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 DECEMBERMARCH 31, 19981999 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 DecemberMarch 31, 19981999
Limited Partnership Units 3,118,303 Units
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
* * * * * * * * * * * * * *
FINANCIAL STATEMENTS AND SCHEDULES
SIXNINE MONTHS ENDED DECEMBERMARCH 31, 19981999
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 -
DecemberMarch 31, 19981999 and June 30, 1998 2
Condensed Statements of Operations -
Three Months and SixNine Months ended
DecemberMarch 31, 19981999 and 19971998 3
Condensed Statements of Cash Flows -
SixNine Months ended DecemberMarch 31, 19981999
and 19971998 4
Financial Data Schedule 5
Notes to Condensed Financial Statements -
DecemberMarch 31, 19981999 and 19971998 6
Management's Discussion and Analysis of
the Financial Condition and Results of
Operations - DecemberMarch 31, 19981999 7-8
Condensed Financial Information for City
Planned Communities and Unicom Partnership,
Ltd., 50% and 49-1/2% owned Real Estate
Partnerships, respectively - DecemberMarch 31, 1999,
1998, 1997 and June 30, 1998 9-10
Exhibit - Computation of Income (Loss) per
partnership Unit - sixnine months ended DecemberMarch
31, 19981999 and 19971998 11
PART II Other Information 12
Signatures 13
Page 2
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
CONDENSED BALANCE SHEETS
DECEMBERMARCH 31, 19981999 AND JUNE 30, 1998
(UNAUDITED)
DECEMBERMARCH JUNE
31, 19981999 30, 1998
Assets
Cash $ 1,92153,702 $ 4,037
Other assets 1,2921,210 2,956
Total Assets $ 3,21354,912 $ 6,993
Liabilities and Partners' Capital
(Deficit)
Liabilities:
Notes payable - related party $ 181,251192,091 $ 166,749
Notes payable 449,537559,763 430,600
Accounts payable and other
liabilities 66,38427,141 33,413
4% convertible subordinated
debentures due 1989 2,530,8912,547,162 2,498,349
Partnership distributions payable 252,496 252,496
$ 3,480,5593,578,653 $ 3,381,607
Deficiency in real estate joint
venture $ 1,006,1811,010,466 $ 992,266
Partners' Deficit $ (4,261,862)(4,311,163) $ (4,148,035)
Notes receivable - officers/partners $ (221,665)(223,044) $ (218,845)
$ (4,483,527)(3,523,741) $ (4,366,880)
Total Liabilities and Partners'
Capital (Deficit) $ 3,21354,912 $ 6,993
See notes to financial statements.
Page 3
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
CONDENSED STATEMENTS OF OPERATIONS
THREE MONTHS AND SIXNINE MONTHS ENDED DECEMBERMARCH 31, 19981999 AND 19971998
(UNAUDITED)
THREE MONTHS ENDED SIXNINE MONTHS ENDED
DECEMBERMARCH 31, DECEMBERMARCH 31,
1 9 9 9 1 9 9 8 1 9 9 79 1 9 9 8 1 9 9 7
REVENUES:
Sale of real estate $ - $ - $ - $ -
Less cost of sale - - - -
Gross Profit $ - $ - $ - $ -
Partnership loss $ (8,015)(4,285) $ (11,700)(10,260) $ (13,915)(18,200)$ (35,300)(45,560)
Other income 1,964 2,293 3,898 5,2601,764 2,126 5,662 7,386
$ (6,051)(2,521) $ (9,407)(8,134)$ (10,017)(12,538) $ (30,040)(38,174)
Total Net Revenues
(Expenses) $ (6,051)(2,521) $ (9,407)(8,134) $ (10,017)(12,538) $ (30,040)(38,174)
COST AND EXPENSES:
Selling, general and
administrative $ 40,03717,232 $ 16,69629,490 $ 46,09563,327 $ 31,05560,545
Interest 28,858 25,680 57,715 50,05129,548 21,662 87,263 71,713
$ 68,89546,780 $ 42,37651,152 $ 103,810150,590 $ 81,106132,258
NET LOSS $ (74,946)(49,301) $ (51,783)(59,286)$ (113,827) $(111,146)(163,128) $(170,432)
NET (LOSS) INCOME PER
PARTNERSHIP UNIT (0.03) (0.02) (0.04) (0.04)(0.02) (0.05) (0.05)
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
SIXNINE MONTHS ENDED DECEMBERMARCH 31, 19981999 AND 19971998
(UNAUDITED)
1 9 9 89 1 9 9 78
CASH FLOW FROM ORATING ACTIVITIES:
Cash from sale of real estate $ - $ -
Cash received from other activities $ 1,370 $ 47,7342,420 48,828
Cash paid for selling, general and
adminstrativeadministrative expenses (11,460) (20,114)(67,853) (63,449)
Interest paid - (68,620)(82,300)
Net Cash (Used) Provided (Used) by
Operating Activities $ (10,090)(65,433) $ (41,000)(96,921)
CASH FLOW FROM FINANCING ACTIVITIES:
Mortgage and note payable - net $ 100,000 $ 43,684
Proceeds from notes receivable -
related party $ 7,974 $ 33,256- net 15,098 42,665
Net Cash Provided (Used) by
Financing Activities $ 7,974115,098 $ 33,25686,349
NET INCREASE (DECREASE) INCREASE IN CASH AND
CASH EQUIVALENTS $ (2,116)49,665 $ (7,744)(10,572)
CASH AND CASH EQUIVALENTS AT
BEGINNING OF YEAR 4,037 13,432
CASH AND CASH EQUIVALENTS AT END
OF PERIOD $ 1,92153,702 $ 5,6882,860
RECONCILIATION OF NET (LOSS)
TO NET CASH PROVIDED (USED) BY
OPERATING ACTIVITIES:
Net (loss) $ (113,827)(163,128) $ (111,146)(170,432)
CHANGES IN ASSETS AND LIABILITIES:
Decrease (Increase) decrease in accounts
receivable and other assets $ 1,6641,746 $ (47)186
Increase in accrued interest
receivable (2,820) (2,797)(4,199) (4,196)
Decrease in equity in partnerships 13,915 35,300
Increase18,200 45,560
Decrease in accounts payable and
accrued expenses 32,971 10,988(6,272) (3,090)
Increase in 4% convertible
debentures interest 32,542 32,54248,813 48,813
Increase (decrease)in interest on
notes payable 18,937 (57,344)39,407 (68,729)
Increase in note payable - CPC 14,502 51,504- 54,967
Total Adjustments $ 111,71197,695 $ 70,14673,511
NET CASH (USED) PROVIDED (USED) BY
OPERATING ACTIVITIES $ (2,116)(65,433) $ (41,000)(96,921)
See notes to financial statements.
Page 5
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
FINANCIAL DATA SCHEDULE
SIX MONTHSQUARTER ENDED MARCH 31, 1999, DECEMBER 31, 1998
AND THREE MONTHS ENDED SEPTEMBER 30, 1998
(UNAUDITED)
MARCH DECEMBER SEPTEMBER
31, 1999 31, 1998 30, 1998
EXHIBIT 27
Cash $ 53,702 $ 1,921 $ 6,056
Receivables 1,210 1,292 1,524
Total Assets 54,912 3,213 7,580
Notes Payable 751,854 630,788 618,755
Convertible Subordinated
Debentures 2,547,162 2,530,891 2,514,620
Partners' Deficit (4,311,163) (4,261,862) (4,109,154)
Total Liabilities and
Partners' Deficit 54,912 3,213 7,580
Net Sales of Real Estate - - -
Total Revenues (10,017)(2,521) (6,051) (3,966)
Total Cost and Expenses 103,81046,780 68,895 34,915
Net Income (Loss) (113,827)(49,301) (74,946) (38,881)
Loss Per Partnership Unit (0.04)(0.02) (0.03) (0.01)
See notes to financial statements.
Page 6
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
NOTES TO CONDENSED FINANCIAL STATEMENTS
SIXNINE MONTHS ENDED DECEMBERMARCH 31 19981999 AND 19971998
(UNAUDITED)
1. The financial statement information for the sixnine months ended
DecemberMarch 31, 19981999 and 19971998 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 7
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
DECEMBERMARCH 31, 19981999
FINANCIAL CONDITION
Registrant's source of working capital consists of cash
received from borrowings and loans received from Unicom Partnership
Ltd. No cash was available for distribution during the sixnine months
ended DecemberMarch 31, 1998.1999.
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 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 Unicom
49.33% to Newnel Partnership
3.58% to certain individuals who made cash advances to Unicom
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 Unicom, 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 will be 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
Unicom
23.27% to the newly admitted limited partners
36.12% to Newnel Partnership.
36.12% to the Company (including 2.62% given to certain
individuals who made cash advances to Unicom on
behalf of the Company)
100.00%
The amount of the distribution to be received by the Company is
the same under both of the above calculations.
Page 8
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
DECEMBERMARCH 31, 19981999
FINANCIAL CONDITION (Continued)
In addition, CPC assigned 9.00% 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 for the sixnine months ended DecemberMarch 31, 19981999 were
equal to the period ended DecemberMarch 31, 1997.1998.
Page 9
CONDENSED FINANCIAL INFORMATION FOR REAL ESTATE PARTNERSHIPS
MARCH 31, 1999
CITY PLANNED COMMUNITIES & UNICOM PARTNERSHIP, LTD.
CONDENSED COMBINED BALANCE SHEETS
DECEMBERMARCH 31, 19981999 AND JUNE 30, 1998
(UNAUDITED)
DECEMBERMARCH JUNE
31, 19981999 30, 1998
ASSETS:
Property and equipment - net of
depreciation $ 26,575,86726,498,355 $ 26,936,190
Cash 1,499,3421,154,650 1,128,620
Cash-restricted 712,836671,147 686,127
Real estate held for sale (cost) 9,666 9,666
Deferred and prepaid expenses 1,243,9321,340,773 1,588,229
Other assets 474,619501,495 599,750
Notes receivable - related party 315,369286,402 -
Total $ 30,831,63130,462,488 $ 30,948,582
LIABILITIES AND PARTNERS' CAPITAL
(DEFICIT):
Mortgage payable, including
accrued interest $27,189,183$27,220,126 $27,097,304
Accounts payable and other
liabilities 1,768,9261,664,440 1,788,170
Notes payable - related parties 833,281581,464 849,987
Unamortized interest mortgage
modification 2,315,7852,310,652 2,355,572
Option deposits 4,500,000 4,500,000
Note payable 60,874- 40,812
Partners' capital (deficit) (5,836,418)(5,814,194) (5,683,263)
Total $ 30,831,63130,462,488 $ 30,948,582
See notes to financial statements.
Page 10
CONDENSED FINANCIAL INFORMATION FOR REAL ESTATE PARTNERSHIPS
MARCH 31, 1999
CITY PLANNED COMMUNITIES & UNICOM PARTNERSHIP, LTD.
CONDENSED COMBINED PROFIT AND LOSS INFORMATION
THREE MONTHS AND SIXNINE MONTHS ENDED DECEMBERMARCH 31, 1999 AND 1998
AND 1997(CONTINUED)
(UNAUDITED)
THREE MONTHS ENDED SIXNINE MONTHS ENDED
DECEMBERMARCH 31, DECEMBERMARCH 31,
1 9 9 9 1 9 9 8 1 9 9 79 1 9 9 8 1 9 9 7
REVENUES:
Rental $ - $ - $ - $ -
Interest and
other 4,773 4,648 9,610 8,5954,560 3,722 14,170 12,317
Lease income 1,217,469 946,628 2,358,278 2,148,4951,526,794 1,251,450 3,885,072 3,399,945
Total $ 1,222,2421,531,354 $ 951,2761,255,172 $ 2,367,8883,899,242 $ 2,157,0903,412,262
EXPENSES:
General and
administra-
tive $ 221,76347,106 $ 156,68815,993 $ 394,826441,932 $ 537,032553,025
Interest 501,810 770,030 1,092,048 1,395,152730,180 765,543 1,822,228 2,160,695
Depreciation
and amortization 253,722 176,365 507,445 412,730amortiza-
tion 253,723 206,365 761,168 619,095
Taxes and
insurance 226,218 141,331 345,259 240,533544,268 92,699 889,527 333,232
$ 1,203,513 $1,244,4141,575,277 $1,080,600 $ 2,339,5783,914,855 $ 2,585,4473,666,047
NET PROFIT
(LOSS) $ 18,729(43,923) $ (293,138)174,572 $ 28,310(15,613) $ (428,357)(253,785)
See notes to financial statements.
Page 11
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
EXHIBIT - COMPUTATION OF INCOME (LOSS) PER PARTNERSHIP UNIT
SIXNINE MONTHS ENDED DECEMBERMARCH 31, 19981999 AND 19971998
(UNAUDITED)
1 9 9 89 1 9 9 78
Partnership units outstanding 3,118,303 3,118,303
Net Income (Loss) $ (113,827)(15,613) $ (111,146)(170,432)
Net Income (Loss) Per Partnership
Unit $ (0.04)(0.00) $ (0.04)(0.05)
See notes to financial statements.
Page 12
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
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 13
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: FEBRUARY 19, 1999May 27,1999