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, 2001 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 September 30, 2001
Limited Partnership Units 3,118,303 Units
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
* * * * * * * * * * * * * *
FINANCIAL STATEMENTS AND SCHEDULES
THREE MONTHS ENDED SEPTEMBER 30, 2001
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 -
September 30, 2001 and June 30, 2001 3
Condensed Statements of Operations -
Three Months ended September 30, 2001
and 2000 4
Condensed Statements of Cash Flows -
Three Months ended September 30, 2001
and 2000 5-6
Financial Data Schedule 7
Notes to Condensed Financial Statements -
September 30, 2001 and 2000 8-9
Management's Discussion and Analysis of
the Financial Condition and Results of
Operations - September 30, 2001 10-11
Condensed Financial Information for City
Planned Communities and Tunicom LLC, 50%
and 36.12% owned Real Estate
Partnerships, respectively - September 30,
2001 and June 30, 2001 12-13
Exhibit - Computation of Loss per Partner-
ship Unit - three months ended September 30,
2001 and 2000 14
PART II Other Information 15
Signatures 16
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 September 30, 2001 and the related
condensed statements of operations and cash flows for the three-
month periods ended September 30, 2001 and 2000. 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 of interim financial information consists principally of
applying analytical procedures to financial data and making
inquiries of persons responsible for financial and accounting
matters. 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 condensed financial
statements referred to above for them to be in conformity with
generally accepted accounting principles.
We have previously audited, in accordance with auditing standards
generally accepted in the United States of America, the balance
sheet as of June 30, 2001, and the related statements of
operations, partners' capital and cash flows for the year then
ended (not presented herein); and in our report October 10, 2001,
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, 2001, is
fairly stated, in all material respects, in relation to the
balance sheet from which it has been derived.
Freeman, Buczyner & Gero
December 3, 2001
Page 3
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
CONDENSED BALANCE SHEETS
SEPTEMBER 30, 2001 AND JUNE 30, 2001
(UNAUDITED)
SEPTEMBER JUNE
30TH 30TH
Assets 2 0 0 1 2 0 0 1
Cash $ 85,657 $ 402,042
Other assets 1,210 1,210
Undistributed earnings in partner-
ships 323,102 254,894
Total Assets $ 409,969 $ 658,146
Liabilities and Partners' Capital
Liabilities:
Accounts payable and other
liabilities $ 21,084 $ 12,039
Partnership distributions payable 12,560 314,451
Deferred profit 68,208 -
$ 101,852 $ 326,490
Partners' Capital $ 493,158 $ 515,299
Notes receivable - officers/partners (185,041) (183,643)
$ 308,117 $ 331,656
Total Liabilities and Partners'
Capital $ 409,969 $ 658,146
See accompanying notes and accountant's report.
Page 4
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
CONDENSED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
(UNAUDITED)
2 0 0 1 2 0 0 0
REVENUES:
Profit from real estate
Partnerships $ - $ 7,251,073
Other 2,830 9,008
$ 2,830 $ 7,260,081
COST AND EXPENSES:
Selling, general and
administrative $ 24,971 $ 16,941
Interest - 35,053
$ 24,971 $ 51,994
Net Income (Loss) $ (22,141) $ 7,208,087
INCOME (LOSS) PER PARTNERSHIP UNIT
OUTSTANDING 0.00 2.31
CASH DISTRIBUTIONS PER UNIT NONE NONE
See accompanying notes and accountant's report.
Page 5
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
CONDENSED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
(UNAUDITED)
2 0 0 1 2 0 0 0
CASH FLOW FROM OPERATING ACTIVITIES:
Interest income - collected $ 1,432 $ 7,611
Cash paid for selling, general and
administrative expenses (15,926) (47,925)
Interest paid - (1,203,568)
Net Cash Consumed by
Operating Activities $ (14,494) $ (1,243,882)
CASH FLOW FROM FINANCING ACTIVITIES:
Cash from borrowing (Repayment) $ - $ (2,281,109)
Distributions paid (301,891) -
CASH FLOW FROM INVESTING ACTIVITIES
PARTNERSHIP AND PARTNERS - NET $ - $ 4,821,684
NET (DECREASE) INCREASE IN CASH AND
CASH EQUIVALENTS $ (316,385) $ 1,296,693
CASH AND CASH EQUIVALENTS AT
BEGINNING OF YEAR 402,042 5,316
CASH AND CASH EQUIVALENTS AT END
OF PERIOD $ 85,657 $ 1,302,009
RECONCILIATION OF NET (LOSS) INCOME
TO NET CASH CONSUMEDBY
OPERATING ACTIVITIES:
Net (Loss) Income $ (22,141) $ 7,208,087
See accompanying notes to accountant's report.
Page 6
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
CONDENSED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
(UNAUDITED)
2 0 0 1 2 0 0 0
ADJUSTMENTS TO RECONCILE NET (LOSS)
INCOME TO NET CASH CONSUMED
BY OPERATING ACTIVITIES:
(Income) Loss of real estate part-
nerships $ - $ (7,251,073)
Changes in Assets and Liabilities:
Decrease in accrued interest
payable - (1,168,515)
(Increase) in accrued interest
receivable (1,398) (1,397)
Increase (decrease) in accounts
payable 9,045 (30,984)
Total adjustments $ 7,647 $ (8,451,969)
NET CASH CONSUMED BY
OPERATING ACTIVITIES $ (14,494) $ (1,243,882)
See accompanying notes to accountant's report.
Page 7
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
FINANCIAL DATA SCHEDULE
THREE MONTHS ENDED SEPTEMBER 30, 2001
(UNAUDITED)
EXHIBIT 27
Cash $ 85,657
Receivables 1,210
Investment in real estate joint ventures 323,102
Total Assets $ 409,969
Accounts payable $ 21,084
Partnership distribution payable 12,560
Deferred Revenue 68,208
Partners' Capital 493,158
Notes receivable- officers/partners (185,041)
Total Liabilities and Partners' Capital $ 409,969
Total Revenues $ 2,830
Total Cost and Expenses 24,971
Net Loss $ (22,141)
Income Per Partnership Unit 0.00
See accompanying notes to accountant's report.
Page 8
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
NOTES TO CONDENSED FINANCIAL STATEMENTS
THREE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
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
THREE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
3. In connection with the sale of the adult rental retirement
facility (Note 4), Tunicom LLC ("Tunicom") (a limited
liability corporation), was formed on August 14, 2000 as the
successor to Unicom Partnership, Ltd ("Unicom"). Since
Tunicom succeeded to all of the assets and the liabilities
of Unicom, all previous references to Unicom are referred to
as Tunicom hereafter. Tunicom 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 were presented on a
combined basis to offer a complete representation of the
related entities.
Subsequent to June 30, 2001, CPC ceased operations, and All-
State's share of the unrecognized revenue from the sale of
land to Tunicom has been recorded as deferred profit.
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 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.
5. Total revenue includes additional income in the amount of
$5,150,666 from real estate partnerships resulting from the
realization of a $4,407,944 (All-State Properties' share)
allowance for loss that had been previously deducted against
the investment in Tunicom and the balance from the adjustment
of the Company's equity in the partnerships.
Page 10
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
SEPTEMBER 30, 2001
FINANCIAL CONDITION
Registrant's source of working capital consists of cash
received from Tunicom. No cash was available for distribution
during the three months ended September 30, 2001.
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 became available for distribution to those
individuals. The balance of any cash that became available for
distribution up to $13,351,210 was 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 was 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 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
SEPTEMBER 30, 2001
FINANCIAL CONDITION (Continued)
In addition, CPC assigned 9.00% of any of its cash 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 three months ended September
30, 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.
The 10-Q for the quarter ended September 30, 2000 has been
amended to reflect additional income in the amount of $5,150,666
from real estate partnerships resulting from the realization of a
$4,407,944 (All-State Properties' share) allowance for loss that
had been previously deducted against the investment in Tunicom
LLC and the balance from the adjustment of the Company's equity
in the partnerships.
Page 12
CONDENSED FINANCIAL INFORMATION FOR REAL ESTATE PARTNERSHIPS
TUNICOM LLC
CONDENSED COMBINED BALANCE SHEET
AS OF SEPTEMBER 30, 2001 AND
CITY PLANNED COMMUNITIES & TUNICOM LLC
CONDENSED COMBINED BALANCE SHEET
AS OF JUNE 30, 2001
(UNAUDITED)
SEPTEMBER JUNE
30, 2001 30, 2001
ASSETS:
Property and equipment - Land and
improvements $ 332,434 $ 161,916
Cash 159,472 165,722
Deferred and prepaid expenses 409,178 435,504
Total $ 901,084 $ 763,142
LIABILITIES AND PARTNERS' CAPITAL:
Accounts payable and other
liabilities $ 8,803 $ 5,041
Partners' capital (deficit) 892,281 758,101
Total $ 901,084 $ 763,142
See notes to financial statements.
Page 13
CONDENSED FINANCIAL INFORMATION FOR REAL ESTATE PARTNERSHIPS
TUNICOM LLC
CONDENSED COMBINED PROFIT AND LOSS INFORMATION
THREE MONTHS ENDED SEPTEMBER 30, 2001 AND
CITY PLANNED COMMUNITIES & TUNICOM LLC
CONDENSED COMBINED PROFIT AND LOSS INFORMATION
THREE MONTHS ENDED SEPTEMBER 30, 2000
(UNAUDITED)
2 0 0 1 2 0 0 0
REVENUES:
Net Sale of Assets $ - $ 20,663,902
Interest and other 605 27,827
Forgiveness of interest - 2,226,737
Total income $ 605 $ 22,918,466
EXPENSES:
General and administrative $ 1,140 $ 1,073,736
Interest - 272,309
Depreciation and amortization - -
Taxes and insurance 1,700 62,169
Total expenses $ 2,840 $ 1,408,214
NET INCOME (LOSS) $ (2,235) $ 21,510,252
See notes to financial statements.
Page 14
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
EXHIBIT - COMPUTATION OF INCOME (LOSS) PER PARTNERSHIP UNIT
THREE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
2 0 0 1 2 0 0 0
Partnership units outstanding 3,118,303 3,118,303
Net (Loss) Income $ (22,141) $ 7,208,086
Net (Loss) Income Per Partnership
Unit $ 0.00 $ 2.31
See notes to financial statements.
Page 15
ALL-STATE PROPERTIES L.P.
PART II - OTHER INFORMATION
ITEM 1 - Legal Proceedings
The limited partnership (Wimbledon Development Ltd.) in
which the Company is the limited partner was named as a
defendant in a lawsuit seeking all damages allowable
under the Florida Wrongful Death Act. A motion to
dismiss the limited partnership was filed and granted
by the circuit court judge. Plaintiffs appealed the
order dismissing the limited partnership in this
litigation. In March 2001, the appellate court
affirmed the lower court's final order of dismissal
with prejudice. As a result, the plaintiffs no longer
have a case against Wimbledon Development Ltd., the
limited partnership.
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
The 10-Q for the quarter ended September 30, 2000 has
been amended to reflect additional income in the amount
of $5,150,666 from real estate partnerships resulting
from the realization of a $4,407,944 (All-State
Properties' share) allowance for loss that had been
previously deducted against the investment in Tunicom
LLC and the balance from the adjustment of the
Company's equity in the partnerships.
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 16
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: December 7, 2001