FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended MARCH 31, 1998
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
(Exact name of registrant as specified in its charter)
CALIFORNIA 95-4036980
(State or other Jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5933 W. CENTURY BLVD., SUITE 900
LOS ANGELES, CALIFORNIA 90045
(Address of principal executive offices)
(Zip Code)
(310) 670-0800
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
<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, 1998 and 1997, have
been made in the following financial statements which are 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, 1998 (UNAUDITED) AND DECEMBER 31, 1997
<CAPTION>
MARCH 31, 1998 December 31, 1997
<S> <C> <C>
ASSETS
Rental real estate, less accumulated
depreciation (Note 2) $5,723,787 $5,765,095
Cash and cash equivalents 129,649 287,641
Other assets 58,290 39,812
TOTAL ASSETS $5,911,726 $6,092,548
LIABILITIES AND PARTNERS' EQUITY
LIABILITIES
Accounts payable:
Trade $26,370 $16,152
Related party (Note 3) 10,145 13,375
Notes payable (Note 4) 1,462,420 1,469,817
Security deposits and prepaid rent 41,272 32,254
TOTAL LIABILITIES 1,540,207 1,531,598
Minority interest 195,376 204,741
PARTNERS' EQUITY (NOTE 6)
Limited partners:
$1,000 stated value per unit - authorized
7,500 units; issued and outstanding 7,499 4,137,222 4,303,000
General partner 38,921 53,209
TOTAL PARTNERS' EQUITY 4,176,143 4,356,209
TOTAL LIABILITIES AND PARTNERS' EQUITY $5,911,726 $6,092,548
</TABLE>
[FN]
See accompanying notes to financial statements.
<PAGE>
<TABLE>
ASSOCIATED PLANNERS REALTY FUND
(A CALIFORNIA LIMITED PARTNERSHIP)
STATEMENTS OF PARTNERS' EQUITY
THREE MONTHS ENDED MARCH 31, 1998
(UNAUDITED)
<CAPTION>
LIMITED PARTNERS GENERAL
TOTAL UNITS AMOUNT PARTNER
<S> <C> <C> <C> <C>
BALANCE AT DECEMBER 31, 1997 $4,356,209 7,499 $4,303,000 $53,209
Net income (10,172) -- (12,873) 2,701
Distributions to limited partners (152,905) -- (152,905) --
Distributionsto general partner (Note 3 (a)) (16,989) -- -- (16,989)
BALANCE AT MARCH 31, 1998 $4,176,143 7,499 $4,137,222 $38,921
</TABLE>
<TABLE>
THREE MONTHS ENDED MARCH 31, 1997
(UNAUDITED)
<CAPTION>
LIMITED PARTNERS GENERAL
TOTAL UNITS AMOUNT PARTNER
<S> <C> <C> <C> <C>
BALANCE AT DECEMBER 31, 1996 $4,392,108 7,499 $4,350,158 $41,950
Net income 48,588 -- 40,016 8,572
Distributions to limited partners (68,991) -- (68,991) --
Distributionstogeneralpartner(Note 3 (a)) (7,666) -- -- (7,666)
BALANCE AT MARCH 31, 1997 $4,364,039 7,499 $4,321,183 $42,856
</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, 1998 AND 1997
(UNAUDITED)
<CAPTION>
Three Three
Months Months
Ended Ended
March 31, March 31,
1998 1997
<S> <C> <C>
REVENUES
Rental (Note 2) $166,154 $188,956
Interest 2,807 2,388
168,961 191,344
COSTS AND EXPENSES
Operating 56,002 33,086
Property taxes 15,237 9,646
Property management fees (Note 3 (c)) 7,145 9,303
General and administrative 14,412 16,802
Depreciation and amortization 41,308 41,253
Interest expense 39,323 34,024
173,427 144,114
INCOME FROM OPERATIONS (4,466) 47,230
Minority interest in net loss (income)
of joint ventures 5,706 (1,358)
NET INCOME $(10,172) $48,588
NET INCOME PER LIMITED PARTNERSHIP
UNIT (Note 5) $(1.72) $5.34
</TABLE>
[FN]
See accompanying notes to financial statements.
<PAGE>
<TABLE>
ASSOCIATED PLANNERS REALTY FUND
(A CALIFORNIA LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 1998 AND 1997
(UNAUDITED)
<CAPTION>
THREE MONTHS THREE MONTHS
ENDED ENDED
MARCH 31, 1998 MARCH 31, 1997
<S> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES:
Net income $(10,172) $48,588
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation 41,308 41,253
Minority interest in net income (loss) (5,706) 1,358
Increase (decrease) from changes in:
Other assets (18,478) (321)
Accounts payable 6,988 16,452
Security deposits 9,018 (1,803)
NET CASH PROVIDED BY OPERATING ACTIVITIES 22,958 105,527
CASH FLOWS (USED IN) INVESTING ACTIVITIES:
Tenant improvement additions --- (20,980)
NET CASH (USED IN) INVESTING ACTIVITIES --- (20,980)
CASH FLOWS (USED IN) PROVIDED BY FINANCING ACTIVITIES:
Repayment of notes payable (7,397) (6,755)
Distributions to minority interests (3,659) (2,535)
Distributions to limited partners (152,905) (68,991)
Distributions to general partner (16,989) (7,666)
NET CASH (USED IN) FINANCING ACTIVITIES (180,950) (85,947)
NET CASH (DECREASE) IN CASH AND CASH EQUIVALENTS (157,992) (1,400)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 287,641 206,413
CASH AND CASH EQUIVALENTS AT END OF PERIOD $129,649 $205,013
</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. The Partnership was formed to
acquire income-producing real property throughout the United States with
emphasis on properties located in California and southwestern states. The
Partnership purchased such properties on an all cash basis, or operated them
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 five to 35 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.
STATEMENTS OF CASH FLOWS
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.
<PAGE>
ASSOCIATED PLANNERS REALTY FUND
(A CALIFORNIA LIMITED PARTNERSHIP)
SUMMARY OF ACCOUNTING POLICIES
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.
EARNINGS (LOSS) PER SHARE
On March 3, 1997, the FASB issued Statement of Financial Accounting Standards
No. 128 -Earnings per share (SFAS 128). This pronouncement provides a
different method of calculating earnings per share than is currently used in
accordance with APB 15, Earnings per Share. SFAS 128 provides for the
calculation of Basic and Diluted earnings per share. Basic earnings per
share includes no dilution and is computed by dividing income available to
common shareholders by the weighted average number of common shares
outstanding for the period. Diluted earnings per share reflects the
potential dilution of securities that could share in the earnings of the
entity, similar to fully diluted earnings per share. Except where the
provisions of the Securities and Exchange Commission's Staff Accounting
Bulletin No. 98 are applicable, common share equivalents have been excluded
in all years presented in the Statements of Operations when the effect of
their inclusion would be anti-dillutive. SFAS 128 is effective for fiscal
years and interim periods after December 15, 1997; early adoption is not
permitted. The Company has adopted this pronouncement during the fiscal year
ended December 31, 1997. The adoption of SFAS 128 does not effect earnings
per share for fiscal year ended December 31, 1997 and prior years.
NEW ACCOUNTING PRONOUNCEMENTS
Statement of Financial Accounting Standards No. 130 (SFAS No. 130) "Reporting
Comprehensive Income," issued by the Financial Accounting Standards Board is
effective for financial statements with fiscal years beginning after December
15, 1997. Earlier application is permitted. SFAS No. 130 establishes
standards for reporting and display of comprehensive income and its
components in a full set of general-purpose financial statements. The
Company has not determined the effect on its financial position or results of
operations, is any, from the adoption of this statement.
Statement of Financial Accounting Standards No. 131 (SFAS No. 131),
"Disclosure about Segments of an Enterprise and Related Information," issued
by the Financial Accounting Standards Board is effective for financial
statements with fiscal years beginning after December 15, 1997. The new
standard requires that public business enterprises report certain information
about operating segments in complete sets of financial statements of the
enterprises and in condensed financial statements of interim periods issued
to shareholders. It also requires that public business enterprises report
certain information about their products and services, the geographic areas
in which they operate and their major customers. The Company has not
determined the effect on its financial position or results of operations,
if any, from the adoption of this statement.
<PAGE>
ASSOCIATED PLANNERS REALTY FUND
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 1998 AND 1997 (UNAUDITED)
AND YEAR ENDED DECEMBER 31, 1997
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
The Partnership currently has interests in the following four rental real
estate properties. Two are wholly owned and two are jointly owned by the
Partnership (81.2%) and an affiliate (18.8%):
Location (Property Name) Date Purchased Cost
Encinitas, California
(179 Calle Magdalena) December 31, 1986 $ 705,918
Encinitas, California
(187 Calle Magdalena) December 31, 1986 853,560
Clovis, California January 23, 1987 2,854,221
Simi Valley, California November 12, 1987 2,616,523
The major categories of property are:
March 31, 1998 December 31, 1997
Land $2,361,894 $2,361,894
Building and Improvements 4,621,668 4,621,668
Furniture and Fixtures 46,660 46,660
7,030,222 7,030,222
Less accumulated depreciation 1,306,435 1,265,127
Net rental real estate $5,723,787 $5,765,095
<PAGE>
ASSOCIATED PLANNERS REALTY FUND
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 1998 AND 1997 (UNAUDITED)
AND YEAR ENDED DECEMBER 31, 1997
NOTE 2- RENTAL REAL ESTATE (CONTINUED)
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:
Four tenants accounted for 41%, 22%, 18% and 13% in 1998;
Four tenants accounted for 41%, 22%, 18% and 13% in 1997;
Two tenants accounted for 34% and 18% in 1996;
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 $16,989 for the quarter ended March 31,
1998 and $7,666 for the quarter ended March 31, 1997. See also Note 6.
(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, 1998 and March 31, 1997.
(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 $7,145 for the quarter ended
March 31, 1998, and $9,303 for the quarter ended March 31, 1997.
<PAGE>
ASSOCIATED PLANNERS REALTY FUND
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 1998 AND 1997 (UNAUDITED)
AND YEAR ENDED DECEMBER 31, 1997
(continued)
NOTE 4- NOTES 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 total construction loan commitment is
for $1,365,000 that matured on October 5, 1996. Borrowings on the
construction loan totaled $1,225,950 as of December 31, 1995. The
construction was completed during 1995 and total construction costs of
$1,372,900 was allocated to land, building and improvements. Included in
construction costs is $87,838 in construction loan interest that was
capitalized.
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 twenty years; due November 1, 2006; and current monthly payments of
principal, interest and property tax impounds of $15,900. The note payable
balance is $1,462,420 at March 31, 1998.
The carrying amount is a reasonable estimate of fair value of the construction
loan payable because the interest rates approximate the borrowing rates
currently available for mortgage loans with similar terms and average
maturities.
The aggregate annual future maturities at March 31, 1998 are as follows:
1998 ..................................$ 23,222
1999 .................................. 33,524
2000 .................................. 36,706
2001 .................................. 40,189
2002 .................................. 44,002
Thereafter .......................... 1,284,777
Total $1,462,420
<PAGE>
ASSOCIATED PLANNERS REALTY FUND
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 1998 AND 1997 (UNAUDITED)
AND YEAR ENDED DECEMBER 31, 1997
NOTE 5 - NET INCOME AND CASH DISTRIBUTIONS PER LIMITED PARTNERSHIP LIST
The Net Income per Limited Partnership Unit was computed in accordance with
the partnership agreement using the weighted average number of outstanding
limited partnership units of 7,499 for 1998 and 1997.
The Limited Partner cash distributions, computed in accordance with the
Partnership Agreement, were as follows:
Outstanding Amount Total
Record Date Units Per Unit Distribution
December 30, 1997 7,499 $ 20.39 $152,905
June 30, 1997 7,499 10.20 76,490
March 31, 1997 7,499 9.20 68,991
December 31, 1996 7,499 9.20 68,991
Total $367,377
September 30, 1996 7,499 $ 8.15 $ 61,117
June 30, 1996 7,499 8.15 61,117
March 31, 1996 7,499 8.15 61,117
December 31, 1995 7,499 7.14 53,543
Total $236,894
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 will permit 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 6 - REALLOCATION OF PARTNER BALANCES
Per the provisions of Section 11.1 (V)(ii) of the Partnership Agreement, the
General Partner determined that action was necessary to "cure the ambiguities"
caused by the Agreement itself. The ambiguity involved the treatment of the
partnership management fee, being paid to the General Partner, as an expense
of the Partnership, when in fact, it should have been treated as a general
partner withdrawal of capital. In order to properly reflect this inception
to date correction, a transfer of $305,548 was made from the General
Partner's capital account to the Limited Partners capital account during
the quarter ended March 31, 1996.
<PAGE>
ASSOCIATED PLANNERS REALTY FUND
(A CALIFORNIA LIMITED PARTNERSHIP)
ITEM 2. MANAGEMENT'S 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 Company
to be materially different from any future results, performance or
achievements, expressed of implied by such forward-looking statements.
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 intended 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.
LIQUIDITY AND CAPITAL RESOURCES
The Partnership began offering for sale limited partnership units on March 28,
1986. On July 16, 1986, the Partnership reached its minimum offering level of
$1,200,000, and funds were released from an escrow account to the Partnership.
The Partnership sold units throughout the remainder of the year, and raised
$3,397,000 in gross proceeds or $3,025,961 net of syndication costs and sales
commissions as of December 31, 1986. During 1986, the Partnership purchased
two properties for $1,525,254 cash (the Santa Fe Business
Park (two buildings)). During 1987, the Partnership purchased two additional
properties for $3,829,207 cash (the Shurgard Mini-Warehouse and the Shaw
Villa Shopping Center). The Partnership filed Post-Effective Amendment
No. 1 to the Form S-18 used to register the Partnership. This filing was done
to extend the period that units could be offered for sale by registrant to
March 28, 1988. On December 30, 1987, the sale of units ended with
$7,499,000 raised or $6,725,211 net of syndication costs and sales
commissions. During 1988, the Partnership acquired its last and final
property for $1,603,144 cash (the Pacific Bell Building). As of
December 31, 1988, the Partnership completed its property acquisition phase.
In May 1995, the Partnership began the first step of the disposition phase of
the Partnership's life cycle through the sale of the mini-warehouse located in
Puyallup, Washington to Shurgard Storage Centers, Inc. The Partnership
received approximately $1,510,976 in cash in connection with the sale (there
was no debt assumed in connection with the sale). The General Partner did
not receive any compensation in connection with its services provided in
selling the property. The sale of the Shurgard property resulted in a gain
of $116,749.
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 total construction loan commitment
was $1,365,000 that matured on October 5, 1996. The construction was
completed during 1995 and total construction costs of $1,372,900 were
allocated to land, building and improvements. Included in construction
costs was $87,838 in construction loan interest that was capitalized.
<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 (CONT.)
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 twenty years; due November 1, 2006; and current monthly
payments of principal, interest and property tax impounds of $15,900. The
note payable balance is $1,462,420 at March 31, 1998.
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 will permit 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.
During the quarter ended March 31, 1998, the Partnership made distributions to
the general and limited partners totaling $169,894, which represented a income
distribution for the period from July 1, 1997 thru December 31, 1997.
Distributions are determined by management based on cash flow and the
liquidity position of the Partnership. It is the intention of management to
make semi-annual distributions of cash, subject to the maintenance of
reasonable reserves.
Management uses cash as its primary measure of a partnership's liquidity. The
amount of cash that represents adequate liquidity for a real estate limited
partnership, 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.
<PAGE>
ASSOCIATED PLANNERS REALTY FUND
(A CALIFORNIA LIMITED PARTNERSHIP)
ITEM 7. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
LIQUIDITY AND CAPITAL RESOURCES (CONT.)
The Partnership believes it has the ability to generate sufficient cash to
meet both short-term and long-term liquidity needs, based upon the above four
points.
The first point refers to the risk of Partnership investments. The
Partnership's investments in properties were originally paid for in cash.
Subsequent debt was taken on by the Partnership is relatively moderate in
size.
The second point 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. However, the Partnership realizes that a vacancy at the
Pacific Bell Building might require the expenditure of funds for leasehold
improvements, and has appropriately allocated a portion of revenues towards
that purpose.
The third point relates to life cycle. The Partnership completed its funding
and acquisition of property in previous years. Thus, the Partnership is in
the property operating stage. As part of these operating activities, the
partnership was involved in purchasing and developing the aforementioned
parcel in Clovis in 1994 and 1995. This activity is expected to enhance
rental revenues and increase the value of the Shaw Villa Shopping Center. The
Partnership believes that cash flows provided by operating activities will
continue. Although the Partnership did sell the Shurgard Property in 1995,
there are currently plans to sell additional properties in 1998. However, the
General Partner will review any unsolicited offers for the purchase of the
Partnership's properties to determine if a negotiated sale would be in the
Partnership's best interests.
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.
The Partnership began making distributions on a semi-annual basis and related
payments were made on February 6, 1998. This change will permit 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.
<PAGE>
ASSOCIATED PLANNERS REALTY FUND
(A CALIFORNIA LIMITED PARTNERSHIP)
ITEM 7. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
LIQUIDITY AND CAPITAL RESOURCES (CONT.)
The Partnership is attempting to sell the two office buildings located in
Encinitas, California (179 and 187 Calle Magdalena), and the Shaw Villa
Shopping Center located in Clovis, California. The net proceeds from such
sales will be distributed to the limited partners and General Partner in
accordance with the terms of the Partnership Agreement. The cost basis of
these properties are:
179 Calle Magdalena $ 705,918
187 Calle Magdalena 853,560
Shaw Villa Shopping Center 2,854,221
During the quarter ended March 31, 1998, the General Partner earned
partnership management fees of $16,989. Partnership management fees were
paid and calculated in accordance with the partnership agreement.
The Tax Reform Acts of 1986 and 1987 and the Revenue Reconciliation Acts of
1990 and 1993 did not have a material impact on the Partnership's operations.
The slowdown in the economy, inflation and changing prices have had a nominal
effect on the Partnership's revenues and income from continuing operations.
During the nine 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 properties' tenants that
will help alleviate much of the negative impact of inflation. Among these
are:
A. Several month-to-month leases at the Santa Fe Business Park that would
allow the Partnership to raise rents on a monthly basis.
B. Triple net leases at the Shaw Villa Shopping Center and Pacific Bell
Building that give the Partnership an ability to pass on higher operating
costs to its tenants.
<PAGE>
ASSOCIATED PLANNERS REALTY FUND
(A CALIFORNIA LIMITED PARTNERSHIP)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
CASH FLOWS - MARCH 31, 1998 VS. MARCH 31, 1997
Cash resources decreased $157,992 during the three months ended March 31, 1998
compared to a $1,400 decrease in cash resources for the three months ended
March 31, 1997. Cash provided by operating activities increased by $22,958
with the largest contributor being $31,136 in cash basis net income for the
three months ended March 31, 1998. In contrast, the three months ended
March 31, 1997 provided $105,527 in cash from operating activities due
primarily to $89,841 in cash basis net income. The three months ended
March 31, 1998 did not have any investing activities. In contrast, the sole
use of cash in investing activities for the three months ended March 31, 1997
was $20,980 expended for tenant improvements to an existing tenant at the Shaw
Villa Shopping Center. For the three months ended March 31, 1998, financing
activities used $180,950 via distributions to limited, general and minority
partners totaling $173,553 and repayments on notes payable of $7,397. In
contrast, for the three months ended March 31, 1997, financing activities
used an additional $85,947 via distributions to these same parties totaling
$79,192 and repayments on notes payable of $6,755.
RESULTS OF OPERATIONS
Operations for the quarter ended March 31, 1997, reflect an entire period of
operations for the Partnership's properties.
Net loss for the quarter ended March 31, 1998 ($10,172) was lower than the net
income for the quarter ended March 31, 1997 ($48,588) due to lower rents
collected from the Santa Fe Business Park properties.
Rental revenue for the three months ended March 31, 1998 decreased from that
for the three months ended March 31, 1997 by approximately $22,800, due to
lower rents collected from multi-tenant Santa Fe Business Park Building.
Interest income increased $419 (18%) during the quarter ended March 31, 1998
when compared to the quarter ending March 31, 1997. This increase was due to
the Partnership converting from a quarterly distribution cycle to a
semi-annual distribution cycle with the first record date and payment date
being December 31, 1997 and February 6, 1998, respectively. Hence, net
income for the third quarter 1997 was held in a interest bearing account and
paid on February 6, 1998. In contrast, the net income for the third quarter
1996 was paid in November 1996.
Operating expenses increased $22,916 (69%) as a result of higher leasing
commissions and utilities during the quarter ended March 31, 1998 compared to
the quarter ended March 31, 1997. General and administrative expenses
decreased $2,390 (14%) due to lower insurance and legal and accounting
expenses. Depreciation expense remained constant for the quarters ending
March 31, 1998 and March 31, 1997.
<PAGE>
ASSOCIATED PLANNERS REALTY FUND
(A CALIFORNIA LIMITED PARTNERSHIP)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
During the quarter ended March 31, 1998, the Partnership distributed $169,894
to the general and limited partners and $3,659 to the minority interest
partner, as compared to the quarter ended March 31, 1997 when the Partnership
distributed $76,657 to the general and limited partners and $2,535 to the
minority interest partner. This increase was due to the Partnership
converting from a quarterly distribution cycle to a semi-annual distribution
cycle with the first record date and payment date being December 31, 1997
and February 6, 1998, respectively. Cash basis income for the quarter ended
March 31, 1998 was $31,136. This was derived by adding depreciation and
amortization expense to net income. In contrast, cash basis income for the
quarter ended March 31, 1997 was $89,841.
Overall the Partnership generated $31,136 in income from operations before
depreciation expense of $41,308 for the quarter ended March 31, 1998. This
compares unfavorably to the quarter ended March 31, 1997 when cash basis
income totaled $89,841 before depreciation expense of $41,253. Net income
(loss) per limited partnership unit decreased from $5.34 in 1997 to ($1.72)
in 1998. The number of limited partnership units outstanding in each quarter
was 7,499.
NEW ACCOUNTING PRONOUNCEMENTS
Statement of Financial Accounting Standards No. 130 (SFAS No. 130) "Reporting
Comprehensive Income," issued by the Financial Accounting Standards Board is
effective for financial statements with fiscal years beginning after December
15, 1997. Earlier application is permitted. SFAS No. 130 establishes
standards for reporting and display of comprehensive income and its
components in a full set of general-purpose financial statements. The
Company has not determined the effect on its financial position or results of
operations, is any, from the adoption of this statement.
Statement of Financial Accounting Standards No. 131 (SFAS No. 131),
"Disclosure about Segments of an Enterprise and Related Information," issued
by the Financial Accounting Standards Board is effective for financial
statements with fiscal years beginning after December 15, 1997. The new
standard requires that public business enterprises report certain information
about operating segments in complete sets of financial statements of the
enterprises and in condensed financial statements of interim periods issued
to shareholders. It also requires that public business enterprises report
certain information about their products and services, the geographic areas
in which they operate and their major customers. The Company has not
determined the effect on its financial position or results of operations, if
any, from the adoption of this statement.
<PAGE>
ASSOCIATED PLANNERS REALTY FUND
(A CALIFORNIA LIMITED PARTNERSHIP)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
SALE OF PROPERTIES
The Partnership is attempting to sell the two office buildings located in
Encinitas, California (179 and 187 Calle Magdalena), and the Shaw Villa
Shopping Center located in Clovis, California. The net proceeds from such
sales will be distributed to the limited partners and General Partner in
accordance with the terms of the Partnership Agreement. The cost basis of
these properties are:
179 Calle Magdalena $ 705,918
187 Calle Magdalena 853,560
Shaw Villa Shopping Center 2,854,221
<PAGE>
ASSOCIATED PLANNERS REALTY FUND
(A CALIFORNIA LIMITED PARTNERSHIP)
PART II
O T H E R I N F O R M A T I O N
ITEM 1.LEGAL PROCEEDINGS
None
ITEM 2.CHANGES IN SECURITIES
None
ITEM 3.DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4.SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5.OTHER INFORMATION
None
ITEM 6.EXHIBIT AND REPORTS ON FORM 8-K
(a) Information required under this section has been included in the
financial statements.
(b) Reports on Form 8-K
None
<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)
May 5, 1998 By: WEST COAST REALTY ADVISORS, INC.
A California Corporation,
General Partner
Neal E. Nakagiri
Director and Executive Vice President/Secretary
May 5, 1998
Michael G. Clark
Vice President/Treasurer
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000785791
<NAME> ASSOCIATED PLANNERS REALTY FUND
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 129,649
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 178,194
<PP&E> 7,030,222
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<TOTAL-ASSETS> 5,911,726
<CURRENT-LIABILITIES> 77,787
<BONDS> 1,462,420
0
0
<COMMON> 0
<OTHER-SE> 4,176,143
<TOTAL-LIABILITY-AND-EQUITY> 5,911,726
<SALES> 166,154
<TOTAL-REVENUES> 168,961
<CGS> 139,810
<TOTAL-COSTS> 139,810
<OTHER-EXPENSES> 0
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<INCOME-PRETAX> (10,172)
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