Associated Planners Realty Fund 10-Q 2002 Q2 Quarterly report

FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period endedJune 30, 2002

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 number0-16805

ASSOCIATED PLANNERS REALTY FUND

(Exact name of registrant as specified in its charter)

CALIFORNIA	95-4036980
(State or other Jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

5933 W. CENTURY BLVD., SUITE 900
LOS ANGELES, CALIFORNIA 90045

(Address of principal executive offices)
(Zip Code)

(310) 670-0800

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year,
if changed since last report)

     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 [  ]

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TABLE OF CONTENTS

PART I — FINANCIAL INFORMATION
		STATEMENT OF NET ASSETS IN LIQUIDATION
		BALANCE SHEET
		STATEMENT OF CHANGES IN NET ASSETS IN LIQUIDATION FOR THE PERIOD FROM APRIL 1, 2002 THROUGH JUNE 30, 2002
		STATEMENT OF INCOME
		STATEMENT OF PARTNERS’ EQUITY
		STATEMENT OF CASH FLOWS
		SUMMARY OF ACCOUNTING POLICIES
		NOTES TO FINANCIAL STATEMENTS
	ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
PART II — OTHER INFORMATION
	ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
SIGNATURES
EXHIBIT 99.1

ASSOCIATED PLANNERS REALTY FUND

INDEX

PART I — FINANCIAL INFORMATION

		PAGE NO.
Item 1.	Financial Statements
	Statement of Net Assets in Liquidation — June 30, 2002	3
	Balance Sheet — December 31, 2001	4
	Statement of Changes in Net Assets in Liquidation — For the period April 1, 2002 through June 30, 2002	5
	Statement of Income — Three and Six Months Ended June 30, 2001	6
	Statement of Partners’ Equity — Six Months Ended June 30, 2001	7
	Statement of Cash Flow — Six Months Ended June 30, 2001	8
	Summary of Accounting Policies	9
	Notes to Financial Statements	11
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
PART II  —  OTHER INFORMATION
Item 6.	Exhibits and Reports on Form 8-K	16

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ASSOCIATED PLANNERS REALTY FUND
(A CALIFORNIA LIMITED PARTNERSHIP)

STATEMENT OF NET ASSETS IN LIQUIDATION
AND PARTNERS’ EQUITY

			June 30, 2002
			(Unaudited)
ASSETS
Cash and cash equivalents			$	302,511
Note receivable (Note 3)				1,554,330
TOTAL ASSETS IN LIQUIDATION				1,856,841
LIABILITIES
Accounts payable				23,075
Related party (Note 4(d))				3,000
TOTAL LIABILITIES IN LIQUIDATION				26,075
NET ASSETS IN LIQUIDATION			$	1,830,766
PARTNERS’ EQUITY
Limited partners:
		$1,000 stated value per unit — authorized 7,500 units; issued and outstanding 7,499	$	1,667,024
	General partner			163,742
TOTAL PARTNERS’ EQUITY			$	1,830,766

See accompanying notes to financial statements

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ASSOCIATED PLANNERS REALTY FUND
(A CALIFORNIA LIMITED PARTNERSHIP)

BALANCE SHEET

				December 31, 2001
				(Audited)
ASSETS
	Rental real estate held for sale, less accumulated depreciation (Note 2)			$	2,301,524
	Cash and cash equivalents				257,554
	Note receivable (Note 3)				1,602,848
	Other assets				21,443
TOTAL ASSETS				$	4,183,369
LIABILITIES AND PARTNERS’ EQUITY
LIABILITIES
	Accounts payable:
			Trade	$	30,000
			Related party (Note 4(d))		2,196
	Note payable				1,328,780
	Security deposits and prepaid rent				12,399
	Other liabilities				11,755
TOTAL LIABILITIES					1,385,130
PARTNERS’ EQUITY
	Limited partners:
		$1,000 stated value per unit — authorized 7,500 units; issued and outstanding 7,499			2,643,243
	General partner				154,996
TOTAL PARTNERS’ EQUITY					2,798,239
TOTAL LIABILITIES AND PARTNERS’ EQUITY				$	4,183,369

See accompanying notes to financial statements.

4

ASSOCIATED PLANNERS REALTY FUND
(A CALIFORNIA LIMITED PARTNERSHIP)

STATEMENT OF CHANGES IN NET ASSETS IN LIQUIDATION
FOR THE PERIOD FROM APRIL 1, 2002 THROUGH JUNE 30, 2002
(UNAUDITED)

Interest income	$	25,842
General and administrative expenses		24,141
Net income for the period		1,701
Net assets at March 31, 2002		2,818,933
Less: Distributions		989,868
Net assets at June 30, 2002	$	1,830,766

See accompanying notes to financial statements.

5

ASSOCIATED PLANNERS REALTY FUND
(A CALIFORNIA LIMITED PARTNERSHIP)

STATEMENT OF INCOME

		Three Months		Six Months
		Ended		Ended
		June 30, 2001		June 30, 2001
		(Unaudited)		(Unaudited)
REVENUES
	Rental (Note 2)	$	89,899	$	180,452
	Interest		26,114		52,439
			116,013		232,891
COSTS AND EXPENSES
	Operating		6,255		17,260
	Property taxes		5,817		11,593
	Property management fees (Note 4(c))		4,444		8,754
	General and administrative		16,709		38,557
	Depreciation and amortization		17,406		34,812
	Interest expense		30,773		61,770
			81,404		172,746
NET INCOME		$	34,609	$	60,145
NET INCOME PER LIMITED PARTNERSHIP UNIT(Note 5)		$	3.94	$	6.80

See accompanying notes to financial statements.

6

ASSOCIATED PLANNERS REALTY FUND
(A CALIFORNIA LIMITED PARTNERSHIP)

STATEMENT OF PARTNERS’ EQUITY

SIX MONTHS ENDED JUNE 30, 2001
(UNAUDITED)

						Limited Partners			General
	Total			Units		Amount			Partner
BALANCE AT DECEMBER 31, 2000	$	2,755,861			7,499	$	2,618,867		$	136,994
Net income		60,145			—		50,998			9,147
Distributions to limited partners		(37,495	)		—		(37,495	)		—
BALANCE AT JUNE 30, 2001	$	2,778,511			7,499	$	2,632,370		$	146,141

See accompanying notes to financial statements.

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ASSOCIATED PLANNERS REALTY FUND
(A CALIFORNIA LIMITED PARTNERSHIP)

STATEMENT OF CASH FLOWS

		Six Months
		Ended
		June 30, 2001
		(Unaudited)
INCREASE IN CASH AND CASH EQUIVALENTS
CASH FLOW FROM OPERATING ACTIVITIES:
Net income		$	60,145
Adjustments to reconcile net income to net cash provided by operating activities:
	Depreciation		34,812
Increase (decrease) from changes in:
	Other assets		(8,590	)
	Accounts payable		(12,720	)
	Security deposits and prepaid rent		2,261
	Other liabilities		(58	)
NET CASH PROVIDED BY OPERATING ACTIVITIES			75,850
CASH FLOWS PROVIDED BY INVESTING ACTIVITIES:
	Principal payments from notes receivable		45,699
NET CASH PROVIDED BY INVESTING ACTIVITIES			45,699
CASH FLOWS USED IN FINANCING ACTIVITIES:
	Repayment of note payable		(19,639	)
	Distributions to limited partners		(37,495	)
NET CASH USED IN FINANCING ACTIVITIES			(57,134	)
NET INCREASE IN CASH AND CASH EQUIVALENTS			64,415
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD			113,192
CASH AND CASH EQUIVALENTS AT END OF PERIOD		$	177,607
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
	Cash paid during the period for interest	$	61,919

See accompanying notes to financial statements.

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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

In connection with the sale of the Partnership’s last property, the Partnership adopted the liquidation basis of accounting effective March 31, 2002. Under this basis of accounting assets and liabilities are stated at their estimated net realizable value.

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.

STATEMENT OF CASH FLOWS

For the purposes of the statement 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.

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 Partners’ equity except those due to investments by owners and distribution to owners. The Partnership does not have any components of comprehensive income for the three or six months ended June 30, 2001.

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ASSOCIATED PLANNERS REALTY FUND
(A CALIFORNIA LIMITED PARTNERSHIP)

SUMMARY OF ACCOUNTING POLICIES

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.

ACCOUNTING PRONOUNCEMENTS ISSUED BUT NOT YET ADOPTED

In April 2002, the FASB issued SFAS No. 145, Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections. This statement eliminates the current requirement that gains and losses on debt extinguishment must be classified as extraordinary items in the income statement. Instead, such gains and losses will be classified as extraordinary items only if they are deemed to be unusual and infrequent, in accordance with the current GAAP criteria for extraordinary classification. In addition, SFAS 145 eliminates an inconsistency in lease accounting by requiring that modifications of capital leases that result in reclassification as operating leases be accounted for consistent with sale-leaseback accounting rules. The statement also contains other nonsubstantive corrections to authoritative accounting literature. The changes related to debt extinguishment will be effective for fiscal years beginning after May 15, 2002, and the changes related to lease accounting will be effective for transactions occurring after May 15, 2002. Adoption of this standard will not have any immediate effect on the Partnership’s financial statements.

In June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities, which addresses accounting for restructuring and similar costs. SFAS No. 146 supersedes previous accounting guidance, principally Emerging Issues Task Force (EITF) Issue No. 94-3. The Partnership will adopt the provisions of SFAS No. 146 for restructuring activities initiated after December 31, 2002. SFAS No. 146 requires that the liability for costs associated with an exit or disposal activity be recognized when the liability is incurred. Under EITF No. 94-3, a liability for an exit cost was recognized at the date of a company’s commitment to an exit plan. SFAS No. 146 also establishes that the liability should initially be measured and recorded at fair value. Accordingly, SFAS No. 146 may affect the timing of recognizing future restructuring costs as well as the amount recognized.

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ASSOCIATED PLANNERS REALTY FUND
(A CALIFORNIA LIMITED PARTNERSHIP)

NOTES TO FINANCIAL STATEMENTS

THREE AND SIX MONTHS ENDED JUNE 30, 2002 AND 2001 (UNAUDITED)
AND YEAR ENDED DECEMBER 31, 2001

NOTE 1 — PRESENTATION OF INTERIM INFORMATION

In the opinion of the General Partner of Associated Planners Realty Fund (the “Partnership”), the accompanying unaudited financial statements include all normal adjustments considered necessary to present fairly the financial position as of June 30, 2002, and the results of operations and cash flows for the three and six months ended June 30, 2001. Interim results are not necessarily indicative of results for a full year.

The financial statements and notes are presented as permitted by Form 10-Q, and do not contain certain information included in the Partnership’s audited financial statements and notes for the fiscal year ended December 31, 2001.

NOTE 2 — RENTAL REAL ESTATE HELD FOR SALE

On March 12, 2002 the Partnership sold its 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 payable secured by the Clovis property was paid-off at settlement. The terms of the note receivable included a discount of $400,000 if the borrower prepaid the note in full by February 15, 2003. The note receivable was paid-off at the discounted balance of $160,000 on April 19, 2002. The gain on the sale after discounting the note receivable was $36,324.

A significant portion of the Partnership’s rental revenue was earned from tenants whose individual rents represented more than 10% of total rental revenue. Three tenants accounted for 50%, 13% and 11%, respectively, for the six months ended June 30, 2001. There was no rental revenue for the three months ended June 30, 2002 because the Partnership did not own any properties during that period.

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% 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. The receivable balance was $1,554,330 as of June 30, 2002.

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ASSOCIATED PLANNERS REALTY FUND
(A CALIFORNIA LIMITED PARTNERSHIP)

NOTES TO FINANCIAL STATEMENTS

THREE AND SIX MONTHS ENDED JUNE 30, 2002 AND 2001 (UNAUDITED)
AND YEAR ENDED DECEMBER 31, 2001 (continued)

NOTE 4 — RELATED PARTY TRANSACTIONS

(a) For management services rendered to the Partnership, the General Partner is entitled to receive 10% of all distributions of cash from operations. These amounts totaled $0 for the three months ended June 30, 2002 and $0 for the three and six month periods ended June 30, 2001.

(b) For administrative services provided to the Partnership, the General Partner is entitled to reimbursement for the cost of certain personnel and relevant expenses. These amounts totaled $3,000 for the quarter ended June 30, 2002 and $3,000 and $6,000 for the three and six months ended June 30, 2001, respectively.

(c) Property management fees incurred, in accordance with the Partnership Agreement, to West Coast Realty Management, Inc., an affiliate of the corporate General Partner, totaled $0 for the quarter ended June 30, 2002 and $4,444 and $8,754 for the three and six months ended June 30, 2001, respectively.

(d) Related party accounts payable are as follows:

	June 30,		December 31,
	2002		2001
West Coast Realty Advisors, Inc.	$	3,000	$	1,000
West Coast Realty Management, Inc.		—		1,196
	$	3,000	$	2,196

NOTE 5 — NET INCOME AND CASH DISTRIBUTIONS PER LIMITED PARTNERSHIP UNIT

The Net Income per Limited Partnership Unit was computed in accordance with the partnership agreement using the weighted average number of outstanding limited partnership units of 7,499 for 2002 and 2001.

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ASSOCIATED PLANNERS REALTY FUND
(A CALIFORNIA LIMITED PARTNERSHIP)

NOTES TO FINANCIAL STATEMENTS

THREE AND SIX MONTHS ENDED JUNE 30, 2002 AND 2001 (UNAUDITED)
AND YEAR ENDED DECEMBER 31, 2001 (continued)

NOTE 5 — NET INCOME AND CASH DISTRIBUTIONS PER LIMITED PARTNERSHIP UNIT (continued)

The Limited Partner cash distributions, computed in accordance with the Partnership Agreement, for the period January 1, 2001 through June 30, 2002 were as follows:

		Outstanding		Amount		Total
Record Date	Distribution Date	Units		Per Unit		Distribution
March 31, 2002	April 30, 2002		7,499	$	132.00	$	989,868
December 31, 2001	February 28, 2002		7,499		5.00		37,495
June 30, 2001	August 3, 2001		7,499		5.00		37,495
December 31, 2000	February 15, 2001		7,499		5.00		37,495
Total						$	1,102,353

NOTE 6 — LIQUIDATION OF PARTNERSHIP

The General Partner plans to liquidate the Partnership after the remaining note receivable is collected. There is no assurance that the Partnership will be liquidated during 2002.

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ASSOCIATED PLANNERS REALTY FUND
(A CALIFORNIA LIMITED PARTNERSHIP)

ITEM 2. MANAGEMENT’S 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.

Introduction

Associated Planners Realty Fund (the “Partnership”) was organized in November 1985, under the California Revised Limited Partnership Act. The Partnership began offering units for sale on March 28, 1986. As of December 27, 1987, the Partnership had raised $7,499,000 in gross capital contributions. The Partnership netted approximately $6,720,000 after sales commissions and syndication costs.

The Partnership was organized for the purpose of investing in, holding, and managing improved, leveraged income-producing property, such as residential property, office buildings, commercial buildings, industrial properties, and shopping centers. The Partnership intended to own and operate such properties for investment over an anticipated holding period of approximately five to ten years.

The Partnership’s principal investment objectives were to invest in rental real estate 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 during the early years of property operations, 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 ownership and operation of any income-producing real estate is subject to those risks inherent in all real estate investments, including national and local economic conditions, the supply and demand for similar types of properties, competitive marketing conditions, zoning changes, possible casualty losses, increases in real estate taxes, assessments, and operating expenses, as well as others.

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ASSOCIATED PLANNERS REALTY FUND
(A CALIFORNIA LIMITED PARTNERSHIP)

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Introduction (Continued)

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 West Coast Realty Advisors, Inc., the General Partner.

Results of Operations

Comparisons of operations for the three months ended June 30, 2002 to the corresponding period of the prior fiscal year are not meaningful due to the sale of the Partnership’s last remaining property. As discussed in the Summary of Accounting Policies located in the financial statements, the Partnership is no longer engaged in the conduct of business and operates for the sole purpose of liquidating its assets. Since March 31, 2002 the Partnership’s financial statements have been reported in accordance with the liquidation basis of accounting.

Liquidity and Capital Resources

During the six months ended June 30, 2002, the Partnership made distributions to the limited partners totaling $1,027,363, of which $976,219 constituted a return of capital. Proceeds from the sale of the Shaw Villa Shopping Center were distributed in a special cash distribution to holders of units as of March 31, 2002 in April 2002. During the six months ended June 30, 2001, the Partnership made distributions to the limited partners totaling $37,495 of which $16,079 constituted a return of capital. Management uses cash as its primary measure of the Partnership’s liquidity.

The Partnership sold its remaining property, the Shaw Villa Shopping Center, on March 12, 2002. The note receivable taken in connection with this sale was paid-off on April 19, 2002 and the proceeds from the sale were distributed to the limited partners on April 30, 2002. When the note receivable taken in connection with the sale of the Simi Valley property is liquidated, the net proceeds will be distributed to the limited and general partners in accordance with the partnership agreement, and the partnership will then be terminated and dissolved. There is no assurance that the partnership will be liquidated during 2002.

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ASSOCIATED PLANNERS REALTY FUND
(A CALIFORNIA LIMITED PARTNERSHIP)

PART II

OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Information required under this section has been included in the financial statements.

Number		Description
	99.1	Certification of Chief Executive Officer and Chief Financial Officer.

(b)	Reports on Form 8-K
	None

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ASSOCIATED PLANNERS REALTY FUND
(A CALIFORNIA LIMITED PARTNERSHIP)

SIGNATURES

Pursuant to the requirements of section 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: August 14, 2002

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