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, 1999 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, 1999
Limited Partnership Units 3,118,303 Units
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
* * * * * * * * * * * * * *
FINANCIAL STATEMENTS AND SCHEDULES
THREE MONTHS ENDED SEPTEMBER 30, 1999
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, 1999 and June 30, 1999 2
Condensed Statements of Operations -
Three Months ended September 30, 1999
and 1998 3
Condensed Statements of Cash Flows -
Three Months ended September 30, 1999
and 1998 4
Financial Data Schedule 5
Notes to Condensed Financial Statements -
September 30, 1999 and 1998 6
Management's Discussion and Analysis of
the Financial Condition and Results of
Operations - September 30, 1999 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,
1999, 1998 and June 30, 1999 9-10
Exhibit - Computation of Loss per Partner-
ship Unit - three months ended September 30,
1999 and 1998 11
PART II Other Information 12
Signatures 13
Page 2
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
CONDENSED BALANCE SHEETS
SEPTEMBER 30, 1999 AND JUNE 30, 1999
(UNAUDITED)
SEPTEMBER JUNE
30TH 30TH
Assets 1 9 9 9 1 9 9 9
Cash $ 20,379 $ 20,425
Other assets 1,210 1,210
Total Assets $ 21,589 $ 21,635
Liabilities and Partners' Capital
(Deficit)
Liabilities:
Notes payable - related party $ 207,630 $ 194,805
Notes payable 586,630 573,225
Accounts payable and other
liabilities 31,184 30,474
4% convertible subordinated
debentures due 1989 2,579,705 2,563,433
Partnership distributions payable 252,496 252,496
$ 3,657,645 $ 3,614,433
Deficiency in real estate joint
venture $ 1,015,561 $ 1,015,561
Partners' Deficit $ (4,425,768) $ (4,383,983)
Notes receivable - officers/partners (225,849) (224,376)
$ (4,651,617) $ (4,608,359)
Total Liabilities and Partners'
Capital (Deficit) $ 21,589 $ 21,635
See notes to financial statements.
Page 3
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
CONDENSED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
UNAUDITED
1 9 9 9 1 9 9 8
REVENUES:
Loss from real estate partner-
ship $ - $ (5,900)
Other 1,687 1,934
$ 1,687 $ (3,966)
COST AND EXPENSES:
Selling, general and
administrative $ 10,678 $ 6,058
Interest 32,794 28,857
$ 43,472 $ 34,915
Net Income (Loss) $ (41,785) $ (38,881)
INCOME (LOSS) PER PARTNERSHIP UNIT
OUTSTANDING (0.015) (0.01)
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, 1999 AND 1998
(UNAUDITED)
1 9 9 9 1 9 9 8
CASH FLOW FROM OPERATING ACTIVITIES:
Interest income - collected $ 214 $ 1,370
Cash from sale of real estate - -
Cash received principally from
rental activities - -
Cash paid for selling, general and
administrative expenses (9,967) (7,325)
Interest paid - -
Net Cash Provided (Consumed) by
Operating Activities $ (9,753) $ (5,955)
CASH FLOW FROM FINANCING ACTIVITIES:
Cash from borrowing $ 9,707 $ 7,974
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS $ (46) $ 2,019
CASH AND CASH EQUIVALENTS AT
BEGINNING OF YEAR 20,425 4,037
CASH AND CASH EQUIVALENTS AT END
OF PERIOD $ 20,379 $ 6,056
RECONCILIATION OF NET INCOME(LOSS)
TO NET CASH PROVIDED(CONSUMED)BY
OPERATING ACTIVITIES:
Net Income (Loss) $ (41,785) $ (38,881)
ADJUSTMENTS TO RECONCILE NET INCOME
(LOSS)TO NET CASH PROVIDED(CONSUMED)
BY OPERATING ACTIVITIES:
Loss of real estate partnerships $ - $ 5,900
Changes in Assets and Liabilities:
Increase in accrued interest
payable 32,795 29,703
(Increase) in accrued interest
receivable (1,473) (1,410)
(Decrease) increase in accounts
payable 710 (2,699)
Decrease (increase) in other assets - 1,432
Total adjustments $ 32,032 $ 32,926
NET CASH PROVIDED (CONSUMED) BY
OPERATING ACTIVITIES $ (9,753) $ (5,955)
See notes to financial statements.
Page 5
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
FINANCIAL DATA SCHEDULE
THREE MONTHS ENDED SEPTEMBER 30, 1999
(UNAUDITED)
EXHIBIT 27
Cash $ 20,379
Receivables 1,210
Total Assets 21,589
Notes Payable 794,260
Convertible Subordinated Debentures 2,579,705
Partners' Deficit (4,425,768)
Total Liabilities and Partners' Deficit 21,589
Total Revenues 1,687
Total Cost and Expenses 43,472
Net Income(loss) (41,785)
Income Per Partnership Unit (0.015)
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, 1999 AND 1998
(UNAUDITED)
1. The financial statement information for the three months
ended September 30, 1999 and 1998 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 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 7
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
SEPTEMBER 30, 1999
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, 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
abd 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 3.6% 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, 1999
FINANCIAL CONDITION (Continued)
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 three months ended September 30, 1999, was
virtually the same per share as the net loss for the three months
ended September 30, 1998.
Page 9
CONDENSED FINANCIAL INFORMATION FOR REAL ESTATE PARTNERSHIPS
CITY PLANNED COMMUNITIES & UNICOM PARTNERSHIP, LTD.
CONDENSED COMBINED BALANCE SHEETS
SEPTEMBER 30, 1999 AND JUNE 30, 1999
<TABLE>
<CAPTION>
SEPTEMBER JUNE
30, 1999 30, 1999
<S> <C> <C>
ASSETS:
Property and equipment - net of
depreciation $ 26,103,797 $26,296,778
Cash 1,015,723 1,526,882
Cash-restricted 766,858 734,986
Real estate held for sale (cost) 9,666 9,666
Deferred and prepaid expenses 1,477,590 1,457,164
Other assets 508,613 571,678
Notes receivable - related party 320,417 -
Total $ 30,202,664 $ 30,597,154
LIABILITIES AND PARTNERS' CAPITAL:
Mortgage payable, including
accrued interest $ 27,107,412 $ 26,985,002
Accounts payable and other
liabilities 1,631,132 2,031,219
Notes payable - related parties 256,531 380,627
Unamortized interest mortgage
modification 2,257,052 2,276,756
Other deposits 4,500,000 4,500,000
Note payable 58,051 27,413
Partners' capital (deficit) (5,607,514) (5,603,863)
Total $ 30,202,664 $ 30,597,154
</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, 1999 AND 1998
(UNAUDITED)
<TABLE>
<CAPTION>
1 9 9 9 1 9 9 8
<S> <C> <C>
REVENUES:
Lease income $ 1,834,928 $ 1,140,809
Interest and other 5,923 4,837
Total income $ 1,840,851 $ 1,145,646
EXPENSES:
General and administrative $ 332,901 $ 173,063
Interest 581,348 590,238
Depreciation and amortization 261,723 253,723
Taxes and insurance 300,922 119,041
Total expenses $ 1,476,894 $ 1,136,065
NET INCOME $ 363,957 $ 9,581
</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, 1999 AND 1998
(UNAUDITED)
1 9 9 9 1 9 9 8
Partnership units outstanding 3,118,303 3,118,303
Net Income (Loss) $ (41,785) $ (38,881)
Net Income (Loss) Per Partnership
Unit $ (0.015) $ (0.01)
See notes to financial statements.
Page 12
ALL-STATE PROPERTIES L.P.
PART II - OTHER INFORMATION
ITEM 1 - Legal Proceedings
A limited partnership in which the Company is the
limited partner has been named as a defendant in a
lawsuit seeking all damages allowable under the Florida
Wrongful Death Act. On or about April 17, 1998, one of
the decedents was operating a motor vehicle in the
parking lot of a condominium developed by the defendant
limited partnership when she drove said vehicle into a
canal abutting but not part of the condominium
property. The other decedent was a passenger in said
vehicle.
The company does not believe it has any liability, and
counsel selected by its insurance carrier is
representing the limited partnership.
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 October 8, 1999,
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 15, 1999
