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, 1996 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.)
1674 N.W. 56 Avenue, Lauderhill, Florida 33313
Mailing address:P.O. Box 5524, Fort Lauderdale, FL 33310-5524
_______________________________________________________________________________
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (954) 735-6300
__________________________-
_____________________________________________________________________________-
former name, former address and fiscal year, if year changes since last report
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, 1996
____- _____________-
Limited Partnership Units 3,118,303 Units
________________________- _________________________-
Page 1
ALL-STATE PROPERTIES L.P.
_________________________
(A LIMITED PARTNERSHIP)
_____________________
I N D E X
_________
ITEM DESCRIPTION NUMBER
___- ___________ ______
Index 1
Part I Financial Information:
Condensed Balance Sheets -
March 31, 1996 and June 30, 1995 2
Condensed Statements of Operations -
Three Months and Nine Months ended
March 31, 1996 and 1995 3
Condensed Statements of Cash Flows -
Nine Months ended March 31, 1996 and
1995 4
Notes to Condensed Financial Statements -
March 31, 1996 and 1995 5
Management's Discussion and Analysis of
the Financial Condition and Results of
Operations - March 31, 1996 6
Condensed Financial Information for City
Planned Communities and Unicom Partnership,
Ltd., 50% and 49-1/2% owned Real Estate
Partnerships, respectively - March 31, 1996,
March 31, 1995 and June 30, 1995 7
Exhibit - Computation of Loss per Partner-
ship Unit - Nine Months ended March 31, 1996
and 1995 8
Part II Other Information 9
Signatures 10
Page 2
ALL-STATE PROPERTIES L.P.
_________________________
(A LIMITED PARTNERSHIP)
_____________________
CONDENSED BALANCE SHEETS
________________________
MARCH 31, 1996 AND JUNE 30, 1995
________________________________
(UNAUDITED)
MARCH JUNE
31ST 30TH
___________- ___________-
Assets 1 9 9 6 1 9 9 5
______ ____________ ____________
(UNAUDITED) (UNAUDITED)
Cash $ 1,415 $ 14,797
Receivables 4,627 4,639
Real estate and construction in progress
(not in excess of net realizable value) 217,036 348,033
Other assets 4,071 7,952
____________ ____________
Total Assets $ 227,149 $ 375,421
____________
============ ============
Liabilities and Partners' Capital (Deficit)
___________________________________________
Liabilities:
Notes payable - related party $ 44,268 $ 16,400
Notes payable 415,921 450,041
Accounts payable and other liabilities 282,972 265,354
4% convertible subordinated debentures due
1989 2,351,910 2,303,097
Partnership distributions payable 252,496 252,496
____________ ____________
$ 3,347,567 $ 3,287,388
____________ ____________
Deficiency in real estate joint venture $ 877,726 $ 814,126
___________- ____________
Partners' Deficit $ (3,791,864) $ (3,524,008)
Notes receivable - officers/partners (206,280) (202,085)
____________ ____________
$ (3,998,144) $ (3,726,093)
___________- ____________
Total Liabilities and Partners' Capital
_______________________________________
(Deficit) $ 227,149 $ 375,421
_________
============ ============
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, 1996 AND 1995
__________________________________________________________
(UNAUDITED)
THREE MONTHS ENDED NINE MONTHS ENDED
MARCH 31 MARCH 31
1 9 9 6 1 9 9 5 1 9 9 6 1 9 9 5
___________ ___________ ___________ ___________
REVENUES:
________
Sales of real
estate $ - $ - $ 72,500 $ -
Less costs of sale - - 92,126 -
__________- ___________ __________- ___________
Gross Profit $ - $ - $ (19,626) $ -
___________ ___________ __________- ___________
Partnership loss $ (24,600) $ (34,500) $ (63,600) $ (95,500)
Other income 6,062 9,420 20,774 26,958
___________ ___________ ___________ ___________
Other Income (Loss)-
Net $ (18,538) $ (25,080) $ (42,826) $ (68,542)
___________ ___________ ___________ ___________
Total Income (Loss)-
Net $ (18,538) $ (25,080) $ (62,452) $ (68,542)
__________- __________- __________- ___________
COST AND EXPENSES:
_________________
Selling, general
and administrative $ 31,345 $ 33,859 $ 128,488 $ 79,577
Interest 24,385 25,422 76,916 76,895
___________ ___________ ___________ ___________
$ 55,730 $ 59,281 $ 205,404 $ 156,472
___________ ___________ ___________ ___________
NET LOSS $ (74,268) $ (84,361) $ (267,856) $ (225,014)
_______-
=========== =========== =========== ===========
NET LOSS PER PARTNER-
_____________________
SHIP UNIT $ (0.02) $ (0.03) $ (0.08) $ (0.07)
________-
=========== =========== =========== ===========
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, 1996 AND 1995
_________________________________________
(UNAUDITED)
1 9 9 6 1 9 9 5
___________ ___________
CASH FLOW FROM OPERATING ACTIVITIES:
Cash received on sale of real estate $ 72,500 $ -
Cash received from other activities 16,579 21,530
Cash paid for selling, general and
administrative expenses (68,106) (55,479)
Interest paid (9,076) -
__________- ___________
Net Cash Provided (Consumed) by Operating
Expenses $ 11,897 $ (33,949)
___________ ___________
CASH FLOW FROM FINANCING ACTIVITIES:
Proceeds (Repayment) from mortgage and
note payable $ (45,126) $ 56,689
Proceeds (Repayment) of notes receivable -
related party 19,847 (18,219)
__________- ___________
Net Cash (Used) Provided by Financing
Activities $ (25,279) $ 38,470
__________- ___________
NET (DECREASE) INCREASE IN CASH AND CASH
________________________________________
EQUIVALENTS $ (13,382) $ 4,521
___________-
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 14,797 791
_____________________________________-_______-__ __________- ___________
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 1,415 $ 5,312
_______________________________________-__
=========== ===========
RECONCILIATION OF NET LOSS TO NET CASH PROVIDED
_____________________________________-_________
(CONSUMED) BY OPERATING ACTIVITIES:
_______________________________-
Net Loss $ (267,856) $ (225,014)
___________ ___________
CHANGES IN ASSETS AND LIABILITIES:
_________________________________
Decrease in accounts receivable and other
assets $ 3,893 $ 8,143
Increase in accrued interest receivable (4,195) (4,196)
Decrease in equity partnerships 63,600 95,500
Decrease in cost of real estate 130,997 -
Increase in accounts payable and accrued
expenses 17,618 14,721
Increase in 4% convertible debentures interest 48,813 48,813
Increase in notes payable and accrued interest 19,027 28,084
__________- ___________
Total adjustments $ 279,753 $ 191,065
___________ ___________
NET CASH PROVIDED (CONSUMED) BY OPERATING
_________________________________________
ACTIVITIES $ 11,897 $ (33,949)
_________-
=========== ===========
See notes to financial statements.
Page 5
ALL-STATE PROPERTIES L.P.
_________________________
(A LIMITED PARTNERSHIP)
_____________________
NOTES TO CONDENSED FINANCIAL STATEMENTS
_______________________________________
MARCH 31, 1996 AND 1995
_______________________
(UNAUDITED)
1. The financial statement information for the nine months ended March 31,
1996 and 1995 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 of 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 6
ALL-STATE PROPERTIES L.P.
_________________________
MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE
___________________________________________
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
_____________________________________________
MARCH 31, 1996
FINANCIAL CONDITION
___________________
Reference is made to Form 8-K filed August 31, 1995.
Registrant's source of working capital consists of cash received from
borrowings and loans received from its 50% joint venture, CPC. No Cash was
available for distribution during the three months ended March 31, 1996.
As of March 31, 1996, in consideration of cash advances made and services
rendered by certain individuals to Unicom, Unicom agreed to distribute 23.35%
(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 cash
that becomes available from each distribution will be used to repay CPC. After
CPC has been repaid in full and the aforementioned individuals have received
their share of each distribution, remaining cash will then be distributed as
follows:
1.00% to the general partner
48.00% to the other partner in Unicom
10.50% to certain individuals who made cash advances
on behalf of the Company and the other partner
40.50% to the Company
_______
100.00%
_______
In addition, CPC assigned 7.842% 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 9.764% of
distributions received by it from CPC, after deducting the amounts necessary
to repay the funds advanced by them.
RESULTS OF OPERATIONS
_____________________
Net loss from operations for the nine months ended March 31, 1996
compared with the nine months ended March 31, 1995 increased by 20% as a
result of a write-down in the net realizable value of the remaining inventory
of unsold units.
Page 7
CONDENSED FINANCIAL INFORMATION FOR REAL ESTATE PARTNERSHIPS
___________________________________________________________-
MARCH 31, 1996
______________
CITY PLANNED COMMUNITIES & UNICOM PARTNERSHIP, LTD.
___________________________________________________
CONDENSED COMBINED BALANCE SHEETS
_________________________________
MARCH 31, 1996 AND JUNE 30, 1995
________________________________
(UNAUDITED)
MARCH JUNE
31, 1996 30, 1995
______________- ____________
ASSETS:
______
Property and equipment - net of depreciation $ 28,630,241 $ 29,249,400
Cash 872,866 645,770
Cash - restricted 593,497 588,249
Real estate held for sale (cost) 9,666 14,499
Deferred and prepaid expenses 1,638,181 1,013,063
Other assets 25,911 56,387
____________ ____________
Total $ 31,770,362 $ 31,567,368
============ ============
LIABILITIES AND PARTNERS' CAPITAL:
_________________________________
Mortgage payable, including accrued interest $ 27,724,065 $ 31,457,989
Accounts payable and other liabilities 1,530,361 1,757,469
Notes payable - related parties 4,672,281 3,434,407
Notes payable - non-interest bearing 208,555 258,555
Unamortized interest mortgage modification 2,467,396 -
Note payable 509,437 -
Partners' capital (deficit) (5,341,733) (5,341,052)
___________- ____________
Total $ 31,770,362 $ 31,567,368
============ ============
CONDENSED COMBINED PROFIT AND LOSS INFORMATION
______________________________________________
THREE MONTHS AND NINE MONTHS ENDED MARCH 31, 1996 AND 1995
__________________________________________________________
(UNAUDITED)
THREE MONTHS ENDED NINE MONTHS ENDED
MARCH 31 MARCH 31
_______________________- __________-____________-
1 9 9 6 1 9 9 5 1 9 9 6 1 9 9 5
___________ ___________ ___________ __________-
REVENUES:
________
Rental $ 2,550,463 $ 2,479,589 $ 7,580,287 $ 7,377,127
Interest and other 19,171 17,091 102,508 57,150
___________ ___________ ___________ __________-
Total income $ 2,569,634 $ 2,496,680 $ 7,682,795 $ 7,434,277
___________ ___________ ___________ ___________
EXPENSES:
________
General and administrative $ 1,407,069 $ 1,431,759 $ 4,320,809 $ 4,117,535
Interest 629,007 727,835 1,953,223 2,202,135
Depreciation and amortization 236,000 225,000 696,000 675,000
Taxes and insurance 215,361 177,153 713,444 754,284
___________ ___________ ___________ ___________
Total expenses $ 2,487,437 $ 2,561,747 $ 7,683,476 $ 7,748,954
___________ ___________ ___________ __________-
NET INCOME (LOSS) $ 82,197 $ (65,067) $ (681) $ (314,677)
_________________
=========== =========== =========== ===========
See notes to financial statements.
Page 8
ALL-STATE PROPERTIES L.P.
_________________________
(A LIMITED PARTNERSHIP)
_____________________
EXHIBIT - COMPUTATION OF LOSS PER PARTNERSHIP UNIT
__________________________________________________
NINE MONTHS ENDED MARCH 31, 1996 AND 1995
_________________________________________
(UNAUDITED)
1 9 9 6 1 9 9 5
___________ ___________
Partnership units outstanding 3,118,303 3,118,303
=========== ===========
Net Loss $ (267,856) $ (225,014)
=========== ===========
Net Loss Per Partnership Unit $ (0.08) $ (0.07)
=========== ===========
See notes to financial statements.
Page 9
ALL-STATE PROPERTIES L.P.
_________________________
PART II - OTHER INFORMATION
___________________________
ITEM 1 - Legal Proceedings
______ _________________
Registrant is not involved in any legal proceedings that would have a
material effect on the financial condition of Registrant.
ITEM 2 - Changes in Securities
______ _____________________
There were no changes in the right of limited partners during the
quarter covered by this report.
ITEM 3 - Defaults Upon Senior Securities
______ _______________________________
There were no defaults by Registrant on its senior securities during
the quarter covered by this report.
ITEM 4 - Submission of Matters to Vote of Security Holders
______ _________________________________________________
No matters were submitted during the quarter covered by this report
to a vote of limited partners.
ITEM 5 - Other Information
______ _________________
None.
ITEM 6 - Exhibits and Reports on Form 8-K
______ ________________________________
(a) Exhibit - Computation of earnings per partnership unit.
(b)Exhibit - Form 8-K filed August 31, 1995, incorporated by
reference.
Page 10
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 R. ROSENTHAL
General Partner
Dated: , 1996
______________________