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 ended MARCH 31, 1996
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
(Exact name of registrant as specified in its charter)
CALIFORNIA 95-4036980
(State or other Jurisdiction of (I.R.S. Employer
incorporation or organization) 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
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 months ended March 31, 1996 and 1995, have
been made in the following financial statements which are of normal recurring
entries in nature. However, such financial statements are unaudited and are
subject to any year-end adjustments that may be necessary.
ASSOCIATED PLANNERS REALTY FUND
(A CALIFORNIA LIMITED PARTNERSHIP)
BALANCE SHEETS
MARCH 31, 1996 (UNAUDITED) AND DECEMBER 31, 1995
MARCH 31, DECEMBER 31,
1996 1995
ASSETS
RENTAL REAL ESTATE, net of accumulated
depreciation (Note 2) $5,811,839 $5,843,681
CASH 120,469 103,300
OTHER ASSETS 44,872 64,089
$5,977,180 $6,011,070
LIABILITIES AND PARTNERS' EQUITY
CONSTRUCTION LOAN PAYABLE $1,225,950 $1,225,950
ACCOUNTS PAYABLE 24,387 29,036
SECURITY DEPOSITS AND PREPAID RENT 45,442 44,848
TOTAL LIABILITIES 1,295,779 1,299,834
MINORITY INTEREST (Note 2) 215,375 232,968
COMMITMENTS (Note 5)
PARTNERS' EQUITY:
Limited Partner:
$1,000 stated value per unit;
authorized 7,500 units;
issued - 7,499 4,425,546 4,133,882
General Partners: 40,480 344,386
TOTAL PARTNERS' EQUITY 4,466,026 4,478,268
$5,977,180 $6,011,070
[FN]
See accompanying notes to financial statements.
ASSOCIATED PLANNERS REALTY FUND
(A CALIFORNIA LIMITED PARTNERSHIP)
STATEMENTS OF PARTNERS' EQUITY
THREE MONTHS ENDED MARCH 31, 1996
(UNAUDITED)
LIMITED PARTNERS GENERAL
TOTAL UNITS AMOUNT PARTNER
BALANCE, DECEMBER 31, 1995 $4,478,268 7,499 $4,133,882 $344,386
Net income 47,250 --- 39,659 7,591
Distribution to general partners (5,949) --- --- (5,949)
Distributions to limited partners (53,543) --- (53,543) ---
Reallocation of balances prior
to January 1, 1996 (Note 7) --- --- 305,548 (305,548)
BALANCE, MARCH 31, 1996 $4,466,026 7,499 $4,425,546 $ 40,480
THREE MONTHS ENDED MARCH 31, 1995
(UNAUDITED)
LIMITED PARTNERS GENERAL
TOTAL UNITS AMOUNT PARTNER
BALANCE, DECEMBER 31, 1994 $5,985,878 7,499 $5,653,977 $331,921
Net income 48,464 --- 40,356 8,108
Distributions to limited partners (74,990) --- (74,990) ---
BALANCE, MARCH 31, 1995 $5,959,372 7,499 $5,619,343 $340,029
[FN]
See accompanying notes to financial statements.
ASSOCIATED PLANNERS REALTY FUND
(A CALIFORNIA LIMITED PARTNERSHIP)
STATEMENTS OF INCOME
THREE MONTHS ENDED MARCH 31, 1996 AND 1995
(UNAUDITED)
THREE MONTHS THREE MONTHS
ENDED ENDED
MARCH 31, MARCH 31,
1996 1995
REVENUES (Note 2)
Rental $173,965 $189,017
Interest 983 878
174,948 189,895
COSTS AND EXPENSES (Note 3)
Operating 31,209 47,162
Property taxes 7,631 13,996
Property management fees (Note 3 (c)) 8,576 10,457
General and administrative 11,438 31,555
Depreciation 31,842 36,231
Interest expense 19,409 ---
110,105 139,401
LESS MINORITY INTEREST
IN NET INCOME (LOSS) OF
JOINT VENTURE (Note 2) 17,593 2,030
NET INCOME $47,250 $48,464
NET INCOME PER
LIMITED PARTNERSHIP UNIT (NOTE 6) $5.29 $5.38
[FN]
See accompanying notes to financial statements.
ASSOCIATED PLANNERS REALTY FUND
(A CALIFORNIA LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 1996 AND 1995
(UNAUDITED)
THREE MONTHS THREE MONTHS
ENDED ENDED
MARCH 31, 1996 MARCH 31, 1995
Cash Flow from operating activities:
Net income $47,250 $48,464
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation 31,842 36,231
Net proceeds from sale of investment
in government securities account --- 54,099
Minority interest in net income (loss) (17,593) (2,030)
Increase (decrease) from changes in:
Other assets 19,217 53,784
Accounts payable (4,649) 28,420
Security deposits 594 16,118
Net cash provided by operating activities 76,661 235,086
Cash flows used in investing activities:
Furniture and fixture additions --- (10,587)
Construction in progress --- (441,187)
Net cash provided by investing activities --- (451,774)
Cash flows (used in) provided by financing activities:
Construction loan proceeds --- 360,875
Distributions to limited partners (53,543) (74,990)
Distributions to general partner (5,949) ---
Net cash used in financing activities (59,492) 285,885
Net cash increase in cash and cash equivalents 17,169 69,197
Cash and cash equivalents at beginning of 103,300 36,227
period
CASH AND CASH EQUIVALENTS AT END OF PERIOD $120,469 $105,424
[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. The Partnership was formed to
acquire income-producing real property throughout the United States with
emphasis on properties located in California and southwestern states. The
Partnership purchases such properties on an all cash basis and intends to own
and operate such properties for investment over an anticipated holding period of
approximately five to ten years.
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.
RENTAL REAL ESTATE AND DEPRECIATION
Assets are stated at cost. Depreciation is computed using the straight-line
method over estimated useful lives ranging from five to 35 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.
ASSOCIATED PLANNERS REALTY FUND
(A CALIFORNIA LIMITED PARTNERSHIP)
SUMMARY OF ACCOUNTING POLICIES
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.
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.
RECLASSIFICATIONS
For comparative purposes, certain prior year amounts have been reclassified to
conform to the current year presentation.
ASSOCIATED PLANNERS REALTY FUND
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 1996 AND 1995 (UNAUDITED)
AND YEAR ENDED DECEMBER 31, 1995
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 net income (loss) allocations varying from
1% to 15% and 1% depreciation and amortization in accordance with the
partnership agreement.
NOTE 2- RENTAL REAL ESTATE
The Partnership currently has interests in the following four rental real estate
properties. Two are wholly-owned and two are jointly owned by the Partnership
(81.2%) and an affiliate (18.8%):
Location (Property Name) Date Purchased Cost
Encinitas, California
(179 Calle Magdalena) December 31, 1986 $555,743
Encinitas, California
(187 Calle Magdalena) December 31, 1986 639,697
Clovis, California January 23, 1987 1,208,990
Simi Valley, California November 12, 1987 2,620,217
The major categories of
property are:
March 31, 1996 December 31, 1995
Land $2,222,150 $2,361,894
Building and Improvements 4,549,053 4,404,947
Furniture and Fixtures 42,299 46,660
6,813,502 6,813,501
Less accumulated depreciation 1,001,663 969,820
Net rental real estate $5,811,839 $5,843,681
ASSOCIATED PLANNERS REALTY FUND
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 1996 AND 1995 (UNAUDITED)
AND YEAR ENDED DECEMBER 31, 1995
NOTE 2- RENTAL REAL ESTATE (CONTINUED)
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:
One tenant accounted for 38% in 1996;
One tenant accounted for 38% in 1995;
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 $5,949 for the quarter ended March 31, 1996
and $8,332 for the quarter ended March 31, 1995. See also Note 7.
(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 three months ended
March 31, 1996 and March 31, 1995.
(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 $8,576 for the quarter ended March 31, 1996, and
$10,457 for the quarter ended March 31, 1995.
ASSOCIATED PLANNERS REALTY FUND
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 1996 AND 1995 (UNAUDITED)
AND YEAR ENDED DECEMBER 31, 1995
(continued)
NOTE 4- 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 (8.25% at March 31, 1996). The total construction loan
commitment is for $1,365,000 which matures on June 5, 1996. Borrowings on the
construction loan totaled $1,225,950 as of December 31, 1995 and March 31, 1996.
The construction loan amortization is interest only with payments via additional
draws against this loan. The construction was completed during 1995 and total
construction costs of $1,372,900 was allocated to land, building and
improvements. Included in construction costs is $87,838 in construction loan
interest that was capitalized.
The carrying amount is a reasonable estimate of fair value of the construction
loan payable because the interest rates approximate the borrowing rates
currently available for mortgage loans with similar terms and average
maturities.
NOTE 5- COMMITMENTS
The Partnership has an agreement to reimburse a tenant $165,440 in improvement
costs incurred in connection with construction move-in costs. This amount is
expected to be paid by June 30, 1996.
ASSOCIATED PLANNERS REALTY FUND
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 1996 AND 1995 (UNAUDITED)
AND YEAR ENDED DECEMBER 31, 1995
NOTE 6- NET INCOME AND CASH DISTRIBUTIONS PER LIMITED PARTNERSHIP LIST
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 1996 and 1995.
The Limited Partner cash distributions, computed in accordance with the
Partnership Agreement, were as follows:
Outstanding Amount Total
Record Date Units Per Unit Distribution
December 31, 1995 7,499 $ 7.14 $ 53,543
September 30, 1995 7,499 15.00 112,485
March 31, 1995 7,499 10.00 74,990
December 31, 1994 7,499 10.00 74,990
316,008
Additional $182.69 to
Distribution 7,499 $207.39 1,506,817
upon sale of property
Total $1,822,825
September 30, 1994 7,499 10.00 $74,990
June 30, 1994 7,499 12.00 89,988
March 30, 1994 7,499 12.00 89,988
December 31, 1993 7,499 12.50 93,737
Total $348,703
Distributions were paid in the fiscal quarter following the record date.
NOTE 7 - REALLOCATION OF PARTNER BALANCES
Per the provisions of Section 11.1 (V)(ii) of the Partnership Agreement, the
General Partner determined that action was necessary to "cure the ambiguities"
caused by the Agreement itself. The ambiguity involved the treatment of the
partnership management fee, being paid to the General Partner, as an expense of
the Partnership, when in fact, it should have been treated as a general partner
withdrawal of capital. In order to properly reflect this inception to date
correction, a transfer of $305,548 was made from the General Partner's capital
account to the Limited Partners capital account during the quarter ended March
31, 1996.
NOTE 8 - SUBSEQUENT EVENTS
The Partnership distributed $61,117 ($8.15 per unit) on May 6, 1996 to Limited
Partners of record as of March 31, 1996.
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, 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 March 31, 1996, reflect an entire period of
operations for the Partnership's properties. Rental revenue for the three
months ended March 31, 1996 decreased from that for the three months ended March
31, 1995 by approximately $15,000, due to the sale of the Shurgard Mini-
Warehouse facility on May 15, 1995. This loss of revenue was partially offset
by improved occupancy at the multi-tenant Santa Fe Business Park Building.
The Partnership generated $79,092 in income from operations before depreciation
of $31,842 for the three months ended March 31, 1996 compared to $84,695 in
income from operations before depreciation of $36,231 for the three months ended
March 31, 1995. Total operating and general and administrative expenses
decreased by $36,070 (45.8%) for the three months ended March 31, 1996 compared
to the three months ended March 31, 1995, primarily due to increased repair and
maintenance expenditures and an adjustment to the 1995 minority interest account
balance.
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 three months ended March 31, 1996, $76,661 in cash was provided by
operating activities. This resulted from net cash basis income of $79,092 from
operations (net income plus depreciation expense) plus a $19,217 decrease in
other assets (primarily due to the reduction of miscellaneous receivable
($15,840) and prepaid expenses ($2,617) ) and a $594 increase in security
deposits and prepaid rents, offset by a $4,649 decrease in accounts payable
(primarily attributable to normal decrease in trade payable) and a $17,593
adjustment to the minority interest account for the Encinitas properties. Cash
used in financing activities totaled $59,492 of which $53,543 was distributions
paid to the limited partners and $5,949 paid to the general 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, 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 (8.25% at March 31, 1996). The total construction loan
commitment is for $1,365,000 which matures on June 5, 1996. Borrowings on the
construction loan totaled $1,225,950. The construction loan amortization is
interest only with payments of $19,409 paid during the quarter ended March 31,
1996. The construction was completed during 1995 and total construction costs
of $1,372,900 was allocated to land, building and improvements. Included in
construction costs is $87,838 in construction loan interest that was
capitalized.
The carrying amount is a reasonable estimate of fair value of the construction
loan payable because the interest rates approximate the borrowing rates
currently available for mortgage loans with similar terms and average
maturities.
Net income per limited partner unit decreased from $5.38 for the quarter ended
March 31, 1995 to $5.29 for the quarter ended March 31, 1996.
ASSOCIATED PLANNERS REALTY FUND
(A CALIFORNIA LIMITED PARTNERSHIP)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
NEW ACCOUNTING PRONOUNCEMENTS
Statements of Financial Accounting Standards No. 121, "Accounting for the
Impaired of Long Lived Assets and for Long-Lived Assets to Be Disposed of" (SFAS
No. 121) issued by the Financial Accounting Standards Board (FASB) is effective
for financial statements for fiscal years beginning after December 15, 1995.
The new standard establishes new guidelines regarding when impairment losses on
long-lived assets, which include plant and equipment, and certain identifiable
intangible assets, should be recognized and how impairment losses should be
measured. This adoption had no effect on the statement of income for the quarter
ended March 31, 1996, as there were no impairment amounts recorded during the
period.
ASSOCIATED PLANNERS REALTY FUND
(A CALIFORNIA LIMITED PARTNERSHIP)
PART II
O T H E R I N F O R M A T I O N
ITEM 1.LEGAL PROCEEDINGS
None
ITEM 2.CHANGES IN SECURITIES
None
ITEM 3.DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4.SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5.OTHER INFORMATION
None
ITEM 6.EXHIBIT AND REPORTS ON FORM 8-K
(a) Information required under this section has been included in the
financial statements.
(b) Reports on Form 8-K
None
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)
May 14, 1996 By: WEST COAST REALTY ADVISORS, INC.
A California Corporation,
General Partner
William T. Haas
Director and Executive Vice President/Secretary
May 14, 1996 Michael G. Clark
Vice President/Treasurer