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 MARCH 31, 1998 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 March 31, 1998
Limited Partnership Units 3,118,303 Units
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
* * * * * * * * * * * * * *
FINANCIAL STATEMENTS AND SCHEDULES
NINE MONTHS ENDED MARCH 31, 1998
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 -
March 31, 1998 and June 30, 1997 2
Condensed Statements of Operations -
Three Months and Nine Months ended
March 31, 1998 and 1997 3
Condensed Statements of Cash Flows -
Nine Months ended March 31, 1998
and 1997 4
Financial Data Schedule 5
Notes to Condensed Financial Statements -
March 31, 1998 and 1997 6
Management's Discussion and Analysis of
the Financial Condition and Results of
Operations - March 31, 1998 7
Condensed Financial Information for City
Planned Communities and Unicom Partnership,
Ltd., 50% and 49-1/2% owned Real Estate
Partnerships, respectively - March 31,
1998, 1997 and June 30, 1997 8-9
Exhibit - Computation of Income (Loss) per
partnership Unit - Nine months ended March
31, 1998 and 1997 10
PART II Other Information 11
Signatures 12
Page 2
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
CONDENSED BALANCE SHEETS
MARCH 31, 1998 AND JUNE 30, 1997
(UNAUDITED)
MARCH JUNE
31, 1998 30, 1997
Assets
Cash $ 2,860 $ 13,432
Real estate and construction in
progress (not in excess of net
realizable value) 12,000 12,000
Other assets 3,188 3,374
Total Assets $ 18,048 $ 28,806
Liabilities and Partners' Capital
(Deficit)
Liabilities:
Notes payable - related party $ 164,392 $ 66,760
Notes payable 402,072 427,117
Accounts payable and other
liabilities 97,523 100,613
4% convertible subordinated
debentures due 1989 2,482,078 2,433,265
Partnership distributions payable 252,496 252,496
$ 3,398,561 $ 3,280,251
Deficiency in real estate joint
venture $ 1,003,446 $ 957,886
Partners' Deficit $ (4,166,490) $ (3,996,508)
Notes receivable - officers/partners $ 217,469) $ (213,273)
$ (4,383,959) $ (4,209,331)
Total Liabilities and Partners'
Capital (Deficit) $ 18,048 $ 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, 1998 AND 1997
(UNAUDITED)
THREE MONTHS ENDED NINE MONTHS ENDED
MARCH 31, MARCH 31,
1 9 9 8 1 9 9 7 1 9 9 8 1 9 9 7
REVENUES:
Sale of real
estate $ - $ - $ - $ 242,500
Less cost of
sale - - - 177,761
Gross
Profit $ - $ - $ - $ 64,739
Partnership
loss $ (10,260) $ (17,550) $ (45,560) $ (64,850)
Other
income 2,126 1,845 7,386 14,283
$ (8,134) $ (15,705) $ (38,174) $ (50,567)
Total Net
Revenues
(Expenses) $ (8,134) $ (15,705) $ (38,174) $ 14,172
COST AND
EXPENSES:
Selling,
general
and ad-
ministra-
tive $ 29,490 $ 28,756 $ 60,545 $ 69,845
Interest 21,662 24,399 71,713 74,451
$ 51,152 $ 53,155 $ 132,258 $ 144,296
NET LOSS $ (59,286) $ (68,860) $ (170,432) $ (130,124)
NET(LOSS)IN-
COME PER
PARTNERSHIP
UNIT (0.01) (0.02) (0.05) (0.04)
CASH DISTRIBU-
TIONS 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
NINE MONTHS ENDED MARCH 31, 1998 AND 1997
(UNAUDITED)
1 9 9 8 1 9 9 7
CASH FLOW FROM OPERATING ACTIVITIES:
Cash from sale of real estate $ - $ 242,500
Cash received from other activities 48,828 5,301
Cash paid for selling, general and
administrative expenses (63,449) (229,106)
Interest paid (82,300) -
Net Cash (Used) Provided by
Operating Activities $ (96,921) $ 18,695
CASH FLOW FROM FINANCING ACTIVITIES:
Mortgage and note payable - net $ 43,684 $ (20,327)
Proceeds from notes receivable -
related party - net 42,665 -
Net Cash Provided (Used) by
Financing Activities $ 86,349 $ (20,327)
NET DECREASE IN CASH AND
CASH EQUIVALENTS $ (10,572) $ (1,632)
CASH AND CASH EQUIVALENTS AT
BEGINNING OF YEAR 13,432 1,717
CASH AND CASH EQUIVALENTS AT END
OF PERIOD $ 2,860 $ 85
RECONCILIATION OF NET(LOSS)
TO NET CASH PROVIDED(USED)BY
OPERATING ACTIVITIES:
Net Loss $ (170,432) $ (130,124)
CHANGES IN ASSETS AND LIABILTIIES:
Decrease (Increase) in accounts
receivable and other assets $ 186 $ (2,355)
Increase in accrued interest
receivable (4,196) (4,197)
Decrease in equity in partnerships 45,560 64,850
Decrease in cost of real estate - 174,068
Decrease in accounts payable
and accrued expenses (3,090) (175,755)
Increase in 4% convertible
debentures interest 48,813 48,813
Increase (Decrease) in notes payable (68,729) 43,395
Increase in note payable - CPC 54,967 -
Total Adjustments $ 73,511 $ 148,819
NET CASH (USED) PROVIDED BY
OPERATING ACTIVITIES $ (96,921) $ 18,695
See notes to financial statements.
Page 5
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
FINANCIAL DATA SCHEDULE
QUARTER ENDED MARCH 31, 1998, DECEMBER 31, 1997 AND SEPTEMBER 30,
1997
(UNAUDITED)
MARCH DECEMBER SEPTEMBER
EXHIBIT 27 31, 1998 31, 1997 30, 1997
Cash $ 2,860 $ 5,688 $ 92,139
Receivables 3,188 3,421 2,481
Real Estate and Construc-
tion in Progress 12,000 12,000 12,000
Total Assets 18,048 21,109 106,620
Notes Payable 566,464 521,293 580,778
Convertible Subordinated
Debentures 2,482,078 2,465,807 2,449,536
Partners' Deficit (4,166,490) (4,107,204) (4,055,421)
Total Liabilities and
Partners' Deficit 18,048 21,109 106,620
Net Sales of Real Estate - - -
Total Revenues (8,134) (9,407) (20,633)
Cost of real estate sold - - -
Total Cost and Expenses 51,152 42,376 38,730
Net Income (loss) (59,286) (51,783) (59,363)
Loss Per Partnership
Unit (0.01) (0.02) (0.02)
See notes to financial statements.
Page 6
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
NOTES TO CONDENSED FINANCIAL STATEMENTS
NINE MONTHS ENDED MARCH 31, 1998 AND 1997
(UNAUDITED)
1. The financial statement information for the nine months ended
March 31, 1998 and 1997 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 substantial
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
MARCH 31, 1998
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 nine months ended March 31, 1998.
As of March 31, 1998, 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 Newnel and the Company 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 F. Trace, Inc., former 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
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 nine months ended March 31, 1998, increased
31% over the net loss for the nine months ended March 31, 1997 as
a result of the sale of real estate, less the cost thereof,
during the prior period.
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 certain partners
of Unicom(including the Company). (Form 8-K filed September 24,
1997.)
Page 8
CONDENSED FINANCIAL INFORMATION FOR REAL ESTATE PARTNERSHIPS
MARCH 31, 1998
CITY PLANNED COMMUNITIES & UNICOM PARTNERSHIP, LTD.
CONDENSED COMBINED BALANCE SHEETS
MARCH 31, 1998 AND JUNE 30, 1997
(UNAUDITED)
<TABLE>
<CAPTION>
MARCH JUNE
31, 1998 30, 1997
<S> <C> <C>
ASSETS:
Property and equipment - net of
depreciation $ 27,184,611 $ 27,726,462
Cash 881,802 905,163
Cash-restricted 692,663 694,909
Real estate held for sale (cost) 9,666 9,666
Deferred and prepaid expenses 1,486,072 1,349,420
Other assets 158,462 320,447
Notes receivable - related party - -
Total $ 30,413,276 $ 31,006,067
LIABILITIES AND PARTNERS' CAPITAL
(DEFICIT):
Mortgage payable, including
accrued interest $ 27,346,875 $ 27,496,637
Accounts payable and other
liabilities 1,260,136 1,099,108
Notes payable - related parties 857,707 3,756,454
Unamortized interest mortgage
modification 2,353,959 2,397,258
Option deposits, including accrued
interest 4,666,500 -
Note payable 131,590 72,753
Partners' capital (deficit) (6,203,491) (3,816,143)
Total $ 30,413,276 $ 31,006,067
</TABLE>
See notes to financial statements.
Page 9
CONDENSED FINANCIAL INFORMATION FOR REAL ESTATE PARTNERSHIPS
MARCH 31, 1998
CITY PLANNED COMMUNITIES & UNICOM PARTNERSHIP, LTD.
CONDENSED COMBINED PROFIT AND LOSS INFORMATION
THREE MONTHS AND NINE MONTHS ENDED MARCH 31, 1998 AND 1997
(CONTINUED)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
MARCH 31, MARCH 31,
1 9 9 8 1 9 9 7 1 9 9 8 1 9 9 7
<S> <C> <C> <C> <C>
REVENUES:
Rental $ - $ 2,634,324 $ - $ 7,804,035
Interest and
other 3,722 18,799 12,317 57,755
Lease income 1,251,450 - 3,399,945 -
Total $ 1,255,172 $ 2,653,123 $ 3,412,262 $ 7,861,790
EXPENSES:
General and
administra-
tive $ 15,993 $ 1,419,577 $ 553,025 $ 4,501,401
Interest 765,543 616,060 2,160,695 1,859,984
Depreciation
and amortiza-
tion 206,365 228,400 619,095 685,200
Taxes and
insurance 92,699 203,095 333,232 638,369
$ 1,080,600 $ 2,467,132 $ 3,666,047 $ 7,684,954
NET PROFIT
(LOSS) $ 174,572 $ 185,991 $ (253,785) $ 176,836
</TABLE>
See notes to financial statements.
Page 10
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
EXHIBIT - COMPUTATION OF INCOME (LOSS) PER PARTNERSHIP UNIT
NINE MONTHS ENDED MARCH 31, 1998 AND 1997
(UNAUDITED)
1 9 9 8 1 9 9 7
Partnership units outstanding 3,118,303 3,118,303
Net Income (Loss) $ (170,432) $ (130,124)
Net Income (Loss) Per Partnership
Unit $ (0.05) $ (0.04)
See notes to financial statements.
Page 11
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 12
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: May 27, 1998
