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 [FEE REQUIRED] FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 33-11013 ASSOCIATED PLANNERS REALTY INCOME FUND, (A CALIFORNIA LIMITED PARTNERSHIP) (Exact name of registrant as specified in its charter) CALIFORNIA 95-4120092 State or other jurisdiction of (IRS Employer incorporation or organization 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 X 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 [ ] 1 PART I ITEM 1. BUSINESS Associated Planners Realty Income Fund (the "Partnership"), was organized in December 1986, under the California Revised Limited Partnership Act. West Coast Realty Advisors, Inc. ("WCRA"), a California corporation, and W. Thomas Maudlin Jr., an individual, are general partners (collectively referred to herein as the "General Partner"). The Partnership was organized for the purpose of investing in, holding, and managing improved, unleveraged income-producing property, such as residential properties, office buildings, commercial buildings, industrial properties, mini- warehouse facilities, and shopping centers ("Properties"), which are believed to have potential for cash flow and capital appreciation. The Partnership intends to own and operate such Properties for investment over an anticipated holding period of approximately five to ten years. At December 31, 1996, the Partnership had no employees. The Partnership's principal investment objectives are to invest the net proceeds in real 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 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. On October 25, 1988. the Partnership acquired a 100% interest in a shopping center located in Chino, California. On January 9, 1990, the Partnership, together with Associated Planners Realty Growth Fund (an affiliate), purchased a one-story building located in San Marcos, California. The acquisition was paid for entirely in cash totaling $3,118,783 of which $2,806,905 was provided by the Partnership and $311,878 by the affiliate. On November 1, 1996, Associated Planners Realty Income Fund ("Income Fund") purchased the remaining real estate asset from Associated Planners Realty Growth Fund ("Growth Fund"). This asset consisted of the 10 % interest that Income Fund had not already owned in an office building located in San Marcos, California. 2 Income Fund paid $185,968 on November 2, 1996 for the 10% interest in the San Marcos property. This amount consisted of $188,001 for the property itself, less $2,032 for the share of a cash security deposit from the current tenant that Growth Fund retained. There is no debt in connection with the property. 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 West Coast Realty Advisors Inc. ("WCRA") the co-General Partner. On February 26, 1988, the Partnership attained its minimum funding requirement with the initial release of escrow funds totaling $1,272,000 and terminated its offering on September 5, 1989. As of December 31, 1989, gross proceeds from sales of Partnership units totaled $5,106,000 and $4,594,101 net of syndication costs and sales commissions. ITEM 2. PROPERTIES The properties acquired by the Partnership are described below: YORBA CENTER On October 25, 1988, the Partnership purchased Yorba Center, a retail shopping center located in Chino, California. The Center, constructed in 1987, provides 12,697 rentable square feet located on a .91-acre parcel of land. As of December 31, 1996, the Center was 100% leased to nine tenants. The average monthly rent per occupied square foot was $1.12. All but two tenants are renting space on a "triple net" lease basis, i.e., each tenant being proportionately responsible for payment of all expenses including insurance, taxes, maintenance, and other operating expenses. The remaining two tenants are renting space on a "gross" basis, i.e. the landlord is responsible for payment of all expenses pertaining to these tenants. 3 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 for the property are the same. In the opinion of the General Partner, the property is adequately insured. The property is managed by West Coast Realty Management, Inc. ("WCRM"), an affiliate of the corporate General Partner. The Center is dependent upon the vitality of the consumer market in the general area. Since the City of Chino applies strict building regulations on developers, it is expected that new development will be limited, thereby preserving the Center's competitive edge during the Partnership's intended holding period. Although all areas of Southern California have been affected by the economic slowdown, layoffs, plant closings and military cutbacks, these economic factors are not expected to significantly impact the occupancy of the shopping center. Tenants occupying 10% or more of rental square footage as of December 31, 1996: Mels Liquor: 15.79% of rental square footage; $36,000 rent per year; lease expires on May 31, 2002; Renewal Options: Lessee has option to extend lease 5 years to May 31, 2007. Video Club: 13.69% of rental square footage; $12,690 rent per year; lease expires on August 31, 1998; Renewal Options: No renewal options. San Bernardino County Superintendent Schools: 17.11% of rental square footage; $28,188 rent per year; lease expires on June 30, 1997; Renewal Options: Lessee has one option to extend the lease for one additional year. Descry Cal: 10.04% of rentable square footage; $22,508 rent per year; lease expires on May 31, 1997. SAN MARCOS INDUSTRIAL BUILDING On January 9, 1990, the Partnership together with Associated Planners Growth Fund (a 90%/10% interest, respectively) purchased the San Marcos Industrial Building located in San Marcos, California. On November 1, 1996, Associated Planners Realty Income Fund ("Income Fund") purchased the remaining real estate asset from Associated Planners Realty Growth Fund ("Growth Fund"). This asset consisted of the 10 % interest that Income Fund had not already owned in an office building located in San Marcos, California. 4 Income Fund paid $185,968 on November 2, 1996 for the 10% interest in the San Marcos property. This amount consisted of $188,000 for the property itself, less $2,032 for the share of a cash security deposit from the current tenant that Growth Fund retained. There is no debt in connection with the property. The industrial building, constructed in 1986, consists of 40,720 rentable square feet including 6,000 square feet of office area plus 1,300 square feet of mezzanine above the office area and is located on a 2.66 acre parcel of land. The building was 100% occupied by Professional Care Products, Inc. through January 8th, 1995, on a triple net lease. This lease required the tenant to pay insurance, taxes, maintenance, and all other operating costs. On February 13, 1995, a new lease was executed with No Fear, Inc., which runs through June 30, 1998. This is also a triple net lease. The building is located in North San Diego County, in an area of increasing population and desirability for San Diego area professional and skilled workers and significant employers. It is expected the building will benefit from projected growth of the North San Diego County area. 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 for the property are the same. In the opinion of the General Partner, the property is adequately insured. The property is managed by WCRM. Tenants occupying 10% or more of rental square footage as of December 31, 1996: No Fear Inc.: 100% of rental square footage; $219,481 rent for the current year; lease expires on June 30, 1998; Renewal Options: Extend lease for 60 additional months at lessee's option. SUMMARY As of December 31, 1996, the combined occupancy rate for all of the Partnership's properties was 100%. The properties were fully leased and are generating a level of cash flow consistent with the market conditions in which the properties operate. The total acquisition cost to the Partnership of each property and the date of acquisition are as follows: 5 ACQUISITION ACQUISITION DESCRIPTION COST DATE YORBA CENTER $1,882,283 10/25/88 SAN MARCOS INDUSTRIAL BUILDING 90%) $2,816,904 01/09/90 SAN MARCOS INDUSTRIAL BUILDING 10%) $188,001 11/01/96 The schedule below indicates the average occupancy rate expressed as a percentage of square feet for the last five years: YEAR YORBA CENTER SAN MARCOS INDUSTRIAL BUILDING 1996 100% 100% 1995 90% 88% 1994 90% 100% 1993 61% 100% 1992 61% 100% ITEM 3. LEGAL PROCEEDINGS None. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. 6 PART II ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS At December 31, 1996, there were 5,096 limited partnership units outstanding and 424 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. Distributions totaling $231,812, $189,361 and $222,950 were made to limited partners in 1996, 1995, and 1994, to unit holders of record at the end of the calendar quarters indicated below. These distributions constituted a return of capital of $63,402, $49,683 and $425, in 1996, 1995, and 1994, respectively. The general partner distribution totaled $25,763, $21,092 and $24,773 for 1996, 1995, and 1994. In addition, $50,960 ($10.00/partnership unit) in distributions were paid to unit holders subsequent to year-end on February 3, 1997. The distribution amounts for 1996 and 1995 are summarized below: RECORD DATE PER UNITS TOTAL DATE PAID UNIT OUTSTANDING PAID 12/31/94 02/03/95 $6.25 5,096 $31,850 3/31/95 05/05/95 8.4088 5,096 42,851 6/30/95 08/04/95 10.00 5,096 50,960 9/30/95 11/06/95 12.50 5,096 63,700 12/31/95 02/06/96 12.50 5,096 63,700 03/31/96 04/30/96 13.00 5,096 66,248 06/30/96 08/06/96 10.00 5,096 50,904 09/30/96 11/05/96 10.00 5,096 50,960 Distributions are made out of the income from operations, before depreciation and amortization, available as a result of the previous quarter's operations. 7 ITEM 6. SELECTED FINANCIAL DATA The selected financial data should be read in conjunction with the financial statements and related notes and ITEM 7. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS appearing elsewhere in this report. 1996 1995 1994 1993 1992 Operations for the years ended December 31: Revenues 424,537 378,489 474,562 $433,422 $434,662 Net Income 168,410 139,678 222,525 192,315 190,361 Net Income per Limited Partner Unit* 27.97 22.94 37.57 32.23 31.83 Distributions per Limited Partner Unit* 45.50 37.16 43.75 47.50 40.00 Financial position at December 31: Total Assets 4,275,221 4,381,018 4,435,929 4,468,918 4,510,665 Partners' Equity 4,242,067 4,331,232 4,380,915 4,381,340 4,431,085 [FN] *Net income and distributions per limited partner unit were based on the weighted average number of outstanding units. ITEM 7. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS - 1996 VS. 1995 Operations for the year ended December 31, 1996 represented a full year of rental operations for all properties expect the San Marcos property which was wholly owned for only two months, and 90% owned for the other ten months of the year. The net income for the year ended December 31, 1996 ($168,410) was higher than the year ended December 31, 1995 ($139,678) due to the acquisition of the remaining 10% interest in the San Marcos property in November 1996, as well as the San Marcos property being leased throughout all of 1996 but not leased from January 8, to February 12, 1995. The Partnership did not have any adverse events that significantly impacted net income during the year ended December 31, 1996, and all properties that have been purchased by the Partnership have operated at levels equal to current expectations. All tenants were current on their lease obligations. 8 ITEM 7. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONT.) Rental revenue increased $45,172 (12%) due to the San Marcos property not being leased from January 8, to February 12, 1995. This was due to vacancy at the property between the time that the Professional Care Products (previous tenant) lease terminated and the No Fear (current tenant) lease began. In addition to the vacancy at the property, the lease rate that No Fear entered into was approximately 30% less than the rate that Professional Care Products was paying during its tenancy. Additionally, the remaining 10% in San Marcos that the Partnership had not owned was acquired on November 2, 1996 which was responsible for approximately $3,800 in additional rental revenue. Operating expenses increased $38,524 (49%) as a result of a one-time prior year property tax assessment imposed by the County of San Bernardino for the Yorba Center property. General and administrative costs decreased $21,733 (35%) due to lower accounting, taxes, and general insurance expense. Interest income increased $876 due to larger cash reserve balances maintained during the year ended December 31, 1996 as compared to the year ended December 31, 1995. Depreciation and amortization expense increased $2,130 (2%) as the result of the ownership of the remaining 10% in the San Marcos property during 1996. During the year ended December 31, 1996, the Partnership distributed $231,812 to the limited partners and $25,763 to the general partners, as compared to the year ended December 31, 1995 when the Partnership distributed $189,361 to the limited partners and zero to the general partners. Cash basis income for the year ended December 31, 1996 was $268,616. This was derived by adding depreciation and amortization expense to net income. Thus, cash distributions this year were less ($11,041) than cash basis net income. In contrast, distributions in 1995 were less ($48,393) than cash basis income. Overall, the Partnership generated $268,616 in income from operations before depreciation expense of $100,206. This compares favorably to 1995 when income from operations totaled $239,359 before depreciation of $98,076 and loss on government securities of $1,605. Net income per limited partnership unit increased from $22.94 in 1995 to $27.97 in 1996. The number of limited partnership units outstanding in each year was 5,096. In summary then, the operating performance of the Partnership continued to improve and all properties were operating profitably. 9 ITEM 7. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONT.) RESULTS OF OPERATIONS - 1995 VS. 1994 Operations for the years ended December 31, 1995 and 1994 reflect full years of ownership for the Partnership's properties. However, the San Marcos property was not leased from January 8 to February 12, 1995. This was due to vacancy at the property between the time that the Professional Care Products lease terminated and the No Fear lease began. In addition to the vacancy at the property, the lease rate that No Fear entered into was approximately 30% less than the rate that Professional Care Products was paying during its tenancy. Although the occupancy rate at the Yorba center Shopping Center remained relatively steady at 90% as of December 31, 1995 (as compared to 90% at December 31, 1994), the drop in rental rates at the San Marcos property was responsible for a 22% ($100,080) decrease in rental revenue for 1995, as compared to 1994. The drop in rental rates was due primarily to a decrease in demand for commercial space in the general area. Primarily due to the partial vacancy at the San Marcos property, operating expenses increased 9% ($6,646) as the result of less costs that the Partnership was able to pass on to tenants. However, the Partnership also experienced a 22% decrease in general and administrative costs ($17,481) due to lower insurance costs. The Partnership also experienced a 41% ($4,007) increase in interest income due to larger cash reserve balances maintained during 1995 as compared to 1994. Overall, the Partnership generated $239,359 in income from operations before depreciation expense of $98,076 and loss on government securities of $1,605. This compares unfavorably to 1994 when income from operations totaled $324,597 before depreciation of $97,933 and loss on government securities of $4,139. Net income per limited partnership unit fell from $37.57 in 1994 to $22.94 in 1995. The number of limited partnership units outstanding in each year was 5,096. In 1994, the Partnership purposely started reducing the amount of distributions to investors in anticipation of lower rental revenues from the San Marcos property. Up until January 1995, it was not clear to the General Partner as to what rent, if any, could be realized on an ongoing basis from the San Marcos Property. Distributions to limited partners fell from a high of $47.50 per unit in 1993, to $43.75 in 1994, to $37.16 in 1995. With the placement of a tenant in the San Marcos Building (No Fear, Inc.) and the build-up of a track record of rent collections from the tenant, the general partner felt it would be prudent to make cash distributions to limited partners so that a large portion of the large cash balance was gradually paid out (contingent upon the maintenance of reasonable reserve levels). 10 ITEM 7. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONT.) The area in which the Yorba Center operates continues to experience a relatively high level of economic vitality, and the General Partner does not foresee significant challenges in keeping the center occupied by various small retail and service businesses. The Partnership anticipates continuing to operate properties during 1996 for the purpose of generating the maximum amount of cash available for distribution to the limited partners, while maintaining a reasonable level of cash reserves. There are currently no plans to dispose of either of the two properties. LIQUIDITY AND CAPITAL RESOURCES The Partnership began offering for sale limited partnership units on October 1987. On February 26, 1988, the Partnership reached its minimum offer level of $1,200,000. The Partnership sold units throughout the remainder of the year, and had raised $3,891,000 in gross proceeds or $3,483,788 net of syndication costs and sales commissions as of December 31, 1988. During 1989, the Partnership continued to raise funds through the sale of Units and had raised $5,106,000 in gross proceeds or $4,594,101 net of syndication costs and sales commissions as of September 5, 1989, the day the Partnership terminated its offering of limited partnership units. During the year ended December 31, 1996, the Partnership made distributions to the limited partners totaling $231,812, of which $63,402 constituted a return of capital. On February 3, 1997, the Partnership made distributions of $10.00 to unit holders of record at December 31, 1996. Distributions are determined by management based on cash flow and the liquidity position of the Partnership and anticipated occupancy of the properties. It is the intention of management to make quarterly distributions of cash, subject to maintenance of reasonable reserves. Management uses cash as its primary measure of a partnership's liquidity. The amount of cash that represents adequate liquidity for a real estate limited partnership depends on several factors. Among them are: 1. Relative risk of the partnership; 2. Condition of the partnership's properties; 3. Stage in the partnership's life cycle (e.g., money -raising, acquisition, operating or disposition phase); and 4. Distributions to partners. 11 ITEM 7. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONT.) The Partnership has adequate liquidity based upon the above four points. The first point refers to the approximately 1% property reserve requirement of capital funds raised that the Partnership currently has; this relatively low reserve level is appropriate since all Partnership properties are acquired without the use of debt financing. This is a minimum guideline that is disclosed in the Partnership's prospectus; the Partnership had more than enough funds to meet this requirement as of December 31, 1996. Related to the property reserve requirement is the second point, the condition of the Partnership's properties. Since the properties are in good condition, no unusual maintenance and repair expenditures are anticipated. The third point is relevant to the Partnership because after the January 1990 purchase of the San Marcos property, the Partnership had completed its acquisition phase, and entered the operating phase. The fourth point relates to partner distributions. The Partnership makes distributions from operations quarterly. Such distributions are subject to payment of Partnership expenses and reasonable reserves for expenses, maintenance, and replacements. During the year ended December 31, 1996 the Partnership paid the General Partner a partnership management fee of $25,763 and distributed $231,812 to the limited partners, of which $63,402 constituted a return of capital. In February 1997, the Partnership paid the General Partner a partnership management fee of $5,662 and distributed $50,960 to the limited partners. Partnership management fees were calculated and paid in accordance with the Partnership Agreement. Distributions were lowered slightly beginning with the August 1996 distribution in order to allow the Partnership to fund the acquisition of the remaining 10% interest in the San Marcos property. The Tax Reform Acts of 1986 and 1987 and the Revenue Reconciliation Acts of 1990 and 1993 did not have a material impact on the Partnership's operations. The effects of the slowdown in the economy, inflation and changing prices have not had a material impact on the Partnership's revenues and income from operations. During the years of the Partnership's existence, inflationary pressures in the U.S. economy have been minimal, and this has been consistent with the experience of the Partnership in operating rental real estate in California. The Partnership has several clauses in the leases with its properties' tenants that would help alleviate much of the negative impact of inflation. 12 ITEM 7. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONT.) CASH FLOWS 1996 VS. 1995 Cash resources decreased $189,521 during 1996 compared to $175,924 increase in 1995. This was the result of normal amounts of financing and operating activities took place during the year and the extraordinary investing activity involving the acquisition of the 10% interest in San Marcos. Cash provided by operating activities increased by $256,054 with the largest contributor being $268,616 in cash basis income. In contrast, 1995 saw $375,284 in cash being provided by operating activities due to $237,754 in cash basis income and $163,272 being received from the sale government securities (such securities were purchased in 1993 primarily). During 1996, $257,575 was distributed to the limited and general partners and this is noted as a large use of cash under financing activities. This continues the Partnership's trend of paying virtually all the cash basis income out to partners in the form of quarterly distributions. In contrast, 1995's cash used for financing activities was $189,361 due to distributions to the limited and general partners. The sole use of cash in investing activities in 1996 was $188,001 expended for the acquisition of the remaining 10% in San Marcos property during the year. In contrast, $9,999 were used to pay for additional tenant improvements in the San Marcos property in 1995. CASH FLOWS 1995 VS. 1994 During 1995, $375,284 in cash was provided by operating activities. This resulted from a net cash basis income of $237,754 from operations (net income plus depreciation expense) plus $163,272 in gross proceeds received in connection with the sale of government securities and $5,991 resulting from a decrease in accounts receivable (primarily from the collection of rents receivable). These amounts were offset by a $26,505 increase in other assets (primarily due to a prepaid leasing fee paid in connection with the re-leasing of the San Marcos property), and a $4,408 decrease in security deposits (primarily due to a decrease in the amount of security deposit required from the new tenant at San Marcos). Cash used in investing activities totaled $9,999 in connection with tenant improvements on the San Marcos property. Cash used in financing activities totaled $189,361 due to the distribution to the limited partners during the year. NEW ACCOUNTING PRONOUNCEMENTS Statement of Financial Accounting Standards No. 125, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities" (SFAS No. 125) issued by the Financial Accounting Standards Board (FASB) is effective for transfers and servicing of financial assets and extinguishments of liabilities occurring after December 31, 1996, and is to be applied prospectively. Earlier or retroactive application is not permitted. The new standard provides accounting and reporting standards for transfers and servicing of financial assets and extinguishments of liabilities. The Company does not expect adoption to have a material effect on its financial position or results of operations. 13 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA PAGE Report of Independent Certified Public Accountants 15 Balance Sheets - December 31, 1996 and 1995 16 Statements of Income for the years ended December 31, 1996, 1995 and 1994 17 Statements of Partners' Equity for the years ended December 31, 1996, 1995 and 1994 18 Statements of Cash Flows for the years ended December 31, 1996, 1995 and 1994 19 Summary of Accounting Policies 20-21 Notes to Financial Statements 22-25 Financial Statement Schedule Schedule III Real Estate and Accumulated Depreciation 31 14 REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS Associated Planners Realty Income Fund (a California limited partnership) Los Angeles, California We have audited the accompanying balance sheets of Associated Planners Realty Income Fund (a California limited partnership) as of December 31, 1996 and 1995 and the related statements of income, partners' equity, and cash flows for each of the three years in the period ended December 31, 1996. We have also audited the schedule listed in the accompanying index. These financial statements and schedule are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and schedule are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and schedule. 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. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Associated Planners Realty Income Fund (a California limited partnership), at December 31, 1996 and 1995, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 1996 in conformity with generally accepted accounting principles. Also, in our opinion, the schedule presents fairly, in all material respects, the information set forth therein. BDO SEIDMAN,LLP Los Angeles, California February 15, 1997 15 ASSOCIATED PLANNERS REALTY INCOME FUND (A CALIFORNIA LIMITED PARTNERSHIP) BALANCE SHEETS December 31, 1996 1995 ASSETS Rental real estate, less accumulated depreciation (Note 2) $4,160,642 $4,072,847 Cash and cash equivalents 72,207 261,728 Other assets 42,372 46,443 Total assets $4,275,221 $4,381,018 LIABILITIES AND PARTNERS' EQUITY LIABILITIES Accounts payable: Trade $ --- $1,016 Related party (Note 4) 4,578 22,480 Security deposits 28,576 26,290 Total liabilities 33,154 49,786 PARTNERS' EQUITY (Notes 5 and 6) Limited partners: $1,000 stated value per unit - authorized 12,000 units; issued and outstanding 5,096 4,205,288 4,124,520 General partners 36,779 206,712 Total partners' equity 4,242,067 4,331,232 Total liabilities and partners' equity $4,275,221 $4,381,018 [FN] SEE ACCOMPANYING SUMMARY OF ACCOUNTING POLICIES AND NOTES T O FINANCIAL STATEMENTS 16 ASSOCIATED PLANNERS REALTY INCOME FUND (A CALIFORNIA LIMITED PARTNERSHIP) STATEMENTS OF INCOME Years ended December 31, 1996 1995 1994 REVENUES Rental (Notes 2 and 3) $409,995 $364,823 $464,903 Interest 14,542 13,666 9,659 424,537 378,489 474,562 COSTS AND EXPENSES Operating 116,268 77,744 71,098 General and administrative 39,653 61,386 78,867 Depreciation and amortization 100,206 98,076 97,933 Loss on government securities --- 1,605 4,139 256,127 238,811 252,037 NET INCOME $168,410 $139,678 $222,525 NET INCOME PER LIMITED PARTNERSHIP $27.97 $22.94 $37.57 UNIT (Note 5) [FN] SEE ACCOMPANYING SUMMARY OF ACCOUNTING POLICIES AND NOTES TO FINANCIAL STATEMENTS 17 ASSOCIATED PLANNERS REALTY INCOME FUND (A CALIFORNIA LIMITED PARTNERSHIP) STATEMENTS OF PARTNERS EQUITY YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994 Limited Partners General Total Units Amount Partner BALANCE, January 1, 1994 $4,381,340 5,096 $4,228,487 $152,853 Net income for the year 222,525 --- 191,459 31,066 Distribution to limited (222,950) --- (222,950) --- partners BALANCE, December 31, 1994 4,380,915 5,096 4,196,996 183,919 Net income for the year 139,678 --- 116,885 22,793 Distribution to limited (189,361) --- (189,361) --- partners BALANCE, December 31, 1995 4,331,232 5,096 4,124,520 206,712 Net income for the year 168,410 --- 142,550 25,860 Distribution to limited (231,812) --- (231,812) --- partners Distribution to general (25,763) --- --- (25,763) partners Reallocation of balances prior to January 1, 1996 (Note 6) --- --- 170,030 (170,030) BALANCE, December 31, $4,242,067 5,096 $4,205,288 $36,779 1996 [FN] See accompanying summary of accounting policies and notes to financial statements. 18 ASSOCIATED PLANNERS REALTY INCOME FUND (A CALIFORNIA LIMITED PARTNERSHIP) STATEMENTS OF CASH FLOWS INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS Years ended December 31, 1996 1995 1994 CASH FLOWS FROM OPERATING ACTIVITIES Net income $168,410 $139,678 $222,525 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 100,206 98,076 97,933 Increase (decrease) from changes in: Government securities --- 163,272 7,246 Accounts receivable --- 5,991 (1,082) Other assets 4,071 (26,505) 5,621 Accounts payable (18,918) (820) (31,938) Security deposits 2,286 (4,408) (693) Net cash provided by operating 256,055 375,284 299,612 activities CASH FLOWS FROM INVESTING ACTIVITIES Additions to rental real estate (188,001) (9,999) (31,136) Net cash (used in) investing (188,001) (9,999) (31,136) activities CASH FLOWS FROM FINANCING ACTIVITIES Distributions to limited partners (231,812) (189,361) (222,950) Distributions to general partners (25,763) --- --- Net cash (used in) financing (257,575) (189,361) (222,950) activities NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (189,521) 175,924 45,526 CASH AND CASH EQUIVALENTS, beginning 261,728 85,804 40,278 of year CASH AND CASH EQUIVALENTS, end of $72,207 $261,728 $85,804 year [FN] See accompanying summary of accounting policies and notes to financial statements. 19 ASSOCIATED PLANNERS REALTY INCOME FUND (A CALIFORNIA LIMITED PARTNERSHIP) SUMMARY OF ACCOUNTING POLICIES BUSINESS Associated Planners Realty Income Fund (the "Partnership"), a California limited partnership, was formed on December 23, 1986 under the Revised Limited Partnership Act of the State of California for the purpose of developing or acquiring, managing and operating unleveraged income producing real estate. The Partnership met its minimum funding of $1,200,000 on February 26, 1988 and terminated its offering on September 5, 1989. The Partnership was formed to acquire income-producing real estate 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 The financial statements do not give effect to any assets that PRESENTATION the partners may have outside of their interest in the partnership, nor to any personal obligations, including income taxes, of the partners. RENTAL REAL Assets are stated at cost. Depreciation is computed using the ESTATE AND straight-line method over estimated useful lives ranging from DEPRECIATION 31.5 to 40 years for financial and income tax reporting purposes. 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. LEASE Lease commissions which are paid to real estate brokers for COMMISSIONS locating tenants are capitalized and amortized over the life of the lease. RENTAL Rental revenue is recognized when the amount is due and payable REVENUE under the terms of a lease agreement. INVESTMENTS The difference between historical cost and market value are reported as unrealized gains or losses in the statement of income. For the purposes of the statements of cash flows, the STATEMENTS Partnership considers cash in the bank and all highly liquid OF investments purchased with original maturities of three months CASH FLOWS or less, to be cash and cash equivalents. USE OF The preparation of financial statements in conformity with ESTIMATES 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. 20 ASSOCIATED PLANNERS REALTY INCOME FUND ( A CALIFORNIA LIMITED PARTNERSHIP) SUMMARY OF ACCOUNTING POLICIES NEW ACCOUNTING Statement of Financial Accounting Standards No. 125, PRONOUNCEMENTS "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities" (SFAS No. 125) issued by the Financial Accounting Standards Board (FASB) is effective for transfers and servicing of financial assets and extinguishments of liabilities occurring after December 31, 1996, and is to be applied prospectively. Earlier or retroactive application is not permitted. The new standard provides accounting and reporting standards for transfers and servicing of financial assets and extinguishments of liabilities. The Company does not expect adoption to have a material effect on its financial position or results of operations. 21 ASSOCIATED PLANNERS REALTY INCOME FUND (A CALIFORNIA LIMITED PARTNERSHIP) NOTES TO FINANCIAL STATEMENTS 1. NATURE OF The Partnership began accepting subscriptions in October PARTNERSHIP 1987 and closed the offering on September 5, 1989. The Partnership began operations in March 1988. Under the terms of the partnership agreement, the General Partners (West Coast Realty Advisors, Inc., and W. Thomas Maudlin, Jr.) are entitled to cash distributions from 10% to 15%. The General Partners are also entitled to net income (loss) allocations varying from 1% to 15% and 1% of depreciation and amortization in accordance with the partnership agreement. 2. RENTAL REAL ESTATE The Partnership owns the following two rental real estate properties: Acquisition Location (Property Name) Date Purchased Cost Chino, California (Yorba Center) October 25, 1988 $1,881,147 San Marcos, California (90%) January 9, 1990 2,816,904 San Marcos, California (10%) November 1, 1996 188,001 The major categories of rental real estate are: December 31, 1996 1995 Land $1,332,861 $1,282,861 Buildings and improvements 3,554,327 3,416,326 4,887,188 4,699,187 Less accumulated depreciation 726,546 626,340 Rental real estate, net $4,160,642 $4,072,847 22 ASSOCIATED PLANNERS REALTY INCOME FUND (A CALIFORNIA LIMITED PARTNERSHIP) NOTES TO FINANCIAL STATEMENTS 2. RENTAL REAL A significant portion of the Partnership's rental revenue ESTATE was earned from tenants whose individual rents (CONTINUED) represented more than 10% of total rental revenue. Specifically: One tenant accounted for 48% in 1996; Two tenants accounted for 12% and 52% in 1995; Two tenants accounted for 10% and 62% in 1994. On November 1, 1996, Associated Planners Realty Income Fund ("Income Fund") purchased the remaining real estate asset from Associated Planners Realty Growth Fund ("Growth Fund"). This asset consisted of the 10 % interest that Income Fund had not already owned in an office building located in San Marcos, California. Income Fund paid $185,968 on November 2, 1996 for the 10% interest in the San Marcos property. This amount consisted of $188,000 for the property itself, less $2,032 for the share of a cash security deposit from the current tenant that Growth Fund retained. There is no debt in connection with the property. 3. FUTURE MINIMUM As of December 31, 1996, future minimum rental income 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 1997 326,847 1998 162,507 1999 37,078 2000 36,000 2001 36,000 Thereafter 15,000 Total $613,432 Future minimum rental income does not include lease renewals or new leases that may result after a noncan- celable-lease expires. 23 ASSOCIATED PLANNERS REALTY INCOME FUND (A CALIFORNIA LIMITED PARTNERSHIP) NOTES TO FINANCIAL STATEMENTS 4. 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, 1996 1995 1994 Partnership management fees $ 25,860 $21,092 $ 24,773 Administrative services: Data processing 4,805 4,709 4,877 Postage 2,387 2,582 2,247 Investor processing 1,999 1,884 1,951 Duplication 898 942 975 Investor Communications 1,405 1,413 1,463 Miscellaneous 506 471 487 $37,860 $33,093 $36,773 (b) On November 1, 1996, Associated Planners Realty Income Fund ("Income Fund") purchased the remaining real estate asset from Associated Planners Realty Growth Fund ("Growth Fund"). This asset consisted of the 10 % interest that Income Fund had not already owned in an office building located in San Marcos, California. (c) Property management fees incurred in accordance with the partner ship agreement with West Coast Realty Management, Inc., an affiliate of the corporate General Partner, totaled $20,054, $17,568 and $24,760 for 1996, 1995 and 1994. Related party accounts payable to West Coast Realty Management, Inc. at December 31, 1996 and 1995 were $5,578 and $4,973. Related party accounts receivable from West Coast Realty Advisors, Inc. at December 31, 1996 was $1,000. 24 ASSOCIATED PLANNERS REALTY INCOME FUND (A CALIFORNIA LIMITED PARTNERSHIP) NOTES TO FINANCIAL STATEMENTS 5. NET INCOME AND CASH The Net Income per Limited Partnership Unit was computed DISTRIBUTIONS in accordance with the partnership agreement on the basis PER LIMITED of the weighted average number of outstanding Limited PARTNERSHIP Partnership Units of 5,096 for 1996, 1995 and 1994. UNIT The Limited Partner cash distributions, computed in accordance with the Partnership Agreement, were as follows: Outstanding Amount Total Record Date Units Per Unit Distribution September 30, 1996 5,096 $10.00 $ 50,960 June 30, 1996 5,096 10.00 50,904 March 31, 1996 5,096 13.00 66,248 December 31, 1995 5,096 12.50 63,700 Total $231,812 September 30, 1995 5,096 $12.50 $63,700 June 30, 1995 5,096 10.0000 50,960 March 31, 1995 5,096 8.4088 42,851 December 31, 1994 5,096 6.2500 31,850 Total $189,361 September 30, 1994 5,096 $6.2500 $31,850 June 30, 1994 5,096 12.50 63,700 March 31, 1994 5,096 12.5000 63,700 December 31, 1993 5,096 12.5000 63,700 Total $222,950 Distributions are paid in the fiscal quarter following the record date. 6 REALLOCATION OF Per the provisions of Section 11.1 (V)(ii) of the PARTNER BALANCES Partnership Agreement, the General Partner determined that action was necessary to "cure the ambiguities" within the Agreement. The ambiguity involved the treatment of the partnership management fee, being paid to the General Partner, as an expense of the Partnership, as opposed to a general partner withdrawal of capital. It was determined that the partnership management fee shall be treated as a withdrawal of capital in 1996 and beyond with a retroactive reallocation of capital for partnership management fees paid prior to 1996. In order to properly reflect this reallocation, a transfer of $170,030 was made from the General Partner's capital account to the Limited Partners capital account during the quarter ended March 31, 1996. 25 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. 26 PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT The Partnership is managed by the General Partners and the Limited Partners have no right to participate in the management of the Partnership or its business. Resumes of the General Partners' principal officers and directors and a description of the General Partners 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. PHILIP N. GAINSBOROUGH (Born 1938) is Chairman and a Director of West Coast Realty Advisors, Inc. He is also currently the President of Associated Financial Group, Inc., Associated Securities Corp., Associated Planners Insurance Services, Inc., and Associated Planners Investment Advisory, Inc. In addition, from January 1981 to the present, he has served as President of Gainsborough Financial Consultants, Inc., a financial planning firm located in Los Angeles, California. From January 1981 to December 1982, Mr. Gainsborough served as a Registered Principal of Private Ledger Financial Services, Inc. From January 1977 to December 1980, he was employed by E.F.Hutton & Co. as a Registered Representative. W. THOMAS MAUDLIN JR. (Born 1936) is a Director and President of West Coast Realty Advisors, Inc. ("WCRA"). He is also co-General Partner (with WCRA) of the Partnership. Mr. Maudlin has been active in the real estate area for over 30 years, serving as co-developer of high-rise office buildings and condominiums. He has structured transactions for syndicators in apartment housing, including sale leasebacks, all-inclusive trust deeds, buying and restructuring transactions to suit a particular buyer, and as a buyer acting as a principal. Mr. Maudlin was co-developer of the Gateway Los Angeles office building, a 165,000 square foot, fourteen-story office building located in West Los Angeles. Form 1980 to 1985, in partnership with the Muller Company, he developed eleven acres in San Bernardino which included a 42,000 square-foot office building, a six-plex movie theater and two restaurants. From 1980 to 1985, Mr. Maudlin was involved in building in San Bernardino, California, a 134- unit condominium development, a shopping center, and a restaurant in Ventura. He is a graduate of the University of Southern California. 27 NEAL NAKAGIRI (Born 1954 ) serves as Executive Vice President, General Counsel, Chief Operating Officer and Secretary of Associated Financial Group, Inc. He is Vice President for two 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. He was First Vice President and Director of Compliance with Jefferies and Co., Inc. from 1981 to 1984. He was Vice President and Director of Compliance at W & D Securities, Inc. from 1980 to 1983. He was 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. MICHAEL G. CLARK (Born 1956) is Senior Vice President/Treasurer of West Coast Realty Advisors, Inc., Associated Financial Group, Inc., and Associated Securities Corp. Prior to joining AFG in 1986, he served as Controller for Quest Resources, a Los Angeles-based syndicator and operator of alternative energy projects, from October 1984 to March 1986, and Assistant Controller for Valley Cable T.V., from March 1982 through September 1984. In addition, Mr. Clark served as an auditor for Arthur Young & Co. in Los Angeles, from July 1978 to March 1982. He is a graduate of the University of California, Santa Barbara (BA) and California State University, Northridge (MS). 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. 28 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS The Registrant was organized in December 1986 as a California Limited Partnership. Its General Partners (collectively referred to herein as the "General Partner") are West Coast Realty Advisors, Inc. and W. Thomas Maudlin Jr., an individual. The Registrant has no executive officers or directors. Philip N. Gainsborough, an officer of the General Partner, made an original limited partnership contribution to the Partnership in March 1987, 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: 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. For the year ended December 31, 1996, the amount paid the General Partner was $25,763. 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, 1996, the Partnership reimbursed $12,000 to the General Partner for these expenditures. 2. For property management services, the General Partner engaged West Coast Realty Management, Inc. ("WCRM") an affiliate of the General Partner. For the year ended December 31, 1996, the Partnership incurred property management fees of $20,054 with WCRM. 3. The General Partner received a 10% allocation of net income before depreciation and amortization and 1% of depreciation and amortization. For the year ended December 31, 1996 this resulted in a $26,862 allocation of net income before depreciation and amortization and a $1,002 allocation of depreciation and amortization, or a net income allocation of $25,860. 4. On December 31, 1996 the Partnership was indebted to WCRM for $5,578, which was paid subsequent to year-end. 29 PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS N FORM 8-K (a) 1. FINANCIAL STATEMENTS The following financial statements of Associated Planners Realty Income Fund, a California Limited Partnership, are included in PART II, ITEM 8: PAGE Report of Independent Certified Public Accountants......... 15 Balance Sheets -- December 31, 1996 and 1995............... 16 Statements of Income for the years ended December 31, 1996, 1995, and 1994...................... 17 Statements of Partners' Equity for the years ended December 31, 1996, 1995, and 1994...................... 18 Statements of Cash Flows for the years ended December 31, 1996, 1995 and 1994........................ 19 Summary of Accounting Policies................................. 20-21 Notes to Financial Statements................................. 22-25 2. FINANCIAL STATEMENT SCHEDULES Schedule III --Real Estate and Accumulated Depreciation...... 31 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 30 SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION December 31, 1996 INFORMATION REQUIRED BY RULE 12-28 IS AS FOLLOWS Cost Gross Amount at Life (Years) which on which Initial Cost Capitalized Carried at Close of Period Building Subsequent to Building Depreciation is & Acquisition & Year Computed Improve- Improve- Improve- Total Accumulated Construction Date Building & Description Land ments ments Land ments Cost Depreciation Completed Acquired Improvements Yorba Center Chino, 555,344 1,295,803 31,136 555,344 1,326,939 1,882,283 307,845 1987 10-88 31.5-40 California San Marcos Industrial Building San Marcos, California 727,517 2,079,388 198,000 777,517 2,227,388 3,004,905 418,701 1986 1-90 31.5-40 TOTAL 1,282,861 3,375,191 229,136 1,332,861 3,554,327 4,887,188 726,546 There were no mortgage notes payable on the properties at December 31, 1996. A reconciliation of accumulated depreciation is as follows: A reconciliation of the total cost is as follows: Balance at January 1, 1994 $430,331 Balance at January 1, 1994 $4,658,052 1994 Depreciation 97,933 1994 Additions 31,136 Balance at December 31, 1994 528,264 Balance at December 31, 1994 4,689,188 1995 Depreciation 98,076 1995 Additions 9,999 Balance at December 31, 1995 626,340 Balance at December 31, 1995 4,699,187 1996 Depreciation 100,206 1996 Additions 188,001 Balance at December 31, 1996 $726,546 Balance at December 31, 1996 $4,887,188 31 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 INCOME FUND A California Limited Partnership (Registrant) W. THOMAS MAUDLIN JR. (A General Partner) By: WEST COAST REALTY ADVISORS, INC. (A General Partner) NEAL E. NAKAGIRI (Director and Executive Vice President/General Counsel) MICHAEL G. CLARK (Vice President/Treasurer) Date: March 19, 1997 32