1 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 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999 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, (A CALIFORNIA LIMITED PARTNERSHIP) - ------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) CALIFORNIA 95-4036980 ------------------------------ ----------------- 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 [X] 2 Certain statements in the Annual Report on Form 10-K, particularly under Items 1 through 8, constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Reform Act"). Such forward-looking statements involve known and unknown risks, uncertainties, and other factors which may cause the actual results, performance or achievements of the Partnership to be materially different from any future results, performance or achievements, expressed or implied by such forward-looking statements. PART I ITEM 1. BUSINESS Associated Planners Realty Fund (the "Partnership"), was organized in November 1985, under the California Revised Limited Partnership Act. The General Partner is West Coast Realty Advisors, Inc. ("WCRA"), a California corporation. The Partnership was organized for the purpose of investing in, holding, and managing improved, 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 intended on owning and operating such Properties for investment over an anticipated holding period of approximately five to ten years. At December 31, 1999, 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. The Partnership acquired an 81.2% interest in two office buildings on December 31, 1986 in a joint venture with a related party, a 100% interest in a shopping center on January 23, 1987, a 100% interest in a commercial office building on November 12, 1987, and a 100% interest in a mini-warehouse facility on May 9, 1988. The terms of the joint venture call for Associated Planners Realty Fund to receive 81.2% of the operating profits and depreciation expense on the two office buildings acquired in 1986. The mini-warehouse facility acquired in 1988 was sold in May 1995 to an unrelated party. The two office buildings acquired in 1986 were sold in January 1999. Upon disposition of the property, the Partnership received 81.2% of the proceeds received from the sale of the property. The commercial office building acquired in 1987 was sold in February 2000. All properties are located in California except for the mini-warehouse which was located in Washington. 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 WCRA. 1 3 At December 31, 1999, all of the Partnership's remaining properties are being held for sale. The General Partner plans to liquidate the Partnership after the final property is sold. There is no assurance that the remaining properties will be sold and the Partnership will be liquidated during 2000. The financial statements do not contain any adjustments that might result from the liquidation of the Partnership. ITEM 2. PROPERTIES SHAW VILLA SHOPPING CENTER On January 23, 1987, the Partnership purchased the Shaw Villa Shopping Center (the "Center"), a 12,678 net leasable square foot shopping center located in Clovis, California. The Center was completed in 1978, and is situated on 69,260 square feet of land. The Center consists of two buildings of 8,250 and 4,428 square feet each. Stores range in size from 1,000 to 3,000 square feet in the larger building. There are ninety-two parking spaces available within the Center. Wherehouse Entertainment, Inc. (the "Wherehouse"), occupies a larger, newly constructed space, under a lease which runs through October 31, 2010, and calls for minimum monthly rent of $10,588 per month. No other tenant besides Wherehouse Entertainment, Inc., occupies 10% or more of the rental square footage of the Shaw Villa Shopping Center. The Wherehouse's 1999 rental income represented 62% of the total Partnership consolidated rental revenue. 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. Construction at the shopping center was completed in two phases. First, 4,000 square feet of additional space was erected on the new parcel, adjacent to an existing building at Shaw Villa. Construction of this phase was completed June 1, 1995. The space was then remodeled and expanded by approximately 3,900 square feet, for a total of 8,272 square feet. The construction was completed during 1995 and total construction costs of $1,372,900 were allocated to land, building and improvements. Included in the construction cost was $87,838 of capitalized construction loan interest. In October 1996, the Partnership obtained permanent financing from a major insurance company to replace the construction loan with a twenty year loan. The terms of the loan are as follows: Principal - $1,500,000; Interest Rate of 9.1% fixed for five years then may be adjusted to the weekly average of the five - year Treasury Note yield for the seventh week prior to the Adjustment Date (5th anniversary date) plus 250 basis points, but in no event less than the existing rate, nor to exceed the maximum rate allowed by law; Amortized over 20 years; due November 1, 2006; and current monthly payments of principal, interest and property taxes of $13,593. This Center is dependent upon the vitality of the consumer market in the general area. There are several other small shopping centers in the area, similar to the one owned by the Partnership. A large enough customer base exists for the retail and service business in the general area. Although all areas of California have occasionally been affected by economic slowdowns, layoffs, plant closings and military cutbacks, these economic factors are not expected to significantly impact the occupancy of the shopping center. 2 4 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 of the property are the same. In the opinion of the General Partner, the property is adequately insured. The property is managed by WCRM. At December 31, 1999, the Center is being held for sale. There is no assurance that the property will be sold during 2000. PACIFIC BELL BUILDING, SIMI FREEWAY COMMERCE CENTER On November 12, 1987, the Partnership purchased the Pacific Bell Building located in the Simi Freeway Commerce Center in Simi Valley, California. The building's construction was completed in 1986. The building provides 26,154 rentable square feet and is centrally located on the property's 2.06 acres of land. In August 1995, as part of a general Company-wide consolidation, Pacific Bell vacated the property. In November 1995, a subsidiary of Pacific Bell moved into a small portion of the property (1,700 square feet). Pacific Bell continued to pay its lease obligation on a regular basis. Countrywide Inc. subleased the property from Pacific Bell through May 15, 1999. PacBell's lease expired on May 15, 1999 and Countrywide had no option to extend the lease. Countrywide's 1999 rental revenue represented 24% of the total Partnership consolidated rental revenue. The average monthly rent per occupied square foot was approximately $.80 ($20,923 per month) up until May 15, 1999. The lease is a "triple net" lease, requiring the tenant to pay insurance, taxes, maintenance, and all other operating costs. 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 of the property are the same. In the opinion of the General Partner, that the property is adequately insured. The property is managed by WCRM. The Simi Valley property was sold to an unaffiliated buyer during February 2000 at a sales price of $2,350,000. The net proceeds received from the sale will be distributed to the limited partners and the General partner in accordance with the Partnership Agreement. The Partnership will recognize a gain of $291,151 from the sale of the property. SUMMARY As of December 31, 1999, the combined occupancy rate of all the Partnership's properties, was 100%. It is the opinion of the General Partner, that all properties are adequately covered by insurance. 3 5 The schedule below indicates the average annual occupancy rate expressed as a percentage of rentable square feet for the last five years: SHAW VILLA SANTA FE BUSINESS SHOPPING PACIFIC BELL YEAR PARK - 2 PROPERTIES CENTER BUILDING -------------------------------------------------------------------------------------------------- 1999 - 100% 100% 1998 Bldg. #3 = 100% Bldg. #5 = 100% 91% 100% 1997 Bldg. #3 = 100% Bldg. #5 = 100% 100% 100% 1996 Bldg. #3 = 76% Bldg. #5 = 92% 100% 100% 1995 Bldg. #3 = 66% Bldg. #5 = 82% 81% 100% The total original acquisition cost to the Partnership of each property and the dates of acquisition were as follows: ACQUISITION ACQUISITION DESCRIPTION COST DATE ------------------------------------------------------------------------------------------------------ Santa Fe Business Park (Building 3) (sold January 6, 1999) $ 705,918 12/31/86 Santa Fe Business Park (Building 5) (sold January 8, 1999) $ 861,410 12/31/86 Shaw Villa Shopping Center $ 2,854,221 01/23/87 Pacific Bell Building (sold February 4, 2000) $ 2,616,523 11/12/87 Shurguard Mini-warehouse (Sold May 15, 1995) $ 1,603,144 05/09/88 ------------------------------------------------------------------------------------------------------ ITEM 3. LEGAL PROCEEDINGS None. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. 4 6 PART II ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS At December 31, 1999, there were 7,499 limited partnership units outstanding and 627 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. There are no units available for sale at December 31, 1999. Distributions totaling $1,581,371, $257,891 and $214,471 were made to limited partners in 1999, 1998 and 1997, and were made to unit holders of record at the end of the calendar quarters indicated below. The General Partner distributions totaled $31,502, $28,654 and $23,831 for 1999, 1998 and 1997. The Partnership began paying distributions on a semi-annual basis with the first record date and payment date being December 31, 1997 and February 6, 1998. This change permitted the Partnership to operate more efficiently with lower Partnership operating expenses. These semi-annual distributions include cash distributions for the previous six months of operations. The limited partner distribution amounts for 1999, 1998 and 1997 are summarized below: UNITS TOTAL RECORD DATE DATE PAID PER UNIT OUTSTANDING PAID ----------------------------------------------------------------------------------------------------------------- 12/31/96 02/03/97 9.20 7,499 68,991 03/31/97 05/09/97 9.20 7,499 68,991 06/30/97 08/05/97 10.20 7,499 76,489 12/31/97 02/06/98 20.39 7,499 152,905 06/30/98 08/10/98 14.00 7,499 104,986 12/31/98 02/12/99 20.50 7,499 153,729 2/28/99 3/13/99 190.38 7,499 1,427,642 Distributions are made based on income from operations, before depreciation and amortization, available as a result of the previous six months of operations. 5 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. 1999 1998 1997 1996 1995 -------------------------------------------------------------------------------------------------------------------- Operations for the years ended December 31: Revenues $ 829,676 $ 728,167 $ 802,528 $ 722,358 $ 639,039 Net income 355,486 148,902 202,403 177,055 276,874 Net income per Limited Partner Unit* 39.09 15.88 22.31 19.69 33.23 Distributions per Limited Partner Unit* 210.88 34.39 39.79 33.65 235.94 Financial position at December 31, Total assets $ 4,405,136 $ 5,906,905 $ 6,092,548 $ 6,146,615 $ 6,011,070 Long term debt 1,405,674 1,439,198 1,469,817 1,497,782 1,225,950 Partners' equity 2,961,179 4,218,566 4,356,209 4,392,108 5,985,898 *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 Certain statements in the Management Discussion and Analysis constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Reform Act"). Such forward-looking statements involve known and unknown risks, uncertainties, and other factors which may cause the actual results, performance or achievements of the Partnership to be materially different from any future results, performance or achievements, expressed or implied by such forward-looking statements. RESULTS OF OPERATIONS - 1999 VS. 1998 Operations for the year ended December 31, 1999 reflect an entire period of operations for the two properties owned by the Partnership. Rental revenue decreased $283,022 (39%) as compared to 1998. This can be attributed to the sale of two Calle Magdalena properties during January 1999. Overall costs and expenses decreased $98,234 (17%) to $471,190 for the year ended December 31, 1999. Most of the cost decrease is due to the sale of the two Calle Magdalena properties. Due to the sale the Partnership has one remaining note payable which reduced interest expense $20,015. Since the Partnership had a smaller property portfolio, operating expenses decreased $71,889. Net income increased $206,584 (139%) to $355,486 from $148,902 for the years ended December 31, 1999 and 1998, respectively. The increase is largely due to the $475,938 gain recognized from the sale of two properties. On an operating cash flow basis (net income plus depreciation expense) the Partnership realized $482,873 in 1999, which is a $167,688 increase from 1998. 6 8 ITEM 7. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONT.) RESULTS OF OPERATIONS - 1998 VS. 1997 Operations for the year ended December 31, 1998 reflect an entire period of operations for the four properties owned and operated by the Partnership. Rental revenue decreased by $74,211 (9%) from 1997 to 1998, due primarily to the occupancy decrease in the 187 Calle Magdalena property. This property was converted from multi-tenant executive suites to a single tenant occupancy. Interest income remained comparable, only decreasing $150, from 1997 to 1998. The Partnership's overall costs and expenses decreased in 1998 as compared to 1997. Total expenses decreased from $593,093 in 1997 to $572,424 in 1998, a $20,669 (3%) decrease. Interest expense increased $14,201 (10%) as a result of an additional month of mortgage interest expense being accrued in 1998 as compared to 1997. Depreciation and amortization expense remained consistent between 1997 and 1998. Operating expenses decreased $40,805 (17%) as a result of a decrease in salaries and payroll, utilities and consulting expenses, primarily attributed to the change in the 187 Calle Magdalena property. General and administrative costs increased $4,653 (9%) due to higher fees. Net income in 1998 decreased by $53,501 (26%) compared to net income in 1997. On an operating cash flow basis (net income plus depreciation expense) the Partnership realized $315,185 in 1998, as compared to $367,404 in 1997. LIQUIDITY AND CAPITAL RESOURCES During the year ended December 31, 1999, the Partnership made distributions to the limited partners and the general partners totaling $1,612,873 of which $1,225,937 constituted a return of capital. Distributions compared favorably to the $482,873 in cash generated from property operations (net income plus depreciation expense). It is the intention of management to make semi-annually distributions of cash, subject to the maintenance of reasonable reserves. The Partnership began paying distributions on a semi-annual basis with the first record date and payment date being December 31, 1997 and February 6, 1998, respectively. This change permitted the Partnership to operate more efficiently with lower Partnership operating expenses. These semi-annual distributions will include cash distributions for the previous six months of operations. Management uses cash as its primary measure of the Partnership's liquidity. The amount of cash that represents adequate liquidity for a real estate limited partnership, in the short-term and long-term, 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. The Partnership believes that it has the ability to generate sufficient cash to meet both short-term and long-term liquidity needs, based upon the above four factors. 7 9 ITEM 7. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONT.) The first factor refers to the risk of Partnership's investments. The Partnership's investments in properties were paid for in cash or on a moderately leveraged basis. The second factor relates to the condition of the Partnership's properties. All Partnership properties are in good condition. There is no foreseeable need to increase reserves to fund deferred or unusual maintenance and repair expenditures. The third factor relates to life cycle. The Partnership completed its funding, acquisition and operating stages of properties in previous years. Thus, the Partnership is in the disposition stage. As part of the disposition stage, the Partnership has attempted to list each property for sale. Additionally, subsequent to year-end the Partnership sold the one property located in Simi Valley, California to unaffiliated buyers for sales price of $2,350,000. The proceeds from these property sales will be distributed to the limited and general partners during the 2000 fiscal year in accordance with the Partnership Agreement. The fourth factor relates to Partnership distributions. The Partnership is currently making semi-annual distributions from operations. Such distributions are subject to payments of Partnership expenses and reasonable reserves for expenses, maintenance, and replacements. In addition, at least six months of cash profits are left in the Partnership's balance sheet at each quarter end, since the Partnership makes distributions to the limited partners one month after each record date of June 30, and December 31. The General Partner believes that the Partnership will have the ability to meet its cash requirements in both the short-term and long-term. During the year ended December 31, 1999, the General Partner earned partnership management fees of $31,502. Slowdowns in the economy, inflation and changing prices have had a nominal effect on the Partnership's revenues and income from continuing operations. During the thirteen 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 lease clauses with its tenants that will help alleviate much of the negative impact of inflation. Among these are: A. Triple net leases at the Shaw Villa Shopping Center give the Partner- ship an ability to pass on higher operating costs to its tenants. CASH FLOWS 1999 VS. 1998 Cash flows from operating activities decreased $199,910 to $113,012. This decrease can be attributed to the sale of the two properties. Cash from investing activities increased to $1,569,730, which is due to the proceeds received from the sale of two properties. The Partnership distributed a majority of the proceeds to partners, causing cash flows used in financing activities to increase $1,600,304 from 1998. Distributions to the Limited Partners totaled $1,581,371, while distributions to the General Partner totaled $31,502. In contrast 1998 had distributions to the Limited Partners of $257,891 and distributions to the General Partner of $28,654. 8 10 ITEM 7. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONT.) CASH FLOWS 1998 VS. 1997 Cash and cash equivalents decreased $29,892 for the year ended December 31, 1998 compared to a $81,228 increase for the year ended December 31, 1997. The decrease in cash resources is primarily due to the increase in distributions to the limited partners and the general partners in 1998 as compared to 1997. Cash provided from operating activities increased by $312,922 during 1998 with the largest contributor being a $315,185 in cash basis net income. In contrast, during 1997, cash provided by operating activities increased $384,184 with the largest contributor being $367,404 in cash basis net income. Investing activities resulted in a $7,850 decrease in cash during 1998 due to improvements made to 187 Calle Magdalena property. In contrast, 1997 investing activities decreased $20,980 due to tenant improvements relating to the Shaw Villa Shopping Center property. Cash from financing activities decreased $334,964 in 1998 due to $304,345 being distributed to limited, general and minority partners and $30,619 used as payment on the note payable. In contrast, cash provided by financing activities decreased $281,976 in 1997 due to $254,011 being distributed to the limited, general and minority interest partners and $27,965 used as payment on the note payable. NEW ACCOUNTING PRONOUNCEMENTS Statement of Financial Accounting Standards No. 133, "Accounting for Certain Derivative Instruments and Certain Hedging Activities" (SFAS 133), establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, (collectively referred to as derivatives) and for hedging activities. Statement of Financial Accounting Standards No. 137, Accounting for Derivative Instruments and Hedging Activities - - Deferral of the effective date of FASB Statement No. 133 - an amendment of FASB Statement No. 133 ("SFAS 133"), defers the effective date of SFAS 133 to be effective for financial statements ending after June 15, 2000. The Company does not expect adoption of SFAS No. 133 to have a material effect, if any, on its financial position or results of operations. IMPACT OF YEAR 2000 Many existing computer systems and applications, and other control devices, use only two digits to identify a year in the date field, without considering the impact of the upcoming change in the century. As a result, such systems and applications could fail or create erroneous results unless corrected so that they can process data related to the year 2000. The General Partner relies on its systems, applications and devices in operating and monitoring all major aspects of its business, including financial systems (such as general ledger, accounts receivable, accounts payable and shareholder servicing), and embedded computer chips, networks and telecommunications equipment and end products. The General Partner also relies, directly and indirectly, on external systems of business enterprises such as its advisor, lessees, suppliers, creditors, financial organizations, and of governmental entities for accurate exchange of data. Following the Year 2000 transition, the General Partner has not experienced any known disruption to its business as a result of Year 2000. The General Partner will continue to evaluate the nature of these risks throughout Year 2000. The cost of the General Partner's Year 2000 programs have not been material to the General Partner's financial position or results of operations. Although the General Partner's business systems were Year 2000 compliant by December 31, 1999, the General Partner makes no assurances regarding the Year 2000 compliance of third party systems. 9 11 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA PAGE Report of Independent Certified Public Accountants .........................11 Consolidated Balance Sheets - December 31, 1999 and 1998 ...................12 Consolidated Statements of Income for the years ended December 31, 1999, 1998 and 1997 ......................................13 Consolidated Statements of Partners' Equity for the years ended December 31, 1999, 1998 and 1997.......................................14 Consolidated Statements of Cash Flows for the years ended December 31, 1999, 1998 and 1997 ......................................15 Summary of Accounting Policies ..........................................16-17 Notes to Consolidated Financial Statements ..............................18-21 Financial Statement Schedules Schedule III-Real Estate and Accumulated Depreciation .................26 Schedule IV-Mortgage Loan on Real Estate ..............................27 10 12 REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS Associated Planners Realty Fund (a California Limited Partnership) Los Angeles, California We have audited the accompanying consolidated balance sheets of Associated Planners Realty Fund (a California limited partnership) and consolidated entities, as of December 31, 1999 and 1998 and the related consolidated statements of income, partners' equity, and cash flows for each of the three years in the period ended December 31, 1999. We have also audited the schedules listed in the accompanying index. These consolidated financial statements and schedules are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these consolidated financial statements and schedules based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements and schedules are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements and schedules. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. As discussed in Note 7, all of the Partnership's remaining properties are held for sale as of December 31, 1999. The General Partner plans to liquidate the Partnership after the final property is sold. The financial statements do not contain any adjustments that might result from the liquidation of the Partnership. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Associated Planners Realty Fund (a California limited partnership) and consolidated entities, at December 31, 1999 and 1998, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 1999 in conformity with generally accepted accounting principles. Also, in our opinion, the schedules presents fairly, in all material respects, the information set forth therein. BDO SEIDMAN, LLP Los Angeles, California March 17, 2000 11 13 ASSOCIATED PLANNERS REALTY FUND AND CONSOLIDATED ENTITIES (A CALIFORNIA LIMITED PARTNERSHIP) CONSOLIDATED BALANCE SHEETS December 31, ------------------------------ 1999 1998 -------------- ----------- ASSETS Rental real estate held for sale, less accumulated depreciation (Notes 2, 7 and 8) $ 4,385,483 $ 5,606,662 Cash and cash equivalents 5,223 257,749 Other assets 14,430 42,494 -------------- ------------ Total assets $ 4,405,136 $ 5,906,905 ============= ============ LIABILITIES AND PARTNERS' EQUITY LIABILITIES Accounts payable: Trade $ 2,270 $ 10,914 Related party (Note 5(d)) 13,934 14,425 Notes payable (Note 3) 1,405,674 1,439,198 Security deposits and prepaid rent 22,079 30,020 ------------- ---------- Total liabilities 1,443,957 1,494,557 ------------- ---------- MINORITY INTEREST - 193,782 CONTINGENCIES (Note 7) PARTNERS' EQUITY (Notes 6 and 7): Limited partners: $1,000 stated value per unit - authorized 7,500 units; issued and outstanding 7,499 2,875,885 4,164,156 General partner 85,294 54,410 ------------- ---------- Total partners' equity 2,961,179 4,218,566 ------------- ---------- Total liabilities and partners' equity $ 4,405,136 $ 5,906,905 ============= ============ See accompanying summary of accounting policies and notes to consolidated financial statements. 12 14 ASSOCIATED PLANNERS REALTY FUND AND CONSOLIDATED ENTITIES (A CALIFORNIA LIMITED PARTNERSHIP) CONSOLIDATED STATEMENTS OF INCOME Years ended December 31, ---------------------------------------------- 1999 1998 1997 ------------- ------------ ------------ REVENUES Rental (Notes 2 and 4) $ 434,989 $ 718,011 $ 792,222 Gain on sale of property 475,938 - - Interest 13,838 10,156 10,306 ------------- ------------ ------------ 924,765 728,167 802,528 ------------- ------------ ------------ COST AND EXPENSES Operating (Note 5) 130,037 201,926 242,731 General and administrative (Note 5) 87,429 54,863 50,210 Depreciation and amortization 127,387 166,283 165,001 Interest expense 129,337 149,352 135,151 ------------- ------------ ------------ 474,190 572,424 593,093 ------------- ------------ ------------ INCOME FROM OPERATIONS 450,575 155,743 209,435 MINORITY INTEREST IN NET LOSS (INCOME) OF JOINT VENTURES (Note 5(c)) ( 95,089) - (6,841) (7,032) ------------- ------------ ------------ NET INCOME $ 355,486 $ 148,902 $ 202,403 ============= ============= ============= NET INCOME PER LIMITED PARTNERSHIP UNIT (Note 6) $ 39.09 $ 15.88 $ 22.31 ============= ============= ============= See accompanying summary of accounting policies and notes to consolidated financial statements. 13 15 ASSOCIATED PLANNERS REALTY FUND AND CONSOLIDATED ENTITIES (A CALIFORNIA LIMITED PARTNERSHIP) CONSOLIDATED STATEMENTS OF PARTNERS' EQUITY YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997 Limited Partners --------------------------- General Units Amount Partner Total ---------- ------------- ----------- ------------ BALANCE, January 1, 1997 7,499 $ 4,350,158 $ 41,950 $ 4,392,108 Net income for the year - 167,313 35,090 202,403 Distribution to limited partners (Note 6) - (214,471) - (214,471) Distribution to general partners - - (23,831) (23,831) ---------- ------------- ----------- ------------ BALANCE, December 31, 1997 7,499 4,303,000 53,209 4,356,209 Net income for the year - 119,047 29,855 148,902 Distribution to limited partners (Note 6) - (257,891) - (257,891) Distribution to general partners - - (28,654) (28,654) ---------- ------------- ----------- ------------ BALANCE, December 31, 1998 7,499 4,164,156 54,410 4,218,566 Net income for the year - 293,100 62,386 355,486 Distribution to limited partners (Note 6) - (1,581,371) - (1,581,371) Distribution to general partners - - (31,502) (31,502) ---------- ------------- ----------- ------------ BALANCE, December 31, 1999 7,499 $ 2,875,885 $ 85,294 $ 2,961,179 ========== ============= =========== ============ See accompanying summary of accounting policies and notes to consolidated financial statements. 14 16 ASSOCIATED PLANNERS REALTY FUND AND CONSOLIDATED ENTITIES (A CALIFORNIA LIMITED PARTNERSHIP) CONSOLIDATED STATEMENTS OF CASH FLOWS INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS Years ended December 31, 1999 1998 1997 - ------------------------------------------------------------------------------------------------------------- CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 355,486 $ 148,902 $ 202,403 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 127,387 166,283 165,001 Minority interest in net (loss) income 95,089 6,841 7,032 Gain of sale of property (475,938) - - Increase (decrease) from changes in operating assets and liabilities: Other assets 28,064 (2,682) (8,726) Accounts payable - trade (8,644) (5,238) 11,163 Accounts payable - related party (491) 1,050 6,481 Security deposits and prepaid rent (7,941) (2,234) 830 - ------------------------------------------------------------------------------------------------------------- Net cash provided by operating activities 113,012 312,922 384,184 - ------------------------------------------------------------------------------------------------------------- CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from sale 1,569,730 - - Rental real estate improvements - (7,850) (20,980) - ------------------------------------------------------------------------------------------------------------- Net cash provided by/(used in) investing activities 1,569,730 (7,850) (20,980) - ------------------------------------------------------------------------------------------------------------- CASH FLOWS FROM FINANCING ACTIVITIES Distributions to limited partners (1,581,371) (257,891) (214,471) Distributions to general partners (31,502) (28,654) (23,831) Distributions to minority interest (288,871) (17,800) (15,709) Payments on notes payable (33,524) (30,619) (27,965) - ------------------------------------------------------------------------------------------------------------- Net cash used in financing activities (1,935,268) (334,964) (281,976) - ------------------------------------------------------------------------------------------------------------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (252,526) (29,892) 81,228 CASH AND CASH EQUIVALENTS, beginning of year 257,749 287,641 206,413 - ------------------------------------------------------------------------------------------------------------ CASH AND CASH EQUIVALENTS, end of year $ 5,223 $ 257,749 $ 287,641 ============================================================================================================ SUPPLEMENTAL DISCLOSURE OF NON-CASH INFORMATION Cash paid for interest $ 118,677 $ 138,438 $ 135,151 ============================================================================================================ See accompanying summary of accounting policies and notes to consolidated financial statements. 15 17 ASSOCIATED PLANNERS REALTY FUND AND CONSOLIDATED ENTITIES (A CALIFORNIA LIMITED PARTNERSHIP) SUMMARY OF ACCOUNTING POLICIES BUSINESS Associated Planners Realty Fund (the "Partnership"), a California limited partnership, was formed on November 19, 1985 under the Revised Limited Partnership Act of the State of California. The Partnership was formed to acquire income-producing real property throughout the United States with an emphasis on properties located in California and the southwestern states. The Partnership purchased these properties on an all cash basis or on a moderately leveraged basis and intended on owning and operating such properties for investment over an anticipated holding period of approximately five to ten years. BASIS OF PRESENTATION 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 5 to 40 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 and collection is probable. STATEMENTS OF CASH FLOWS For the purposes 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. COMPREHENSIVE INCOME Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive Income," ("SFAS 130") establishes standards for reporting and display of comprehensive income and its components in a full set of general-purpose financial statements. Comprehensive income is comprised of net income and all changes to stockholders' equity except those due to investments by owners and distribution to owners. The Company does not have any components of comprehensive income for each of the years ended December 31, 1999, 1998 and 1997. 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. 16 18 ASSOCIATED PLANNERS REALTY FUND AND CONSOLIDATED ENTITIES (A CALIFORNIA LIMITED PARTNERSHIP) SUMMARY OF ACCOUNTING POLICIES NET INCOME PER LIMITED PARTNERSHIP UNIT Net income per limited partnership unit is calculated by dividing the limited partners share of net income by the weighted average number of limited partnership units outstanding for the period. NEW ACCOUNTING PRONOUNCEMENTS Statement of Financial Accounting Standards No. 133, "Accounting for Certain Derivative Instruments and Certain Hedging Activities" (SFAS 133), establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, (collectively referred to as derivatives) and for hedging activities. Statement of Financial Accounting Standards No. 137, Accounting for Derivative Instruments and Hedging Activities - - Deferral of the effective date of FASB Statement No. 133 - an amendment of FASB Statement No. 133 ("SFAS 133"), defers the effective date of SFAS 133 to be effective for financial statements ending after June 15, 2000. The Company does not expect adoption of SFAS No. 133 to have a material effect, if any, on its financial position or results of operations. 17 19 ASSOCIATED PLANNERS REALTY FUND AND CONSOLIDATED ENTITIES (A CALIFORNIA LIMITED PARTNERSHIP) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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 As of December 31, 1999, the Partnership owned the following two rental real estate properties: Location (Property Name) Date Purchased Cost ------------------------------------------------------------------------------------------------------ Clovis, California January 23, 1987 2,854,221 Simi Valley, California November 12, 1987 2,616,523 The major categories of property are: December 31, 1999 1998 ------------------------------------------------------------------------------------------------------- Land $ 1,631,966 $ 2,361,894 Buildings and improvements 3,822,668 4,629,518 Furniture and fixtures 16,109 46,660 ------------------------------------------------------------------------------------------------------- 5,470,743 7,038,072 Less accumulated depreciation 1,085,260 1,431,410 ------------------------------------------------------------------------------------------------------- Rental real estate, net $ 4,385,483 $ 5,606,662 ======================================================================================================= 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: Two tenants accounted for 62% and 24% in 1999; Three tenants accounted for 20%, 14%, and 11% in 1998; Four tenants accounted for 41%, 22%, 18% and 13% in 1997; During February 2000, the Simi Valley property was sold to an unaffiliated buyer (see Note 8). 18 20 ASSOCIATED PLANNERS REALTY FUND AND CONSOLIDATED ENTITIES (A CALIFORNIA LIMITED PARTNERSHIP) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 3--NOTES PAYABLE In October 1996, the Partnership obtained permanent financing secured by a first deed of trust from a major insurance company to replace the construction loan on Shaw Villa Shopping Center. The terms of the loan are as follows: Principal - $1,500,000; Interest Rate of 9.1% fixed for five years then may be adjusted to the weekly average of the five year Treasury Note yield for the seventh week prior to the adjustment date (5th anniversary date) plus 250 basis points, but in no event less than the existing rate, nor to exceed the maximum rate allowed by law; Amortized over twenty years; due November 1, 2006; and current monthly payments of principal, interest and property taxes of $13,593. The note payable balance is $1,405,674 and $1,439,198 at December 31, 1999 and 1998. The fair value of the note approximated $1,391,000 based on current lending rates which approximate industry lending rate on this type of property at this location. The aggregate annual future maturities at December 31, 1999 are as follows: Years ending December 31, Amount ------------ 2000 $ 163,116 2001 163,116 2002 163,116 2003 163,116 2004 163,116 Thereafter 590,094 ------------ Total $ 1,405,674 ============ NOTE 4--FUTURE MINIMUM RENTAL INCOME As of December 31, 1999, future minimum rental income under existing leases, excluding month to month rental agreements, that have remaining noncancelable terms in excess of one year are as follows and rental income from the Simi Valley property which was sold during February 2000 (see Note 8): Years ending December 31, Amount ------------ 2000 $ 252,071 2001 200,524 2002 186,292 2003 185,790 2004 163,533 Thereafter 762,336 ------------ Total $ 1,750,546 ============ Future minimum rental income does not include lease renewals or new leases that may result after a noncancelable-lease expires. 19 21 ASSOCIATED PLANNERS REALTY FUND AND CONSOLIDATED ENTITIES (A CALIFORNIA LIMITED PARTNERSHIP) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 5--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, ---------------------------------------- 1999 1998 1997 -------- --------- ------- Partnership management fees $ 21,771 $ 28,654 $ 23,831 Administrative services: Data processing 4,044 4,800 4,740 Postage 1,802 2,500 2,520 Investor processing 1,900 1,875 1,850 Investor Communications 1,144 1,475 1,575 Duplication 600 900 915 Miscellaneous 241 450 400 -------- --------- ------- $ 31,502 $ 40,654 $ 35,831 ======== ========= ======= (b) Property management fees to West Coast Realty Management, Inc. ("WCRM"), an affiliate of the General Partner, were $26,424, $36,671 and $39,593 for 1999, 1998 and 1997. (c) Distributions of $288,871, $17,800 and $15,709 for 1999, 1998 and 1997 were made to an affiliate in connection with the minority interest. The minority interest in net income was $0, $6,841 and $7,032 for 1999, 1998 and 1997. (d) Related party accounts payable are as follows: December 31, -------------------------- 1999 1998 ---------- ----------- West Coast Realty Advisors, Inc. $ 6,000 $ 3,000 West Coast Realty Management, Inc. 7,934 11,425 ---------- ----------- $ 13,934 $ 14,425 ========== =========== 20 22 ASSOCIATED PLANNERS REALTY FUND AND CONSOLIDATED ENTITIES (A CALIFORNIA LIMITED PARTNERSHIP) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 6--NET INCOME AND CASH DISTRIBUTIONS PER LIMITED PARTNERSHIP The Limited Partner cash distributions, computed in accordance with the Partnership Agreement, were as follows: Outstanding Amount Record Date Distribution Units Per Unit Total -------------------------------------------------------------------------------------------- February 28, 1999 7,499 20.50 $ 153,729 December 31, 1998 7,499 190.38 1,427,642 ------------ Total $ 1,581,371 ============ June 30, 1998 7,499 14.00 $ 104,986 December 31, 1997 7,499 20.39 152,905 ------------ Total $ 257,891 ============ June 30, 1997 7,499 $10.20 $ 76,489 March 31, 1997 7,499 9.20 68,991 December 31, 1996 7,499 9.20 68,991 ------------ Total $ 214,471 ============ In the second half of 1997, the Partnership began paying distributions on a semi-annual basis. This change has permitted the Partnership to operate more efficiently with lower Partnership operating expenses. These semi-annual distributions will include cash distributions for the previous six months of operations. NOTE 7--LIQUIDATION OF PARTNERSHIP At December 31, 1999, all of the Partnership's remaining properties are being held for sale. One of the properties was sold during February 2000 (see Note 8). The General Partner plans to liquidate the Partnership after the final property is sold. There is no assurance that the remaining properties will be sold and the Partnership will be liquidated during 2000. The financial statements do not contain any adjustments that might result from the liquidation of the Partnership. NOTE 8--SUBSEQUENT EVENT On February 4, 2000 the Simi Valley property was sold to an unaffiliated buyer for a sales price of $2,350,000. The net proceeds received from the sale will be distributed to the limited and general partners in accordance with the partnership agreement. The partnership will recognize a gain of $291,151 from the sale of the property. 21 23 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. 22 24 PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT The Partnership is managed by the General Partners. The Limited Partners have no right to participate in the management of the Partnership or its business. The General Partner is West Coast Realty Advisors, Inc., a California corporation. 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. NEAL NAKAGIRI (Born 1954) serves as President and General Counsel of Associated Financial Group, Inc. He is 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. W. THOMAS MAUDLIN JR. (Born 1936) is a Director and President of West Coast Realty Advisors, Inc. ("WCRA"). 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. From 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 a 134-unit condominium development in San Bernardino, California, a shopping center, and a restaurant in Ventura. He is a graduate of the University of Southern California. 23 25 JOHN R. LINDSEY, (Born 1946) serves as Vice President/Treasurer. He is responsible for all facets of financial management of the Associated Financial Group. Previously, Mr. Lindsey was a consultant specializing in financial services, worked for a large financial institution and performed audits and consulting assignments for Price Waterhouse. He is a Certified Public Accountant and a member of the California Society of CPAs and the American Institute of CPAs. He received a BS in Business Administration and Accounting from the University of Southern California in 1968. 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. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS The Registrant was organized in November 1985 as a California Limited Partnership. Its General Partner is WCRA. 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 November 1985, 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 rendered: 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, 1999, the amount paid the General Partner was $31,502. 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, 1999, the Partnership reimbursed $10,710 to the General Partner for these expenditures. 2. For property management services, the General Partner engaged WCRM an affiliate of the General Partner. For the year ended December 31, 1999, WCRM earned property management fees of $26,424 from the Partnership. On December 31, 1999, the Partnership was indebted to WCRM for $7,934, which was paid subsequent to year-end. 3. The General Partner received a 10% allocation of net income before depreciation and amortization and 1% of depreciation. For the year ended December 31, 1999 this resulted in a $48,287 allocation of net income before depreciation and a $1,274 allocation of depreciation. 4. In connection with the joint venture in the Santa Fe Business Park properties, the Partnership made distributions totaling $288,871 to Prado Land Company, an affiliate of the General Partner's President, during the year ended December 31, 1999. For the year ended December 31, 1999. 24 26 PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON 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 .................11 Consolidated Balance Sheets - December 31, 1999 and 1998 ...........12 Consolidated Statements of Income for the years ended December 31, 1999, 1998 and 1997 ............................13 Consolidated Statements of Partners' Equity for the years ended December 31, 1999, 1998 and 1997.............................14 Consolidated Statements of Cash Flows for the years ended December 31, 1999, 1998 and 1997 ............................15 Summary of Accounting Policies ..................................16-17 Notes to Consolidated Financial Statements ......................18-22 (c) FINANCIAL STATEMENT SCHEDULES Schedule III--Real Estate and Accumulated Depreciation .............26 Schedule IV--Mortgage Loan on Real Estate...........................27 All other schedules have been omitted because they are either not required, not applicable or the information has been otherwise supplied. (c) REPORTS ON FORM 8-K NONE (c) EXHIBITS NONE 25 27 SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION DECEMBER 31, 1999 INFORMATION REQUIRED BY RULE 12-28 IS AS FOLLOWS Life (Years) on which Depre- ciation Cost is Capitalized Gross Amount Computed Subse- at Which Carried -------- Initial Cost quent at Close of Period Year Build- ------------------- to --------------------- Con- ing Building Acqui- Building Accumu- struc- and and sition and lated tion Date Im- Improve- Improve- Improve- Total Depreci- Com- Ac- prove- Description Encumbrances Land ments ments Land ments Cost ation pleted quired ments - ----------- ------------ ------- --------- ---------- -------- ---------- --------- --------- -------- ------ ------ Shaw Villa Shopping Center Clovis, CA 1,405,674 657,924 551,066 1,645,231 878,646 1,975,575 2,854,221 413,448 1978 1-87 1.5-40 Pacific Bell Office Building Simi Valley, CA -- 753,320 1,863,202 -- 753,320 1,863,202 2,616,522 671,812 1986 11-87 31.5-40 ---------- --------- ---------- ---------- ------- --------- --------- ------- Total $1,405,674 $1,411,244 $2,414,268 $1,645,231 $1,631,966 $3,838,777 $5,470,743 $1,085,260 ========== ========== ========== ========== ========== ========== ========== ========== A reconciliation of accumulated depreciation for A reconciliation of cost for the years ending the years ending December 31, 1997, 1998 and 1999 December 31, 1997, 1998 and 1999 follows: follows: Balance at January 1, 1997 $ 1,100,126 Balance at January 1, 1997 $ 7,009,242 1997 Depreciation 165,001 1997 Additions 20,980 ------------ ------------ Balance at December 31, 1997 1,265,127 Balance at December 31, 1997 7,030,222 1998 Depreciation 166,283 1998 Additions 7,850 ------------ ------------ Balance at December 31, 1998 1,431,410 Balance at December 31, 1998 7,038,072 1999 Depreciation 127,387 1999 Additions - 1999 Dispositions (473,537) 1999 Dispositions (1,567,329) ------------ ------------ Balance at December 31, 1999 $ 1,085,260 Balance at December 31, 1999 $ 5,470,743 ============ ============ 26 28 SCHEDULE IV - MORTGAGE LOAN ON REAL ESTATE DECEMBER 31, 1999 INFORMATION REQUIRED BY RULE 12-29 IS AS FOLLOWS Final Period Delinquent Interest Maturity Payment Prior Face Carrying Principal/ Description Rate Date Terms Liens Amount Amount Interest - ------------------------------------------------------------------------------------------------------------------------- Monthly Principal & Interest Payments: Shaw Villa Amortized over Shopping Center - 20 years; Balloon Clovis, CA 9.1% 11/1/2006 Payment @ Maturity None $ 1,500,000 $ 1,405,674 $ None ======================================================================================================================== A reconciliation of mortgage loan payable for the years ended December 31, 1997, 1998 and 1999 as follows: Balance at January 1, 1997 $ 1,497,782 1997 Paydowns (27,965) -------------- Balance at December 31, 1997 1,469,817 1998 Paydowns (30,619) -------------- Balance at December 31, 1998 1,439,198 1999 Paydowns (33,524) -------------- Balance at December 31, 1999 $ 1,405,674 ============== 27 29 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 FUND A California Limited Partnership (Registrant) /s/ W. THOMAS MAUDLIN JR. W. THOMAS MAUDLIN JR. - ------------------------------------ (A General Partner) By: WEST COAST REALTY ADVISORS, INC. (A General Partner) /s/ JOHN R. LINDSEY JOHN R. LINDSEY - ------------------------------------ (Vice President/Treasurer) Date: March 30, 1999 28