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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM 10-K/A
AMENDMENT TO GENERAL FORM FOR REGISTRATION OF SECURITIES
Filed pursuant to Section 12(g)
THE SECURITIES EXCHANGE ACT OF 1934
ASSOCIATED PLANNERS REALTY INCOME FUND
(Exact name of registrant as specified in its charter)
AMENDMENT NO. 1
File No. 33-11013
The undersigned Registrant hereby amends the following items, financial
statements, exhibits or other portions of its General Form for
Registration of Securities on Form 10-K as set forth in the pages
attached hereto:
Cover Page, Item 2 (Properties), Item 5 (Market for the Registrant's
Common Equity and Related Stockholders Matters), Item 6 (Selected
Financial Data), Item 8 (Financial Statements)
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Amendment to be signed on its behalf by
the undersigned thereunto duly authorized.
Associated Planners Realty Income Fund
(Registrant)
Date:
By: West Coast Realty Advisors, Inc. (Advisor)
By: Michael G. Clark, Vice President/Treasurer
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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 [FEE
REQUIRED]
For the fiscal year ended December 31, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) of
the SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
Commission file number 33-11013
ASSOCIATED PLANNERS REALTY INCOME FUND, (a California
Limited Partnership)
(Exact name of registrant as specified in its charter)
California 95-4120092
State or other jurisdiction of (I.R.S. 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 pursuant to section 12(g) of the Act:
NONE
(Title of class)
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 preceeding 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 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 [ ]
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PART I
ITEM 2. PROPERTIES
The properties acquired by the Partnership are described below:
YORBA CENTER
On October 25, 1988, the Partnership purchased Yorba Center, a
retail shopping center located in Chino, California.
The Center, constructed in 1987, provides 12,697 rentable square
feet located on a .91-acre parcel of land. As of December 31, 1994,
the Center was 90% leased to eight tenants. The average monthly rent
per occupied square foot was $1.14. All tenants are renting space on
a "triple net" lease basis, i.e., each tenant being proportionately
responsible for payment of all expenses including insurance, taxes,
maintenance, and other operating expenses.
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 bases for the property are the
same. In the opinion of the General Partner, the property is adequately
insured. The property is managed by West Coast Realty Management, Inc.
("WCRM"), an affiliate of the corporate General Partner.
The Center is dependent upon the vitality of the consumer market in
the general area. Since the City of Chino applies strict building
regulations on developers, it is expected that new development will be
limited, thereby preserving the Center's competitive edge during the
Partnerships intended holding period. Although all areas of Southern
California have been affected by the economic slowdown, layoffs, plant
closings and military cutbacks, these economic factors are not expected
to significantly impact the occupancy of the shopping center.
SAN MARCOS INDUSTRIAL BUILDING
On January 9, 1990, the Partnership together with Associated
Planners Growth Fund (a 90%/10% interest, respectively) purchased the
San Marcos Industrial Building located in San Marcos, California.
The industrial building, constructed in 1986, consists of 40,720
rentable square feet including 6,000 square feet of office area
plus 1,300 square feet of mezzanine above the office area and is
located on a 2.66 acre parcel of land. The building was 100% occupied
by Professional Care Products, Inc. through January 8th, 1995, on a
triple net lease. This lease requires the tenant to pay insurance,
taxes, maintenance, and all other operating costs. During 1994,
property taxes, paid by the tenant as part of its lease obligations,
totaled $32,059.
On February 13, 1995, a new lease was executed with No Fear, Inc.,
which runs through June 30, 1998. This is also a triple net lease.
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 bases for the
property are the same. In the opinion of the General Partner, the
property is adequately insured. The property is managed by WCRM.
The building is located in North San Diego County, in an area of
increasing population and desirability for San Diego area professional
and skilled workers and significant employers. It is expected the
building will benefit from projected growth of the North San Diego
County area.
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KEY DATA ON REAL ESTATE OPERATIONS
Noted below are some key data pertaining to the operations of improved
property that is operated by the Partnership:
Occupancy Rate as a Percentage of Square Feet:
YORBA CENTER
1994: 90%
1993: 61%
1992: 61%
1991: 61%
1990: 73%
SAN MARCOS
INDUSTRIAL BUILDING
1994: 100%
1993: 100%
1992: 100%
1991: 100%
1990: 100%
Tenants occupying 10% or more of rental square footage:
YORBA CENTER
Mels Liquor: 15.79% of rental square footage; $36,825 rent per year;
lease expires on May 31, 2002; Renewal Options: Lessee has option to
extend lease 5 years to May 31, 2007.
Video Club: 13.69% of rental square footage; $10,428 rent per year;
lease expires on August 31, 1998; Renewal Options: No renewal options.
San Bernardino County Superintendent Schools: 17.11% of rental
square footage; $27,096 rent per year; lease expires on June 30, 1996;
Renewal Options: Lessee has 2 options to extend the lease for one
additional year.
SAN MARCOS INDUSTRIAL BUILDING
No Fear Inc.: 100% of rental square footage; $219,888 rent per
year; lease expires on June 30, 1998; Renewal Options: Extend lease
for 60 additional months at lessee's option.
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SELECTED FINANCIAL DATA FOR PROPERTY OPERATIONS
The selected property financial data for Partnership's properties
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.
This statement is not covered by the accountants' opinion included
elsewhere in this report.
1994 1993 1992
Operations for the years ended December 31:
Property Revenues $464,903 $428,225 $428,789
Income from Property Operations * 295,872 272,954 266,184
Property Net Income per Limited Partner Unit ** 50.52 46.49 45.29
* Determined using revenue and expenses directly related to the
properties. Expense items excluded in arriving at this amount included
General and Administrative expenses ($78,867 in 1994 and $85,162 in
1993). The data is presented in this manner in order to present the
actual operating results of the Partnership's real estate property
operations.
** Property net income per Limited Partner Unit was based on the Limited
Partners' share of income and the weighted quarterly average number of
units outstanding.
SUMMARY
As of December 31, 1994, the combined occupancy rate for all of the
Partnership's properties was 97%.
The total acquisition cost to the Partnership of each property and
the date of acquisition are as follows:
Description Acquisition Cost Acquisition Date
Yorba Center $1,851,147 10/25/88
San Marcos Industrial Building $2,806,905 01/09/90
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PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS
At December 31, 1994, there were 5,096 limited partnership units
outstanding and 435 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.
Distributions totaling $222,950, $242,060 and $203,840 were made in
1994, 1993 and 1992, to unit holders of record at the end of the
calendar quarters indicated below. These distributions constituted a
return of capital of $425, $49,745 and $13,479 in 1994, 1993 and 1992
respectively. In addition, $31,850 in distributions were paid to unit
holders subsequent to year-end in February 1995. The distribution
amounts for 1994 and 1993 are summarized below:
Record Date Per Units Total
Date Paid Unit Outstanding Paid
12/31/92 02/12/93 10.00 5,096 $50,960
03/31/93 05/03/93 12.50 5,096 63,700
06/30/93 08/07/93 12.50 5,096 63,700
09/30/93 11/05/93 12.50 5,096 63,700
12/31/93 02/09/94 12.50 5,096 63,700
03/31/94 05/05/94 12.50 5,096 63,700
06/30/94 08/02/94 12.50 5,096 63,700
09/30/94 11/03/94 6.25 5,096 31,850
Distributions are made out of the income from operations, before
depreciation and amortization, available as a result of the previous
quarter's operations.
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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. This selected financial data is not covered by the
accountants' opinion included elsewhere in this report.
<TABLE>
<CAPTION>
1994 1993 1992 1991 1990
<S> <C> <C> <C> <C> <C>
Operations for the years ended December 31:
Revenues $474,562 $433,422 $434,662 $420,636 $433,813
Net Income 222,525 192,315 190,361 181,418 205,461
Net Income per Limited Partner Unit * 37.57 32.23 31.83 30.26 34.51
Distributions per Limited Partner Unit * 43.75 47.50 40.00 49.00 58.00
Financial position at December 31:
Total Assets 4,435,929 4,468,918 4,510,665 4,550,035 4,573,345
Partners' Equity 4,380,915 4,381,340 4,431,085 4,444,564 4,512,850
</TABLE>
[FN]
*Net income and distributions per limited partner unit were based on the
weighted quarterly average number of outstanding units.
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ITEM 7. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
The Partnership began offering for sale limited partnership units on
October 1987. On February 26, 1988, the Partnership reached its minimum offer
level of $1,200,000. The Partnership sold units throughout the remainder of
the year, and had raised $3,891,000 in gross proceeds or $3,483,788 net of
syndication costs and sales commissions as of December 31, 1988. During 1989,
the Partnership continued to raise funds through the sale of Units and had
raised $5,106,000 in gross proceeds or $4,594,101 net of syndication costs and
sales commissions as of September 5, 1989, the day the Partnership terminated
its offering of limited partnership units.
During the year ended December 31, 1994, the Partnership made
distributions to the limited partners totaling $222,950 of which $425
constituted a return of capital. On February 3, 1995, the Partnership made
distributions of $31,850 to unit holders of record at December 31, 1994.
Distributions are determined by management based on cash flow and the
liquidity position of the Partnership and anticipated occupancy of the
properties. It is the intention of management to make quarterly
distributions of cash, subject to maintenance of reasonable reserves.
During the year, $299,612 in cash was provided by operating activities.
This resulted from a cash basis income of $320,458 from operations (net
income plus depreciation expense) plus $3,107 in gross proceeds received in
connection with the sale of government securities, $4,139 in an unrealized
loss on the government securities account and a $5,621 decrease in other
assets (due to the write-off of insurance and commissions). These operating
cash flow additions were offset by a $31,938 decrease in accounts payable
(attributable to a normal timing difference in trade payables), $1,082
increase in accounts receivable (primarily due to accrued interest on
government securities account) and a $693 decrease in security deposits on
the Yorba Center property. Cash used in investing activities totaled
$31,136 in connection with tenant improvements on the Yorba Center property.
Cash used in financing activities totaled $222,950 due to the distributions
to the limited partners during the year.
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 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.
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The Partnership has adequate liquidity based upon the above four points.
The first point refers to the approximately 1% property reserve requirement
of capital funds raised that the Partnership currently has; this relatively
low reserve level is appropriate since all Partnership properties are
acquired without the use of debt financing. This is a minimum guideline that
is disclosed in the Partnership's prospectus; the Partnership had more than
enough funds to meet this requirement as of December 31, 1994. Related to
the property reserve requirement is the second point, the condition of the
Partnership's properties. Since the properties are in good condition, no
unusual maintenance and repair expenditures are anticipated. The third point
is relevant to the Partnership because after the January 1990 purchase of
the San Marcos property, the Partnership had completed its acquisition phase,
and entered the operating phase. The fourth point relates to partner
distributions. The Partnership makes distributions from operations quarterly.
Such distributions are subject to payment of Partnership expenses and
reasonable reserves for expenses, maintenance, and replacements.
During the year ended December 31, 1994 the Partnership paid the General
Partner a partnership management fee of $24,773 and distributed $222,950 to
the limited partners of which $425 constituted a return of capital. In
February 1995, the Partnership paid the General Partner a partnership
management fee of $3,539 and distributed $31,850 to the limited partners.
Partnership management fees were calculated and paid 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 effects of the slowdown in the economy, inflation and changing prices
have not had a material impact on the Partnership's revenues and income from
operations. During the 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 clauses in the leases with its
properties' tenants that would help alleviate much of the negative impact of
inflation.
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RESULTS OF OPERATIONS - 1994 VS. 1993
Operations for the years ended December 31, 1994 and 1993 reflect full
years of rental activities for the Partnership's properties. The occupancy of
the Yorba Center improved in 1994 as compared to 1993, as the occupancy was
90% in 1994 as compared to 61% at the end of 1993. This accounted for the
8.6% ($36,678) increase in property revenues in 1994, as compared to 1993.
The Partnership generated $324,597 in income from operations before
depreciation expense of $97,933 and $4,139 in unrealized loss on government
securities for 1994 compared to $290,297 in income from operations for 1993
before depreciation of $97,982. Interest income increased $4,462 (86%) as
the result of higher interest rates and higher investable cash balances. An
unrealized loss of $4,139 was recognized in 1994 in connection with the
Partnership's $163,272 investment in a pool of short-term government
securities. Operating and General and Administrative costs increased from
1993 to 1994 by $6,480 (4.8%) primarily due to increased repairs and
maintenance and management fee expenditures.
The statement of cash flows reflects proceeds from the sales (purchases)
of government securities for 1994 and 1993. These amounts pertain to gross
sales and (purchases) of government securities and are not being reflected as
net sales or (purchases) for the periods being reported.
5,096 limited partnership units were outstanding in 1994. The net income
per limited partnership unit was $37.57 in 1994 vs. $32.23 in 1993. Total
distributions dropped from $242,060 in 1993 to $222,950 in 1994. Much of
this decrease was the result of management's decision to hold back
distribution of some earnings in anticipation of a vacancy at the San Marcos
building beginning in January 1995. (The space was subsequently re-leased in
February 1995).
RESULTS OF OPERATIONS - 1993 VS. 1992
Operations for the years ended December 31, 1993 and 1992 reflect full
years of rental activities for the Partnership's properties. The occupancy
level of the Yorba Center property averaged 61% throughout 1993. Rental
income remained constant from 1992 to 1993.
The Partnership generated $290,297 of income from operations before
depreciation of $97,982 for 1993, compared to $291,557 in income from
operations for 1992 before depreciation of $101,196. Interest income
decreased $676 as a result of lower interest rate and lower investable cash
balances during 1993. Operating and General and Administrative costs
increased by $20 from 1992 to 1993 which is not considered significant for
comparison analysis. Additionally, there was no unusual turnover in tenants,
or expense incurred in connection with the properties.
5,096 limited partnership units were outstanding in 1993. The net income
per limited unit was $32.23 in 1993 vs. $31.83 in 1992.
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S I G N A T U R E S
Pursuant to the requirements of the Section 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 INCOME FUND
A California Limited Partnership
(Registrant)
W. THOMAS MAUDLIN JR.
(A General Partner)
By: West Coast Realty Advisors, Inc.
(A General Partner)
WILLIAM T. HAAS
(Director and Executive Vice President/Secretary)
MICHAEL G. CLARK
(Vice President/Treasurer)
Date:
