<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. 2
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 March 31, 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>
ITEM 1. FINANCIAL STATEMENTS
In the opinion of the General Partner of Associated Planners Realty Fund
(the"Partnership"), all adjustments necessary for a fair presentation of the
Partnership's results for the three months ended March 31, 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>
ASSOCIATED PLANNERS REALTY FUND
(A California Limited Partnership)
BALANCE SHEETS
March 31, 1995 (Unaudited) and December 31, 1994
<CAPTION>
March 31, December 31,
1995 1994
(Unaudited)
<S> <C> <C>
ASSETS
RENTAL REAL ESTATE, net of accumulated
depreciation (Note 1 and 2) $5,961,189 $5,982,471
CASH 105,424 36,227
CONSTRUCTION IN PROGRESS 509,598 68,411
INVESTMENT-GOVERNMENT SECURITIES ACCOUNT --- 55,554
OTHER ASSETS 58,051 112,713
$6,634,262 $6,255,376
LIABILITIES AND PARTNERS' EQUITY
CONSTRUCTION LOAN PAYABLE $360,875 ---
ACCOUNTS PAYABLE 55,206 24,757
SECURITY DEPOSITS AND PREPAID RENT 36,221 20,103
TOTAL LIABILITIES 452,302 44,860
MINORITY INTEREST (Note 1) 222,588 224,618
COMMITMENTS (Note 5)
PARTNERS' EQUITY:
Limited Partner:
$1,000 stated value per unit;
authorized 7,500 units;
issued - 7,499 5,619,343 5,653,977
General Partner: 340,029 331,921
TOTAL PARTNERS EQUITY 5,959,372 5,985,898
$6,634,262 $6,255,376
</TABLE>
[FN]
See accompanying notes to financial statements.<PAGE>
<PAGE>
<TABLE>
ASSOCIATED PLANNERS REALTY FUND
(A California Limited Partnership)
STATEMENTS OF PARTNERS' EQUITY
Three Months Ended March 31, 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 48,464 --- 40,356 8,108
Distributions to limited partners (74,990) --- (74,990) ---
BALANCE, March 31, 1995 $5,959,372 7,499 $5,619,343 $340,029
Three Months Ended March 31, 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 48,072 --- 40,082 7,990
Distributions to limited partners (93,738) --- (93,738) ---
BALANCE, March 31, 1994 $6,071,043 7,499 $5,765,655 $305,388
</TABLE>
[FN]
See accompanying notes to financial statements.
<PAGE>
<TABLE>
ASSOCIATED PLANNERS REALTY FUND
(A California Limited Partnership)
STATEMENTS OF INCOME
Three Months Ended March 31, 1995 and 1994
(Unaudited)
<CAPTION>
Three Months Three Months
Ended Ended
March 31, March 31,
1995 1994
(Unaudited) (Unaudited)
<S> <C> <C>
REVENUES (Note 2)
Rental $189,017 $184,192
Interest 878 1,730
189,895 185,922
COSTS AND EXPENSES (Note 3)
Operating 47,162 43,002
Property taxes 13,996 14,658
Property management fees 10,457 9,209
Unrealized loss in
government securities --- 2,724
General and administrative 31,555 30,223
Depreciation 36,231 35,373
139,401 135,189
LESS MINORITY INTEREST
IN NET INCOME (LOSS) OF
JOINT VENTURE (Note 1) 2,030 2,661
NET INCOME $48,464 $48,072
NET INCOME PER
LIMITED PARTNERSHIP UNIT (Note 4) $5.38 $5.35
</TABLE>
[FN]
See accompanying notes to financial statements.<PAGE>
<PAGE>
<TABLE>
ASSOCIATED PLANNERS REALTY FUND
(A California Limited Partnership)
STATEMENTS OF CASH FLOWS
Three Months Ended March 31, 1995 and 1994
(Unaudited)
<CAPTION>
Three Months Three Months
Ended Ended
March 31, March 31,
1995 1994
(Unaudited) (Unaudited)
<S> <C> <C>
Cash flows from operating activities:
Net income $48,464 $48,072
Adjustment to reconcile net income to
net cash provided by operating activities:
Depreciation 36,231 35,373
Net proceeds from sale of investment
in government securities account 54,099 ---
Unrealized loss -
investment in government securities --- 1,391
Minority interest in net income (loss) (2,030) (2,661)
Increase (decrease) from changes in:
Other assets 53,784 (16,395)
Accounts payable 28,420 (14,156)
Security deposits 16,118 (2,432)
Net cash provided by operating activities 235,086 49,192
Cash flows used in investing activities:
Furniture and fixture additions (10,587) ---
Construction in progress (441,187) ---
Net cash provided by investing activities (451,774) ---
Cash flows (used in) provided by financing activities:
Construction loan proceeds 360,875 ---
Distributions to limited partners (74,990) (93,738)
Distributions to minority interest --- (1,236)
Net cash provided by (used in) financing activities 285,885 (94,974)
Net increase (decrease) in cash
and cash equivalents 69,197 (45,782)
Cash and cash equivalents at beginning of period 36,227 139,748
Cash and cash equivalents at end of period $105,424 $93,966
</TABLE>
[FN]
See accompanying notes to financial statements.
<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 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. All adjustments necessary for the fair presentation of the
financial statements has been recorded and are of normal recurring entries
in nature.
Rental Real Estate
Assets are stated at cost. Depreciation is computed using 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 Government Securities
Investment in Government Securities, which represent trading securities,
are accounted for in accordance with SFAS No. 115. The difference between
historical cost and market value are reported as unrealized gains
or losses in the statement of income.
Statements of Cash Flow
For the purpose of the statements of cash flows, the Partnership
considers cash in the bank and all highly liquid investments purchased with
original maturities of three months or less, to be cash and cash equivalents.
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 Months Ended March 31, 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 five rental real estate
properties. Three 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 March 31, 1995 and December 31, 1994, the Fund's net real estate
investment is as follows:
March 31, December 31,
1995 1994
Land $2,644,667 $2,644,667
Buildings and Improvements 4,433,781 4,418,832
7,078,448 7,063,499
Less Accumulated Depreciation 1,117,259 1,081,028
Net Real Estate Investment $5,961,189 $5,982,471
<PAGE>
ASSOCIATED PLANNERS REALTY FUND
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
Three Months Ended March 31, 1995 and 1994 (Unaudited)
and Year Ended December 31, 1994
(Continued)
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 $8,332 for the quarter ended March 31,
1995 and $10,415 for the quarter ended March 31, 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 $3,000 for the three months ended
March 31 1995, and March 31, 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 $10,457 for the quarter ended March 31,
1995, and $9,029 for the quarter ended March 31, 1994.
Note 4 - Net Income and Cash Distributions Per Limited Partnership Unit
The Net Income per Limited Partnership Unit was computed in accordance
with the Partnership Agreement on the basis of weighted quarterly average
number of outstanding Limited Partnership Units. Cash distributions of
$12.50 per unit, paid on February 9, 1994 are reflected for the 7,499 units
outstanding at December 31, 1993 and $10.00 per unit, paid on February 3,
1995 are reflected for the 7,499 units outstanding at December 31, 1994.
<PAGE>
ASSOCIATED PLANNERS REALTY FUND
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
Three Months Ended March 31, 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 remainder by a one year
construction loan from Valliwide Bank of Fresno. The loan bears interest at
2% over the bank's prime rate and 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
March 31, 1995 were $509,598, while borrowings on the construction loan were
$360,875. Included in construction costs is $7,862 in construction loan
interest that was capitalized.
Note 6 - Subsequent Events
On March 30, 1995, the Partnership entered into an agreement to sell the
Puyallup, Washington mini-warehouse building to Shurgard Storage Centers Inc.
(a publicly held Delaware corporation traded on NASDAQ). The price is
$1,550,000, with the Partnership's (seller's) closing costs expected to total
$3,000. The expected closing date of the transaction is May 30, 1995. It is
the intention of the Partnership to distribute virtually all the proceeds
from this transaction to the limited partners in August 1995, as stipulated
in the Partnership's prospectus.
<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
Operations for the quarter ended March 31, 1995, reflect an entire
period of operations for the Partnership's properties. Rental revenue for
the three months ended March 31, 1995 increased from that for the three
months ended March 31, 1994 by approximately $5,000, due to the improved
occupancy of the multi-tenant Santa Fe Business Park Building.
The Partnership generated $84,695 in income from operations before
depreciation of $36,231 for the three months ended March 31, 1995 compared to
$83,445 in income from operations before depreciation of $35,373 for the
three months ended March 31, 1994. Total operating and general &
administrative expenses increased by $5,492 (7.5%) for the three months ended
March 31, 1995 compared to the three months ended March 31, 1994, primarily
due to increased repair and maintenance expenditures.
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)
Liquidity and Capital Resources
During the three months ended March 31, 1995, $235,086 in cash was
provided by operating activities. This resulted from net cash basis income
of $84,695 from operations (net income plus depreciation expense) plus
$54,099 in proceeds received from the liquidation of the government
securities account, that were deposited into the Partnership's money market
account and a $53,784 decrease in other assets (primarily due to the
reclassification of deposits used in the construction in progress of the Shaw
Villa property), and a $28,420 increase in accounts payable (primarily
attributable to normal increase in trade payables) and a $16,118 increase in
security deposits and prepaid rent (due to prepaid rent received prior to
March 31, 1995 which was not received as of December 31, 1994). Cash used in
investing activities totaled $451,774 for the three months ended March 31,
1995 of which $441,187 pertained to the construction in progress of the Shaw
Villa property and the remainder relates to furniture and fixture additions.
Cash provided by financing activities totaled $285,885 of which $360,875 was
proceeds received in connection with the construction in progress of the Shaw
Villa property, offset by $74,990 of distributions paid to limited partners.
In January 1995, the Partnership closed escrow on a parcel of land
adjacent to the Shaw Villa Shopping Center. The purchase price of the land
was $206,749, including a $13,102 acquisition fee paid to the Advisor. The
purchase was financed using $23,602 in cash, and the remainder by a one year
construction loan from Valliwide Bank of Fresno. The loan bears interest at
2% over the bank's prime rate and 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
March 31, 1995 were $509,598, while borrowings on the construction loan were
$360,875. Included in total construction costs is $7,862 in 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)
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
is expected to be completed June 15, 1995. The Wherehouse will then be moved
into this space. The current space 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 is expected to be completed by
September 15, 1995. The Wherehouse will than be relocated to the remodeled
space, and the Partnership will attempt to lease the new 4,000 square foot
space. The intended source of funds to repay the construction loan will be
from additional rental revenue received on the additional space or the
financing of another property (Santa Fe Business Park or Pacific Bell
Building) which are not currently encumbered or the renegotiation of the
current loan outstanding on the Shaw Villa Shopping Center property.
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.
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 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)
February 26, 1996 By: WEST COAST REALTY ADVISORS,INC.
A California Corporation,
General Partner
William T. Haas
William T. Haas
Director and Executive Vice President / Secretary
February 26, 1996
Michael G. Clark
Michael G. Clark
Vice President / Treasurer
