SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________________ FORM 10-Q/A AMENDMENT TO GENERAL FORM FOR REGISTRATION OF SECURITIES Filed pursuant to Section 12(g) THE SECURITIES EXCHANGE ACT OF 1934 ASSOCIATED PLANNERS REALTY FUND (Exact name of registrant as specified in its charter) AMENDMENT NO. 1 File No. 0-16805 The undersigned Registrant hereby amends the following items, financial statements, exhibits or other portions of its General Form for Registration of Securities on Form 10-Q as set forth in the pages attached hereto: 10-Q for the Quarter ending June 30, 1995 Item 1 and 2 Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment to be signed on its behalf by the undersigned thereunto duly authorized. ASSOCIATED PLANNERS REALTY FUND (Registrant) Date: By: West Coast Realty Advisors, Inc. (General Partner) By: Michael G. Clark, Vice President/Treasurer ASSOCIATED PLANNERS REALTY FUND (A California Limited Partnership) ITEM 1. FINANCIAL STATEMENTS In the opinion of the General Partner of Associated Planners Realty Fund (the "Partnership"), all adjustments necessary for a fair presentation of the Partnership's results for the three and six months ended June 30, 1995 and 1994, have been made in the following financial statements. All adjustments are of a normal, recurring nature. However, such financial statements are unaudited and are subject to any year-end adjustments that may be necessary. BALANCE SHEETS June 30, 1995 (Unaudited) and December 31, 1994 June 30, December 31, 1995 1994 (Unaudited) ASSETS RENTAL REAL ESTATE, net of accumulated depreciation (Note 2) $4,526,324 $5,982,471 CASH AND CASH EQUIVALENT 1,596,325 36,227 CONSTRUCTION IN PROGRESS 819,901 68,411 INVESTMENT-GOVERNMENT SECURITIES ACCOUNT --- 55,554 OTHER ASSETS 50,504 112,713 $6,993,054 $6,255,376 LIABILITIES AND PARTNERS' EQUITY CONSTRUCTION LOAN PAYABLE 672,675 --- ACCOUNTS PAYABLE 8,880 24,757 SECURITY DEPOSITS AND PREPAID RENT 30,839 20,103 TOTAL LIABILITIES 712,394 44,860 MINORITY INTEREST 221,087 224,618 COMMITMENTS AND CONTINGENCIES (Note 5) PARTNERS' EQUITY: Limited Partner: $1,000 stated value per unit; authorized 7,500 units; issued - 7,499 5,699,262 5,653,977 General Partner: 360,311 331,921 TOTAL PARTNERS EQUITY 6,059,573 5,985,898 $6,993,054 $6,255,376 [FN] See accompanying notes to financial statements. ASSOCIATED PLANNERS REALTY FUND (A California Limited Partnership) STATEMENTS OF PARTNERS' EQUITY Six Months Ended June 30, 1995 (Unaudited) Limited Partners General Total Units Amount Partner BALANCE, December 31, 1994 $5,985,898 7,499 $5,653,977 $331,921 Net income 223,755 --- 195,365 28,390 Distributions to limited partners (150,080) --- (150,080) --- BALANCE, June 30, 1995 $6,059,573 7,499 $5,699,262 $360,311 Six Months Ended June 30, 1994 (Unaudited) Limited Partners General Total Units Amount Partner BALANCE, December 31, 1993 $6,116,709 7,499 $5,819,311 $297,398 Net income 106,652 --- 89,019 17,633 Distributions to limited partners (183,725) --- (183,725) --- BALANCE, June 30, 1994 $6,039,636 7,499 $5,724,605 $315,031 [FN] See accompanying notes to financial statements. ASSOCIATED PLANNERS REALTY FUND (A California Limited Partnership) STATEMENTS OF INCOME Three and Six Months Ended June 30, 1995 and 1994 (Unaudited) Three MonthsThree Months Six Months Six Months Ended Ended Ended Ended June 30, June 30, June 30, June 30, 1995 1994 1995 1994 (Unaudited) (Unaudited) (Unaudited) (Unaudited) REVENUES: Rental $152,753 $190,699 $341,771 $374,891 Gain on sale of property 116,749 --- 116,749 --- Interest 9,845 1,617 10,625 3,094 279,347 192,316 469,145 377,985 COSTS AND EXPENSES: Operating 30,371 30,993 87,168 84,002 Property taxes 10,927 15,281 24,924 29,930 Property management fees 6,836 9,552 16,793 18,761 Unrealized (gain) loss in government securities --- 2,195 (98) 4,666 General and administrative 23,830 37,181 46,249 57,405 Depreciation 30,591 35,373 66,823 70,746 102,555 130,575 241,859 265,510 LESS MINORITY INTEREST IN NET INCOME (LOSS) OF JOINT VENTURE (1,502) (3,162) (3,531) (5,823) NET INCOME $175,290 $58,579 $223,755 $106,652 NET INCOME PER LIMITED PARTNERSHIP UNIT $20.67 $6.61 $26.05 $11.87 [FN] See accompanying notes to financial statements. ASSOCIATED PLANNERS REALTY FUND (A California Limited Partnership) STATEMENTS OF CASH FLOWS Six Months Ended June 30, 1995 and 1994 (Unaudited) Six Months Six Months Ended Ended June 30, June 30, 1995 1994 (Unaudited) (Unaudited) Cash flows from operating activities: Net income $223,755 $106,652 Adjustment to reconcile net income to net cash provided by operating activities: Depreciation 66,823 70,746 Proceeds from sale of investment in government securities account 55,652 8,596 Unrealized loss (gain) - investment in government securities (98) 4,666 Minority interest in net income (loss) (3,531) (5,823) Gain on sale of property (116,749) --- Increase (decrease) from changes in: Other assets 62,209 (12,646) Accounts payable (15,877) (47,288) Security deposits 10,736 723 Net cash provided by operating activities 282,920 125,626 Cash flows provided by investing activities: Furniture & fixture additions (11,746) --- Construction in progress (751,490) --- Proceeds from sale of property 1,517,819 --- Net cash provided by investing activities 754,583 --- Cash flows provided by (used in) financing activities: Construction loan proceeds 672,675 --- Distributions to limited partners (150,080) (183,725) Distributions to minority interest --- (1,236) Net cash provided by (used in) financing activities 522,595 (184,961) Net increase (decrease) in cash & cash equivalent 1,560,098 (59,335) Cash and cash equivalents at beginning of period 36,227 139,748 Cash and cash equivalents at end of period $1,596,325 $80,413 [FN] See accompanying notes to financial statements. 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 for the purpose of acquiring and operating real estate. Basis of Presentation The consolidated 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 consolidated financial statements include the accounts of Associated Planners Realty Fund and all joint ventures in which it has a majority interest. All adjustments necessary for the fair presentation of the financial statements have been recorded and are of normal recurring entries in nature. Rental Real Estate Assets are stated at cost. Depreciation is computed using the straight-line method over estimated useful lives ranging from five to 35 years for financial reporting purposes and five to 40 years for income tax purposes. Rental Income Rental income is recognized when the amount is due and payable under the terms of a lease agreement. Investment in Government Securities Investment in Government Securities, which represent trading securities, are accounted for in accordance with SFAS No. 115. The difference between historical cost and market value are reported as unrealized gains or losses in the statement of income. Statements of Cash Flows For the purpose 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. Reclassification Certain amounts in the 1995 financial statements have been reclassified for comparative purposes. ASSOCIATED PLANNERS REALTY FUND (A California Limited Partnership) NOTES TO FINANCIAL STATEMENTS Three and Six Months Ended June 30, 1995 and 1994 (Unaudited) and Year Ended December 31, 1994 Note 1 - Nature of Partnership Business Associated Planners Realty Fund, a California limited partnership (the "Fund"), was formed on November 19, 1985 under the Revised Limited Partnership Act of the State of California for the purpose of acquiring and operating real estate. The Fund did not begin operations until 1986. Under the terms of the partnership agreement, the General Partner is entitled to cash distributions and net income allocations varying from 1% for depreciation allocations to 15% of cash and income after the limited partners have received cash distributions equal to their initial cash investment plus a cumulative 8% return. The General Partner is also entitled to cash distributions and net income allocations of 10% from ongoing partnership operations. Further, the General Partner receives acquisition fees for locating and negotiating the purchase of rental real estate and management fees for operating the Partnership. The Partnership currently has interests in four rental real estate properties. Two are wholly-owned and two are jointly owned by the Partnership (81.2%) and an affiliate (18.8%) (Note 2). The affiliate's interests have been reflected as minority interests. ASSOCIATED PLANNERS REALTY FUND (A California Limited Partnership) NOTES TO FINANCIAL STATEMENTS Three and Six Months Ended June 30, 1995 and 1994 (Unaudited) and Year Ended December 31, 1994 (Continued) Note 2 - Rental Real Estate As of June 30, 1995 and December 31, 1994, the Fund's net real estate investment is as follows: June 30, December 31, 1995 1994 Land $2,001,428 $2,644,667 Buildings and Improvements 3,439,174 4,418,832 5,440,602 7,063,499 Less Accumulated Depreciation 914,278 1,081,028 Net Real Estate Investment $4,526,324 $5,982,471 On May 15, 1995, the Shurgard Mini-Warehouse Facility located at 11315 Meridian South, Puyallup, Washington was sold to Shurgard Storage Centers, Inc. ("the Buyer"). The gross sales price was $1,550,000, although the Partnership received $1,510,976 in net proceeds as a result of the transaction. This net proceeds amount is calculated as the gross sale price of $1,550,000 less $23,486 in excise taxes paid to the State of Washington, less $4,332 in miscellaneous escrow closing costs, less $11,206 in prepaid user rents, net of rent receivable and property taxes, attributable to the Partnership. Net sales proceeds for tax reporting purposes are $1,522,182. The amount of consideration received from the sale of the building was arrived at through an arms-length negotiation process with the Buyer. The sale was consummated for all cash without the use of seller provided financing, or other installment sale techniques. The Buyer of the property is an affiliate of the original seller of the property that the Partnership acquired the property from in 1987. ASSOCIATED PLANNERS REALTY FUND (A California Limited Partnership) NOTES TO FINANCIAL STATEMENTS Three and Six Months Ended June 30, 1995 and 1994 (Unaudited) and Year Ended December 31, 1994 (Continued) Note 3 - Related Party Transactions (a) For Partnership management services rendered to the Partnership, the General Partner is entitled to receive 10% of all distributions of cash from operations. These amounts totaled $8,332 for the quarter ended June 30, 1995 and $9,999 for the quarter ended June 30, 1994, and $16,664 for the six months ended June 30, 1995 and $20,414 for the six months ended June 30, 1994. (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 $6,000 for the six months ended June 30, 1995 and June 30, 1994 and $3,000 for the three months ended June 30, 1995 and June 30 1994. (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 $6,836 for the quarter ended June 30, 1995 and $9,552 for the quarter ended June 30, 1994, $16,793 for the six months ended June 30, 1995 and $18,761 for the six months ended June 30, 1994. Note 4 - Net Income and Cash Distributions Per Limited Partnership Unit The Net Income per Limited Partnership Unit was computed in accordance with the Partnership Agreement on the basis of weighted quarterly average number of outstanding Limited Partnership Units. Cash distributions of $10.00 per unit, paid on February 3, 1995 are reflected for the 7,499 units outstanding at December 31, 1994 and $12.50 per unit, paid on February 9, 1994 are reflected for 7,499 units outstanding at December 31, 1993. ASSOCIATED PLANNERS REALTY FUND (A California Limited Partnership) NOTES TO FINANCIAL STATEMENTS Three and Six Months Ended June 30, 1995 and 1994 (Unaudited) and Year Ended December 31, 1994 (Continued) Note 5 - Construction in Progress and Construction Loan Payable 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. The purchase was financed using $23,602 in cash, and the remainder by a one year construction loan from Valliwide Bank of Fresno. The loan bears interest at 2% over the bank's prime rate. The total construction loan commitment is for $1,365,000. The construction loan amortization is interest only with payments via additional draws against this loan. Total construction costs incurred as of June 30, 1995 were $819,901, while borrowings on the construction loan were $672,675. Included in construction costs is $22,278 in construction loan interest that was capitalized. Note 6 - Subsequent Events The Partnership distributed $1,506,960 (ranging from $182.69 to $207.39 per unit) on July 7, 1995 to Limited Partners of record as of June 30, 1995. On August 2, 1995, Wherehouse Entertainment, Inc. ("Wherehouse") filed for relieve through Chapter 11 Bankruptcy protection. The Wherehouse is a major tenant of the Shaw Villa Shopping Center in Clovis, California. In the interim, the Partnership expects that Merrill Lynch, which controls over 90% of the Wherehouse, will work diligently to resolve its debt restructuring problems. Nevertheless, the Partnership has elected to take a cautious approach until more reliable information is obtained. ASSOCIATED PLANNERS REALTY FUND (A California Limited Partnership) ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 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 intends 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 are to invest in rental real estate properties which will: (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, and increases in real estate taxes, assessments, and operating expenses, as well as others. ASSOCIATED PLANNERS REALTY FUND (A California Limited Partnership) ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (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 Operations for the quarter ended June 30, 1995, reflect an entire period of operations for the Partnership's properties. Rental revenue for the three and six months ended June 30, 1995 decreased from that for the three and six months ended June 30, 1994 by $37,946 and $33,120, respectively, due to the continued vacancy of the single tenant Santa Fe Business Park Building. Costs and expenses related to the properties operation decreased for the three and six months ended June 30, 1995 vs. the three and six months ended June 30, 1994 by $25,016 and $16,589, respectively, primarily due to decreased property taxes, property management fees and depreciation expense attributable to the single tenant Sante Fe Business Park building vacancy and the sale of the Puyallup, Washington mini-warehouse building to Shurgard Storage Centers Inc. in May 1995. The Partnership generated $290,578 in income from operations before depreciation of $66,823 for the six months ended June 30, 1995 compared to $177,398 in income from operatons before depreciation of $70,746 for the six months ended June 30, 1994. This increase is primarily attributable to the gain on the sale of the Puyallup, Washington mini-warehouse building in May 1995. The Partnership is currently attemting to rent space or sell the single tenant Sante Fe Business Park Building, (179 Calle Magdalena), which has been unoccupied since December 1993. The Partnership is experiencing a net negative $4,000 cash flow per quarter as a result of the vacancy. ASSOCIATED PLANNERS REALTY FUND (A California Limited Partnership) ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) On May 15, 1995, the Shurgard Mini-Warehouse Facility located at 11315 Meridian South, Puyallup, Washington was sold to Shurgard Storage Centers, Inc. ("the Buyer"). The gross sales price was $1,550,000, although the Partnership received $1,510,976 in net proceeds as a result of the transaction. This net proceeds amount is calculated as the gross sale price of $1,550,000 less $23,486 in excise taxes paid to the State of Washington, less $4,332 in miscellaneous escrow closing costs, less $11,206 in prepaid user rents, net of rent receivable and property taxes, attributable to the Partnership. Net sales proceeds for tax reporting purposes are $1,522,182. The amount of consideration received from the sale of the building was arrived at through an arms-length negotiation process with the Buyer. The sale was consummated for all cash without the use of seller provided financing, or other installment sale techniques. The Buyer of the property is an affiliate of the original seller that the Partnership acquired the property from in 1987. The Partnership distributed $1,506,960 (ranging from $182.69 to $207.39 per unit) of the proceeds from the sale of the Puyallup, Washington mini-warehouse property on July 7, 1995 to the Limited Partners of record as of June 30, 1995. On August 2, 1995, Wherehouse Entertainment, Inc. ("Wherehouse") filed for relief through Chapter 11 Bankruptcy protection. The Wherehouse is a major tenant of the Shaw Villa Shopping Center in Clovis, California. In the interim, the Partnership expects that Merrill Lynch, which controls over 90% of the Wherehouse, will work diligently to resolve its debt restructuring problems. Management expects that the Wherehouse will continue to make monthly rent payments on the Shaw Villa Shopping Center property since this site has proven to be profitable to the Wherehouse. Nevertheless, the Partnership has elected to take a cautious approach until more reliable information is obtained. ASSOCIATED PLANNERS REALTY FUND (A California Limited Partnership) ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) Liquidity and Capital Resources During the six months ended June 30, 1995, $282,920 in cash was provided by operating activities. This resulted from cash basis income of $290,578 from operations (net income plus depreciation expense) plus $55,652 in proceeds received from the liquidation of the government securities account and $62,209 decrease in other assets (primarily due to the reclassification of deposits used in the construction in progress of the Shaw Villa property) and a $10,736 increase in security deposits and prepaid rents (due to prepaid rents received prior to June 30, 1995 which was not received prior to December 31, 1994). These positive operating cash flows were offset by a $116,749 gain on the sale of the Puyallup, Washington mini-warehouse property and $15,877 decrease in accounts payable (attributable to normal decrease in trade payables). Cash provided by investing activities totalled $754,583 for the six months ended June 30, 1995 of which $1,517,819 was from proceeds received in connection with the sale of the mini-warehouse property in Puyallup, Washington, offset by $751,490 in costs pertaining to the construction in progress of the Shaw Villa property and $11,746 relating to furniture and fixture additions. Cash provided by financing activities totalled $522,595 for the six months ended June 30, 1995 of which $672,675 was loan proceeds received in connection with the construction in progress of the Shaw Villa property offset by $150,080 in distributions paid to the limited partners. 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. The purchase was financed using $23,602 in cash, with the remainder paid for by a one year construction loan from Valliwide Bank of Fresno. The loan bears interest at 2% over the bank's prime rate. The total construction loan commitment is $1,365,000. The construction loan is interest only with payments via additional draws against this loan. Total construction costs incurred as of June 30, 1995 were $819,901, while borrowings on the construction loan were $672,675. Included in total construction costs is $22,278 capitalized interest. ASSOCIATED PLANNERS REALTY FUND (A California Limited Partnership) ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) On August 2, 1995, Wherehouse Entertainment, Inc. ("Wherehouse") filed for relief through Chapter 11 Bankruptcy protection. The Wherehouse is a major tenant of the Shaw Villa Shopping Center in Clovis, California. In the interim, the Partnership expects that Merrill Lynch, which controls over 90% of the Wherehouse, will work diligently to resolve its debt restructuring problems. Management expects that the Wherehouse will continue to make monthly rent payments on the Shaw Villa Shopping Center property since this site has proven to be profitable for the Wherehouse. Nevertheless, the Partnership has elected to take a cautious approach until more reliable information is obtained. Construction at the shopping center is expected to be completed in two phases. First, 4,000 square feet of additional space will be erected on the new parcel, contiguous to an existing building at Shaw Villa. This construction was completed on June 15, 1995 and the Wherehouse moved into this space. The space previously occupied by the Wherehouse will then be remodeled and expanded by approximately 3,800 more square feet, for a total of 8,200 square feet. This construction is expected to be completed by September 15, 1995. The Wherehouse will then be relocated to the remodeled space, and the Partnership will attempt to lease the new 4,000 square foot space. This additional work is expected to enhance the value of the parcel and operating cash flows in the long run. The construction loan is expected to be replaced by permanent financing in December 1995. The Partnership has already received a commitment from a major insurance company to replace the construction loan with a twenty year loan. The Partnership's cash reserve is invested primarily in a liquid money market mutual fund, earning interest at market rates, and a managed Government Securities account. The money market fund is invested to provide stability and safety of principal, competitive interest rates, and quick availability of funds, in that order of importance. ASSOCIATED PLANNERS REALTY FUND (A California Limited Partnership) S I G N A T U R E S Pursuant to the requirements 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) Date: ____________________ By: WEST COAST REALTY ADVISORS, INC. A California Corporation, General Partner William T. Haas Director and Executive Vice President Secretary Date: ____________________ Michael G. Clark Vice President / Treasurer