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, 2000 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, 2000
Limited Partnership Units 3,118,303 Units
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
* * * * * * * * * * * * * *
FINANCIAL STATEMENTS AND SCHEDULES
THREE MONTHS ENDED SEPTEMBER 30, 2000
Page 1
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
I N D E X
ITEM DESCRIPTION NUMBER
PART I Index 1
Accountant's Review Report 2
Financial Information:
Condensed Balance Sheets -
September 30, 2000 and June 30, 2000 3
Condensed Statements of Operations -
Three Months ended September 30, 2000
and 1999 4
Condensed Statements of Cash Flows -
Three Months ended September 30, 2000
and 1999 5-6
Financial Data Schedule 7
Notes to Condensed Financial Statements -
September 30, 2000 and 1999 8-9
Management's Discussion and Analysis of
the Financial Condition and Results of
Operations - September 30, 2000 10-11
Condensed Financial Information for City
Planned Communities and Unicom Partnership,
Ltd., 50% and 49-1/2% owned Real Estate
Partnerships, respectively - September 30,
2000, 1999 and June 30, 2000 12-13
Exhibit - Computation of Loss per Partner-
ship Unit - three months ended September 30,
2000 and 1999 14
PART II Other Information 15-16
Signatures 17
Page 2
FREEMAN BUCZYNER & GERO
1 SE THIRD AVENUE
SUITE 2120
MIAMI, FLORIDA 33131
305-375-0766
ACCOUNTANT'S REVIEW REPORT
To the Partners
All-State Properties, L.P.
Lauderhill, Florida
We have reviewed the accompanying balance sheet of All-State
Properties L.P. as of September 30, 2000 and the related
statements of operations and cash flows for the quarter then
ended, in accordance with Statements on Standards for Accounting
and Review Services issued by the American Institute of Certified
Public Accountants. All information included in these financial
statements is the representation of the management of All-State
Properties L.P.
A review consists principally of inquiries of company personnel
and analytical procedures applied to financial data. It is
substantially less in scope than an audit in accordance with
generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements
taken as a whole. Accordingly, we do not express such an
opinion.
Based on our review, we are not aware of any material
modifications that should be made to the accompanying financial
statements in order for them to be in conformity with generally
accepted accounting principles.
The financial statements for the year ended June 30, 2000, were
audited by us and we expressed an unqualified opinion on them in
our report dated October 9, 2000, but we have not performed any
auditing procedures since that date.
December 15, 2000
Page 3
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
CONDENSED BALANCE SHEETS
SEPTEMBER 30, 2000 AND JUNE 30, 2000
SEPTEMBER JUNE
30TH 30TH
Assets 2 0 0 0 2 0 0 0
Cash $ 1,302,009 $ 5,316
Other assets 1,210 1,210
Total Assets $ 1,303,219 $ 6,526
Liabilities and Partners' Capital
(Deficit)
Liabilities:
Notes payable - related party $ - $ 225,116
Notes payable - 612,077
Accounts payable and other
liabilities 12,335 43,319
4% convertible subordinated
debentures due 1989 16,087 2,628,518
Partnership distributions payable 252,496 252,496
$ 280,918 $ 3,761,526
Deficiency in real estate joint
venture $ 4,253,362 $ 1,033,229
Partners' Deficit $ (2,999,615) $ (4,558,180)
Notes receivable - officers/partners (231,446) (230,049)
$ 1,022,301 $ (3,755,000)
Total Liabilities and Partners'
Capital (Deficit) $ 1,303,219 $ 6,526
See accompanying notes and accountant's report.
Page 4
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
CONDENSED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
2 0 0 0 1 9 9 9
REVENUES:
Profit (Loss) from real estate
partnership $ 2,100,407 $ -
Other 9,008 1,687
$ 2,109,415 $ 1,687
COST AND EXPENSES:
Selling, general and
administrative $ 21,145 $ 10,678
Interest 35,053 32,794
$ 56,198 $ 43,472
Net Income (Loss) $ 2,053,217 $ (41,785)
INCOME (LOSS) PER PARTNERSHIP UNIT
OUTSTANDING 0.658 (0.015)
CASH DISTRIBUTIONS PER UNIT NONE NONE
See accompanying notes and accountant's report.
Page 5
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
CONDENSED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
2 0 0 0 1 9 9 9
CASH FLOW FROM OPERATING ACTIVITIES:
Interest income - collected $ 7,611 $ 214
Cash from sale of real estate - -
Cash received principally from
rental activities - -
Cash paid for selling, general and
administrative expenses (52,129) (9,967)
Interest paid (1,203,568) -
Net Cash Provided (Consumed) by
Operating Activities $ (1,248,086) $ (9,753)
CASH FLOW FROM FINANCING ACTIVITIES:
Cash from borrowing (Repayment) $ (2,281,109) $ 9,707
CASH FLOW FROM INVESTING ACTIVITIES
PARTNERSHIP AND PARTNERS - NET $ 4,825,888 -
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS $ 1,296,693 $ (46)
CASH AND CASH EQUIVALENTS AT
BEGINNING OF YEAR 5,316 20,425
CASH AND CASH EQUIVALENTS AT END
OF PERIOD $ 1,302,009 $ 20,379
RECONCILIATION OF NET INCOME(LOSS)
TO NET CASH PROVIDED(CONSUMED)BY
OPERATING ACTIVITIES:
Net Income (Loss) $ 2,053,217 $ (41,785)
See accompanying notes to accountant's report.
Page 6
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
CONDENSED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
2 0 0 0 1 9 9 9
ADJUSTMENTS TO RECONCILE NET INCOME
(LOSS)TO NET CASH PROVIDED(CONSUMED)
BY OPERATING ACTIVITIES:
(Income) Loss of real estate part-
nerships $ (2,100,407) $ -
Changes in Assets and Liabilities:
Increase in accrued interest
payable (1,168,515) 32,795
Increase in accrued interest
receivable (1,397) (1,473)
(Decrease) increase in accounts
payable (30,984) 710
Decrease (increase) in other assets - -
Total adjustments $ (3,301,303) $ 32,032
NET CASH PROVIDED (CONSUMED) BY
OPERATING ACTIVITIES $ (1,248,086) $ (9,753)
See accompanying notes to accountant's report.
Page 7
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
FINANCIAL DATA SCHEDULE
THREE MONTHS ENDED SEPTEMBER 30, 2000
EXHIBIT 27
Cash $ 1,302,009
Receivables 1,210
Total Assets 1,303,219
Notes Payable -
Accounts payable 12,335
Convertible Subordinated Debentures 16,087
Partnership distribution payable 252,496
Deficiency in real estate joint venture 4,253,362
Partners' Deficit (2,999,615)
Notes receivable - officers/partners (231,446)
Total Liabilities and Partners' Deficit 1,303,219
Total Revenues 2,109,415
Total Cost and Expenses 56,198
Net Income (loss) 2,053,217
Income Per Partnership Unit 0.658
See accompanying notes to accountant's report.
Page 8
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
NOTES TO CONDENSED FINANCIAL STATEMENTS
THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
1. 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.
In June 1999, control of the condominium association was
turned over to the unit owners by Wimbledon Development Ltd.,
the developer. All required funds for reserves and deferred
maintenance were delivered to the new condominium board.
Wimbledon Development Ltd., its general partner and the
Registrant, its limited partner, were issued releases with
respect to all matters pertaining to the condominium. (See
Item 1, Legal Proceedings)
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.
Page 9
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
NOTES TO CONDENSED FINANCIAL STATEMENTS
THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
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.
4. On August 16, 2000, Unicom sold the adult rental retirement
facility, including the real property and certain tangible
and intangible assets, for a purchase price of $47,159,295.
After giving effect to the deposit of $4,500,000 previously
accounted for, the existing mortgage in the amount of
$26,720,254 and various adjustments, Unicom Partnership Ltd.
received net proceeds of $16,379,732. Unicom distributed
$15,500,000 to its partners and All-State Properties, L.P.'s
share was approximately $4,700,000, which was used to pay the
Company's outstanding debentures and accrued interest in the
amount of $2,638,324 and liabilities in the amount of
$769,038.
Page 10
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
SEPTEMBER 30, 2000
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, 2000.
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
3.58% to certain individuals who made cash advances to Unicom
on behalf of the Company
45.75% 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 2.62% given to certain indivi-
duals 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 11
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
SEPTEMBER 30, 2000
FINANCIAL CONDITION (Continued)
In addition, CPC assigned 9.00% of any of its cash that
becomes available for distribution to certain individual 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 for the three months ended September
30, 2000 include the Company's share of the profit from the sale
by Unicom of its assets as described in Form 8-K dated August 16,
2000 and Form 10-K filed December 12, 2000 incorporated by
reference.
Page 12
CONDENSED FINANCIAL INFORMATION FOR REAL ESTATE PARTNERSHIPS
CITY PLANNED COMMUNITIES & TUNICOM LLC
F/K/A UNICOM PARTNERSHIP, LTD.
CONDENSED COMBINED BALANCE SHEETS
SEPTEMBER 30, 2000 AND JUNE 30, 2000
<TABLE>
<CAPTION>
SEPTEMBER JUNE
30, 2000 30, 2000
<S> <C> <C>
ASSETS:
Property and equipment - net of
depreciation $ 413,984 $25,487,405
Cash 1,807,541 1,665,025
Cash-restricted - 781,050
Real estate held for sale (cost) 9,666 9,666
Deferred and prepaid expenses 34,103 1,368,536
Other assets - 497,968
Notes receivable - related party 168,823 310,190
Total $ 2,434,117 $ 30,119,840
LIABILITIES AND PARTNERS' CAPITAL:
Mortgage payable, including
accrued interest $ - $ 26,844,048
Accounts payable and other
liabilities 794,111 1,902,569
Notes payable - related parties - 35,944
Unamortized interest mortgage
modification - 2,212,612
Other deposits - 4,500,000
Note payable 85,638 85,637
Partners' capital (deficit) 1,554,368 (5,460,970)
Total $ 2,434,117 $ 30,119,840
</TABLE>
See notes to financial statements.
Page 13
CONDENSED FINANCIAL INFORMATION FOR REAL ESTATE PARTNERSHIPS
CITY PLANNED COMMUNITIES & TUNICOM LLC
F/K/A UNICOM PARTNERSHIP, LTD.
CONDENSED COMBINED PROFIT AND LOSS INFORMATION
THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
<TABLE>
<CAPTION>
2 0 0 0 1 9 9 9
<S> <C> <C>
REVENUES:
Net Sale of Assets $ 20,663,902 $ -
Lease income - 1,834,928
Interest and other 27,827 5,923
Forgiveness of interest 2,226,737
Total income $ 22,918,466 $ 1,840,851
EXPENSES:
General and administrative $ 1,073,736 $ 332,901
Interest 272,309 581,348
Depreciation and amortization - 261,723
Taxes and insurance 62,169 300,922
Total expenses $ 1,408,214
NET INCOME $ 21,510,252 $ 363,957
</TABLE>
See notes to financial statements.
Page 14
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
EXHIBIT - COMPUTATION OF INCOME (LOSS) PER PARTNERSHIP UNIT
THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
2 0 0 0 1 9 9 9
Partnership units outstanding 3,118,303 3,118,303
Net Income (Loss) $ 2,053,217 $ (41,785)
Net Income (Loss) Per Partnership
Unit $ 0.6584 $ (0.015)
See notes to financial statements.
Page 15
ALL-STATE PROPERTIES L.P.
PART II - OTHER INFORMATION
ITEM 1 - Legal Proceedings
The 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 in 1988 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. Counsel selected by the
insurance company representing the limited partnership
filed a motion to dismiss the limited partnership.
Plaintiffs have appealed the order dismissing the
limited partnership in this litigation, and the
insurance carrier has retained counsel to handle the
appeal.
Although the insurance company continues to provide a
legal defense to the action on appeal, it has reserved
its rights to contest coverage under the policy issued
to the limited partnership, and has filed a petition
for declaratory relief. The limited partnership has
retained counsel to represent it in connection with the
declaratory action, and all parties to such action have
agreed to stay the declaratory action pending outcome
of the appeal.
The Company does not believe the limited partnership or
it has any liability in connection with the above.
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.
Page 16
ALL-STATE PROPERTIES L.P.
PART II - OTHER INFORMATION (CONTINUED)
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.
(c) Exhibit - Form 8-K filed August 16, 2000.
Page 17
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: December 7, 2000
