<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM 10-Q/A
AMENDMENT TO GENERAL FORM FOR REGISTRATION OF SECURITIES
Filed pursuant to Section 12(g)
THE SECURITIES EXCHANGE ACT OF 1934
ASSOCIATED PLANNERS REALTY FUND
(Exact name of registrant as specified in its charter)
AMENDMENT NO. 1
File No. 0-16805
The undersigned Registrant hereby amends the following items, financial
statements, exhibits or other portions of its General Form for Registration
of Securities on Form 10-Q as set forth in the pages attached hereto:
10-Q for the Quarter ending September 30, 1995
Item 1 and 2
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Amendment to be signed on its behalf by the
undersigned thereunto duly authorized.
ASSOCIATED PLANNERS REALTY FUND
(Registrant)
Date:
By: West Coast Realty Advisors, Inc. (General Partner)
By:
Michael G. Clark, Vice President/Treasurer
<PAGE>
ASSOCIATED PLANNERS REALTY FUND
(A California Limited Partnership)
ITEM 1. FINANCIAL STATEMENTS
In the opinion of the General Partner of Associated Planners Realty
Fund (the"Partnership"), all adjustments necessary for a fair presentation
of the Partnership's results for the three and 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.
<TABLE>
BALANCE SHEETS
September 30, 1995 (Unaudited) and December 31, 1994
<CAPTION>
September 30, December 31,
1995 1994
<S> <C> <C>
ASSETS
RENTAL REAL ESTATE, net of accumulated
depreciation (Notes 1& 2) $4,498,552 $5,982,471
CASH & CASH EQUIVALENTS 173,282 36,227
CONSTRUCTION IN PROGRESS 1,182,637 68,411
INVESTMENT-GOVERNMENT SECURITIES ACCOUNT --- 55,554
OTHER ASSETS 33,433 112,713
$5,887,904 $6,255,376
LIABILITIES AND PARTNERS' EQUITY
ACCOUNTS PAYABLE $22,221 $24,757
CONSTRUCTION LOAN PAYABLE 1,033,363 ---
SECURITY DEPOSITS AND PREPAID RENT 43,574 20,103
TOTAL LIABILITIES 1,099,158 44,860
MINORITY INTEREST (Note 1) 223,594 224,618
COMMITMENTS AND CONTINGENCIES (Note 5)
PARTNERS' EQUITY:
Limited Partner:
$1,000 stated value per unit;
authorized 7,500 units;
issued - 7,499 4,214,788 5,653,977
General Partner: 350,364 331,921
TOTAL PARTNERS EQUITY 4,565,152 5,985,898
5,887,904 6,255,376
</TABLE>
[FN]
See accompanying notes to financial statements.
<PAGE>
<TABLE>
<PAGE>
ASSOCIATED PLANNERS REALTY FUND
(A California Limited Partnership)
STATEMENTS OF PARTNERS' EQUITY
Nine Months Ended September 30, 1995
(Unaudited)
<CAPTION>
Limited Partners General
Total Units Amount Partner
<S> <C> <C> <C> <C>
BALANCE, December 31, 1994 $5,985,898 7,499 $5,653,977 $331,921
Net income 251,516 -- 217,851 33,665
Distributions to limited partners (1,657,040) -- (1,657,040) --
Distribution to General Partner (15,222) -- -- (15,222)
BALANCE, September 30, 1995 $4,565,152 7,499 $4,214,788 $350,364
Nine Months Ended September 30, 1994
(Unaudited)
<CAPTION>
Limited Partners General
Total Units Amount Partner
<S> <C> <C> <C> <C>
BALANCE, December 31, 1993 $6,116,709 7,499 $5,819,311 $297,398
Net income 164,308 --- 138,326 25,982
Distributions to limited partners (273,713) --- (273,713) ---
BALANCE, September 30, 1994 $6,007,304 7,499 $5,683,924 $323,380
</TABLE>
[FN]
See accompanying notes to financial statements
<PAGE>
ASSOCIATED PLANNERS REALTY FUND
(A California Limited Partnership)
<TABLE>
STATEMENTS OF INCOME
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
<S> <C> <C> <C> <C>
REVENUES:
Rental $131,182 $191,920 $472,953 $566,811
Gain on sale of property --- --- 116,749 ---
Interest 3,794 2,413 14,516 6,150
134,976 194,333 604,218 572,961
COSTS AND EXPENSES:
Operating 36,960 39,854 119,320 132,756
Property taxes 7,274 13,737 32,197 43,677
Property management fees 5,544 9,596 22,337 28,358
Unrealized (gain) loss in
government securities --- (755) --- 4,554
General and administrative 27,159 27,059 83,230 84,464
Depreciation 27,771 35,373 94,594 106,119
104,708 133,775 351,678 399,928
LESS MINORITY INTEREST
IN NET (INCOME) LOSS OF
JOINT VENTURE 2,507 2,902 1,024 8,725
NET INCOME $27,761 $57,656 $251,516 $164,308
NET INCOME PER
LIMITED PARTNERSHIP UNIT $3.00 $6.50 $29.05 $18.45
</TABLE>
[FN]
See accompanying notes to financial statements.
<PAGE>
<TABLE>
<PAGE>
ASSOCIATED PLANNERS REALTY FUND
(A California Limited Partnership)
STATEMENTS OF CASH FLOWS
Nine Months Ended September 30, 1995 and 1994
(Unaudited)
<CAPTION>
Nine Months Nine Months
Ended Ended
September 30, September 30,
1995 1994
<S> <C> <C>
Cash flows from operating activities:
Net income $251,516 $164,308
Adjustment to reconcile net income to
net cash provided by operating activities:
Depreciation 94,594 106,119
Proceeds from sale of investment
in government securities account 55,898 6,272
Unrealized loss - (gain)
investment in government securities (344) 4,554
Minority interest in net income (loss) (1,024) (8,725)
Gain on sale of property (116,749) ---
Increase (decrease) from changes in:
Other assets 79,280 (87,015)
Accounts payable (2,536) (21,303)
Security deposits 23,471 1,276
Net cash provided by operating activities 384,106 165,486
Cash flows used in investing activities:
Furniture & Fixture additions (11,746) ---
Construction in progress (1,114,226) ---
Proceeds from sale of property 1,517,819 ---
Net cash provided by investing activities 391,847 ---
Cash flows used in financing activities:
Construction loan proceeds 1,033,363 ---
Distribution to general partner (15,221) ---
Distributions to limited partners (1,657,040) (273,713)
Distributions to minority interest --- (1,236)
Net cash (used in) financing activities (638,898) (274,949)
Net increase (decrease) in cash and cash equivalents 137,055 (109,463)
Cash and cash equivalents at beginning of period 36,227 139,748
Cash and cash equivalents at end of period $173,282 $30,285
</TABLE>
[FN]
See accompanying notes to financial statements.
<PAGE>
<PAGE>
ASSOCIATED PLANNERS REALTY FUND
(A California Limited Partnership)
Summary of Accounting Policies
Business Associated Planners Realty Fund (the "Partnership"), a
California limited partnership, was formed on November 19,
1985 under the Revised Limited Partnership Act of the State
of California for the purpose of acquiring and operating real
estate.
Basis of The consolidated financial statements do not give effect to
Presentation any assets that the partners may have outside of their interest
in the partnership, nor to any personal obligations,
including income taxes, of the partners.
The consolidated financial statements include the accounts of
Associated Planners Realty Fund and all joint ventures in which
it has a majority interest. All adjustments necessary for the
fair presentation of the financial statements have been
recorded and are of normal recurring entries in nature.
Rental Real Assets are stated at cost. Depreciation is computed using
Estate the straight-line method over estimated useful lives ranging
from five to 35 years for financial reporting purposes and
five to 40 years for income tax purposes.
Rental Income Rental income is recognized when the amount is due and
payable under the terms of a lease agreement.
Investment in Investment in Government Securities, which represent trading
Government securities, are accounted for in accordance with SFAS No. 115.
Securities The difference between historical cost and market value are
reported as unrealized gains or losses in the statement of
income.
Statements of For the purpose of the statements of cash flows, the
Cash Flows Partnership considers cash in the bank and all highly liquid
investments purchased with original maturities of three
months or less, to be cash and cash equivalents.
Reclassification Certain amounts in the 1995 financial statements have
been reclassified for comparative purposes.
<PAGE>
ASSOCIATED PLANNERS REALTY 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
Note 1 - Nature of Partnership Business
Associated Planners Realty Fund, a California limited partnership
(the "Fund"), was formed on November 19, 1985 under the Revised Limited
Partnership Act of the State of California for the purpose of acquiring and
operating real estate. The Fund did not begin operations until 1986.
Under the terms of the partnership agreement, the General Partner is
entitled to cash distributions and net income allocations varying from 1%
for depreciation allocations to 15% of cash and income after the limited
partners have received cash distributions equal to their initial cash
investment plus a cumulative 8% return. The General Partner is also
entitled to cash distributions and net income allocations of 10% from
ongoing partnership operations. Further, the General Partner receives
acquisition fees for locating and negotiating the purchase of rental real
estate and management fees for operating the Partnership.
The partnership currently has interests in four rental real estate
properties. Two are wholly-owned and two are jointly owned by the
Partnership (81.2%) and an affiliate (18.8%) (Note 2). The affiliate's
interests have been reflected as minority interests.
Note 2 - Rental Real Estate
As of September 30, 1995 and December 31, 1994, the Fund's net real
estate investment is as follows:
September 30, December 31,
1995 1994
Land $2,001,428 $2,644,667
Buildings and Improvements 3,439,174 4,418,832
5,440,602 7,063,499
Less Accumulated Depreciation 942,050 1,081,028
Net Real Estate Investment $4,498,552 $5,982,471
<PAGE>
<PAGE>
ASSOCIATED PLANNERS REALTY FUND
(A California Limited Partnership)
Note 2 - Rental Real Estate (continued)
On May 15, 1995, the Shurgard Mini-Warehouse Facility located at 11315
Meridian South, Puyallup, Washington was sold to Shurgard Storage Centers,
Inc. ("the Buyer"). The gross sales price was $1,550,000, although the
Partnership received $1,510,976 in net proceeds as a result of the
transaction. This net proceeds amount is calculated as the gross sale price
of $1,550,000 less $23,486 in excise taxes paid to the State of Washington,
less $4,332 in miscellaneous escrow closing costs, less $11,206 in prepaid
user rents, net of rent receivable and property taxes, attributable to the
Partnership. Net sales proceeds for tax reporting purposes are $1,522,182.
The amount of consideration received from the sale of the building was
arrived at through an arms-length negotiation process with the Buyer. The
sale was consummated for all cash without the use of seller provided
financing, or other installment sale techniques.
The Buyer of the property is an affiliate of the original seller of the
property that the Partnership acquired the property from in 1987.
Note 3 - Related Party Transactions
(a) For Partnership management services rendered to the Partnership, the
General Partner is entitled to receive 10% of all distributions of cash from
operations. These amounts totaled $6,791 for the quarter ended September 30,
1995 and $9,999 for the quarter ended September 30, 1994, and $24,455 for
the nine months ended September 30, 1995, and $30,413 for the nine months
ended September 30, 1994.
(b) For administrative services provided to the Partnership, the General
Partner is entitled to reimbursement for the cost of certain personnel and
relevant expenses. These amounts totaled $9,000 for the nine months ended
September 30, 1995, and September 30, 1994 and $3,000 for the three months
ended September 30, 1995 and September 30, 1994.
(c) Property management fees incurred, in accordance with the Partnership
Agreement, to West Coast Realty Management, Inc., an affiliate of the
corporate General Partner, totaled $5,544 for the quarter ended September 30,
1995, $9,596 for the quarter ended September 30, 1994, $22,337 for the nine
months ended September 30, 1995, and $28,358 for the nine months ended
September 30, 1994.
<PAGE>
ASSOCIATED PLANNERS REALTY 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 4 - Net Income and Cash Distributions Per Limited Partnership Unit
During the nine months ended September 30, 1995 and 1994, the
Partnership made distributions to the Limited Partners as follows:
Record Distribution Units Date Total
Date Per Unit Outstanding Paid Distribution
1994
December 31, 1993 $12.50 7,499 February 9, 1994 $93,738
March 31, 1994 12.00 7,499 May 5, 1994 89,988
June 30, 1994 12.00 7,499 August 2, 1994 89,988
September 30, 1994 10.00 7,499 October 31, 1994 74,990
1995
December 31, 1994 $10.00 7,499 February 3, 1995 $74,990
March 31, 1995 10.00 7,499 May 5, 1995 74,990
June 30, 1995 $182.69 to $207.69 7,499 July 7, 1995 1,506,960
June 30, 1995 7.50 7,499 November 6, 1995 56,242
September 30, 1995 7.50 7,499 November 6, 1995 56,242
<PAGE>
ASSOCIATED PLANNERS REALTY 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 5 - Construction in Progress and Construction Loan Payable
In January 1995, the Partnership closed escrow on a parcel of land
adjacent to the Shaw Villa Shopping Center. The purchase price of the land
was $206,749, including a $13,102 acquisition fee paid to the Advisor. The
purchase was financed using $23,602 in cash, and the reminder by a one year
construction loan from Valliwide Bank of Fresno. The loan bears interest
at 2% over the bank's prime rate. The total construction loan commitment is
for $1,365,000. The construction loan amortization is interest only with
payments via additional draws against this loan. Total construction costs
incurred as of September 30, 1995 were $1,182,637, while borrowings on the
construction loan were $1,033,363. Included in construction costs
is $47,299 in construction loan interest that was capitalized.
This additional work is expected to enhance the value of the parcel and
operating cash flows in the long run. The construction loan is expected to
be replaced by permanent financing in December 1995. The Partnership has
already received a commitment from a major insurance company to replace the
construction loan with a twenty year loan. The material terms of this
commitment include are: 1) Amount of the loan: $1,500,000, 2) Term: 10 years
with 20 year amortization 3) Interest Rate: 9.625%, or the rate equal to the
weekly average of the five-year Treasury Note yield for the seventh week
prior to loan closing, plus 250 basis points, and 4) Payments: $14,105 per
month, if the interest rate is 9.625%.
Note 6 - Subsequent Event
The Partnership distributed $112,485 ($15.00 per unit) on
November 6, 1995 to Limited Partners of record as of June 30, 1995 and
September 30, 1995.
On August 2, 1995, Wherehouse Entertainment, Inc. ("Wherehouse") filed
for relief through Chapter 11 Bankruptcy protection. The Wherehouse is a
major tenant of the Shaw Villa Shopping Center in Clovis, California. The
Partnership expects that Merrill Lynch, which controls over 90% of the
Wherehouse, will work diligently to resolve its debt restructuring problems.
At this time, it appears that the Wherehouse will be able to materially
honor its lease commitment.
As of December 1995, the Partnership has not experienced any detrimental
effect due to the Wherehouse filing for Chapter 11 on August 2, 1995 and
management expects that this will not change in the future. Sales at the
Wherehouse have been strong and according to the Wherehouse representatives,
November 1995 exceeded November 1994 sales.
<PAGE>
ASSOCIATED PLANNERS REALTY FUND
(A California Limited Partnership)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Introduction
Associated Planners Realty Fund (the "Partnership") was organized in
November 1985, under the California Revised Limited Partnership Act. The
Partnership began offering units for sale on March 28, 1986. As of
December 27, 1987, the Partnership had raised $7,499,000 in gross capital
contributions. The Partnership netted approximately $6,720,000 after sales
commissions and syndication costs.
The Partnership was organized for the purpose of investing in, holding,
and managing improved, leveraged income-producing property, such as
residential property, office buildings, commercial buildings, industrial
properties, and shopping centers. The Partnership intends to own and
operate such properties for investment over an anticipated holding period
of approximately five to ten years.
The Partnership's principal investment objectives are to invest in
rental real estate properties which will:
(1) Preserve and protect the Partnership's invested capital;
(2) Provide for cash distributions from operations;
(3) Provide gains through potential appreciation; and
(4) Generate Federal income tax deductions so that during the early
years of property operations, a portion of cash distributions may
be treated as a return of capital for tax purposes and, therefore,
may not represent taxable income to the limited partners.
The ownership and operation of any income-producing real estate is
subject to those risks inherent in all real estate investments, including
national and local economic conditions, the supply and demand for similar
types of properties, competitive marketing conditions, zoning changes,
possible casualty losses, increases in real estate taxes, assessments, and
operating expenses, as well as others.
<PAGE>
ASSOCIATED PLANNERS REALTY FUND
(A California Limited Partnership)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
The Partnership is operated by the General Partner subject to the terms
of the Amended and Restated Agreement of Limited Partnership. The
Partnership has no employees, and all administrative services are provided
by West Coast Realty Advisors, Inc., the General Partner.
Results of Operations
Rental revenue for the three and nine months ended September 30, 1995
decreased from that for the three and nine months ended September 30, 1994
by approximately $60,738 and $93,858, respectively, due to the continued
vacancy of the single-tenant Santa Fe Business Park Building and due to the
sale of Puyallup, Washington mini-storage property in May, 1995. Costs
and expenses related to the properties operation decreased for the three
and nine months ended September 30, 1995 vs. the three and nine months
ended September 30, 1994 by approximately $29,067 and $46,546, respectively,
primarily due to decreased property taxes, property management fees and
depreciation expense attributable to the single tenant Santa Fe Business
Park building vacancy and the sale of the Puyallup, Washington
mini-warehouse building to Shurgard Storage Centers Inc. in May 1995.
The Partnership generated $346,110 in income from operations before
depreciation of $94,594 for the nine months ended September 30, 1995
compared to $270,427 in income from operations before depreciation of
$106,119 for the nine months ended September 30, 1994. This increase is
primarily attributable to the gain of $116,749 on the sale of the Puyallup,
Washington mini-warehouse building in May 1995.
The Partnership is currently attempting to rent space or sell the
single tenant Santa Fe Business Park Building, (179 Calle Magdalena), which
has been unoccupied since December 1993. The Partnership is experiencing a
net negative $4,000 cash flow per quarter as a result of the vacancy.
On May 15, 1995, the Shurgard Mini-Warehouse Facility located at 11315
Meridian South, Puyallup, Washington was sold to Shurgard Storage Centers,
Inc. ("the Buyer"). The gross sales price was $1,550,000, although the
Partnership received $1,510,976 in net proceeds as a result of the
transaction. This net proceeds amount is calculated as the gross sale
price of $1,550,000 less $23,486 in excise taxes paid to the State of
Washington, less $4,332 in miscellaneous escrow closing costs, less $11,206
in prepaid user rents, net of rent receivable and property taxes,
attributable to the Partnership. Net sales proceeds for tax reporting
purposes are $1,522,182.
<PAGE>
ASSOCIATED PLANNERS REALTY FUND
(A California Limited Partnership)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
The amount of consideration received from the sale of the building
was arrived at through an arms-length negotiation process with the Buyer.
The sale was consummated for all cash without the use of seller provided
financing, or other installment sale techniques.
The Buyer of the property is an affiliate of the original seller of
the property that the Partnership acquired the property from in 1987.
The Partnership distributed $1,506,960 (ranging from $182.69 to $207.39
per unit) of the proceeds from the sale of the Puyallup, Washington mini-
warehouse property on July 7, 1995 to the Limited Partners of record as of
June 30, 1995.
On August 2, 1995, Wherehouse Entertainment, Inc. ("Wherehouse") filed
for relieve through Chapter 11 Bankruptcy protection. The Wherehouse is a
major tenant of the Shaw Villa Shopping Center in Clovis, California. The
Partnership expects that Merrill Lynch, which controls over 90% of the
Wherehouse, will work diligently to resolve its debt restructuring problems.
The Wherehouse is continuing to make monthly rent payments on the Shaw Villa
Shopping Center property since this site has proven to be profitable to the
Wherehouse. Nevertheless, the Partnership has elected to take a cautious
approach in terms of declaring distributions to investors until more
reliable information is obtained.
For the nine months ended September 30, 1995, the Partnership
distributed approximately $1.66 million to the limited partners compared to
approximately $274,000 for the nine months ended September 30, 1994. This
increase is due to $1,506,960 distributed on July 7, 1995 to the limited
partners in connection with the sale of the Puyallup, Washington property.
Eliminating this sale transaction and distribution, the revised distribution
would have been approximately $153,000 for the nine months ended
September 30, 1995 which is significantly ($121,000) less than the
distribution for the nine months ended September 30, 1994. This decrease
is attributable to the Wherehouse filing for Chapter 11 and managements
cautious approach is declaring distributions to limited partners.
As of December 1995, the Partnership has not experienced any detrimental
effect due to the Wherehouse filing for Chapter 11 on August 2, 1995 and
management expects that this will not change in future periods. Sales at
the Wherehouse have been strong and according to the Wherehouse
representatives, November 1995 exceeded November 1994 sales.
<PAGE>
ASSOCIATED PLANNERS REALTY FUND
(A California Limited Partnership)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
Liquidity and Capital Resources
During the nine months ended September 30, 1995, $384,106 in cash was
provided by operating activities. This resulted from cash basis income of
$346,110 from operations (net income plus depreciation expense) plus $55,898
in proceeds received from the liquidation of the government securities
account and $79,280 decrease in other assets (primarily due to the
reclassification of deposits used in the construction in progress of the
Shaw Villa property) and a $23,471 increase in security deposits and prepaid
rents (due to prepaid rents received prior to September 30, 1995 which was
not received prior to December 31, 1994). These positive operating cash
flows were offset by a $116,749 gain on the sale of the Puyallup, Washington
mini-warehouse property and $2,536 decrease in accounts payable
(attributable to normal decrease in trade payables). Cash provided by
investing activities totaled $391,847 for the nine months ended September 30,
1995 of which $1,517,819 was from proceeds received in connection with the
sale of the mini-warehouse property in Puyallup, Washington, offset
by $1,114,226 in costs pertaining to the construction in progress of the
Shaw Villa property and $11,746 relating to furniture and fixture additions.
Cash used in financing activities totaled $638,898 for the nine months ended
September 30, 1995 of which $1,657,040 in distributions paid to the limited
partners offset by $1,033,363 was loan proceeds received in connection with
the construction in progress of the Shaw Villa property.
In January 1995, the Partnership closed escrow on a parcel of land
adjacent to the Shaw Villa Shopping Center. The purchase price of the land
was $206,749, including a $13,102 acquisition fee paid to the Advisor. The
purchase was financed using $23,602 in cash, with the remainder paid for
by a one year construction loan from Valliwide Bank of Fresno. The loan
bears interest at 2% over the bank's prime rate. The total construction
loan commitment is for $1,365,000. The construction loan is interest only
with payments via additional draws against this loan. Total construction
costs incurred as of September 30, 1995 were $1,182,637 while borrowings
on the construction loan were $1,033,363. Included in total construction
costs is $47,299 capitalized interest.
<PAGE>
ASSOCIATED PLANNERS REALTY FUND
(A California Limited Partnership)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
On August 2, 1995, Wherehouse Entertainment, Inc. ("Wherehouse") filed
for relief through Chapter 11 Bankruptcy protection. The Wherehouse is a
major tenant of the Shaw Villa Shopping Center in Clovis, California. The
Partnership expects that Merrill Lynch, which controls over 90% of the
Wherehouse, will work diligently to resolve its debt restructuring problems.
The Wherehouse is continuing to make monthly rent payments on the Shaw Villa
Shopping Center property. Nevertheless, the Partnership has elected to take
a cautious approach in terms of declaring partnership distributions until
more reliable information is obtained.
As of December 1995, the Partnership has not experienced any detrimental
effect due to the Wherehouse filing for Chapter 11 on August 2, 1995 and
management expects that this will not change in future periods. Sales at
the Wherehouse have been strong and according to the Wherehouse
representatives, November 1995 exceeded November 1994 sales.
Construction at the shopping center is expected to be completed in two
phases. First, 4,000 square feet of additional space will be erected on the
new parcel, contiguous to an existing building at Shaw Villa. Construction
was completed on June 15, 1995 and the Wherehouse moved into this space. In
the second phase, the space previously occupied by the Wherehouse will then
be remodeled and expanded by approximately 3,800 more square feet, for a
total of 8,200 square feet. This construction was completed by
September 15, 1995. The Wherehouse will then be relocated to the remodeled
space, and the Partnership will attempt to lease the new 4,000 square foot
space.
The total monthly rental revenue on the Shaw Villa Shopping Center
property including rent on the additional space and common area maintenance
reimbursements amounts to approximately $21,800 per month.
The intended source of funds to repay the construction loan in the
event of any default in payments from the Wherehouse can be generated from
several sources. First, the Partnership can finance another property within
the partnership (i.e. Santa Fe Business Park or Pacific Bell Building) which
are not currently encumbered. Second, the Partnership can extend the
construction loan while a new tenant for the 8,200 square feet currently
occupied by the Wherehouse is obtained. Third, the Partnership can
renegotiate the loan commitment with the current lender of the Shaw Villa
Shopping Center property. However, the default by the Wherehouse is
considered unlikely since sales at this location has proven to be strong.
<PAGE>
ASSOCIATED PLANNERS REALTY FUND
(A California Limited Partnership)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
This additional work is expected to enhance the value of the parcel
and operating cash flows in the long run. The construction loan is expected
to be replaced by permanent financing in December 1995. The Partnership has
already received a commitment from a major insurance company to replace the
construction loan with a twenty year loan.
The Partnership's cash reserve is invested primarily in a liquid money
market mutual fund, earning interest at money market rates. The money market
fund is invested to provide stability and safety of principal, competitive
interest rates, and quick availability of funds, in that order of importance.
<PAGE>
ASSOCIATED PLANNERS REALTY FUND
(A California Limited Partnership)
S I G N A T U R E S
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
ASSOCIATED PLANNERS REALTY FUND
A California Limited Partnership
(Registrant)
Date: ____________________ By: WEST COAST REALTY ADVISORS, INC.
A California Corporation,
General Partner
William T. Haas
Director and Executive Vice President / Secretary
Date: ____________________
Michael G. Clark
Vice President / Treasurer
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
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0
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