UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
| [ X ] | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year endedDecember 31, 2001
OR
| [ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _________________ to _________________
Commission file number 0-16805
ASSOCIATED PLANNERS REALTY FUND, (a California Limited Partnership)
(Exact name of registrant as specified in its charter)
| California | 95-4036980 | |
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification) |
5933 West Century Blvd., 9th Floor, Los Angeles, CA 90045-5454
(Address of principal executive offices) (Zip Code)
(Registrant’s telephone number, including area code) (310) 670-0800
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Name of each exchange on which registered | |
| NONE | NONE |
Securities registered pursuant to Section 12(g) of the Act:
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports 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 ü No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K [ü]
Certain statements in the Annual Report on Form 10-K, particularly under Items 1 through 8, constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Reform Act”). Such forward-looking statements involve known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievements of the Partnership to be materially different from any future results, performance, or achievements, expressed or implied by such forward-looking statements.
PART I
ITEM 1. BUSINESS
Associated Planners Realty Fund (the “Partnership”), was organized in November 1985, under the California Revised Limited Partnership Act. The General Partner is West Coast Realty Advisors, Inc. (“WCRA” or “the Advisor”), a California corporation.
The Partnership was organized for the purpose of investing in, holding, and managing improved, income-producing property, such as residential properties, office buildings, commercial buildings, industrial properties, mini-warehouse facilities, and shopping centers (“Properties”), which were believed to have potential for cash flow and capital appreciation. The Partnership intended on owning and operating such Properties for investment over an anticipated holding period of approximately five to ten years. At December 31, 2001, the Partnership had no employees.
The Partnership’s principal investment objectives were to invest the net proceeds in real properties which would:
| 1. | Preserve and protect the Partnership’s invested capital; | ||
| 2. | Provide for cash distributions from operations; | ||
| 3. | Provide gains through potential appreciation; and | ||
| 4. | Generate federal income tax deductions so that a portion of cash distributions may be treated as a return of capital for tax purposes and therefore, may not represent taxable income to the limited partners. |
The Partnership acquired an 81.2% interest in two office buildings on December 31, 1986 in a joint venture with a related party, a 100% interest in a shopping center on January 23, 1987, a 100% interest in a commercial office building on November 12, 1987, and a 100% interest in a mini-warehouse facility on May 9, 1988. The terms of the joint venture called for Associated Planners Realty Fund to receive 81.2% of the operating profits and depreciation expense on the two office buildings acquired in 1986. The office buildings were sold in January 1999 and upon disposition of the properties, the Partnership received 81.2% of the proceeds received from the sale. The mini-warehouse facility acquired in 1988 was sold in May 1995 and the commercial office building acquired in 1987 was sold in February 2000, both to unrelated parties. All properties are located in California except for the mini-warehouse which was located in Washington. At December 31, 2001 the Partnership’s only remaining property is the shopping center acquired on January 23, 1987.
The ownership and operation of any income-producing real estate is subject to those risks inherent in all real estate investments. These include national and local economic conditions, the supply of and demand for similar types of real property, competitive marketing conditions, zoning changes, possible casualty losses, and increases in real estate taxes, assessments, and operating expenses, as well as others.
The Partnership is subject to competitive conditions that exist in the local markets where it operates rental real estate. These conditions are discussed in Item 2— “Properties”.
The Partnership is operated by the General Partner, subject to the terms of the Amended and Restated Agreement of Limited Partnership. The Partnership has no employees, and all administrative services are provided by WCRA.
2
At December 31, 2001, the Partnership’s remaining property, the Shaw Villa Shopping Center in Clovis, California, was held for sale. On March 12, 2002 the Partnership sold the remaining property to an unaffiliated buyer for $2,800,000 and received $836,000 in cash and a note receivable of $560,000. (See Note 8 of the financial statements.)
ITEM 2. PROPERTIES
SHAW VILLA SHOPPING CENTER
On January 23, 1987, the Partnership purchased the Shaw Villa Shopping Center (the “Center”), located in Clovis, California. The Center was completed in 1978, and is situated on 69,260 square feet of land. The Center originally consisted of two buildings of 8,250 and 4,428 square feet each. In January 1995, the Partnership closed escrow on a parcel of land adjacent to the Shaw Villa Shopping Center. The purchase price of the land was $206,749, including a $13,102 acquisition fee paid to the Advisor. An additional 4,000 square feet of space was then added to the existing 8,250 square foot building and the 4,428 square foot building was also expanded by 3,844 square feet. The construction was completed during 1995 and total construction costs of $1,372,900 were allocated to land, building and improvements. Included in the construction cost was $87,838 of capitalized construction loan interest. After expansion the two buildings totaled 20,522 square feet. Stores range in size from 1,000 to 3,000 square feet in the larger building. There are ninety-two parking spaces available within the Center.
Wherehouse Entertainment, Inc. (the “Wherehouse”) occupies the 8,250 square foot building under a lease which runs through February 28, 2011, and calls for minimum monthly rent of $12,274 per month. The Wherehouse’s 2001 rental income represented 50% of the total Partnership rental revenue.
In October 1996, the Partnership obtained permanent financing from a major insurance company to replace the construction loan obtained to finance the expansion. The terms of the loan were as follows: Principal — $1,500,000; Interest Rate of 9.10% fixed for five years then may be adjusted on a one time basis as of the 5th anniversary date (December 1, 2001) to the weekly average of the five-year Treasury Note yield for the seventh week prior to the adjustment date plus 250 basis points, but in no event less than 9.10%, nor to exceed the maximum rate allowed by law; amortized over 20 years; due November 1, 2006; and current monthly payments of principal, interest and property taxes of $15,532. There was no adjustment to the interest rate as of December 31, 2001; therefore, the loan remained fixed at an interest rate of 9.10%.
This Center is dependent upon the vitality of the consumer market in the general area. There are several other small shopping centers in the area, similar to the one owned by the Partnership. A large enough customer base exists for the retail and service business in the general area. Although all areas of California have occasionally been affected by economic slowdowns, layoffs, plant closings and military cutbacks, these economic factors are not expected to significantly impact the occupancy of the shopping center.
The building and improvements are depreciated over 31.5 to 40 years using a straight-line method for both financial and income tax reporting purposes. The financial and income tax basis of the property are the same. In the opinion of the General Partner, the property was adequately insured as of December 31, 2001. The property was managed by West Coast Realty Management, Inc. (“WCRM”).
The occupancy rate of the property for the past five years was 100% during 1997, 91% during 1998, 92% during 1999, 88% during 2000 and 92% during 2001. The occupancy rate was 92% at December 31, 2001.
3
The total original acquisition cost of the Shaw Villa Shopping Center was $2,854,221. The acquisition date was January 23, 1987.
On October 12, 2001 the Partnership entered into an agreement with an unaffiliated individual for the sale of the Partnership’s remaining property, the Shaw Villa Shopping Center in Clovis, California. On March 12, 2002 the Partnership sold the property for $2,800,000 and received cash and a note receivable for $560,000. The note, which is secured by a second trust deed, provides for interest only at 8% on the unpaid principal balance and matures on February 1, 2004 at which time the full balance is due. The terms of the note receivable include a discount of $400,000 if the borrower prepays the note in full by February 15, 2003. The note payable secured by the Clovis property was paid-off at settlement. The gain on the sale after discounting the note receivable is approximately $36,000. Proceeds from the sale of the property will be distributed in the 2nd quarter of 2002.
ITEM 3. LEGAL PROCEEDINGS
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
4
PART II
| ITEM 5. | MARKET FOR THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS |
At December 31, 2001, there were 7,499 limited partnership units outstanding and 595 unit holders of record. The units sold are not freely transferable and no public market for the sold units presently exists or is likely to develop. There are no units available for sale at December 31, 2001.
Distributions totaling $74,990, $509,932, and $1,581,371 were made to limited partners in 2001, 2000, and 1999. The General Partner distributions totaled $0, $0, and $31,502 for 2001, 2000 and 1999.
The Partnership pays distributions on a semi-annual basis and at the discretion of the General Partner. The semi-annual distributions include cash distributions for the previous six months of operations.
The limited partner distribution amounts for 2001, 2000 and 1999 are summarized below:
| Units | Total | |||||||||||||||
| Record Date | Date Paid | Per Unit | Outstanding | Paid | ||||||||||||
| December 31, 1998 | February 12, 1999 | $ | 20.50 | 7,499 | $ | 153,729 | ||||||||||
| February 28, 1999 | March 13, 1999 | 190.38 | 7,499 | 1,427,642 | ||||||||||||
| March 15, 2000 | April 5, 2000 | 64.00 | 7,499 | 479,936 | ||||||||||||
| July 31, 2000 | August 18, 2000 | 4.00 | 7,499 | 29,996 | ||||||||||||
| December 31, 2000 | February 15, 2001 | 5.00 | 7,499 | 37,495 | ||||||||||||
| June 30, 2001 | August 3, 2001 | 5.00 | 7,499 | 37,495 | ||||||||||||
Distributions are made based on income from operations, before depreciation and amortization, available as a result of the previous six months of operations.
ITEM 6. SELECTED FINANCIAL DATA
The selected financial data should be read in conjunction with the financial statements and related notes andItem 7. Management Discussion and Analysis of Financial Condition and Results of Operationsappearing elsewhere in this report.
| 2001 | 2000 | 1999 | 1998 | 1997 | |||||||||||||||||
Operations for the years ended December 31: | |||||||||||||||||||||
| Revenues | $ | 460,589 | $ | 686,610 | $ | 829,676 | $ | 728,167 | $ | 802,528 | |||||||||||
| Net income | 117,368 | 304,614 | 355,486 | 148,902 | 202,403 | ||||||||||||||||
| Net income per Limited Partner Unit* | 13.25 | 33.73 | 39.09 | 15.88 | 22.31 | ||||||||||||||||
| Distributions per Limited Partner Unit* | 10.00 | 68.00 | 210.88 | 34.39 | 39.79 | ||||||||||||||||
Financial position at December 31, | |||||||||||||||||||||
| Total assets | $ | 4,183,369 | $ | 4,187,472 | $ | 4,405,136 | $ | 5,906,905 | $ | 6,092,548 | |||||||||||
| Note payable | 1,328,780 | 1,368,968 | 1,405,674 | 1,439,198 | 1,469,817 | ||||||||||||||||
| Partners’ equity | 2,798,239 | 2,755,861 | 2,961,179 | 4,218,566 | 4,356,209 | ||||||||||||||||
| * | Net income and distributions per limited partner unit were based on the weighted average number of outstanding units. |
5
| ITEM 7. | MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
Certain statements in the Management Discussion and Analysis constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Reform Act”). Such forward-looking statements involve known and unknown risks, uncertainties, and other factors which may cause the actual results, performance or achievements of the Partnership to be materially different from any future results, performance or achievements, expressed or implied by such forward-looking statements.
RESULTS OF OPERATIONS — 2001 VS. 2000
Operations for the year ended December 31, 2001, reflect the operations of the Shaw Villa Shopping Center for the entire year.
Net income for the year ended December 31, 2001 of $117,368 was $187,246 lower than the net income for the year ended December 31, 2000 of $304,614, primarily as a result of the $291,151 gain on sale of the Simi Valley property in February 2000, partially offset by an increase in rental revenue.
Rental revenue increased $51,544 (16.89%) as compared to 2000. The increase in rental revenue was due to higher base rents on the lease contracts for the Shaw Villa Shopping Center. Due to the vacancy of the Simi Valley property and its subsequent sale in February 2000, the Shaw Villa Shopping Center was the only income producing property for both twelve month periods. Interest income increased $13,586 primarily due to interest income on the note receivable received in connection with the sale of the Simi Valley property.
Operating expenses and property taxes decreased $7,778 (11.57%) for the twelve months ended December 31, 2001 compared to the twelve months ended December 31, 2000, primarily due to the sale of the Simi Valley property in February 2000. Property management fees increased $1,555 (10.07%) due to higher rental income received for the twelve months ended December 31, 2001. General and administrative expenses decreased $24,430 (24.69%) primarily due to disposition fees and expenses recorded as of June 30, 2000 associated with the sale of the Simi Valley property. Depreciation and amortization expense decreased $4,612 (6.21%) because fewer properties were owned during the twelve months ended December 31, 2001.
The Partnership generated $186,992 in income from operations before depreciation expense of $69,624 for the twelve months ended December 31, 2001. In contrast cash basis income for the twelve months ended December 31, 2000 was $87,699 before depreciation expense of $74,236 and $291,151 gain from the sale of the Simi Valley property.
The number of limited partnership units remained unchanged at 7,499 for 2001 and 2000. Net income per limited partnership unit decreased from $33.73 in 2000 to $13.25 in 2001.
RESULTS OF OPERATIONS — 2000 VS. 1999
Operations for the year ended December 31, 2000, reflect the operations of the Simi Valley building prior to its sale on February 4, 2000 and of the Shaw Villa Shopping Center for the entire year.
Net income for the year ended December 31, 2000 of $304,614 was $50,872 lower than the net income for the year ended December 31, 1999 of $355,486, primarily because the gain recognized on the Simi Valley property sale in February 2000 was less than the gain recognized from the sale of the Encinitas, California properties in January 1999.
6
Rental revenue decreased $129,832 (29.85%) as compared to 1999. The decrease in rental revenue was the result of the vacancy of the Simi Valley property, starting May 31, 1999, and its subsequent sale in February 2000. On February 4, 2000 the Partnership sold the Simi Valley property to an unaffiliated buyer for $2,350,000 and received cash and a note receivable for $1,750,000. The Partnership recognized a gain of $291,151 from the sale of the property. Interest income increased $76,464 primarily due to interest income on the note receivable received in connection with the sale of the Simi Valley property.
Costs and expenses decreased $92,194 (19.44%) as compared to 1999. The decrease is due to decreases in operating and depreciation expenses of $100,521 resulting from the sale of the Simi Valley property. General and administrative expenses increased $11,531, primarily due to professional fees.
Cash basis income for the twelve months ended December 31, 2000 was $87,699 before depreciation expense of $74,236 and $291,151 gain from the sale of the Simi Valley property. In contrast cash basis income for the year ended December 31, 1999 was $102,024 before depreciation expense of $127,387, $475,938 gain from the sale of the Encinitas, California properties, and the minority interest in net income of $95,089.
The number of limited partnership units remained unchanged at 7,499 for 2000 and 1999. Net income per limited partnership unit decreased from $39.09 in 1999 to $33.73 in 2000.
QUARTERLY FINANCIAL DATA (UNAUDITED)
For the year ending December 31, 2001
| 1st Quarter | 2nd Quarter | 3rd Quarter | 4th Quarter | |||||||||||||
| Total revenues | $ | 116,878 | $ | 116,013 | $ | 114,055 | $ | 113,643 | ||||||||
| Net income | 25,536 | 34,609 | 31,046 | 26,177 | ||||||||||||
| Net income per limited partnership unit | 2.86 | 3.94 | 3.52 | 2.93 | ||||||||||||
For the year ending December 31, 2000
| 1st Quarter | 2nd Quarter | 3rd Quarter | 4th Quarter | |||||||||||||
| Total revenues | $ | 378,933 | $ | 101,689 | $ | 103,005 | $ | 102,983 | ||||||||
| Net income (loss) | 284,865 | (6,954 | ) | 16,727 | 9,976 | |||||||||||
| Net income (loss) per limited partnership unit | 31.98 | (1.04 | ) | 1.80 | 0.99 | |||||||||||
LIQUIDITY AND CAPITAL RESOURCES
During the year ended December 31, 2001, the Partnership made distributions to the limited partners totaling $74,990 of which $3,092 constituted a return of capital. During the year ended December 31, 2000, the Partnership distributed $509,932 to the limited partners of which $232,458 constituted a return of capital. This includes the distribution of proceeds from the sale of the Simi Valley property in April 2000. It is the intention of management to make semi-annual distributions of cash, subject to the maintenance of reasonable reserves. The semi-annual distributions will include cash distributions for the previous six months of operations.
On March 12, 2002 the Partnership sold the remaining property, the Shaw Villa Shopping Center in Clovis, California to an unaffiliated buyer for $2,800,000 and received cash and a note receivable for $560,000. (See Note 8 of the financial statements.) The General Partner plans to liquidate the Partnership after the remaining notes receivable are liquidated. There is no assurance that the Partnership will be liquidated during 2002. The financial statements do not contain any adjustments that might result from the liquidation of the Partnership.
7
CASH FLOWS 2001 VS. 2000
Cash resources increased $144,362 during the year ended December 31, 2001 compared to a $107,969 increase in cash resources for the year ended December 31, 2000. Cash provided by operating activities increased by $166,754 for the year ended December 31, 2001 with the largest contributor being $117,368 in net income and $69,624 in depreciation. Investing activities provided a $92,786 increase in cash resources for the year 2001 due to payments on the note receivable. For the year ended December 31, 2001 financing activities used $115,178 because of distributions to limited partners totaling $74,990 and repayments on notes payable of $40,188.
CASH FLOWS 2000 VS. 1999
Cash resources increased $113,192 during the year ended December 31, 2000 compared to a $5,223 increase in cash resources for the year ended December 31, 1999. Cash provided by operating activities increased by $118,991 for the year ended December 31, 2000 with the largest contributor being $304,614 in net income offset by $291,151 resulting from the sale of the Simi Valley property. Investing activities resulted in a $535,616 increase in cash resources for the year 2000, due to cash proceeds from the sale of the Simi Valley property of $481,250 and principal payments on the note receivable of $54,366. For the year ended December 31, 2000 financing activities used $546,638 because of distributions to limited partners totaling $509,932 and repayments on notes payable of $36,706.
| ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
None
8
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
| Page | |||||
| Report of Independent Certified Public Accountants | 10 | ||||
| Balance Sheets — December 31, 2001 and 2000 | 11 | ||||
| Statements of Income for the years ended December 31, 2001, 2000 and 1999 | 12 | ||||
| Statements of Partners’ Equity for the years ended December 31, 2001, 2000 and 1999 | 13 | ||||
| Statements of Cash Flows for the years ended December 31, 2001, 2000 and 1999 | 14 | ||||
| Summary of Accounting Policies | 15-17 | ||||
| Notes to Financial Statements | 18-21 | ||||
| Financial Statement Schedules | |||||
| Schedule III-Real Estate and Accumulated Depreciation | 27 | ||||
| Schedule IV-Notes Receivable on Real Estate | 28 | ||||
9
Report of Independent Certified Public Accountants
Associated Planners Realty Fund
(a California Limited Partnership)
Los Angeles, California
We have audited the accompanying balance sheets of Associated Planners Realty Fund (a California limited partnership) as of December 31, 2001 and 2000 and the related statements of income, partners’ equity, and cash flows for each of the three years in the period ended December 31, 2001. We have also audited the schedules listed in the accompanying index. These financial statements and schedules are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on these financial statements and schedules based on our audits.
We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements and schedules are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and schedules. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
As discussed in Note 8, the Partnership’s remaining property was sold on March 12, 2002. The General Partner plans to liquidate the Partnership after the remaining notes receivable are liquidated. The financial statements do not contain any adjustments that might result from the liquidation of the Partnership.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Associated Planners Realty Fund (a California limited partnership) at December 31, 2001 and 2000, and the results of the Partnership’s operations and cash flows for each of the three years in the period ended December 31, 2001, in conformity with accounting principles generally accepted in the United States of America.
Also, in our opinion, the schedules III and IV present fairly, in all material respects, the information set forth therein.
| BDO SEIDMAN, LLP |
Los Angeles, California
February 8, 2002, except for Note 8
which is as of March 12, 2002
10
ASSOCIATED PLANNERS REALTY FUND
(A CALIFORNIA LIMITED PARTNERSHIP)
BALANCE SHEETS
| December 31, | ||||||||||
| 2001 | 2000 | |||||||||
Assets | ||||||||||
| Rental real estate held for sale, less accumulated depreciation (Notes 2 and 8) | $ | 2,301,524 | $ | 2,371,148 | ||||||
| Cash and cash equivalents | 257,554 | 113,192 | ||||||||
| Note receivable (Note 3) | 1,602,848 | 1,695,634 | ||||||||
| Other assets | 21,443 | 7,498 | ||||||||
| Total assets | $ | 4,183,369 | $ | 4,187,472 | ||||||
Liabilities and Partners’ Equity | ||||||||||
Liabilities | ||||||||||
| Accounts payable: | ||||||||||
| Trade | $ | 30,000 | $ | 31,000 | ||||||
| Related party (Note 6(d)) | 2,196 | 6,875 | ||||||||
| Notes payable (Note 4 and 8) | 1,328,780 | 1,368,968 | ||||||||
| Security deposits and prepaid rent | 12,399 | 12,614 | ||||||||
| Other liabilities | 11,755 | 12,154 | ||||||||
| Total liabilities | 1,385,130 | 1,431,611 | ||||||||
Partners’ equity | ||||||||||
| Limited partners: | ||||||||||
| $1,000 stated value per unit — authorized 7,500 units; issued and outstanding 7,499 units | 2,643,243 | 2,618,867 | ||||||||
| General partner | 154,996 | 136,994 | ||||||||
| Total partners’ equity | 2,798,239 | 2,755,861 | ||||||||
| Total liabilities and partners’ equity | $ | 4,183,369 | $ | 4,187,472 | ||||||
See accompanying summary of accounting policies and notes to financial statements.
11
ASSOCIATED PLANNERS REALTY FUND
(A CALIFORNIA LIMITED PARTNERSHIP)
STATEMENTS OF INCOME
| Years ended December 31, | ||||||||||||||
| 2001 | 2000 | 1999 | ||||||||||||
Revenues | ||||||||||||||
| Rental (Notes 2 and 5) | $ | 356,701 | $ | 305,157 | $ | 434,989 | ||||||||
| Gain on sale of property (Note 2) | — | 291,151 | 475,938 | |||||||||||
| Interest | 103,888 | 90,302 | 13,838 | |||||||||||
Total Revenue | 460,589 | 686,610 | 924,765 | |||||||||||
Cost and expenses | ||||||||||||||
| Operating (Note 6) | 76,444 | 82,667 | 130,037 | |||||||||||
| General and administrative (Note 6) | 74,530 | 98,960 | 87,429 | |||||||||||
| Depreciation and amortization | 69,624 | 74,236 | 127,387 | |||||||||||
| Interest expense | 122,623 | 126,133 | 129,337 | |||||||||||
Total Cost and expense | 343,221 | 381,996 | 474,190 | |||||||||||
Income from operations | 117,368 | 304,614 | 450,575 | |||||||||||
Minority interest in net income of joint ventures | ||||||||||||||
| (Note 6(c)) | — | — | (95,089 | ) | ||||||||||
Net income | $ | 117,368 | $ | 304,614 | $ | 355,486 | ||||||||
Net income per limited partnership unit(Note 7) | $ | 13.25 | $ | 33.73 | $ | 39.09 | ||||||||
See accompanying summary of accounting policies and notes to financial statements.
12
ASSOCIATED PLANNERS REALTY FUND
(A CALIFORNIA LIMITED PARTNERSHIP)
STATEMENTS OF PARTNERS’ EQUITY
Years Ended December 31, 2001, 2000 and 1999
| Limited Partners | General | ||||||||||||||||
| Units | Amount | Partner | Total | ||||||||||||||
Balance,January 1, 1999 | 7,499 | $ | 4,164,156 | $ | 54,410 | $ | 4,218,566 | ||||||||||
| Net income for the year | — | 293,100 | 62,386 | 355,486 | |||||||||||||
| Distribution to limited partners (Note 7) | — | (1,581,371 | ) | — | (1,581,371 | ) | |||||||||||
| Distribution to general partners | — | — | (31,502 | ) | (31,502 | ) | |||||||||||
Balance,December 31, 1999 | 7,499 | 2,875,885 | 85,294 | 2,961,179 | |||||||||||||
| Net income for the year | — | 252,914 | 51,700 | 304,614 | |||||||||||||
| Distribution to limited partners (Note 7) | — | (509,932 | ) | — | (509,932 | ) | |||||||||||
| Distribution to general partners | — | — | — | — | |||||||||||||
Balance,December 31, 2000 | 7,499 | 2,618,867 | 136,994 | 2,755,861 | |||||||||||||
| Net income for the year | — | 99,366 | 18,002 | 117,368 | |||||||||||||
| Distribution to limited partners (Note 7) | — | (74,990 | ) | — | (74,990 | ) | |||||||||||
| Distribution to general partners | — | — | — | — | |||||||||||||
Balance,December 31, 2001 | 7,499 | $ | 2,643,243 | $ | 154,996 | $ | 2,798,239 | ||||||||||
See accompanying summary of accounting policies and notes to financial statements.
13
ASSOCIATED PLANNERS REALTY FUND
(A CALIFORNIA LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS
Increase (Decrease) in Cash and Cash Equivalents
| Years ended December 31, | 2001 | 2000 | 1999 | |||||||||||
Cash flows from operating activities | ||||||||||||||
| Net income | $ | 117,368 | $ | 304,614 | $ | 355,486 | ||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||||
| Depreciation and amortization | 69,624 | 74,236 | 127,387 | |||||||||||
| Minority interest in net income | — | — | 95,089 | |||||||||||
| Gain on sale of property | — | (291,151 | ) | (475,938 | ) | |||||||||
| Increase (decrease) from changes in operating assets and liabilities: | ||||||||||||||
| Other assets | (13,945 | ) | 6,932 | 28,064 | ||||||||||
| Accounts payable — trade | (1,000 | ) | 28,730 | (8,644 | ) | |||||||||
| Accounts payable — related party | (4,679 | ) | (7,059 | ) | (491 | ) | ||||||||
| Security deposits and prepaid rent | (215 | ) | 1,195 | (7,941 | ) | |||||||||
| Other liabilities | (399 | ) | 1,494 | — | ||||||||||
| Net cash provided by operating activities | 166,754 | 118,991 | 113,012 | |||||||||||
Cash flows from investing activities | ||||||||||||||
| Proceeds from sale of rental real estate | — | 481,250 | 1,569,730 | |||||||||||
| Principal payments from notes receivable | 92,786 | 54,366 | ||||||||||||
| Net cash provided by investing activities | 92,786 | 535,616 | 1,569,730 | |||||||||||
Cash flows from financing activities | ||||||||||||||
| Distributions to limited partners | (74,990 | ) | (509,932 | ) | (1,581,371 | ) | ||||||||
| Distributions to general partners | — | — | (31,502 | ) | ||||||||||
| Distributions to minority interest | — | — | (288,871 | ) | ||||||||||
| Principle payments on notes payable | (40,188 | ) | (36,706 | ) | (33,524 | ) | ||||||||
| Net cash used in financing activities | (115,178 | ) | (546,638 | ) | (1,935,268 | ) | ||||||||
Net increase (decrease) in cash and cash equivalents | 144,362 | 107,969 | (252,526 | ) | ||||||||||
Cash and cash equivalents,beginning of year | 113,192 | 5,223 | 257,749 | |||||||||||
Cash and cash equivalents,end of year | $ | 257,554 | $ | 113,192 | $ | 5,223 | ||||||||
Supplemental disclosure of cash flow information | ||||||||||||||
| Cash paid for interest | $ | 122,927 | $ | 126,410 | $ | 118,677 | ||||||||
Supplemental schedule of non-cash investing activity | ||||||||||||||
| Note receivable issued in sale of real estate | — | 1,750,000 | — | |||||||||||
See accompanying summary of accounting policies and notes to financial statements.
14
ASSOCIATED PLANNERS REALTY FUND
(A CALIFORNIA LIMITED PARTNERSHIP)
SUMMARY OF ACCOUNTING POLICIES
Business
Associated Planners Realty Fund (the “Partnership”), a California limited partnership, was formed on November 19, 1985 under the Revised Limited Partnership Act of the State of California. The Partnership was formed to acquire income-producing real property throughout the United States with an emphasis on properties located in California and the southwestern states. The Partnership purchased these properties on an all cash basis or on a moderately leveraged basis and intended on owning and operating such properties for investment over an anticipated holding period of approximately five to ten years.
Basis of Presentation
The financial statements do not give effect to any assets that the partners may have outside of their interest in the partnership, nor to any personal obligations, including income taxes, of the partners.
The financial statements include the accounts of Associated Planners Realty Fund and all joint ventures in which it has a majority interest (See Note 6(c)).
Rental Real Estate and Depreciation
Assets are stated at cost. Depreciation is computed using the straight-line method over estimated useful lives ranging from 5 to 40 years.
In the event that facts and circumstances indicate that the cost of an asset may be impaired, an evaluation of recoverability would be performed. If an evaluation is required, the estimated future undiscounted cash flows associated with the asset would be compared to the carrying amount to determine if a write-down to market value is required.
Rental Income
Rental revenue is recognized on a straight-line basis to the extent that rental revenue is deemed collectible and collection is probable.
Statements of Cash Flows
For the purposes of the statements of cash flows, the Partnership considers cash in the bank and all highly liquid investments purchased with original maturities of three months or less, to be cash and cash equivalents.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
15
ASSOCIATED PLANNERS REALTY FUND
(A CALIFORNIA LIMITED PARTNERSHIP)
SUMMARY OF ACCOUNTING POLICIES
Income Taxes
No provision for federal or state income taxes is made in the accompanying financial statements, as the Partnership is not subject to income taxes. The partners are required to include their proportionate share of income in their individual or corporate income tax returns.
Comprehensive Income
Statement of Financial Accounting Standards No. 130, “Reporting Comprehensive Income,” (“SFAS 130”) establishes standards for reporting and display of comprehensive income and its components in a full set of general-purpose financial statements. Comprehensive income is comprised of net income and all changes to stockholders’ equity except those due to investments by owners and distribution to owners. The Company does not have any components of comprehensive income for each of the years ended December 31, 2001, 2000 and 1999.
Net Income Per Limited Partnership Unit
Net income per limited partnership unit is calculated by dividing the limited partners share of net income by the weighted average number of limited partnership units outstanding for the period.
New Accounting Pronouncements
In June 2001, the Financial Accounting Standards Board finalized FASB Statements No. 141, Business Combinations (SFAS 141), and No. 142, Goodwill and Other Intangible Assets (SFAS 142). SFAS 141 requires the use of the purchase method of accounting and prohibits the use of the pooling-of-interests method of accounting for business combinations initiated after June 30, 2001. SFAS 141 also requires that the Partnership recognize acquired intangible assets apart from goodwill if the acquired intangible assets meet certain criteria. SFAS 141 applies to all business combinations initiated after June 30, 2001 and for purchase business combinations completed on or after July 1, 2001. It also requires, upon adoption of SFAS 142, that the Partnership reclassify the carrying amounts of intangible assets and goodwill based on the criteria in SFAS 141. SFAS 142 requires, among other things, that companies no longer amortize goodwill, but instead test goodwill for impairment at least annually. In addition, SFAS 142 requires that the Partnership identify reporting units for the purposes of assessing potential future impairments of goodwill, reassess the useful lives of other existing recognized intangible assets, and cease amortization of intangible assets with an indefinite useful life. An intangible asset with an indefinite useful life should be tested for impairment in accordance with the guidance in SFAS 142. SFAS 142 is required to be applied in fiscal years beginning after December 15, 2001 to all goodwill and other intangible assets recognized at that date, regardless of when those assets were initially recognized. SFAS 142 requires the Partnership to complete a transitional goodwill impairment test six months from the date of adoption. The Partnership is also required to reassess the useful lives of other intangible assets within the first interim quarter after adoption of SFAS 142. The Partnership had no previous transactions that resulted in the recognition of goodwill. The adoption of SFAS 141 and SFAS 142 had no material affect on the Partnership’s financial results.
Statement of Financial Accounting Standard No. 143, (SFAS 143) Accounting for Asset Retirement Obligations, was issued in June 2001 and is effective for fiscal years beginning after June 15, 2002. SFAS 143 requires that any legal obligation related to the retirement of long-lived assets be quantified and recorded as a liability with the associated asset retirement cost capitalized on the balance sheet in the period it is incurred when a reasonable estimate of the fair value of the liability can be made. The Partnership believes this statement will not have a material affect on its financial statements.
16
ASSOCIATED PLANNERS REALTY FUND
(A CALIFORNIA LIMITED PARTNERSHIP)
SUMMARY OF ACCOUNTING POLICIES
Statement of Financial Accounting Standard No. 144, (SFAS 144) Accounting for the Impairment or Disposal of Long-Lived Assets, was issued in August 2001 and is effective for fiscal years beginning after December 15, 2001. SFAS 144 provides a single, comprehensive accounting model for impairment and disposal of long-lived assets and discontinued operations. The Partnership is assessing but has not yet determined how the adoption of SFAS 144 will impact its financial statements.
17
ASSOCIATED PLANNERS REALTY FUND
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
NOTE 1—NATURE OF PARTNERSHIP
The Partnership began accepting subscriptions in March 1986 and completed its funding in December 1987.
Under the terms of the partnership agreement, the General Partner, West Coast Realty Advisors, is entitled to cash distributions ranging from 10% to 15%. The General Partner is also entitled to allocations of 10% of operating income before depreciation, 1% of depreciation and amortization, and 15% of the gain on sale of properties, in accordance with the partnership agreement.
NOTE 2—RENTAL REAL ESTATE
As of December 31, 2001, the Partnership owns the following rental real estate property:
| Location (Property Name) | Date Purchased | Cost | ||||
| Clovis, California | January 23, 1987 | $ | 2,854,220 | |||
The major categories of property are:
| December 31, | 2001 | 2000 | ||||||
| Land | $ | 878,646 | $ | 878,646 | ||||
| Buildings and improvements | 1,959,465 | 1,959,465 | ||||||
| Furniture and fixtures | 16,109 | 16,109 | ||||||
| 2,854,220 | 2,854,220 | |||||||
| Less accumulated depreciation | 552,696 | 483,072 | ||||||
| Rental real estate, net | $ | 2,301,524 | $ | 2,371,148 | ||||
A significant portion of the Partnership’s rental revenue was earned from tenants whose individual rents represent more than 10% of total rental revenue. Specifically:
Three tenants accounted for 50%, 13%, and 11% in 2001;
Three tenants accounted for 49%, 14%, and 11% in 2000;
Two tenants accounted for 62% and 24% in 1999;
The Clovis property was sold subsequent to year-end. (See Note 8 of the financial statements.)
On February 4, 2000 the Partnership sold the Simi Valley property to an unaffiliated buyer for $2,350,000 and received cash and a note receivable for $1,750,000. The Partnership recognized a gain of $291,151 from the sale of the property. The net proceeds received from the sale were distributed to the limited partners and the General partner in accordance with the Partnership Agreement on April 5, 2000 to holders of units as of March 15, 2000.
Two office buildings located in Encinitas, California (179 and 187 Calle Magdalena) were sold to unaffiliated buyers during January 1999 at a sales price of $775,000 and $900,000, respectively. The net proceeds received from the sale equaled $576,977 and $670,698, respectively, which was distributed to the limited partners and the General Partner in accordance with the terms of the Partnership Agreement. The Partnership also recognized a gain of $193,886 and $186,963, respectively from the sale.
18
ASSOCIATED PLANNERS REALTY FUND
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
NOTE 3—NOTE RECEIVABLE
On February 4, 2000, the Partnership sold its property located in the Simi Valley of California to an unaffiliated buyer for $2,350,000 and received cash and a note receivable for $1,750,000. The note, which is secured by the property sold, provides for interest at 6.00% and monthly payments of principal and interest of $10,492. The note matures on February 4, 2004 and all remaining amounts of principal and interest are due on that date.
NOTE 4—NOTES PAYABLE
The Partnership holds permanent financing secured by a first deed of trust from a major insurance company on the Shaw Villa Shopping Center. The terms of the loan were as follows: Principal — $1,500,000; Interest Rate of 9.10% fixed for five years then may be adjusted on a one time basis as of the 5th anniversary date (December 1, 2001) to the weekly average of the five-year Treasury Note yield for the seventh week prior to the adjustment date plus 250 basis points, but in no event less than 9.10%, nor to exceed the maximum rate allowed by law; amortized over 20 years; due November 1, 2006; and current monthly payments of principal, interest and property taxes of $15,532. There was no adjustment to the interest rate as of December 31, 2001; therefore, the loan remained fixed at an interest rate of 9.10%. The fair value of the note approximated $972,798 based on current lending rates which approximate industry lending rate on this type of property at this location.
The aggregate annual future maturities at December 31, 2001 are as follows:
| Years ending December 31, | Amount | |||
| 2002 | $ | 44,002 | ||
| 2003 | 48,178 | |||
| 2004 | 52,750 | |||
| 2005 | 57,755 | |||
| 2006 | 1,126,095 | |||
| Total | $ | 1,328,780 | ||
NOTE 5—FUTURE MINIMUM RENTAL INCOME
As of December 31, 2001, future minimum rental income under existing leases, excluding month to month rental agreements, that have remaining noncancelable terms in excess of one year are as follows:
| Years ending December 31, | Amount | |||
| 2002 | $ | 261,743 | ||
| 2003 | 235,590 | |||
| 2004 | 215,613 | |||
| 2005 | 212,473 | |||
| 2006 | 170,753 | |||
| Thereafter | 711,471 | |||
| Total | $ | 1,807,643 | ||
Future minimum rental income does not include lease renewals or new leases that may result after a noncancelable-lease expires.
19
ASSOCIATED PLANNERS REALTY FUND
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
NOTE 6—RELATED PARTY TRANSACTIONS
(a) In accordance with the partnership agreement, compensation earned by or services reimbursed to the General Partner consisted of the following:
| Year ended December 31, | |||||||||||||
| 2001 | 2000 | 1999 | |||||||||||
| Partnership management fees | $ | — | $ | — | $ | 21,771 | |||||||
| Administrative services: | |||||||||||||
| Data processing | 4,800 | 4,800 | 4,044 | ||||||||||
| Postage | 2,500 | 2,500 | 1,802 | ||||||||||
| Investor processing | 1,875 | 1,875 | 1,900 | ||||||||||
| Investor Communications | 1,475 | 1,475 | 1,144 | ||||||||||
| Duplication | 900 | 900 | 600 | ||||||||||
| Miscellaneous | 450 | 450 | 241 | ||||||||||
| $ | 12,000 | $ | 12,000 | $ | 31,502 | ||||||||
(b) Property management fees to West Coast Realty Management, Inc. (“WCRM”), an affiliate of the General Partner, were $17,001, $15,446 and $26,424 for 2001, 2000 and 1999.
(c) An affiliate owned an 18.8% minority interest in the two office buildings which were sold in January 1999. Distributions of $288,871 and $17,800 for 1999 and 1998 were made to the affiliate in connection with the minority interest. The minority interest in net income was $95,089 and $6,841 for 1999 and 1998.
(d) Related party accounts payable are as follows:
| December 31, | ||||||||
| 2001 | 2000 | |||||||
| West Coast Realty Advisors, Inc. | $ | 1,000 | $ | 3,000 | ||||
| West Coast Realty Management, Inc. | 1,196 | 3,875 | ||||||
| $ | 2,196 | $ | 6,875 | |||||
NOTE 7—NET INCOME AND CASH DISTRIBUTIONS PER LIMITED PARTNERSHIP
The Limited Partner cash distributions, computed in accordance with the Partnership Agreement, were as follows:
| Outstanding | Amount | |||||||||||
| Record Date Distribution | Units | Per Unit | Total | |||||||||
| June 30, 2001 | 7,499 | $ | 5.00 | $ | 37,495 | |||||||
| December 31, 2000 | 7,499 | 5.00 | 37,495 | |||||||||
| Total | $ | 74,990 | ||||||||||
| March 15, 2000 | 7,499 | 64.00 | $ | 479,936 | ||||||||
| July 31, 2000 | 7,499 | 4.00 | 29,996 | |||||||||
| Total | $ | 509,932 | ||||||||||
| February 28, 1999 | 7,499 | 20.50 | $ | 153,729 | ||||||||
| December 31, 1998 | 7,499 | 190.38 | 1,427,642 | |||||||||
| Total | $ | 1,581,371 | ||||||||||
20
ASSOCIATED PLANNERS REALTY FUND
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
The Partnership pays distributions on a semi-annual basis and at the discretion of management. The semi-annual distributions include cash distributions for the previous six months of operations.
NOTE 8—SUBSEQUENT EVENTS
On February 28, 2002 the Partnership distributed $37,495 or $5.00 per Limited Partnership unit, payable to holders of units as of December 31, 2001.
On March 12, 2002 the Partnership sold the remaining property, the Shaw Villa Shopping Center in Clovis, California to an unaffiliated buyer for $2,800,000 and received cash and a note receivable for $560,000. The note, which is secured by a second trust deed, provides for interest only at 8% on the unpaid principal balance and matures on February 1, 2004 at which time the full balance is due and payable. The terms of the note receivable include a discount of $400,000 if the borrower prepays the note in full by February 15, 2003. The note payable secured by the Clovis property was paid-off at settlement. The gain on the sale after discounting the note receivable is approximately $36,000. Proceeds from the sale of the property will be distributed in the 2nd quarter of 2002.
The General Partner plans to liquidate the Partnership after the remaining notes receivable are liquidated. There is no assurance that the Partnership will be liquidated during 2002. The financial statements do not contain any adjustments that might result from the liquidation of the Partnership.
21
| ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
None.
22
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The Partnership is managed by the General Partner. The Limited Partners have no right to participate in the management of the Partnership or its business. The General Partner is West Coast Realty Advisors, Inc., a California corporation.
Resumes of the General Partner’s principal officers and directors and a description of the General Partner are set forth in the following paragraphs. See description below.
WEST COAST REALTY ADVISORS, INC.
West Coast Realty Advisors, Inc. (“WCRA”) is a California corporation formed on May 10, 1983 for the purpose of structuring real estate programs and to act as general partner of such programs. It is a subsidiary of Associated Financial Group, Inc.
Neal Nakagiri(Born 1954) is a Director and President of West Coast Realty Advisors, Inc. Mr. Nakagiri is also President of Associated Financial Group, Inc., the parent company of the General Partner. He is also President for two other subsidiaries, Associated Securities Corp. and Associated Planners Investment Advisory, Inc. He joined the “Associated” group of companies in March 1985. He was Vice President of Compliance with Morgan, Olmstead, Kennedy & Gardner from 1984 to 1985, First Vice President and Director of Compliance with Jefferies and Co., Inc. from 1981 to 1984, Vice President and Director of Compliance at W & D Securities, Inc. from 1980 to 1983, and an Investigator with the National Association of Securities Dealers, Inc. from 1976 to 1980. He has a B.A. degree in Economics from UCLA (1976) and a J.D. from Loyola Law School of Los Angeles (1991). He is a member of the California Bar and the Compliance and Legal Division of the Securities Industry Association.
James E. Prock(Born 1935)is a Director and Vice President of West Coast Realty Advisors, Inc. Mr. Prock has been President of West Coast Realty Management, Inc., a subsidiary of Associated Financial Group, Inc., since December 1991. From 1981 until he joined Associated, Mr. Prock was President of Keystate Properties, Inc., a real estate consulting and brokerage firm providing acquisition, development and disposition management services to owners of improved and unimproved properties. His career has included executive positions in the real estate and construction industries where he managed the nationwide real estate program of International Industries, Inc. (IHOP Corp.) and directed the construction of West Coast facilities for Gulf Oil Corporation. He also managed commercial and large-scale residential real estate development operations for several joint ventures (whose partners included Lear Siegler, Atlantic Richfield Company, The Boston Company, and Lehman Brothers) as well as for Newport National Corporation and the Bergheer Company. Mr. Prock has a BE in Civil Engineering degree and an MBA from the University of Southern California.
John R. Lindsey,(Born 1946)serves as Vice President/Treasurer of West Coast Realty Advisors, Inc. He is responsible for all facets of financial management of the Associated Financial Group, Inc. Previously, Mr. Lindsey was a consultant specializing in financial services, worked for a large financial institution and performed audits and consulting assignments for Price Waterhouse Coopers. He is a Certified Public Accountant and a member of the California Society of CPAs and the American Institute of CPAs. He received a BS in Business Administration and Accounting from the University of Southern California in 1968.
23
| ITEM 10. | DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT (continued) |
Shirley J. Coria,(Born 1956)serves as Secretary of West Coast Realty Advisors, Inc. Ms. Coria is also Senior Vice President of Human Resources & Corporate Secretary of Associated Financial Group, Inc. Ms. Coria is responsible for all facets of Human Resources (both internally and for all affiliated branch offices). She also oversees all aspects of securities, insurance and investment advisory licensing and registration for those reps affiliated with Associated Securities Corp. and Associated Planners Investment Advisory, Inc. Ms. Coria holds a Bachelors of Arts degree in Social Work from California State University at Los Angeles as well as certification in Human Resource Management from UCLA. She also holds a Masters of Science degree in Human Resources Design from Claremont Graduate University.
24
ITEM 11. EXECUTIVE COMPENSATION
During its last calendar year, the Registrant paid no direct or indirect compensation to directors or officers.
The Registrant has no annuity, pension or retirement plans, or existing plan or arrangement pursuant to which compensatory payments are proposed to be made in the future to directors or officers.
| ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |
The Registrant is a limited partnership and has no officers or directors. The Registrant has no outstanding securities possessing general voting rights.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Registrant was organized in November 1985 as a California Limited Partnership. Its General Partner is WCRA. The Registrant has no executive officers or directors. An officer of the General Partner made an original limited partnership contribution to the Partnership in November 1985, which was subsequently paid back to him in March 1988 when the Partnership met its minimum funding requirement. The General Partner and its affiliates are entitled to compensation from the Partnership for the following services rendered:
| 1.For Partnership management services rendered to the Partnership, the General Partner is entitled to receive up to 10% of all distributions of cash from operations. In addition the General Partner is entitled to reimbursement for certain public offering expenses, the cost of certain personnel employed in the organization of the Partnership, and certain administrative services performed by the General Partner. For the year ended December 31, 2001 the amount paid the General Partner was $13,383. On December 31, 2001 the Partnership was indebted to WCRA for $1,000, which was paid subsequent to year-end. |
| 2.For property management services the General Partner engaged WCRM an affiliate of the General Partner. For the year ended December 31, 2001 WCRM earned property management fees of $17,001 from the Partnership. On December 31, 2001 the Partnership was indebted to WCRM for $1,196, which was paid subsequent to year-end. |
| 3.For the year ended December 31, 2001 the General Partner received a 10% allocation of operating income before depreciation of $18,698 and a 1% allocation of depreciation expense of $696. |
25
PART IV
| ITEM 14. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K |
| (a) | 1. | FINANCIAL STATEMENTS | ||
| The following financial statements of Associated Planners Realty Income Fund, a California Limited Partnership, are included inPart II, Item 8: | ||||
| Page | |||
| Report of Independent Certified Public Accountants | 10 | ||
| Balance Sheets — December 31, 2001 and 2000 | 11 | ||
| Statements of Income for the years ended December 31, 2001, 2000, and 1999 | 12 | ||
| Statements of Partners’ Equity for the years ended December 31, 2001, 2000, and 1999 | 13 | ||
| Statements of Cash Flows for the years ended December 31, 2001, 2000, and 1999 | 14 | ||
| Summary of Accounting Policies | 15-17 | ||
| Notes to Financial Statements | 18-20 | ||
| (c) | FINANCIAL STATEMENT SCHEDULES | ||
| Schedule III—Real Estate and Accumulated Depreciation | 27 | ||
| Schedule IV—Notes Receivable on Real Estate | 28 | ||
| All other schedules have been omitted because they are either not required, not applicable, or the information has been otherwise supplied. | |||
| (b) | REPORTS ON FORM 8-K | |||
| None | ||||
| (c) | EXHIBITS | |||
| None | ||||
26
| SCHEDULE III — REAL ESTATE AND ACCUMULATED DEPRECIATION | DECEMBER 31, 2001 |
Information required by Rule 12-28 is as follows
| Cost | Gross Amount at which | ||||||||||||||||||||||||
| Initial Cost | Capitalized | Carried at Close of Period | |||||||||||||||||||||||
| Subsequent to | |||||||||||||||||||||||||
| Building and | Acquisition | Building and | |||||||||||||||||||||||
| Description | Encumbrances | Land | Improvements | Improvements | Land | Improvements | |||||||||||||||||||
| Shaw Villa Shopping Center Clovis, CA | 1,368,968 | 657,924 | 551,066 | 1,645,230 | 878,646 | 1,975,574 | |||||||||||||||||||
| Total | $ | 1,368,968 | $ | 657,924 | $ | 551,066 | $ | 1,645,230 | $ | 878,646 | $ | 1,975,574 | |||||||||||||
Table Continued
| Life (Years) | ||||||||||||||||||||
| on which | ||||||||||||||||||||
| Depreciation | ||||||||||||||||||||
| is Computed | ||||||||||||||||||||
| Year | ||||||||||||||||||||
| Total | Accumulated | Construction | Date | Building and | ||||||||||||||||
| Description | Cost | Depreciation | Completed | Acquired | Improvements | |||||||||||||||
| Shaw Villa Shopping Center Clovis, CA | 2,854,220 | 552,696 | 1978 | 1-87 | 31.5-40 | |||||||||||||||
| Total | $ | 2,854,220 | $ | 552,696 | ||||||||||||||||
A reconciliation of cost for the years ending December 31, 1999, 2000, and 2001 follows:
| Balance at January 01, 1999 | $ | 7,038,072 | |||
| 1999 Additions | — | ||||
| 1999 Dispositions | (1,567,329 | ) | |||
| Balance at December 31, 1999 | $ | 5,470,743 | |||
| 2000 Additions | — | ||||
| 2000 Dispositions | (2,616,523 | ) | |||
| Balance at December 31, 2000 | $ | 2,854,220 | |||
| 2001 Additions | — | ||||
| 2001 Dispositions | — | ||||
| Balance at December 31, 2001 | $ | 2,854,220 | |||
A reconciliation of accumulated depreciation for the years ending December 31, 1999, 2000, and 2001 follows:
| Balance at January 01, 1999 | $ | 1,431,410 | |||
| 1999 Depreciation | 127,387 | ||||
| 1999 Dispositions | (473,537 | ) | |||
| Balance at December 31, 1999 | $ | 1,085,260 | |||
| 2000 Depreciation | 74,236 | ||||
| 2000 Dispositions | (676,424 | ) | |||
| Balance at December 31, 2000 | $ | 483,072 | |||
| 2001 Depreciation | 69,624 | ||||
| 2001 Dispositions | — | ||||
| Balance at December 31, 2001 | $ | 552,696 | |||
27
| SCHEDULE IV — NOTE RECEIVABLE ON REAL ESTATE | DECEMBER 31, 2001 |
Information required by Rule 12-29 is as follows
| Final | Period | Delinquent | ||||||||||||||||||
| Interest | Maturity | Payment | Prior | Face | Carrying | Principal/ | ||||||||||||||
| Description | Rate | Date | Terms | Liens | Amount | Amount | Interest | |||||||||||||
| Simi Valley, CA | 6.0% | 2/04/2004 | Monthly principal and interest of $10,492, balloon payment due 2/2004 | None | $ | 1,750,000 | $ | 1,602,848 | None | |||||||||||
A reconciliation of the note receivable for the years ended December 31, 2000, and 2001 as follows
| Balance at January 1, 2000 | $ | 0 | ||
| Simi Valley loan funded February 4, 2000 | 1,750,000 | |||
| 2000 Paydowns | (54,366 | ) | ||
| Balance at December 31, 2000 | $ | 1,695,634 | ||
| 2001 Paydowns | (92,786 | ) | ||
| Balance at December 31, 2001 | $ | 1,602,848 | ||
28
SIGNATURES
Pursuant to the requirements of the 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
ASSOCIATED PLANNERS REALTY FUND
A California Limited Partnership
(Registrant
| By: WEST COAST REALTY ADVISORS, INC. (A General Partner)) | |
| /s/ Neal E. Nakagiri | NEAL E. NAKAGIRI (President) |
| /s/ John R. Lindsey | JOHN R. LINDSEY (Vice President/Treasurer) |
Date: March 30, 2002
29
