<PAGE> 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]
<PAGE> 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
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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
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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.
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The schedule below indicates the average annual occupancy rate expressed as a
percentage of rentable square feet for the last five years:
<TABLE>
<CAPTION>
SHAW VILLA
SANTA FE BUSINESS SHOPPING PACIFIC BELL
YEAR PARK - 2 PROPERTIES CENTER BUILDING
--------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
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%
</TABLE>
The total original acquisition cost to the Partnership of each property and the
dates of acquisition were as follows:
<TABLE>
<CAPTION>
ACQUISITION ACQUISITION
DESCRIPTION COST DATE
------------------------------------------------------------------------------------------------------
<S> <C> <C>
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
------------------------------------------------------------------------------------------------------
</TABLE>
ITEM 3. LEGAL PROCEEDINGS
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
4
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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:
<TABLE>
<CAPTION>
UNITS TOTAL
RECORD DATE DATE PAID PER UNIT OUTSTANDING PAID
-----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
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
</TABLE>
Distributions are made based on income from operations, before depreciation and
amortization, available as a result of the previous six months of operations.
5
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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.
<TABLE>
<CAPTION>
1999 1998 1997 1996 1995
--------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
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
</TABLE>
*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
<PAGE> 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.
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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.
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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.
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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
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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
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ASSOCIATED PLANNERS REALTY FUND AND CONSOLIDATED ENTITIES
(A CALIFORNIA LIMITED PARTNERSHIP)
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
December 31,
------------------------------
1999 1998
-------------- -----------
<S> <C> <C>
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
============= ============
</TABLE>
See accompanying summary of accounting policies and notes to
consolidated financial statements.
12
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ASSOCIATED PLANNERS REALTY FUND AND CONSOLIDATED ENTITIES
(A CALIFORNIA LIMITED PARTNERSHIP)
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
Years ended December 31,
----------------------------------------------
1999 1998 1997
------------- ------------ ------------
<S> <C> <C> <C>
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
============= ============= =============
</TABLE>
See accompanying summary of accounting policies and notes to
consolidated financial statements.
13
<PAGE> 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
<TABLE>
<CAPTION>
Limited Partners
--------------------------- General
Units Amount Partner Total
---------- ------------- ----------- ------------
<S> <C> <C> <C> <C>
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
========== ============= =========== ============
</TABLE>
See accompanying summary of accounting policies and notes to
consolidated financial statements.
14
<PAGE> 16
ASSOCIATED PLANNERS REALTY FUND AND CONSOLIDATED ENTITIES
(A CALIFORNIA LIMITED PARTNERSHIP)
CONSOLIDATED STATEMENTS OF CASH FLOWS
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
<TABLE>
<CAPTION>
Years ended December 31, 1999 1998 1997
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
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
============================================================================================================
</TABLE>
See accompanying summary of accounting policies and notes to
consolidated financial statements.
15
<PAGE> 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
<PAGE> 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
<PAGE> 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:
<TABLE>
<CAPTION>
Location (Property Name) Date Purchased Cost
------------------------------------------------------------------------------------------------------
<S> <C> <C>
Clovis, California January 23, 1987 2,854,221
Simi Valley, California November 12, 1987 2,616,523
The major categories of property are:
<CAPTION>
December 31, 1999 1998
-------------------------------------------------------------------------------------------------------
<S> <C> <C>
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
=======================================================================================================
</TABLE>
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
<PAGE> 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
<PAGE> 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:
<TABLE>
<CAPTION>
Year ended December 31,
----------------------------------------
1999 1998 1997
-------- --------- -------
<S> <C> <C> <C>
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
======== ========= =======
</TABLE>
(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
<PAGE> 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:
<TABLE>
<CAPTION>
Outstanding Amount
Record Date Distribution Units Per Unit Total
--------------------------------------------------------------------------------------------
<S> <C> <C> <C>
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
============
</TABLE>
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
<PAGE> 23
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
22
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 27
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION DECEMBER 31, 1999
INFORMATION REQUIRED BY RULE 12-28 IS AS FOLLOWS
<TABLE>
<CAPTION>
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
- ----------- ------------ ------- --------- ---------- -------- ---------- --------- --------- -------- ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
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
========== ========== ========== ========== ========== ========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
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:
<S> <C> <C> <C>
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
============ ============
</TABLE>
26
<PAGE> 28
SCHEDULE IV - MORTGAGE LOAN ON REAL ESTATE DECEMBER 31, 1999
INFORMATION REQUIRED BY RULE 12-29 IS AS FOLLOWS
<TABLE>
<CAPTION>
Final Period Delinquent
Interest Maturity Payment Prior Face Carrying Principal/
Description Rate Date Terms Liens Amount Amount Interest
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
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
========================================================================================================================
</TABLE>
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
<PAGE> 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
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 5,223
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 5,470,743
<DEPRECIATION> 1,085,260
<TOTAL-ASSETS> 4,405,136
<CURRENT-LIABILITIES> 0
<BONDS> 1,405,674
0
0
<COMMON> 0
<OTHER-SE> 2,961,179
<TOTAL-LIABILITY-AND-EQUITY> 4,405,136
<SALES> 0
<TOTAL-REVENUES> 829,676
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 344,853
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 129,337
<INCOME-PRETAX> 355,486
<INCOME-TAX> 0
<INCOME-CONTINUING> 355,486
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 355,486
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
