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, 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 September 30, 1998
Limited Partnership Units 3,118,303 Units
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
* * * * * * * * * * * * * *
FINANCIAL STATEMENTS AND SCHEDULES
THREE MONTHS ENDED SEPTEMBER 30,1998
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 -
September 30, 1998 and June 30, 1998 2
Condensed Statements of Operations -
Three Months ended September 30, 1998
and 1997 3
Condensed Statements of Cash Flows -
Three Months ended September 30, 1998
and 1997 4
Financial Data Schedule 5
Notes to Condensed Financial Statements -
September 30, 1998 and 1997 6
Management's Discussion and Analysis of
the Financial Condition and Results of
Operations - September 30, 1998 7-8
Condensed Financial Information for City
Planned Communities and Unicom Partnership,
Ltd., 50% and 49-1/2% owned Real Estate
Partnerships, respectively - September 30,
1998, 1997 and June 30, 1998 9-10
Exhibit - Computation of Income (Loss) per
partnership Unit - three months ended
September 30, 1998 and 1997 11
PART II Other Information 12
Signatures 13
Page 2
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
CONDENSED BALANCE SHEETS
SEPTEMBER 30, 1998 AND JUNE 30, 1998
(UNAUDITED)
SEPTEMBER JUNE
30TH 30TH
1998 1998
Assets
Cash $ 6,056 $ 4,037
Other assets 1,524 2,956
Total Assets $ 7,580 $ 6,993
Liabilities and Partners' Capital
(Deficit)
Liabilities:
Notes payable - related party $ 178,687 $ 166,749
Notes payable 440,068 430,600
Accounts payable and other
liabilities 30,714 33,413
4% convertible subordinated
debentures due 1989 2,514,620 2,498,349
Partnership distributions payable 252,496 252,496
$ 3,416,585 $ 3,381,607
Deficiency in real estate joint
venture $ 998,166 $ 992,266
Partners' Deficit $ (4,186,916) $ (4,148,035)
Notes receivable - officers/partners $ (220,255) $ (218,845)
$ (4,407,171) $ (4,366,880)
Total Liabilities and Partners'
Capital (Deficit) $ 7,580 $ 6,993
See notes to financial statements.
Page 3
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
CONDENSED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
(UNAUDITED)
1 9 9 8 1 9 9 7
REVENUES:
Loss from real estate partner-
ship $ (5,900) $ (23,600)
Other 1,934 2,967
$ (3,966) $ (20,633)
COST AND EXPENSES:
Selling, general and
administrative $ 6,058 $ 14,359
Interest 28,857 24,371
$ 34,915 $ 38,730
Net Income (Loss) $ (38,881) $ (59,363)
INCOME (LOSS) PER PARTNERSHIP UNIT
OUTSTANDING (0.01) (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, 1998 AND 1997
(UNAUDITED)
1 9 9 8 1 9 9 7
CASH FLOW FROM OPERATING ACTIVITIES:
Interest income - collected $ 1,370 $ 47,777
Cash from sale of real estate - -
Cash received principally from
rental activities - -
Cash paid for selling, general and
administrative expenses (7,325) (1,662)
Interest paid - (664)
Net Cash Provided (Consumed) by
Operating Activities $ (5,955) $ 45,451
CASH FLOW FROM FINANCING ACTIVITIES:
Cash from borrowing $ 7,974 $ 33,256
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS $ 2,019 $ 78,707
CASH AND CASH EQUIVALENTS AT
BEGINNING OF YEAR 4,037 13,432
CASH AND CASH EQUIVALENTS AT END
OF PERIOD $ 6,056 $ 92,139
RECONCILIATION OF NET INCOME (LOSS)
TO NET CASH PROVIDED (CONSUMED) BY
OPERATING ACTIVITIES:
Net Income (loss) $ (38,881) $ (59,363)
ADJUSTMENTS TO RECONCILE NET INCOME
(LOSS) TO NET CASH PROVIDED (CON-
SUMED) BY OPERATING ACTIVITIES:
Loss of real estate partnerships $ 5,900 $ 23,600
Changes in Assets and Liabilities:
Increase in accrued interest
payable 29,703 20,636
(Increase) decrease in accrued
interest receivable (1,410) 47,881
(Decrease) increase in accounts
payable (2,699) 11,800
Decrease in other assets 1,432 897
Total Adjustments $ 32,926 $ 104,814
NET CASH PROVIDED (CONSUMED) BY
OPERATING ACTIVITIES $ (5,955) $ 45,451
See notes to financial statements.
Page 5
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
FINANCIAL DATA SCHEDULE
THREE MONTHS ENDED SEPTEMBER 30, 1998
(UNAUDITED)
EXHIBIT 27
Cash $ 6,056
Receivables 1,524
Total Assets 7,580
Notes Payable 618,755
Convertible Subordinated Debentures 2,514,620
Partners' Deficit (4,186,916)
Total Liabilities and Partners' Deficit 7,580
Net Sales of Real Estate -
Total Revenues (3,966)
Total Cost and Expenses 34,915
Net Income (Loss) (38,881)
Income Per Partnership Unit (0.01)
See notes to financial statements.
Page 6
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
NOTES TO CONDENSED FINANCIAL STATEMENTS
THREE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
(UNAUDITED)
1. The financial statement information for the three months
ended September 30, 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
SEPTEMBER 30, 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 three months ended September 30, 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 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
3.60% to certain individuals who made cash advances to Unicom
on behalf of the Company
45.73% 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 3.60% 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
SEPTEMBER 30, 1998
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
Net loss for the three months ended September 30, 1998,
decreased $.01 per share over the net loss for the three months
ended September 30, 1997.
Page 9
CONDENSED FINANCIAL INFORMATION FOR REAL ESTATE PARTNERSHIPS
CITY PLANNED COMMUNITIES & UNICOM PARTNERSHIP, LTD.
CONDENSED COMBINED BALANCE SHEETS
SEPTEMBER 30, 1998 AND JUNE 30, 1998
(UNAUDITED)
<TABLE>
<CAPTION>
SEPTEMBER JUNE
30, 1998 30, 1998
<S> <C> <C>
ASSETS:
Property and equipment - net of
depreciation $ 26,757,876 $ 26,936,190
Cash 975,805 1,128,620
Cash-restricted 700,730 686,127
Real estate held for sale (cost) 9,666 9,666
Deferred and prepaid expenses 1,647,164 1,588,229
Other assets 481,696 599,750
Notes receivable - related party 307,746 -
Total $ 30,880,683 $ 30,948,582
LIABILITIES AND PARTNERS' CAPITAL
(DEFICIT):
Mortgage payable, including
accrued interest $27,242,799 $27,097,304
Accounts payable and other
liabilities 1,684,818 1,788,170
Notes payable - related parties 775,636 849,987
Unamortized interest mortgage
modification 2,340,784 2,355,572
Option deposits 4,500,000 4,500,000
Note payable 95,920 40,812
Partners' capital (deficit) (5,759,274) (5,683,263)
Total $ 30,880,683 $ 30,948,582
</TABLE>
See notes to financial statements.
Page 10
CONDENSED FINANCIAL INFORMATION FOR REAL ESTATE PARTNERSHIPS
CITY PLANNED COMMUNITIES & UNICOM PARTNERSHIP, LTD.
CONDENSED COMBINED PROFIT AND LOSS INFORMATION
THREE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
(UNAUDITED)
<TABLE>
<CAPTION>
1 9 9 8 1 9 9 7
<C> <C>
<S>
REVENUES:
Lease income $ 1,140,809 $ 1,201,867
Interest and other 4,837 3,947
Total Income $ 1,145,646 $ 1,205,814
EXPENSES:
General and administrative $ 173,063 $ 380,344
Interest 590,238 625,122
Depreciation and amortization 253,723 236,365
Taxes and insurance 119,041 99,202
Total Expenses $ 1,136,065 $ 1,341,033
NET INCOME (LOSS) $ 9,581 $ (135,219)
</TABLE>
See notes to financial statements.
Page 11
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
EXHIBIT - COMPUTATION OF INCOME (LOSS) PER PARTNERSHIP UNIT
THREE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
(UNAUDITED)
1 9 9 8 1 9 9 7
Partnership units outstanding 3,118,303 3,118,303
Net Income (Loss) $ (38,881) $ (59,363)
Net Income (Loss) Per Partnership
Unit $ (0.01) $ (0.02)
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: November 21, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1999
<PERIOD-END> SEP-30-1998
<CASH> 6,056
<SECURITIES> 0
<RECEIVABLES> 1,524
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 7,580
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 7,580
<CURRENT-LIABILITIES> 0
<BONDS> 2,514,620
0
0
<COMMON> 0
<OTHER-SE> (4,186,916)
<TOTAL-LIABILITY-AND-EQUITY> 7,580
<SALES> 1,934
<TOTAL-REVENUES> (3,966)
<CGS> 0
<TOTAL-COSTS> 6,058
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 28,857
<INCOME-PRETAX> (38,881)
<INCOME-TAX> 0
<INCOME-CONTINUING> (38,881)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (38,881)
<EPS-PRIMARY> (.01)
<EPS-DILUTED> 0
</TABLE>
