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, 1997 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.)
P.O. Box 5524, Fort Lauderdale, FL 33310-5524
(Address of principal executive offices) (Zip Code)
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, 1997
Limited Partnership Units 3,118,303 Units
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
* * * * * * * * * * * * * * * * * * *
FINANCIAL STATEMENTS AND SCHEDULES
NINE MONTHS ENDED MARCH 31, 1997
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, 1997 and June 30, 1996 2
Condensed Statements of Operations -
Three Months and Nine Months ended
March 31, 1997 and 1996 3
Condensed Statements of Cash Flows -
Nine Months ended March 31, 1997 and
1996 4
Notes to Condensed Financial Statements -
March 31, 1997 and 1996 5
Management's Discussion and Analysis of
the Financial Condition and Results of
Operations - March 31, 1997 6
Condensed Financial Information for City
Planned Communities and Unicom Partnership,
Ltd., 50% and 49-1/2% owned Real Estate
Partnerships, respectively - March 31, 1997
and March 31, 1996 7
Exhibit - Computation of Loss per Partner-
ship Unit - Nine Months ended March 31, 1997
and 1996 8
Exhibit 27 Financial Data Schedule for the
Quarters ended March 31, 1997, December 31, 1996
and September 30, 1996 9
Part II Other Information 10
Signatures 11
Page 2
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
CONDENSED BALANCE SHEETS
MARCH 31, 1997 AND JUNE 30, 1996
(UNAUDITED)
MARCH JUNE
31ST 30TH
Assets 1 9 9 7 1 9 9 6
(UNAUDITED) (UNAUDITED)
Cash $ 85 $ 1,717
Receivables 1,210 1,720
Real estate and construction in progress
(not in excess of net realizable value) 42,968 217,036
Other assets 5,303 2,438
____________ ____________
Total Assets $ 49,566 $ 222,911
============ ============
Liabilities and Partners' Capital (Deficit)
Liabilities:
Notes payable - related party $ 65,266 $ 60,765
Notes payable 471,162 452,595
Accounts payable and other liabilities 99,539 275,294
4% convertible subordinated debentures due
1989 2,416,994 2,368,181
Partnership distribution 252,496 252,496
____________ ____________
$ 3,305,457 $ 3,409,331
____________ ____________
Deficiency in real estate joint venture $ 940,204 $ 875,354
____________ ____________
Partners' Deficit $ (3,984,219) $ (3,854,095)
Notes receivable - officers/partners (211,876) (207,679)
____________ ____________
$ (4,196,095) $ (4,061,774)
____________ ____________
Total Liabilities and Partners' Capital
(Deficit) $ 49,566 $ 222,911
============ ============
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, 1997 AND 1996
THREE MONTHS ENDED NINE MONTHS ENDED
MARCH 31, MARCH 31,
1 9 9 7 1 9 9 6 1 9 9 7 1 9 9 6
REVENUES:
Sale of real estate $ - $ - $ 242,500 $ 72,500
Less costs of sale - - 177,761 92,126
___________ ___________ ___________ ___________
Gross Profit $ - $ - $ 64,739 $ (19,626)
___________ ___________ ___________ ___________
Partnership loss $ (17,550) $ (24,600) $ (64,850) $ (63,600)
Other income 1,845 6,062 14,283 20,774
___________ ___________ ___________ ___________
$ (15,705) $ (18,538) $ (50,567) $ (42,826)
___________ ___________ ___________ ___________
Total Net Revenues
(Expenses) $ (15,705) $ (18,538) $ 14,172 $ (62,452)
___________ ___________ ___________ ___________
COST AND EXPENSES:
Selling, general
and administrative $ 28,756 $ 31,345 $ 69,845 $ 128,488
Interest 24,399 24,385 74,451 76,916
___________ ___________ ___________ ___________
$ 53,155 $ 55,730 $ 144,296 $ 205,404
___________ ___________ ___________ ___________
NET LOSS $ (68,860) $ (74,268) $ (130,124) $ (267,856)
=========== =========== =========== ===========
NET LOSS INCOME PER
PARTNERSHIP UNIT
AFTER EXTRAORDINARY
ITEM (0.02) (0.02) (0.04) (0.08)
=========== =========== =========== ===========
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, 1997 AND 1996
(UNAUDITED)
1 9 9 7 1 9 9 6
CASH FLOW FROM OPERATING ACTIVITIES:
Cash from sale of real estate $ 242,500 $ 72,500
Cash received from other activities 5,301 16,579
Cash paid for selling, general and
administrative expenses (229,106) (68,106)
Interest paid - (9,076)
___________ ___________
Net Cash Provided by Operating Activities $ 18,695 $ 11,897
___________ ___________
CASH FLOW FROM FINANCING ACTIVITIES:
Proceeds (Repayment) from mortgage and note
payable $ (20,327) $ (45,126)
Repayment of notes receivable - related party - 19,847
___________ ___________
Net Cash Used by Financing Activities $ (20,327) $ (25,279)
___________ ___________
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS $ (1,632) $ (13,382)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,717 14,797
___________ ___________
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 85 $ 1,415
=========== ===========
RECONCILIATION OF NET LOSS TO NET CASH PROVIDED
BY OPERATING ACTIVITIES:
Net Loss $ (130,124) $ (267,856)
___________ ___________
CHANGES IN ASSETS AND LIABILITIES:
(Increase) Decrease in accounts receivable
and other assets $ (2,355) $ 3,893
Increase in accrued interest receivable (4,197) (4,195)
Decrease in equity in partnerships 64,850 63,600
Decrease in cost of real estate 174,068 130,997
(Decrease) increase in accounts payable
and accrued expenses (175,755) 17,618
Increase in 4% convertible debentures
interest 48,813 48,813
Increase in notes payable and accrued interest 43,395 19,027
___________ ___________
Total adjustments $ 148,819 $ 279,753
___________ ___________
NET CASH PROVIDED BY OPERATING ACTIVITIES $ 18,695 $ 11,897
=========== ===========
See notes to financial statements.
Page 5
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 1997 AND 1996
(UNAUDITED)
1. The financial statement information for the nine months ended March 31,
1997 and 1996 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 6
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
MARCH 31, 1997
FINANCIAL CONDITION
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 nine months ended March 31, 1997.
As of March 31, 1997, 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 cash that becomes available from each
distribution wil 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
49.50% to the other partner in Unicom
7.50% to certain individuals who made cash advances on behalf of the
Company
42.00% 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 assisgned to those individuals 12.68% of
distributions received by it from CPC, after deducting the amounts
necessary to repay the funds advanced to them.
The net loss for the nine months ended March 31, 1997, as opposed to
the nine months ended March 31, 1996, decreased by 51% as a result of the
increase in the sale of condominium units from inventory.
Page 7
CONDENSED FINANCIAL INFORMATION FOR REAL ESTATE PARTNERSHIPS
MARCH 31, 1997
CITY PLANNED COMMUNITIES AND UNICOM PARTNERSHIP, LTD.
CONDENSED COMBINED BALANCE SHEETS
MARCH 31, 1997 AND JUNE 30, 1996
(UNAUDITED)
MARCH JUNE
31, 1997 30,
1996
ASSETS:
Property and equipment - net of depreciation $ 27,972,230 $
28,564,402
Cash 795,880
1,064,575
Cash - restricted 663,623
592,798
Real estate held for sale (cost) 9,666
9,666
Deferred and prepaid expenses 1,681,621
1,337,190
Other assets 94,742
298,282
Note receivable - related party 65,266
-
____________
____________
Total $ 31,283,028 $
31,866,913
============
============
LIABILITIES AND PARTNERS' CAPITAL:
Mortgage payable, including accrued interest $ 27,542,985 $
27,680,139
Accounts payable and other liabilities 1,389,162
1,186,790
Notes payable - related parties 4,523,456
4,758,247
Notes payable - non-interest bearing 190,000
208,555
Unamortized interest mortgage modification 2,411,598
2,453,679
Note payable 165,268
695,780
Partners' capital (deficit) (4,939,441)
(5,116,277)
____________
____________
Total $ 31,283,028 $
31,866,913
============
============
CONDENSED COMBINED PROFIT AND LOSS INFORMATION
THREE MONTHS AND NINE MONTHS ENDED MARCH 31, 1997 AND 1996
(UNAUDITED)
THREE MONTHS ENDED NINE MONTHS ENDED
MARCH 31, MARCH 31,
1 9 9 7 1 9 9 6 1 9 9 7 1 9
9 6
REVENUES:
Rental $ 2,634,324 $ 2,550,463 $ 7,804,035 $
7,580,287
Interest and other 18,799 19,171 57,755
102,508
___________ ___________ ___________
___________
Total $ 2,653,123 $ 2,569,634 $ 7,861,790 $
7,682,795
___________ ___________ ___________
___________
EXPENSES:
General and administrative $ 1,419,577 $ 1,407,069 $ 4,501,401 $
4,320,809
Interest 616,060 629,007 1,859,984
1,953,223
Depreciation and amortization 228,400 236,200 685,200
696,000
Taxes and insurance 203,095 215,361 638,369
713,444
___________ ___________ ___________
___________
$ 2,467,132 $ 2,487,437 $ 7,684,954 $
7,683,476 ___________ ___________ ____________
___________
NET PROFIT (LOSS) $ 185,991 $ 82,197 $ 176,836 $
(681)
=========== =========== ===========
===========
See notes to financial statements.
Page 8
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
EXHIBIT - COMPUTATION OF LOSS PER PARTNERSHIP UNIT
NINE MONTHS END MARCH 31, 1997 AND 1996
(UNAUDITED)
1 9 9 7 1 9 9 6
Partnership units outstanding 3,118,303 3,118,303
=========== ============
Net Loss $ (130,124) $ (267,856)
============ ============
Net Loss Per Partnership Unit $ (0.04) $ (0.08)
============ ============
See notes to financial statements.
Page 9
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
EXHIBIT 27 - FINANCIAL DATA SCHEDULE
AS OF AND FOR THE PERIODS ENDED MARCH 31, 1997, DECEMBER
31, 1996 AND SEPTEMBER 30, 1996
UNAUDITED
NINE MONTHS SIX MONTHS THREE MONTHS
ENDED ENDED ENDED
MARCH 31, DECEMBER 31, SEPTEMBER 30,
1997 1996 1996
Cash $ 85 $ 4,817 $ 8,423
Receivables 1,210 3,485 2,930
Real estate held for sale and
development 42,968 42,968 105,635
Total assets 49,566 55,843 121,833
Notes payable 536,428 487,597 528,886
Convertible subordinated
debentures 2,416,994 2,400,723 2,384,452
Partners' deficit (3,984,219) (3,915,359) (3,846,590)
Total liabilities and partners'
(deficit) 49,566 55,843 121,833
Net sales of real estate 242,500 242,500 175,000
Total revenues 191,933 207,638 157,205
Cost of real estate sold 177,761 177,761 108,419
Total cost and expenses 322,057 268,902 149,700
Net income (loss) (130,124) (61,264) 7,505
Income (loss) per partnership unit (O.04) (0.02) 0.00
Page 10
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.
Page 11
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: May 14, 1997