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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, 2002 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, 2002
Limited Partnership Units 3,118,303 Units
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
* * * * * * * * * * * * * *
FINANCIAL STATEMENTS AND SCHEDULES
THREE MONTHS ENDED SEPTEMBER 30, 2002
Page 1
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
I N D E X
ITEM DESCRIPTION NUMBER
PART I Index 1
Independent Accountant?s Report 2
Financial Information:
Condensed Balance Sheets -
September 30, 2002 and June 30, 2002 3
Condensed Statements of Operations -
Three Months ended September 30, 2002
and 2001 4
Condensed Statements of Cash Flows -
Three Months ended September 30, 2002
and 2001 5
Financial Data Schedule 6
Notes to Condensed Financial Statements -
September 30, 2002 and 2001 7-8
Management's Discussion and Analysis of
the Financial Condition and Results of
Operations - September 30, 2002 9
Condensed Financial Information for
Tunicom LLC - September 30, 2002 and
June 30, 2002 10-11
Exhibit - Computation of Loss per Partner-
ship Unit - Three months ended September 30,
2002 and 2001 12
PART II Other Information 13
Signatures 14
Page 2 (1 of 2)
FREEMAN BUCZYNER & GERO
1 SE THIRD AVENUE
SUITE 2120
MIAMI, FLORIDA 33131
305-375-0766
INDEPENDENT ACCOUNTANT?S REPORT
To the Partners
All-State Properties, L.P.
Lauderhill, Florida
We have reviewed the condensed balance sheet of All-State Properties L.P. as
of September 30, 2002 and the related condensed statements of income and cash
flows for the three-month periods ended September 30, 2002 and 2001. These
financial statements are the responsibility of the partnership?s management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures
to financial data and making inquiries of persons responsible for financial
and accounting matters. 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 condensed financial statements referred to above for
them to be in conformity with generally accepted accounting principles.
We have previously audited, in accordance with auditing standards generally
accepted in the United States of America, the balance sheet as of June 30,
2002, and the related statements of income, partners? capital and cash flows
for the year then ended (not presented herein); and in our report September
12, 2002, we expressed an unqualified opinion on those financial statements.
In our opinion, the information set forth in the accompanying condensed
balance sheet as of June 30, 2002, is fairly stated, in all material respects,
in relation to the balance sheet from which it has been derived.
Our review was made for the purpose of expressing limited assurance that there
are no material modifications that should be made to the financial statements
in order for them to be in
Page 2 (2 of 2)
FREEMAN BUCZYNER & GERO
1 SE THIRD AVENUE
SUITE 2120
MIAMI, FLORIDA 33131
305-375-0766
INDEPENDENT ACCOUNTANT?S REPORT
(CONTINUED)
conformity with generally accepted accounting principles. The information
included in the accompanying financial data schedule, appearing on page 6,
condensed financial information for Tunicom LLC, appearing on pages 10 and 11,
and the exhibit indicating the computation of earnings per unit, appearing on
page 12, is presented only for supplementary analysis purposes. Such
information has been subjected to the inquiry and analytical procedures
applied in the review of the basic financial statements, and we are not aware
of any material modifications that should be made thereto.
Freeman, Buczyner & Gero
December 4, 2002
Page 3
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
CONDENSED BALANCE SHEETS
SEPTEMBER 30, 2002 AND JUNE 30, 2002
(UNAUDITED)
SEPTEMBER JUNE
30TH 30TH
Assets 2 0 0 2 2 0 0 2
Cash $ 17,253 $ 34,348
Other assets 1,210 1,210
Undistributed earnings in partner-
ships 306,648 309,664
Total Assets $ 325,111 $ 345,222
Liabilities and Partners' Capital
Liabilities:
Accounts payable and other
liabilities $ 10,706 $ 24,173
Partnership distributions payable 11,934 11,934
Deferred revenue ? related party 68,207 68,207
$ 90,847 $ 104,314
Partners' Capital $ 424,900 $ 430,145
Notes receivable - officers/partners (190,636) (189,237)
$ 234,264 $ 240,908
Total Liabilities and Partners'
Capital $ 325,111 $ 345,222
See accompanying notes and accountant?s review report.
Page 4
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
CONDENSED STATEMENTS OF INCOME
THREE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
(UNAUDITED)
2 0 0 2 2 0 0 1
REVENUES:
Profit (loss) from real estate
partnerships $ (3,016) $ -
Other 1,431 2,830
$ (1,585) $ 2,830
COST AND EXPENSES:
Selling, general and
administrative $ 3,661 $ 24,971
Net Income (Loss) $ (5,246) $ (22,141)
INCOME (LOSS) PER PARTNERSHIP UNIT
OUTSTANDING 0.00 0.00
CASH DISTRIBUTIONS PER UNIT NONE NONE
See accompanying notes and accountant?s review report.
Page 5
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
CONDENSED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
(UNAUDITED)
2 0 0 2 2 0 0 1
CASH FLOW FROM OPERATING ACTIVITIES:
Interest income - collected $ 34 $ 1,432
Cash paid for selling, general and
administrative expenses (17,129) (15,926)
Net Cash Consumed by
Operating Activities $ (17,095) $ (14,494)
CASH FLOW FROM FINANCING ACTIVITIES:
Distributions paid $ - $ (301,891)
NET (DECREASE) INCREASE IN CASH AND
CASH EQUIVALENTS $ (17,095) $ (316,385)
CASH AND CASH EQUIVALENTS AT
BEGINNING OF YEAR 34,348 402,042
CASH AND CASH EQUIVALENTS AT END
END OF PERIOD $ 17,253 $ 85,657
RECONCILIATION OF NET (LOSS) INCOME
TO NET CASH CONSUMEDBY
OPERATING ACTIVITIES:
Net (Loss) Income $ (5,246) $ (22,141)
ADJUSTMENTS TO RECONCILE NET (LOSS)
INCOME TO NET CASH CONSUMED
BY OPERATING ACTIVITIES:
(Income) Loss of real estate part-
nerships $ 3,016 $ -
Changes in Assets and Liabilities:
(Increase) in accrued interest
receivable (1,398) (1,398)
Increase (decrease) in accounts
payable (13,467) 9,045
Total adjustments $ (11,849) $ 7,647
NET CASH CONSUMED BY
OPERATING ACTIVITIES $ (17,095) $ (14,494)
See accompanying notes and accountant?s review report.
Page 6
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
FINANCIAL DATA SCHEDULE
THREE MONTHS ENDED SEPTEMBER 30, 2002
(UNAUDITED)
EXHIBIT 27
Cash $ 17,253
Receivables 1,210
Investment in real estate joint venture 306,648
Total Assets $ 325,111
Accounts payable $ 10,706
Partnership distribution payable 11,934
Deferred Revenue 68,207
Partners' Capital 424,900
Notes receivable- officers/partners (190,636)
Total Liabilities and Partners' Capital $ 325,111
Total Revenues $ (1,585)
Total Cost and Expenses 3,661
Net Loss $ (5,246)
Income Per Partnership Unit 0.00
See accompanying notes and accountant?s review report.
Page 7
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
NOTES TO CONDENSED FINANCIAL STATEMENTS
THREE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
1. ORGANIZATION AND OPERATIONS
All-State Properties L.P. (a limited partnership) (the Company) was
organized under the Revised Uniform Limited Partnership Act of Delaware
on April 27, 1984 to conduct the business formerly carried on by a
predecessor corporation, All-State Properties, Inc. (the Corporation).
Pursuant to a Plan of Liquidation adopted by shareholders of the
Corporation on September 30, 1984, the Corporation transferred
substantially all of its assets to All-State Properties L.P., and the
Corporation distributed such limited partnership interests to its
shareholders.
The Company?s principal business has been land development and the
construction and sale of residential housing in Broward County, Florida.
However, it has substantially completed its land development activities
and the sale of residential housing. Its present activities are:
Through a 36.12% owned Florida limited liability corporation,
Tunicom LLC (Tunicom) (formerly known as Unicom Partnership Ltd.)
the Company was engaged in the operation of a 324-unit adult rental
apartment project that was sold during the year ended June 30,
2001.
Through a 50% owned real estate joint venture, City Planned
Communities (CPC), The Company was engaged in the development and
sale of commercial and residential land. City Planned Community was
liquidated on July 1, 2001.
It also was involved in the construction and sale of residential
condominiums through a 99% owned limited partnership interest in
Wimbledon Development Ltd. As of June 30, 2000, all the land and
condominiums owned by Wimbledon have been sold.
2. TUNICOM LLC ? OPERATIONS
On August 16, 2000, Tunicom 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 a deposit of
$4,500,000 previously accounted for, the existing mortgage in the amount
of $26,720,254 and various adjustments, Tunicom received net proceeds of
$16,379,732.
Page 8
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
NOTES TO CONDENSED FINANCIAL STATEMENTS
THREE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
2. TUNICOM LLC ? OPERATIONS (Continued)
Tunicom distributed $16,200,000 to its partners and All-State Properties,
L.P.?s share was approximately $5,800,000, 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.
Tunicom retained approximately five acres of the adult retirement
facility and is currently developing the property for future sale of the
site as an assisted living facility.
Page 9
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
SEPTEMBER 30, 2002
FINANCIAL CONDITION
Registrant?s source of working capital consists of cash received from
Tunicom. No cash was available for distribution during the three months ended
September 30, 2002.
Presently, the cash flow that becomes available for distribution 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 Tunicom
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 Tunicom on behalf of the
Company)
100.00%
As previously reported, Tunicom L.L.C. (?Tunicom?) sold the adult
retirement community known as Forest Trace and retained approximately five
acres for sale as a site for an assisted living facility. This represents
Tunicom?s sole remaining asset. After the sale of Forest Trace, Tunicom
negotiated with the buyer of Forest Trace for the sale of the five-acre parcel
at a purchase price of $1,000,000. When the buyer of Forest Trace advised
Tunicom that it had no interest in acquiring the five-acre parcel, Tunicom
sought an alternate purchaser.
Tunicom has now entered into an agreement of purchase and sale to sell
the property for a price between $1,700,000 and $2,000,000, depending upon an
appraisal. Closing the transaction at that price, however, is contingent upon
seller obtaining at its cost all governmental approvals required before a
building permit can be issued and the availability of financing acceptable to
buyer. Partners of Tunicom (with All-State Properties L.P. and its general
partner abstaining) representing a majority interest in Tunicom voted to
approve the transaction and the payment at closing of a fee in the amount of
$250,000, to All-State Properties L.P.?s general partner for accomplishing the
obtaining of all of the necessary approvals, governmental and otherwise,
required under the agreement of purchase and sale and for assisting the buyer
in securing the required financing. The general partner of All-State
Properties L.P. is the president of the manager of Tunicom.
As a condition of the sale, the buyer has also insisted that All-State
Properties L.P.?s general partner agree to manage the facility once built.
There can be no assurance that the transaction contemplated by the agreement
of purchase and sale will close.
Page 10
CONDENSED FINANCIAL INFORMATION FOR REAL ESTATE PARTNERSHIPS
TUNICOM LLC
CONDENSED COMBINED BALANCE SHEET
AS OF SEPTEMBER 30, 2002 AND JUNE 30, 2002
(UNAUDITED)
SEPTEMBER JUNE
30, 2002 30, 2002
ASSETS:
Property and equipment ? land and
improvements $ 726,115 $ 723,410
Cash 105,050 112,719
Deferred and prepaid expenses 30,025 30,025
Total $ 861,190 $ 866,154
LIABILITIES AND PARTNERS' CAPITAL:
Accounts payable and other
liabilities $ 12,220 $ 8,835
Partners' capital 848,970 857,319
Total $ 861,190 $ 866,154
See accompanying notes and accountant?s review report.
Page 11
CONDENSED FINANCIAL INFORMATION FOR REAL ESTATE PARTNERSHIPS
TUNICOM LLC
CONDENSED COMBINED PROFIT AND LOSS INFORMATION
THREE MONTHS ENDED SEPTEMBER 30, 2002 AND SEPTEMBER 30, 2001
(UNAUDITED)
2 0 0 2 2 0 0 1
REVENUES:
Interest and other $ 253 $ 605
Total income $ 253 $ 605
EXPENSES:
General and administrative $ 5,602 $ 1,140
Taxes and insurance 3,000 1,700
Total expenses $ 8,602 $ 2,840
NET INCOME (LOSS) $ (8,349) $ (2,235)
See accompanying notes and accountant?s review report.
Page 12
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
EXHIBIT - COMPUTATION OF INCOME (LOSS) PER PARTNERSHIP UNIT
THREE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
2 0 0 2 2 0 0 1
Partnership units outstanding 3,118,303 3,118,303
Net (Loss) Income $ (5,246) $ (22,141)
Net (Loss) Income Per Partnership
Unit $ 0.00 $ 0.00
See accompanying notes and accountant?s review report.
Page 13
ALL-STATE PROPERTIES L.P.
PART II - OTHER INFORMATION
ITEM 1 - Changes in Securities
There were no changes in the right of limited partners during the
quarter covered by this report.
ITEM 2 - Defaults Upon Senior Securities
There were no defaults by Registrant on its senior securities
during the quarter covered by this report.
ITEM 3 - 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 4 - 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 14
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 4, 2002