FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR QUARTER ENDED MARCH 31,SEPTEMBER 30, 1997 COMMISSION FILE NUMBER 0-128950-
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,5500 NW 69th Avenue, Lauderhill, FL 33310-552433319
(Address of principal executive offices) (Zip Code)
Mailing address:
P.O. Box 5524,Fort Lauderdale, FL 33310-5524
Registrant's Telephonetelephone 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)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.
CLASSClass Outstanding at March 31,September 30, 1997
Limited Partnership Units 3,118,3033,118,065 Units
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
* * * * * * * * * * * * * *
* * * * *
FINANCIAL STATEMENTS AND SCHEDULES
NINETHREE MONTHS ENDED MARCH 31,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
Part I
Financial Information:
Condensed Balance Sheets -
March 31,September 30, 1997 and June 30, 19961997 2
Condensed Statements of Operations -
Three Months and Nine Months ended March 31,September 30, 1997
and 1996 3
Condensed Statements of Cash Flows -
NineThree Months ended March 31,September 30, 1997
and 1996 4
Financial Data Schedule 5
Notes to Condensed Financial Statements -
March 31,September 30, 1997 and 1996 56
Management's Discussion and Analysis of
the Financial Condition and Results of
Operations - March 31,September 30, 1997 67
Condensed Financial Information for City
Planned Communities and Unicom Partnership,
Ltd., 50% and 49-1/2% owned Real Estate
Partnerships, respectively - March 31,September 30,
1997, 1996 and March 31, 1996 7June 30, 1997 8
Exhibit - Computation of Loss per Partner-
ship Unit - Nine Monthsthree months ended March 31,September 30,
1997 and 1996 8
Exhibit 27 Financial Data Schedule for the
Quarters ended March 31, 1997, December 31, 1996
and September 30, 1996 9
PartPART II Other Information 10
Signatures 11
Page 2
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
CONDENSED BALANCE SHEETS
MARCH 31,SEPTEMBER 30, 1997 AND JUNE 30, 19961997
(UNAUDITED)
MARCHSEPTEMBER JUNE
31ST30TH 30TH
Assets 1 9 9 7 1 9 9 6
(UNAUDITED) (UNAUDITED)7
Cash $ 8592,139 $ 1,717
Receivables 1,210 1,72013,432
Real estate and construction in
progress (not in excess of net
realizable value) 42,968 217,03612,000 12,000
Other assets 5,303 2,438
____________ ____________2,481 3,374
Total Assets $ 49,566106,620 $ 222,911
============ ============28,806
Liabilities and Partners' Capital
(Deficit)
Liabilities:
Notes payable - related party $ 65,266149,296 $ 60,76566,760
Notes payable 471,162 452,595431,482 427,117
Accounts payable and other
liabilities 99,539 275,294112,417 100,613
4% convertible subordinated
debentures due 1989 2,416,994 2,368,1812,449,536 2,433,265
Partnership distributiondistributions payable 252,496 252,496
____________ ____________
$ 3,305,4573,395,227 $ 3,409,331
____________ ____________3,280,251
Deficiency in real estate joint
venture $ 940,204981,486 $ 875,354
____________ ____________957,886
Partners' Deficit $ (3,984,219) $ (3,854,095)$(4,055,421) $(3,996,058)
Notes receivable - officers/partners (211,876) (207,679)
____________ ____________
$ (4,196,095) $ (4,061,774)
____________ ____________(214,672) (213,273)
$(4,270,093) $(4,209,331)
Total Liabilities and Partners'
Capital (Deficit) $ 49,566106,620 $ 222,911
============ ============28,806
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,SEPTEMBER 30, 1997 AND 1996
THREE MONTHS ENDED NINE MONTHS ENDED
MARCH 31, MARCH 31,
1 9 9 7 1 9 9 6UNAUDITED
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
$ 242,500(20,633) $ 72,500
Less costs157,205
COST AND EXPENSES:
Cost of sale - - 177,761 92,126
___________ ___________ ___________ ___________
Gross Profitreal estate sold $ - $ - $ 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:108,419
Selling, general and
administrative 14,359 16,076
Interest 24,371 25,205
$ 28,75638,730 $ 31,345149,700
Net Income (Loss) $ 69,845(59,363) $ 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 LOSS7,505
INCOME (LOSS) PER PARTNERSHIP UNIT
AFTER EXTRAORDINARY
ITEM (0.02) (0.02) (0.04) (0.08)
=========== =========== =========== ===========OUTSTANDING 0.02 0.00
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
NINETHREE MONTHS ENDED MARCH 31,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 $ 242,500 $ 72,500- 175,000
Cash received principally from
otherrental activities 5,301 16,579- 1,990
Cash paid for selling, general and
administrative expenses (229,106) (68,106)
Interest(1,662) (176,824)
Cash paid for cost of sales - (1,660)
Cash paid - (9,076)
___________ ___________interest (664) -
Net Cash Provided (Consumed) by
Operating Activities $ 18,69545,451 $ 11,897
___________ ___________(1,494)
CASH FLOW FROM FINANCING ACTIVITIES:
Proceeds (Repayment)Cash from mortgage and note
payableborrowing $ (20,327)33,256 $ (45,126)
Repayment of notes receivable - related party - 19,847
___________ ___________
Net Cash Used by Financing Activities $ (20,327) $ (25,279)
___________ ___________8,200
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS $ (1,632)78,707 $ (13,382)6,706
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIODYEAR 13,432 1,717 14,797
___________ ___________
CASH AND CASH EQUIVALENTS AT END
OF PERIOD $ 8592,139 $ 1,415
=========== ===========8,423
RECONCILIATION OF NET LOSSINCOME(LOSS)
TO NET CASH PROVIDED
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 $ (130,124)23,600 $ (267,856)
___________ ___________
CHANGES IN ASSETS AND LIABILITIES:
(Increase) Decrease24,000
Changes in accounts receivableAssets and other assets $ (2,355) $ 3,893Liabilities:
Increase in accrued interest
payable 20,636 25,203
(Increase) in accrued interest
receivable (4,197) (4,195)47,881 (3,005)
(Decrease) increase in accounts
payable 11,800 (162,981)
Decrease (increase) in equityother assets 897 (2,407)
Increase (decrease) in partnerships 64,850 63,600accounts
receivable - (1,210)
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
___________ ___________- 111,401
Total adjustments $ 148,819104,814 $ 279,753
___________ ___________(8,999)
NET CASH PROVIDED (CONSUMED) BY
OPERATING ACTIVITIES $ 18,69545,451 $ 11,897
=========== ===========(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
MARCH 31,THREE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
(UNAUDITED)
1. The financial statement information for the ninethree months
ended March 31,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-
StateAll-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"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"CPC" have a 99% limited
partnership interest in Unicom. Accordingly, the beneficial
owners of Unicom are substantially the same asof those of
CPC."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 67
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
MARCH 31,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
ninethree months ended March 31,September 30, 1997.
As of March 31,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 from eachfor distribution wilup to $13,351,210 will be
useddistributed to repaythe partners equally for the benefit of CPC.
After CPC has been repaid in full
and$13,351,210 is disbursed, remaining cash will be
distributed 26.76% to the aforementioned individuals have received their share of each
distribution, remaining cash will then be distributedand the
remainder as follows:
1.00% to the general partner of Unicom
49.50% to the other partner in Unicom
7.50%Newnel Partnership
3.50% to certain individuals who made cash advances to Unicom
on behalf of the Company
42.00%46.00% to the Company
_______
100.00%
_______
In addition, CPC assigned 7.842%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 assisgnedassigned to those
individuals 12.68%10.23% of distributions received by it from CPC,
after deducting the amounts necessary to repay the funds advanced
toby them.
The netRESULTS OF OPERATIONS
Net loss for the ninethree months ended March 31,September 30, 1997, as
opposed to the ninenet income for the three months ended March 31,September
30, 1996 decreased by 51%is as a result of the increase in the sale of condominium units from inventory.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 78
CONDENSED FINANCIAL INFORMATION FOR REAL ESTATE PARTNERSHIPS
MARCH 31,SEPTEMBER 30, 1997
CITY PLANNED COMMUNITIES AND& UNICOM PARTNERSHIP, LTD.
CONDENSED COMBINED BALANCE SHEETS
MARCH 31,SEPTEMBER 30, 1997 AND JUNE 30, 19961997
(UNAUDITED)
MARCHSEPTEMBER JUNE
31,30, 1997 30, 19961997
ASSETS:
Property and equipment - net of
depreciation $ 27,972,230 $
28,564,402$27,574,246 $27,726,462
Cash 795,880
1,064,575
Cash - restricted 663,623
592,798886,960 905,163
Cash-restricted 686,343 694,909
Real estate held for sale (cost) 9,666 9,666
Deferred and prepaid expenses 1,681,621
1,337,1901,734,795 1,349,420
Other assets 94,742
298,282
Note127,408 320,447
Notes receivable - related party 65,266191,088 -
____________
____________
Total $ 31,283,028 $
31,866,913
============
============$31,210,506 $31,006,067
LIABILITIES AND PARTNERS' CAPITAL:
Mortgage payable, including
accrued interest $ 27,542,985 $
27,680,139$27,446,884 $27,496,637
Accounts payable and other
liabilities 1,389,162
1,186,7901,422,884 1,099,108
Notes payable - related parties 4,523,456
4,758,247
Notes payable - non-interest bearing 190,000
208,5551,328,942 3,756,454
Unamortized interest mortgage
modification 2,411,598
2,453,6792,382,760 2,397,258
Other deposits 4,500,000 -
Note payable 165,268
695,780107,354 72,753
Partners' capital (deficit) (4,939,441)
(5,116,277)
____________
____________(5,978,318) (3,816,143)
Total $ 31,283,028 $
31,866,913
============
============$31,210,506 $31,006,067
CONDENSED COMBINED PROFIT AND LOSS INFORMATION
THREE MONTHS AND NINE MONTHS ENDED MARCH 31,SEPTEMBER 30, 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:
Lease income $ 1,201,867 $ -
Rental $ 2,634,324 $ 2,550,463 $ 7,804,035 $
7,580,287- 2,566,807
Interest and other 18,799 19,171 57,755
102,508
___________ ___________ ___________
___________3,947 17,814
Total income $ 2,653,1231,205,814 $ 2,569,634 $ 7,861,790 $
7,682,795
___________ ___________ ___________
___________2,584,621
EXPENSES:
General and administrative $ 1,419,577380,344 $ 1,407,069 $ 4,501,401 $
4,320,8091,555,384
Interest 616,060 629,007 1,859,984
1,953,223625,122 624,567
Depreciation and amortization 236,365 228,400 236,200 685,200
696,000
Taxes and insurance 203,095 215,361 638,369
713,444
___________ ___________ ___________
___________99,202 200,736
Total expenses $ 2,467,1321,341,033 $ 2,487,4372,609,087
NET LOSS $ 7,684,954(135,219) $ 7,683,476 ___________ ___________ ____________
___________
NET PROFIT (LOSS) $ 185,991 $ 82,197 $ 176,836 $
(681)
=========== =========== ===========
===========(24,466)
See notes to financial statements.
Page 89
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
EXHIBIT - COMPUTATION OF LOSSINCOME (LOSS) PER PARTNERSHIP UNIT
NINETHREE MONTHS END MARCH 31,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 LossIncome (Loss) $ (130,124)(59,363) $ (267,856)
============ ============7,505
Net LossIncome (Loss) Per Partnership
Unit $ (0.04)0.02 $ (0.08)
============ ============0.00
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.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 R. ROSENTHAL
General Partner
Dated: May 14,November 21, 1997