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 DECEMBER 31, 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.)
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 December 31, 1996
Limited Partnership Units 3,118,303 Units
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
* * * * * * * * * * * * * * * * * * *
FINANCIAL STATEMENTS AND SCHEDULES
SIX MONTHS ENDED DECEMBER 31, 1996
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 -
December 31, 1996 and June 30, 1996 2
Condensed Statements of Operations -
Three Months and Six Months ended
December 31, 1996 and 1995 3
Condensed Statements of Cash Flows -
Six Months ended December 31, 1996
and 1995 4
Notes to Condensed Financial Statements -
December 31, 1996 and 1995 5
Management's Discussion and Analysis of
the Financial Condition and Results of
Operations - December 31, 1996 6
Condensed Financial Information for City
Planned Communities and Unicom Partnership,
Ltd., 50% and 49-1/2% owned Real Estate
Partnerships, respectively - December 31,
1996, December 31, 1995 and June 30, 1996 7
Exhibit - Computation of Loss per Partner-
ship Unit - Six Months ended December 31,
1996 and 1995 8
Exhibit 27 Financial Data Schedule for the
Quarter ended 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
DECEMBER 31, 1996 AND JUNE 30, 1996
(UNAUDITED)
DECEMBER JUNE
31ST 30TH
Assets 1 9 9 6 1 9 9 6
(UNAUDITED) (UNAUDITED)
Cash $ 4,817 $ 1,717
Receivables 3,485 1,720
Real estate and construction in progress
(not in excess of net realizable value) 42,968 217,036
Other assets 4,573 2,438
____________ ____________
Total Assets $ 55,843 $ 222,911
============ ============
Liabilities and Partners' Capital (Deficit)
Liabilities:
Notes payable - related party $ 63,787 $ 60,765
Notes payable 423,810 452,595
Accounts payable and other liabilities 118,208 275,294
4% convertible subordinated debentures due
1989 2,400,723 2,368,181
Partnership distribution 252,496 252,496
____________ ____________
$ 3,259,024 $ 3,409,331
____________ ____________
Deficiency in real estate joint venture $ 922,654 $ 875,354
____________ ____________
Partners' Deficit $ (3,915,359) $ (3,854,095)
Notes receivable - officers/partners (210,476) (207,679
____________ ____________
$ (4,125,835) $ (4,061,774)
____________ ____________
Total Liabilities and Partners' Capital
(Deficit) $ 55,843 $ 222,911
============ ============
See notes to financial statements.
Page 3
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
CONDENSED STATEMENTS OF OPERATIONS
THREE MONTHS AND SIX MONTHS ENDED DECEMBER 31, 1996 AND 1995
THREE MONTHS ENDED SIX MONTHS ENDED
DECEMBER 31, DECEMBER 31,
1 9 9 6 1 9 9 5 1 9 9 6 1 9 9 5
REVENUES:
Sale of real estate $ 67,500 $ 72,500 $ 242,500 $ 72,500
Less costs of sale 69,342 92,126 177,761 92,126
___________ ___________ ___________ ___________
Gross Profit $ (1,842) $ (19,626) $ 64,739 $ (19,626)
___________ ___________ ___________ ___________
Partnership loss $ (23,300) $ (4,978) $ (47,300) $ (39,000)
Other income 6,233 6,082 12,438 14,712
___________ ___________ ___________ ___________
$ (17,067) $ 1,104 $ (34,862) $ (24,288)
___________ ___________ ___________ ___________
Total Net Revenues
(Expenses) $ (18,909) $ (18,522) $ 29,877 $ (43,914)
___________ ___________ ___________ ___________
COST AND EXPENSES:
Selling, general
and administrative $ 25,013 $ 75,967 $ 41,089 $ 97,143
Interest 24,847 26,864 50,052 52,531
___________ ___________ ___________ ___________
$ 49,860 $ 102,831 $ 91,141 $ 149,674
___________ ___________ ___________ ___________
NET LOSS $ (68,769) $ (121,353) $ (61,264) $ (193,588)
=========== =========== =========== ===========
NET LOSS INCOME PER
PARTNERSHIP UNIT
AFTER EXTRAORDINARY
ITEM (0.02) (0.04) (0.02) (0.06)
=========== =========== =========== ===========
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
SIX MONTHS ENDED DECEMBER 31, 1996 AND 1995
(UNAUDITED)
1 9 9 6 1 9 9 5
CASH FLOW FROM OPERATING ACTIVITIES:
Cash from sale of real estate $ 242,500 $ 72,500
Cash received from other activities 7,876 11,915
Cash paid for selling, general and
administrative expenses (196,949) (30,963)
Interest paid - (9,129)
___________ ___________
Net Cash Provided by Operating Activities $ 53,427 $ 44,323
___________ ___________
CASH FLOW FROM FINANCING ACTIVITIES:
Proceeds (Repayment) from mortgage and note
payable $ (50,327) $ (56,702)
Repayment of notes receivable - related party - (2,213)
___________ ___________
Net Cash Used by Financing Activities $ (50,327) $ (58,915)
___________ ___________
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS $ 3,100 $ (14,592)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,717 14,797
___________ ___________
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 4,817 $ 205
=========== ===========
RECONCILIATION OF NET LOSS TO NET CASH PROVIDED
BY OPERATING ACTIVITIES:
Net Loss $ (61,264) $ (193,588)
___________ ___________
CHANGES IN ASSETS AND LIABILITIES:
(Increase) Decrease in accounts receivable
and other assets $ (3,900) $ 2,303
Increase in accrued interest receivable (2,797) (2,797)
Decrease in equity in partnerships 47,300 39,000
Decrease in cost of real estate 174,068 130,997
(Decrease) increase in accounts payable
and accrued expenses (132,522) 35,866
Increase in 4% convertible debentures
interest 32,542 32,542
___________ ___________
Total adjustments $ 114,691 $ 237,911
___________ ___________
NET CASH PROVIDED BY OPERATING ACTIVITIES $ 53,427 $ 44,323
=========== ===========
See notes to financial statements.
Page 5
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
NOTES TO CONDENSED FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1995
(UNAUDITED)
1. The financial statement information for the six months ended December
31, 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 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
DECEMBER 31, 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 December 31, 1996.
As of December 31, 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 by
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.
The net loss for the six months ended December 31, 1996, as opposed to
the six months ended December 31, 1995, decreased by 68% as a result of the
increase in the sale of condominium units from inventory.
Page 7
CONDENSED FINANCIAL INFORMATION FOR REAL ESTATE PARTNERSHIPS
DECEMBER 31, 1996
CITY PLANNED COMMUNITIES AND UNICOM PARTNERSHIP, LTD.
CONDENSED COMBINED BALANCE SHEETS
DECEMBER 31,1996 AND JUNE 30, 1996
<TABLE> (UNAUDITED)
<CAPTION>
DECEMBER JUNE
31, 1966 30,
1996
<S> <C> <C>
ASSETS:
Property and equipment - net of depreciation $ 28,162,691 $
28,564,402
Cash 906,933
1,064,575
Cash - restricted 651,293
592,798
Real estate held for sale (cost) 9,666
9,666
Deferred and prepaid expenses 1,379,313
1,337,190
Other assets 134,263
298,282
Note receivable - related party 63,687
-
____________
____________
Total $ 31,307,846 $
31,866,913
============
============
LIABILITIES AND PARTNERS' CAPITAL:
Mortgage payable, including accrued interest $ 27,589,616 $
27,680,139
Accounts payable and other liabilities 1,151,707
1,186,790
Notes payable - related parties 4,908,136
4,758,247
Notes payable - non-interest bearing 190,000
208,555
Unamortized interest mortgage modification 2,425,780
2,453,679
Note payable 168,039
695,780
Partners' capital (deficit) (5,125,432)
(5,116,277)
____________
____________
Total $ 31,307,846 $
31,866,913
============
============
</TABLE>
CONDENSED COMBINED PROFIT AND LOSS INFORMATION
THREE MONTHS AND SIX MONTHS ENDED DECEMBER 31, 1996 AND 1995
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
DECEMBER 31, DECEMBER 31
1 9 9 6 1 9 9 5 1 9 9 6 1 9
9 5
<S> <C> <C> <C> <C>
REVENUES:
Rental $ 2,602,904 $ 2,530,115 $ 5,169,711 $
5,029,824
Interest and other 21,142 68,982 38,956
83,337
___________ ___________ ___________
___________
Total $ 2,624,046 $ 2,599,097 $ 5,208,667 $
5,113,161
___________ ___________ ___________
___________
EXPENSES:
General and administrative $ 1,526,440 $ 1,456,150 $ 3,081,824 $
2,913,740
Interest 619,357 633,589 1,243,924
1,324,216
Depreciation and amortization 228,400 230,200 456,800
460,000
Taxes and insurance 234,538 285,703 435,274
498,083
___________ ___________ ___________
___________
NET PROFIT (LOSS) $ 15,311 $ (6,545) $ (9,155) $
(82,878)
=========== =========== ===========
===========
</TABLE>
See notes to financial statements.
Page 8
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
EXHIBIT - COMPUTATION OF LOSS PER PARTNERSHIP UNIT
SIX MONTHS ENDED DECEMBER 31, 1996 AND 1995
(UNAUDITED)
1 9 9 6 1 9 9 5
Partnership units outstanding 3,118,303 3,118,303
=========== ============
Net Loss $ (61,264) $ (193,588)
============ ============
Net Loss Per Partnership Unit $ (0.02) $ (0.06)
============ ============
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 PERIOD ENDED DECEMBER 31, 1996 AND
SEPTEMBER 30, 1996
UNAUDITED
SIX MONTHS THREE MONTHS
ENDED ENDED
DECEMBER 31, SEPTEMBER 30,
1996 1996
Cash $ 4,817 $ 8,423
Receivables 3,485 2,930
Real estate held for sale and development 42,968 105,635
Total assets 55,843 121,833
Notes payable 487,597 528,886
Convertible subordinated debentures 2,400,723 2,384,452
Partners' deficit (3,915,359) (3,846,590)
Total liabilities and partners' (deficit) 55,843 121,833
Net sales of real estate 242,500 175,000
Total revenues 207,638 157,205
Cost of real estate sold 177,761 108,419
Total cost and expenses 268,902 149,700
Net income (loss) (61,264) 7,505
Income (loss) per partnership unit (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.
(b) Exhibit - Form 8-K filed August 31, 1995, 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: February 14, 1997
