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 DECEMBER 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 December 31, 2000
Limited Partnership Units 3,118,303 Units
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
* * * * * * * * * * * * * *
FINANCIAL STATEMENTS AND SCHEDULES
SIX MONTHS ENDED DECEMBER 31, 2000
Page 1
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
I N D E X
ITEM DESCRIPTION NUMBER
PART I Index 1
Independent Accountant's Report 2
Financial Information:
Condensed Balance Sheets -December 31,
2000 and June 30, 2000 3
Condensed Statements of Operations -
Three Months and Six Months ended
December 31, 2000 and 1999 4
Condensed Statements of Cash Flows -
Six Months ended December 31, 2000
and 1999 5-6
Financial Data Schedule
Six Months ended December 31, 2000 and
Three Months ended September 30, 2000 7
Notes to Condensed Financial Statements -
December 31, 2000 and 1999 8-9
Management's Discussion and Analysis of
the Financial Condition and Results of
Operations - December 31, 2000 10-11
Condensed Financial Information for City
Planned Communities and Tunicom LLC, 50%
and 49-1/2% owned Real Estate Partnerships,
respectively - December 31, 2000, 1999 and
June 30, 2000 12-13
Exhibit - Computation of Income (Loss) per
Partnership Unit - six months ended
December 31, 2000 and 1999 14
PART II Other Information 15-16
Signatures 17
Page 2
FREEMAN BUCZYNER & GERO
1 SE THIRD AVENUE
SUITE 2120
MIAMI, FLORIDA 33131
305-375-0766
INDEPENDENT ACCOUNTANT'S REPORT
To the Partners
All-State Properties, L.P.
Lauderhill, Florida
We have reviewed the condensed balance sheet of All-State
Properties L.P. as of December 31, 2000 and the related condensed
statements of operations for the three-month and six-month
periods ended December 31, 2000 and 1999 and cash flows for the
six-month periods ended December 31, 2000 and 1999. These
financial statements are the responsibility of the partnership's
management.
We conducted our review in accordance with standards established
by the American Institute of Certified Public Accountants. A
review consists principally of inquiries of company personnel and
analytical procedures applied to financial data. It is
substantially less in scope than an audit in accordance with
generally accepted auditing standards, 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 accompanying financial
statements in order for them to be in conformity with generally
accepted accounting principles.
We have previously audited, in accordance with generally accepted
auditing standards, the balance sheet as of June 30, 2000, and
the related statements of operations, partners' capital and cash
flows for the year then ended (not presented herein); and in our
report October 9, 2000, we expressed an unqualified opinion on
those financial statements. In our opinion, the information set
forth in the accompanying condensed balance sheet as of June 30,
2000, is fairly stated, in all material respects, in relation to
the balance sheet from which it has been derived.
Freeman, Buczyner & Gero
March 2, 2001
Page 3
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
CONDENSED BALANCE SHEETS
DECEMBER 31, 2000 AND JUNE 30, 2000
(UNAUDITED)
DECEMBER JUNE
31ST 30TH
Assets 2 0 0 0 2 0 0 0
Cash $ 1,303,303 $ 5,316
Other assets 1,205 1,210
Total Assets $ 1,304,508 $ 6,526
Liabilities and Partners' Capital
(Deficit)
Liabilities:
Notes payable - related party $ - $ 225,116
Notes payable - 612,077
Accounts payable and other
liabilities 17,602 43,319
4% convertible subordinated
debentures due 1989 16,087 2,628,518
Partnership distributions payable 236,388 252,496
$ 270,077 $ 3,761,526
Deficiency in real estate joint
venture $ 4,276,080 $ 1,033,229
Partners' Deficit $ (3,010,194) $ (4,558,180)
Notes receivable - officers/partners (231,455) (230,049)
$ 1,034,431 $ (3,755,000)
Total Liabilities and Partners'
Capital (Deficit) $ 1,304,508 $ 6,526
See accompanying notes and accountant's report.
Page 4
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
CONDENSED STATEMENTS OF OPERATIONS
THREE MONTHS AND SIX MONTHS ENDED DECEMBER 31, 2000 AND 1999
(UNAUDITED)
THREE MONTHS ENDED SIX MONTHS ENDED
DECEMBER 31, DECEMBER 31,
2 0 0 0 1 9 9 9 2 0 0 0 1 9 9 9
REVENUES:
Partnership income
(loss) $ (11,294) $ - $ 2,089,113 $ -
Other income 24,547 1,577 33,555 3,264
$ 13,253 $ 1,577 $ 2,122,668 $ 3,264
COST AND EXPENSES:
Selling, general
and administrative $ 18,239 $ 13,954 $ 39,384 $ 24,632
Interest 227 32,191 35,280 64,985
$ 18,466 $ 46,145 $ 74,664 $ 89,617
NET INCOME (LOSS) $ (5,213) $ (44,568) $ 2,048,004 $ (86,353)
NET (LOSS) INCOME PER
PARTNERSHIP UNIT (0.00) (0.01) (.66) (0.03)
CASH DISTRIBUTIONS PER
UNIT NONE NONE NONE NONE
See accompanying notes and accountant's report.
Page 5
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
CONDENSED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED DECEMBER 31, 2000 AND 1999
(UNAUDITED)
2 0 0 0 1 9 9 9
CASH FLOW FROM OPERATING ACTIVITIES:
Interest income - collected $ 32,149 $ 734
Cash from sale of real estate - -
Cash received principally from
rental activities - -
Cash paid for selling, general and
administrative expenses (65,096) (18,143)
Interest paid (1,203,795) -
Net Cash Provided (Consumed) by
Operating Activities $ (1,236,742) $ (17,409)
CASH FLOW FROM FINANCING ACTIVITIES:
Cash from borrowing (Repayment) $ (2,297,217) $ 9,187
CASH FLOW FROM INVESTING ACTIVITIES
PARTNERSHIP AND PARTNERS - NET $ 4,831,946 -
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS $ 1,297,987 $ (8,222)
CASH AND CASH EQUIVALENTS AT
BEGINNING OF YEAR 5,316 20,425
CASH AND CASH EQUIVALENTS AT END
OF PERIOD $ 1,303,303 $ 12,203
RECONCILIATION OF NET INCOME(LOSS)
TO NET CASH PROVIDED(CONSUMED)BY
OPERATING ACTIVITIES:
Net Income (Loss) $ 2,048,004 $ (86,353)
See accompanying notes and accountant's report.
Page 6
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
CONDENSED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED DECEMBER 31, 2000 AND 1999
2 0 0 0 1 9 9 9
ADJUSTMENTS TO RECONCILE NET INCOME
(LOSS)TO NET CASH PROVIDED(CONSUMED)
BY OPERATING ACTIVITIES:
(Income) Loss of real estate part-
nerships $ (2,089,113) $ -
Changes in Assets and Liabilities:
(Decrease) increase in accrued
interest payable (1,168,515) 32,543
Increase in accrued interest
receivable (1,406) (2,883)
(Decrease) increase in accounts
payable (25,712) 6,489
Increase notes payable - 32,795
Total adjustments $ (3,284,746) $ 68,944
NET CASH PROVIDED (CONSUMED) BY
OPERATING ACTIVITIES $ (1,236,742) $ (17,409)
See accompanying notes and accountant's report.
Page 7
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
FINANCIAL DATA SCHEDULE
SIX MONTHS ENDED DECEMBER 31, 2000 AND
THREE MONTHS ENDED SEPTEMBER 30, 2000
DECEMBER 31, SEPTEMBER 30,
2 0 0 0 2 0 0 0
EXHIBIT 27
Cash $ 1,303,303 $ 1,302,009
Receivables 1,205 1,210
Total Assets 1,304,508 1,303,219
Notes Payable - -
Accounts payable 17,602 12,335
Convertible Subordinated
Debentures 16,087 16,087
Partnership distribution
payable 236,388 252,496
Deficiency in real estate
joint venture 4,276,080 4,253,362
Partners' Deficit (3,010,194) (2,999,615)
Notes receivable - officers
/partners (231,455) (231,446)
Total Liabilities and
Partners' Deficit 1,304,508 1,303,219
Total Revenues 13,253 2,109,415
Total Cost and Expenses 18,466 56,198
Net Income (loss) (5,213) 2,053,217
Income Per Partnership Unit (0.00) 0.66
See accompanying notes and accountant's report.
Page 8
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
NOTES TO CONDENSED FINANCIAL STATEMENTS
SIX MONTHS ENDED DECEMBER 31, 2000 AND 1999
1. 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.
In June 1999, control of the condominium association was
turned over to the unit owners by Wimbledon Development Ltd.,
the developer. All required funds for reserves and deferred
maintenance were delivered to the new condominium board.
Wimbledon Development Ltd., its general partner and the
Registrant, its limited partner, were issued releases with
respect to all matters pertaining to the condominium. (See
Item 1, Legal Proceedings)
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.
Page 9
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
NOTES TO CONDENSED FINANCIAL STATEMENTS
SIX MONTHS ENDED DECEMBER 31, 2000 AND 1999
3. Tunicom LLC ("Tunicom") (a limited liability corporation),
(formerly known as Unicom Partnership, Ltd.) 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 substantial limited
partnership interest in Tunicom. Accordingly, the beneficial
owners of Tunicom are substantially the same of those of
"CPC". Therefore, the financial statements for CPC and
Tunicom are presented on a combined basis to offer a complete
representation of the related entities.
4. On August 16, 2000, Tunicom sold the adult rental retirement
facility, including the real property and certain tangible
and intangible assets, for a purchase price of $47,159,295.
After giving effect to the deposit of $4,500,000 previously
accounted for, the existing mortgage in the amount of
$26,720,254 and various adjustments, Tunicom LLC received net
proceeds of $16,379,732. Tunicom distributed $15,500,000 to
its partners and All-State Properties, L.P.'s share was
approximately $4,700,000, which was used to pay the Company's
outstanding debentures and accrued interest in the amount of
$2,638,324 and liabilities in the amount of $769,038.
Page 10
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
DECEMBER 31, 2000
FINANCIAL CONDITION
Registrant's source of working capital consists of cash
received from borrowings and loans received from Tunicom LLC. No
cash was available for distribution during the six months ended
December 31, 2000.
In consideration of cash advances made and services rendered
by certain individuals to Tunicom, Tunicom 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 Tunicom
49.33% to Newnel Partnership
3.58% to certain individuals who made cash advances to Tunicom
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 Tunicom,
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 Tunicom
23.27% to the newly admitted limited partners
36.12% to Newnel Partnership
36.12% to the Company (including 2.62% given to certain indivi-
duals who made cash advances to Tunicom 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 11
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
DECEMBER 31, 2000
FINANCIAL CONDITION (Continued)
In addition, CPC assigned 9.00% of any of its cash that
becomes available for distribution to certain individual 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 six months ended December 31,
2000 include the Company's share of the profit from the sale by
Tunicom of its assets as described in Form 8-K dated August 16,
2000 and Form 10-K filed December 12, 2000 incorporated by
reference.
Page 12
CONDENSED FINANCIAL INFORMATION FOR REAL ESTATE PARTNERSHIPS
CITY PLANNED COMMUNITIES & TUNICOM LLC
F/K/A UNICOM PARTNERSHIP, LTD.
CONDENSED COMBINED BALANCE SHEETS
DECEMBER 31, 2000 AND JUNE 30, 2000
(UNAUDITED)
DECEMBER 31, JUNE 30,
2000 2000
ASSETS:
Property and equipment - net of
depreciation $ 506,836 $ 25,487,405
Cash 915,818 1,665,025
Cash-restricted - 781,050
Real estate held for sale (cost) - 9,666
Deferred and prepaid expenses 34,103 1,368,536
Other assets - 497,968
Notes receivable - related party 119,888 310,190
Total $ 1,576,645 $ 30,119,840
LIABILITIES AND PARTNERS' CAPITAL:
Mortgage payable, including
accrued interest $ - $ 26,844,048
Accounts payable and other
liabilities - 1,902,569
Notes payable - related parties - 35,944
Unamortized interest mortgage
modification - 2,212,612
Other deposits - 4,500,000
Note payable 84,772 85,637
Partners' capital (deficit) 1,491,873 (5,460,970)
Total $ 1,576,645 $ 30,119,840
See notes to financial statements.
Page 13
CONDENSED FINANCIAL INFORMATION FOR REAL ESTATE PARTNERSHIPS
CITY PLANNED COMMUNITIES & TUNICOM LLC
F/K/A UNICOM PARTNERSHIP, LTD.
CONDENSED COMBINED PROFIT AND LOSS INFORMATION
THREE MONTHS AND SIX MONTHS ENDED DECEMBER 31, 2000 AND 1999
(UNAUDITED)
THREE MONTHS ENDED SIX MONTHS ENDED
DECEMBER 31, DECEMBER 31,
2 0 0 0 1 9 9 9 2 0 0 0 1 9 9 9
REVENUES:
Net Sale of Assets $ (155,567) $ - $20,508,335 $ -
Interest and other 14,977 8,429 42,804 14,352
Lease income - 1,369,304 - 3,204,232
Forgiveness of
interest - - 2,226,737 -
Total income $ (140,590) $1,377,733 $22,777,876 $3,218,584
EXPENSES:
General and
administrative $ (120,821) $ 367,903 $ 952,915 $ 700,804
Interest - 556,641 272,309 1,137,989
Depreciation and
amortization - 261,722 - 523,445
Taxes and insurance 17,621 230,015 79,790 530,937
Total expenses $ (103,200) $ 1,416,281 $1,305,014 $2,893,175
NET PROFIT (LOSS) $ 37,390 $ (38,548) $ 21,472,862 $ 325,409
See notes to financial statements.
Page 14
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
EXHIBIT - COMPUTATION OF INCOME (LOSS) PER PARTNERSHIP UNIT
SIX MONTHS ENDED DECEMBER 31, 2000 AND 1999
2 0 0 0 1 9 9 9
Partnership units outstanding 3,118,303 3,118,303
Net Income (Loss) $ (2,048,004) $ (86,353)
Net Income (Loss) Per Partnership
Unit $ (0.66) $ (0.03)
See notes to financial statements.
Page 15
ALL-STATE PROPERTIES L.P.
PART II - OTHER INFORMATION
ITEM 1 - Legal Proceedings
The 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 in 1988 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. Counsel selected by the
insurance company representing the limited partnership
filed a motion to dismiss the limited partnership.
Plaintiffs have appealed the order dismissing the
limited partnership in this litigation, and the
insurance carrier has retained counsel to handle the
appeal.
Although the insurance company continues to provide a
legal defense to the action on appeal, it has reserved
its rights to contest coverage under the policy issued
to the limited partnership, and has filed a petition
for declaratory relief. The limited partnership has
retained counsel to represent it in connection with the
declaratory action, and all parties to such action have
agreed to stay the declaratory action pending outcome
of the appeal.
The Company does not believe the limited partnership or
it has any liability in connection with the above.
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.
Page 16
ALL-STATE PROPERTIES L.P.
PART II - OTHER INFORMATION (CONTINUED)
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 17
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: March 21, 2001