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, 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.)
5500 NW 69th Avenue, Lauderhill, FL 33319
_______________________________________________________________________________
(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 September 30, 1996
____- _________________-
Limited Partnership Units 3,118,303 Units
________________________- _________________________-
ALL-STATE PROPERTIES L.P.
_________________________
(A LIMITED PARTNERSHIP)
_____________________
* * * * * * * * * * * * * * * * * * * *
FINANCIAL STATEMENTS AND SCHEDULES
__________________________________
THREE MONTHS ENDED SEPTEMBER 30, 1996
_____________________________________
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, 1996 and June 30, 1996 2
Condensed Statements of Operations -
Three Months ended September 30, 1996 and
1995 3
Condensed Statements of Cash Flows -
Three Months ended September 30, 1996
and 1995 4
Notes to Condensed Financial Statements -
September 30, 1996 and 1995 5
Management's Discussion and Analysis of
the Financial Condition and Results of
Operations - September 30, 1996 6
Condensed Financial Information for City
Planned Communities and Unicom Partnership,
Ltd., 50% and 49-1/2% owned Real Estate
Partnerships, respectively - September 30,
1996, 1995 and June 30, 1996 7
Exhibit - Computation of Loss per Partner-
ship Unit - September 30, 1996 and 1995 8
Part II Other Information 9
Signatures 10
Page 2
ALL-STATE PROPERTIES L.P.
_________________________
(A LIMITED PARTNERSHIP)
_____________________
CONDENSED BALANCE SHEETS
________________________
SEPTEMBER 30, 1996 AND JUNE 30, 1996
____________________________________
(UNAUDITED)
SEPTEMBER JUNE
30TH 30TH
___________- ___________-
Assets 1 9 9 6 1 9 9 6
______ ____________ ____________
(UNAUDITED) (UNAUDITED)
Cash $ 8,423 $ 1,717
Receivables 2,930 1,720
Real estate and construction in progress
(not in excess of net realizable value) 105,635 217,036
Other assets 4,845 2,438
____________ ____________
Total Assets $ 121,833 $ 222,911
____________
============ ============
Liabilities and Partners' Capital (Deficit)
___________________________________________
Liabilities:
Notes payable - related party $ 62,276 $ 60,765
Notes payable 466,610 452,595
Accounts payable and other liabilities 112,313 275,294
4% convertible subordinated debentures due
1989 2,384,452 2,368,181
Partnership distributions payable 252,496 252,496
____________ ____________
$ 3,278,147 $ 3,409,331
____________ ____________
Deficiency in real estate joint venture $ 899,354 $ 875,354
___________- ____________
Partners' Deficit $ (3,846,590) $ (3,854,095)
Notes receivable - officers/partners (209,078) (207,679)
____________ ____________
$ (4,055,668) $ (4,061,774)
___________- ____________
Total Liabilities and Partners' Capital
_______________________________________
(Deficit) $ 121,833 $ 222,911
_________
============ ============
See notes to financial statements.
Page 3
ALL-STATE PROPERTIES L.P.
_________________________
(A LIMITED PARTNERSHIP)
_____________________
CONDENSED STATEMENTS OF OPERATIONS
__________________________________
THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
______________________________________________
(UNAUDITED)
1 9 9 6 1 9 9 5
___________ ___________
REVENUES:
________
Sale of real estate $ 175,000 $ -
Loss from real estate partnership (24,000) (34,022)
Other 6,205 8,630
__________- ___________
$ 157,205 $ (25,392)
__________- ___________
COST AND EXPENSES:
_________________
Cost of real estate sold $ 108,419 $ -
Selling, general and administrative 16,076 21,176
Interest 25,205 25,667
___________ ___________
$ 149,700 $ 46,843
__________- ___________
Net Income (Loss) $ 7,505 $ (72,235)
_________________
=========== ===========
INCOME (LOSS) PER PARTNERSHIP UNIT OUTSTANDING $ 0.00 $ (0.02)
______________________________________________
=========== ===========
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, 1996 AND 1995
______________________________________________
(UNAUDITED)
1 9 9 6 1 9 9 5
___________ ___________
CASH FLOW FROM OPERATING ACTIVITIES:
Cash from sale of real estate $ 175,000 $ -
Cash received principally from rental
activities 1,990 3,987
Cash paid for selling, general and
administrative expenses (176,824) (14,625)
Cash paid for cost of sales (1,660) -
__________- ___________
Net Cash Consumed by Operating
Expenses $ (1,494) $ (10,638)
___________ ___________
CASH FLOW FROM FINANCING ACTIVITIES:
Cash from borrowing $ 8,200 $ -
__________- ___________
NET INCREASE (DECREASE) IN CASH AND CASH
________________________________________
EQUIVALENTS $ 6,706 $ (10,638)
___________-
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 1,717 14,797
_____________________________________-_______- __________- ___________
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 8,423 $ 4,159
_______________________________________-__
=========== ===========
RECONCILIATION OF NET INCOME (LOSS) TO NET CASH
_____________________________________-_________
CONSUMED BY OPERATING ACTIVITIES:
________________________________
Net Income (Loss) $ 7,505 $ (72,235)
___________ ___________
ADJUSTMENTS TO RECONCILE NET LOSS TO NET
________________________________________
CASH CONSUMED BY OPERATING ACTIVITIES:
_____________________________________
Loss of real estate partnerships $ 24,000 $ 34,022
Changes in Assets and Liabilities:
Increase in accrued interest payable 25,203 25,666
(Increase) in accrued interest receivable (3,005) (3,005)
(Decrease) increase in accounts payable (162,981) 5,527
Decrease (increase) in other assets (2,407) 1,025
Increase (decrease) in accounts receivable (1,210) (1,638)
Decrease in cost of real estate 111,401 -
__________- ___________
Total adjustments $ (8,999) $ 61,597
___________ ___________
NET CASH CONSUMED BY OPERATING ACTIVITIES $ (1,494) $ (10,638)
________________________________________-
=========== ===========
See notes to financial statements.
Page 5
ALL-STATE PROPERTIES L.P.
_________________________
(A LIMITED PARTNERSHIP)
_____________________
NOTES TO CONDENSED FINANCIAL STATEMENTS
_______________________________________
THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
______________________________________________
(UNAUDITED)
1. The financial statement information for the three months ended September
30, 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.
_________________________
(A LIMITED PARTNERSHIP)
_______________________
MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE
___________________________________________
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
_____________________________________________
SEPTEMBER 30, 1996
__________________
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 year ended September 30, 1996.
As of September 30, 1996, 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 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
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 byh them
to CPC.
Certain individuals advanced funds to the Company. In consideration of
those advances, the Company assigned to those individuals 12.68% of
distributions received by it from CPC, after deducting the amounts necessary
to
repay the funds advanced by them.
RESULTS OF OPERATIONS
_____________________
Net income for the three months ended September 30, 1996, as compared
with the three months ended September 30, 1995, increased by 110% as a result
of the sale of condominium units.
Page 7
CONDENSED FINANCIAL INFORMATION FOR REAL ESTATE PARTNERSHIPS
___________________________________________________________-
SEPTEMBER 30, 1996
__________________
CITY PLANNED COMMUNITIES & UNICOM PARTNERSHIP, LTD.
___________________________________________________
CONDENSED COMBINED BALANCE SHEETS
_________________________________
SEPTEMBER 30, 1996 AND JUNE 30, 1996
____________________________________
(UNAUDITED)
<TABLE>
<CAPTION>
SEPTEMBER JUNE
30, 1996 30, 1996
______________- ____________
<S> <C> <C>
ASSETS:
______
Property and equipment - net of depreciation $ 28,353,314 $ 28,564,402
Cash 682,975 1,064,575
Cash - restricted 625,854 592,798
Real estate held for sale (cost) 9,666 9,666
Deferred and prepaid expenses 1,526,170 1,337,190
Other assets 362,003 298,282
Note receivable - related party 62,276 -
____________ ____________
Total $ 31,622,258 $ 31,866,913
============ ============
LIABILITIES AND PARTNERS' CAPITAL:
_________________________________
Mortgage payable, including accrued interest $ 27,635,329 $ 27,680,139
Accounts payable and other liabilities 1,489,864 1,186,790
Notes payable - related parties 4,837,256 4,758,247
Notes payable - non-interest bearing 190,000 208,555
Unamortized interest mortgage modification 2,439,807 2,453,679
Note payable 170,745 695,780
Partners' capital (deficit) (5,140,743) (5,116,277)
___________- ____________
Total $ 31,622,258 $ 31,866,913
============ ============
</TABLE>
CONDENSED COMBINED PROFIT AND LOSS INFORMATION
______________________________________________
THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
______________________________________________
(UNAUDITED)
<TABLE>
<CAPTION>
1 9 9 6 1 9 9 5
___________ __________-
<S> <C> <C>
REVENUES:
________
Rental $ 2,566,807 $ 2,499,709
Interest and other 17,814 14,355
___________ __________-
Total income $ 2,584,621 $ 2,514,064
___________ ___________
EXPENSES:
________
General and administrative $ 1,555,384 $ 1,457,590
Interest 624,567 690,627
Depreciation and amortization 228,400 229,800
Taxes and insurance 200,736 212,380
___________ ___________
Total expenses $ 2,609,087 $ 2,590,397
___________ __________-
NET LOSS $ (24,466) $ (76,333)
_______-
=========== ===========
</TABLE>
See notes to financial statements.
Page 8
ALL-STATE PROPERTIES L.P.
_________________________
(A LIMITED PARTNERSHIP)
_____________________
EXHIBIT - COMPUTATION OF INCOME (LOSS) PER PARTNERSHIP UNIT
________________________________________________________-__
THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
______________________________________________
(UNAUDITED)
1 9 9 6 1 9 9 5
___________ ___________
Partnership units outstanding 3,118,303 3,118,303
=========== ===========
Net Income (Loss) $ 7,505 $ (72,235)
=========== ===========
Net Income (Loss) Per Partnership Unit $ 0.00 $ (0.02)
=========== ===========
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: November 14, 1996
______________________
