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, 2000 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, 2000 Limited Partnership Units 3,118,303 Units ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) * * * * * * * * * * * * * * FINANCIAL STATEMENTS AND SCHEDULES NINE MONTHS ENDED MARCH 31, 2000 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, 2000 and June 30, 1999 2 Condensed Statements of Operations - Three Months and Nine Months ended March 31, 2000 and 1999 3 Condensed Statements of Cash Flows - Nine Months ended March 31, 2000 and 1999 4-5 Financial Data Schedule 6 Notes to Condensed Financial Statements - March 31, 2000 and 1999 7 Management's Discussion and Analysis of the Financial Condition and Results of Operations - March 31, 2000 8-9 Condensed Financial Information for City Planned Communities and Unicom Partnership, Ltd., 50% and 49-1/2% owned Real Estate Partnerships, respectively - March 31, 2000, 1999, and June 30, 1999 10-11 Exhibit - Computation of Income (Loss) per partnership Unit - Nine Months ended March 31, 2000 and 1999 12 PART II Other Information 13 Signatures 14 Page 2 ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) CONDENSED BALANCE SHEETS MARCH 31, 2000 AND JUNE 30, 1999 (UNAUDITED) MARCH JUNE 31, 2000 30, 1999 Assets Cash $ 2,309 $ 20,425 Other assets 1,210 1,210 Total Assets $ 3,519 $ 21,635 Liabilities and Partners' Capital (Deficit) Liabilities: Notes payable - related party $ 222,032 $ 194,805 Notes payable 590,624 573,225 Accounts payable and other liabilities 33,578 30,474 4% convertible subordinated debentures due 1989 2,612,247 2,563,433 Partnership distributions payable 252,496 252,496 $ 3,710,977 $ 3,614,433 Deficiency in real estate joint venture $ 1,033,912 $ 1,015,561 Partners' Deficit $ (4,512,716) $ (4,383,983) Notes receivable - officers/partners $ (228,654) $ (224,376) $ (4,741,370) $ (4,608,359) Total Liabilities and Partners' Capital (Deficit) $ 3,519 $ 21,635 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, 2000 AND 1999 (UNAUDITED) THREE MONTHS ENDED NINE MONTHS ENDED MARCH 31, MARCH 31, 2 0 0 0 1 9 9 9 2 0 0 0 1 9 9 9 REVENUES: Partnership loss $ - $ (4,285) $ - $ (18,200) Other income 1,423 1,764 4,687 5,662 $ 1,423 $ (2,521)$ 4,687 $ (12,538) Total Net Revenues (Expenses) $ 1,423 $ (2,521)$ 4,687 $ (12,538) COST AND EXPENSES: Selling, general and administrative $ 14,905 $ 17,232 $ 39,537 $ 63,327 Interest 28,898 29,548 93,883 87,263 $ 43,803 $ 46,780 $ 133,420 $ 150,590 NET LOSS $ (42,380) $ (49,301)$ (128,733) $ (163,128) NET (LOSS) INCOME PER PARTNERSHIP UNIT (0.01) (0.02) (0.04) (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, 2000 AND 1999 (UNAUDITED) 2 0 0 0 1 9 9 9 CASH FLOW FROM OPERATING ACTIVITIES: Cash received from other activities $ 1,080 $ 2,420 Cash paid for selling, general and administrative expenses (36,433) (67,853) Interest paid (42,710) - Net Cash Provided (Used) by Operating Activities $ (78,063) $ (65,433) CASH FLOW FROM FINANCING ACTIVITIES: Proceeds from notes receivable - related party - net $ 17,236 $ 15,098 Mortgage and note payable - net 24,360 100,000 Net Cash Provided (Used) by Financing Activities $ 41,596 $ 115,098 CASH FLOW FROM INVESTING ACTIVITIES: Distribution from partnership $ 18,351 $ - Net Cash Provided by Investing Activities $ 18,351 $ - NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ (18,116) $ 49,665 CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 20,425 4,037 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 2,309 $ 53,702 See notes to financial statements. Page 5 ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) CONDENSED STATEMENTS OF CASH FLOWS NINE MONTHS ENDED MARCH 31, 2000 AND 1999 (UNAUDITED) (CONTINUED) 2 0 0 0 1 9 9 9 RECONCILIATION OF NET (LOSS) TO NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES: Net (loss) $ (128,733) $ (163,128) CHANGES IN ASSETS AND LIABILITIES: (Increase) decrease in accounts receivable and other assets $ - $ 1,746 Increase in accrued interest receivable (3,607) (4,199) Decrease in equity in partnerships - 18,200 Increase (decrease) in accounts pay- able and accrued expenses 3,104 (6,272) Increase in 4% convertible debentures interest 48,814 48,813 Increase (decrease)in notes payable (6,961) 39,407 Increase in note payable - CPC 9,320 - Total Adjustments $ 50,670 $ 97,695 NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES $ (78,063) $ (65,433) See notes to financial statements. Page 6 ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) FINANCIAL DATA SCHEDULE QUARTER ENDED MARCH 31, 2000, DECEMBER 31, 1999 AND SEPTEMBER 30, 1999 (UNAUDITED) MARCH DECEMBER SEPTEMBER 31, 2000 31, 1999 30, 1999 EXHIBIT 27 Cash $ 2,309 $ 12,203 $ 20,379 Receivables 1,210 1,210 1,210 Total Assets 3,519 13,413 21,589 Notes Payable 812,656 810,012 794,260 Convertible Subordinated Debentures 2,612,247 2,595,976 2,579,705 Partners' Deficit (4,512,716) (4,470,330) (4,425,768) Total Liabilities and Partners' Deficit 3,519 13,413 21,589 Total Revenues 1,423 1,577 1,687 Total Cost and Expenses 43,803 46,145 43,472 Net Income (Loss) (42,380) (44,568) (41,785) Loss Per Partnership Unit (.013) (.014) (.013) See notes to financial statements. Page 7 ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) NOTES TO CONDENSED FINANCIAL STATEMENTS NINE MONTHS ENDED MARCH 31 2000 AND 1999 (UNAUDITED) 1. The financial statement information for the nine months ended March 31, 2000 and 1999 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 8 ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS MARCH 31, 2000 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, 2000. 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 9 ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS MARCH 31, 2000 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, 2000 were a penny a share less than the nine month period ended March 31, 1999 due to a reduction in selling, general and administrative expenses. Page 10 CONDENSED FINANCIAL INFORMATION FOR REAL ESTATE PARTNERSHIPS CITY PLANNED COMMUNITIES & UNICOM PARTNERSHIP, LTD. CONDENSED COMBINED BALANCE SHEETS MARCH 31, 2000 AND JUNE 30, 1999 (UNAUDITED) MARCH JUNE 31, 2000 30, 1999 ASSETS: Property and equipment - net of depreciation $ 25,694,852 $ 26,296,778 Cash 1,171,955 1,526,882 Cash-restricted 758,988 734,986 Real estate held for sale (cost) 9,666 9,666 Deferred and prepaid expenses 1,183,057 1,457,164 Other assets 548,792 571,678 Notes receivable - related party 309,235 - Total $29,676,545 $ 30,597,154 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT): Mortgage payable, including accrued interest $26,990,112 $26,985,002 Accounts payable and other liabilities 1,500,444 2,031,219 Notes payable - related parties - 380,627 Unamortized interest mortgage modification 2,217,644 2,276,756 Option deposits 4,500,000 4,500,000 Note payable 51,980 27,413 Partners' capital (deficit) (5,583,635) (5,603,863) Total $ 29,676,545 $ 30,597,154 See notes to financial statements. Page 11 CONDENSED FINANCIAL INFORMATION FOR REAL ESTATE PARTNERSHIPS CITY PLANNED COMMUNITIES & UNICOM PARTNERSHIP, LTD. CONDENSED COMBINED PROFIT AND LOSS INFORMATION THREE MONTHS AND NINE MONTHS ENDED MARCH 31, 2000 AND 1999 (UNAUDITED) THREE MONTHS ENDED NINE MONTHS ENDED MARCH 31, MARCH 31, 2 0 0 0 1 9 9 9 2 0 0 0 1 9 9 9 REVENUES: Rental $ - $ - $ - $ - Interest and other 1,052 4,560 15,404 14,170 Lease income 1,431,002 1,526,794 4,635,234 3,885,072 Total $ 1,432,054 $ 1,531,354 $ 4,650,638 $ 3,899,242 EXPENSES: General and administra- tive $ 358,309 $ 47,106 $ 1,059,113 $ 441,932 Interest 571,251 730,180 1,709,240 1,822,228 Depreciation and amortiza- tion 266,723 253,723 790,168 761,168 Taxes and insurance 35,291 544,268 566,228 889,527 $ 1,231,574 $1,575,277 $ 4,124,749 $ 3,914,855 NET PROFIT (LOSS) $ 200,480 $ (43,923) $ 525,889 $ (15,613) See notes to financial statements. Page 12 ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) EXHIBIT - COMPUTATION OF INCOME (LOSS) PER PARTNERSHIP UNIT NINE MONTHS ENDED MARCH 31, 2000 AND 1999 (UNAUDITED) 2 0 0 0 1 9 9 9 Partnership units outstanding 3,118,303 3,118,303 Net Income (Loss) $ (128,733) $ (163,128) Net Income (Loss) Per Partnership Unit $ (0.04) $ (0.05) See notes to financial statements. Page 13 ALL-STATE PROPERTIES L.P. (A LIMITED PARTNERSHIP) PART II - OTHER INFORMATION ITEM 1 - Legal Proceedings A limited partnership in which the Company is the limited partner has been named as a defendant in a lawsuit seeking all damages allowable under the Florida Wrongful Death Act. On or about April 17, 1998, one of the decedents was operating a motor vehicle in the parking lot of a condominium developed by the defendant limited partnership when she drove said vehicle into a canal abutting but not part of the condominium property. The other decedent was a passenger in said vehicle. By Order dated February 23, 2000, the limited partnership's Motion to Dismiss the Second Amended Complaint as to it was granted with prejudice. On February 29, 2000, the Plaintiff filed a Notice of Appeal to the Fourth District Court of Appeals with respect to said Order. The Company does not believe it has any liability. 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 October 8, 1999, incorporated by reference. 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: May 15,2000