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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 DECEMBER 31, 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 December 31, 2002
Limited Partnership Units 3,118,303 Units
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
* * * * * * * * * * * * * *
FINANCIAL STATEMENTS AND SCHEDULES
SIX MONTHS ENDED DECEMBER 31, 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 -December 31,
2002 and June 30, 2002 3
Condensed Statements of Income -
Three Months and Six Months ended
December 31, 2002 and 2001 4
Condensed Statements of Cash Flows -
Six Months ended December 31, 2002
and 2001 5-6
Financial Data Schedule 7
Notes to Condensed Financial Statements -
December 31, 2002 and 2001 8-9
Management's Discussion and Analysis of
the Financial Condition and Results of
Operations ? December 31, 2002 10-11
Condensed Financial Information for
Tunicom LLC ? December 31, 2002 and
June 30, 2002 12-13
Exhibit - Computation of Income (Loss) per
Partnership Unit ? three months and six months
ended December 31, 2002 and 2001 14
PART II Other Information 15
Signatures 16
Page 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 December 31, 2002 and the related condensed
statements of income for the three-month and six-month periods
ended December 31, 2002 and 2001 and cash flows for the six-month
periods ended December 31, 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 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
accounting principles accepted in the United States of America.
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 dated 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.
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)
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
conformity with generally accepted accounting principles. The
information included in the accompanying financial data schedule,
appearing on page 7, condensed financial information for Tunicom
LLC, appearing on pages 12 and 13, and the exhibit indicating the
computation of earnings per partnership unit, appearing on page
14, 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
February 14, 2003
Page 3
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
CONDENSED BALANCE SHEETS
DECEMBER 31, 2002 AND JUNE 30, 2002
(UNAUDITED)
DECEMBER JUNE
31ST 30TH
Assets 2 0 0 2 2 0 0 2
Cash $ 7,976 $ 34,348
Other assets 1,210 1,210
Investments in real estate partnerships 302,462 309,664
Total Assets $ 311,648 $ 345,222
Liabilities and Partners' Capital
Liabilities:
Accounts payable and other
liabilities $ 17,817 $ 24,173
Partnership distributions payable 21,125 11,934
Deferred revenue ? related party 68,207 68,207
$ 107,149 $ 104,314
Partners' Capital $ 396,533 $ 430,145
Notes receivable - officers/partners (192,034) (189,237)
$ 204,499 $ 240,908
Total Liabilities and Partners'
Capital $ 311,648 $ 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 AND SIX MONTHS ENDED DECEMBER 31, 2002 AND 2001
(UNAUDITED)
THREE MONTHS ENDED SIX MONTHS ENDED
DECEMBER 31, DECEMBER 31,
2 0 0 2 2 0 0 1 2 0 0 2 2 0 0 1
REVENUES:
Profit (loss) from
real estate part-
nerships $ (4,186) $ (1,766) $ (7,202) $ (1,766)
Other income 1,410 1,827 2,841 4,657
$ (2,776) $ 61 $ (4,361) $ 2,891
COST AND EXPENSES:
Selling, general
and administrative $ 25,590 $ 4,159 $ 29,251 $ 29,130
NET INCOME (LOSS) $ (28,366) $ (4,098) $ (33,612) $ (26,239)
NET (LOSS) INCOME PER
PARTNERSHIP UNIT (0.01) (0.00) (.01) (.01)
CASH DISTRIBUTIONS PER
UNIT NONE NONE 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
SIX MONTHS ENDED DECEMBER 31, 2002 AND 2001
(UNAUDITED)
2 0 0 2 2 0 0 1
CASH FLOW FROM OPERATING ACTIVITIES:
Interest income - collected $ 45 $ 1,852
Cash paid for selling, general and
administrative expenses (26,417) (30,607)
Net Cash Provided (Consumed) by
Operating Activities $ (26,372) $ (28,755)
CASH FLOW FROM INVESTING ACTIVITIES
PARTNERSHIP AND PARTNERS ? NET $ - (303,542)
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS $ (26,372) $ (332,297)
CASH AND CASH EQUIVALENTS AT
BEGINNING OF YEAR 34,348 402,042
CASH AND CASH EQUIVALENTS AT END
OF PERIOD $ 7,976 $ 69,745
RECONCILIATION OF NET INCOME(LOSS)
TO NET CASH PROVIDED(CONSUMED)BY
OPERATING ACTIVITIES:
Net Income (Loss) $ (33,612) $ (26,239)
See accompanying notes and accountant?s review report.
Page 6
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
CONDENSED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED DECEMBER 31, 2002 AND 2001
2 0 0 2 2 0 0 1
ADJUSTMENTS TO RECONCILE NET INCOME
(LOSS)TO NET CASH PROVIDED(CONSUMED)
BY OPERATING ACTIVITIES:
(Income) Loss of real estate part-
nerships $ 7,202 $ 1,766
Changes in Assets and Liabilities:
Increase in partnership
distribution payable 9,191 -
Increase in accrued interest
receivable (2,797) (2,805)
(Decrease) increase in accounts
payable (6,356) (1,477)
Total adjustments $ 7,240 $ (2,516)
NET CASH PROVIDED (CONSUMED) BY
OPERATING ACTIVITIES $ (26,372) $ (28,755)
See accompanying notes and accountant?s review report.
Page 7
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
FINANCIAL DATA SCHEDULE
SIX MONTHS ENDED DECEMBER 31, 2002 AND
THREE MONTHS ENDED SEPTEMBER 30, 2002
DECEMBER 31, SEPTEMBER 30,
2 0 0 2 2 0 0 2
EXHIBIT
Cash $ 7,976 $ 17,253
Receivables 1,210 1,210
Investment in real estate
partnerships 302,462 306,648
Total Assets $ 311,648 $ 325,111
Accounts payable 17,817 10,706
Partnership distribution
payable 21,125 11,934
Deferred revenue ? related
party 68,207 68,207
Partners' Capital 396,533 424,900
Notes receivable ? officers
/partners (192,034) (190,636)
Total Liabilities and
Partners' Capital $ 311,648 $ 325,111
Total Revenues $ (4,361) $ (1,585)
Total Cost and Expenses 29,251 3,661
Net Loss $ (33,612) $ (5,246)
Income Per Partnership Unit (0.01) 0.00
See accompanying notes and accountant?s review report.
Page 8
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
NOTES TO CONDENSED FINANCIAL STATEMENTS
SIX MONTHS ENDED DECEMBER 31, 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 interest 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.
Page 9
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
NOTES TO CONDENSED FINANCIAL STATEMENTS
SIX MONTHS ENDED DECEMBER 31, 2002 AND 2001
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.
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 10
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
MANAGEMENT?S DISCUSSION AND ANALYSIS OF THE
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
DECEMBER 31, 2002
FINANCIAL CONDITION
Registrant?s source of working capital consists of cash
received from Tunicom. No cash was available for distribution
during the six months ended December 31, 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 indivi-
duals 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
$2,0000,000, 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
Page 11
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
MANAGEMENT?S DISCUSSION AND ANALYSIS OF THE
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
DECEMBER 31, 2002
FINANCIAL CONDITION (CONTINUED)
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 12
CONDENSED FINANCIAL INFORMATION FOR REAL ESTATE PARTNERSHIPS
TUNICOM LLC
CONDENSED COMBINED BALANCE SHEETS
AS OF DECEMBER 31, 2002 AND JUNE 30, 2002
(UNAUDITED)
DECEMBER 31, JUNE 30,
2 0 0 2 2 0 0 2
ASSETS:
Property and equipment ? land and
improvements $ 738,008 $ 723,410
Cash 69,959 112,719
Deferred and prepaid expenses 30,025 30,025
Total $ 837,992 $ 866,154
LIABILITIES AND PARTNERS? CAPITAL:
Accounts payable and other
liabilities $ 612 $ 8,835
Partners? capital 837,380 857,319
Total $ 837,992 $ 866,154
See accompanying notes and accountant?s review report.
Page 13
CONDENSED FINANCIAL INFORMATION FOR REAL ESTATE PARTNERSHIPS
TUNICOM LLC
CONDENSED COMBINED PROFIT AND LOSS INFORMATION
THREE MONTHS AND SIX MONTHS ENDED
DECEMBER 31, 2002 AND 2001
(UNAUDITED)
THREE MONTHS ENDED SIX MONTHS ENDED
DECEMBER 31, DECEMBER 31,
2 0 0 2 2 0 0 1 2 0 0 2 2 0 0 1
REVENUES:
Interest and other $ 175 $ 291 $ 428 $ 896
Total income $ 175 $ 291 $ 428 $ 896
EXPENSES:
General and
administrative $ 9,192 $ 1,245 $ 14,794 $ 2,385
Taxes and insurance 2,573 1,700 5,573 3,400
Total expenses $ 11,765 $ 2,945 $ 20,367 $ 5,785
NET PROFIT (LOSS) $ (11,590) $ (2,654) $ (19,939) $ (4,889)
See accompanying notes and accountant?s review report.
Page 14
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
EXHIBIT - COMPUTATION OF INCOME (LOSS) PER PARTNERSHIP UNIT
SIX MONTHS ENDED DECEMBER 31, 2002 AND 2001
2 0 0 2 2 0 0 1
Partnership units outstanding 3,118,303 3,118,303
Net Income (Loss) $ (33,612) $ (26,239)
Net Income (Loss) Per Partnership
Unit $ (0.01) $ (0.01)
See accompanying notes and accountant?s review report.
Page 15
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 16
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: February 21, 2003