<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM 10-Q/A
AMENDMENT TO GENERAL FORM FOR REGISTRATION OF SECURITIES
Filed pursuant to Section 12(g)
THE SECURITIES EXCHANGE ACT OF 1934
ASSOCIATED PLANNERS REALTY GROWTH FUND
(Exact name of registrant as specified in its charter)
AMENDMENT NO. 1
File No. 33-13983
The undersigned Registrant hereby amends the following items, financial
statements, exhibits or other portions of its General Form for Registration
of Securities on Form 10-Q as set forth in the pages attached hereto:
10-Q for the Quarter ending September 30, 1995
Item 2
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Amendment to be signed on its behalf by the
undersigned thereunto duly authorized.
ASSOCIATED PLANNERS REALTY GROWTH FUND
(Registrant)
Date:
By: West Coast Realty Advisors, Inc. (General Partner)
By: Michael G. Clark, Vice President/Treasurer
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ASSOCIATED PLANNERS REALTY GROWTH FUND
(A California Limited Partnership)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Introduction
Associated Planners Realty Growth Fund (the "Partnership") was
organized in December 1986, under the California Revised Limited Partnership
Act. The Partnership began offering units for sale on October 20, 1987. As
of December 31, 1989, the Partnership had raised $2,061,000 in gross capital
contributions. The Partnership netted approximately $1,820,000 after sales
commissions and syndication costs.
The Partnership was organized for the purpose of investing in,
holding, and managing improved, leveraged income-producing property, such as
residential property, office buildings, commercial buildings, industrial
properties, and shopping centers. The Partnership intends to own
and operate such properties for investment over an anticipated holding period
of approximately five to ten years.
The Partnership's principal investment objectives are to invest in
rental real estate properties which will:
(1) Preserve and protect the Partnership's invested capital;
(2) Provide for cash distributions from operations;
(3) Provide gains through potential appreciation; and
(4) Generate Federal income tax deductions so that during the early
years of property operations, a portion of cash distributions may be treated
as a return of capital for tax purposes and, therefore, may not represent
taxable income to the limited partners.
The ownership and operation of any income-producing real estate is
subject to those risks inherent in all real estate investments, including
national and local economic conditions, the supply and demand for similar
types of properties, competitive marketing conditions, zoning changes,
possible casualty losses, increases in real estate taxes, assessments, and
operating expenses, as well as others.
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ASSOCIATED PLANNERS REALTY GROWTH FUND
(A California Limited Partnership)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(continued)
Results of Operations
Operations for the quarter ended September 30, 1995, reflect an
entire period of operations for the Partnership's properties. Rental revenue
for the three and nine months ended September 30, 1995, decreased from the
three and nine months ended September 30, 1994 by approximately $19,302 and
$51,574, respectively. Part of this decrease was a result of a vacancy at
the San Marcos building from January 8, 1995 to February 13, 1995. The
effect of this vacancy was a decrease in rent of approximately $3,000 for the
quarter and nine months. In addition, the new tenant (No Fear Inc.) entered
into a lease at a rate that was 30% less than the rate on the lease of the
prior tenant (Professional Care Products). This has resulted in
approximately $6,000 less rent for the first nine months of 1995 in
comparison to the first nine months of 1994. The remaining $42,574 decrease
in rental revenue is the result of lower occupancy and lower rent rates at the
Santa Ana office building. Total costs and expenses related to the
properties' operation were similar for the quarter ended September 30, 1995
and the quarter ended September 30, 1994. These same costs were $1,416
higher for the nine months ended September 30, 1995 vs. the nine months ended
September 30, 1994, as a result of lower interest expense (greater principal
repayments on mortgage loan) and property management fees expenditures.
General and administrative expenses were approximately equal for both the
three and nine months ended September 30, 1995 and September 30, 1994, as was
depreciation and amortization expense. Property management fees tracked the
level of rental revenue. Property operating costs were higher for the three
and nine months ended September 30, 1995 in comparison to the prior year
($7,312 for the quarter and $22,217 for nine months), due to higher office
maintenance costs.
At September 30, 1995, the Parkcenter Building was 69% occupied by eight
tenants. The San Marcos property, which is 10% owned the Partnership, was
100% occupied by one tenant.
Despite the 70% to 80% occupancy level at the property, it has been unable
to generate a positive cash flow. As a result the Partnership's General
Partner has been paying certain administrative costs of the Partnership,
i.e., property management fees, legal and accounting costs, general and
administrative fees, as well as certain leasehold improvement costs. As
of September 30, 1995, the amount of cash advanced to the Partnership by
the General Partner was $150,000. In addition, the General Partner and its
affiliates have deferred collection of fees and expenses totaling $203,982.
The General Partner is pursuing alternative solutions to improve the cash
flow of the Parkcenter Property and the Partnership.
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ASSOCIATED PLANNERS REALTY GROWTH FUND
(A California Limited Partnership)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(continued)
Liquidity and Capital Resources
During the quarter ended September 30, 1995, the Partnership's cash
reserves increased by $13,125 primarily due to the deferral of the mortgage
payment (see Note 3) due September 1, 1995. Cash reserves are defined as cash
balances in checking and money market accounts.
For the nine months ended September 30, 1995, the change in cash and cash
equivalents increased by $10,069. This can be accounted for as follows:
1) $8,260 in cash was used in operating activities. This was largely the
result of cash being provided by an increase in accounts payable of $62,016
as payments of amounts due to third-party vendors and affiliates was
postponed until later periods. In addition, Other Assets increased $10,304,
effectively resulting in an decrease in cash. This increase was primarily
the result of a increase in prepaid expense balances, resulting from the
write-off of amounts (primarily insurance) paid in the last quarter of 1994.
These increases (decreases) to cash were greatly offset by $69,033 use of cash
resulting from the cash basis net loss for the first nine months of the year
($118,830 net loss with $49,797 in depreciation added back). Management
believes that this increase in cash was unusual, and it expects that
operating activities for the rest of the year will result in a net use of
cash.
2) $18,329 in cash was provided by financing activities. This was entirely
the result of the deferral of a mortgage payments for September 1995
resulting in an addition to the notes payable balance.
<PAGE>
ASSOCIATED PLANNERS REALTY GROWTH FUND
(A California Limited Partnership)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(continued)
The Partnership had a net loss of $38,709, or $18.59 per limited
partnership unit, after depreciation expense of $16,599 for the quarter ended
September 30, 1995.
The Partnership's small cash reserve is invested primarily in a bank money
market account. This reserve is invested to provide stability and safety of
principal, competitive interest rates, and quick availability of funds, in
that order of importance.
Due to the large amount of vacancies and an increase in maintenance and
repair expenses at the Santa Ana Property, the reserves remained depleted
during the first nine months of 1995. In addition, the General Partner has
made loans to the Partnership and deferred collection of miscellaneous
amounts owed to it by the Partnership. For this reason, there were no
distributions made to the limited partners during the first nine months of
1995. It is the Partnership's intention to eliminate partner distributions
until such time as the reserves are built back up to acceptable levels and
various deferred liabilities due to the Advisor and its affiliates are paid.
The Partnership's properties are currently operating at a loss on a cash
basis, though the level of vacancy at the properties has stabilized. It is
uncertain at this point how long it will take the Partnership to rebuild
cash reserves and operate profitably on a cash basis. The Partnership's
ability to meet cash requirements in the short-run is dependent upon the
willingness of the General Partner and its affiliates to defer collection of
amounts due for property management fees and overhead allocations, and the
stabilization of the tenant base and rental rates at the Santa Ana property.
In the long run, the Partnership's cash requirements will be further affected
by the need to pay off the Deed of Trust that secures the Santa Ana property.
This note is due on January 1, 2000, and is projected to have a balance of
approximately $1,500,000 at that time. A sale or refinance of the property
will of course be necessary prior to that date. The San Marcos property has
no debt financing. In the short-term, the fact that this property has a
quality tenant and operates under a triple net lease, allows the Partnership
to collect a nominal amount of cash from the operations of this Property. In
the long-run, the Partnership expects to benefit from the sale of this
property when it is sold. The General Partner anticipates that the San
Marcos property will be sold prior to the year 2000.
The condition of the properties is relatively good, therefore there are no
projected capital improvements or unusually large repair costs that would
severely deplete the cash reserves. The General Partner believes in the
long-term the property can generate positive cash flows. The General Partner
is committed to maintaining the economic viability of the Partnership and is
exploring alternatives to maintaining sufficient operating capital. This
includes advancing small loans to the Partnership as needed ($5,000 to
$10,000), soliciting additional Limited Partner contributions to
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ASSOCIATED PLANNERS REALTY GROWTH FUND
(A California Limited Partnership)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(continued)
pay down the mortgage balance, or obtaining debt relief from the lender.
The General Partner is a wholly owned subsidiary of Associated Financial
Group (the "Parent"), which consolidated, as of December 31, 1994, had $6.3
million in assets, $2.0 million in cash and cash equivalents, and $3.0
million in equity, and had net income of $.3 million for the year ended
December 31, 1994. The ability of the General Partner to obtain the cash to
make these advances is dependent upon the liquidity of the Parent company of
the General Partner.
The General Partner is aware that the economic conditions in the area in
which the Santa Ana property is located are not good. There have been
several foreclosures of office buildings in the same general area. Buildings
have had to compete for a dwindling supply of viable tenants by lowering the
rental rates they are offering, to rates that will allow owners to compete in
a difficult marketplace, that is considered to have an oversupply of
available office space. The General Partner is of the opinion that the
surplus of office space in the area has deterred new building in the general
area, and that eventually, given a turnaround in the local economy, the
demand for office space will improve, driving up market rents, and improving
the value of the Santa Ana property. It is the intention of the General
Partner to sell the Santa Ana property when it is reasonably feasible, given
the facts that:
1) The price it could be sold for now would be less than the balance on the
outstanding mortgage debt on the property, thus giving Partnership incentive
to substantially lease-up and maintain the property prior to sale,
2) The debt service on the property is so high that given the long-term
realities of low inflation in the U.S. economy and long-term economic
sluggishness in the Southern California economy (due to Orange and Los
Angeles county fiscal problems, aerospace and defense layoffs, lower personal
income figures, higher than average unemployment, etc.), rents may never
increase enough in the foreseeable future for this property to generate
significant enough positive cash flow to maintain the viability of the
Partnership, and pay certain accrued and accruing expenses due to the General
Partner and Affiliates.
<PAGE>
In March 1995, the Financial Accounting Standards Board approved adoption
of Statement of Financial Accounting Standards No. 121 (SFAS 121 - Accounting
for the Impairment of Long-lived Assets and for Long-Lived Assets to Be
Disposed of). This statement is effective for fiscal years beginning
December 15, 1995, with restatement of previously issued financial statements
not permitted. SFAS 121 establishes accounting standards for the impairment
of long-lived assets, certain identifiable intangibles, and goodwill related
to those assets to be held and used and for long-lived assets and certain
intangibles to be disposed of. Previous to this pronouncement, accounting
standards had not addressed when impairment losses should be recognized or
how impairment losses should be measured. The Partnership has not
previously recognized any impairment in the value of the property in Santa
Ana. If SFAS 121 were to be applied to the financial statements of
the Partnership prior to the required implementation date, the General
Partner feels that a $1,700,000 decrease in the value of the Santa Ana
property would be required, resulting in an equivalent decrease in earnings
and a substantial net loss for the year. This loss would be unrealized, and
thus would not flow through to the partners for tax purposes, and may not
flow through until the building is sold or otherwise disposed of. The
recording of this loss allowance, in itself, would not directly affect the
liquidity of the Partnership, which as previously discussed, is poor.
As previously discussed, the Partnership has a 10% interest in a building
in San Marcos, California. In the first quarter of 1995, the building was
leased to a tenant at a rate 70% of the previous rental rate. Because the
Partnership has such a small percentage interest in this property, the
decrease in rent results in only a $750 per month decrease in cash flow.
This decrease is not expected to have a material impact on operations.
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.
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ASSOCIATED PLANNERS REALTY GROWTH FUND
(A California Limited Partnership)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(continued)
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 its leases with some of its properties'
tenants that will help alleviate some of the negative impact of inflation.
However, as previously alluded to, the lack of inflation is hurting the
Partnership due to the stagnation of office rental rates.
The Partnership completed its acquisition program in 1990.
There are currently no plans for any material renovation, improvement or
further development of the properties.
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ASSOCIATED PLANNERS REALTY GROWTH 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 GROWTH FUND
A California Limited Partnership
(Registrant)
January 4, 1996 By: WEST COAST REALTY ADVISORS, INC.
A California Corporation,
A General Partner
William T. Haas
William T. Haas
Director and Executive Vice President / Secretary
January 4, 1996
Michael G. Clark
Michael G. Clark
Vice President / Treasurer
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> SEP-30-1995
<CASH> 15,726
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 19,745
<PP&E> 3,591,500
<DEPRECIATION> (386,246)
<TOTAL-ASSETS> 3,257,117
<CURRENT-LIABILITIES> 450,790
<BONDS> 1,633,213
<COMMON> 0
0
0
<OTHER-SE> 1,183,008
<TOTAL-LIABILITY-AND-EQUITY> 3,257,117
<SALES> 168,380
<TOTAL-REVENUES> 174,986
<CGS> 179,893
<TOTAL-COSTS> 179,893
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 113,922
<INCOME-PRETAX> (118,830)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (118,830)
<EPS-PRIMARY> (57.08)
<EPS-DILUTED> (57.08)
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