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, 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.)
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, 1997
Limited Partnership Units 3,118,065 Units
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
* * * * * * * * * * * * * *
FINANCIAL STATEMENTS AND SCHEDULES
THREE MONTHS ENDED SEPTEMBER 30, 1997
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 -
September 30, 1997 and June 30, 1997 2
Condensed Statements of Operations -
Three Months ended September 30, 1997
and 1996 3
Condensed Statements of Cash Flows -
Three Months ended September 30, 1997
and 1996 4
Financial Data Schedule 5
Notes to Condensed Financial Statements -
September 30, 1997 and 1996 6
Management's Discussion and Analysis of
the Financial Condition and Results of
Operations - September 30, 1997 7
Condensed Financial Information for City
Planned Communities and Unicom Partnership,
Ltd., 50% and 49-1/2% owned Real Estate
Partnerships, respectively - September 30,
1997, 1996 and June 30, 1997 8
Exhibit - Computation of Loss per Partner-
ship Unit - three months ended September 30,
1997 and 1996 9
PART II Other Information 10
Signatures 11
Page 2
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
CONDENSED BALANCE SHEETS
SEPTEMBER 30, 1997 AND JUNE 30, 1997
(UNAUDITED)
SEPTEMBER JUNE
30TH 30TH
Assets 1 9 9 7 1 9 9 7
Cash $ 92,139 $ 13,432
Real estate and construction in
progress (not in excess of net
realizable value) 12,000 12,000
Other assets 2,481 3,374
Total Assets $ 106,620 $ 28,806
Liabilities and Partners' Capital
(Deficit)
Liabilities:
Notes payable - related party $ 149,296 $ 66,760
Notes payable 431,482 427,117
Accounts payable and other
liabilities 112,417 100,613
4% convertible subordinated
debentures due 1989 2,449,536 2,433,265
Partnership distributions payable 252,496 252,496
$ 3,395,227 $ 3,280,251
Deficiency in real estate joint
venture $ 981,486 $ 957,886
Partners' Deficit $(4,055,421) $(3,996,058)
Notes receivable - officers/partners (214,672) (213,273)
$(4,270,093) $(4,209,331)
Total Liabilities and Partners'
Capital (Deficit) $ 106,620 $ 28,806
See notes to financial statements.
Page 3
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
CONDENSED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
UNAUDITED
1 9 9 7 1 9 9 6
REVENUES:
Sale of real estate $ - $ 175,000
Loss from real estate partner-
ship (23,600) (24,000)
Other 2,967 6,205
$ (20,633) $ 157,205
COST AND EXPENSES:
Cost of real estate sold $ - $ 108,419
Selling, general and
administrative 14,359 16,076
Interest 24,371 25,205
$ 38,730 $ 149,700
Net Income (Loss) $ (59,363) $ 7,505
INCOME (LOSS) PER PARTNERSHIP UNIT
OUTSTANDING 0.02 0.00
CASH DISTRIBUTIONS PER UNIT NONE NONE
See notes to financial statements.
Page 4
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
CONDENSED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
(UNAUDITED)
1 9 9 7 1 9 9 6
CASH FLOW FROM OPERATING ACTIVITIES:
Interest income - collected $ 47,777 $ -
Cash from sale of real estate - 175,000
Cash received principally from
rental activities - 1,990
Cash paid for selling, general and
administrative expenses (1,662) (176,824)
Cash paid for cost of sales - (1,660)
Cash paid - interest (664) -
Net Cash Provided (Consumed) by
Operating Activities $ 45,451 $ (1,494)
CASH FLOW FROM FINANCING ACTIVITIES:
Cash from borrowing $ 33,256 $ 8,200
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS $ 78,707 $ 6,706
CASH AND CASH EQUIVALENTS AT
BEGINNING OF YEAR 13,432 1,717
CASH AND CASH EQUIVALENTS AT END
OF PERIOD $ 92,139 $ 8,423
RECONCILIATION OF NET INCOME(LOSS)
TO NET CASH PROVIDED(CONSUMED)BY
OPERATING ACTIVITIES:
Net Income (Loss) $ (59,363) $ 7,505
ADJUSTMENTS TO RECONCILE NET INCOME
(LOSS)TO NET CASH PROVIDED(CONSUMED)
BY OPERATING ACTIVITIES:
Loss of real estate partnerships $ 23,600 $ 24,000
Changes in Assets and Liabilities:
Increase in accrued interest
payable 20,636 25,203
(Increase) in accrued interest
receivable 47,881 (3,005)
(Decrease) increase in accounts
payable 11,800 (162,981)
Decrease (increase) in other assets 897 (2,407)
Increase (decrease) in accounts
receivable - (1,210)
Decrease in cost of real estate - 111,401
Total adjustments $ 104,814 $ (8,999)
NET CASH PROVIDED (CONSUMED) BY
OPERATING ACTIVITIES $ 45,451 $ (1,494)
See notes to financial statements.
Page 5
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
FINANCIAL DATA SCHEDULE
THREE MONTHS ENDED SEPTEMBER 30, 1997
(UNAUDITED)
EXHIBIT 27
Cash $ 92,139
Receivables 2,481
Real Estate and Construction in Progress 12,000
Total Assets 106,620
Notes Payable 580,778
Convertible Subordinated Debentures 2,449,536
Partners' Deficit (4,055,421)
Total Liabilities and Partners' Deficit 106,620
Net Sales of Real Estate -
Total Revenues (20,633)
Cost of real estate sold -
Total Cost and Expenses 38,730
Net Income(loss) (59,363)
Income Per Partnership Unit (0.02)
See notes to financial statements.
Page 6
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
NOTES TO CONDENSED FINANCIAL STATEMENTS
THREE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
(UNAUDITED)
1. The financial statement information for the three months
ended September 30, 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 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 7
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
SEPTEMBER 30, 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
three months ended September 30, 1997.
As of September 30, 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 any cash
that becomes available for distribution up to $13,351,210 will be
distributed to the partners equally 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:
1.00% to the general partner of Unicom
49.50% to Newnel Partnership
3.50% to certain individuals who made cash advances to Unicom
on behalf of the Company
46.00% to the Company
100.00%
In addition, CPC assigned 9.0% 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
Net loss for the three months ended September 30, 1997, as
opposed to the net income for the three months ended September
30, 1996 is as a result of the sale of real estate, less the cost
thereof, during the prior period. The results would have been
identical except for the sale.
SIGNIFICANT EVENT
In August 1997, Unicom entered into a contract whereby the
intended purchaser will lease the property for a three-year
period at which time the purchaser can purchase the property or
cancel the option and forfeit their deposit. In addition, Unicom
has agreed to sell approximately 4.2 acres of land to a new joint
venture consisting of the intended purchaser and partners of
Unicom. (Form 8-K filed September 24, 1997.)
Page 8
CONDENSED FINANCIAL INFORMATION FOR REAL ESTATE PARTNERSHIPS
SEPTEMBER 30, 1997
CITY PLANNED COMMUNITIES & UNICOM PARTNERSHIP, LTD.
CONDENSED COMBINED BALANCE SHEETS
SEPTEMBER 30, 1997 AND JUNE 30, 1997
SEPTEMBER JUNE
30, 1997 30, 1997
ASSETS:
Property and equipment - net of
depreciation $27,574,246 $27,726,462
Cash 886,960 905,163
Cash-restricted 686,343 694,909
Real estate held for sale (cost) 9,666 9,666
Deferred and prepaid expenses 1,734,795 1,349,420
Other assets 127,408 320,447
Notes receivable - related party 191,088 -
Total $31,210,506 $31,006,067
LIABILITIES AND PARTNERS' CAPITAL:
Mortgage payable, including
accrued interest $27,446,884 $27,496,637
Accounts payable and other
liabilities 1,422,884 1,099,108
Notes payable - related parties 1,328,942 3,756,454
Unamortized interest mortgage
modification 2,382,760 2,397,258
Other deposits 4,500,000 -
Note payable 107,354 72,753
Partners' capital (deficit) (5,978,318) (3,816,143)
Total $31,210,506 $31,006,067
CONDENSED COMBINED PROFIT AND LOSS INFORMATION
THREE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
(UNAUDITED)
1 9 9 7 1 9 9 6
REVENUES:
Lease income $ 1,201,867 $ -
Rental - 2,566,807
Interest and other 3,947 17,814
Total income $ 1,205,814 $ 2,584,621
EXPENSES:
General and administrative $ 380,344 $ 1,555,384
Interest 625,122 624,567
Depreciation and amortization 236,365 228,400
Taxes and insurance 99,202 200,736
Total expenses $ 1,341,033 $ 2,609,087
NET LOSS $ (135,219) $ (24,466)
See notes to financial statements.
Page 9
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
EXHIBIT - COMPUTATION OF INCOME (LOSS) PER PARTNERSHIP UNIT
THREE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
(UNAUDITED)
1 9 9 7 1 9 9 6
Partnership units outstanding 3,118,303 3,118,303
Net Income (Loss) $ (59,363) $ 7,505
Net Income (Loss) Per Partnership
Unit $ 0.02 $ 0.00
See notes to financial statements.
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.
(b) Exhibit - Form 8-K filed
September 24, 1997, incorporated by reference.
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 ROSENTHAL
General Partner
Dated: November 21, 1997