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Alp Liquidating Trust
10-Q 2018-06-30 Quarter: 2018-06-30
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ALPLT 2018-06-30
Part I. Financial Information
Item 1. Financial Statements
Item 2.Management's Discussion and Analysis of Financial Condition And
Item 4T. Controls and Procedures
Part II. Other Information
Item 1. Legal Proceedings
Item 6. Exhibits
EX-31.1 alp20180618-exh311.htm
EX-31.2 alp20180618-exh312.htm
EX-32 alp20180618-exh32.htm

Alp Liquidating Trust Earnings 2018-06-30

ALPLT 10Q Quarterly Report

Balance SheetIncome StatementCash Flow

10-Q 1 alp-20180618.htm ALP LIQUIDATING TRUST - FORM 10-Q - 6/30/18

United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

Quarterly Report under Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

For the quarter ended June 30, 2018 Commission file #0-16976

 

 

ALP LIQUIDATING TRUST

(Exact name of registrant as specified in its charter)

 

 

Delaware

(State of organization)

36-6044597

(I.R.S. Employer Identification No.)

   

900 N. Michigan Ave., Chicago, Illinois

(Address of principal executive office)

60611

(Zip Code)

 

Registrant's telephone number, including area code 312-915-1987

 

 

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 (the "Exchange Act") during the preceding 12 months (or for such a shorter period that 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 by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.

 

  Large accelerated filer [    ]   Accelerated filer [     ]  
  Non-accelerated filer [    ]   Smaller reporting Company [ X ]  

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [     ]    No [ X ]

 

1 

 

TABLE OF CONTENTS

 

 

 

Part I   FINANCIAL INFORMATION    
         
Item 1.   Consolidated Condensed Financial Statements (unaudited) 3  
         
Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations 13  
         
Item 4T.   Controls and Procedures 15  
         
Part II  OTHER INFORMATION    
         
Item 1.   Legal Proceedings 15  
         
Item 6.   Exhibits 15  
         
SIGNATURES 16  

 

 

2 

Part I.  Financial Information

Item 1.  Financial Statements

 

ALP LIQUIDATING TRUST

 

Consolidated Condensed Balance Sheets

 

(Unaudited)

 

 

 

 

June 30,

2018

 

December 31,

2017

Assets
Cash and cash equivalents $ 9,989,454    $ 10,126,256 
Prepaid expenses and other assets   78,197      62,979 
           
          Total assets $ 10,067,651    $ 10,189,235 
 
Liabilities and Unit Holders’ Equity
Accounts payable and accrued expenses $ 170,738    $ 138,915 
          Total liabilities   170,738      138,915 
           
Commitments and Contingencies          
           

Unit Holders’ equity (439,532 beneficial interest units

    at June 30, 2018 and December 31, 2017)

  9,859,882      10,013,473 
           
Non controlling interest   37,031      36,847 
           
          Total equity   9,896,913      10,050,320 
           
          Total liabilities and Unit Holders’ equity $ 10,067,651    $ 10,189,235 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these consolidated condensed financial statements.

3 

ALP LIQUIDATING TRUST

 

Consolidated Condensed Statements of Operations

 

For the Three and Six Months Ended June 30, 2018 and 2017

 

(Unaudited)

 

 

 

 

Three Months Ended

June 30,

 

Six Months Ended

June 30,

  2018   2017   2018   2017
Income:                      
  Interest and other income $ 55,174    $ 15,424    $ 183,382    $ 25,008 
                       
Expenses:                      
  Professional services   (56,982)     122,351      91,262      232,933 
  General and administrative   129,298      69,871      242,251      155,947 
  Other   2,730      6,230      3,276      6,740 
    75,046      198,452      336,789      395,620 
                       
      Net loss   (19,872)     (183,028)     (153,407)     (370,612)
                       

      Less: Net gain (loss)

       attributable to non-

       controlling interests

  116      (39)     184      (56)
                       

      Net loss attributable

        to Unit Holders

$ (19,988)   $ (182,989)   $ (153,591)   $ (370,556)
                       

      Net loss per beneficial

        interest unit

$ (0.05)   $ (0.42)   $ (0.35)   $ (0.84)
                       

      Cash distributions per

        beneficial interest unit

$   $   $   $

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these consolidated condensed financial statements.

4 

 

ALP LIQUIDATING TRUST

 

Consolidated Condensed Statement of Changes in Unitholders’ Equity

 

For the Six Months Ended June 30, 2018

 

(Unaudited)

 

 

 

  Total  

Unit

Holders

 

Non-Controlling

Interests

                 
Balance, January 1, 2018 $ 10,050,320    $ 10,013,473    $ 36,847 
Net gain (loss)   (153,407)     (153,591)     184 
                 
Balance, June 30, 2018 $ 9,896,913    $ 9,859,882    $ 37,031 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these consolidated condensed financial statements.

5 

 

ALP LIQUIDATING TRUST

 

Consolidated Condensed Statements of Cash Flows

 

For the Six Months Ended June 30, 2018 and 2017

 

(Unaudited)

 

 

 

  2018   2017
Operating activities:          
  Net loss $ (153,407)   $ (370,612)
  Changes in:          
      Prepaid expenses and other assets   (15,218)     -- 
      Accounts payable and accrued expenses   31,823      (258,697)
          Net cash used in operating activities   (136,802)     (629,309)
           
          Decrease in cash and cash equivalents   (136,802)     (629,309)
           
          Cash and cash equivalents, beginning of period   10,126,256      11,411,883 
           
          Cash and cash equivalents, end of period $ 9,989,454    $ 10,782,574 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these consolidated condensed financial statements.

6 

 

ALP LIQUIDATING TRUST

 

Notes to Consolidated Condensed Financial Statements

 

June 30, 2018

(Unaudited)

 

 

Operations

 

On September 30, 2005, Arvida/JMB Partners, L.P. (the "Partnership") completed its liquidation by contributing all of its remaining assets to ALP Liquidating Trust ("ALP"), subject to all of the Partnership's obligations and liabilities. Arvida Company ("Arvida"), an affiliate of the general partner of the Partnership, acts as Administrator (the "Administrator") of ALP.

 

In connection with its formation, ALP issued a total of 448,794 beneficial interest units to the partners of the Partnership ("Unit Holders"). In the liquidation, each partner in the Partnership received a beneficial interest in ALP for each interest the partner held in the Partnership. As a result, a partner's percentage interest in ALP remained the same as that person's percentage interest was in the Partnership immediately prior to its liquidation.

 

Upon completion of the liquidation of the Partnership, pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), ALP elected to become the successor issuer to the Partnership for reporting purposes under the Exchange Act and elect to report under the Exchange Act effective September 30, 2005. ALP has assumed all reports filed by the Partnership prior to liquidation of the Partnership under the Exchange Act. Throughout this quarterly report, references to ALP shall be deemed to include activities of the Partnership prior to September 30, 2005.

 

Summary of Significant Accounting Policies

 

Readers of this quarterly report should refer to the audited financial statements for the fiscal year ended December 31, 2017, which are included in ALP’s 2017 Annual Report on Form 10-K (File No. 0-16976) filed on March 20, 2018, as certain footnote disclosures which would substantially duplicate those contained in such audited financial statements, and which are required by U.S. generally accepted accounting principles for complete financial statements, have been omitted from this report. Capitalized terms used but not defined in this quarterly report have the same meanings as in the 2017 Annual Report.

 

The unaudited consolidated condensed financial statements and notes have been prepared on the same basis as the annual audited financial statements and include all adjustments, which are in the opinion of management, necessary to present a fair statement of ALP's financial position, results of operations and of cash flows as of and for the interim periods presented. The results of operations for the three and six months ended June 30, 2018 are not necessarily indicative of the results to be expected for the year ending December 31, 2018 or for any other interim period or for any other future year.

 

The carrying amount of ALP’s financial instruments, principally cash and cash equivalents, other assets, accounts payable and accrued expenses approximate fair value at June 30, 2018 and December 31, 2017.

7 

 

Basis of Presentation

 

The Financial Accounting Standards Board (“FASB”) issued accounting guidance on when and how an entity should apply the liquidation basis of accounting. Under the guidance, liquidation basis of accounting should only be used when liquidation is imminent, as defined in the guidance. Liquidation basis of accounting requires an entity to measure its assets at the estimated amount of cash or other consideration that it expects to collect and its liabilities at the amount otherwise prescribed under U.S. GAAP. ALP has assessed the guidance and concluded that the liquidation of ALP is not imminent, as defined in the guidance. ALP will continue to monitor whether liquidation is imminent and, thereby, evaluate whether liquidation basis of accounting is required.

 

Until the ultimate completion of the liquidation, winding up and termination of ALP, it is currently anticipated that ALP will retain all or substantially all of its funds in reserve to provide for the payment of, the defense against, or other satisfaction or resolution of obligations, liabilities (including contingent liabilities) and current and possible future claims, and pending and possible future litigation. It is not possible at this time to estimate the amount of time or money that it will take to effect ALP's liquidation, winding up and termination. That portion, if any, of the funds held in reserve that are not ultimately used to pay, defend or otherwise resolve or satisfy obligations, liabilities or claims are currently anticipated to be distributed to the Unit Holders in ALP at a later date and may not be distributed until the completion of the liquidation. At such time that ALP considers its liquidation, winding up and termination to be imminent and its net realizable assets to be reasonably determinable, it expects to adopt the liquidation basis of accounting.

 

Various factors may affect the timing of completing the liquidation, winding up and termination of ALP and the amount of liquidating distributions of funds, if any, out of those retained in reserve. These factors include the time and expense to resolve all obligations, liabilities and claims, including contingent liabilities and claims that are not yet asserted but may be made in the future. Among other things, delays in resolving pending or threatened litigation or other asserted claims, currently unasserted claims that arise in the future and other factors could result in a reduction in future distributions to Unit Holders in ALP and could extend the time, and significantly increase the cost, to complete the liquidation, winding up and termination of ALP. While ALP intends to defend against asserted claims where appropriate, it is currently not possible to identify or assess any defenses or counterclaims that may be available to ALP, or the magnitude of any claims that may be asserted.

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported or disclosed in the financial statements and accompanying notes. Significant estimates include the ultimate outcome of contingencies. Actual results could differ from those estimates.

 

Cash and Cash Equivalents

 

Cash and cash equivalents may consist of U.S. Government obligations with original maturities of three months or less, money market demand accounts and repurchase agreements, the cost of which approximates market value. ALP maintains funds in financial institutions that exceed the FDIC insured limit. ALP does not believe it is exposed to any significant credit risk.

 

8 

 

Liabilities and Professional Services

 

Accounts payable and accrued expenses primarily include professional services and legal fees. The liability also includes real estate taxes, and other miscellaneous accruals. ALP accrues liabilities when costs are incurred and such costs can be reasonably estimated.

 

Indemnification of Certain Persons

 

Under certain circumstances, ALP indemnifies the Administrator and certain other persons performing services on behalf of ALP for liability they may incur arising out of the indemnified persons' activities conducted on behalf of ALP. There is no limitation on the maximum potential payments under these indemnification obligations, and, due to the number and variety of events and circumstances under which these indemnification obligations could arise, ALP is not able to estimate such maximum potential payments. However, historically ALP has not made payments in material amounts under such indemnification obligations, and no amount has been accrued in the accompanying financial statements for these indemnification obligations of ALP.

 

Transactions with Affiliates

 

The Administrator or its affiliates are entitled to reimbursements for their direct expenses or out of pocket expenses related to the administration and management of ALP. For the six months ended June 30, 2018 and 2017, the Administrator or its affiliates were entitled to reimbursements for legal, accounting, treasury and corporate services. Such costs, included in general and administrative expenses, for the three and six months ended June 30, 2018 were $108,201 and $197,490, respectively, and $54,696 and $115,542 for the three and six months ended June 30, 2017, respectively.

 

Amounts receivable from or payable to the Administrator or its respective affiliates do not bear interest and are expected to be paid in future periods. At June 30, 2018 and December 31, 2017, approximately $70,000 and $56,000 was payable to the Administrator or its affiliates and is included in accounts payable and accrued expenses.

 

Commitments and Contingencies

 

As security for performance of certain development obligations, ALP was contingently liable under performance bonds for approximately $48,000. These performance bonds are fully collateralized.

 

In late 2007 it was determined that certain remnant parcels from past developments were still owned by ALP rather than by relevant homeowners associations or public entities. These remnant parcels generally have no value and, to the extent hereafter deeded to third parties, will result in no material proceeds to the Trust. ALP is working with relevant parties on some of these parcels to affect the transfer of these parcels where feasible. However, certain of these parcels carry past-due taxes that include years where they had been assessed on pre-subdivision values that, due to the passage of time and the expiration of local appeals periods, precluded their being deeded over in the normal course. These taxes are non-recourse to ALP. While these parcels are being handled on a case-by-case basis, where ALP is unable to effect a transfer whereby any material accrued taxes are waived by the taxing authority or assumed by the transferee, ALP generally will allow such parcels to be acquired by third parties at tax sale in order to relieve ALP from any future liabilities associated with them. ALP continues to work to transfer or otherwise dispose of the remaining parcels. The cost of completing this process is not expected to be material, however ALP is unable to predict the time period required.

9 

 

ALP accrues legal liabilities when it is probable that the future costs will be incurred and such costs can be reasonably estimated. Such accruals are based upon developments to date, management's estimates of the outcome of these matters and its experience in contesting, litigating and settling other matters.

 

The Partnership, the General Partner and certain related parties as well as other unrelated parties were named defendants in an action entitled Rothal v. Arvida/JMB Partners Ltd. et al., Case No. 03-10709 CACE 12, filed in the Circuit Court of the 17th Judicial Circuit in and for Broward County, Florida. In this suit that was originally filed on or about June 20, 2003, plaintiffs purported to bring a class action allegedly arising out of construction defects occurring during the development of Camellia Island in Weston, which has approximately 150 homes. On May 9, 2005, plaintiffs filed a nine count second amended complaint seeking unspecified general damages, special damages, statutory damages, prejudgment and post-judgment interest, costs, attorneys' fees, and such other relief as the court may deem just and proper. Plaintiffs complained, among other things, that the homes were not adequately built, that the homes were not built in conformity with the South Florida Building Code and plans on file with Broward County, Florida, that the roofs were not properly attached or were inadequate, that the truss systems and installation thereof were improper, and that the homes suffer from improper shutter storm protection systems. The Arvida defendants filed their answer to the amended complaint. The court concluded its hearings on the motion to certify the class covering the homes in Camellia Island and certified the class by order dated September 16, 2010. On October 15, 2010, the Partnership filed its notice of appeal challenging the certification order. On June 1, 2011, the appellate court affirmed the trial court’s order certifying the class. The case was returned to the trial court for further proceedings including trial. The parties and their insurers entered into various agreements in principle to settle this case and the related cases discussed hereafter, some of which agreements have been finalized. On June 22, 2016, the court gave final approval of the settlement of the Rothal class action. No timely appeal was taken from the court’s order approving the settlement and it is now final. Disbursements of Rothal settlement proceeds is taking place. The related agreements that Arvida has with various other parties and their insurers related to the funding of the settlement have been executed. Administration of the settlement is complete. The amounts associated with ALP’s share of the settlement are reflected in ALP’s financial statements.

 

10 

 

On October 31, 2012, the Partnership filed an action entitled ALP Liquidating Trust, et al. v. Waterproofing Systems of Miami, Inc. et al. in the Circuit Court of the 11th Judicial Circuit in and for Miami-Dade County, Florida, Case No. 12-42903 CA-06. The case arose out of and in connection with the Rothal claims against the Partnership and related insurance litigation (“Rothal Claims”). The defendants included Waterproofing Systems of Miami, Inc. (“Waterproofing”), the alleged roofing subcontractor for the homes involved in the Rothal action, Trinity Construction Corp. (“Trinity”), the alleged installer of the roofing trusses involved in the Rothal action, and Quality Truss Inc. (“Quality Truss”), the alleged manufacturer of the roofing trusses involved in the Rothal action. In the nine-count complaint for contractual indemnity, common law indemnity and negligence, plaintiffs essentially alleged that in the event they were held liable for defects and damages for the roofs and truss systems in the Rothal action, which defects and damages are denied to exist, plaintiffs were entitled to recover from each damages, attorneys’ fees as provided by contract or applicable law, as the case may be, or such other relief that the Court may deem just and proper. An amended complaint was filed on February 25, 2014. The case was transferred to the complex litigation division of the court. Waterproofing filed an answer to the amended complaint and Arvida has replied. Trinity filed an answer to the amended complaint and a counterclaim. In Trinity’s counterclaim it seeks, among other things, a declaratory judgment that it had no duty to indemnify or defend Arvida in the Rothal action and that it is entitled to its attorneys’ fees and costs. Quality Truss has filed an answer to the amended complaint. A mutual release and settlement agreement has been executed providing funding for the settlement of the Rothal lawsuit and dismissal of this action. A dismissal order was entered on November 7, 2016. Administration of the Rothal settlement is complete.

 

On June 23, 2011, the Partnership was sued in a case entitled, Investors Insurance Company of America (“Investors Insurance”) v. Waterproofing Systems, Inc., et al., Case No. 0:11-cv-61408-DMM, United States District Court for the Southern District of Florida (Ft. Lauderdale). In the complaint, as amended, an insurer for Waterproofing Systems, Inc. and Waterproofing Systems of Miami, Inc. (“Waterproofing”), the alleged roofer of the homes and co-defendant in the Rothal case discussed above sought a declaratory judgment order that it owed no duty of indemnity or defense to Waterproofing for the damages sought in the Rothal complaint. In the Investors Insurance complaint, as amended, the plaintiff declared that ALP has an interest in the plaintiff’s policies that purport to cover Waterproofing and by its complaint sought an order that would attempt to effectively adjudicate ALP’s rights to any coverage benefits under the Investors Insurance policies. The Partnership filed a motion to dismiss the case for lack of jurisdiction and a motion to stay. The motion to dismiss Arvida was granted. The court determined that Investors Insurance had a duty to defend its insured and the case was subsequently dismissed with prejudice except that the court reserved jurisdiction to determine whether the insurer has a duty to indemnify once the underlying Rothal action concluded. A mutual release and settlement agreement has been executed providing funding for the settlement of the Rothal lawsuit and dismissal of this action. Administration of the Rothal settlement is complete.

 

On January 19, 2012, the Partnership was sued in a case entitled, Scottsdale Insurance Company v. Richard Rothal, et al., Case No. 2012-CA-03451, in the Circuit Court of the Seventeenth Circuit in and for Broward County, Florida, Complex Litigation Unit. In this case, Scottsdale Insurance Company (“Scottsdale”), an alleged insurer of Waterproofing Systems of Miami, Inc. (“Waterproofing”), sought a declaratory judgment against, among others, Waterproofing, the class certified in the Rothal action and the Partnership, seeking a declaration of Scottsdale’s rights and obligations under two commercial general liability policies it allegedly issued over the years May 29, 2000 - May 29, 2002. The case was transferred from the complex litigation unit to the trial court handling the Rothal action. The declaration in this case sought to affect the rights that Waterproofing, Rothal, and the Partnership might have in these policies. On or about August 29, 2012, the Partnership filed an answer, affirmative defenses and a counterclaim seeking, among other things, defense and indemnity in connection with the Rothal action. Scottsdale filed an answer to the Partnership’s counterclaim. A mutual release and settlement agreement has been executed providing

11 

 

funding for the settlement of the Rothal lawsuit and dismissal of this action. A dismissal order was entered in November 15, 2016. Administration of the Rothal settlement is complete.

 

On July 15, 2014, the Partnership and affiliated and associated entities (“Partnership”) filed a two-count complaint for breach of contract and declaratory judgment in the Circuit Court for the 11th Judicial Circuit in and for Miami Dade County, Florida entitled Arvida/JMB Partners, et al v. Lexington Insurance Company, Case No. 14-018397 CA 01. This suit was filed against Lexington Insurance Company (“Lexington”) alleging, among other things, that Lexington has failed to timely pay the Partnership’s defense costs for the Rothal litigation. The Partnership alleged that Lexington was under an obligation to pay the Partnership’s defense costs on a timely basis under various insurance policies it wrote covering the roofer in the Rothal litigation and which obligate Lexington to defend and indemnify the Partnership. The Partnership sought damages, pre and post-judgment interest, attorneys’ fees and any further relief the Court deems equitable, just and proper. On September 19, 2014, Lexington filed an answer, affirmative defenses, and a counterclaim to the Partnership’s complaint. In the counterclaim, Lexington sought, among other things, a declaration that it has no duty to defend or indemnify the Partnership, that its duty to reimburse the Partnership for fees should be shared with the Partnership’s carriers and be more limited in amount and scope. Lexington joined Waterproofing and Zurich in its counterclaim alleged due to their interest in the outcome. Each of them filed a responsive pleading to the Lexington counterclaim. The Partnership filed its reply to the Lexington counterclaim. A mutual release and settlement agreement has been executed providing funding for the settlement of the Rothal lawsuit and dismissal of this action. The action was dismissed by an order dated November 7, 2016. Administration of the Rothal settlement is complete.

 

Other than as described above, the Partnership is not subject to any material legal proceedings, other than ordinary routine litigation incidental to the business of the Partnership. ALP evaluates subsequent events up until the date the consolidated financial statements are issued.

 

12 

 

Item 2.Management’s Discussion and Analysis of Financial Condition and

Results of Operations

 

Reference is made to the notes to the accompanying financial statements ("Notes") contained in this report for additional information concerning the Liquidating Trust.

 

This report, including this Management's Discussion and Analysis of Financial Condition and Results of Operations, contains forward-looking statements. Words like "believes," "expects," "anticipates," "likely," and similar expressions used in this report are intended to identify forward-looking statements. These forward-looking statements give ALP's current estimates or expectations of future events, circumstances or results, including statements concerning possible future distributions and the amount of time and money that may be involved in completing the liquidation, winding up and termination of ALP. Any forward-looking statements made in this report are based upon ALP's understanding of facts and circumstances as they exist on the date of this report, and therefore such statements speak only as of that date. In addition, the forward-looking statements contained in this report are subject to risks, uncertainties and other factors that may cause the actual events or circumstances, or the results or performances of ALP, to be materially different from those estimated or expected, expressly or implicitly, in the forward-looking statements. In particular, but without limitation, the accuracy of statements concerning possible future distributions to the holders of the beneficial interest units (the "Unit Holders") or the timing, proceeds or costs associated with completion of a liquidation, winding up and termination may be adversely affected by, among other things, various factors discussed below.

 

Overview

 

Effective September 30, 2005, Arvida/JMB Partners, L.P. (the "Partnership") completed its liquidation by contributing all of its remaining assets to ALP Liquidating Trust ("ALP"), subject to all of the Partnership's obligations and liabilities. Arvida Company, an affiliate of the general partner of the Partnership, acts as Administrator (the "Administrator") of ALP.

 

In connection with its formation, ALP issued a total of 448,794 beneficial interest units to the partners of the Partnership. In the liquidation, each partner in the Partnership received a beneficial interest in ALP for each interest the partner held in the Partnership. As a result, a partner's percentage interest in ALP remained the same as that person's percentage interest was in the Partnership immediately prior to its liquidation.

 

Upon completion of the liquidation of the Partnership, pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), ALP elected to become the successor issuer to the Partnership for reporting purposes under the Exchange Act and elect to report under the Exchange Act effective September 30, 2005. ALP has assumed all reports filed by the Partnership prior to liquidation of the Partnership under the Exchange Act.

 

Critical Accounting Policies

 

ALP accrues liabilities when it is probable that the future costs will be incurred and such costs can be reasonably estimated. Such accruals are based upon developments to date, management's estimates of the outcome of these matters and its experience in such matters. Actual future claims and contingencies could differ from the currently estimated amounts.

13 

 

Liquidity and Capital Resources

 

At June 30, 2018, ALP had unrestricted cash and cash equivalents of approximately $9,989,000. The source of both short-term and long-term future liquidity is expected to be derived from cash on hand, short term cash investments and income earned thereon.

 

Until the ultimate completion of the liquidation, winding up and termination of ALP, it is currently anticipated that ALP will retain all or substantially all of its funds in reserve to provide for the payment of, the defense against, or other satisfaction or resolution of obligations, liabilities (including contingent liabilities) and current and possible future claims, and pending and possible future litigation. It is not possible at this time to estimate the amount of time or money that it will take to effect ALP's liquidation, winding up and termination. That portion, if any, of the funds held in reserve that are not ultimately used to pay, defend or otherwise resolve or satisfy obligations, liabilities or claims are currently anticipated to be distributed to the Unit Holders in ALP at a later date and may not be distributed until the completion of the liquidation. At such time that ALP considers its liquidation, winding up and termination to be imminent and its net realizable assets to be reasonably determinable, it expects to adopt the liquidation basis of accounting.

 

Results of Operations

 

The increase in accounts payable and accrued expenses at June 30, 2018 as compared to December 31, 2017 is due to the timing of payments made on litigation related expenses in which ALP is involved and the timing of payments for recurring services.

 

The increase in interest and other income for the three and six months ended June 30, 2018 as compared to the same period in 2017 is due to the release of certain deed restrictions to outside parties that occurred in January and May of 2018.

 

The decrease in professional services for the three months ended June 30, 2018 as compared to the same period in 2017 is due to amounts received related to a reversion of costs that were incurred related to settle certain litigation in which ALP is involved. The decrease in professional services for the six months ended June 30, 2018 as compared to the same period in 2017 is due to a decrease in litigation related expenses in which ALP is involved.

 

The increase in general and administrative expense for the three and six months ended June 30, 2018 as compared to the same period in 2017 is primarily due to the timing of payment for recurring services and an increase in salary reimbursements by ALP.

 

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Item 4T. Controls and Procedures

 

Pursuant to Section 302 of the Sarbanes-Oxley Act and Rule 13a-15 of the Securities Exchange Act of 1934 (the "Exchange Act") promulgated thereunder, the principal executive officer and the principal financial officer of the Liquidating Trust have evaluated the effectiveness of the Liquidating Trust's disclosure controls and procedures as of the end of the period covered by this report. Based on such evaluation, the principal executive officer and the principal financial officer have concluded that the Liquidating Trust's disclosure controls and procedures were effective as of the end of the period covered by this report to ensure that information required to be disclosed in this report was recorded, processed, summarized and reported within the time period specified in the applicable rules and form of the Securities and Exchange Commission for this report.

 

Changes in Internal Control over Financial Reporting

 

There were no significant changes to our internal control over financial reporting (as defined in Rule 13a-15(f) or Rule 15d-15(f) of the Securities Exchange Act of 1934) during the three months ended June 30, 2018 that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting.

 

 

Part II.  Other Information

 

Item 1.  Legal Proceedings

 

See Item 1 of the Financial Statements included in Part I of this report.

 

 

Item 6.  Exhibits

 

  (a) Exhibits
    4.1 Liquidating Trust Agreement of ALP Liquidating Trust, dated as of September 30, 2005, by and among, Arvida/JMB Partners, L.P., Arvida Company, as Administrator, and Wilmington Trust Company, as Resident Trustee.
       
    31.1 Certification of the Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, is filed herewith.
       
    31.2 Certification of the Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, is filed herewith.
       
    32 Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 are furnished herewith.
       
  (b) No reports on Form 8-K were filed since the beginning of the last quarter of the period covered by this report.

 

 

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SIGNATURES

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Partnership has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

  ALP LIQUIDATING TRUST.
     
  By:

Arvida Company

as Administrator

     
    RICHARD HELLAND
  By: Richard Helland, Vice President
  Date: August 9, 2018

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed on behalf of ALP Liquidating Trust by the following person in the capacities and on the date indicated.

 

    RICHARD HELLAND
  By:

Richard Helland

Principal Accounting Officer

  Date: August 9, 2018

 

 

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