-----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, Itizgh5lYam3M5XOiVafCiy4gyddnIg1jbYzE450rZkbPcbS5gxJu0AoKq5OYZ8k G2h6EfCHEBpRbgDWMNtAow== 0000745543-99-000004.txt : 19990625 0000745543-99-000004.hdr.sgml : 19990625 ACCESSION NUMBER: 0000745543-99-000004 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990331 FILED AS OF DATE: 19990528 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: 99638017 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, 1999 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 March 31, 1999 Limited Partnership Units 3,118,303 Units ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) * * * * * * * * * * * * * * FINANCIAL STATEMENTS AND SCHEDULES NINE MONTHS ENDED MARCH 31, 1999 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 - March 31, 1999 and June 30, 1998 2 Condensed Statements of Operations - Three Months and Nine Months ended March 31, 1999 and 1998 3 Condensed Statements of Cash Flows - Nine Months ended March 31, 1999 and 1998 4 Financial Data Schedule 5 Notes to Condensed Financial Statements - March 31, 1999 and 1998 6 Management's Discussion and Analysis of the Financial Condition and Results of Operations - March 31, 1999 7-8 Condensed Financial Information for City Planned Communities and Unicom Partnership, Ltd., 50% and 49-1/2% owned Real Estate Partnerships, respectively - March 31, 1999, 1998, and June 30, 1998 9-10 Exhibit - Computation of Income (Loss) per partnership Unit - nine months ended March 31, 1999 and 1998 11 PART II Other Information 12 Signatures 13 Page 2 ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) CONDENSED BALANCE SHEETS MARCH 31, 1999 AND JUNE 30, 1998 (UNAUDITED) MARCH JUNE 31, 1999 30, 1998 Assets Cash $ 53,702 $ 4,037 Other assets 1,210 2,956 Total Assets $ 54,912 $ 6,993 Liabilities and Partners' Capital (Deficit) Liabilities: Notes payable - related party $ 192,091 $ 166,749 Notes payable 559,763 430,600 Accounts payable and other liabilities 27,141 33,413 4% convertible subordinated debentures due 1989 2,547,162 2,498,349 Partnership distributions payable 252,496 252,496 $ 3,578,653 $ 3,381,607 Deficiency in real estate joint venture $ 1,010,466 $ 992,266 Partners' Deficit $ (4,311,163) $ (4,148,035) Notes receivable - officers/partners $ (223,044) $ (218,845) $ (3,523,741) $ (4,366,880) Total Liabilities and Partners' Capital (Deficit) $ 54,912 $ 6,993 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, 1999 AND 1998 (UNAUDITED)
THREE MONTHS ENDED NINE MONTHS ENDED MARCH 31, MARCH 31, 1 9 9 9 1 9 9 8 1 9 9 9 1 9 9 8 REVENUES: Sale of real estate $ - $ - $ - $ - Less cost of sale - - - - Gross Profit $ - $ - $ - $ - Partnership loss $ (4,285) $ (10,260) $ (18,200)$ (45,560) Other income 1,764 2,126 5,662 7,386 $ (2,521) $ (8,134)$ (12,538) $ (38,174) Total Net Revenues (Expenses) $ (2,521) $ (8,134) $ (12,538) $ (38,174) COST AND EXPENSES: Selling, general and administrative $ 17,232 $ 29,490 $ 63,327 $ 60,545 Interest 29,548 21,662 87,263 71,713 $ 46,780 $ 51,152 $ 150,590 $ 132,258 NET LOSS $ (49,301) $ (59,286)$ (163,128) $(170,432) NET (LOSS) INCOME PER PARTNERSHIP UNIT (0.02) (0.02) (0.05) (0.05) 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, 1999 AND 1998 (UNAUDITED) 1 9 9 9 1 9 9 8 CASH FLOW FROM ORATING ACTIVITIES: Cash from sale of real estate $ - $ - Cash received from other activities 2,420 48,828 Cash paid for selling, general and administrative expenses (67,853) (63,449) Interest paid - (82,300) Net Cash (Used) Provided by Operating Activities $ (65,433) $ (96,921) CASH FLOW FROM FINANCING ACTIVITIES: Mortgage and note payable - net $ 100,000 $ 43,684 Proceeds from notes receivable - related party - net 15,098 42,665 Net Cash Provided (Used) by Financing Activities $ 115,098 $ 86,349 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ 49,665 $ (10,572) CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 4,037 13,432 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 53,702 $ 2,860 RECONCILIATION OF NET (LOSS) TO NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES: Net (loss) $ (163,128) $ (170,432) CHANGES IN ASSETS AND LIABILITIES: Decrease (Increase) in accounts receivable and other assets $ 1,746 $ 186 Increase in accrued interest receivable (4,199) (4,196) Decrease in equity in partnerships 18,200 45,560 Decrease in accounts payable and accrued expenses (6,272) (3,090) Increase in 4% convertible debentures interest 48,813 48,813 Increase (decrease)in interest on notes payable 39,407 (68,729) Increase in note payable - CPC - 54,967 Total Adjustments $ 97,695 $ 73,511 NET CASH (USED) PROVIDED BY OPERATING ACTIVITIES $ (65,433) $ (96,921) See notes to financial statements. Page 5 ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) FINANCIAL DATA SCHEDULE QUARTER ENDED MARCH 31, 1999, DECEMBER 31, 1998 AND SEPTEMBER 30, 1998 (UNAUDITED) MARCH DECEMBER SEPTEMBER 31, 1999 31, 1998 30, 1998 EXHIBIT 27 Cash $ 53,702 $ 1,921 $ 6,056 Receivables 1,210 1,292 1,524 Total Assets 54,912 3,213 7,580 Notes Payable 751,854 630,788 618,755 Convertible Subordinated Debentures 2,547,162 2,530,891 2,514,620 Partners' Deficit (4,311,163) (4,261,862) (4,109,154) Total Liabilities and Partners' Deficit 54,912 3,213 7,580 Net Sales of Real Estate - - - Total Revenues (2,521) (6,051) (3,966) Total Cost and Expenses 46,780 68,895 34,915 Net Income (Loss) (49,301) (74,946) (38,881) Loss Per Partnership Unit (0.02) (0.03) (0.01) See notes to financial statements. Page 6 ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) NOTES TO CONDENSED FINANCIAL STATEMENTS NINE MONTHS ENDED MARCH 31 1999 AND 1998 (UNAUDITED) 1. The financial statement information for the nine months ended March 31, 1999 and 1998 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 7 ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS MARCH 31, 1999 FINANCIAL CONDITION Registrant's source of working capital consists of cash received from borrowings and loans received from Unicom Partnership Ltd. No cash was available for distribution during the nine months ended March 31, 1999. 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 Company and Newnel Partnership 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: 1.34% to F. Trace, Inc., the former general partner of Unicom 49.33% to Newnel Partnership 3.58% to certain individuals who made cash advances to Unicom on behalf of the Company 45.75% to the Company 100.00% Subsequently, of the holders of the 26.76%, individuals receiving 23.27% were admitted as limited partners of Unicom, with the 3.49% remaining as non-partner distributees. Restating the above to reflect the admission of the aforesaid individuals as limited partners, the cash flow available for distribution after the payment of the $13,351,210 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 Unicom 23.27% to the newly admitted limited partners 36.12% to Newnel Partnership. 36.12% to the Company (including 2.62% given to certain individuals who made cash advances to Unicom on behalf of the Company) 100.00% The amount of the distribution to be received by the Company is the same under both of the above calculations. Page 8 ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS MARCH 31, 1999 FINANCIAL CONDITION (Continued) In addition, CPC assigned 9.00% 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 for the nine months ended March 31, 1999 were equal to the period ended March 31, 1998. Page 9 CONDENSED FINANCIAL INFORMATION FOR REAL ESTATE PARTNERSHIPS MARCH 31, 1999 CITY PLANNED COMMUNITIES & UNICOM PARTNERSHIP, LTD. CONDENSED COMBINED BALANCE SHEETS MARCH 31, 1999 AND JUNE 30, 1998 (UNAUDITED)
MARCH JUNE 31, 1999 30, 1998 ASSETS: Property and equipment - net of depreciation $ 26,498,355 $ 26,936,190 Cash 1,154,650 1,128,620 Cash-restricted 671,147 686,127 Real estate held for sale (cost) 9,666 9,666 Deferred and prepaid expenses 1,340,773 1,588,229 Other assets 501,495 599,750 Notes receivable - related party 286,402 - Total $ 30,462,488 $ 30,948,582 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT): Mortgage payable, including accrued interest $27,220,126 $27,097,304 Accounts payable and other liabilities 1,664,440 1,788,170 Notes payable - related parties 581,464 849,987 Unamortized interest mortgage modification 2,310,652 2,355,572 Option deposits 4,500,000 4,500,000 Note payable - 40,812 Partners' capital (deficit) (5,814,194) (5,683,263) Total $ 30,462,488 $ 30,948,582
See notes to financial statements. Page 10 CONDENSED FINANCIAL INFORMATION FOR REAL ESTATE PARTNERSHIPS MARCH 31, 1999 CITY PLANNED COMMUNITIES & UNICOM PARTNERSHIP, LTD. CONDENSED COMBINED PROFIT AND LOSS INFORMATION THREE MONTHS AND NINE MONTHS ENDED MARCH 31, 1999 AND 1998 (CONTINUED) (UNAUDITED)
THREE MONTHS ENDED NINE MONTHS ENDED MARCH 31, MARCH 31, 1 9 9 9 1 9 9 8 1 9 9 9 1 9 9 8 REVENUES: Rental $ - $ - $ - $ - Interest and other 4,560 3,722 14,170 12,317 Lease income 1,526,794 1,251,450 3,885,072 3,399,945 Total $ 1,531,354 $ 1,255,172 $ 3,899,242 $ 3,412,262 EXPENSES: General and administra- tive $ 47,106 $ 15,993 $ 441,932 $ 553,025 Interest 730,180 765,543 1,822,228 2,160,695 Depreciation and amortiza- tion 253,723 206,365 761,168 619,095 Taxes and insurance 544,268 92,699 889,527 333,232 $ 1,575,277 $1,080,600 $ 3,914,855 $ 3,666,047 NET PROFIT (LOSS) $ (43,923) $ 174,572 $ (15,613) $ (253,785)
See notes to financial statements. Page 11 ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) EXHIBIT - COMPUTATION OF INCOME (LOSS) PER PARTNERSHIP UNIT NINE MONTHS ENDED MARCH 31, 1999 AND 1998 (UNAUDITED) 1 9 9 9 1 9 9 8 Partnership units outstanding 3,118,303 3,118,303 Net Income (Loss) $ (15,613) $ (170,432) Net Income (Loss) Per Partnership Unit $ (0.00) $ (0.05) See notes to financial statements. Page 12 ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) 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 13 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: May 27,1999 EX-27 2
5 9-MOS JUN-30-1999 MAR-31-1999 53702 0 0 0 0 0 0 0 54912 27141 0 0 0 0 0 54912 0 (38174) 0 0 60545 0 71713 (170432) 0 (170432) 0 0 0 (170432) 0 0
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