679) ____________ ____________ $ (4,055,668) $ (4,061,774) ___________- ____________ Total Liabilities and Partners' Capital _______________________________________ (Deficit) $ 121,833 $ 222,911 _________ ============ ============ See notes to financial statements. Page 3 ALL-STATE PROPERTIES L.P. _________________________ (A LIMITED PARTNERSHIP) _____________________ CONDENSED STATEMENTS OF OPERATIONS __________________________________ THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995 ______________________________________________ (UNAUDITED) 1 9 9 6 1 9 9 5 ___________ ___________ REVENUES: ________ Sale of real estate $ 175,000 $ - Loss from real estate partnership (24,000) (34,022) Other 6,205 8,630 __________- ___________ $ 157,205 $ (25,392) __________- ___________ COST AND EXPENSES: _________________ Cost of real estate sold $ 108,419 $ - Selling, general and administrative 16,076 21,176 Interest 25,205 25,667 ___________ ___________ $ 149,700 $ 46,843 __________- ___________ Net Income (Loss) $ 7,505 $ (72,235) _________________ =========== =========== INCOME (LOSS) PER PARTNERSHIP UNIT OUTSTANDING $ 0.00 $ (0.02) ______________________________________________ =========== =========== CASH DISTRIBUTIONS PER UNIT NONE NONE ___________________________ ==== ==== See notes to financial statements. Page 4 ALL-STATE PROPERTIES L.P. _________________________ (A LIMITED PARTNERSHIP) _____________________ CONDENSED STATEMENTS OF CASH FLOWS __________________________________ THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995 ______________________________________________ (UNAUDITED) 1 9 9 6 1 9 9 5 ___________ ___________ CASH FLOW FROM OPERATING ACTIVITIES: Cash from sale of real estate $ 175,000 $ - Cash received principally from rental activities 1,990 3,987 Cash paid for selling, general and administrative expenses (176,824) (14,625) Cash paid for cost of sales (1,660) - __________- ___________ Net Cash Consumed by Operating Expenses $ (1,494) $ (10,638) ___________ ___________ CASH FLOW FROM FINANCING ACTIVITIES: Cash from borrowing $ 8,200 $ - __________- ___________ NET INCREASE (DECREASE) IN CASH AND CASH ________________________________________ EQUIVALENTS $ 6,706 $ (10,638) ___________- CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 1,717 14,797 _____________________________________-_______- __________- ___________ CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 8,423 $ 4,159 _______________________________________-__ =========== =========== RECONCILIATION OF NET INCOME (LOSS) TO NET CASH _____________________________________-_________ CONSUMED BY OPERATING ACTIVITIES: ________________________________ Net Income (Loss) $ 7,505 $ (72,235) ___________ ___________ ADJUSTMENTS TO RECONCILE NET LOSS TO NET ________________________________________ CASH CONSUMED BY OPERATING ACTIVITIES: _____________________________________ Loss of real estate partnerships $ 24,000 $ 34,022 Changes in Assets and Liabilities: Increase in accrued interest payable 25,203 25,666 (Increase) in accrued interest receivable (3,005) (3,005) (Decrease) increase in accounts payable (162,981) 5,527 Decrease (increase) in other assets (2,407) 1,025 Increase (decrease) in accounts receivable (1,210) (1,638) Decrease in cost of real estate 111,401 - __________- ___________ Total adjustments $ (8,999) $ 61,597 ___________ ___________ NET CASH CONSUMED BY OPERATING ACTIVITIES $ (1,494) $ (10,638) ________________________________________- =========== =========== See notes to financial statements. Page 5 ALL-STATE PROPERTIES L.P. _________________________ (A LIMITED PARTNERSHIP) _____________________ NOTES TO CONDENSED FINANCIAL STATEMENTS _______________________________________ THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995 ______________________________________________ (UNAUDITED) 1. The financial statement information for the three months ended September 30, 1996 and 1995 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 6 ALL-STATE PROPERTIES L.P. _________________________ (A LIMITED PARTNERSHIP) _______________________ MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE ___________________________________________ FINANCIAL CONDITION AND RESULTS OF OPERATIONS _____________________________________________ SEPTEMBER 30, 1996 __________________ 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 year ended September 30, 1996. As of September 30, 1996, 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 will 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 byh them to CPC. Certain individuals advanced funds to the Company. In consideration of those advances, the Company assigned to those individuals 12.68% of distributions received by it from CPC, after deducting the amounts necessary to repay the funds advanced by them. RESULTS OF OPERATIONS _____________________ Net income for the three months ended September 30, 1996, as compared with the three months ended September 30, 1995, increased by 110% as a result of the sale of condominium units. Page 7 CONDENSED FINANCIAL INFORMATION FOR REAL ESTATE PARTNERSHIPS ___________________________________________________________- SEPTEMBER 30, 1996 __________________ CITY PLANNED COMMUNITIES & UNICOM PARTNERSHIP, LTD. ___________________________________________________ CONDENSED COMBINED BALANCE SHEETS _________________________________ SEPTEMBER 30, 1996 AND JUNE 30, 1996 ____________________________________ (UNAUDITED)
SEPTEMBER JUNE 30, 1996 30, 1996 ______________- ____________ ASSETS: ______ Property and equipment - net of depreciation $ 28,353,314 $ 28,564,402 Cash 682,975 1,064,575 Cash - restricted 625,854 592,798 Real estate held for sale (cost) 9,666 9,666 Deferred and prepaid expenses 1,526,170 1,337,190 Other assets 362,003 298,282 Note receivable - related party 62,276 - ____________ ____________ Total $ 31,622,258 $ 31,866,913 ============ ============ LIABILITIES AND PARTNERS' CAPITAL: _________________________________ Mortgage payable, including accrued interest $ 27,635,329 $ 27,680,139 Accounts payable and other liabilities 1,489,864 1,186,790 Notes payable - related parties 4,837,256 4,758,247 Notes payable - non-interest bearing 190,000 208,555 Unamortized interest mortgage modification 2,439,807 2,453,679 Note payable 170,745 695,780 Partners' capital (deficit) (5,140,743) (5,116,277) ___________- ____________ Total $ 31,622,258 $ 31,866,913 ============ ============
CONDENSED COMBINED PROFIT AND LOSS INFORMATION ______________________________________________ THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995 ______________________________________________ (UNAUDITED)
1 9 9 6 1 9 9 5 ___________ __________- REVENUES: ________ Rental $ 2,566,807 $ 2,499,709 Interest and other 17,814 14,355 ___________ __________- Total income $ 2,584,621 $ 2,514,064 ___________ ___________ EXPENSES: ________ General and administrative $ 1,555,384 $ 1,457,590 Interest 624,567 690,627 Depreciation and amortization 228,400 229,800 Taxes and insurance 200,736 212,380 ___________ ___________ Total expenses $ 2,609,087 $ 2,590,397 ___________ __________- NET LOSS $ (24,466) $ (76,333) _______- =========== ===========
See notes to financial statements. Page 8 ALL-STATE PROPERTIES L.P. _________________________ (A LIMITED PARTNERSHIP) _____________________ EXHIBIT - COMPUTATION OF INCOME (LOSS) PER PARTNERSHIP UNIT ________________________________________________________-__ THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995 ______________________________________________ (UNAUDITED) 1 9 9 6 1 9 9 5 ___________ ___________ Partnership units outstanding 3,118,303 3,118,303 =========== =========== Net Income (Loss) $ 7,505 $ (72,235) =========== =========== Net Income (Loss) Per Partnership Unit $ 0.00 $ (0.02) =========== =========== See notes to financial statements. Page 9 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 August 31, 1995, incorporated by reference. Page 10 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: November 14, 1996 ______________________ -----END PRIVACY-ENHANCED MESSAGE-----