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 September 30, 1995
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 33-13983
ASSOCIATED PLANNERS REALTY GROWTH FUND
(Exact name of registrant as specified in its charter)
CALIFORNIA 95-4119808
(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
ASSOCIATED PLANNERS REALTY GROWTH FUND
(A California Limited Partnership)
ITEM 1. FINANCIAL STATEMENTS
In the opinion of the General Partner of Associated Planners Realty
Growth Fund (the "Partnership"), all adjustments necessary for a fair
presentation of the Partnership's results for the three and nine months ended
September 30, 1995 and 1994 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.
BALANCE SHEETS
September 30, 1995 (Unaudited) and December 31, 1994
September 30, December 31,
1995 1994
ASSETS
RENTAL REAL ESTATE, net of
accumulated depreciation (Notes 2 & 3) $3,205,254 $3,255,051
CASH AND CASH EQUIVALENTS 15,726 5,657
OTHER ASSETS 46,030 35,726
3,267,010 3,296,434
LIABILITIES AND PARTNERS' EQUITY
PAYABLE TO AFFILIATES $190,833 $ 187,807
OTHER ACCRUED LIABILITIES 75,715 16,725
NOTE PAYABLE - RELATED PARTY (Note 4) 150,000 150,000
SECURITY DEPOSITS AND PREPAID RENT 34,242 25,181
NOTE PAYABLE (Note 3) 1,633,213 1,614,884
TOTAL LIABILITIES 2,084,003 1,994,597
COMMITMENTS AND CONTINGENCIES
PARTNERS' EQUITY:
Limited Partner:
$1,000 stated value per unit;
authorized 10,000 units;
issued - 2,061 1,179,143 1,296,785
General Partner: 3,864 5,052
TOTAL PARTNERS EQUITY 1,183,007 1,301,837
$3,267,010 $3,296,434
[FN]
See accompanying notes to financial statements.
ASSOCIATED PLANNERS REALTY GROWTH FUND
(A California Limited Partnership)
STATEMENTS OF PARTNERS' EQUITY
Nine Months Ended September 30, 1995
(Unaudited)
Limited Partners General
Total Units Amount Partner
BALANCE, December 31, 1994 $1,301,837 2,061 $1,296,785 $5,052
Net loss (118,830) --- (117,642) (1,188)
BALANCE, September 30, 1995 $1,183,007 2,061 $1,179,143 $3,864
Nine Months Ended September 30, 1994
(Unaudited)
Limited Partners General
Total Units Amount Partner
BALANCE, December 31, 1993 $1,416,980 2,061 $1,410,777 $6,203
Net loss (65,544) --- (64,889) (655)
BALANCE, September 30, 1994 $1,351,436 2,061 $1,345,888 $5,548
[FN]
See accompanying notes to financial statements.
ASSOCIATED PLANNERS REALTY GROWTH FUND
(A California Limited Partnership)
STATEMENTS OF OPERATIONS
Three and Nine Months Ended September 30, 1995 and 1994
(unaudited)
Three Months Three Months Nine Months Nine Months
Ended Ended Ended Ended
September 30, September 30, September 30, September 30,
1995 1994 1995 1994
REVENUES:
Rental $53,564 $72,866 $174,879 $226,453
Interest 15 116 107 403
53,579 72,982 174,986 226,856
COSTS AND EXPENSES:
Operating 29,710 22,398 81,061 58,844
Property taxes 4,495 4,495 13,485 13,487
Property management fees 2,702 3,272 7,679 10,196
Interest 29,946 42,327 113,922 127,190
General and administrative 8,836 10,446 27,872 31,926
Depreciation and amortization 16,599 16,920 49,797 50,757
92,288 99,858 293,816 292,400
NET LOSS $(38,709) $(26,876) $(118,830) $(65,544)
NET LOSS PER
LIMITED PARTNERSHIP UNIT $(18.59) $(12.91) $(57.08) $(31.48)
[FN]
See accompanying notes to financial statements.
ASSOCIATED PLANNERS REALTY GROWTH FUND
(A California Limited Partnership)
STATEMENTS OF CASH FLOWS
Nine Months Ended September 30, 1995 and 1994
(Unaudited)
Nine Months Nine Months
Ended Ended
September 30, September 30,
1995 1994
Cash flow from operating activities:
Net Loss $(118,830) $(65,544)
Adjustments to reconcile net (loss) to
net cash (used in) operating activities:
Depreciation and amortization 49,797 50,757
Increase (decrease) from changes in:
Other assets (10,304) (9,411)
Accounts payable 62,016 27,946
Security deposits 9,061 415
Net cash (used in) operating activities (8,260) (4,163)
Cash flows from financing activities:
Addition to (payments on) note payable 18,329 (10,716)
Net cash provided by (used in)
financing activities 18,329 (10,716)
Net increase (decrease) in cash & cash equivalents 10,069 (6,553)
Cash and cash equivalents at beginning of period 5,657 29,564
Cash and cash equivalents at end of period $15,726 $23,011
[FN]
See accompanying notes to financial statements.
ASSOCIATED PLANNERS REALTY GROWTH FUND
(A California Limited Partnership)
Summary of Accounting Policies
Business
Associated Planners Realty Growth Fund (the "Partnership"), a
California limited partnership, was formed on March 9, 1987 under
the Revised Limited Partnership Act of the State of California for the
purpose of developing or acquiring, managing and operating leveraged
income producing real estate. The Partnership met its minimum funding of
$1,200,000 on August 29, 1988 and terminated its offering on September 5,
1989.
Basis of Presentation
The financial statements do not give effect to any assets that the
partners may have outside of their interest in the partnership, nor to
any personal obligations, including income taxes, of the partners.
Rental Real Estate and Depreciation
Assets are stated at cost. Depreciation is computed using the
straight-line method over estimated useful lives ranging from 31.5
to 40 years for financial reporting and income tax reporting purposes.
Organizational Costs and Loan Origination Fees
Organizational costs and loan origination fees are capitalized
and amortized over five and ten years, respectively.
Lease Commissions
Lease commissions which are paid to real estate brokers for locating
tenants are capitalized and amortized over the life of the lease.
Rental Revenue
Rental revenue is recognized on a straight-line basis to the extent
that rental revenue is deemed collectible.
Statements of Cash Flows
For purposes of the statement of cash flows, the Partnership
considers cash in the bank and all highly liquid investments purchased
with original maturities of three or less to be cash and cash equivalents.
ASSOCIATED PLANNERS REALTY GROWTH FUND
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
Three and Nine Months Ended September 30, 1995 and 1994 (Unaudited)
and December 31, 1994
Note 1 - Nature of Partnership Business
Associated Planners Realty Growth Fund, a California limited partnership
(the "Fund"), was formed on December 23, 1986 under the Revised Limited
Partnership Act of the State of California for the purpose of acquiring,
managing, and operating leveraged income-producing real estate.
Under the terms of the partnership agreement, the General Partner
(West Coast Realty Advisors, Inc. and W. Thomas Maudlin Jr.) 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 (Note 4).
Note 2 - Rental Real Estate
As of September 30, 1995 and December 31, 1994, the Fund's net real
estate investments in the Parkcenter Office Building and PROCARE Industrial
Building are as follows:
September 30, December 31,
1995 1994
Land $1,349,900 $1,349,900
Buildings and Improvements 2,241,600 2,241,600
3,591,500 3,591,500
Less Accumulated Depreciation 386,246 336,449
Net Real Estate Investment $3,205,254 $3,255,051
ASSOCIATED PLANNERS REALTY GROWTH FUND
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
Three and Nine Months Ended September 30, 1995 and 1994 (Unaudited)
and Year Ended December 31, 1994
(continued)
Note 3 - Note Payable
The Partnership has a 9.75% promissory note secured by a Deed of Trust
totaling $1,633,213 at September 30, 1995 and $1,614,884 at December 31,
1994, with a life insurance company. This note is due January 1, 2000, and
provides significant prepayment penalties. The monthly payments for
September 1, 1995 through January 1, 1996 are being deferred, whereupon the
total deferred payments will be added to the outstanding principal balance
and amortized over the remaining amortization period. This new balance
amortized over the remaining amortization period (288 months) will equal a
new Monthly Payment (at the current interest rate of 9.75%) of $15,087.81.
Note 4 - Related Party Transactions
(a) Property management fees incurred in accordance with the
partnership agreement with West Coast Realty Management, Inc., ("WCRM") an
affiliate of the corporate General Partner, totaled $7,679 for the nine
months ended September 30, 1995, $10,196 for the nine months ended
September 30, 1994, $2,702 for the three months ended September 30, 1995, and
$3,272 for the three months ended September 30, 1994. WCRM is currently
deferring collection of these fees.
(b) During the year ended December 31, 1990, the Partnership, in a
joint venture with Associated Planners Realty Income Fund (an affiliate),
purchased a one-story office building located in San Marcos, California (Note
2). The acquisition was paid for entirely in cash totaling $3,119,000
of which $311,900 was provided by the Partnership and $2,807,100 by
Associated Planners Realty Income Fund. The Partnership owns a 10% interest
in this joint venture.
(c) The Partnership has a note payable to a General Partner of
$150,000 at September 30, 1995 and December 31, 1994. The note outstanding
bears interest of 7.5% and is payable in equal installments of principal and
interest amortized over a 10 year period, with all remaining unpaid interest
and principal due on May 1, 1997. The General Partner is currently deferring
collection of payments of principal and interest on this note.
Note 5 - Net Loss and Cash Distributions Per Limited Partnership Unit
The Net Loss per Limited Partnership Unit was computed in accordance
with the Partnership Agreement on the basis of the number of outstanding
Limited Partnership Units. No distributions were made during the three or
nine months ended September 30, 1995 and September 30, 1994.
ASSOCIATED PLANNERS REALTY GROWTH FUND
(A California Limited Partnership)
ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Introduction
Associated Planners Realty Growth Fund (the "Partnership") was
organized in December 1986, under the California Revised Limited Partnership
Act. The Partnership began offering units for sale on October 20, 1987. As
of December 31, 1989, the Partnership had raised $2,061,000 in gross capital
contributions. The Partnership netted approximately $1,820,000 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 GROWTH FUND
(A California Limited Partnership)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(continued)
Results of Operations
Operations for the quarter ended September 30, 1995, reflect an
entire period of operations for the Partnership's properties. Rental revenue
for the three and nine months ended September 30, 1995, decreased from the
three and nine months ended September 30, 1994 by approximately $19,302 and
$51,574, respectively. Part of this decrease was a result of a vacancy at
the San Marcos building from January 8, 1995 to February 13, 1995. The
effect of this vacancy was a decrease in rent of approximately $3,000 for the
quarter and nine months. In addition, the new tenant (No Fear Inc.) entered
into a lease at a rate that was 30% less than the rate on the lease of the
prior tenant (Professional Care Products). This has resulted in
approximately $6,000 less rent for the first nine months of 1995 in
comparison to the first nine months of 1994. The remaining $42,574 decrease
in rental revenue is the result of lower occupancy and lower rent rates at
the Santa Ana office building. Total costs and expenses related to the
properties' operation were similar for the quarter ended September 30, 1995
and the quarter ended September 30, 1994. These same costs were $1,416
higher for the nine months ended September 30, 1995 vs. the nine months
ended September 30, 1994, as a result of lower interest expense (greater
principal repayments on mortgage loan) and property management fees
expenditures. General and administrative expenses were approximately equal
for both the three and nine months ended September 30, 1995 and September 30,
1994, as was depreciation and amortization expense. Property management fees
tracked the level of rental revenue. Property operating costs were higher
for the three and nine months ended September 30, 1995 in comparison to the
prior year ($7,312 for the quarter and $22,217 for nine months), due to
higher office maintenance costs.
At September 30, 1995, the Parkcenter Building was 69% occupied by eight
tenants. The San Marcos property, which is 10% owned the Partnership, was
100% occupied by one tenant.
Despite the 70% to 80% occupancy level at the property, it has been
unable to generate a positive cash flow. As a result the Partnership's
General Partner has been paying certain administrative costs of the
Partnership, i.e., property management fees, legal and accounting costs,
general and administrative fees, as well as certain leasehold improvement
costs. As of September 30, 1995, the amount of cash advanced to the
Partnership by the General Partner was $150,000. In addition, the
General Partner and its affiliates have deferred collection of fees and
expenses totaling $203,982. The General Partner is pursuing alternative
solutions to improve the cash flow of the Parkcenter Property and the
Partnership.
ASSOCIATED PLANNERS REALTY GROWTH 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 quarter ended September 30, 1995, the Partnership's cash
reserves increased by $13,125 primarily due to the deferral of the mortgage
payment (see Note 3) due September 1, 1995. Cash reserves are defined as
cash balances in checking and money market accounts.
For the nine months ended September 30, 1995, the change in cash and
cash equivalents increased by $10,069. This can be accounted for as follows:
1) $8,260 in cash was used in operating activities. This was largely the
result of cash being provided by an increase in accounts payable of $62,016
as payments of amounts due to third-party vendors and affiliates was
postponed until later periods. In addition, Other Assets increased $10,304,
effectively resulting in an decrease in cash. This increase was primarily
the result of a increase in prepaid expense balances, resulting from the
write-off of amounts (primarily insurance) paid in the last quarter
of 1994. These increases (decreases) to cash were greatly offset by $69,033
use of cash resulting from the cash basis net loss for the first nine months
of the year ($118,830 net loss with $49,797 in depreciation added back).
Management believes that this increase in cash was unusual, and it expects
that operating activities for the rest of the year will result in a net use
of cash.
2) $18,329 in cash was provided by financing activities. This was entirely
the result of the deferral of a mortgage payments for September 1995
resulting in an addition to the notes payable balance.
ASSOCIATED PLANNERS REALTY GROWTH FUND
(A California Limited Partnership)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(continued)
The Partnership had a net loss of $38,709, or $18.59 per limited
partnership unit, after depreciation expense of $16,599 for the quarter
ended September 30, 1995.
The Partnership's small cash reserve is invested primarily in a bank money
market account. This reserve is invested to provide stability and safety of
principal, competitive interest rates, and quick availability of funds, in
that order of importance.
Due to the large amount of vacancies and an increase in maintenance and
repair expenses at the Santa Ana Property, the reserves remained depleted
during the first nine months of 1995. In addition, the General Partner has
made loans to the Partnership and deferred collection of miscellaneous
amounts owed to it by the Partnership. For this reason, there were no
distributions made to the limited partners during the first nine months of
1995. It is the Partnership's intention to eliminate partner distributions
until such time as the reserves are built back up to acceptable levels and
various deferred liabilities due to the Advisor and its affiliates are paid.
The Partnership's properties are currently operating at a loss on a cash
basis, though the level of vacancy at the properties has stabilized. It is
uncertain at this point how long it will take the Partnership to rebuild
cash reserves and operate profitably on a cash basis. The Partnership's
ability to meet cash requirements in the short-run is dependent upon the
willingness of the General Partner and its affiliates to defer collection
of amounts due for property management fees and overhead allocations, and
the stabilization of the tenant base and rental rates at the Santa Ana
property. In the long run, the Partnership's cash requirements will be
further affected by the need to pay off the Deed of Trust that secures the
Santa Ana property. This note is due on January 1, 2000, and is projected to
have a balance of approximately $1,500,000 at that time. A sale or refinance
of the property will of course be necessary prior to that date. The San
Marcos property has no debt financing. In the short-term, the fact that
this property has a quality tenant and operates under a triple net lease,
allows the Partnership to collect a nominal amount of cash from the
operations of this Property. In the long-run, the Partnership expects to
benefit from the sale of this property when it is sold. The General Partner
anticipates that the San Marcos property will be sold prior to the year 2000.
The condition of the properties is relatively good, therefore there are
no projected capital improvements or unusually large repair costs that would
severely deplete the cash reserves. The General Partner believes in the
long-term the property can generate positive cash flows. The General
Partner is committed to maintaining the economic viability of the Partnership
and is exploring alternatives to maintaining sufficient operating capital.
This includes advancing small loans to the Partnership as needed ($5,000 to
$10,000), soliciting additional Limited Partner contributions to
ASSOCIATED PLANNERS REALTY GROWTH FUND
(A California Limited Partnership)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(continued)
pay down the mortgage balance, or obtaining debt relief from the lender. The
General Partner is a wholly owned subsidiary of Associated Financial Group
(the "Parent"), which consolidated, as of December 31, 1994, had $6.3
million in assets, $2.0 million in cash and cash equivalents, and $3.0
million in equity, and had net income of $.3 million for the year ended
December 31, 1994. The ability of the General Partner to obtain the cash to
make these advances is dependent upon the liquidity of the Parent company of
the General Partner.
The General Partner is aware that the economic conditions in the area in
which the Santa Ana property is located are not good. There have been
several foreclosures of office buildings in the same general area. Buildings
have had to compete for a dwindling supply of viable tenants by lowering the
rental rates they are offering, to rates that will allow owners to compete in
a difficult marketplace, that is considered to have an oversupply of
available office space. The General Partner is of the opinion that the
surplus of office space in the area has deterred new building in the general
area, and that eventually, given a turnaround in the local economy, the
demand for office space will improve, driving up market rents, and improving
the value of the Santa Ana property. It is the intention of the General
Partner to sell the Santa Ana property when it is reasonably feasible, given
the facts that:
1) The price it could be sold for now would be less than the balance on the
outstanding mortgage debt on the property, thus giving Partnership incentive
to substantially lease-up and maintain the property prior to sale,
2) The debt service on the property is so high that given the long-term
realities of low inflation in the U.S. economy and long-term economic
sluggishness in the Southern California economy (due to Orange and Los
Angeles county fiscal problems, aerospace and defense layoffs, lower personal
income figures, higher than average unemployment, etc.), rents may never
increase enough in the foreseeable future for this property to generate
significant enough positive cash flow to maintain the viability of the
Partnership, and pay certain accrued and accruing expenses due to the General
Partner and Affiliates.
As previously discussed, the Partnership has a 10% interest in a building
in San Marcos, California. In the first quarter of 1995, the building was
leased to a tenant at a rate 70% of the previous rental rate. Because the
Partnership has such a small percentage interest in this property, the
decrease in rent results in only a $750 per month decrease in cash flow.
This decrease is not expected to have a material impact on operations.
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.
ASSOCIATED PLANNERS REALTY GROWTH FUND
(A California Limited Partnership)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(continued)
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 its leases with some of its properties
tenants that will help alleviate some of the negative impact of inflation.
However, as previously alluded to, the lack of inflation is hurting the
Partnership due to the stagnation of office rental rates.
The Partnership completed its acquisition program in 1990.
There are currently no plans for any material renovation, improvement or
further development of the properties.
ASSOCIATED PLANNERS REALTY GROWTH 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 GROWTH 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 GROWTH FUND
A California Limited Partnership
(Registrant)
November 14, 1995 By: WEST COAST REALTY ADVISORS, INC.
A California Corporation,
A General Partner
William T. Haas
William T. Haas
Director and Executive Vice President / Secretary
November 14, 1995
Michael G. Clark
Michael G. Clark
Vice President / Treasurer